License and Site Access. Omnitracs grants you a limited license to access and make use of the Site and not to download (other than page caching) or modify it, or any portion of it (other than content provided specifically for download), except with express written consent of Omnitracs. Use of the Site may require you to register yourself as a user and open an account with Omnitracs. This license does not include any resale or commercial use of the Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Omnitracs. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Omnitracs without express written consent. You may not use any meta tags or any other "hidden text" utilizing Omnitracs’ name or trademarks without the express written consent of Omnitracs. Any unauthorized use terminates the permission or license granted by Omnitracs. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to Omnitracs’ home page so long as the link does not portray Omnitracs, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Omnitracs logo or other proprietary graphic or trademark as part of the link without express written permission.
Your Account. If you use the Site, you are responsible for maintaining the confidentiality of any account, user name, or password information and for restricting access to your computer and account, and you agree to accept responsibility for all activities that occur under your account or password. You are solely responsible for managing your employees' access to any authenticated portions of the Site to which you may have access and designating rights and access to individual company users, including the right to place orders on behalf of your company. If you are under 18, you may use the Site only with involvement of a parent or guardian. Omnitracs reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
Omnitracs makes no representations whatsoever about any third party web site which you may access through the website. When you access a third party web site, you agree that it is independent from Omnitracs, and that Omnitracs has no control over any content on that web site. In addition, a link to a third party web site does not mean that Omnitracs accepts any responsibility for the content, or the use, of such web site. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojans and other items of a destructive nature.
Additional Terms for Forums, Blogs, and Other Social Media. Our Site may provide one or more forums, blogs, or other interactive or social media features (“Forums”) for visitors to our Site to exchange information with each other and with Omnitracs about Omnitracs’ products and services (the “Purpose”). If you use the Forums, in addition to any other terms we may require when you register to use the Forums or otherwise posted at or on the Forums, you agree to the following:
a. Restrictions. You agree not to use the Forums for any reason other than the Purpose. The material on the Forums is protected by international copyright and trademark laws. Except as permitted through a “Share” function which we may provide on the Forums (or with our express written permission), you may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way any material from the Forums including any code or software we may provide;
b. Postings Not Necessarily the Opinion of Omnitracs. Some of the individuals posting to Forums work for Omnitracs; however, opinions expressed here and in any corresponding comments are the personal opinions of the original authors, and do not necessarily reflect the views of Omnitracs; and
c. Postings. Although we may attempt to keep objectionable messages off the Site, it is impossible for us to review all messages. All messages express the views of the author, and Omnitracs will not be held responsible for any message or associated content.If you post any messages, uploading files, inputting data, or engage in any other form of communication through the Forums (a "Posting"), you represent and warrant the following: (a) you own all right, title, and interest in and to the Posting, or you have been granted sufficient rights in and to the Posting allowing you to post such Posting, (b) you will not post any messages or other materials that are obscene, vulgar, sexually-orientated, hateful, threatening, or otherwise violate any laws, (c) you must not breach obligations of confidentiality that you owe to another party either in posting or using a Posting, (d) any Postings you make to the Site do not infringe any third party copyright, trade marks, any other intellectual property rights or any applicable law and (e) you will indemnify us and our affiliates, partners, licensors, service providers, content providers, and their and our directors, officers, employees and agents against all claims, losses, liabilities, costs, damages and expenses incurred by us or them due to any breach by you of this TOU or your use of the Forums. For the purposes of this section, references to "your use" of the Forums shall be deemed to include any use by a third party where such third party accesses the Forums using your computer. You take full responsibility for any and all messages and associated content you post to the Forums or exchange through the Forums. When using the Forums and viewing Postings, you need to be aware of the following issues:
A. You own all right, title, and interest in and to the Posting, or you have been granted sufficient rights in and to the Posting allowing you to post such Posting:
B. You will not post any messages or other materials that are obscene, vulgar, sexually-orientated, hateful, threatening, or otherwise violate any laws;
C. You must not breach obligations of confidentiality that you owe to another party either in posting or using a Posting;
D. Any Postings you make to the Site do not infringe any third-party copyright, trademarks, any other intellectual property rights or any applicable law; and
E. You will indemnify us and our affiliates, partners, licensors, service providers, content providers, and their and our directors, officers, employees, and agents against all claims, losses, liabilities, costs, damages and expenses incurred by us or them due to any breach by you of this TOU or your use of the Forums. For the purposes of this section, references to "your use" of the Forums shall be deemed to include any use by a third party where such third party accesses the Forums using your computer.
