Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
PROFESSIONAL SERVICES AGREEMENT
ISO Mobile' Sy Tracking Solutions Corp. Tracking Solutions Corporation Professional Services Agreement This Agreement is made on this P.m beir-1, 2©,fy and between Tracking Solutions Corp located at 7791 NW 46 Street Suite 306, Dora!, FL 33166, USA and City bf Clearwater located at 1900 Grand Ave. Clearwater, FL 33765, USA Information Tracking Solutions Corp. Collects to Provide the Services. A person who purchases the Services (a "Customer ") must provide his or her name, address, telephone numbers, email address, and payment card information ( "Personal Information ") to Tracking Solutions Corp. to activate the Services. Customers must promptly notify Tracking Solutions Corp. of any changes to such Personal Information. Tracking Solutions Corp. may also receive other information about a Customer, such as credit information, from other sources. Tracking Solutions Corp. will consider any such additional information about a Customer as Personal Information. When the Services are being used, Tracking Solutions Corp. periodically collects GPS coordinates that show the location of the, vehicle, or item that Customer chooses to track using the Services ( "Location information "). Tracking Solutions Corp. or its contractors retain Location information on their servers. Location information regarding Services performed for each Customer is linked to the Personal Information of that Customer. A Customer's Personal Information will be retained for as long as the Customer receives the Services and for any period during which there is a dispute between the Customer and Tracking Solutions Corp. Location information will be retained for each Customer for a period that Tracking Solutions Corp. will decide in its solediscretion. Customers may suspend the collection of Location information by turning off the Advanced GPS Device that Tracking Solutions Corp. uses to provide the Services. Customers may terminate the collection of Location information by terminating the Customer Agreement, as described in that agreement. Tracking Solutions Corp. may remove data that identifies any specific Customer from Personal and Location information and combine such data to create "Aggregate Information." Such anonymized Aggregate Information is not Personal or Location information. Information Tracking Solutions Corp. Collects from the Web Site. When Customers and others visit the Web site, Tracking Solutions Corp. collects the visitor's IP address (the unique set of numbers used to identify the visitor's computer), and his or her registered domain or home server. Tracking Solutions Corp. also collects information pertaining to the visitor's operating system, browser version, referring site, and keywords used to locate the Web site. Tracking Solutions Corp., its contractors and other third parties that help Tracking Solutions Corp. provide the Services or the Web site ( "Tracking Solutions Corp.'s agents ") may use "cookies" to improve visitors' experience at the Web site. A "cookie" is a small file placed on a Web site visitor's computer hard drive that identifies the computer and data about the visit so that, when the visitor returns to the site, the site recognizes the visitor, which allows Tracking Solutions Corp. to tailor its site to the visitor. Cookies do not contain personally identifiable information but may be linked to Personal Information that visitors provide to Tracking Solutions Corp. Advertisers that place ads on the Web site may use their own cookies. Any information collected by advertisers is not subject to this Privacy Policy. Tracking Solutions Corp. may use Web beacons, also known as 'Web bugs." Web beacons are typically small (1x1 pixel) graphic files placed on Web pages and other electronic documents that are often the same color as the background of Web page or other file. Web beacons can collect the IP address of the computer that the Web beacon is sent to, the URL of the page the Web beacon comes from, and the time the Web beacon was viewed. Tracking Solutions Corp. does not place Web beacons that link to Personal Information on other sites, nor does Tracking Solutions Corp. permitthird parties, other than those working on Tracking Solutions Corp.'s behalf, to place them on Tracking Solutions Corp.'s site. Tracking Solutions Corp. may use Web beacons on the Tracking Solutions Corp. Web site and may link a particular beacon to Personal Information. If a visitor requests information or orders products or services from Tracking Solutions Corp. by sending Tracking Solutions Corp. an e- mail or by filling out a registration form on the Web site, Tracking Solutions Corp. may save the visitor's e-mail address and any other information that the visitor provides. This information may be used by Tracking Solutions Corp. to provide services or products the visitor requests and to contact the visitor in the future by mail, bye- mail, or by phone to convey information about Tracking Solutions Corp.'s services. Such information also allows Tracking Solutions Corp. to respond to visitors' inquiries concerning career opportunities