TRACK24 TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

   
   

   1. In addition to the capitalised terms defined or described in the Order Form or other Schedules, the following words shall have the following meanings:

      
      

      "Activate" means a Product is available and can be used on the Track24 network and "Activation" shall be construed accordingly.

      
      

      "Additional Fees" means i) the Bolt On Fees specified on the Order Form or in an addendum to this Agreement;

      ii) the Expansion Services Fees, specified in an addendum to this Agreement; and iii) any other additional charges payable for the provision of additional services, including but not limited to, those related to training, uploading and processing of excessive amounts of data to the Application (meaning in excess of 25GB per calendar month), platform set up fees, installation and uninstallation (including standing time and overtime, if applicable).

      
      

      "Additional Services" means any Bolt On Services and any Expansion Services referred to in the Order Form and/or in an addendum to this Agreement, to be provided subject to the terms of this Agreement.

      
      

      "Affiliate" means the Customer and any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, the Customer.

      
      

      "Agreement" means this agreement between Track24 and the Customer comprising the Order Form, these Track24 Terms and Conditions, any and all additional Schedules hereto and any addendum agreed between the Parties.

      
      

      "Airtime Services" means the various airtime services for the supply of Messages to and from Products provided by Track24 and as amended from time to time.

      
      

      "Airtime Services Fees" means the variable sum payable by the Customer to Track24 monthly, calculated on the basis of the Airtime Services tariff structure as set out in the Order Form (or as amended pursuant to an addendum).

      
      

      "Applicable Law" means all applicable laws, statutes, regulations, decrees, orders of any governmental agency, mandatory rules, standards and codes of practice of any competent authority for the time being in force which a Party is subject to in relation to its obligations under this Agreement.

      
      

      "Application" means Track24's mobile application that the End Users are entitled to download and access in accordance with this Agreement.

      
      

      "Authorised Users" means those employees, agents and independent contractors of the Customer who are authorised to access the Software subject to the restrictions set out in this Agreement.

      
      

      "Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business

      
      

      "Confidential Information" means this Agreement and all other documents and data in any form that may become known to a Party in connection with the preparation, negotiation, conclusion, implementation, or settlement of this Agreement including any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, software, hardware, strategies, developments, trade secrets, know-how, personnel, sub-contractors and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by a Party as being confidential to it (regardless of whether these documents or data are marked as confidential),or which ought reasonably to be considered confidential.

      
      

      "Control" means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of a company or other entity or organisation, and Controls, Controlled shall be construed accordingly.

      
      

      "Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Processing and appropriate technical and organisational measures" shall have the meaning as defined in the Data Protection Legislation.

      "Customer Data" means the data, which shall include without limitation, updates uploaded or submitted to the Software directly or indirectly via any third party application, including information inputted by the Authorised Users or End Users, but excluding any Derived Data and Event Data.

      
      

      "Customer Personal Data" any Personal Data which Track24 processes in connection with this Agreement, in the capacity of a Processor on behalf of the Customer.

      
      

      "Data Protection Legislation" means all applicable privacy and data protection laws, including the EU General Data Protection Regulation (Regulation 2016/679) (the "EU GDPR"), UK GDPR, the Data Protection Act 2018 and any applicable national implementing laws, regulations and secondary legislation relating to the processing of Personal Data pursuant to this Agreement, as amended, replaced or updated from time to time.

      
      

      "Deliverables" means any specified bespoke work or materials created by Track24 and agreed in writing by Track24 to be part of its provision of Additional Services as described in the Order Form (or subsequently provided), but excluding Software.

      
      

      "Derived Data" means any data which is derived from the Customer's use of the Services or the processing, analysis or interrogation of Customer Data, which shall include: statistical or aggregated data, but shall exclude any Personal Data.

      
      

      "Documentation" means those printed or online instructions, manuals, guidance videos and diagrams distributed or otherwise provided by Track24 that pertain to the Subscription Services and in relation to the Hardware, include the Operations Manual.

      
      

      "End Users" means those employees, agents and independent contractors of the Customer (and any other persons specified in the Order Form or otherwise agreed by Track24 and the Customer pursuant to an addendum) who are authorised by the Customer to access the Application subject to the restrictions set out in this Agreement.

      
      

      "End User Limit" means the absolute maximum number of End Users permitted to access the Application under this Agreement as set out in the Order Form.

      
      

      "EULA" means the End User Licence Agreement set out in Schedule 7.

      
      

      "Event Data" means any data or information inputted by the Customer or its Authorised Users or End Users into the Software and/or Services relating to any events, incidents, transport issues, security issues, breaches of the peace, disaster, accident, or any other event which may cause or has the potential to cause disruption, injury, threat to life, danger, civil unrest or other general disorder or disruption (and anything analogous to the same).

      
      

      "Fees" means the Subscription Fees, Usage Fees, Support Fees and any Hardware Fees and/or Additional Fees, as applicable.

      
      

      "Initial Term" means the period identified as such on the Order Form, which period shall commence on the Effective Date.

      
      

      "Insolvency Event" means, with respect to a Party, (a) entering into a composition or arrangement with its creditors other than for the sole purpose of a solvent reconstruction; (b) an inability to pay its debts as they become due; (c) a person becoming entitled to appoint or appointing a receiver or an administrative receiver over that Party's assets; (d) a creditor or encumbrancer attaching or taking possession of the whole or any part of that Party's assets which is not discharged within 14 days; (e) that Party suspending, or threatening to suspend, payment of its debts or being unable to pay its debts as they fall due or admitting inability to pay its debts or being deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or

      (f) any event occurs, or proceeding is taken, in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in (a) to (e) above.

      
      

      "Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, goodwill and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

      "Liability" means all costs, expenses, damages and liabilities whatsoever and howsoever arising, incurred or suffered, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

      
      

      "Messages" means the transmitted and received messages and acknowledgements sent to and from the Products and all other associated messages for the operation of the Products.

      
      

      "Normal Business Hours" means 0900 to 1700 local UK time, each Business Day.

      
      

      "Operations Manual" means the operations manual for the Products.

      
      

      "Order Form" means the document entitled "Order Form" set out at the front of this Agreement, as amended by any addendum to this Agreement. Submitted by Track24 to the Customer, detailing the Services and/or Hardware to be purchased and the proposed Fees in respect thereof, and which has been signed or otherwise approved by the Customer.

      
      

      "Party" means a party to this Agreement, being either Track24 or Customer, and "Parties" means both of them.

      
      

      "Portal" means the password-protected area on the Site through which the Authorised Users can access the Software.

      
      

      "Products" means the items of Hardware as set out in the Order Form and a "Product" shall be construed accordingly.

      
      

      "Site" means the URL that will be provided on the onboarding stage or such other URL as updated by Track24 from time to time.

      
      

      "SLA" means the service level agreement attached hereto as Schedule 6.

      
      

      "Software" means the software that the Customer has access to via the Portal and through which the Customer can control the updates and information the End Users and Authorised Users receive on the Application.

      
      

      "Subscription Fees" means the subscription fees identified as such on the Order Form, as amended from time to time pursuant to clause 5, and payable by the Customer to Track24 for use of the Subscription Services.

      
      

      "Subscription Services" means the access to the Software via the Portal and the Application, provided by Track24 in return for the Subscription Fees, as more fully described in the Order Form.

      
      

      "Support Fees" means the support fee specified for the option selected in the "Support and Support Fees" section of the Order Form.

      
      

      "Term" means the Initial Term and each Extended Term thereafter.

      
      

      "UK GDPR" has the meaning given to it in the Data Protection Act 2018.

      
      

      "Usage" means the use of the Subscription Services by the Authorised Users and End Users, including line rental access and each inbound and each outbound SMS.

