REDISTRIBUTION OF THIS SOFTWARE IS NOT PERMITTED WITHOUT AUTHORIZATION.
IMPORTANT -- READ CAREFULLY BEFORE USING THIS SOFTWARE:
This License Agreement is a legal agreement between you (either an individual or an entity) and GEOTAB and its suppliers and licensors (collectively "GEOTAB") for the GEOTAB software ("Software"). The Software is copyrighted and GEOTAB claims all exclusive rights to such Software except as licensed to users hereunder and subject to strict compliance with the terms and conditions of this end user license agreement. The Software may include any combination of products and Beta versions designed for use with GEOTAB products including GEOTAB’s Checkmate™ fleet management software and GEOTAB’s GPS2go™ software, Checkmate SDK (Software Development Kit) but excluding Third Party Software. The term “Software” includes any and all elements of the Software including executable files, data files, maps and images used in the Software and screen displays generated by the Software. You are not receiving any ownership right or proprietary right, title or interest in or to the Software or the copyright, trademarks, or other rights related thereto as the Software is licensed not sold under this Agreement. For the purposes of this section, “use” means loading the Software into RAM and/or onto a computer hard drive or other storage device. You may install only ONE copy of the Software. By installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement.
PLEASE NOTE THAT USERS OF MAP OPTIONS WITHIN THE SOFTWARE MUST COMPLY WITH THE EULA OF EACH MAP OR GEOCODING PROVIDER AND REALIZE THAT MAP PROVIDERS MAY CHANGE THEIR LICENSE AGREEMENTS WITHOUT NOTICE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT USE THE SOFTWARE, INSTALL THE SOFTWARE OR PLACE A COPY OF THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, COMPUTER RAM OR OTHER STORAGE.
YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE AGREEMENT (“LICENSE”), UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
ANY THIRD PARTY SOFTWARE, INCLUDING ANY THIRD PARTY’S PLUG-IN, THAT MAY BE PROVIDED WITH THE SOFTWARE IS INCLUDED FOR USE AT YOUR OPTION AND SOLE RISK. IF YOU CHOOSE TO USE SUCH THIRD PARTY SOFTWARE, THEN SUCH USE SHALL BE GOVERNED BY SUCH THIRD PARTY'S LICENSE AGREEMENT. GEOTAB IS NOT RESPONSIBLE FOR ANY THIRD PARTY’S SOFTWARE AND SHALL HAVE NO LIABILITY FOR YOUR USE OF THIRD PARTY SOFTWARE.
AFTER INSTALLATION YOU MAY BE REQUIRED TO REGISTER AS A REGISTERED USER. THE INFORMATION YOU PROVIDE WILL BE SECURELY STORED BY GEOTAB AND WILL BE PROTECTED FROM DISCLOSURE TO OTHERS WITHOUT YOUR CONSENT, EXCEPT AS PERMITTED BY LAW AND/OR TO ENFORCE PERFORMANCE OF THIS AGREEMENT. ANY FAILURE TO TIMELY PAY ANY OUTSTANDING AMOUNTS OWING TO GEOTAB OR THE DEALER MAY CAUSE THE SOFTWARE TO SWITCH TO “DEMO MODE”.
1. DEFINITIONS. Unless the context requires otherwise, the defined terms in this Agreement shall have the meanings set out below or in the sections of the Agreement in which they first appear (and where the context so admits the singular shall include the plural and vice versa):
“Third Party Software” means software applications proprietary to a third party including the mapping software
“Wireless Service” means wide-area wireless network services and any other network services (including wireless local area network, satellite services and Internet services) required for your GEOTAB products.
“Wireless Service Provider” means the service provider of Wireless Services that support your GEOTAB products
“Wireless Service Carrier” means the underlying wireless carrier to the Wireless Service Provider
“Territory” means Canada and the United States
2. GRANT OF LICENSE. GEOTAB hereby grants to you a non-exclusive, non-transferable license to use the Software and any related documentation (“Documentation”) subject to the following terms:
a) You may:
(i) install and use the Software on any single computer; and
(ii) copy the Software for back-up and archival purposes, provided any copy must contain
all of the original Software's proprietary notices.