at Tracking Solutions Corp. Visitors will always be provided with the option not to be contacted or to unsubscribe if they register with the site. Initial r T50 Mobile By Tracking Sof titans Corp. How to Access and Correct Information Obtained by Tracking Solutions Corp. A Customer may obtain a copy of the Personal Information and the information collected from the Web site that Tracking Solutions Corp. has regarding that Customer by emailing a request for a copy of that information to support@TSOmobile.com or by sending a letter to 7791 NW 46thStreet, Suite 306 Doral, FL 33166 USA. Tracking Solutions Corp. will make a good faith effort to mail the information to the Customer at the address previously provided by the Customer if Tracking Solutions Corp. is supplied with sufficient information to allow it to confirm the identity of the person making the request. If any of the information regarding the Customer is inaccurate, the Customer may send corrected information and a request that Tracking Solutions Corp. correct its records to supporta.TSOmobile.com . Tracking Solutions Corp. will make the correction if Tracking Solutions Corp. is supplied with sufficient information to allow it to confirm the identity of the person making the request. How Information Is Secured. Tracking Solutions Corp. uses a variety of physical, technical, and procedural safeguards to guard against loss, misuse, and alteration of Personal and location information. For example, location information transmitted from Devices to Tracking Solutions Corp. is coded; access to Personal Information is limited to Tracking Solutions Corp. and contractor personnel who need the information to provide the Services; and Tracking Solutions Corp. uses and requires its contractors to use technical measures to guard against unauthorized access to Personal and location information. Tracking Solutions Corp. also requires Customers to use user identification and passwords to access Personal and location information. Similarly, when visitors to the Web site conduct payment card transactions with Tracking Solutions Corp., Tracking Solutions Corp. uses procedures required by the Payment Card Industry Data Security Standards. Tracking Solutions Corp. cannot, however, guarantee the security of any Personal or Location information, or information collected from the Web site. Despite Tracking Solutions Corp.'s efforts to secure such information, it may be accessed, disclosed, altered, or destroyed by a breach of Tracking Solutions Corp.'s physical, technical, and procedural safeguards. Customers use the Services and visitors use the Web site at their own risk. If Tracking Solutions Corp. learns that a Customer's Personal or location information has been disclosed to an unauthorized person, Tracking Solutions Corp. will attempt to notify the Customer. How Tracking Solutions Corp. Uses Customers' and Web site Visitors' Information. Tracking Solutions Corp. uses each Customer's Personal and location information to provide Services to that Customer. Tracking Solutions Corp. does not collect information of any kind other than to provide such Services. Tracking Solutions Corp. does not share, sell, or rent any Personal or Location information or information collected from the Web site to any third parties, other than to Tracking Solutions Corp.'s agents, and doesnot intend to do so in the future. Right to opt -out: Any Customer who does not want Tracking Solutions Corp. to share, sell, or rent any Personal or Location information or information collected from the Web site to any third parties, other than Tracking Solutions Corp.'s agents has the right to opt -out of such potential information sharing. To request that such information not be shared, a Customer should either send an email to support©TSOmobile.com or send a letter to Tracking Solutions Corp., Customer Care 7791 NW 46th Street, Suite 306 Doral, FL 33166 USA. Tracking Solutions Corp. may share Personal Information, Location information, and information collected from the Web site with Tracking Solutions Corp.'s agents, corporate affiliates, or advisors who help Tracking Solutions Corp. operate and improve its business. Tracking Solutions Corp. has entered into written agreements with its agents, corporate affiliates, and advisors to which it discloses Personal Information, Location information, and information collected from the Web site that requires them to adhere to pertinent provisions of this Privacy Policy and the Safe Harbor Principles issued by the U.S. Department of Commerce, which are available at http : / /www.export.gov /safeharbor /SH Privacv.asp. Tracking Solutions Corp. also prohibits its agents, corporate affiliates, and advisors from using any information disclosed to them by Tracking Solutions Corp. for purposes other than implementing Tracking Solutions Corp.'s instructions. Tracking Solutions Corp. may use Aggregate Data to analyze how Customers use the Services to determine ways in which Tracking Solutions Corp. can improve the Services and to consider offering new services to Customers. Tracking Solutions Corp. may also use information collected from the Web