      
      

      "Usage Fees" means the usage fees identified as such in the Charges Schedule (as amended from time to time pursuant to clause 5) and payable by the Customer to Track24 for Usage, in addition to the Subscription Fees.

      
      

      "Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, data or the user experience, including worms, Trojan horses, viruses and other similar things or devices.

      
      

      "Vulnerability" means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of Customer Data and/or the Services, and the term Vulnerabilities shall be interpreted accordingly.

      
      

   2. ‌In this Agreement:

      1. ‌clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement;

         
         

      2. ‌a reference to writing or written includes e-mail;

         
         

      3. ‌references to clauses and Schedules are to the clauses and Schedules of this Agreement;

         
         

      4. ‌references to paragraphs are to paragraphs of the relevant Schedule to this Agreement;

         
         

      5. ‌any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and

         
         

      6. ‌capitalised terms defined or described in the Order Form shall have the same meaning in the Schedules to this Agreement.

         
         

1. APPLICABLE TERMS

   
   

   1. The signature on the Order Form by the Customer constitutes an offer by the Customer to purchase the goods and services (as specified therein) in accordance with this Agreement (the Order). The Customer is responsible for ensuring that the details in the Order Form are complete and accurate.

      
      

   2. The Order shall only be deemed to be accepted when Track24 issues a written acceptance of the Order, issues an invoice in respect of the Order, delivers the Products or makes the Services available, at which point and on which date, a contract shall come into existence, on the terms of this Agreement.

      
      

   3. The terms of this Agreement (including the Schedules and any addendum) apply to the contract between the Parties, to the exclusion of any other terms or conditions that the Customer seeks to incorporate, or which are implied by trade, custom, practice or course of dealing. No other representations or terms shall apply or form part of this Agreement (save that neither Party limits or excludes Liability for fraudulent misrepresentation).

      
      

   4. Without prejudice to clause 2.3, no other terms or conditions endorsed upon, delivered with or contained in the Customer's request, confirmation of order, specification or other document form part of this Agreement.

      
      

1. ACCESS TO THE SERVICES

   
   

   1. ‌Throughout the Term and subject to the Customer paying the Subscription Fees in accordance with this Agreement, Track24 hereby grants to the Customer a revocable, non-exclusive, non-transferable, non-sub-licensable right to use the Subscription Services in accordance with this Agreement, in the Territory or Business Unit, during the Term.

      
      

   2. ‌The Customer shall not access, store, distribute or transmit any Viruses or any material during the course of its use of the Services that is unlawful, harmful, infringing, offensive, discriminatory, or which facilitates illegal activity or depicts sexually explicit images or causes damage or injury to any person or property. Track24 reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's, Authorised User's and/or End User's, access to any material that breaches the provisions of this clause.

      
      

   3. ‌Except as may be allowed by any Applicable Law which is incapable of exclusion, by agreement in writing between the Parties, and except to the extent expressly permitted under this Agreement, the Customer shall not, and shall not attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services or the Documentation in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services.

      
      

   4. ‌The Customer shall not, and shall not attempt to:

      
      

      1. ‌access all or any part of the Services in order to build a product or service which competes with the Services;

         
         

      2. ‌subject to clause 22.1, make the Services or any Deliverables available to any third party except to its Authorised Users and/or End Users; or

      3. ‌attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 3.

         
         

   5. ‌The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Track24. The Customer shall use all reasonable commercial endeavours to ensure, and shall procure the same from each Authorised User and each End User, that, each Authorised User and each End User shall keep a secure password for their use of the Services and that each Authorised User and each End User shall keep their password confidential.

      
      

   6. ‌The Customer acknowledges that the uploading and processing of excessive amounts of data to the Application (meaning in excess of 25GB per calendar month) may cause disruption to the functionality of the Software. Accordingly, the Customer agrees not to upload excessive quantities of data to the Application. Further the Customer shall not exceed the End User Limit or permit any person other than those listed as Mobile App Users to use the Application. If Track24 reasonably considers the Customer to be in breach of this clause 3 it may suspend the Customer's access to the Subscription Services. Subscription Fees shall be payable during such suspension.

      
      

   7. ‌The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any Affiliate. If the Customer wishes to extend the use of the Subscription Services to an Affiliate, it shall make such request in writing to Track24, and Track24 shall, in its sole discretion, agree to amend the Order Form to include such Affiliate, or shall require the Affiliate to enter into an Agreement specific to that Affiliate.

      
      

1. ADDITIONAL SERVICES AND HARDWARE

   
   

   1. ‌Where agreed in the Order Form, or as agreed in writing at any point during the Term, and in consideration for the relevant Fees paid by the Customer, Track24 shall provide the Additional Services and any Deliverables to the Customer.

      
      

   2. ‌Any Additional Services shall be provided with reasonable care and skill. Unless otherwise agreed, Additional Services shall be provided from Track24's own premises. Where provided at other locations, additional expenses may be incurred by prior agreement.

      
      

   3. ‌All Intellectual Property Rights in Deliverables (excluding Customer Data, and Customer Confidential Information) shall, on creation, vest solely in, and be owned solely by, Track24. Unless stated otherwise in the relevant Order Form or Schedule, Track24 hereby grants to the Customer a revocable, non-exclusive, non-transferable, non-sub-licensable, worldwide, royalty-free, fully paid up licence to use the Deliverables for the Customer's own internal business purposes for the Term.

      
      

   4. ‌The provisions of Schedule 1 shall apply to the provision of the Hardware (including the Airtime Services).

      
      

1. FEES

   
   

   1. ‌The Customer shall pay the Fees to Track24 for the Subscription Services, Usage and Support (and, if applicable, the Hardware and/or the Additional Services) in accordance with this clause 5.

      
      

   2. ‌Track24 shall invoice the Customer in accordance with the payment terms set out in this Agreement, which unless otherwise stated shall be monthly in arrears.

      
      

   3. ‌The Usage Fees shall be calculated by Track24 in accordance with the details of usage recorded by Track24 and the Charges Schedule in place at the date on which the usage occurred. In accordance with clause 7.5, the Usage Fees shall be payable irrespective of whether there is a delay or delivery failure in respect of any SMS.

      
      

   4. ‌Track24 shall be entitled, by giving the Customer not less than 30 days' prior notice thereof, to increase the Fees (or any of them) with effect from each anniversary of the Effective Date, including to reflect the percentage increase in the Consumer Prices Index including owner-occupier's housing costs (CPIH) in the previous 12-month period, and this Agreement shall be deemed to have been amended accordingly. In addition, Track24 shall be entitled to increase the Fees (or any of them) at the start of each Extended Term upon ninety (90) days' prior written notice to the Customer.

      
      

   5. ‌The Airtime Services Fees shall be calculated by Track24 in accordance with the Airtime Services tariff structure specified in the Order Form (or as amended pursuant to an addendum). The Airtime Services Fees will automatically increase or change if the tariffs or tariff structure are increased or changed by the relevant supplier, provided that Track24 shall use its reasonable endeavours to notify the Customer of such increase or changes in advance.

      
      

   6. ‌The Customer shall pay each undisputed invoice within thirty (30) days after the date of such invoice (the "Due Date").

      
      

   7. ‌If the Customer has a genuine dispute in respect of the whole or any part of any invoice, then it shall notify Track24 of the nature of such dispute in writing within twenty eight (28) days of the date of the invoice and shall pay the undisputed part in accordance with this Agreement. The Parties shall co-operate in good faith to resolve the dispute as amicably and promptly as possible in accordance with clause 14. On settlement of any dispute the Customer shall make any payments due within 5 days and in accordance with this Agreement.

