Published: December 8, 2022; Effective: December 8, 2022
By placing your order and using our products and services, you
agree that your use of our products and services is subject to
this Master Subscription Agreement
(“Agreement”), which is entered into between
you or the organization on whose behalf you use our products and
services (“Customer”) and One Step GPS, LLC
(“One Step”).
If you do not agree to be bound by this Agreement, please do
not use our products or services, and please contact us for a
full refund of any amounts paid.
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DEFINITIONS
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“Customer Data” means the electronic data
or information submitted, uploaded, imported or otherwise
made available by Customer through the Services.
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“Devices” means the One Step GPS
trackers, cameras, and associated accessories and other
devices that are provided in connection with the Services.
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“Documentation” means the One Step GPS
installation guides and other instructions for installing
and using the Services and Devices, as updated from time
to time.
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“Order Form” means the Order Form
attached to this Agreement, if any, and any additional
Order Form(s) signed by both parties on or after the
Effective Date that reference this Agreement.
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“Services” mean the services for the
Software and Devices provided by One Step to Customer.
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“Software” means the proprietary GPS
fleet tracking and management solution(s) that will be
made available to Customer under this Agreement.
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“Subscription Term” means the term of the
subscription as specified in the applicable Order Form, if
any. Unless a longer Subscription Term is indicated in the
Order Form or otherwise agreed when the Customer places an
order, the Services will be made available on a month to
month basis until terminated.
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“User” means any individual who, pursuant
to the terms of this Agreement, is directly or indirectly
authorized by Customer to use the Services, and who has
been provided user identifications and passwords.
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SERVICES
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Provision of Devices and Services. One
Step will provide the Customer with Devices and access to
Services during the Subscription Term, if any, subject to
the quantity and other limitations set forth in the
applicable Order Form or, if there is no Order Form, the
quantity and other limitations set forth in the
confirmation email that Customer receives after placing
its order, and the terms and conditions of this Agreement.
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Security. One Step maintains commercially
reasonable administrative, physical, and technical
safeguards to protect the security, confidentiality and
integrity of Customer Data. To the extent permitted by
applicable law, One Step shall promptly notify Customer of
any actual unauthorized acquisition of Customer Data (a
“Security Incident”). If the Security
Incident was directly caused by One Step’s failure to meet
its established safeguards, One Step will promptly
undertake good faith diligent efforts to identify and
remediate the cause of the Security Incident.
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Security Assessments. One Step will
engage one or more third parties to conduct periodic
penetration testing and assessments of the security
measures established and maintained by One Step, as well
as social engineering testing and periodic employee
training. One Step will promptly begin remediation efforts
if an assessment reveals a security vulnerability that
could result in a Security Incident.
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Personal Information. One Step will not
retain, use, or disclose personal information obtained
while providing Services except as necessary: (a) to
enable Customer’s and its Users’ access to and use of the
Services; (b) to retain and employ subcontractors,
provided each subcontractor is subject to restrictions
substantially equivalent to this Section 2.4; (c) as
permitted by Section 5.3 (Aggregated Data) and 6.4
(Permitted Disclosures); and (d) to detect Security
Incidents or protect against fraudulent or illegal
activity. One Step will process personal information only
in accordance with its Privacy Policy, available at:
https://www.onestepgps.com/privacy-policy. One Step will promptly remove any personal information
from its systems at Customer’s request.
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CUSTOMER’S USE OF SERVICES
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Subscriptions. Unless otherwise provided
in an Order Form, Customer will purchase the Services as
subscriptions. Customer may add or decrease subscriptions
at any time. In the case of decreased subscriptions,
Customer must return the unused Devices in working
condition, or purchase the unused Devices at One Step’s
then-current prices. Customer will continue to be charged
for the Services until the applicable Device is returned.
Customer’s invoice will be adjusted when One Step receives
the unused Devices or payment of the purchase price, as
applicable.
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User Credentials.
Customer shall keep a secure password for use of the
Services and each User shall keep the password
confidential.