site to analyze traffic to the Web site to determine how to improve the site. Tracking Solutions Corp. may also use information from a Web beacon to ensure that a Customer can move between Tracking Solutions Corp.'s technical assistance Web page, the Customer service page, and Tracking Solutions Corp.'s online store and still be recognized as the same Customer. Tracking Solutions Corp. may use or disclose Personal and location information and information collected from the Web site: to comply with applicable laws; to protect the rights and property of Tracking Solutions Corp. or others; to protect a person's safety; to prevent abuse; as evidence in legal proceedings; to cooperate with properly authorized law enforcement investigations; and in response to subpoenas from third parties. Tracking Solutions Corp. will use good faith efforts to promptly notify a Customer of any subpoena that seeks any of the Customer's Personal or Location information to enable the Customer to seek to quash the subpoena. Finally, Tracking Solutions Corp. may disclose or sell Personal Information and information collected from the Web site as an asset in conjunction with the sale of Tracking Solutions Corp. to a third party or in conjunction with the sale of a portion of Tracking Solutions Corp.'s assets. Initial 4/III TSO Mobile 8yTrackln Solutions Corp. Children's Information Tracking Solutions Corp. recognizes the importance of protecting the privacy of children. Tracking Solutions Corp. will not knowingly collect any personally identifiable information from children. Personal Information collected from a Customer must be information from an adult. Consistent with the Children's Online Privacy Protection Act, the Web site is not directed to children under the age of thirteen. When a visitor to the Web site discloses information on the Web site, the visitor represents that he or she is an adult. If a child visits the Web site and provides his or her personally identifiable information, Tracking Solutions Corp. will delete that child's information from its records at the request of the child's parent orguardian. Information Collected by Others This Privacy Policy addresses only the policy and procedures of Tracking Solutions Corp. Tracking Solutions Corp. is not responsible for the privacy policies of third parties, including but not limited to those whose web sites may be linked to the Tracking Solutions Corp. Web site. Verification Tracking Solutions Corp. has self- assessed that its Privacy Policy conforms to EU Safe Harbor principles regarding personal information received from the EU. Enforcement If a Customer believes that his or her rights as described in this Privacy Policy have been violated by Tracking Solutions Corp., the Customer should email Director of Customer Care at suoportC TSOmobile.com or send a letter to Tracking Solutions Corp., Director of Customer Care at 7791 NW 46th Street, Suite 306 Doral, FL 33166 USA. Tracking Solutions Corp. will attempt to resolve Customer complaints as quickly as possible. If Tracking Solutions Corp. is unable to resolve a Customer's complaint regarding an alleged violation of this Privacy Policy, the Customer may file a complaint with the Data Protection Authority for the country in which the customer lives. Amendments to this Privacy Policy Tracking Solutions Corp. reserves the right, at its sole discretion, to change, modify, add to, or remove any portion of this Privacy Policy, in whole or in part, at any time. Tracking Solutions Corp. will include such Amendments on the version of this Policy that is posted on Tracking Solutions Corp.'s Web site (www.TSOmobile.com ) and will notify Customer by e- mail that the Policy has been amended. Amendments to the Policy will take effect immediately upon being posted to the Web site. Customer's continued use of the Services after Tracking Solutions Corp. posts an Amendment constitutes Customer's acceptance of and consent to the Amendment. If Customer does not accept such an Amendment, Customer must notify Tracking Solutions Corp. within 30 days after Tracking Solutions Corp. notifies Customer of the Amendment that Customer has elected to terminate the Services rather than accept the Amendment. Tracking Solutions Corp. will not charge Customer a termination fee if Customer terminates the Services as described in this paragraph. Contact Us For more information about our Privacy Policy and practices, e-mail us at supportTSOmobile.com or call 1- 877 -477- 2922 By using the Services or the Web site, you acknowledge that you have read and accepted this Privacy Policy. If you do not accept this Privacy Policy, please do not use the Services or the Web site. Initial °Y' TSO Mobile By Tracking So4utions Corp. Master Agreement 1. This Is an Enforceable Legal Agreement. This Customer Agreement ("Agreement ") states the terms and conditions pursuant to which Tracking Solutions Corporation agrees to provide Customers with certain location -based services (the "Services "). By clicking on the box on the Trackingsolutionsonline.com Web site Activation page that is next to the statement "I have read and agree to the terms and conditions of the Customer Agreement," Customer agrees to be bound by the terms and conditions stated in this Agreement. Customer also agrees to the terms and conditions of this Agreement by paying for and using the Services. If Customer does not agree to the terms and conditions of this Agreement, Customer may not access or otherwise use the Services. Certain aspects of the Services utilize Google maps. For additional information, including terms of use, visit http://maps.qooqle.com/help/terms maos.html , also certain service might include products from Garmin Ltd, for additional information including terms of use and privacy statement, visit http: / /www8.garmin.com /privacy /terms.html , http: / /www8.garmin.com /privacy /. 