      
      

   8. ‌Notwithstanding Track24's right under clause 11.3, if Track24 has not received payment within thirty (30) days after the Due Date, and without prejudice to any other rights and remedies of Track24:

      
      

      1. ‌Track24 may, without Liability to the Customer, disable the Customer's account and access to all or part of the Services and/or Airtime Services and Track24 shall be under no obligation to provide any or all of the Services and/or Airtime Services while the any sums remain unpaid; and

         
         

      2. ‌Track24 shall be entitled to charge interest which accrues and compounds on a daily basis on such due amounts at a rate equal to 5% above the then current base lending rate of the Bank of England from time to time, commencing on the Due Date and continuing until fully paid, whether before or after judgement, which shall be payable on demand.

         
         

   9. ‌All amounts and fees stated or referred to in this Agreement:

      
      

      1. ‌shall be payable in US dollars;

         
         

      2. ‌are non-cancellable and non-refundable;

         
         

      3. ‌are exclusive of value added tax, which shall be added to Track24's invoice(s) at the appropriate rate, if applicable.

         
         

   10. ‌All amounts due under this Agreement shall be paid by the Customer to Track24 in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

       
       

1. CUSTOMER DATA AND DERIVED DATA

   
   

   1. ‌The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

      
      

   2. ‌Track24 may use the Customer Data, the Derived Data and Event Data to improve the performance and functionality of the Services or develop improvements, updates, upgrades, modifications and derivative works thereof. Track24 shall own all rights, title and interest in and to all of the Derived Data and Event Data and any Intellectual Property Rights embedded therein.

      
      

   3. ‌Each Party shall comply with its respective obligations under the Data Processing Schedule in Schedule 5 which is in addition to, and does not relieve, remove or replace, each of the Parties' obligations or rights under the Data Protection Legislation.

      
      

   4. ‌The Customer shall ensure that the Customer Data and Event Data do not contain any Personal Data.

      
      

   5. ‌The Customer shall indemnify and hold harmless Track24 from and against all Liability arising from or in relation to any third party claims i) due to a breach of clause 6.1, 6.3 and/or 6.4; or ii) that the Processing and use of the Customer Data in accordance with this Agreement infringes or misappropriates any third party rights or breaches Data Protection Legislation.

      
      

1. TRACK24'S OBLIGATIONS

   
   

   1. ‌Track24 shall:

      1. ‌provide the Services to the Customer on and subject to the terms of this Agreement; and

         
         

      2. ‌make the Subscription Services available in accordance with the SLA, and provide the levels of support set out in the SLA, except for:

         
         

         1. ‌planned maintenance carried out during the maintenance window of 2200 to 0200 UK time;

            
            

         2. ‌unscheduled maintenance performed outside Normal Business Hours, provided that Track24 has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance; and

            
            

         3. ‌emergency maintenance, which may be carried out at any time without notice to Customer which may reasonably be required to be performed by Track24 to ensure the security, integrity or any other material functionality of the Software and/or the Subscription Services.

            
            

   2. ‌Track24 shall not be liable for any breach of its obligation in clause 7.1.2 to the extent any non-conformance with the SLA is caused by use of the Subscription Services contrary to Track24's instructions, or modification or alteration of the same by any party other than Track24 or Track24's duly authorised contractors or agents.

      
      

   3. ‌The Customer acknowledges and agrees that the Services will evolve over time and as updates are made to the Services, at Track24's discretion, functionality may be added and removed from time to time, however Track24 shall inform the Customer, with reasonable notice, if there is to be any loss of functionality or material detrimental effect from any such updates. The Customer further acknowledges and agrees that Track24 shall not be required to maintain the state or integrity of any data within the Application.

      
      

   4. ‌Track24 does not warrant:

      
      

      1. ‌that the Customer's use of the Services will be uninterrupted or error-free; or

         
         

      2. ‌that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;

         
         

      3. ‌that the Software or the Services will be free from Vulnerabilities or Viruses; or

         
         

      4. ‌the Services and/or the information obtained by the Customer through the Software and/or Application will be accurate, up to date or fit for the Customer's purpose or intended use.

         
         

   5. ‌Subject to the terms of the SLA, Track24 is not responsible for any delays, delivery failures (including but not limited to delivery of SMS or Messages), or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to factors outside Track24's reasonable control, including but not limited to third-party network reliability and technical issues as well as limitations, delays and other problems inherent in the use of such communications facilities and that the Subscription Fees, the Usage Fees and Airtime Services Fees are payable notwithstanding such delays, delivery failures or factors.

      
      

   6. ‌This Agreement shall not prevent Track24 from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

      
      

1. CUSTOMER'S OBLIGATIONS

   
   

   1. ‌The Customer shall:

      
      

      1. ‌provide Track24 with all necessary co-operation in relation to this Agreement and all necessary access to information as may be required by Track24 to fulfil its obligations under this Agreement, including granting Track24 full and unrestricted access to Customer's account in order to provide support or fix any errors. The Customer shall be responsible for setting the access rights for each of its Authorised Users and End Users, and shall carry out all of its responsibilities in this Agreement in a timely and efficient manner;

      2. ‌ensure that all its Authorised Users use the Services strictly in accordance with this Agreement and shall be responsible for any Authorised User's breach of this Agreement;

         
         

      3. ‌procure that all its End Users comply with this Agreement and the EULA when using the Application and shall be responsible for any End User's breach of this Agreement and/or the EULA;

         
         

      4. ‌ensure that its network and systems comply with the relevant specifications provided by Track24 from time to time necessary for the operation of the Services, and shall be solely responsible for procuring and maintaining all network connections and telecommunications links from its systems to Track24's data centres;

         
         

      5. ‌be responsible for the accuracy and completeness of any Customer Data and shall ensure it has all the necessary consents, permissions and has provided the applicable notices in relation to the Customer Personal Data;

         
         

      6. ‌obtain and shall maintain all necessary licences, consents, and permissions necessary for Track24, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services; and

         
         

      7. ‌be, to the extent permitted by Applicable Law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Track24's data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

         
         

   2. ‌The Customer shall indemnify, keep indemnified and hold harmless Track24 against all or any costs, claims, damages or expenses incurred by Track24 in respect of any third party claims relating to the Customer's (including any Authorised User's and/or End User's) use of the Services, Documentation and Hardware provided that:

      
      

      1. ‌the Customer is given prompt notice of such claim;

         
         

      2. ‌Track24 provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense;

         
         

      3. ‌the Customer is given sole authority to defend or settle the claim; and

         
         

      4. ‌Track24 makes no admission of liability or fault itself or on behalf of the Customer.

         
         

2. ‌COMPLIANCE WITH LAWS AND REGULATIONS

   
   

   1. ‌Each Party shall comply with all Applicable Laws in the exercise of its rights and the performance of its obligations pursuant to this Agreement.

      
      

1. INTELLECTUAL PROPERTY RIGHTS

   
   

   1. ‌As between the Parties, all Intellectual Property Rights in and to the Software and the Derived Data, the Event Data, the Application, the Documentation, the Subscription Services and the Additional Services shall belong to, and remain vested in, Track24 at all times.

      
      

   2. ‌Without prejudice to the generality of the foregoing or to the provisions of clauses 3.3 and 3.4 above, to the extent that the Customer's or the Authorised User's and/or End User's use of the Services or any Additional Services results in any modifications, adaptations, developments, or any derivative works of or to the Services, the Software, the Application or the operation of the Services ("Improvements"), then notwithstanding any rights or remedies of Track24 under clauses 3.3 and 3.4 above, any and all Intellectual Property Rights in and to such Improvements shall immediately vest in and be owned by Track24.

      
      

   3. ‌Track24 makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Services and takes no responsibility for information in the Application that is provided by third parties.