You take full responsibility for any and all messages and associated content you post to the Forums or exchange through the Forums. When using the Forums and viewing Postings, you need to be aware of the following issues:
i. The Forums may include contributions from various sources over which Omnitracs has no control (including any content submitted by third party users).
ii. Omnitracs does not pre-screen or exercise editorial control over Postings, and takes no responsibility for such Postings.
iii. Omnitracs reserves the right to edit or remove Postings at any time and in its sole discretion, including those that are in breach of this TOU or in breach of any obligation of confidentiality you owe Omnitracs, infringe or are alleged to infringe the intellectual property rights of any third party, or are defamatory, or otherwise are not relevant to the Forums and Omnitracs will not be liable in relation to the removal of, or failure to remove, any Postings.
d. Messages to Registered Users. Our Forums may allow you to send messages directly to other Forum users who have made their contact information available for receiving such messages. You agree to only send messages to other Forum users for the purpose of exchanging information about the Purpose and any other use of the ability to send messages to other Forum users is strictly prohibited. Moreover, you shall not use the contact information made available through the Forum for any of the following:
A. To send unsolicited commercial email (i.e., spam) or any other type of unsolicited commercial message; or
B. To send any message that is vulgar, sexually-orientated, hateful, threatening, or otherwise violates any laws.
e. License. By adding a Posting to the Forum, you are granting Omnitracs a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to:
A. Post, use, copy, sublicense, adapt, transmit, publicly perform or display any such Posting;
B. Use, reproduce, modify, adapt, publish, translate, create derivative works from; and distribute, perform, play, host, communicate, make available and publish your Posting without restriction.
C. Sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the Posting. The foregoing grants shall include the right to exploit any ideas, concepts, intellectual property, or proprietary rights in such Posting, including, but not limited to, rights under copyright, trademark, service mark, or patent laws under any relevant jurisdiction without Omnitracs owing any monies to you whatsoever.
f. Omnitracs Employees. If you are an Omnitracs employee, you must also follow the Omnitracs Social Media Policy in your Postings.
g. Posting Guidelines. Posting Guidelines. Our Forums may contain additional rules or posting guidelines. In such case, you agree to make your Postings conform to any such additional rules or posting guidelines.
Within a commercially reasonable time after receipt of the written notification containing the information as outlined in 1 through 6 above, Omnitracs shall remove or disable access to the material that is alleged to be infringing, forward the written notification to the alleged infringer, and take reasonable steps to promptly notify the alleged infringer that Omnitracs has removed or disabled access to the allegedly infringing material.
Counter-Notification. To be effective, a counter-notification must be a written communication provided to Omnitracs’ Designated Agent at the above-provided address that includes the following, to the extent available:
After receipt of a counter-notification containing the information as outlined in “a” through “d” above, Omnitracs shall provide the complaining Party with a copy of the counter-notification within a commercially reasonable time and inform the copyright owner or designated agent that Omnitracs will replace the removed material or cease disabling access to it within ten (10) business days. If Omnitracs’ designated agent has not received notice from the copyright owner or his/her designated agent within ten (10) business days that an action has been filed seeking a court order to restrain the alleged infringer from engaging in infringing activity in relation to the allegedly infringing material, Omnitracs shall restore the allegedly infringing material.
Disclaimer. The materials on the Site and on the Forums are provided “as is” and without warranties of any kind either express or implied. Commentary and other materials posted on the Site and Forums are not intended to be construed as advice on which reliance should be placed, and we therefore disclaim all liability and responsibility arising from any such reliance.
To the fullest extent permissible pursuant to applicable law, Omnitracs disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, title and non-infringement, and any other conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity. Omnitracs does not warrant that the Site or functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that the Site, or the server that makes it available, are free of viruses or other harmful components. Omnitracs does not warrant or make any representations regarding the use or the results of the use of the materials on the Site in terms of correctness, accuracy, timeliness, reliability, or otherwise. You (and not Omnitracs or its licensors) assume the entire cost of all necessary maintenance, repair, or correction.
Limitation of Liability. Under no circumstances, including, but not limited to, negligence, shall Omnitracs, its subsidiaries, parent company, and affiliates be liable for any direct, indirect, incidental, special, or consequential damages that arise or result from, or are related to, the use of, or the inability to use, the Site or any of the Postings made available on or through the Site. Under no circumstances shall Omnitracs' aggregate liability exceed $5.00. You specifically acknowledge and agree that Omnitracs, its subsidiaries, parent company, and affiliates are not liable for any defamatory, offensive or illegal conduct of any user of the Site or any posting to the Site. If you are dissatisfied with the Site or any materials made available by or through the Site, or with this TOU, your sole and exclusive remedy is to discontinue using the Site.
