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Manning NavComp TRACKING SERVICES TERMS & CONDITIONS
This Agreement for tracking services
("Agreement") is made between Manning NavComp, Inc. ("Manning NavComp")
and the user of the Tracking Service (Customer). The Tracking Services
("Services") provide vehicle location and tracking from the Internet via
the Manning NavComp server and associated software (Manning NavComp").
The Services include a secure logon for accessing and tracking vehicles
equipped with a tracking device ("Device") designed to send GPS
positions and event notifications (Locates) to Manning NavComp.
Unlawful Use -
Customer agrees not to use the Services or Devices for any unlawful or
abusive purpose or in any way that interferes with Manning NavComp or
the Devices. Customer will comply with all laws while using the Services
or Devices and will not transmit any communication that would violate
any federal, state, or local law, court, or regulation. Resale of the
Services or Devices is prohibited except by authorized Dealers. By using
the Services and/or the Devices, Customer agrees to abide by the terms
and conditions of any software license agreements applicable to any
software associated with the Services or Devices.
Unauthorized Usage -
Customer may not program or alter any of the Devices other than the
normal programmable parameters of the Device. If any Device is stolen or
Services used fraudulently, Customer must notify Manning NavComp
immediately and provide Manning NavComp with such information and
documentation as Manning NavComp may request (including, without
limitation, police reports, and affidavits). Manning NavComp has the
right to interrupt Services or restrict service to any Device, without
notice to the Customer, if Customer is using the device in a fraudulent
or unlawful manner.
Installation - Selling
Dealer is responsible for the proper installation and operation of the
Device per installation
instructions provided by Manning NavComp.
Account Information -
It is Customers responsibility to maintain current and accurate account
information on the Manning NavComp system and to exercise diligence in
protecting Customers logon and passwords.
Changes - Manning NavComp
may amend the terms of this Agreement upon written notice to Customer.
If Customer does not agree to the amendment, Customer may terminate this
Agreement by providing written notice to Manning NavComp within fifteen
(15) days of the date the notice was mailed by Manning NavComp via
certified US mail. If Customer does not agree with the amendment but
wants to continue Services, Manning NavComp will continue to provide
Services for the term of the original Agreement provided Customer mails
written notice to Manning NavComp within fifteen (15) days of the date
the amendment was mailed by Manning NavComp. If Customer continues to
use the Services more than fifteen (15) days after Manning NavComp mails
notice of an amendment, Customer will be deemed to have agreed to that
amendment.
Limitation of Liability -
Manning NavComp is not responsible for acts or omissions of any other
service provider, for information provided through the equipment, for
equipment failure or modification, for system failure or modification or
for causes beyond the control of Manning NavComp. Manning NavComp is not
liable for (i) service outages; (ii) incidental or consequential damages
such as lost profits; (iii) economic loss or injuries to persons or
property arising from the Customer’s use of the Services, the Devices or
any other equipment used in connection with the Devices unless caused by
the sole and/or gross negligence of Manning NavComp; (iv) the
installation or repair of the Devices; or (v) for any act associated
with the proper exercise by Manning NavComp of rights under the privacy
and/or unauthorized usage provisions of this Agreement.
Limitation of Liability -
Manning NavComp is not responsible for acts or omissions of any
other service provider, for informationprovided through the equipment,
for equipment failure or modification, for system failure or
modification or for causes beyond the control of
Manning NavComp. Manning NavComp
is not liable for (i) service outages; (ii) incidental or consequential
damages such as lost profits; (iii) economic loss or injuries to persons
or property arising from the Customer’s use of the Services, the Devices
or any other equipment used in connection with the Devices unless caused
by the sole and/or gross negligence of
Manning NavComp; (iv) the installation or repair of the Devices;
or (v) for any act associated with the proper exercise by
Manning NavComp of rights under the privacy and/or unauthorized
usage provisions of this Agreement.
Indemnification - Customer
agrees to defend, indemnify, and hold Manning NavComp and its affiliates
harmless from claims or damages relating to (i) Customers breach of this
Agreement or the Customers statements made in this Agreement and (ii)
the use of the Devices or Services unless due to sole and/or gross
negligence by Manning NavComp or its affiliates. Customer agrees to pay
reasonable attorney’s fees and all applicable costs incurred by Manning
NavComp in enforcing this Agreement. This paragraph shall survive the
termination of this Agreement.
Limitation of Action -
Except for actions arising in connection with Indemnification (above),
neither Manning NavComp nor Customer may bring legal action with respect
to this Agreement more than one year after the legal action accrues.
Warranties
- Manning NavComp makes no express
warranties regarding the Services and disclaims any and all implied
warranties, including, without limitation, any warranties of
merchantability or fitness for a particular purpose. Manning NavComp
does not authorize anyone to make any warranties on its behalf and
Customer should not rely on any such statement.
Assignment - Manning
NavComp may assign all or part of the rights or duties of Manning
NavComp under this Agreement without such assignment being considered a
change to the Agreement and may provide notice to Customer. As a result
of any such assignment, Manning NavComp shall be released from all
liability with respect to such rights or duties, or portions thereof.
Customer may not assign this Agreement without prior written consent of
Manning NavComp, which shall not be reasonably withheld.
Governing Law -This
Agreement is subject to applicable federal laws and the laws of the
State of Texas.
Entire Agreement - This is
the entire Agreement between Manning NavComp and Customer and super
cedes any oral or written promises made to the Customer. This Agreement
may only be amended as described herein. If the terms of this Agreement
conflict with or are inconsistent with the terms of any purchase order
or document provided by the Customer, the terms of this Agreement shall
control. If any part of this Agreement is found unenforceable or
invalid, the balance of this Agreement shall remain intact.
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