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Customer’s Obligations. Customer shall
use the Devices and Services solely for its internal
business purposes, which may include providing downstream
services to Customer’s clients or embedding the Services
into Customer’s own products or services. Customer is
solely responsible for Users’ use of the Devices and
Services, including use of Customer Data, and compliance
with this Agreement and any usage policies published by
One Step. Customer shall: (a) comply with the Services
terms, conditions and instructions set forth in the
then-current Documentation; (b) use the Devices or
Services in a manner consistent with any applicable Order
Form or confirmation email (including the number of
subscriptions and other applicable metrics); (c) obtain
any and all rights and consents from third parties
necessary for One Step to provide the Services; (d) use
commercially reasonable efforts to prevent unauthorized
access and use of the Services and promptly notify One
Step of any unauthorized access or use; (e) comply with
all applicable local, state, federal and foreign laws,
including without limitation the California Consumer
Privacy Act and the California Privacy Rights Act, in
using the Devices, Services, and Customer Data; and (f)
use our Devices and Services only in accordance with One
Step's Privacy Policy. If Customer is not the User,
Customer shall secure written agreement from the User that
its use of the Devices and Services will comply with this
Section 3.3.
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Restrictions. To the extent permitted by
law, Customer shall not, and shall not cause or permit
others to: (a) reproduce, modify, copy, duplicate, reverse
engineer, decompile, disassemble, or otherwise attempt to
derive source code or other trade secrets from the
Services; (b) create any derivative work based on the
Services; (c) license, sublicense, sell, resell, rent,
lease, transfer, assign, distribute, time share, offer in
a service bureau, commercially exploit or otherwise make
the Services or any component thereof or any of One Step’s
trademarks, logos, or other proprietary information or
intellectual property available to any third-party other
than Users as permitted under this Agreement; (d) use the
Services to send unsolicited commercial messages; (e) copy
any features, functions, integrations, interfaces or
graphics of the Services; (f) send or store viruses,
worms, time bombs, Trojan horses, and other harmful or
malicious code, files, scripts, agents or programs
(collectively, “Malicious Code”); (g)
send or store infringing, obscene, threatening,
defamatory, obscene, racially or ethically offensive,
libelous, or otherwise unlawful or tortious material,
including material that is harmful to children or violates
third party privacy rights; (h) interfere with or attempt
to interfere with or disrupt the integrity, performance,
or proper functioning of the Services or the data
contained therein; (i) perform benchmark testing on the
Services; (j) perform vulnerability assessments, probes or
tests or otherwise attempt to gain unauthorized access to
the Services or its related systems or networks; (k)
attempt to circumvent, disable, or otherwise interfere
with any authentication or security requirements; (l)
provide false or inaccurate information when registering
an account; (m) use the Services in any manner to compete
with One Step or to develop a competing product or
service; (n) use the Services for any unlawful purpose or
in violation of applicable law; (o) use the Services in
violation of any of One Step’s published policies or the
Documentation or (p) use the Services as a substitute for
personal supervision of others under the Customer’s care.
If Customer violates this Section 3.4, One Step has the
right to investigate, and may consult and cooperate with
law enforcement authorities to investigate and prosecute
violations of law.
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Customer Data. Customer grants One Step
the right to process, store, access, use, transmit,
display, disclose or modify Customer Data, as reasonably
necessary for One Step to provide the Services (including
to prevent or address service or technical problems) in
accordance with this Agreement. Customer is solely
responsible for (a) the accuracy, quality, integrity,
legality, reliability and appropriateness of Customer
Data; and (b) providing all necessary notices and
obtaining all necessary consent required for the
collection, use, storage, processing and disclosure of
Customer Data. Customer acknowledges that One Step does
not exercise any control whatsoever over the content of
the Customer Data, and One Step will have no obligation to
review Customer Data for accuracy, quality, integrity,
legality, reliability, appropriateness or for any other
reason.
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FEES & PAYMENT
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Fees. Customer shall pay all fees
specified in the applicable Order Form or confirmation
email. Except as otherwise provided in the applicable
Order Form, all fees are quoted and payable in United
States dollars and are based on the Services purchased and
not the Services actually used.