3. LICENSE RESTRICTIONS.
a) You may not:
(i) permit other individuals to use the Software except under the terms
listed above;
(ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent
that this restriction is expressly prohibited by law) or create derivative works based upon the Software or Documentation as the license is restricted to the machine-readable object code portion of the Software;
(iii) copy the Software or Documentation (except for back-up or archival purposes);
(iv) sell, rent, lease, bargain, convey, pledge, transfer, or otherwise transfer rights to the
Software or Documentation to a third party;
(v) remove any proprietary notices or labels on the Software or Documentation; or
(vi) distribute the Software by any means, including, but not limited to, Internet or other
electronic distribution, direct mail, retail mail or other means to a third party;
(vii) transmit harassing, abusive, obscene, salacious, libelous, illegal or deceptive
messages, content or information
(viii) attempt or assist another to access, alter or interfere with the communications of
and/or information about another person
(ix) tamper with or make an unauthorized connection to a Wireless Service Carrier
network or the network of a Wireless Service Provider;
(x) use wireless services in such a manner so as to interfere unreasonably with the use of
the Wireless Service Provider’s services by one or more other customers or users of the wireless services or to interfere unreasonably with the Wireless Service Provider’s ability to provide the wireless services
(xi) make any unauthorized use of the Wireless Services including through the
modification of an authentication method associated with any GEOTAB products;
(xii) installing any amplifiers, enhancers, repeaters or other devices that modify the
frequencies used to provide the Wireless Services
(xiii) use the Wireless Services without permission on a stolen or lost device
Any such forbidden use shall immediately terminate your license to the Software and the restriction and or cancellation of the Wireless Services.
b) You agree that you shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdictions in which you use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
c) You may not use the Software directly, or in conjunction with, any device, program or service designed in an attempt to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.
d) You acknowledge that this license agreement is assignable by GEOTAB.
e) You acknowledge and agree that you have no proprietary rights in and to the Software and that GEOTAB retain all copyrights and other proprietary rights in and to the software.
f) Where you are using the Software with one of the GEOTAB Products or other product that require Wireless Services, pursuant to agreements with the Wireless Service Providers:
(i) A SIM provided by a Wireless Service Provider must only be inserted into equipment approved by the Wireless Service Provider.
(ii) You have no contractual relationship with the Wireless Service Carrier and you are not third party beneficiaries of any agreement between GEOTAB and the Wireless Service Carrier. You understand and agree that the Wireless Service Carrier shall have no legal, equitable or other liability of any kind to customer.
(iii) Subject to FCC Number portability rules, you have no property right in any Number assigned to you by Wireless Service Provider or GEOTAB and you understand that any such Number can be changed from time to time
(iv) You acknowledge that Wireless Service may be temporarily refused, interrupted, curtailed or limited because of atmospheric, terrain, other natural or artificial conditions and may be temporarily interrupted or curtailed due to usage concentrations, modifications, upgrades, relocation and repairs of transmission Facilities. Youagree that the Wireless Service Carrier and Wireless Service Provider shall not be responsible for such interruptions of service or the inability to use the service outside the Territory. You understand that the Wireless Service Carrier and/or Wireless Service Provider cannot guarantee the security of wireless transmissions and will not be liable for any lack of security relating to the use of the service.
(iv) You expressly understand and agree that the liability and obligations of the Wireless Service Provider and/or GEOTAB to you are strictly controlled and limited by the Wireless Service Carrier's tariff, if any, and the laws, rules and regulations of the Federal Communications Commission and other governmental authorities which from time to time have jurisdiction. In any event, regardless of the form of action, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, your 's exclusive remedy and the total liability of GEOTAB and/or any supplier of services to you arising in any way in connection with the Wireless Services, for any cause whatsoever, including but not limited to any failure or disruption of service provided, shall be limited to payment by GEOTAB of damages in an amount equal to the amount charged to end user for Wireless Service. In no event shall GEOTAB, the Wireless Service Provider and/or the Wireless Service Carrier be liable for any cost, delay, failure or disruption of Wireless Service, lost profits, or incidental, special, punitive or consequential damages
(v) In no event shall GEOTAB, Wireless Service Provider and/or the Wireless Service Carrier be liable for the failure or incompatibility of equipment utilized by end user in connection with the Wireless Service. You shall use equipment at your own risk.
(vi) You shall indemnify, defend and hold GEOTAB, the Wireless Service Provider, the Wireless Service Carrier and the officers, employees and agents of each of them harmless from and against all claims, causes of action, losses, expenses, liability or damages (including reasonable attorneys' fees and costs), and including without limitation for any personal injury or death, arising in any way directly or indirectly in connection with provision or use of the Wireless Service; or the use, failure to use or inability to use the Number. This provision shall survive the termination of this license agreement.
(ix) Your Wireless Service may be temporarily suspended or permanently terminated upon little or no notice in the event that GEOTAB's agreement with the Wireless Service Provider or the Wireless Service Provider's agreement with the Wireless Service Carrier is terminated. You waive any and all claims against the Wireless Service Carrier for such suspension or termination.