      
      

   4. ‌Track24 shall, subject to clause 10.3, defend the Customer against any third party claims that the use of the Subscription Services in accordance with this Agreement infringes any valid and subsisting third party Intellectual Property Right and shall indemnify the Customer for and against any amounts awarded against the Customer in judgement or settlement of such claims, provided that:

      
      

      1. ‌Track24 is given prompt notice of such claim;

         
         

      2. ‌the Customer provides reasonable co-operation to Track24 in the defence and settlement of such claim, at Track24's expense;

         
         

      3. ‌Track24 is given sole authority to defend or settle the claim; and

         
         

      4. ‌the Customer makes no admission of liability or fault itself or on behalf of Track24.

         
         

   5. ‌In the defence or settlement of any claim pursuant to clause 10.4 above, Track24 may at its sole option and expense either:

      
      

      1. ‌procure for the Customer the right to continue using the Subscription Services in the manner contemplated by this Agreement;

         
         

      2. ‌replace or modify the Subscription Services as applicable so that it becomes non-infringing; or

         
         

      3. ‌terminate this Agreement forthwith by notice in writing and without Liability to Customer.

         
         

   6. ‌Track24 shall not in any circumstances have any Liability (including in respect of the indemnity provided under clause 10.4) if the alleged infringement is based on:

      
      

      1. ‌modification of the Subscription Services by anyone other than Track24; or

         
         

      2. ‌the Customer's or any Authorised User's or End User's use of the Subscription Services otherwise than in accordance with this Agreement or in a manner contrary to the instructions given to Customer by Track24 in connection therewith; or

         
         

      3. ‌the Customer's or any Authorised User's or End User's use of the Subscription Services after notice of the alleged or actual infringement from Track24 or any appropriate authority; or

         
         

      4. ‌use or combination of the Software with any other software or hardware, in circumstances where, but for such combination, no infringement would have occurred; or

         
         

      5. ‌the Customer Data; or

         
         

      6. ‌the Customer's breach of this Agreement.

         
         

   7. ‌Subject to clauses 10.3, 10.6 and 12, clauses 10.4 and 10.5 state the Customer's sole and exclusive rights and remedies, and Track24's (including Track24's employees', agents' and sub-contractors') entire obligations and Liability, for infringement or alleged infringement of any third party Intellectual Property Right by Track24.

      
      

1. TERM AND TERMINATION

   
   

   1. This Agreement will commence on the Effective Date and continue for the Initial Term and, thereafter for each Extended Term, unless:

      
      

      1. either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Term or any Extended Term, in which case this Agreement shall terminate upon the expiry of the Initial Term or Extended Term, as the case may be; or

         
         

      2. it is otherwise terminated in accordance with the provisions of this Agreement.

         
         

   2. During the Term, thirty (30) days' notice of termination to Track24 is required. If the Customer gives such notice of termination to Track24, the Fees due for the remainder of the Initial Term or relevant Extended Term shall become due and payable to Track24 within thirty (30) days, calculated on the basis of the average monthly Subscription Fees, Usage Fees and, if applicable, Airtime Services Fees paid by the Customer over the course of the then current Term plus all Additional Fees.

   3. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

      
      

      1. the other Party fails to pay any amount due under this Agreement on the Due Date for payment and remains in default for a period of more than forty five (45) days in respect of such non-payment; or

         
         

      2. if the other Party commits a material breach of any terms of this Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within thirty (30) days after being notified in writing to do so; or

         
         

      3. the other Party suspends, ceases, or threatens to suspend or cease carrying on its business or a substantial part thereof, or suffers an Insolvency Event.

         
         

   4. On termination of this Agreement for any reason:

      
      

      1. all licences granted by Track24 under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

         
         

      2. each Party shall return and make no further use of any Confidential Information, equipment, property and other items (and all copies of them) belonging to the other Party;

         
         

      3. the Additional Services, and, if applicable, the Airtime Services, will immediately terminate;

         
         

      4. any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced; and

         
         

      5. any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in or come into force.

         
         

   5. Track24 may also terminate this Agreement without Liability to the Customer if:

      
      

      1. the Customer distributes, copies or resells data and/or information provided through the Application or Software taken from any data feed; or

         
         

      2. if the Customer purports to assign any of its rights or obligations under this Agreement.

         
         

   6. Unless terminated earlier in accordance with its terms, this Agreement shall be automatically renewed for successive periods of twelve (12) months each (each an "Extended Term") unless either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Term or any Extended Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Extended Term.

      
      

1. LIMITATION OF LIABILITY

   
   

   1. Nothing in this Agreement excludes either Party's Liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or for any Liability that cannot be excluded under Applicable Law.

      
      

   2. Subject to the other provisions of this clause 12, Track24's total aggregate Liability to the Customer:

      
      

      1. in respect of and relating to the Products, shall be as specified in Schedule 1; and

         
         

      2. otherwise, under or in connection with this Agreement, including but not limited to that arising in relation to clause 10.4 (whether in contract, tort including negligence, breach of statutory duty, restitution or otherwise) howsoever caused, will be limited to the total amount of fees paid by the Customer to Track24 in the twelve (12) months immediately preceding the event which gives rise to the claim.

         
         

   3. Track24 shall not be liable for any i) consequential, indirect, special, incidental, punitive or exemplary damages, whether foreseeable or unforeseeable, ii) loss of profit, iii) loss of business, iv) damage to reputation, v) loss of goodwill, vi) loss of or corruption of data, vii) loss caused or contributed to by any employee, agent, contractor or representative of the Customer, viii) loss caused as a result of the Services being unavailable a) as a result of planned downtime for the Services as notified to the Customer or b) during any time which is not Uptime (as defined in Schedule 6), ix) loss arising from any failure of the Customer's infrastructure and/or utilities, x) loss caused as a result of the Services and/or Products being unavailable due to a Force Majeure Event, xi) loss caused by the failure or delay of any third party application or service or network, however arising.

      
      

   4. ‌The Customer acknowledges and agrees that the Services and Hardware (including the Airtime Services) are intended to be used to assist with tracking and monitoring assets (including individuals and physical assets). The Customer acknowledges and agrees that the use of the Services and Hardware (including the Airtime Services) for nuclear, medical, life support services or safety or distress systems or in any combative situation ("Prohibited Uses") in which the failure of the Services, Products and/or Airtime Services could result in death or personal injury, is specifically excluded. Track24 will not be liable for any claims or damages to the extent that claims or damages arise from any Prohibited Use.

      
      

   5. ‌The Customer acknowledges that the successful use of the Software, Application, Products and Airtime Services to track and monitor assets cannot be guaranteed as such use is affected by various factors including but not limited to, geographical position, location of the antenna, environmental conditions, satellite availability or operator error. Consequently, Track24 excludes all Liability incurred or suffered by the Customer as a consequence of being unable to send or receive messages due to any such factors.

      
      

   6. ‌The Customer acknowledges and agrees that it shall have no right of action against any of Track24's licensors or their respective officers, employees, agents or representatives, and hereby waives any such claims (whether in contract, tort or otherwise, and whether existing now or in the future) that it may have.

      
      

   7. ‌Except as expressly and specifically provided in this Agreement, the Customer assumes sole responsibility for results obtained by its Authorised Users and/or End Users from the use of the Services and/or the Products, and for conclusions drawn from or not drawn from such use. Track24 shall have no liability for any damage caused by errors or omissions in any information, or any actions taken by Track24 at the Customer's direction. No person is entitled to rely on the information provided by Track24 for any purpose whatsoever, and Track24 disclaims any responsibility to any person (including third parties) who has had communicated to them the information or advice provided by or on behalf of Track24 to the Customer.

      
      

   8. ‌Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from this Agreement. The Services and any information provided by or on behalf of Track24 are provided to the Customer on an "as is" basis.