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Invoicing and Payment; Disputes. Fees for
the Services will be invoiced monthly, in advance, unless
otherwise provided in an Order Form or otherwise agreed
when the Customer places its order and are non-cancellable
and non-refundable. Fees are payable within 30 days of the
invoice date. If Customer disputes any part of an invoice,
Customer must: (a) notify One Step in writing of the
dispute within 30 days of the invoice date; (b) as part of
the written notice, describe the nature of the dispute in
reasonable detail to allow One Step to analyze the
dispute; and (c) pay the undisputed amount when due.
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Suspension for Non-Payment. If Customer's
account is past due (except with respect to fees that are
subject to a good faith dispute), One Step reserves the
right to suspend access to the Services until all amounts
are paid in full.
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Taxes. Fees do not include taxes. Taxes
are the sole responsibility of Customer whether due upon
payment or subsequently imposed by any jurisdiction.
Customer is not responsible for any taxes based upon the
net income of One Step or its employees.
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PROPRIETARY RIGHTS
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Reservation of Rights. The Services and
all programs, inventions, concepts, documentation,
specifications or other written or graphical materials and
media created or developed by One Step in relation to the
Services, including all copyrights, patents, trade
secrets, trademarks, know-how, moral rights or other
intellectual property rights (all whether registered or
unregistered) or any other rights or licenses associated
with the performance of the Services, belong exclusively
to One Step.
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Ownership of Customer Data. Customer
retains sole ownership of, and title to, the Customer
Data, and all copyrights, trade secrets, patents,
trademarks, derivative works and any other intellectual
and industrial property and proprietary rights related to
the Customer Data. One Step does not acquire any license
or other rights, directly or indirectly, by implication,
estoppel or otherwise, other than those expressly
specified in this Agreement. Customer provides Customer
Data to One Step only to allow One Step to provide the
Services.
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Aggregated Data. If One Step compiles or
otherwise has access to aggregated or non-identifying
information through the performance of the Services, such
as statistics about vehicle movement, miles traveled,
traffic patterns and information about the use of its
Services (collectively, “Aggregated Data”), One Step may use Aggregated Data for uses such as
service evaluations, use and equipment projections,
product development, promotions, and marketing. One Step
may share Aggregated Data in aggregate or summary form
with third parties, as long as doing so does not disclose
Customer’s Confidential Information or Customer Data, or
disclose or otherwise identify Customer or any User.
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Feedback. One Step receives a
royalty-free, worldwide, transferable, sublicensable,
irrevocable, perpetual, license to use or incorporate into
the Services any suggestions, enhancements, requests,
recommendations or other feedback provided by Customer or
its Users relating to the operation of the Service
(collectively, “Feedback”). Customer has
no obligation to provide Feedback, and One Step has no
obligation to implement Feedback.
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CONFIDENTIALITY
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Confidential Information. As used in this
Agreement, “Confidential Information”
means all confidential or proprietary information
belonging to either party hereto and disclosed, made
available to or learned by the other party during the term
of this Agreement, including, without limitation,
technical, business, financial, marketing or other
information of every kind or nature (including, without
limitation, trade secrets, know-how and information
relating to the technology, Software, proprietary
algorithms, designs, specifications and prototypes,
customers, business plans, promotional and marketing
activities, finances and other business affairs of the
party), third party confidential information, the terms
and conditions of this Agreement (including pricing), and
Customer Data.
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Exclusions. Confidential Information does
not include any information that (a) is or becomes
generally available to the public through no improper
action or inaction by the receiving party or any
affiliate, agent, consultant or employee of the receiving
party; (b) was properly in the receiving party’s
possession or properly known by it, without restriction,
prior to receipt from the disclosing party; (c) was
rightfully disclosed to the receiving party by a third
party without restriction; or (d) is independently
developed by the receiving party without use of or
reference to the disclosing party’s Confidential
Information.
