Avro tracker

Terms of Use

NOTICE: Please read these Avro-tracker Terms of Use in their entirety before using this web site. Do not use this web site if you (sometimes referred to as "User" or "Users") do not agree with these Terms of Use. Use of this web site signifies your agreement to comply with these Terms of Use.

1. Use of This Web Site

   Avro-tracker authorizes you to view and download information from this web site. You must retain all copyright, trademark and other proprietary notices present in the original information on this site and on any copies of such information. You may not modify any information obtained from this web site in any way or reproduce or publicly display, transmit or distribute such information without the express written permission of Avro-Tracker.

   This web site is designed to provide accurate and useful information with regard to the subject matter covered at the time the data is loaded. Changes may occur in the information presented and therefore Avro-Tracker makes no representation or warranty, express or implied, that the information contained in this web site is complete, accurate or uninterrupted and shall not be responsible for any errors or omissions. Avro-Tracker reserves the right to make changes without notice. Since these Terms of Use may change periodically, please check back from time to time. For your information, the date of the last update to these Terms of Use is stated at the bottom of this document.

2. Disclaimer of Warranty

   AVRO-TRACKER MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION PUBLISHED ON THIS WEB SITE FOR ANY PURPOSE. ALL SUCH INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. AVRO-TRACKER HEREBY DISCLAIMS ALL WARRANTIES WITH REGARD TO THIS INFORMATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL AVRO-TRACKER BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THIS WEB SITE.

   THE USER AGREES THAT USE OF THE WEB SITE IS AT THE USER'S SOLE RISK AND THAT THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF MATERIAL POSTED ON THE WEB SITE.

3. Intellectual Property Rights

   All intellectual property rights included in or related to the web site (including but not limited to copyrights, trademarks, trade dress and service marks) are owned or licensed by Avro-Tracker or its subsidiaries or affiliates. Users acknowledge that all data developed and/or collected by Avro-Tracker in connection with the operation of the web site shall be the exclusive property of Avro-Tracker. Users are prohibited from reproducing, reverse engineering, transmitting, disassembling, modifying or creating derivative works with respect to the web site. Nothing on this web site is to be construed as granting, by implication, estoppel or otherwise, any license or right to the use of intellectual property displayed on the web site, without the prior written permission of Avro-Tracker. Any rights not expressly granted herein are reserved.

   All third party content published on this web site is the property of respective third party owners and may not be copied or distributed in any way by Users.

   Users shall comply with all applicable laws when accessing this web site or using information published on the web site.

4. Links

   Avro-Tracker may provide links to other web sites on the World Wide Web, including links to sites of Avro-Tracker subsidiaries, affiliates and authorized dealers which let the User leave Avro-Tracker's site. The linked sites are not under the control of Avro-Tracker and the User acknowledges and agrees that Avro-Tracker is not responsible for the availability of such external sites, and does not endorse and is not liable for any content, advertising, products or other materials on or available on such third party sites. Avro-Tracker expressly disclaims any responsibility to filter any such content.

5. Interactive Usage

   Except for personally identifiable information, which is governed by our Privacy Policy, any information provided to Avro-Tracker or posted on the web site shall be provided and received by Avro-Tracker on a non-confidential basis. Avro-Tracker shall be free to use such information on an unrestricted basis. Any unauthorized or inappropriate material, as determined by Avro-Tracker, is subject to removal by Avro-Tracker. No solicitations may be placed on Avro-Tracker's web site without the approval of Avro-Tracker. No person accessing the web site may place or create any offensive or disruptive materials. No User shall post any information that infringes on the intellectual property rights of a third party. In the event of such infringement, User shall be liable for all damages associated with or arising out of such infringement or arising from User's violation of these terms and conditions and shall defend and indemnify Avro-Tracker from the same.

   Avro-Tracker reserves the right to discontinue User's access to this web site, or to discontinue or change the web site at Avro-Tracker's sole discretion.

6. International Usage

   Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

   Avro-Tracker or its service providers control and operates this web site from within the United States of America, and has designed this web site to comply with U.S. and State of Ohio law. This site has no obligation to comply with non-U.S. law.

