AccuGPS Terms of Service
(Last Updated: JANUARY 2021)
Below are the Terms of Service (the “Terms”) reference in our Order Confirmation. Please read and review these carefully as they because they explain your use of our products and services. The Customer, together with AccuGPS, are referred to as the “Parties”. Welcome to the AccuGPS Family!
1.1 “Account” means the accounts Customer creates, via the Hosted Software, to access Customer Data.
1.2 “Affiliates” means any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Customer.
1.3 “Apps” means software applications for smartphones and tablets distributed by AccuGPS through Google Play or through the Apple App Store.
1.4 "Authorized User" means Customer’s employees and/or contractors whom Customer authorizes to use the AccuGPS Software strictly on its behalf.
1.5 “Customer” or "you" means the company or legal entity for which you are accepting these Terms, and Affiliates of that company or entity.
1.6 “Customer Data” means data captured by Customer’s use of the Hardware, data submitted by Customer or by a third party on Customer's behalf into Apps and Hosted Software, and the analysis, reports, and alerts generated by the Products containing such data. For the avoidance of doubt, Customer Data does not include any AccuGPS Software.
1.7 "Documentation" means any Product training, technical services, or documentation made available to Customer through the AccuGPS website or otherwise made available to Customer by AccuGPS.
1.8 “Firmware” means software embedded in or otherwise running on the Hardware.
1.9 “Hardware” means the AccuGPS hardware devices such as gateways, cameras, sensors, controllers, vision systems, and accessories, that Customer has purchased, received for a free trial, or has otherwise acquired via an Order Confirmation Form.
1.10 “Hosted Software” means AccuGPS's web-based software platform, including the interface accessed online at cloud.AccuGPS.com.
1.11 “Order Confirmation Form” means the quote describing the purchase of AccuGPS Products and licenses issued by AccuGPS.
1.12 "Pre-Launch Offerings” means any AccuGPS hardware and/or software offerings and related documentation and accessories that are not generally available to AccuGPS customers and that may be in the research, development, prototyping, and/or testing phase.
1.13 “Products” means the Hardware and Services.
1.14 "Professional Services" means the training, consulting, or other professional services that are provided by AccuGPS to Customer (i) as purchased separately by Customer pursuant to an Order Confirmation Form, (ii) in AccuGPS’s sole discretion, or (iii) as otherwise mutually agreed between the Parties.
cost of purchased Hardware. For the avoidance of doubt, a Refund may only be issued as expressly provided hereunder.
1.15 “AccuGPS Software” means the Apps, Firmware, and Hosted Software, and any improvements, modifications, patches, updates, and upgrades thereto that AccuGPS develops or provides in connection with these Terms, and Support Services.
1.17 “Services” means the AccuGPS Software and Professional Services.
1.18 “Support Services” means the customer support services described at https://www.AccuGPS.com/support, and Documentation, but excluding any Professional Services.
2. Agreement to Terms. By clicking a box indicating your acceptance of these Terms, by executing an Order Confirmation Form or other contract that references these Terms, by purchasing Products or otherwise entering into an Order Confirmation Form or other contract with AccuGPS, a AccuGPS reseller, or any other entity or individual for the purchase of Products or under which Products are made available to you, or by otherwise accessing and/or using the Products, whichever is the earlier, you accept and agree to be bound by these Terms. If you do not agree to these Terms or you are not authorized to access and/or use the Products, you shall not access or use the Products. If you are accessing and/or using the Products on behalf of a company (such as your employer) or other legal entity that is our Customer, you agree to these Terms on behalf of such company or other legal entity, and you represent and warrant that you have the authority to bind such company or other legal entity to these Terms. If you have entered into a separate contract with AccuGPS with respect to your purchase of Products or under which Products are made available to you, to the extent there is a conflict between such separate contract with AccuGPS and these Terms, such separate contract with AccuGPS shall prevail. References to “you” and “your” in these Terms refer to that company or other legal entity, our Customer. You may not use the Products if you are our direct competitor, as determined in our sole discretion, except with our prior written consent.
3. Changes to Terms or Services. AccuGPS may modify the Terms at any time, in our sole discretion. If AccuGPS does so, AccuGPS will inform you either by posting the modified Terms within the Services or through other communications with you, our Customer. It’s important that you review the Terms whenever AccuGPS modifies them because if you continue to use the Products after AccuGPS has posted modified Terms on the Services, you are indicating to AccuGPS that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not continue to use the Products.