(x) You agree to make good faith efforts to minimize abuse or fraudulent use as set out in sub-paragraphs 2(vii) to (xii) above, to promptly report to the Wireless Service Provider and GEOTAB any such abuse or fraudulent use of which you becomes aware, and to fully cooperate in any investigation or prosecution initiated by the Wireless Service Provider and/or Wireless Service Carrier or GEOTAB. You acknowledge that Wireless Service to a GEOTAB product or you may be restricted or cancelled if there is in the Wireless Service Provider's sole discretion a reasonable suspicion of abuse or fraudulent use. Wireless Service Providers shall use commercially reasonable efforts to provide prompt notice of the restriction or termination to you. You further acknowledge that a Wireless Service Carrier may temporarily block automatic roaming in a particular portion of the Territory experiencing fraudulent usage. You shall have sole liability for charges, costs or damages resulting from any abuse or fraud facilitated by you, your employees, agents or persons you authorize to use the Wireless Services.
(xi) You acknowledge and agree that data may be held by GEOTAB in our gateway servers or third party servers approved by GEOTAB before it is forwarded to your database and GEOTAB is not responsible for any loss of data, security breaches howsoever caused or downtime.
g) By submitting personal information (which may or may not, depending on applicable law, include, without limitation, a name, email address, telephone number, to GEOTAB, you consent to the collection, use, processing, transmission, and/or disclosure of such information by GEOTAB and/or its affiliated companies for: (a) the internal use of GEOTAB and its affiliated companies, including, without limitation: (i) understanding and meeting the needs of its customers and preferences, (ii) developing new and enhancing existing services and product offerings, and (iii) managing and developing GEOTAB's business and operations; (b) providing you with upgrades or updates of the Software, notice of upgrades or updates, Third Party Software, Third Party Content or Third Party Services and/or related products and/or services; (d) any purposes permitted or required by any applicable law; and/or (e) any of the other purposes which are set out in GEOTAB's then current privacy policy, which may be viewed at http://www.geotab.com/Privacy. The collection, use, processing, transmission, and/or disclosure of Dealer and its customers personal information for the purposes noted above are in strict accordance with GEOTAB's privacy policy and applicable privacy laws. GEOTAB reserves the right to modify its privacy policy from time-to-time in its sole discretion you agree to regularly review GEOTAB's privacy policy for any updated information.
4. AUTOMATIC COMMUNICATIONS FEATURES.
a) The Software may consist of interactive Internet applications which perform a variety of communications over the Internet as part of their normal operation. A number of communications features may be automatic and may be enabled by default. By installing and/or using the Software, you consent to the Software’s communications features.
b) The Software may automatically communicate with GEOTAB's servers on the Internet to check for updates to the Software, such as bug fixes, patches, enhanced functions, and new versions. GEOTAB will notify you when updates are available. If you decide to update, you agree that GEOTAB may upload updates and install them as part of your Software. All such updates to the Software are governed by this Agreement as modified from time to time by GEOTAB. GEOTAB is not responsible for a failure of any security measures used in association with the updates.
5. As part of the capability of the GEOTAB Software, third party content and third party services may be provided, transmitted or otherwise made available to you. You may also have access to links (either by way of icons or bookmarks) to specific third party websites ("Linked Sites") and access to other websites ("Other Sites") or information that enable You: (a) to access third party content; or (b) to acquire Third Party Services. GEOTAB offers these features only with your clear understanding, acknowledgement and agreement that, notwithstanding that GEOTAB may provide links to websites and may make available Third Party Services and third party content to You, THE THIRD PARTY SERVICES, LINKED SITES, OTHER SITES, AND THIRD PARTY CONTENT ARE NOT UNDER THE CONTROL OF GEOTAB, AND ARE IN NO WAY ENDORSED BY GEOTAB. GEOTAB cannot guarantee access to any particular website using your GEOTAB Software. If You are unsure whether GEOTAB is the source of a website, content or service, please contact GEOTAB at geosupport@geotab.com. If You deal with third parties through the Internet, take care to ensure You know who You are dealing with, and that You know the terms and conditions associated with those websites and any services You may receive, including, without limitation, delivery and payment terms, ability to return goods, privacy terms and security features to protect Your private information and to ensure Your personal safety. If You enter into agreements with third parties on the Internet, You will be responsible for complying with the terms and conditions of those agreements.
6. Third Party Software may be provided in conjunction with the Software when originally shipped by GEOTAB or may subsequently be transmitted, distributed or otherwise made available to you from time-to-time. The use of the Third Party Software (including any updates or upgrades thereto) may be subject to separate or additional terms and conditions. These separate or additional terms and conditions, if any, will be made available in a text file accompanying the Software or, in the case of Third Party Software, may be made available when you use or install the Third Party Software for the first time. With respect to Third Party Software provided to you, GEOTAB is only able to provide such software with your understanding, acknowledgment and agreement that such software is: (a) provided as a convenience to you only; and (b) unless it is accompanied by a separate software license, is subject to the terms and conditions of this Agreement as though it were Software, except that it is provided by GEOTAB "AS IS" with no express or implied conditions, endorsements, guarantees, representations or warranties. If you wish to obtain Third Party Software on other terms, you should acquire this Third Party Software directly from its suppliers. If a separate license agreement or additional terms and conditions apply to any Third Party Software provided by GEOTAB, then the provisions of this Agreement related to Third Party Software will still apply and in no event shall such separate license agreements or additional terms and conditions between You and the supplier be binding on GEOTAB or impose any additional obligations, or obligations inconsistent with the terms of this Agreement, upon GEOTAB whatsoever.