   The English language Terms of Use is Avro-Tracker's official agreement with Users of this web site. In case of any inconsistency between the English language Terms of Use and its translation into another language, if any, the English language document shall control.

7. Copyright Infringement Notification

   If you believe that any of the information posted to this web site infringes a copyright, trademark, patent or other right of another party, please contact Avro-Tracker at:

   Director of Intellectual Property
   Avro Tracker.
   2 Marconi Road – P.O. Box 990
   Oxbow, Saskatchewan
   Canada
   S0C 2B0
   Tel: 306-988-1678
   Email: glynn.haughton@avrogse.com

8. Governing Law and Jurisdiction

   These Terms of Use and any disputes arising under or related to these Terms of Use or this web site will be governed by the laws of Ohio without reference to conflict of law principles. Any disputes shall be resolved exclusively in the state or federal courts of Ohio located in the county in which Avro-Tracker does business.

   © Avro Tracker., 2017. names, designs, logos and related marks, are registered trademarks or trademarks of Avro Tracker., or its subsidiaries or affiliates, or other owners of such marks. All rights reserved.

• *Important: Read Terms and Conditions Below: *

  Service. This agreement ("Agreement") is effective on the date entered on the Order Form (the "Effective Date"). Capitalized terms shall have the meanings set forth in this Agreement or on the Order Form issued with this Agreement. By signing the Order Form or by using the Services, you are accepting the terms and conditions of this Agreement. You acknowledge that the Service requires proximity to cellular communications or a wireless network and compatible coverage in order to operate. If you are unclear about the cellular or wireless communications coverage in your area, request a demonstration of the Service prior to entering into this Agreement. Though we will contract with a third party carrier for cellular or wireless communication for your use of the Service, we assume no liability for any failure of the cellular or wireless network. You are responsible for providing cellular or wireless network boosters if necessary for the proper operation of the Service.

• License. We hereby grant you a nonexclusive, non-transferable license (without the right to sublicense) to access and use the Service for the Term and for the Units set forth on the Order Form.

• Access to Customer Portal. You will be provided with log in credentials to access our customer portal. You are solely responsible for any access to the portal via your login credentials and for compliance with all rules of use of the customer portal. You agree to promptly notify us and reset your login credentials in the event you believe they may have been compromised.

• Right to Disable a Licensed User. We reserve the right to disable your access to the Service if your use of the Service violates this Agreement.

• Transfer of Service. You may transfer the Service from one Unit to another with our written consent. Transfer costs may apply and shall be agreed to by both of us in writing.

• Ownership of Service. The Service is our property or that of our licensors and is protected by copyright and other laws. Except for the limited licenses granted under this Agreement, the terms of this Agreement do not convey any ownership or other rights of any kind to you in or to the Service. We, or our licensors, retain all right, title and interest in the Service and the data stored in the Service to the extent the data is entered by us or our service providers. You will own the data that is entered into the Service or is transmitted into the Service via the telemetry device. Unless expressly provided for in this Agreement, you have no right to receive any enhancements or other modifications to the Service. Except as may otherwise be permitted in this Agreement, you agree that you will not (a) reproduce, publish, display, distribute, sell, sublicense, transfer, rent, lease, broadcast, timeshare, loan, disclose, or otherwise make available the Service, or any part of the Service, to any third party; (b) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the Service; (c) modify, translate, adapt, alter or create derivative works based upon the Service; (d) remove any proprietary notices, labels, or trademarks or service marks on any Service; (e) merge the Service with another program (unless otherwise authorized herein); (f) use the Service for any purposes other than those explicitly stated in this Agreement; (g) have any right to any source code for the Service (h) permit any party not specifically licensed in this Agreement to use the Service.

• Our Use of Your Data. You acknowledge that we, our service providers and licensors will have access to your data and will have the right during the Term and thereafter to examine and use any data stored in the Service, to audit your access to and usage of the Serviceto provide services and recommendations to you and for our own general business. We agree not to use any data that you input into the Service that would, by the law controlling this Agreement, constitute personally identifiable information, with any third party except as required to provide Service under this Agreement or as may be required by law.