4. License. Subject to the terms and conditions specified in these Terms or an applicable Order Confirmation Form, AccuGPS grants Customer a non-sublicensable, non-exclusive, non-transferable, limited and revocable license to use and access the AccuGPS Software in accordance with the Documentation, until the license term on an applicable Order Confirmation Form expires or the earlier termination of these Terms.
The Support Services and the Hosted Software SLA at here are included as part of the license grant and contingent upon a valid license. The Firmware license for each item of Hardware that the Customer purchases is contingent upon Customer purchasing and maintaining a valid license to the AccuGPS Software.
5. License Restrictions. Customer agrees not to do or attempt to do any of the following without AccuGPS’s express prior written consent: (i) resell, white label, or reproduce the AccuGPS Software or any individual element within the AccuGPS Software, AccuGPS’s name, any AccuGPS trademark, logo or other proprietary information, or the layout and design of any part of the AccuGPS Software; (ii) access, tamper with, or use non-public areas of the AccuGPS Software, AccuGPS’s computer systems, or the technical delivery systems of AccuGPS’s providers; (iii) probe, scan or test the vulnerability of any AccuGPS system or network or breach any security or authentication; (iv) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by AccuGPS or any of AccuGPS’s providers or any other third party (including another user) to protect the AccuGPS Software; (v) transfer, copy, modify, sublicense, lease, lend, rent or otherwise distribute the Firmware to any third party; (vi) unless permitted under applicable law, decipher, disassemble, decompile or reverse engineer any aspect of the AccuGPS Software, in whole or in part; (vii) hack into, disable, disrupt, or access without authorization any part of the Services; (viii) impersonate or misrepresent an affiliation with any person or entity; (ix) use or access the AccuGPS Software for any competitive purpose; (x) perform benchmark testing on the AccuGPS Software; (xi) violate any applicable law or regulation; or (xii) encourage or enable any other individual to do any of the foregoing. AccuGPS has the right to investigate violations of these Terms or conduct that affects the AccuGPS Software. AccuGPS may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
6. Hardware Installation and Equipment Maintenance. Customer is responsible for installation of the Hardware and ongoing maintenance of any equipment into which Hardware is installed. Depending on the Customer’s intended use of the Products, Customer may require professional installation of the Hardware or ongoing professional maintenance of any equipment into which Hardware is installed. If Customer is unable to install the Hardware or to conduct such ongoing maintenance, or if Customer is uncertain that Customer has the requisite skills and understanding, Customer agrees to consult with a qualified installer or maintenance professional. Improper installation of the Hardware or maintenance of the equipment into which Hardware is installed can lead to damage of such equipment or dangerous or life-threatening conditions, which can cause property damage, bodily injury, and/or death. Customer may notify AccuGPS if Customer did not order the correct Hardware cables for Hardware installation. For more information on AccuGPS's Cable Exchange Policy, please visit https://www. HYPERLINK "https://www.AccuGPS.com/support/hardware-warranty"AccuGPS HYPERLINK "https://www.AccuGPS.com/support/hardware-warranty".com/support/hardware-warranty.
7. Product Updates.
7.1 General. AccuGPS continuously improves the Products, and may from time to time (i) update the AccuGPS Software and cause Firmware updates to be automatically installed onto Customer AccuGPS Hardware; (ii) update the Apps; or (iii) upgrade Hardware equipment to newer models. AccuGPS may change or discontinue all or any part of the Products, at any time and without notice, at AccuGPS’s sole discretion. If AccuGPS discontinues supporting the Products or Services you have ordered in accordance with these Terms without replacing them with an updated version or newer model, you may request a Refund. Updates or upgrades may include security or bug fixes, performance enhancements, or new functionality, and may be issued with or without prior notification to Customer. Customer hereby consents to such automatic updates.