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Confidentiality Obligations. Subject to
the terms of this Agreement, each party shall (a) hold in
strict confidence all Confidential Information of the
other party, (b) use the Confidential Information solely
to perform its obligations or exercise its rights under
this Agreement, and (c) not transfer, display, convey or
otherwise disclose or make available all or any part of
the Confidential Information to any person or entity other
than to its directors, officers, employees, consultants,
subcontractors, auditors, and legal and financial advisors
who need to know the Confidential Information and who are
under confidentiality obligations at least as restrictive
as the terms of this Agreement. Each party is responsible
for any breaches of this Agreement by its representatives.
Except as otherwise expressly provided in this Agreement,
neither party shall use or disclose the Confidential
Information of the other party without the prior written
consent of the disclosing party. Each party shall use the
same degree of care to protect the disclosing party’s
Confidential Information as it uses to protect its own
Confidential Information, but in no circumstances less
than reasonable care.
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Permitted Disclosures. The receiving
party may disclose the Confidential Information of the
other party in response to a valid court order, subpoena,
civil investigative demand, law, rule, regulation
(including, without limitation, any securities exchange
regulation), or other governmental action, provided that
(a) to the extent permitted by applicable law or
regulation, the disclosing party is notified in writing
prior to disclosure of the information, (b) the receiving
party uses reasonable efforts to obtain a protective order
or, in the absence of a protective order, to limit the
disclosure of the Confidential Information and to obtain
confidential treatment thereof, and (c) the receiving
party has allowed the disclosing party to participate in
the proceeding that requires the disclosure.
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Remedies upon Breach. Each party agrees
that the other party may have no adequate remedy at law if
there is a breach or threatened breach of this Article 6
and, accordingly, that either party is entitled (in
addition to any legal or equitable remedies available to
the party) to seek injunctive relief without the necessity
of proof of actual damages to prevent or remedy the
breach.
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Ownership. As between the parties,
Confidential Information is, and will remain, the property
of the disclosing party. The receiving party obtains no
right, title, interest, or license in or to any of the
Confidential Information of the disclosing party except
for the rights expressly set forth in this Agreement.
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LIMITED WARRANTIES, DISCLAIMERS AND EXCLUSIONS
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Limited Warranties. One Step warrants
that: (a) Devices will be free from defects in materials
and workmanship (b) Services will be of professional
quality consistent with applicable industry standards and
with due care and skill, and will substantially conform to
the then-current Documentation; (c) the functionality of
the Services will not be materially decreased during the
Subscription Term; and (d) prior to making the Services
available to Customer, One Step will use current,
commercially available technology to scan the Services to
verify that they do not contain any Malicious Code.
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DISCLAIMER. EXCEPT AS SET FORTH IN THIS
ARTICLE 7 AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, ONE STEP DOES NOT MAKE ANY, AND EXPRESSLY
DISCLAIMS ALL OTHER, WARRANTIES, CONDITIONS, AND
REPRESENTATIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR
IMPLIED, OR ARISING BY USAGE OF TRADE OR COURSE OF
DEALING, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
MEETING THE CUSTOMER REQUIREMENTS, SATISFACTORY QUALITY,
TITLE OR NON-INFRINGEMENT. ONE STEP DOES NOT WARRANT THAT
THE SERVICES WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE
OR THAT ANY IMPROVEMENTS WILL BE MADE. ONE STEP DOES NOT
WARRANT THAT THE SERVICES WILL NOT CAUSE ANY LOSS OR
DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER
COMMUNICATION NETWORKS AND FACILITIES. ONE STEP IS NOT
RESPONSIBLE FOR PROBLEMS, CONDITIONS, DELAYS, FAILURES AND
OTHER LOSS OR DAMAGE ARISING FROM OR RELATING TO THE
CUSTOMER’S NETWORK CONNECTIONS, SATELLITES, OR
TELECOMMUNICATIONS LINKS OR CAUSED BY THE INTERNET.