• Term. This Agreement shall commence on the Effective Date and at the end of the initial term will automatically renew on a month by month basis at the then current monthly fee.

• Termination of Agreement. Either party may cancel this Agreement and/or an Order Form issued under this Agreement (a) upon written notice if the other party commits a material breach which it fails to cure within thirty (30) days of written notice of such breach; (b) immediately if a party has a receiver appointed, or enters into bankruptcy, except as may be prohibited by law. After the initial Term, either party may terminate the individual Order Form for convenience upon thirty days prior written notice.

• Survival. The rights and obligations of the parties under the license, ownership of service, limited warranty and limitation of liability clauses shall survive the expiration or termination of this Agreement.

• Payment Terms. You agree to pay us or our Servicing Dealer as specified on an Order Form, the amount set forth on the Order Form. Payment is due monthly in arrears within (30) days after the invoice date. Except as specifically set forth in this Agreement, all amounts paid by you shall be non-refundable.

• Late Payment. We reserve the right to charge a late fee equal to the lesser of one and one-half percent (1.5%) per month, or the maximum charge permitted under applicable law, on any amounts not paid when due. You agree to reimburse us for all reasonable costs incurred (including reasonable attorneys' fees) in collecting past due amounts you owe.

• Taxes. All amounts payable are exclusive of taxes. Except for taxes based on our income, you will be responsible for payment of all applicable taxes, including without limitation, value-added, state or provincial and local excise, sales, withholding and use taxes and any other applicable governmental assessments ("Tax"). Notwithstanding the foregoing, you may provide us with a tax exemption certificate or a direct pay permit acceptable to the taxing authority. If you fail to pay any applicable Tax, then we may pay such Tax on your behalf and seek reimbursement from you.

• Limited Warranty. The Service provides certain data about the Unit on which it is installed. The Service is not intended for use as a critical system, and we cannot make any guarantee of the communication uptime of the Service; we will use commercially reasonable efforts to ensure that the Service is operational if the failure of the Service is due to a failure that is within our control. During the Term, we agree at our sole option and expense, to make commercially reasonable efforts to correct defects in the Service that are identified and documented by you, and confirmed by us. Our obligation and sole liability is to replace or make commercially reasonable efforts to take correct the Service. The remedy stated in this Section is our entire obligation and your sole and exclusive remedy for breach of warranty under this Agreement and shall be in lieu of any other remedy available to you at law or in equity. This warranty shall not apply if the Service or the Unit has been (a) altered, modified, or enhanced except by us; (b) subjected to misuse, negligence, computer or electrical malfunction; or (c) used, adjusted, installed or operated other than in accordance with the documentation provided with the Service, or as authorized in writing by us. No warranties shall apply in the event of an uncured breach of this Agreement by you for which notice of breach has been given. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR THE ABSENCE OF ASECURITY INTEREST, LIEN OR ENCUMBRANCE. SPECIFICALLY, AND NOT IN LIMITATION OF THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER NEEDS OR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS IN THE SERVICE CAN OR WILL BE CORRECTED.

• Intellectual Property Indemnity. We agree to indemnify, defend, and hold you harmless from any claims, damages or other liabilities based on a third party claim (Claims) that the Service infringes a valid United States patent, copyright, trademark, or trade secret of a third party. This indemnification obligation is contingent upon (i) you notifying us within five days in writing of any Claim of which you are aware and for which indemnification is requested and (ii) you agreeing to provide reasonable cooperation in the defense or settlement of such Claim. We will have the sole control of the defense of any Claims and of all negotiations for its settlement, provided that we will not enter into a settlement that requires any admission of liability, fault, or wrongful act or conduct on your part. If your use of the Service is enjoined, or if in our judgment is likely to be enjoined, we may, at our option and expense, and as a complete remedy to you, either (a) substitute equivalent non-infringing Service, (b) modify the Service so that it no longer infringes but remains functionally equivalent, (c) obtain for the right for you to continue using the Service, or (d) if we determine none of the foregoing are commercially practicable, terminate this Agreement and the Service. We shall not have any liability to you to the extent that (i) any Claim arises from use of the Service in combination with equipment or software not supplied by us where the Service would not be infringing by itself, (ii) use of Service in an application or environment for which it was not designed or not contemplated under this Agreement, (iii) use of the Service in breach of this Agreement (iv) any Claims in which you or any of your affiliates have an interest or license.