7.2 Pre-Launch Offerings. From time to time, AccuGPS may in its sole discretion make Pre-Launch Offerings available to Customer. Should Customer opt to use Pre-Launch Offerings: (i) Customer agrees to provide all feedback reasonably requested by AccuGPS regarding such Pre-Launch Offerings and agrees that AccuGPS shall have all rights, title, and interest in and to all comments, suggestions, and other feedback (collectively, “Feedback”) provided by Customer to AccuGPS related to the Pre-Launch Offering. Customer shall and hereby does irrevocably transfer and assign to AccuGPS all right, title, and interest it may have in such Feedback to AccuGPS, and AccuGPS hereby accepts such transfer; (ii) Customer agrees to assume all risk, and waive and release AccuGPS from any claims, liabilities, damages, and losses, arising from or related to, directly or indirectly, the Pre-Launch Offerings; and (iii) Customer agrees to, without limitation as to amount, defend, indemnify, and hold harmless AccuGPS from any third party claims arising from or related to, directly or indirectly, the Pre-Launch Offerings. PRE-LAUNCH OFFERINGS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. Customer acknowledges that Pre-Launch Offerings that may interact, interface, or integrate with third party products and/or services may not be validated or supported by such third parties and may interfere with the operations of or void warranties for such third party products and/or services. Except as explicitly set forth otherwise in this Section 7.2, Pre-Launch Offerings are subject to the same terms and conditions as are applicable to a “Product” under these Terms.
8. Payment, Shipping, and Delivery. The payment and billing terms are set forth in the applicable Order Confirmation Form. AccuGPS may submit Customer contact information and information related to the timeliness of Customer’s payments to credit rating, credit reporting, or similar agencies. Customer is responsible for all payments of applicable taxes, however designated or incurred under these Terms, and Customer shall reimburse AccuGPS for any taxes paid or payable on behalf of Customer. All shipments are FOB (Incoterm 2010) origin, freight pre-paid and added to the Customer’s invoice.
9. Accounts. Customer shall be solely responsible for administering and protecting Accounts. Customer agrees to provide access to the AccuGPS Software only to Authorized Users, and to require such Authorized Users to keep Account login information, including user names and passwords, strictly confidential and not provide such Account login information to any unauthorized parties. Customer is solely responsible for monitoring and controlling access to the AccuGPS Software and maintaining the confidentiality of Account login information and any provided API tokens. In the event that Customer or any Authorized User becomes aware that the security of any Account login information has been compromised, Customer shall immediately notify AccuGPS and de-activate such Account or change the Account’s login information. Authorized Users may only use the AccuGPS Software strictly on behalf of Customer and subject to the terms and conditions applicable to Customer herein. Customer is responsible and liable for any breach by an Authorized User of his or her obligations hereunder.
10. Customer Data.
10.1 Ownership and Usage. Customer Data is accessible via the AccuGPS Software. Customer owns all Customer Data, and AccuGPS will keep Customer Data confidential. Customer hereby grants to AccuGPS a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, display, and distribute Customer Data in connection with operating and providing the Services. AccuGPS will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. AccuGPS will not share Customer Data without Customer consent, except when the release of data is compelled by law or permitted herein. AccuGPS may collect and use analytics, statistics or other data related to the Customer Data and Customer’s use of the AccuGPS Software (i) in order to provide the AccuGPS Software to Customer; (ii) for statistical reporting and use (provided that such data is not personally identifiable); or (iii) to monitor, analyze, develop upon, maintain, and improve the AccuGPS Software. Such use shall survive the termination of these Terms, unless legally prohibited or Customer requests in writing upon termination that such use be limited to non-personally-identifiable data. Customer may export Customer Data at any time through the export features in the AccuGPS dashboard or via the AccuGPS API. Customer acknowledges that some information may not be exportable via the AccuGPS dashboard or the API. If these Terms terminate or expire and Customer does not renew, Customer Data may be immediately deleted.
10.2 Customer Data Representation and Warranty. Customer represents and warrants that: (i) Customer will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorizations and/or agreements from any employee or third party that are necessary for AccuGPS to collect, use, and share Customer Data in accordance with these Terms and (ii) no Customer Data infringes upon or violates any other party’s intellectual property rights, privacy, publicity or other proprietary rights. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ACCUGPS AND, IF RELEVANT, ITS SUBPROCESSORS AGAINST ANY LIABILITIES, DAMAGES, DEMANDS, LOSSES, CLAIMS, COSTS, FEES (INCLUDING LEGAL FEES), AND EXPENSES IN CONNECTION WITH ANY THIRD-PARTY LEGAL OR REGULATORY PROCEEDING ARISING FROM ANY ACT OR OMISSION OF THE CUSTOMER IN RELATION TO CUSTOMER INSTRUCTIONS OR FROM THE CUSTOMER’S BREACH OF THIS SECTION 10.2.