SERVICES THAT RELY ON LOCATION INFORMATION, SUCH AS GPS,
DEPEND ON THE DEVICE’S ABILITY TO ACQUIRE SATELLITE
SIGNALS AND NETWORK COVERAGE. ONE STEP IS NOT RESPONSIBLE
FOR INTERRUPTED OR INACCURATE SERVICES CAUSED BY FACTORS
BEYOND ITS CONTROL, SUCH AS (BUT NOT LIMITED TO) WEATHER,
TOPOGRAPHICAL CHANGES, CHANGES TO AND SUPPORT OF CELLULAR
TECHNOLOGIES, FUNCTIONING OF SATELLITES AND CELL TOWERS,
AND CLOUDS. ONE STEP DOES NOT GUARANTEE ANY LEVEL OF
UPTIME FOR THE SERVICES.
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Exclusive Remedies. If the Devices do not
conform to the limited warranty in Section 7.1(a), and
provided that (a) the Device has not been opened, tampered
with, or used for a purpose for which the Device was not
intended, (b) the defect was not caused by Customer’s
misuse, improper operation, or improper installation of
the Device, and (c) the Device software has not been
modified by anyone other than One Step or the Device
manufacturer, One Step will promptly replace the
nonconforming Devices with comparable new or fully
functioning used Devices provided Customer returns the
nonconforming Devices; if replacement Devices are provided
before One Step has received the nonconforming Devices,
Customer will continue to be charged for the applicable
Services until the nonconforming Devices are returned. If
the Services do not substantially conform to the limited
warranties in Sections 7.1(b)-(d), One Step will promptly
undertake diligent good faith efforts to remedy the
non-conformity. The foregoing are the Customer’s sole
remedies and One Step’s only obligations in the event of
any breach of warranty.
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LIMITATIONS OF LIABILITY. EXCEPT FOR
AMOUNTS PAYABLE BY CUSTOMER UNDER THIS AGREEMENT, THE
CUMULATIVE, AGGREGATE LIABILITY OF EITHER PARTY FOR ALL
CLAIMS RELATED TO THE SERVICES AND THIS AGREEMENT IN
CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF
STATUTORY DUTY), MISREPRESENTATION AND RESTITUTION WILL
NOT IN ANY EVENT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID
OR PAYABLE TO ONE STEP FOR THE SERVICES IN THE 12-MONTH
PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE
CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT
ENLARGE OR EXTEND THESE LIMITS. THE LIMITATIONS OF
LIABILITY SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL
ELEMENTS OF THIS AGREEMENT, NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY REMEDY. THE PARTIES ACKNOWLEDGE
AND AGREE THAT THEY WOULD BE UNABLE TO PROVIDE THE
SERVICES OR PERFORM HEREUNDER ON A COMMERCIALLY REASONABLE
BASIS WITHOUT THESE LIMITATIONS.
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EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE
DAMAGES ARISING OUT OF THE USE OF THE SERVICES OR THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST
PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF DATA, COSTS OF
RECREATING DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT,
PROGRAM, OR DATA, OR CLAIMS BY ANY THIRD PARTY.
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EXCEPTIONS. SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL DAMAGES OR
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY WILL LAST, SO
THE ABOVE LIMITATIONS AND/OR EXCLUSIONS MAY NOT APPLY TO
YOU. IN JURISDICTIONS THAT PROHIBIT EXCLUSION OF LIABILITY
FOR CERTAIN CLAIMS OR LIMITATION OF IMPLIED WARRANTIES,
THE LIMITATIONS AND EXCLUSIONS IN THIS ARTICLE 7 MAY BE
LIMITED IN THEIR APPLICATION AND, DEPENDING ON LOCAL LAW,
CUSTOMER MAY HAVE OTHER LEGAL RIGHTS.
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LIMITATION OF ACTIONS. TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW ANY ACTION PERMITTED
UNDER THIS AGREEMENT AND NOT BROUGHT WITHIN 24 MONTHS
AFTER THE OCCURRENCE OF THE ACT OR EVENT GIVING RISE TO
THE LIABILITY IS BARRED.