      
      

   9. ‌Third Party Data

      1. ‌Track24 may utilise and incorporate data, content, or information supplied by third-party providers ("Third-Party Data") as part of the Services rendered under this Agreement. Track24 does not, in any way, amend or edit the Third-Party Data. The Customer acknowledges that such Third-Party Data is provided "as is" and may be subject to the terms, conditions, and restrictions imposed by the respective third-party suppliers, the Customer may be required to agree to the terms of use relating to such Third-Party Data, and for clarity the Customer shall have the contractual relationship with such third party and Track24 shall not be liable under the same. The Customer further agrees that where the Customer does not agree to such terms and conditions which relate to the Third-Party Data, that the Services provided by Track24 under this Agreement may be impaired, affected or otherwise not function in accordance with the terms of this Agreement. Where there is a causal link between the Customer's failure to agree to, or where the Customer is in breach of, the terms and conditions relating to the Third-Party Data, Track24 shall be relieved of all Liability under this Agreement.

      2. ‌Track24 makes no warranties, express or implied, as to the accuracy, completeness, reliability, or suitability of the Third-Party Data for any particular purpose. Track24 disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement with respect to Third-Party Data. Track24 confirms that it has the right to include such Third-Party Data as part of the Services.

      3. ‌The Customer agrees that Track24 shall not be liable for any errors, omissions, delays, or interruptions in the availability or use of the Third-Party Data. Under no circumstances will Track24 be responsible for any Liability arising from the use or reliance on Third-Party Data, including, without limitation, direct, indirect, incidental, or consequential damages or as otherwise set out in this clause 12.

      4. ‌The Customer agrees to indemnify, defend, and hold harmless Track24 from and against any Liability arising from the Customer's (and the Authorised Users' and End User's) use of the Third-Party Data or any breach of the third-party terms and conditions.

      5. ‌Track24 does not endorse, approve, or certify any Third-Party Data and makes no guarantees as to its continued availability or accuracy.

         
         

1. ‌CONFIDENTIAL INFORMATION AND PUBLICITY‌

   
   

   1. Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. A Party's Confidential Information shall not be deemed to include information that:

      
      

      1. is or becomes publicly known other than through any act or omission of the receiving party;

         
         

      2. was in the other Party's lawful possession before the disclosure;

         
         

      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

         
         

      4. is independently developed by the receiving party, which independent development can be shown by written evidence.

         
         

   2. Subject to clause 13.4, each Party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation and performance of this Agreement and shall use at least the same level of protection as it uses to protect its own Confidential Information.

      
      

   3. Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

      
      

   4. A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.4, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

      
      

   5. Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party which is not under the control of the relevant Party.

      
      

   6. The Customer acknowledges that details of the Services, the Software, and the results of any performance tests of the Services, constitute Track24's Confidential Information.

      
      

   7. Track24 acknowledges that the Customer Data is the Confidential Information of the Customer.

      
      

   8. The above provisions of this clause 13 shall survive termination of this Agreement, however arising.

      
      

   9. ‌Notwithstanding the foregoing, the Customer permits Track24 to identify the Customer as a client. To this end, the Customer grants Track24 a perpetual, worldwide, non-exclusive, royalty-free licence for Track24 and each of its group companies to use the Customer's logo, name, trade marks and branding on the Site and in any marketing and publication materials.

      
      

1. DISPUTE RESOLUTION

   1. Before initiating legal action against the other Party relating to a dispute herein, the Parties agree to work in good faith to resolve disputes and claims arising out of this Agreement in accordance with and subject to this clause 14. To that end, each Party shall designate an officer or other management employee with authority to bind such Party in respect of such dispute and/or claim.

      
      

   2. If the dispute is not resolved within thirty (30) days of the commencement of informal efforts under this clause, either Party may pursue formal legal or other dispute resolution action. During the period in which a dispute remains unresolved, Track24 shall be entitled to suspend the Services and all of its other obligations under this Agreement.

      
      

   3. Nothing in this Agreement or this clause 14 in particular, shall prevent either Party from taking such action as it deems appropriate (including any application to a relevant court) for injunctive or other emergency or interim relief as is necessary.

      
      

2. FORCE MAJEURE

   1. Track24 shall have no Liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Track24 or any other party), failure of a utility service or transport or telecommunications network, act of god, preparations for war, war, riot, terrorist attack, civil commotion, civil unrest, malicious damage, compliance with any law or governmental order, rule, regulation or direction, imposition of sanctions, embargo, accident, epidemic, pandemic, breaking off of diplomatic relations, import or export restrictions, quotas or prohibitions, withdrawal or termination of a licence, breakdown of plant or machinery, fire, flood, natural disaster, storm or default of Track24's or sub-contractors (Force Majeure Event). Track24 shall notify the Customer promptly in writing of such Force Majeure Event and its expected duration. If the Force Majeure Event continues for more than 30 days, Track24 shall be entitled to terminate this Agreement by giving not less than 10 days' written notice to the Customer.

3. NON-SOLICITATION

   1. Neither Party shall, during the duration of the Agreement and for a period of twelve (12) months after the end of this Agreement, directly or indirectly, whether itself or as part of any arrangement with any third party or third parties (except with the prior written consent of the other Party), solicit or entice away (or attempt to solicit or entice away) from the employment of the other Party, any person that is, or was within the previous twelve (12) months, an employee of the other Party who is employed or engaged in any services which are relevant to this Agreement.

      
      

   2. Neither Party shall be in breach of clause 16.1 as a result of running an advertising campaign or general recruitment process open to all applicants and not specifically targeted at any of the staff of the other Party.

      
      

4. PUBLICITY

   1. Other than as expressly permitted in clause 13.9, neither Party shall make any press announcements or publicise the relationship between the Parties without the prior written consent of the other Party, which shall not be unreasonably withheld or unduly delayed.

      
      

5. VARIATION

   1. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

6. WAIVER

   1. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

1. SEVERANCE

   1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

      
      

   2. If any provision or part-provision of this Agreement is deemed deleted under clause 20.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

      
      

2. ENTIRE AGREEMENT

   1. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

   2. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

      
      

   3. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

3. ASSIGNMENT

   1. The Customer shall not, without the prior written consent of Track24, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

      
      

   2. Track24 may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

4. NO PARTNERSHIP OR AGENCY

   1. Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or Liability and the exercise of any right or power).

5. ANTI BRIBERY

   Neither Party shall commit any offence under the Bribery Act 2010, or under any other relevant laws, statutes, regulations or codes in relation to bribery and anti-corruption.

6. THIRD PARTY RIGHTS

   1. This Agreement does not confer any rights on any person or party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

7. NOTICES

   1. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in this Agreement, or such other address as may have been notified by that Party for such purposes or sent by email to the email address provided by the relevant individual of each Party.

      
      

   2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Business Hours, at 0900 on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at 0900 on the second Business Day after posting. A notice sent by email shall be deemed to have been received at the time of transmission or if such time of transmission is not in Business Hours, at 0900 on the first Business Day following transmission.

      
      

1. COUNTERPARTS

   1. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same Agreement.

      
      

2. GOVERNING LAW AND JURISDICTION

   1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

   2. Subject to the process in clause 14, each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1

Hardware

1. PROVISION OF HARDWARE AND AIRTIME SERVICES

   
   

   1. Track24 shall, on the terms of this Agreement:

      
      

      1. sell the Products to the Customer; and

         
         

      2. use its reasonable endeavours to supply Airtime Services to the Customer for the duration of the Term.

         
         

   2. Intellectual Property Rights in the Products and the Operations Manual shall remain owned by Track24 and/or its licensors at all times.