10.3 Data Protection Addendum. The "Data Protection Addendum" at https://www. HYPERLINK "https://www.AccuGPS.com/data-protection-addendum"AccuGPS HYPERLINK "https://www.AccuGPS.com/data-protection-addendum".com/data-protection-addendum sets forth the Parties’ agreement with respect to the terms governing any Processing of Personal Data by AccuGPS on the Customer’s behalf pursuant to these Terms. The Data Protection Addendum forms part of these Terms and supersedes any prior agreements regarding Customer Personal Data. The terms “Processing”, “Personal Data”, and “Customer Personal Data” used in this Section are all defined in the Data Protection Addendum.
11.1 Confidential Information. “Confidential Information” means any technical, financial, or business information disclosed by one Party to the other Party that: (i) is marked or identified as “confidential” or “proprietary” at the time of such disclosure; or (ii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. AccuGPS Confidential Information includes information related to any Products, including the pricing thereof, customers, and any data or information that AccuGPS provides to Customer in the course of providing the Products to Customer. Customer Confidential Information includes Customer Data and any data or information that Customer provides to AccuGPS for the purpose of evaluating, procuring, or configuring the Services (for example, makes and models of vehicles or equipment, address book or CRM data, vehicle routes, or similar information). Confidential Information excludes information that: (i) is now or hereafter becomes generally known or available to the public, through no breach of the receiving Party’s confidentiality obligations; (ii) was known, without restriction as to use or disclosure, by the receiving Party prior to receiving such information from the disclosing Party; (iii) is acquired by the receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving Party without use or knowledge of or reference to any Confidential Information of the disclosing Party.
11.2 Confidentiality Obligations. The receiving Party agrees: (i) to maintain the disclosing Party’s Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third parties (except for any agents of receiving Party in performing under these Terms under reasonable confidentiality obligations); and (iii) not to use any such Confidential Information for any purpose except to perform under these Terms or as authorized by the disclosing Party. Notwithstanding anything to the contrary in these Terms, the receiving Party may disclose the disclosing Party’s Confidential Information to the extent required by law or regulation, provided that the receiving Party uses reasonable efforts to give the disclosing Party advance notice of such requirement and reasonably cooperates with the disclosing Party at the disclosing Party’s expense in preventing, limiting, or protecting such disclosure.
12. Proprietary Rights.
12.1 AccuGPS Software. AccuGPS and its licensors exclusively own all right, title and interest in and to the AccuGPS Software that Customer accesses or licenses, including all associated intellectual property rights. Customer acknowledges that the AccuGPS Software is protected by copyright, trademark, and other laws of the United States and foreign countries. Customer agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Customer shall and hereby does irrevocably transfer and assign to AccuGPS all right, title, and interest it may have in the AccuGPS Software to AccuGPS and AccuGPS hereby accepts such transfer. No ownership rights are being conveyed to Customer under these Terms. Except for the express rights granted herein, AccuGPS does not grant any other licenses or access rights, whether express or implied, to any other AccuGPS software, services, technology or intellectual property rights.
12.2 Firmware. The Firmware is licensed, not sold. Customer owns the Hardware on which the Firmware is recorded, but AccuGPS retains ownership of the copy of the Firmware itself, including all intellectual property rights therein. Customer acknowledges that the Firmware is protected by copyright, trademark, and other laws of the United States and foreign countries. AccuGPS reserves all rights in the Firmware not expressly granted to Customer in these Terms. Customer acknowledges and agrees that portions of the Firmware, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of AccuGPS and its licensors.
13. Wifi Data Usage. The Enterprise Vehicle Gateway License (LIC-VG-ENT) includes up to 500 MB per month of WiFi data, and the Express Vehicle Gateway License (LIC-VG-EXPRESS) includes up to 200 MB per month of WiFi data. No other Vehicle Gateway license includes WiFi data, unless identified otherwise in the applicable Order Confirmation Form together with the magnitude of data included. Connectivity between the Vehicle Gateway and AccuGPS Services does not count towards the monthly WiFi data provision. AccuGPS reserves the right to limit access to personal entertainment streaming services. Data usage above the monthly threshold may result in the reduction of connection speeds, the restriction of connectivity, the interruption of connectivity, or some combination thereof. Restriction or interruption of connectivity will not impact the function of HOS Logs. Customer may track data usage from the Gateways page within the Settings section of the AccuGPS dashboard.