2. Customer Agrees that Tracking Solutions Corp. May Monitor, Collect, Use, Communicate, Retain, and Disclose Location Information. 2.1. Customer agrees that Tracking Solutions Corp. may use data from a Tracking Solutions Corp. global positioning satellite locator (the "Device "), which Customer must purchase separately, together with Tracking Solutions Corp.'s location tracking and communication technologies, to monitor and collect global positioning satellite ( "GPS ") coordinates showing the location of the vehicle, or item (such as a bicycle, briefcase, luggage, backpack, etc.) chosen by Customer ( "Location Information "). The direct tracking of people is prohibited. The Federal Communications Commission and the Federal Aviation Administration regulations prohibit use of the Device on commercial aircraft, including inchecked baggage. 2.2. Customer agrees that Tracking Solutions Corp. will monitor and collect Location Information through communication technologies and networks chosen by Tracking Solutions Corp. 2.3. Customer agrees that Tracking Solutions Corp. may communicate Location Information to Customer through communication technologies and networks chosen by Tracking Solutions Corp. or, at Customer's request, Tracking Solutions Corp. may communicate Location Information to Customer in part through communication technologies and networks chosen by Customer, as when Customer chooses to receive Location Information from Tracking Solutions Corp. through Short Message Service ( "SMS ") messages sent to Customer's mobile phone if service available. 2.4. Customer agrees that Tracking Solutions Corp. may use, retain, and disclose Location Information as described in this Agreement and in Tracking Solutions Corp.'s Privacy Policy, available at http: / /www.TSOrmobile.com/ on Privacy Policy (the "Privacy Policy "), which is incorporated by reference in this Agreement. 3. Customer Is Prohibited From Using the Services for Illegal Purposes. Customer shall not use, and shall not allow any person to use, the Services in any way that violates a federal, state, or local law, regulation, or ordinance, or for any tortious or illegal purpose, including but not limited to harassing, slandering, defaming, or improperly conducting surveillance of any person. 4. Customer Agrees to Certain Warranties. Customer warrants to Tracking Solutions Corp. that: 4.1. Customer will use the Services only as provided in this Agreement; 4.2. Customer is at least 18 years old and has the right or has obtained any required authorization (a) to monitor the location of the, vehicle, or item chosen by Customer, and (b) to agree that Tracking Solutions Corp. may monitor, collect, use, communicate, retain, and disclose Location Information as described in this Agreement; 4.3. Any information Customer provides or discloses to Tracking Solutions Corp. will be accurate, complete, and current; and 4.4. Customer will notify Tracking Solutions Corp. regarding any material change to information Customer provides by using the methods for contacting Tracking Solutions Corp. stated in the "Contact Us" section of www.TSOmobile.com. 5. Customer Must Use the Device with the Wireless Carrier Chosen by Tracking Solutions Corp. Tracking Solutions Corp. monitors and collects Location Information using a network of a third party wireless service carrier and Devices provided by Tracking Solutions Corp. or by authorized distributors. Customer shall not use a Device with any other service unless written consent from Tracking Solutions Corp. 6. Customer Is Responsible for All Charges Incurred to Use the Services. 6.1. Customer is responsible for all charges incurred in connection with the Services regardless of who incurs the charges. If Customer believes there is an error in any charge posted to Customer's account, Customer must contact Tracking Solutions Corp. Initial TSO Mobile By Tracld Solutions Corp. concerning the disputed charges within 15 days of receiving the bill for those charges, at which time Tracking Solutions Corp. will investigate Customer's claim. Late payments for any charges billed by Tracking Solutions Corp. will be subject to a flat fee of $35.00 or 1.5% interest, whichever is greater. 6.2. Customers who wish to purchase the Services must do so for a period of 12 months. If between the Customer and Tracking Solutions Corporation exist different term of payment form, it should be in writing and approved by an authorized personnel from Tracking Solutions corporation. Customer will provide a Purchase Order as payment form and process monthly invoices with Net 30 terms. 