Terms of Service
Your use of InventureTrack Systems (ITS) (herein referred to as the “Company,” “We,” “Us,” or “Our”) products, software, services and web sites (all or any of which are referred to collectively as the “M2M Services”) is subject to the terms of service between You and the Company, as set forth in this document (“Terms of Service”). The Services do not include any products or services provided under a separate agreement. “The Company ” means InventureTrack Systems LLC, whose principal place of business is at 250 N Congress Ave, Delray Beach, Florida, USA 33445.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.
“AUP” refers to the Company’s acceptable use policy, posted at Acceptable Use as such policy may change from time to time.
“Data Policy” refers to the Company’s standard data deletion policy, listed in Data Management in this document.
“Data” refers to Your data in electronic form input or collected through the Services by or from You.
“M2M Services” “refers to the Company’s machine-to-machine services, hardware, and Application Platform. The Services includes such features as are set forth on the Company’s website, as the Company may change such features from time to time, in its sole discretion.
“MSA” refers to the Company’s master service agreement.
“Software” refers to the Company’s proprietary software used in connection with the M2M Services.
“You” and “Your” refer either to an individual person who is the authorized representative of a single legal entity.
“Bug Fix” means an update created to fix a previous software or firmware version that does not perform as intended.
A “Major Upgrade” occurs when significant new features are added to software or firmware, or when a new product containing new features replaces the further development of a current product line. InventureTrack reserves the right to determine, in its sole discretion, what constitutes a significant new feature and a Major Upgrade.
A “Minor Update” occurs when enhancements are made to current features in a software program.
Grant of Rights. The Company hereby grants You a world-wide, limited, non-exclusive, non-assignable license to use the Software as part of the M2M Services, provided You comply with the restrictions set forth in Subsection 2(b) below. This license is for the sole purpose of enabling you to use and enjoy the benefit of the M2M Services in the manner permitted by these Terms of Service. The duration of this license is limited to the duration of Your authorized use of the M2M Services.
Restrictions. You receive no rights to the Software other than those specifically granted in this Section 2. Without limiting the generality of the foregoing, You will not, nor will You allow any third party to: (i) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Software; (ii) use the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Software’s source code; or (iv) take any action that would cause the Software to be placed in the public domain.
Third Party Code. The Software and future updates and fix packs to the Software may contain certain third party components which are provided to You under terms and conditions which are different from these Terms of Service, or which require the Company or third parties that provide the Company products to provide You with certain notices and/or information. For each such third party component, either the Company or third parties will identify such third party component in a ” license,.txt file (or in an updated “README” file accompanying the fix pack or update), or in a file or files referenced in such “licensename.txt” files (and shall include any associated license agreement, notices and other related information therein), or the third party component will contain or be accompanied by its own license agreement (for example, provided when installing or starting such component, or accompanying such component in a file entitled “README”, “COPYING”, “LICENSE” or a substantially similar title, or included among the Program’s paper documentation, if any). Your use of each third party component which contains or is accompanied by its own license agreement, or for which the Company or third parties have identified a license agreement in one of the above “license.txt” files (or in a file or files referenced therein), will be subject to the terms and conditions of such other license agreement, and not these Terms of Service. By using or not uninstalling such third party components after the initial installation of such third party components (thereby giving You access to the applicable license agreements, notices and information), You acknowledge and agree to all such license agreements, notices and information, including those provided only in the English language. You agree to review any updated “license.txt” files which accompany updates and fix packs to the Software.
M2M Services & Payment
M2M Services. The Company will provide the M2M Services to You pursuant to its standard policies and procedures then in effect.
Payment. You will pay the Company such monthly or annual M2M Services fees as are required and detailed in Your MSA.
As a condition to using the M2M Services, You may be required to register and select a unique password and user name (“User ID”). You must provide accurate, complete, and updated registration information. You may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than such user without appropriate authorization. If you become aware of any unauthorized use of your password or of your account, you agree to notify the Company immediately at email@example.com.
In the event of any “Service Failure,” as that term is defined in the MSA, the Company will issue You such credits as are required by the MSA. Credits issued pursuant to the MSA apply to outstanding or future payments only and are forfeited upon termination of this agreement. The Company is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation termination of this agreement. Credits issued pursuant to the MSA are Your sole remedy for the Service Failure in question. The MSA is hereby incorporated into these Terms of Service.
IP in General. The Company retains all right, title, and interest in and to the M2M Services, and all logos and trademarks reproduced through the M2M Services, and these Terms of Service do not grant You any intellectual property rights in or to the M2M Services or any of its components.
Software. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is owned by the Company or a Company supplier, and all right, title and interest to the Software belongs to the Company or its supplier.
Restrictions on Use. Except to the extent otherwise mandated by applicable law, You will not use the M2M Services or access to them in order to (i) build a competitive product or services, (ii) build a product or service using similar ideas, features, functions or graphics of the M2M Services or (iii) copy any ideas, features, functions or graphics of the M2M Services.