7. Except as the Parties expressly agree in writing, GEOTAB has no responsibility for the selection, implementation, interoperability and performance of any and all third party hardware, software and services (including, without limitation, Internet connectivity and Wireless Services) used in association with the GEOTAB Software. You are responsible for ensuring that the hardware, software and services (including, without limitation, Internet connectivity and Wireless Services) with which you choose to operate the GEOTAB Software meets GEOTAB's minimum requirements, including, without limitation, the processing speed, memory, client software and the availability of dedicated Internet access and that your use is not in violation of any licenses, terms, conditions, laws, rules and/or regulations respecting the use of such hardware, software or services.
8. Title, ownership and all rights (including, without limitation all intellectual property rights) in and to the Software, Documentation and all data and content accessed through use of the Software shall remain in GEOTAB and/or its licensors (as the case may be). The Software is protected by copyright laws of various jurisdictions, including, without limitation, South Africa, Canada, and the United States as well as by international copyright treaties. GEOTAB and its licensors (as the case may be) reserve all rights not expressly granted to you under this End-User License Agreement.
9. WARRANTIES AND LIABILITIES.
DISCLAIMER OF WARRANTY & LIMIT OF LIABILITY. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED FREE OF CHARGE AND THEREFORE ON AN “AS IS” AND UNSUPPORTED BASIS (UNLESS A SEPARATE SERVICE AGREEMENT IS ENTERED INTO WITH GEOTAB OR ONE OF ITS AUTHORIZED DEALERS) WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GEOTAB FURTHER DISCLAIMS ALL WARRANTIES; INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. THE GPS (GLOBAL POSITIONING SYSTEM) AND THE GEOTAB SYSTEM MAY NOT BE COMPLETELY RELIABLE AND ACCURATE IN ALL CIRCUMSTANCES DUE TO THE NATURE OF THE TECHNOLOGY. DUE CARE SHOULD BE TAKEN WHEN USING THIS INFORMATION FOR WHATEVER PURPOSE. A copy of GEOTAB’s current standard form warranty is attached to this agreement as a schedule.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GEOTAB OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND DATA AND THE LIKE, OR OTHER PECUNIARY LOSS) WHETHER FORESEEABLE OR UNFORESEEABLE ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES REGARDLESS OF THE BASIS OF THE CLAIM EVEN IF GEOTAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GEOTAB’s CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL BE LIMITED TO NO GREATER THAN $500. NO ACTION MAY BE BROUGHT AGAINST GEOTAB LATER THAN ONE (1) YEAR FROM THE TERMINATION OF THIS AGREEMENT BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. TERMINATION. This License Agreement will automatically terminate if you fail to comply with any term hereof. No notice shall be required from GEOTAB to effect such termination. You may also terminate this License Agreement at any time by notifying GEOTAB in writing of termination. Upon any termination of this License Agreement, you shall immediately discontinue use of the Software and shall within three (3) days return to GEOTAB, or certify destruction of, all full or partial copies of the Software, documentation and related materials provided by GEOTAB.
11. NO ASSIGNMENT. This Agreement is personal to you, and may not be assigned without GEOTAB’s express written consent.
12. MISCELLANEOUS.
a) If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.
b) This Agreement shall be governed by the laws of the province of Ontario, Canada, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the provincial courts of the Province of Ontario and the Federal Court of Canada. Any and all unresolved disputes relating in any way to, or arising out of, the Software, your use of the Software or this License Agreement may be submitted to arbitration in the Province of Ontario; except that, to the extent that you have breached or have indicated your intention to breach this License Agreement in any manner which violates or may violate GEOTAB’s intellectual property rights, or may cause continuing or irreparable harm to GEOTAB (including, but not limited to, any breach that may impact GEOTAB's intellectual property rights, or a breach by reverse engineering), GEOTAB may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
c) This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
d) If you acquired the Software in Canada you acknowledge that the Software is being released or transferred to you in Canada for use only in Canada, if you acquired the Software in the United States you acknowledge that the Software is being released or transferred to you in the United States for use only in the United States and that any export thereof may be subject to certain export control laws. You further acknowledge that it is your exclusive obligation to ensure that any exports from Canada or the United States are in compliance with all applicable export control laws. You further agree that you do not intend to and will not directly or indirectly export or transmit any of the Software to any country to which such export or transmission is restricted by any applicable regulation or statute without the prior written consent, if required, of such governmental entity or agency as may have jurisdiction over such export or transmission.