6.3. Customer is responsible for any and all taxes and expenses that may be incurred related to use of the Services. 7. Customer Must Use Tracking Solutions Corp.-Supplied Security Information. Tracking Solutions Corp. will provide Customer a username, password, or other security information ( "Security Information "), which Customer must use to access and use the Services. Customer shall maintain the confidentiality of the Security Information and shall be responsible for all activities performed using Customer's Security Information. Customer shall notify Tracking Solutions Corp. immediately of any unauthorized use of Customer's Security Information. 8. Tracking Solutions Corp. and Customer May Terminate this Agreement and the Services. 8.1. The term of this Agreement shall commence when the Customer first activates the Services; provided, however, that Tracking Solutions Corp. may decline to activate the Services if (a) Customer fails to provide all required information through the Activation page on the Trackingsolutionsonline.com Web site within 15 days after purchasing the Device that Customer will use to receive the Services; (b) Tracking Solutions Corp. determines in its sole discretion that the SIM card in the Device has been or will be used improperly; or (c) Tracking Solutions Corp. determines in its sole discretion that Customer will use the Device in a manner that will violate this Agreement. 8.2. Tracking Solutions Corp. has the right to immediately terminate or suspend Customer's account or use of the Services in the event that Customer breaches this Agreement. If this Agreement is terminated, Customer will no longer be authorized to access or use the Services. 8.3. Customer may terminate the Services at any time. Except as provided in sections 5.2 and 5.3 of this Agreement, if Customer terminates the Services prior to the expiration of the term of Customer's contract with Tracking Solutions Corp.: (a) Customer's will incur in a $150 per unit as an early termination fee, the early termination fee is not a penalty, but rather a charge to compensate Tracking Solutions Corporation for your failure to satisfy the Service Commitment on which your Service rate is based. 8.4. All provisions of this Agreement that by their nature are intended to survive the expiration or termination of this Agreement, including but not limited to obligations with respect to disclaimers of warranties, limitations of liability, indemnification, and intellectual property rights, shall survive any expiration or termination. 9. Tracking Solutions Corp. Disclaims All Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRACKING SOLUTIONS CORP., ITS SUPPLIERS, AND LICENSORS PROVIDE THE SERVICES "AS IS" AND WITH ALL FAULTS. TRACKING SOLUTIONS CORP. DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICES OR THAT ANY DATA SENT BY OR TO CUSTOMER, OR SENT BY A DEVICE, WILL BE TRANSMITTED IN UNCORRUPTED FORM, WITHIN A REASONABLE AMOUNT OF TIME, OR WITHOUT BEING INTERCEPTED. TRACKING SOLUTIONS CORP., ITS SUPPLIERS, AND LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, WRITTEN, ORAL, CONTRACTUAL, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES, DUTIES, OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON - INFRINGEMENT, OR THAT MAY ARISE FROM A COURSE OF DEALING OR USAGE OF TRADE. 10. Additional Device Warranty Disclaimers May Apply. Certain additional warranty disclaimers and limitations may apply with respect to a Device purchased by Customer. Customer should carefully read the materials accompanying the Device. 11. Out of Warranty Repairs TSO Mobile will at its option repair or replace out -of- warranty products which are returned to its Factory according to the following conditions: * Anyone returning goods to TSO Mobile must first obtain an authorization number(RMA). *TSO Mobile will not accept any shipment whatsoever for which prior authorization has not been obtained. *Products which TSO Mobile determines to be repairable will be repaired and retumed. *Products which TSO Mobile determines not to be repairable can be replaced by the nearest equivalent product available at that time, and will be provided by TSO Mobile without additional fees or charges. Initial TSO Mobile �y Tracking Solutions Corp. 12. Tracking Solutions Corp.'s Potential Liability Is Limited. 12.1. TRACKING SOLUTIONS CORP. SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS (REGARDLESS OF WHETHER TRACKING SOLUTIONS CORP. HAS BEEN NOTIFIED THAT SUCH LOSS MAY OCCUR) BY REASON OF ANY ACT OR OMISSION IN ITS PROVISION OR FAILURE TO PROVIDE THE SERVICES, PRODUCTS, OR DEVICES. TRACKING SOLUTIONS CORP. SHALL NOT BE LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY THAT FURNISHES ANY PART OF THE SERVICES, OR THAT FURNISHES A PRODUCT OR DEVICE USED IN CONNECTION WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THIRD PARTIES PARTICIPATING IN OFFERS MADE THROUGH TRACKING SOLUTIONS CORP. TRACKING SOLUTIONS CORP. SHALL NOT BE LIABLE FOR ANY DAMAGES THAT RESULT FROM ANY SERVICE PROVIDED BY, OR PRODUCT OR DEVICE MANUFACTURED BY, THIRD PARTIES. 