Acceptable Use Policy (AUP). You will to comply with the AUP. In the event of Your material breach of the AUP, including without limitation any copyright infringement, the Company may suspend or terminate Your access to the M2M Services, in addition to such other remedies as the Company may have at law or pursuant to these Terms of Service. Neither these Terms of Service nor the AUP requires that the Company take any action against You or any other customer for violating the AUP, but the Company is free to take any such action it sees fit.
Your Identity. You warrant: (i) that You have accurately identified yourself through Your Account and will maintain the accuracy of such identification; and (ii) that You are the authorized representative of a corporation or other business entity authorized to do business pursuant to applicable law and an individual 18 years or older.
Right to Do Business. Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under these Terms of Service and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by these Terms of Service.
Disclaimers. Except for the express warranties specified in this section 8, the m2m services are provided “as is” and as available, and ITS makes no warranties, either express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or noninfringement of intellectual property rights. Without limiting the generality of the foregoing, (i) ITS has no obligation to indemnify or defend you against claims related to infringement of intellectual property rights; and (ii) ITS does not warrant that the m2m services will perform without error or immaterial interruption.
Warranty Term. ITS will warranty the Software/Firmware and Hardware as set forth in sections below unless stated otherwise in Your MSA.
Software/Firmware Warranty. ITS will correct program errors and software bugs at no charge. If ITS is unable to remedy program issues, ITS will refund monies according to a prorated schedule if the service was used for a period of time, or a full refund of the price paid for the Software or Firmware. Refunded payments will be made at the sole discretion of ITS. These are your sole remedies for any breach in warranty.
During the Software/Firmware Warranty Period you will be entitled to receive, at no additional charge, such Minor Updates and Bug Fixes to the M2M Services as ITS may develop for general release. If you have purchased the M2M Services from an authorized ITS distributor, ITS may, in its sole discretion, forward the software/firmware Minor Update or Bug Fix to the ITS distributor for final distribution to you. Major Upgrades, new products, or substantially new software/firmware releases, as identified by ITS are expressly excluded from this update process.
Hardware Warranty. ITS Hardware Products (GPS Tracking and Monitoring Devices) are warranted against defects in material and workmanship for a period of (1) year. Warranty service will be provided at a designated ITS Service Center. ITS will at its option either repair or replace products that prove to be defective. You shall pay all shipping charges for products returned to ITS for warranty service. ITS shall pay all shipping charges for the return of products to You. These are your sole remedies, and ITS’s sole liability, for any breach in this warranty.
Hardware Warranty Exclusions. The above warranty shall not apply to defects resulting from: (1) improper or inadequate maintenance by you; (2) Purchaser-supplied software or interfacing; (3) unauthorized modification or misuse; (4) operation outside of the environmental specifications of the product; (5) improper installation, where applicable; (6) lightning or other electrical discharge; (7) fresh or salt water immersion or spray beyond the suggested IP rating; (8) normal wear and tear on consumable parts (for example, and without limitation, plastic enclosures or casings).
Repair/Replacement Policy and Procedures. During the Hardware Warranty Period, you may return defective Hardware Products to ITS for repair. ITS’s policy and the procedures to be followed by Purchaser for the repair or replacement of defective Products during the Warranty Period shall be as set forth in the “RMA form” document located on the ITS website. Except as otherwise stated in the applicable Service Operations provisions, you shall be responsible for all shipping charges to ITS. ITS will repair or replace the defective product and return it to the customer. ITS, or the reserves the right to use either new, or warranted as new, replacement parts to repair the defective product. All used parts shall become the property of ITS.
Limitation of Liability
IN NO EVENT: (a) WILL INVETURETRACK’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE OF THE FEES PAYABLE FOR THE M2M SERVICES PURSUANT TO THESE TERMS OF SERVICE (INCLUDING FEES BOTH PAID AND DUE); AND (b) WILL INVETURETRACK BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 9 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF INVETURETRACK IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 9, INVETURETRACK’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.
Access, Use, & Legal Compulsion. Unless it receives Your prior written consent, the Company: (i) will not access or use Your Data other than as necessary to facilitate the M2M Services; and (ii) will not give any third party access to Your Data. Notwithstanding the foregoing, the Company may disclose Your Data as required by applicable law or by proper legal or governmental authority. The Company will give You prompt notice of any such legal or governmental demand and reasonably cooperate with You in any effort to seek a protective order or otherwise to contest such required disclosure, at Your expense.
Your Rights. You possess and retains all right, title, and interest in and to Your Data, and the Company’s use and possession thereof is solely as Your agent.
Retention & Deletion. ITS will retain all Your Data until erased pursuant to the Data Policy.
