DEWALT MOBILELOCK Terms and Conditions

Terms & Conditions – DeWalt Mobilelock

1.0     Service shall mean the hardware, software, and related services which together comprise the Dewalt Mobilelock security alarm and GPS Track system and associated data, and provide the means to track vehicles and assets installed with the necessary equipment via cellular networks, land based IP networks, or any other communication network.

2.0     Agreement Term.  This Agreement with Pinpoint GPS Solutions Inc. (PP)  will be in effect for the full subscription term set forth on the Quote and any renewals thereof (the “Term”) commencing upon (PP’s) shipment of the equipment (the “Effective Date”). Cancellation by the CLIENT of the Service, in whole or in part, before the end of the Term is non-cancellable.   If CLIENT wishes to end the contract the cancellation fee will be equivalent to all applicable fees, charges, taxes, surcharges, or other charges through the termination date of the contract Term.   After the expiration of the Term, the Agreement will automatically renew on a monthly basis and either CLIENT or PP may cancel the Service at any time by providing the other party with sixty (60) days prior written notice.  Monthly charges for the Service are billed in advance and are not refundable if Service is discontinued in the middle of a billing cycle.  Any time after the initial Term, PP may change the price for the subscription Service by giving CLIENT notice thirty (30) days before the effective date of the price change.  Upon termination of the Service for any reason, CLIENT agrees to discontinue use of the Service and either return or certify as destroyed all copies of software, and related materials and documentation obtained through the Service.

3.0     PAYMENT

3.1.     Payment that is due with order must be paid by Pre-Authorized Payment before any work shall proceed.

3.2.     Payment balance shall be processed by Pre-Authorized Payment per details outlined within the contract.

3.3.     Subscription Fee payments will be processed by Pre-Authorized debit on the 1st day of the month.

3.4.     The Service shall continue so long as each payment is paid on or before its due date.  If a payment is not paid on the due date, PP may terminate or suspend the License Agreement following application of any deposit payments (at Pinpoint’s discretion).  To reactivate, CLIENT must make all past due payments, plus a reactivation fee of $35 per device being reactivated.

3.5.     Additional fees may be charged during the Term for any enhanced services introduced.

3.6.     Overdue accounts are subject to interest charges of 2% per month on unpaid balances.

3.7.     Any and all payments received by PP for correctly-billed services are final and non-refundable.

3.8.     A $50 Service Charge will be charged on all charges rejected by the client’s financial institution.

3.9.     In the event that CLIENT fails to keep its account current, PP shall notify CLIENT in writing that the account is not current. Should the overdue situation not be rectified within ten (10) days of receiving notice from PP, PP reserves the right to repossess the hardware.

3.10.   Title to the hardware shall pass to CLIENT at the earlier of a) full payment of the hardware or b) end of the term of the Agreement, provided all payments called for under this Agreement have been made by CLIENT. The hardware may not be sold, transferred, assigned or subleased during the term of this contract.

4.0   Software License Agreement; CLIENT agrees to pay PP subscription fees set out in the above Fee Schedule, and PP hereby agrees to provide CLIENT with the DeWalt Mobilelock computer program (the “Program”), DeWalt Mobilelock Hardware and any other PinPoint or DeWalt Mobilelock branded devices required and/or customer purchases (together called the “Product”) and grants CLIENT a non-exclusive, terminable, limited license to solely use Product in accordance with the terms of this License Agreement. The Program and accompanying written materials are subject to copyright. The copyright, trademarks and all other rights in the Product shall remain with us. Copyright or other notices marked on the product, must be reproduced by CLIENT on all copies CLIENT makes.

All software items delivered to CLIENT under this Agreement are licensed and not sold.  CLIENT agrees that any license to use third party software in connection with the PP System shall be subject to the terms of such software’s licensing terms, as stated in any applicable User License Agreement (ULA) provided with such software.  For avoidance of doubt, any applicable software license shall be revocable, nonexclusive, non-transferable, limited for use by CLIENT only, limited to the term of CLIENT’s subscription to the Service. In addition to the relevant ULA provided with the software, CLIENT’s use of software in connection with the Service shall be subject to these Terms and Conditions.  In the event of any conflict between the ULA and the Terms and Conditions, these Terms and Conditions shall prevail.  CLIENT specifically agrees that CLIENT shall not attempt to use the software in any manner other than in connection with the Service, and CLIENT shall not attempt to discover or reverse engineer any software functionality provided for use in conjunction with the Service.  CLIENT shall not use the Service for illegal activity.