12.2. NOTWITHSTANDING ANY DAMAGES THAT CUSTOMER MAY SUFFER FOR ANY REASON, THE ENTIRE LIABILITY OF TRACKING SOLUTIONS CORP. AND ITS SUPPLIERS AND LICENSORS UNDER ANY PROVISION OF THIS AGREEMENT OR IN CONNECTION WITH THE SERVICES OR DEVICES, AND CUSTOMER'S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICES DURING THE 12 MONTHS PRIOR TO THE EVENT THAT CUSTOMER CLAIMS CAUSED THE DAMAGES. 12.3. Tracking Solutions Corp. shall not be liable for any damages Customer or others may incur as a result of Customer's loss, disclosure, or a third party's use of Customer's Security Information, regardless of whether such disclosure or use is with or without Customer's knowledge or consent. 12.4. In no event shall Tracking Solutions Corp. have any liability for any damages arising out of or in connection with: (a) Customer's own actions, negligence, or willful misconduct, (b) acts or omissions of any third party, including but not limited to any telecommunications service provider, or (c) events or causes beyond Tracking Solutions Corp.'s reasonable control, including but not limited to acts of God, war, terrorism, criminal or tortious acts by third parties, riots, or natural disasters. 12.5. The limitations, exclusions, and disclaimers set forth in this Agreement shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. 13. Process for Returning Devices. Devices purchased directly from Tracking Solutions Corp. as pilots (authorized units for testing purposes only) may be returned for a refund of the cost of the Device within 30 days of purchase minus a 20% restocking service fee. 14. If a Device Is Lost or Stolen. 14.1. If a Device is lost or stolen, Customer is responsible for charges incurred until Customer notifies Tracking Solutions Corp. of the loss. 14.2. Once Customer informs Tracking Solutions Corp. that a Device has been lost or stolen, Tracking Solutions Corp. will suspend Customer's account until a replacement unit is installed. 15. Customer May Not Export Devices or Software. Customer shall comply with all trade regulations and export control laws, both domestic and foreign. Devices, software and any underlying information accessed or transferred using the Services may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. § 2401, et seq.) and the Export Administration Regulations (50 C.F.R. § 730 -774), as well as the import regulations of other countries. Except as authorized by Tracking Solutions Corp. andthe U.S. export control laws, Customer agrees not to export or re -export any Device or software to any foreign country. Any information transferred by Customer using the Services to any foreign country, entity, or person must comply with the U.S. Export Administration Act and the Export Administration Regulations. 16. Tracking Solutions Corp. and Its Licensors Own All Intellectual Property Rights. 16.1. Tracking Solutions Corp. grants Customer, during the term of this Agreement, a revocable, non - transferable and non- exclusive license to use any software provided by Tracking Solutions Corp. (the "Software ") solely in connection with Customer's use of the Services and in a manner that is consistent with this Agreement. 16.2. Customer shall not (a) distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or part of the Software, any access to it, or any rights granted under this Agreement to any other person; (b) reverse engineer, decompile, or disassemble the Software; (c) modify, translate, adapt, arrange, or create derivative works based on the Software for any purpose; (d) use the Software outside of the country of purchase or in a manner inconsistent with or in violation of this Agreement. 16.3. The Software is protected by copyright, trade secret and other intellectual property laws and treaties and will remain the exclusive property of Tracking Solutions Corp. or its suppliers or licensors. All rights not expressly granted in this Agreement are reserved by Tracking Solutions Corp. Initial N T50 Mobile" By Tracking Solutions Corp. 16.4 The "Tracking Solutions Corp." name and logo and all other trademarks, service marks, and trade names used in connection with the Services are owned by Tracking Solutions Corporation or its licensors and may not be used by Customer without the written consent of Tracking Solutions Corp. 17. Tracking Solutions Corp. May Use Customer Information. 17.1. Tracking Solutions Corp. handles Customer information in a manner consistent with federal customer privacy laws and the Privacy Policy. Except as contemplated by the Privacy Policy and as necessary to deliver the Services, Tracking Solutions Corp. shall not intentionally share Personal Information or Location Information obtained through Tracking Solutions Corp.'s Services to third parties not related to Tracking Solutions Corp. without Customer's written permission. As described in the Privacy Policy, Tracking Solutions Corp. may, from time to time, use Customer information to market Tracking Solutions Corp.'s and its affiliates' services to Customer, with advance authorization from Customer. 