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INDEMNIFICATION
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Indemnity by One Step. One Step will
indemnify, defend and hold Customer harmless against any
third-party claims that the Services, when used within the
scope of this Agreement, infringe any United States
patent, trademark, or copyright, or misappropriate a trade
secret. If One Step reasonably believes the Services might
infringe or misappropriate one of the foregoing
intellectual property rights of a third party, then One
Step may, at its sole option and expense: (a) procure the
right for Customer to continue using the Services; (b)
modify the Services to make them non-infringing without
materially reducing their functionality; (c) replace the
Services with a non-infringing, functionally equivalent
alternative; or (e) if One Step believes that these
remedies are not commercially reasonable, then One Step
may suspend or terminate Customer’s use of the impacted
Services. One Step has no liability for infringement
claims to the extent the alleged infringement is based on
or arises from (i) the modification of the Services by
anyone other than One Step; (ii) use of the Services in
combination with any third-party software, hardware, or
service, to the extent the claim could not be asserted but
for the combination; (iii) Customer’s breach of this
Agreement; (iv) One Step’s compliance with Customer’s
specifications or directions, including, but not limited
to, the incorporation of any software or other materials
or processes provided by or requested by Customer; or (v)
the use of other than the then most current Services. THE
FOREGOING STATES ONE STEP'S ENTIRE LIABILITY AND
CUSTOMER'S EXCLUSIVE REMEDY FOR ANY INFRINGEMENT CLAIM.
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Indemnity by Customer. Customer shall
indemnify, defend and hold harmless One Step against any
third-party claims that are based on: (a) Customer’s use
of Devices or Services in violation of the restrictions in
this Agreement; or (b) any Customer Data, information,
software or other materials provided or otherwise made
available to One Step by Customer.
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Procedure. The obligations of each
indemnifying party are conditioned upon receiving from the
party seeking indemnification: (a) prompt written notice
of the claim (but in any event notice in sufficient time
for the indemnifying party to respond without prejudice);
(b) the exclusive right to control and direct the
investigation, defense and settlement (if applicable) of
the claim; and (c) all reasonable cooperation of the
indemnified party. The indemnified party may participate
in the defense of the claim using its own counsel at its
own expense. The indemnifying party may not settle any
claim without the indemnified party’s prior written
consent unless the settlement unconditionally releases the
indemnified party from all liability and does not require
the indemnified party to take or refrain from taking any
action (except with respect to use or non-use of the
Services).
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TERM & TERMINATION
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Term. This Agreement will begin on the
date Customer places its order and continue until (a) all
Order Forms under this Agreement have expired or been
terminated; or (b) for Services provided without an Order
Form, until this Agreement is terminated pursuant to
Section 9.3.
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Suspension of Services. One Step may
suspend Customer’s access to the Services without notice
if Customer fails to make any payment when due.
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Termination. Either party may terminate
this Agreement or an Order Form if the other party: (a)
materially breaches this Agreement and does not cure the
breach within 10 days after receipt of written notice
identifying the breach; (b) for convenience, by providing
written notice to the other party; or (c) becomes
insolvent, is generally unable to pay its debts as they
become due, files or has filed against it a petition for
voluntary or involuntary bankruptcy or pursuant to any
other insolvency law, makes or seeks to make a general
assignment for the benefit of creditors, or applies for or
consents to appointment of a trustee, receiver or
custodian for a substantial part of its property or
business.
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Effect of Termination. Upon termination
of this Agreement: (a) Customer shall immediately return
all Devices to One Step in working condition, or purchase
the Devices at One Step’s then-current prices; (b)
Customer will no longer have access to or use of the
Services; (c) all subscriptions, licenses and rights
granted under this Agreement will immediately terminate;
(d) Customer will promptly pay One Step all amounts due;
and (e) One Step will promptly refund to Customer any
amounts that were prepaid for Services not yet provided,
pro rated on a monthly basis.
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Retention and Deletion of Customer Data.
One Step will store Customer Data within the Services for
up to 3 years, except as provided in the next sentence.
Upon termination or expiration of this Agreement, or upon
suspension of Services as permitted by Section 9.2, One
Step may delete Customer Data from its systems or
otherwise in its possession or under its control, and will
have no obligation to maintain or provide the Customer
Data to Customer.
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Survival. Sections concerning the
parties’ rights and obligations that by the content of the
section operate after termination or that are necessary to
enforce any right will survive termination of this
Agreement.