5.0   MINIMUM SYSTEM REQUIREMENTS: Is outlined with the ULA provided with the software upon registration.

6.0   INSTALLATION:

WHERE PP PROVIDES INSTALLATION

6.1.     Where applicable installation fees quoted above include a travel fee within 45km of Halifax, Moncton, Montreal, Ottawa, Toronto, Hamilton, Winnipeg, Regina, Saskatoon, Calgary, Edmonton and Vancouver.

6.2.     Is based upon the assumption of all units being installed at the CLIENT’s premises in accordance with the mutually-agreed installation schedule. CLIENT agrees to provide PP with 24 hours notice of changes in availability of vehicles for installation, once date(s) for installation have been agreed.  Failure to do so may result in CLIENT being charged a “no show fee” of up to $300.00 at Pinpoint’s discretion;

6.3.     Where applicable, installation prices quoted are for standard vehicle or machine mounted installations with no variations to the machinery or vehicle’s factory wiring, and are based on a time allocation of one hour per device. Some equipment installations may take longer. PP will charge CLIENT for incremental time based on PP’s standard hourly installation rate.

6.4.     If applicable sensor installations cover in-cab wiring only.  Additional fees apply to external sensor wiring based on actual installation time and materials required.

6.5.     For installations of quantities less than 4 units, a minimum travel fee shall be charged. Onsite installations beyond 45km of the cities noted in 6.1 may incur additional charges.

WHERE CLIENT PROVIDES INSTALLATION

6.6.     CLIENT understands and acknowledges that if CLIENT fails to properly install and activate the Product and all accessories thereto it may result in the failure of the Product or such accessory to function properly, locate the Mobilelock or give notice that an alarm has been triggered.

6.7.     CLIENT shall be solely responsible for any loss associated with the failure to install CLIENT’s Product correctly.

6.8.     CLIENT agrees it is solely responsible for completing all required activation steps as per the ULA and or instruction manual.

7.0   SUPPORT:

7.1.     Telephone assistance will be provided related to the use or location of features in the product;

7.2.     Set-up and configuration of the product or its various components (not including data entry) and any issues that can be corrected or addressed through the program itself and do not require any direct database access or programming.

7.3.     Telephone support set out in 7.1 and 7.2 above is FREE for subscribers during business hours (Monday – Friday 9:00 AM – 5:00 PM Eastern Standard Time).

7.4.     Support ENDS, and services (at an hourly rate) BEGIN for any other support not listed in 7.1 or 7.2 above, such as, by way of example only, situations set out in 7.5, 7.6 and 7.7 below.

7.5.     Issues resulting from CLIENT error or misuse that cannot be corrected through the program and require data manipulation directly in the database or other database programming shall be charged at an hourly rate;

7.6.     Any issues resulting from CLIENT changes to the physical environment (i.e. network and/or computer) that require reinstallation of  DeWalt Mobilelock program and/or Windows or other network or hardware troubleshooting and correction shall be charged at an hourly rate.

7.7.     The provision of technical support services in relation to the Program is in the sole discretion of PP. Any technical support provided by us does not in any way bind us to guarantee technical support at a future date.  The provision of technical support does not alter the Limitations of Warranties and Liability of PP.

7.8.     PP will only provide technical support for the Program, PP and DeWalt Mobilelock branded products and not in relation to any other supporting hardware or software.

8.0   WARRANTY:

8.1.     Warranty applies only to NEW hardware purchased and supplied by PP, and does not extend to refurbished or used units, and is applicable for the first twelve (12) months after delivery of the hardware.

8.2.     In the event of a device problem, CLIENT is to contact PP Technical Support, and standard troubleshooting techniques for the product shall be applied to resolve the problem while the device is still installed.

8.3.     In the event that these techniques are not successful, PP will issue a return material authorization (RMA) to CLIENT. CLIENT is to remove the defective hardware and ship it to PP. The packing slip must contain the RMA number. Service charges may apply to out of warranty devices as defined in 8.1.

8.4.     PP will troubleshoot the device, and depending upon the results of the test, will repair or replace it (at PinPoint’s sole discretion). There is no charge to CLIENT for provision of repaired hardware or replacement hardware (to be determined at PinPoint’s sole discretion) in cases of failed units during the first twelve (12) months of this Agreement, provided that the failure is not the result of misuse or abuse.

8.5.     CLIENT is liable for cost of removal of hardware (if applicable) and shipment of hardware back to PP, or a location of PP’s choosing.