14. Links to and Integrations with Third Party Products or Services. The Products may contain links to and/or integrate with third party websites, resources, products and/or services. ACCUGPS PROVIDES THESE LINKS AND INTEGRATIONS “AS IS” WITHOUT WARRANTY OF ANY KIND AND ONLY AS A CONVENIENCE. AccuGPS is not responsible for the content, functionality, or availability of such third party products and/or services. Customer acknowledges sole responsibility for and assumes all risk arising from its use of any third party websites, resources, products and/or services and any links or integrations made available thereto.
15. Publicity. Customer hereby grants AccuGPS permission to use the Customer name and logo on AccuGPS’s website, customer lists, and marketing materials to list Customer as a customer. However, AccuGPS will not use Customer’s name, trademarks, or logos in any other way without Customer’s prior consent.
16. Term. The term of these Terms begins upon the date on which you accept these Terms, by clicking a box indicating your acceptance, by executing an Order Confirmation Form or other contract that references these Terms, by purchasing Products or otherwise entering into an Order Confirmation Form or other contract with AccuGPS, a AccuGPS reseller, or any other entity or individual for the purchase of Products or under which Products are made available to you, or by otherwise accessing and/or using the Products, whichever is the earlier, and shall continue until (i) the end of the license period set forth in the last active Order Confirmation Form or other contract you entered into for the purchase of Products or under which Products are made available to you, (ii) you are no longer authorized to access and/or use the Products, or (iii) otherwise terminated earlier as provided hereunder, whichever is earliest.
16.1 Termination. AccuGPS may terminate your access to and use of the Products, at its sole discretion, at any time upon notice to you. However, if AccuGPS terminates your access to the Services at its convenience and not due to your breach of these Terms, then AccuGPS will provide you with a Refund.
16.2 Effect of Termination. Upon any termination or expiration of these Terms, the following Sections of these Terms will survive: 5 (License Restrictions), 7.2 (Pre-Launch Offerings), 8 (Payment, Shipping, and Delivery), 10 (Customer Data), 11 (Confidentiality), 12 (Proprietary Rights), 16 (Term), 17 (Warranty Disclaimers), 18 (Limitation of Liability), 19 (Dispute Resolution), 20 (Governing Law), and 21 (General Terms). At the Customer’s request, and subject to AccuGPS’s data retention and backup policies, AccuGPS shall delete and remove any Customer Data on the Hosted Software.
17. Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, ACCUGPS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. AccuGPS makes no warranty that the Services will meet Customer’s requirements or be available on an uninterrupted, secure, or error-free basis. AccuGPS makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any analytics or Customer Data. For more information about the AccuGPS Hardware warranty, please visit https://www. HYPERLINK "https://www.AccuGPS.com/support/hardware-warranty"AccuGPS HYPERLINK "https://www.AccuGPS.com/support/hardware-warranty".com/support/hardware-warranty.
18. Limitation of Liability.
18.1 No Consequential Damages. NEITHER ACCUGPS NOR CUSTOMER NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PRODUCTS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.
18.2 Cap. EXCEPT AS TO ANY EXPRESS INDEMNIFICATION OBLIGATION SET FORTH HEREIN, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS EXCEED THE AMOUNTS CUSTOMER HAS PAID TO ACCUGPS HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE DAMAGE, OR IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO ACCUGPS (FOR EXAMPLE THROUGH A FREE TRIAL), ONE HUNDRED DOLLARS ($100).
18.3 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ACCUGPS AND CUSTOMER.
19. Dispute Resolution. Any dispute arising from or relating to the subject matter of these Terms that cannot be resolved by the Parties within a period of sixty (60) days after notice of a dispute has been given by one Party hereunder to the other, shall be finally settled by arbitration in San Francisco, California, United States, using the English language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes.
20. Governing Law. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to these Terms or Customer use of the Products will be the state and federal courts located in San Francisco County, California, United States, and both Parties consent to the jurisdiction of such courts with respect to any such actions.