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DISPUTE RESOLUTION.
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How to Contact Us. Most customer concerns
can be resolved by calling our customer service department
at 818-659-2031 Monday through Friday from 8 Am to 5 PM
Pacific time. You are encouraged to contact us before
initiating legal action if you have a dispute or a concern
about us, our products, or our services.
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ARBITRATION. SUBJECT TO SECTION 11.2, ANY
DISPUTE, CONTROVERSY, CLAIM, QUESTION OR DISAGREEMENT
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE BREACH
OF IT (A “CLAIM”) WILL BE FINALLY RESOLVED BY BINDING
ARBITRATION IN LOS ANGELES COUNTY, CALIFORNIA, BEFORE A
SINGLE ARBITRATOR UNDER THE COMMERCIAL ARBITRATION RULES
OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT AT THE
TIME THE CLAIM IS SUBMITTED TO ARBITRATION. THE PARTIES
AGREE THAT THE ARBITRATION WILL BE LIMITED SOLELY TO THE
DISPUTE OR CONTROVERSY BETWEEN THE CUSTOMER AND ONE STEP,
AND THAT NEITHER PARTY IS ENTITLED TO JOIN OR CONSOLIDATE
CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR LITIGATE OR
ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION.
THE ARBITRATOR MUST BE A PERSON HAVING EXPERIENCE WITH AND
KNOWLEDGE OF THE COMPUTER SOFTWARE BUSINESS AND WILL NOT
HAVE ANY AUTHORITY TO MAKE ANY RULING, FINDING OR AWARD
THAT DOES NOT CONFORM TO THIS AGREEMENT. THE ARBITRATION
WILL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (9 U.S.C.
§§ ET SEQ.), AND JUDGMENT UPON THE AWARD RENDERED BY THE
ARBITRATOR MAY BE ENTERED AS A JUDGMENT AND ENFORCEABLE BY
ANY COURT OF COMPETENT JURISDICTION.
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JURY TRIAL WAIVER. BY AGREEING TO
ARBITRATION, EACH PARTY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY SUIT, ACTION, CONTROVERSY OR PROCEEDING OF ANY KIND
ON ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY TRANSACTIONS IT CONTEMPLATES, UNLESS THIS WAIVER IS
PROHIBITED BY LAW OR AGAINST PUBLIC POLICY.
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CLASS ACTION WAIVER. THE PARTIES AGREE
THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE LIMITED
SOLELY TO THE DISPUTE OR CONTROVERSY BETWEEN THE CUSTOMER
AND ONE STEP, AND THAT NEITHER PARTY IS ENTITLED TO JOIN
OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR TO
LITIGATE OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE
OR CLASS ACTION.
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GENERAL PROVISIONS
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Governing Law; Jurisdiction and Venue.
This Agreement and the parties’ rights and obligations
with respect to their relationship under this Agreement
and all ancillary documents are governed by and must be
construed and enforced in accordance with the laws of the
State of California, without reference to its choice of
law rules. The parties agree that the United Nations
Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transaction Act
are expressly excluded from this Agreement.
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Equitable Relief. Notwithstanding
anything to the contrary contained in Article 10, either
party may immediately seek equitable relief (without the
need to post a bond), including, without limitation,
temporary injunctive relief, against the other party in
any court of competent jurisdiction with respect to any
and all equitable remedies sought in connection with this
Agreement.
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Cumulative Remedies. Subject to the terms
of Sections 7.3 to 7.5 (LIMITATIONS AND EXCLUSIONS) of
this Agreement, all remedies available to either party for
breach of this Agreement are cumulative and may be
exercised concurrently or separately, and the exercise of
any one remedy will not be deemed an election of the
remedy to the exclusion of any other remedies.
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Attorneys' Fees and Costs. The prevailing
party in any action or proceeding to enforce this
Agreement, including any efforts to collect amounts due
under this Agreement, is entitled to recover from the
other party its costs and attorneys’ fees in addition to
its damages.