      
      

2. DESCRIPTION

   
   

   1. The Products shall be as set out in the Order Form (as amended by any addendum from time to time).

      
      

   2. All Documentation and other drawings, descriptive matter, specifications and advertising issued by Track24 and any descriptions or illustrations contained in Track24 catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them; and they will not form part of this Agreement.

      
      

3. DELIVERY OF PRODUCTS

   
   

   1. Delivery of the Products shall take place at Track24's place of business, and, subject to paragraph 3.2, the Customer will collect the Products at its own cost at a time agreed with Track24. Track24 will make the Operations Manual available on request if not already supplied to the Customer.

      
      

   2. Where it is agreed in writing with Track24 that Track24 will deliver Products to the Customer, within 30 days of the Effective Date or such other date as specified by Track24, the Customer will pay in cleared funds the full cost of transport (of one or more instalments, as the case may be) from Track24's place of business to the address notified by the Customer and agreed by Track24 and Track24 will arrange the transport of the Products at the risk of the Customer (in one or more instalments). Track24 is not obliged to deliver the Products to the Customer until it has received payment in full for the delivery.

      
      

   3. Any dates specified by Track24 for delivery of the Products are intended to be an estimate and time for delivery shall not be made of the essence by notice.

      
      

   4. If for any reason the Customer will not accept delivery of any of the Products, or Track24 is unable to deliver the Products on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:

      
      

      1. the Products will be deemed to have been delivered; and

         
         

      2. Track24 may store the Products until delivery whereupon the Customer will be liable for all related costs and expenses (including, without limitation, storage and insurance).

         
         

4. NON-DELIVERY

   
   

   1. Where it is agreed with Track24 that Track24 will deliver Products to the Customer under paragraph 3.2:

      
      

      1. the quantity of any consignment of Products as recorded by Track24 upon dispatch from Track24's place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary;

         
         

      2. Track24 shall not be liable for any non-delivery of Products unless written notice is given to Track24 within 7 days of the date when the Products would, in the ordinary course of events, have been received; and

      3. delays in the delivery of any of the Products shall not entitle the Customer to (a) refuse to take delivery of all or any of them; (b) claim damages; or (c) terminate this Agreement.

         
         

   2. Any Liability of Track24 for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note for the relevant amount (based on the unit cost of the Products specified in the Order Form and any associated costs) against any invoice raised for such Products, at Track24's option.

      
      

5. RISK/TITLE

   
   

   1. The Products are at the risk of the Customer from the time of collection or dispatch from Track24's place of business, as applicable.

      
      

   2. Ownership of the Products shall not pass to the Customer until Track24 has received in full (in cash or cleared funds) all sums due to it in respect of the Products (including all transport costs and associated fees, if applicable).

      
      

   3. Until ownership of the Products has passed to the Customer, the Customer must:

      
      

      1. hold the Products on a fiduciary basis as Track24's bailee;

         
         

      2. store the Products (at no cost to Track24) separately from all other products of the Customer or any third party in such a way that they remain readily identifiable as Track24's property;

         
         

      3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Products.

         
         

   4. The Customer grants Track24, its agents and employees an irrevocable right at any time to enter any premises where the Products are or may be stored, prior to the date and time at which ownership of the Products passes to the Customer, to recover them whether or not they have been installed in any vehicle. Track24 shall also have the right to inspect the Customer's books and records in order to verify the number of Products in use at any time.

      
      

6. QUALITY

   
   

   1. Track24 warrants that (subject to the other provisions of this paragraph 6) upon delivery, and for a period of 12 months from the date of delivery or collection (the "Warranty Period"), the Products will:

      
      

      1. be free from defects in materials and workmanship; and

         
         

      2. shall conform in all material respects with the Operations Manual.

         
         

   2. Track24 shall not be liable for a breach of any of the warranties in paragraph 6.1 unless:

      
      

      1. the Customer gives written notice of the defect to Track24, and (if the defect is as a result of damage in transit) to the carrier, within 5 days of the time when the Customer discovers or ought to have discovered the defect; and

         
         

      2. Track24 is given a reasonable opportunity after receiving such notice to examine such Products and the Customer (if asked to do so by Track24) returns such Products, within 15 Business Days of such request, to Track24's place of business at the Customer's cost for the examination to take place there.

         
         

   3. Track24 shall not be liable for a breach of any of the warranties in paragraph 6.1 if:

      
      

      1. the Customer makes any further use of any defective Products after discovering the defect; or

         
         

      2. the defect arises because of misuse or as a result of the Customer failing to follow Track24's oral or written instructions (including those in the Operations Manual) as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice; or

         
         

      3. the Customer alters or repairs such Products without the written consent of Track24.

         
         

   4. Subject to paragraphs 6.2 and 6.3, if any of the Products do not conform with any of the warranties in paragraph 6.1, Track24 shall at its option repair or replace such Products (or the defective part) or refund the price of such Products provided that, if Track24 so requests, the Customer shall, at the Customer's expense, return the Products or the part of such Products which is defective to Track24, at its place of business.

      
      

   5. If Track24 complies with paragraph 6.4 it shall have no further Liability for a breach of any of the warranties in paragraph 6.1 in respect of such Products.

      
      

   6. Any Products returned to Track24 and replaced will belong to Track24 and the warranty in paragraph 6.1 shall apply to any repaired or replacement Products on the terms of this paragraph 6, for the unexpired portion of the 12-month period only.

      
      

7. ACTIVATION - AIRTIME SERVICES FEES

   
   

   1. The Airtime Services Fees are payable, per Product, from the date on which each Product is Activated.

      
      

   2. The Airtime Services Fees shall be payable irrespective of whether there is a delay or delivery failure in respect of any Message.

      
      

8. OBLIGATIONS OF THE CUSTOMER

   
   

   1. The Customer acknowledges that use of the Products in certain countries requires licences, authorisations and clearances, and that it is responsible for obtaining any such licences, authorisations and other clearances required to use the Products in any territory it wishes to use them in and the Customer warrants and represents to Track24:

      
      

      1. that it will obtain all such licences, authorisations and other clearances and that its use of the Products will comply, at the Customer's expense, with all statutes and any other laws, rules, court orders and regulations concerning the Products and/or Airtime Services;

         
         

      2. to observe any security regulations or management regulations for the use of the Products and Airtime Services which Track24 may make from time to time.

         
         

   2. The Customer will indemnify, keep indemnified and hold harmless Track24 against all or any Liability arising from or in connection with any breach of any of the obligations in this paragraph 8.

      
      

9. TECHNICAL SUPPORT

   
   

   1. The provisions of Schedule 6 shall apply in respect of support for the Airtime Services (other than where expressly stated otherwise).

      
      

10. CUSTOMER ACKNOWLEDGEMENTS

    
    

    1. The Customer acknowledges that:

       
       

       1. Track24 is not the original manufacturer or supplier of the Products or Airtime Services; and

          
          

       2. the Products were selected by the Customer and the Customer has satisfied itself and accepts that it is responsible for ensuring that the Products are fit for the purpose for which they are required.

          
          

    2. The Customer acknowledges and agrees that no condition, warranty, or representation of any kind has been or is given or made by Track24 or any other person on Track24's behalf (whether authorized or not) relating to the Products or Airtime Services (including any warranty as to merchantability, fitness for purpose, lack of viruses, correspondence to description, title or enjoyment) save to the extent expressly set out in this Agreement.

       
       

11. USE AND MISUSE OF THE AIRTIME SERVICES

    
    

    1. The Customer will:

       
       

       1. comply with all operating procedures, technical specifications and operational requirements notified to the Customer by Track24, including but not limited to those in the Operations Manual. Such operating procedures, technical specifications and operational requirements may be changed by Track24 by written notice to the Customer;

       2. use the Products and Airtime Services exclusively for peaceful (and specifically non-violent) purposes.