• Limitation of Liability. We do not guarantee the uninterrupted working of the Service or of a Unit, and shall not be liable to you or any other person or entity for any damages whatsoever and howsoever caused, including indirect, incidental, consequential, exemplary or punitive damages or those resulting from a defective Unit, or resulting from failure to provide Service for any cause whatsoever, or for mistakes, omissions, interruptions, delays, errors in transmission, defects in transmission, failures or defects in Service or a Unit. Our aggregate liability under this Agreement for any cause of action or damages whatsoever shall not exceed the fees paid by you in the one-month period immediately preceding the claim. No credit allowance will be given for interruptions.

• General Provisions. Force Majeure. We shall not be liable to you for any loss or damage resulting from any delay or failure of the Service or a Unit, or any part thereof, or our ability to perform our obligations hereunder, in any respect, if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond our control. Such events, occurrences, or causes include, without limitation, acts of God, strikes, lockouts, inability to secure materials, transportation or facilities, riots, acts of war, terrorist acts, governmental actions, floods, earthquakes, other natural disasters, fires, explosions, failure of any wireless or cellular network or the internet.

  Assignment.You may not assign this Agreement in whole or in part, whether by operation of law or otherwise, without our advance written consent. Any purported transfer or assignment in violation of this section shall be null and void and of no force and effect and such consent shall not be unreasonably withheld.

  Successors. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

  Notices. All notices given hereunder shall be in writing, and shall be deemed to be duly given if delivered by any of the following methods: (i) by personal delivery; (ii) by registered or certified mail, postage prepaid, return receipt requested; or (iii) by a nationally recognized overnight courier. A notice sent by certified mail or express courier shall be deemed given on the date of receipt or refusal of receipt. Notices shall be sent to the respective addresses of each party as set forth on the Order Form.

  Severability. If any provision herein is held invalid or unenforceable by a court of competent jurisdiction, then such provision shall, to the extent of such invalidity or unenforceability, be severed. All other provisions shall continue in full force and effect and shall be construed so as to best effectuate the intention of the parties.

  USA Contracts Only. Services licensed under this Agreement are Commercial Computer Software under United States Federal Government Acquisition Regulations and agency supplements thereto. Services are provided to the federal government and its agencies only under the Restricted Rights Provision of the Federal Acquisition Regulations applicable to commercial software developed at private expense and not in the public domain. The use, duplication or disclosure by the government is subject to restrictions as set forth in this Agreement.

  No Third Party Beneficiary. This Agreement is made and entered into for the sole benefit of the parties hereto and is not intended to convey any rights or benefits to any third parties, nor will this Agreement be interpreted to convey any benefits or rights to any person except the parties hereto.

  Governing Law and Venue. This Agreement and all disputes hereunder, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Ohio without reference to its conflicts or choice of law provisions. All claims, disputes and/or lawsuits in connection with this Agreement shall be brought in the courts of the State of Ohio, and each party to this Agreement hereby irrevocably submits to the jurisdiction and venue of such courts.

  Waiver. The failure or delay by any party in exercising any right or remedy hereunder shall not operate as a waiver of any such right, power or remedy. Waiver by any party of any default shall not waive any prior, concurrent or subsequent defaults by another party.

  Headings. The descriptive headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

  Entire Agreement. This Agreement and the Order Forms constitute the entire understanding and agreement between the parties with respect to the subject matter thereof and supersede all prior and contemporaneous proposals, agreements and representations between them, whether written or oral. In the event of any conflict between the Agreement and any Order Form(s) the Order Form(s) shall govern. Any amendments to this Agreement must be in writing and signed by an authorized representative of each party. Any terms or conditions contained in any purchase orders or other documents you may issue shall be void and of no force or effect.

By Signing, I agree to terms & conditions.

January 1, 2017