17.2 Customer agrees that any and all information provided by Customer in the course of using the Services becomes the property of Tracking Solutions Corp. Tracking Solutions Corp. may use this information for any lawful purpose, subject to the Privacy Policy. 17.3. Customer acknowledges that transmissions to Tracking Solutions Corp. from a Device, transmissions from Tracking Solutions Corp. to Customer, and Customer's communications to Tracking Solutions Corp. may be intercepted and read by others. Customer therefore acknowledges that the Services are not confidential. 17.4. To comply with appropriate legal process, Tracking Solutions Corp. may disclose any Customer information or content to law enforcement authorities, including Customer's name, account history, account information or other transmission data requested by law enforcement. Tracking Solutions Corp. may also disclose any Customer content to third parties as is necessary to respond to claims that any content violates the rights of third parties or to protect the rights and property of Tracking Solutions Corp. 18. Customer's Use of Content and Services Is Restricted. 18.1. Tracking Solutions Corp. may send messages, data, or other information ( "Content ") to Customer as part of the Services. All Content is owned by Tracking Solutions Corp. Customer shall not upload or transmit Content to public places without advance authorization from Tracking Solutions Corp. Customer is responsible for any unauthorized use of the Content. 18.2. Customer shall not upload, post or transmit to or distribute or otherwise publish through the Services any materials that (a) restrict or inhibit any other customer from using the Services, (b) are unlawful, threatening, harassing, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (c) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (d) violate, plagiarize, or infringe the rights of third parties, including copyright, trademark, patent, rights of privacy or publicity or any other proprietary rights, (e) contain any viruses, Trojan horses, worms, time bombs, cancel bots, or other harmful components that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or information, (f) contain advertising of any kind, or (g) constitute or contain false or misleading indications of origin or statements of fact. 18.3. If Tracking Solutions Corp. determines in its sole discretion that Customer is using an excessive amount of Tracking Solutions Corp.'s network resources, Tracking Solutions Corp. may adjust, suspend or terminate the Services Tracking Solutions Corp. provides to Customer at any time, without notice. 18.4. Tracking Solutions Corp. reserves the right to limit, remove, or delete any information that Customer uploads, downloads, posts, distributes, or otherwise transmits through the Services for any reason at any time. 19. Additional Terms and Conditions. 19.1. This Agreement, including the Privacy Policy incorporated in the Agreement, supersedes all oral or written communications and understandings between Customer and Tracking Solutions Corp. with respect to the Services and the terms under which the Services are offered and provided. 19.2. This agreement is for professional real time tracking service at a rate of $29.99 per unit. Includes the TSO -9100 AVL unit and monthly service fee. All units added under this agreement after October 1, 2015 will be subject to a $150 per unit charge at the end of this one -year term. Any additional services and /or equipment purchase other than the service mentioned above (professional real time tracking / TSO -9100 AVL unit) will not be covered by the fee indicated above and must be quoted. 19.3. Any cause of action Customer may have with respect to the use of the Services must be commenced within one (1) year after the claim or cause of action arises. 19.4. The parties will attempt in good faith to resolve promptly through negotiation and claim or controversy arising out of or relating to this agreement prior to a proceeding to a court of law. If a claim or controversy should arise, representatives of the parties shall meet at least once and will attempt to resolve the dispute. If no resolution is met both parties waive the right to a jury trial in any dispute arising out of this Agreement or the services. Initial T50 Mobile" By Tracking Soiutions Corp. 19.5. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion of the Agreement, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. 19.6. The headings contained in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. 19.7. Customer may not assign his or her rights or delegate his or her obligations under this Agreement. 19.8. There shall be no third party beneficiaries under this Agreement, except for Tracking Solutions Corp.'s affiliates, suppliers, and licensors or as required by law. 19.9. Any legal action concerning this Agreement or the Services shall be interpreted under the laws of the Commonwealth of Florida, excluding the Commonwealth's choice of law rules. 19.10. Any dispute arising from or relating to this Agreement, regardless of theory of action, shall be resolved exclusively in the state and federal courts of the Commonwealth of Florida. 