21. General Terms.
21.1 Miscellaneous. These Terms together with any applicable Order Confirmation Form constitute the entire and exclusive understanding and agreement between AccuGPS and you regarding the Products, and these Terms supersede and replace any and all prior oral or written understandings or agreements between AccuGPS and you regarding the Products. If there is a conflict between the terms of an Order Confirmation Form and these Terms, then the terms of the Order Confirmation Form controls over these Terms. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without AccuGPS’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of your company. Any attempt by you to assign or transfer these Terms, without such consent, will be null. AccuGPS may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors and permitted assigns. Any notices or other communications provided by AccuGPS under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; (ii) by posting to AccuGPS’s website; or (iii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Either Party’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of both Parties. Except as expressly set forth in these Terms, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
21.2 Acceptable Use. Customer may not, and may not allow any third-party, including its Authorized Users, to use the Products: (i) for any inappropriate, improper, discriminatory, illegal, or otherwise harmful purpose or (ii) to violate, or encourage the violation of, the rights of others which includes, without limitation, legal rights (e.g., intellectual property or proprietary rights) or human rights (i.e., the rights inherent to all human beings regardless of race, sex, nationality, ethnicity, language, religion, or any other status, including without limitation the right to life and liberty, freedom from slavery and torture, freedom of opinion and expression, the right to work and education, and many more), each as reasonably determined by AccuGPS. To report any potential misuse or violation, please email abuse@ HYPERLINK "https://www.AccuGPS.com/abuse@AccuGPS.com"AccuGPS HYPERLINK "https://www.AccuGPS.com/abuse@AccuGPS.com".com.
21.3 Export Restrictions. Customer shall not use the Products in violation of applicable export control or sanctions laws of the United States or any other applicable jurisdiction. Customer shall not use the Products if Customer is or is working on behalf of any restricted person or entity, including those listed on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Department of Commerce Denied Person's List or Entity List, the State Department's Debarred list, or similar denied parties list without prior authorization by the U.S. Government. Customer shall not export, re-export, or transfer the Products if for use directly or indirectly in any prohibited activity described in Part 744 of the U.S. Export Administration Regulations, including certain nuclear, chemical or biological weapons, rocket systems or unmanned air vehicle end-uses.
21.4 Force Majeure. AccuGPS is not liable or responsible, nor shall be deemed to have defaulted under or breached these Terms, for any failure to perform or delay in performing its obligations under these Terms due to an event of force majeure. An event of force majeure is any event or circumstance beyond AccuGPS’s reasonable control, such as war, hostilities, act of God, earthquake, flood, fire, or other natural disaster, strike or labor conditions, material shortage, epidemic, disease, government action, or failure of utilities, transportation facilities, or communication or electronic systems.
21.5 Financed Purchases. If you are accessing the Products through a financing entity (“Lender”), the terms in this Section shall apply. Any obligation you may have to the Lender is absolute and unconditional, not subject to any setoff or counterclaim as between you and Lender, unless agreed to otherwise in the financing agreement (“Financing Agreement”) you enter into with the Lender to finance your purchase of the Products. You acknowledge and agree that when you execute the Financing Agreement, the Lender is prepaying AccuGPS for the Products on your behalf and such prepayment is final and cannot be refunded by AccuGPS unless otherwise provided under these Terms. You accept the risk that any Products are not provided or are not satisfactory; provided this sentence does not affect your rights against AccuGPS as limited by these Terms, or AccuGPS's obligations to you under these Terms. If you choose to discontinue use of the Products for any reason, you will continue to be liable for any outstanding payment obligations specified in the Financing Agreement. If you have any claim against or dispute with AccuGPS, you may not take action by reason of such claims against Lender. If you are purchasing through a Lender, AccuGPS may terminate your access to the Products should you breach these Terms or the terms of the Financing Agreement. Any Refunds issued under this Agreement by AccuGPS shall be remitted to the Lender, and any impact such remittance has on your remaining payment obligations to Lender is governed by the Financing Agreement.
21.6 Contact Information. If you have any questions about these Terms or the Products, please contact AccuGPS at info@ HYPERLINK "mailto:info@AccuGPS.com"AccuGPS HYPERLINK "mailto:info@AccuGPS.com".com or by mail at 5727 E Seneca Turnpike, Jamesville, NY 13078.