          
          

    2. The Customer will not, and will ensure that its customers and affiliates will not (and that its and their employees will not) use the Airtime Services in an abusive or fraudulent manner including, but not limited to, the following:

       
       

       1. accessing or attempting to access the Airtime Services by using an unauthorised device;

          
          

       2. obtaining or attempting to obtain permission to use the Airtime Services by providing false or misleading information;

          
          

       3. intentionally interfering with or causing disruption in the provision of Airtime Services to other third parties, or using the Airtime Services in a manner that interferes unreasonably with the use of Airtime Services by other third parties;

          
          

       4. using the Airtime Services to further or for any criminal activity or otherwise for a Prohibited Use (as defined in clause 12.4 of Schedule 1); and

          
          

       5. using the Airtime Services to make obscene or illegal communications, to impersonate another person with fraudulent or malicious intent, or to call another person so frequently or at such times of day or in any other manner as to have a likely effect of annoying, threatening or harassing such person.

          
          

12. INSTALLATION AND UNINSTALLATION

    
    

    1. The Customer will provide full access to the vehicle(s), asset(s) and the premises (if applicable) where installation or uninstallation is to take place during normal business hours in the relevant location, and will ensure that the vehicle(s), asset(s), premises, the plant and other relevant equipment, are in a fit condition for the safe carrying out of the installation or uninstallation work and indemnify, keep indemnified and hold harmless Track24 against all and any Liability i) arising from any damage to the property of Track24; or ii) suffered by Track24, its employees, agents and representatives due to the unfitness or state of such vehicles, assets, premises, plant and other equipment.

       
       

    2. In the case of unavailability of a vehicle at a scheduled location and installation or uninstallation time a maximum of 1 hour technician standing time will apply, after which Track24 reserves the right to charge for additional standing time.

       
       

    3. If installation or uninstallation work is carried out otherwise than in normal business hours in the relevant location, all overtime charges incurred by Track24 will be borne by the Customer.

       
       

    4. The Customer will ensure that a responsible representative of the Customer will be present at the installation or uninstallation, as the case may be, in order to confirm acceptance of the installation or uninstallation, failing which Track24 will be entitled to give such confirmation on behalf of the Customer.

       
       

    5. As part of the Track24 installation and uninstallation services, the Track24 engineer appointed to undertake the work ("Installer") may be required to alter parts of the vehicle or asset, including but not limited to the dashboard, roof, chassis, engine control unit and wire networks. The Customer acknowledges that neither Track24 nor the Installer will be responsible for restoring the vehicle or asset to its original condition prior to the installation or uninstallation.

       
       

    6. Time for installation or uninstallation, as the case may be, shall not be of the essence.

       
       

    7. System installation, training and Customer skill in operation of the Products, are not to be deemed as part of the criteria determining successful delivery or installation of the Product.

       
       

    8. Unless agreed to in writing by Track24, it is not responsible for any uninstallation of the Product from vehicles or assets.

       
       

    9. The Customer acknowledges and agrees that Track24 is entitled to not install or uninstall the Products in a vehicle or asset which Track24 deems to be badly maintained.

SCHEDULE 2

Data Processing Schedule

1. Interpretation

   1. Capitalised terms used in this Schedule 5 and not otherwise defined in this Agreement shall bear the meaning given to them in the Data Protection Legislation.

      
      

2. Data Processing Obligations

   1. Each Party will comply with all applicable requirements of the Data Protection Legislation. This Schedule 5 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.

      
      

   2. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Track24 is the Processor. The scope, nature and purpose of processing by the Customer, the duration of the Processing and the types of Personal Data and categories of Data Subject are set out below.

      
      

   3. Without prejudice to the generality of paragraph 2.1 of this Schedule, Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to Track24 for the duration and purposes of this Agreement.

      
      

   4. Without prejudice to the generality of this paragraph 2, Track24 shall, in relation to any Customer Personal Data processed in connection with the performance of its obligations under this Agreement:

      
      

      1. only Process that Customer Personal Data in accordance with the purposes set out in the Agreement (the "Purpose") and notify the Customer immediately if in its opinion the Customer's instructions infringe Applicable Law;

         
         

      2. ensure that it has in place appropriate technical and organisational measures set out in paragraph 3.5 below, to protect against unauthorised or unlawful processing of the Customer Personal Data and against accidental loss or destruction of, or damage to, the Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

         
         

      3. ensure that all personnel who have access to and/or Process the Customer Personal Data are obliged to keep the Customer Personal Data confidential;

         
         

      4. assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

         
         

      5. notify the Customer without undue delay on becoming aware of a Personal Data Breach in respect of the Customer Personal Data;

         
         

      6. at the written direction of the Customer, delete or return the Customer Personal Data and copies thereof to the Customer on termination or expiry of the Agreement unless required by Applicable Law to store the Customer Personal Data; and

         
         

      7. maintain complete and accurate records and information to demonstrate its compliance with this paragraph and allow for audits by the Customer or the Customer's designated auditor in the event of a breach of the Data Protection Legislation.

         
         

   5. The Customer hereby provides its prior, general authorisation for Track24 to transfer the Customer Personal Data outside of the UK and the European Economic Area for the Purpose, provided that all such transfers are effected in accordance with the Data Protection Legislation. For these purposes, the Customer shall promptly comply with any reasonable request of Track24, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).

      
      

   6. Track24 is permitted to engage a Sub-Processor to Process any of the Customer Personal Data on the Customer's behalf in connection with this Agreement. The Customer pre-approves Track24's use of third party processors for the purposes of fulfilling its obligations. Track24 shall:

      
      

      1. inform the Customer prior to the appointment or removal of any such Sub-Processor, thereby giving the Customer an opportunity to object to the appointment or removal. If the Customer objects on reasonable grounds, Track24 shall either:

         
         

         1. alter its plans to use the Sub-Processor with respect to the Customer Personal Data, or

            
            

         2. take corrective steps to remove the Customer's objections.

            
            

            If none of the above options are reasonably available or the issue is not resolved within 30 days of the objection, either party may terminate this Agreement;

            
            

      2. ensure that such Sub-Processor is subject to a written agreement which imposes on it binding contractual obligations which are equivalent to the terms imposed on Track24 under this Schedule 5; and

         
         

      3. ensure that the Sub-Processor's Processing of the Customer Personal Data terminates upon termination of Track24's right to Process the Customer Personal Data.

         
         

   7. Either Party may, at any time on not less than 30 days' notice, revise this paragraph 2 of Schedule 5 by replacing it with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner's Office or similar terms forming part of an applicable certification scheme or code of conduct (and such amended terms shall apply when replaced by attachment to this Agreement but only in respect of such matters which are within the scope of such amended terms).

      
      

3. Processing, Personal Data and Data Subjects

   
   

   1. Purpose of the Processing by Track24

      
      

      1. Processing of the Customer Personal Data is only to be undertaken as required for the purpose of providing the Services and complying with its obligations under this Agreement.

         
         

   2. Types of Personal Data

      
      

      1. The Personal Data of the Authorised Users and End Users and other such Personal Data for which the Customer is the Data Controller, which is required to be Processed in order to fulfil the obligations under this Agreement.

         
         

   3. Categories of Data Subject

      
      

      1. Authorised Users and End Users and those engaged in managing the Customer's use of the Software and this Agreement.

         
         

   4. Duration of Processing

      
      

      1. For the Term of this Agreement.

         
         

   5. Technical and Organisational Measures

Physical Access Control	Restriction of access to buildings, data centres and server rooms as necessary, adequate locks on all doors, monitoring of unauthorised access, and written procedures for employees, contractors and visitors covering confidentiality and security of information.
System Security	Restricting access to systems depending on the sensitivity/criticality of such systems, use of password protection where such functionality is available, maintaining records of the access granted to which individuals, ensuring prompt deployment of updates,

	bug-fixes and security patches for all systems, appropriate security over wireless networks (802.11x) and remote access tools (including two factor authentication).
Data Processing	Selection of sub-processors based on technical expertise, trustworthiness and compliance with legislation, ensuring prompt instruction of sub-processors, ensuring prompt notification of the processor or controller in the event of a data security breach and, capability of sub-processors to correct and/or erase data upon instruction.

