The Tracker Communications Module End User Terms and Conditions ("Terms") are a binding agreement between you ("End User" or "you") and an affiliate within the International SOS Group of Companies ("Intl.SOS"). This Agreement governs your use of the Tracker Communications Module (“Service”) supplied under a Subscription Agreement entered into on your behalf by you, your employer, educational institution or organization and Intl.SOS. (“Subscription”). The Service is licensed, not sold, to you. These Terms may be modified or updated by Intl.SOS from time to time and are effective upon posting an updated version to the Service. Intl.SOS will provide you with notice of such modifications through a message sent via email or via the Service. Continued use of the Service shall constitute Your consent to such changes.
BY CLICKING THE "AGREE" BUTTON, DOWNLOADING, INSTALLING AND/ OR USING THE SERVICE YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE SERVICE AND DELETE IT FROM YOUR MOBILE DEVICE.
- License Grant. Subject to the terms of this Agreement, Intl.SOS grants you a limited, non-exclusive, and non-transferable license to download, install, and use the Service for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device”). The Service enables you to be contracted and data provided to you by the Subscriber in the event of an emergency using cellular phone text messaging, also called a short messaging service.
- License Restrictions. Licensee shall not:
(a) copy the Service, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Service;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Service or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Service, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service, or any features or functionality of the Service, to any third party for any reason, including by making the Service available on a network where it is capable of being accessed by more than one device at any time; or
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Service; or
(g) attempt to probe, scan or test the vulnerability of any system or network or breach any security or authentication measures; or
(h) impersonate or misrepresent your affiliation with any person or entity; or
(i) use the Service to post, publish or transmit any text, information or materials that are false or misleading, defamatory, invade another’s privacy or intellectual property rights or are obscene, pornographic or offensive.
- Reservation of Rights. You acknowledge and agree that the Service is provided under license, and not sold, to you. You do not acquire any ownership interest in the Service under this Agreement, or any other rights thereto other than to use the Service in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Intl.SOS reserves and shall retain its entire right, title, and interest in and to the Service, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
- Connectivity Costs and Services. The Service provided by Intl.SOS will generate mobile data usage in the form of emails, short code messages and phone calls. The amount of data usage will vary greatly depending on the frequency and duration of use. Intl.SOS highly recommends that you subscribe to a “data plan” through your mobile carrier if you elect to utilize the Service. Substantial data usage fees may be charged in the absence of a “data plan” or in the event that you exceed your “data plan’s” monthly allotment. It is your responsibility to be aware of the details of your account with your mobile carrier, including what will result in a fee being charged. The terminology used above may vary from carrier to carrier. “International roaming” may increase these fees. If you have any question whether the usage of any Services will result in a charge or increase in/on your phone bill, please contact your mobile carrier. In no event shall Intl.SOS be responsible for any charges, penalties, taxes, overages, or any other fee imposed by your mobile carrier as a result of your use of the Service. For customer service assistance contact our Online Help desk at 215-354-2600.
- Updates. Intl.SOS may from time to time in its sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Intl.SOS has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
(j) the Service will automatically download and install all available Updates; or
(k) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Service or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Service and be subject to the Terms.
- Third-Party Materials. The Service may display, include, or make available third-party content (including data, information, Services, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Intl.SOS is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Intl.SOS does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
- Term and Termination.
(a) The term of this Agreement commences when you download the Service and will continue in effect until terminated by you or Intl.SOS as set forth in this Section 9.
(b) You may terminate this Agreement by deleting the Service and all copies thereof from your Mobile Device.
(c) Intl.SOS may terminate this Agreement at any time without notice if it ceases to support the Service, which Intl.SOS may do in its sole discretion or upon termination of the Subscription. r. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
(e) all rights granted to you under this Agreement will also terminate; and
(f) you must cease all use of the Service and delete all copies of the Service from your Mobile Device and account.
(g) Termination will not limit any of Intl.SOS’ rights or remedies at law or in equity.Term and Termination.
- Disclaimer of Warranties. THE SERVICE IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INTL.SOS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, INTL.SOS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SERVICES, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY AFFILIATE OF THE INTL.SOS GROUP OF COMPANIES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE OR THE CONTENT AND SERVICES FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICE.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR INTL.SOS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
- Export Regulation. The Service may be subject to export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Service to, or make the Service accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Service available outside your country of residence.
- Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
- Governing Law and Dispute Resolution. These Terms are governed by the laws of the country specified in the Subscription that makes you an eligible user of the Service. Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved pursuant to the dispute resolution clause specified in the Subscription. If there is no applicable clause or valid Subscription, these Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and any dispute shall be referred to and finally resolved by arbitration in England, conducted by the London Court of International Arbitration (“LCIA”) in accordance with the Rules of the LCIA for the time being in force, which is deemed to be incorporated by reference in this Clause. The number of arbitrators shall be three, with each party appointing an arbitrator and the third arbitrator shall be appointed by the two arbitrators appointed by the parties. The language to be used in the arbitral proceedings shall be English.
- Language. This Agreement is drafted in the English language. Any notice given under or in connection with this Agreement shall be in English. The English language version of this Agreement shall prevail over any translated version of this agreement if there is a conflict.
- Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
- Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other terms, these terms shall govern.