8.6.     CLIENT is liable for cost of installation of replacement and/or repaired hardware (if applicable).

8.7.     In order to maintain a valid warranty; systems and hardware must be used for their intended purpose only.

9.0   WIRELESS SERVICE (where applicable):

9.1.     PP does not guarantee the uninterrupted working service of wireless connection and shall not be liable to the CLIENT or any other person or entity for any damages whatsoever and however caused, including direct, indirect incidental or consequential, exemplary or punitive damages or those resulting from defective equipment, hardware or software or resulting from the failure to provide wireless data connection.

9.2.     PP shall not be responsible for any equipment or signal failure, nor for any acts of God, fire, war, riots, government authorities, changes in technology, disruption or loss of service, or any applicable federal or provincial regulations related to the Service.

9.3.     Prices shown reflect use of the device and related line for transmission of GPS data only. Should client use the associated data line for any purpose other than the intended purpose, PP reserves the right to charge client for bandwidth consumed in excess of 1 Meg/month per device.

9.4.     Prices shown are based upon use in Canada only. In the event that CLIENT wishes to use devices in the United States of America, a roaming fee of $12.50 per device per month will be charged. CLIENT must pre-arrange roaming with PP.

10.0 LIMITATION OF WARRANTIES AND LIABILITY:

10.1.   Except for the express warranty set out in Section 8 above, the Product is provided on an “as is” basis, WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, including but not limited to warranties of merchantable quality, merchantability, fitness for a particular purpose, or non-infringement, or those arising by law, usage of trade or course of dealing.  We do not warrant, guarantee or make any representations regarding the use, or the results of use, of the Program and the accompanying documents in terms of correctness, accuracy, reliability, correctness, or otherwise.

10.2.      Data is retained in the system for 180 days only. CLIENT is encouraged to download any or all of its data in report form for long term archiving consistent with its own data retention policies. PP shall not be liable for any data lost.

10.3.      We do not warrant that the Program will meet CLIENT’s requirements that the operation of the Program will be uninterrupted or error free, or that Program errors will be corrected.  The entire risk as to the results and performance of the Product is assumed by CLIENT.  Neither we nor our dealers or suppliers shall have any liability to CLIENT or any other person or entity for any indirect, incidental, special or consequential damages whatsoever, including but not limited to loss of revenue or profit, lost or damaged data or other commercial or economic loss, even if we have been advised of the possibility of such damages or they are foreseeable, or for claims by any third party.  In any case, the maximum aggregate liability of PP and DeWalt Mobilelock to CLIENT, and that of our dealers and suppliers shall not exceed the amount paid by CLIENT for the Product.  The limitations in this section shall apply regardless of whether the alleged breach or default is a breach of a fundamental condition or term, or a fundamental breach.  Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages so the above limitations may not apply to CLIENT.  In the event that the above limitations do not apply to CLIENT, any implied warranties are limited in duration to ninety (90) days from the date CLIENT acquires the Product.

11.0 INDEMNITY

11.1       CLIENT agrees to indemnify and hold PP harmless from and against all claims, actions and losses (including reasonable legal fees) alleged to be caused by PP or its employees or subcontractors negligent performance to any degree, its failure to perform, or failure of the Services or system under this agreement.  This indemnity applies to claims by CLIENT’s employees, claims for subrogation, contribution and indemnification.  CLIENT hereby waives any right of subrogation CLIENT’s insurance carrier may otherwise have against PP arising out of this agreement.

12.0       GENERAL PROVISIONS:

12.1.   PP makes no warranties or representations except as expressly set out in this agreement.

12.2.   PP reserves the right to correct any errors, inaccuracies or omissions (including after an order has been submitted) as a result of typographical or other error relating to any section of the document. PP reserves the right to cancel or refuse to accept an order for any reason.

12.3.   This agreement shall be binding upon and inure to the benefit of the respective PARTIES hereto, their heirs or legal representatives, successors and permitted assignees. The CLIENT may NOT assign the whole or any part of this agreement without prior written consent of PP.

12.4.   This agreement shall be invalid until signed. The date of this agreement shall be deemed to be the date of execution.

12.5.   No amendment to any portion of this agreement except filling in of blank spaces and lines shall be binding upon the parties unless in writing signed by duly authorized officers of both PARTIES.

12.6.   If any provision of this agreement or the application of such provision shall be illegal or unenforceable under any law of any jurisdiction applicable to this agreement, the remainder of the agreement or the application of such provision to other persons or circumstances shall not be affected thereby.

12.7.   This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. The PARTIES have requested that this Agreement and all documents contemplated hereby be written in English.