Confidentiality. While using the Site, you may gain access to Omnitracs' business operations, technical, or product information, including pricing. This information is the confidential information of Omnitracs. You may not disclose this information to any third party and must limit disclosure to those of your employees and consultants with a need to know such information in the course of fulfilling their job, provided they agree to these confidentiality obligations. These restrictions do not apply if you can demonstrate that the confidential information:
a. Is or has become generally available to the public without breach of
b. At the time of disclosure, was known to you and free of restriction; or
c. Is approved for release by written authorization of Omnitracs.
Disclosure of information in response to a valid order of a court or other governmental agency shall not be a breach of this Section, if the disclosure is limited to the extent of, and for the purposes of, such order; provided, however, that you shall first notify Omnitracs in writing of the order and permit Omnitracs to seek a protective order, unless such notification is otherwise prohibited by law.
Notices of Copyright Infringement. Notifications of claimed copyright infringement should be sent to Omnitracs' Designated Agent in writing at the following address:
Attn: Legal Department
717 N. Harwood Street
Dallas, TX, 75201
To be effective, the notification must include the following:
a. A physical or electronic signature of the owner whose exclusive right is allegedly infringed or a person authorized to act on his or her behalf;
b. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
c. Identification of the material that is claimed to be infringing or is the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Omnitracs to locate the material on the Site;
d. Information reasonably sufficient to permit Omnitracs to contact the copyright owner or his/her authorized agent including an address, telephone number, and if available, an electronic mail address;
e. A statement that the copyright owner or authorized agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
f. A statement that the information in the notification is accurate, and if submitted by the owner's authorized agent, a statement under penalty of perjury that the agent is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
a. A physical or electronic signature of the alleged infringer;
b. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
c. A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
d. The alleged infringer's name, address, and telephone number, and a statement that the alleged infringer consents to the jurisdiction of Federal District Court for San Diego County, California, or if the Subscriber's address is outside of the U.S., consent for any judicial district in which Omnitracs may be found, and that the alleged infringer will accept service of process from the person who provided notification or an agent of such person.
Export Restrictions. ANY SOFTWARE OR OTHER MATERIALS WE MAKE AVAILABLE ON THE SITE ARE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SOFWARE OR OTHER MATERIALS YOU OBTAIN FROM OUR SITE. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
Export Compliance Assurances. You acknowledge that all products, proprietary data, know-how, software or other data or information (herein referred to as "Products") obtained from Omnitracs or any direct Product thereof are subject to the United States (U.S.) government export control laws accordingly their use, export and re-export, may be restricted or prohibited. You and your affiliates agree to obtain prior to export an authorization from the applicable U.S. government agency (either in writing or as provided by applicable regulation). These U.S. government restrictions are implemented principally through the Export Administration Regulations ("EAR", 15 C.F.R. § § 730 et seq., available at http://www.bis.doc.gov/) administered by Department of Commerce, Bureau of Industry and Security and the Foreign Asset Control Regulations administered by the Department of Treasury, Office of Foreign Assets Control ("OFAC", 30 C.F.R. Part 500 et. Seq. available at http://www.treas.gov/offices/enforcement/ofac/). You, therefore, agree that neither you nor your subsidiaries or affiliates will directly or indirectly export, re-export, transfer, or release, or cause to be exported or re-exported (herein referred to as "export"), any such Products or any direct Product thereof to any destination or entity prohibited or restricted under U.S. law including but not limited to U.S. government embargoed or sanctioned countries or entities, or nationals unless you shall obtain prior to export an authorization from the applicable U.S. government agency (either in writing or as provided by applicable regulation). You further agree that no Products received from Omnitracs will be directly or indirectly employed in missile technology, sensitive nuclear, or chemical biological weapons end uses or in any manner transferred to any party for any such end use. This requirement shall survive any termination or expiration of this Agreement.
Trademarks. Omnitracs is a registered trademark of Omnitracs LLC. Certain other product names, brand names and company names mentioned in this site may be trademarks of their respective owners.
Modification & Termination. This TOU is effective until modified or terminated by Omnitracs. Omnitracs may modify this TOU from time to time and the new TOU will be effective when posted. Omnitracs may also terminate this TOU at any time without notice to you. In the event of termination, you are no longer authorized to access the Site and the restrictions imposed on you with respect to material downloaded from the Site, the disclaimers and limitations of liabilities, and export restrictions set forth in this agreement, shall survive.
General. This TOU shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles or conflicts of law. All disputes arising under this TOU shall be heard only by a state or federal court of competent jurisdiction in San Diego, California and the parties will submit to the jurisdiction of such courts for the purpose of litigating such disputes. If any provision of this TOU shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.