19.11. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this paragraph. 19.12. The failure of Tracking Solutions Corp. to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. 20. Instructions & Terms Regarding Receiving Tracking Solutions Corp. Location Information via SMS. 20.1. Those Customers who choose to receive Location Information and Device alerts via Short Message Service ( "SMS ") to their mobile phones or any mobile device must review and agree to these additional terms. 20.2. Customers must enter the mobile phone number of their mobile phone where prompted on the Trackingsolutionsonline.com website or any other website designated by Tracking Solutions Corporation. This number is for the mobile phone to which the Customer wants to have mobile notifications sent. This process enables the Customer to receive SMS notifications. 20.3. All terms of the Tracking Solutions Corp. Customer Agreement apply regarding Tracking Solutions Corp.'s use of SMS messages to send Location Information and Device alerts to Customers. 20.4. Once a Customer has registered at Trackingsolutionsonline.com or requested directly to our personnel to receive Location Information and device alerts via SMS, he or she can query the location of his or her Tracking Solutions Corp. device(s) using the mobile interface provide by Tracking Solutions Corporation. 20.5. To receive assistance regarding receiving Tracking Solutions Corp. Location Information and Device alerts via SMS: 20.5.1. Customer can go to Tracking Solutions Corp.com to read FAQ's of the Terms and Conditions, or 20.5.2. Customer can contact Tracking Solutions Corp. customer service at 1- 877 - 477 -2922 toll free, or 20.5.3. Customer can send an email to supportC TSOmobile.com, or 20.6. To stop receiving SMS messages from the Tracking Solutions Corp. Location Information service and opt -out of the service: 20.6.1. Customer may contact Tracking Solutions Corp. customer service at 1- 877 - 477 -2922 toll free, or 20.6.2. Customer can send an email to support(aZTSOmobile.com, 20.6.3. The Customer will not receive any additional SMS messages from the Tracking Solutions Corp. Location Information service until he or she re- registers for SMS service again. 20.7. Fees and Rates for Tracking Solutions Corp. Location Information SMS Messaging:" 20.7.1. Customers must pay their mobile phone service carriers for SMS messages received from Tracking Solutions Corp. pursuant to the terms of their mobile phone agreements with their mobile phone service provider. Tracking Solutions Corp. Customers should check with their mobile phone service providers for the SMS rates their mobile phone carrier with charge. Initial TSO Mobile > y Trarkl ng Solutions Corp. 20.7.2. Tracking Solutions Corp. does not charge any additional amount to Tracking Solutions Corp. Customers who choose to receive Location Information and device alerts through SMS messages, unless Customer contracted with Tracking Solutions Corporation the wireless data and SMS services, for SMS additional fees, contact Customer Service at Tracking Solutions Corporation. 20.8. Mobile Phone Service Providers 20.8.1. The Tracking Solutions Corp. Location Information notification service via SMS is available only to authorized Tracking Solutions Corp. Customers who have a registered, active mobile phone. 20.8.2. The SMS service is available on most mobile phones from most U.S. mobile phone service providers (Verizon, T- Mobile, AT &T, Sprint, Alltel). If the SMS service does not work on your phone, please contact your wireless service provider. 21. PUBLIC RECORDS REQUIREMENTS 21.1. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. 21.2. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 21.3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 21.4. Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. 22. TERM AND TERMINATION This Master Agreement shall take effect for a one -year period from the Effective Date 1st of October, 2015 until the final date 30th of September, 2016, the Term. Upon the termination of this Agreement, for whatever reason, all rights and licenses granted by TSO Mobile to Customer hereunder shall immediately cease and Customer shall immediately return to TSO Mobile all TSO Mobile property, including, but not limited to, it's Software and Confidential Information and all copies thereof. Upon the termination of this Agreement, TSO Mobile shall immediately return to Customer all Customer property, including, but not limited to, its Confidential Information and all copies thereof. Following termination the Customer shall, on simple demand from TSO Mobile, return all SIM Cards fitted to the Products where they have been provided by TSO Mobile. Company Name: Title: Date Tin cK, r) ‘So 10 1-/ans Grp G ED Print Name: JUO n CCU( Io`5 0 ( 0 Signature: Initial TSO By Tracking Countersigned: obi utions Corp. —Ck ) r\crt\t3s George N. Cretekos Mayor Approved as to form: Matthew S h Assistant City Attorney TM Tracking Solutions Corporation Professional Services Agreement By: Attest: CITY OF CLEARWATER, FLORIDA 1,4) a William B. Horne II City Manager Rosemarie Call City Clerk Initial v