Data Policy. Customer is expected to back up their data for compliance with local policies. The Company may delete data on terminated accounts after a notice to You and a 60 day waiting period. Upon request, the Company will allow short term access to terminated accounts up to 60 days after termination for You to back up Your data.
Data Deletion. All data will be deleted from ITS M2M Service platform 90 days from date of termination.
Retention. While under terms of the MSA, ITS will retain up to 2 years of historical M2M Service data. The Company reserves the right to alter this term from time to time. The Company will promptly notify You if this occurs.
Transmission of Data. You acknowledge and agree that while the Company may or may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the M2M Services or on the amount of storage space used for the provision of the M2M Services, such fixed upper limits may be set by the Company at any time, at the Company’s discretion.
Limitations. the Company reserves the right to restrict transactional data activity if it appears to exceed normal operation activity. The Company will promptly notify You if this occurs.
Term & Termination
Term. This Agreement will continue for the duration of Your use of the Company’s M2M Service set forth in Your MSA
Termination for Cause. ITS may terminate these Terms of Service for material breach by written notice, effective in 24 hours, unless the other party first cures such breach.
Effects of Termination. Upon termination of these Terms of Service, the license granted in Section 2 will terminate and You will cease all use of the Software. The following provisions will survive termination of these Terms of Service: (i) any obligation of You to pay for M2M Services rendered before termination; (ii) Sections 2, and Sections 6 through 9 of these Terms of Service; and (iii) any other provision of these Terms of Service that must survive termination to fulfill its essential purpose.
The Company may immediately terminate an account for non-payment for those accounts that are 30 or more days late on payment.
Maintenance and Updates & Upgrades
Maintenance. The Company will maintain the Software while You subscribe to the M2M Services.
Updates & Upgrades. So long as You are receiving M2M Services, the Company will provide You with copies of all upgrades and updates without additional charge. Upon delivery to You, upgrades and updates will become part of the Software and will be subject to the provisions of Section 2 above and the other provisions of these Terms of Service. The M2M Services which You use may automatically download and install updates from time to time from the Company. These updates are designed to improve, enhance and further develop the M2M Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit the Company to deliver these to you) as part of your use of the M2M Services.
Updates & Upgrades. ITS may upgrade systems and products at any time and withdraw previous versions of systems and products. The Company agrees to provide critical bug fixes for non-current release products for up to 1 year after the version has been withdrawn.
Application Programming Interface (API) access may be provided to You as part of the Service. You may use these to directly integrate to the functions provided by the service; however, the Company reserves the right to change, modify, add or withdraw the various APIs as it deems fit.
Indemnity. The Company will indemnify, defend, and hold You harmless against any claim that the Software infringes any US intellectual property right (“Indemnified Claim”), provided You gives the Company prompt notice of such Indemnified Claim. The Company’s obligations set forth in the preceding sentence include, without limitation, retention and payment of attorneys and payment of court costs, as well as settlement at the Company’s expense, payment of judgments, or both.
Litigation. The Company will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof.
Exclusions. The Company ‘s obligations set forth in this Section 13 do not apply to the extent that the Indemnified Claim arises out of:
- – Your violation of these Terms of Service;
- – Revisions to the Software made without the Company ‘s written consent;
Your failure to incorporate Software updates or upgrades that would have avoided the alleged infringement provided the Company offered such updates or upgrades without fees or charges not otherwise required pursuant to these Terms of Service.
Use of the Software in combination with hardware or software not provided by the Company: (A) that is specifically forbidden by the Documentation or Specifications; or (B) that is not designated in the Documentation or Specifications as available for interface with the Software, unless such hardware or software is a host computer, operating system, or other type of hardware or software necessary for the Software to perform a function listed in the Documentation or Specifications.
The Company may audit Your use of the M2M Services with one (1) day advanced written notice. You will cooperate with the audit, including by providing access to any books, computers, records, or other information that relate or may relate to use of the M2M Services. Such audit will not unreasonably interfere with Your business activities. In the event that an audit reveals unauthorized use of the M2M Services, You will reimburse the Company for the reasonable cost of the audit, in addition to such other rights and remedies as the Company may have. The Company will not conduct an audit more than once per year.
You may not use or otherwise export or re-export the Company Software except as authorized by United States law and the laws of the jurisdiction in which the ITS Software was obtained. In particular, but without limitation, the Company Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Company Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
Use of the M2M Services in connection with medical emergency, military, aviation, nuclear or similar applications that require fail-safe technology is not recommended.
Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of these Terms of Service.
Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Florida, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Florida.
Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of these Terms of Service invalid or otherwise unenforceable in any respect. In the event that a provision of these Terms of Service is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms of Service will continue in full force and effect.
Conflicts Among Attachments. In the event of any conflict between the terms of this main body of these Terms of Service and those of any attachment, the terms of this main body will govern over attachments. The Customer contract will prevail over this main body.