SCHEDULE 3

Service Level Agreement

Track24 will use its reasonable endeavours to ensure that the Subscription Services and, if applicable, the Airtime Services are available throughout the Term but Track24 cannot guarantee that the Subscription Services and/or the Airtime Services will be available at all times. This Schedule sets out Track24's obligations and Liability with respect to the availability of and support provided for the Subscription Services and Airtime Services.

Support

To contact the support team either email support@atlasnxt.com during the hours 5.00am to 6.00pm (UK hours). For any urgent out of hours support call +44 (0) 207 8594655.

When reporting an issue please include:

• Description of the steps to recreate the problem

• Contact details: your email address / mobile number / product login / tracker ID

• Impact especially whether this issue prevents the use of the Services and/or Product

The Customer must cooperate with troubleshooting steps and provide any necessary information requested by Track24.

Response Times

Acknowledgement response received by the Customer confirming the ticket number within 1 hour. Response from a Support team member within such number of hours for the option selected in the "Support" section of the Order Form.

Uptime and Availability

Track24 will use reasonable commercial efforts (meaning the same degree of priority and diligence with which Track24 meets the support needs of its other customers) to ensure that the Application, Software and Airtime Services are available for at least 98.5% of the time during any calendar month throughout the Term (Uptime).

Notification of Scheduled Downtime (not applicable to Airtime Services)

Track24 will provide notification to the Customer of any period of scheduled downtime in advance; however, short-term notice periods may be needed to support emergency maintenance. During any scheduled downtime, unavailability of the Subscription Services will be communicated to Customer via email or the Customer's account login screen.

Track24 monitors its servers for outages and material errors and will notify the Customer promptly of any such event. Track24 also provides 24x7 support for critical outages (outages impacting a number of customers) and will aim to resolve outages promptly.

Data Backup, Recovery

Platform data is automatically backed up daily on AWS. Data can be recovered for up to 30 days.

Data Deletion

Platform data throughout the Trial Period or Term is collated, processed, stored and backed up. This is automatically deleted after 60 days or upon request, whichever is sooner.

Software Updates and Bug Fixes (not applicable to Airtime Services)

Track24 may from time to time at its sole discretion, develop and provide software updates for the Software. These may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively known as "Updates").

Updates may result in the modification or deletion in their entirety of certain features and functionality of the Subscription Services. The Customer agrees and understands that Track24 has no obligation to continue to provide or enable any particular features or functionality of the Subscription Services.

Updates may also result in modification, migration or erasure of data. The Customer agrees and understands that Track24 makes no commitment to maintain the state or integrity of the data.

From time to time, the Software may require emergency or non-emergency updates that require a period of downtime at short notice. Track24 agrees to notify the Customer prior to commencing work if the period of downtime exceeds 5 minutes.

The Customer acknowledges that embedded services within the Application may be subject to Updates without notice with associated downtime. Track24 will use reasonable endeavours to notify the Customer of any scheduled updates by embedded service providers.

SCHEDULE 4

End User Licence Agreement (EULA)

The AtlasNXT App (the "App" or "Licensed Application"), as made available through the Apple and Google App Store, is licensed, not sold, to you. Your license to the App is subject to your prior acceptance of this End User License Agreement ("EULA") which is supplemental to and does not replace Apple's Licensed Application End User License Agreement, available at https://www.apple.com/legal/internet-services/itunes/dev/stdeula/ (the "Apple EULA") and Google's Licensed Application End User License Agreement, available at https://play.google.com/about/play-terms/index.html (the "Google EULA"). The provisions of this EULA shall prevail to the extent of any conflict or inconsistency between the provisions of this EULA and the Apple EULA and Google EULA in relation to the App. Your license to the App under this EULA is granted by Track24 Limited, a company incorporated and registered in England and Wales under company number 05052740, whose registered office address is Clerkenwell Workshops, London EC1R 0AT, UK. Track24 Limited (the "Licensor") reserves all rights in and to the App not expressly granted to you under this EULA.

1. Scope of License: Licensor grants to you a non-transferable license to use the App on any Apple-branded or Google-branded products ("the Apple or Google Device") that you own or control and as permitted by the Apple and Google Usage Rules. The terms of this EULA will govern any content, materials, or services accessible from or purchased within the App as well as upgrades provided by the Licensor that replace or supplement the original App. Except as provided in the Apple and Google Usage Rules, you may not distribute or make the App available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the App and, if you sell your Apple or Google Device to a third party, you must remove the App from the Apple or Google Device before doing so. You may not copy (except as permitted by this EULA and the Apple or Google Usage Rules), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application).

   
   

2. Consent to Use of Data: You agree that the Licensor may collect and use technical data and related information including but not limited to technical information about your device, system and application software, and peripherals that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. The Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

   
   

3. Location Services: You acknowledge and agree that use of the App involves the submission of location data ("Location Data") provided by you via the App. The Licensor processes location data at varying levels of granularity, ranging from country-level location to vicinity and, in limited circumstances only, precise location. Such processing is carried out in accordance with the Customer's configuration and the App user's activation of specific App features that require location functionality ("Location Services"). Precise location sharing always requires App user consent. By using the App and consenting to the sharing of Location Data via a prompt on your Apple or Google Device, you consent to the processing of the Location Data in connection with your use of the Location Services and agree that the processing of Location Data is necessary for your use of the Location Services. Should you not wish for Licensor to process Location Data in accordance with this provision, you may opt-out of such processing by informing the Licensor to delete the user from the platform. Data relating to you will automatically be deleted after 60 days or upon the request of the Licensor, whichever is sooner. You hereby acknowledge and agree that the Licensor will be prevented from making the Location Services available to you in the event that you withdraw your consent to the processing of Location Data by the Licensor and agree that the Licensor shall have no liability to you and you shall not be entitled to any refund of any fees paid by you to the Licensor should you do so. Each of you and the Licensor shall comply with all applicable laws and regulations in relation to the processing of Location Data in connection with the provision of Location Services. The Location Data shall be kept by the Licensor for a period of 30 days or upon the request of the organisation, whichever is sooner. The Licensor shall not use Location Data for any purpose, other than for the purpose of providing the Location Services.

   
   

4. Termination. This EULA is effective until terminated by you or the Licensor. Your rights under this EULA will terminate automatically if you fail to comply with any of its terms.

   
   

5. External Services. The Licensed Application may enable access to the Licensor's and/or third-party services and websites (collectively and individually, "External Services"). You agree to use the External Services at your sole risk. The Licensor is not responsible for examining or evaluating the content or accuracy of any third-party External Services and shall not be liable for any such third-party External Services. Data displayed by the Licensed Application or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by the Licensor or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this EULA or that infringes the intellectual property rights of the Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that the Licensor is not responsible for any such use. External Services may not be available in all languages or in your home country and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. The Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.

   
   

6. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

   
   

7. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall the Licensor's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails in its essential purpose.

   
   

8. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

   
   

9. The Licensed Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

   
   

10. Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and the Licensor shall be governed by the laws of the State of California, excluding its conflicts of law provisions. You and the Licensor agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California, to resolve any dispute or claim arising from this EULA. If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the Application from the U.S.; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute or claim arising from this EULA shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs:

If you are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.