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Notices. Any notice, demand or other
communication required or permitted to be given by
Customer under this Agreement will be effective upon
receipt. Notices to One Step will be delivered personally,
by calling 818-659-2031 between the hours of 8am and 5pm
Pacific Time, or by or emailing
legal@onestepgps.com
with evidence of receipt. Notices to Customer may be given
by emailing the address that Customer provided when
creating its account. Information regarding changes to the
Services or Documentation, planned downtime, or One Step’s
policies are not subject to the foregoing and One Step may
inform Customer of changes to those items via in-app
notifications or by posting the relevant changes on its
website.
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Entire Agreement. This Agreement,
including any Order Form(s), which are incorporated herein
by this reference, sets forth the entire understanding and
agreement between Customer and One Step and supersedes all
prior and contemporaneous agreements, proposals or
communications, whether oral or written, between the
parties relating to the subject matter of this Agreement.
Any published material including One Step's web site
content is for informational and marketing purposes only
and does not form part of our agreement. Nothing contained
in any purchase order, clickwrap agreement, or other
document or instrument issued by Customer will in any way
modify or add any additional terms or conditions to this
Agreement, and any the modified or additional terms or
conditions are expressly rejected and excluded from the
parties’ agreement hereunder. In the event of any conflict
or inconsistency between this Agreement and any Order
Form, the Order Form controls and governs over this
Agreement to the extent necessary to resolve the conflict
or inconsistency.
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Amendment. This Agreement may not be
amended, modified, or supplemented orally and may only be
amended, modified, or supplemented by a written instrument
signed by both parties.
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Waiver. No waiver of any right under this
Agreement will be deemed effective unless contained in a
writing signed by a duly authorized representative of the
party to be bound, and no waiver of any past or present
right arising from any breach or failure to perform will
be deemed a waiver of any future right arising under this
Agreement.
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Severability. If any provision in this
Agreement is invalid or unenforceable, that provision will
be construed, limited, modified or, if necessary, severed
to the extent necessary to eliminate its invalidity or
unenforceability, and the other provisions of this
Agreement will be unaffected.
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Assignment; Successors and Assigns.
Neither party may assign its rights or obligations under
this Agreement, whether by operation of law or otherwise,
without the other party’s prior written consent (not to be
unreasonably withheld), except that either party may
assign this Agreement in whole, but not in part, to an
affiliated entity or to a party acquiring all or
substantially all of its assets or equity. Notwithstanding
the foregoing, if a party is acquired by, sells
substantially all of its assets to, or undergoes a change
of control in favor of, a direct competitor of the other
party, then the other party may terminate this Agreement
upon written notice. This Agreement will bind and inure to
the benefit of the parties and their successors and
permitted assigns.
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Force Majeure. If by reason of labor
disputes, strikes, lockouts, riots, war, terrorism,
inability to obtain labor or materials, earthquake, fire
or other action of the elements, accidents, governmental
restrictions, appropriation or other causes beyond the
reasonable control of a party hereto, either party is
unable to perform in whole or in part its obligations as
set forth in this Agreement, excluding any obligations to
make payments hereunder and excluding any obligations
under Article 6 (CONFIDENTIALITY) hereof, then the party
will be relieved of those obligations to the extent its
performance is prevented. Neither party will be liable for
any losses, injury, delay or damages suffered or incurred
by the other party due to the above causes.
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Independent Contractors. The parties are
independent contractors. Neither party is the legal
representative, agent, joint venturer, partner, employee,
or employer of the other party under this Agreement for
any purpose whatsoever. Neither party has authority to
assume or create any obligation or to make any
representation or warranty on behalf of the other party.
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Publicity; Press Releases. One Step may
on one or more occasions reference Customer in
advertisements, brochures, customer lists, presentations,
financial reports or other marketing, promotional or
related materials. In addition, upon Customer’s approval,
which approval will not be unreasonably withheld, One Step
may issue a press release (or similar public announcement
or communication) publicizing the relationship between One
Step and Customer created by this Agreement.
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Export. The Services and Devices are
subject to U.S. export laws as well as the laws of the
country where they were delivered by One Step. Customer
agrees not to knowingly, directly or indirectly, export or
transmit any of the Services or Devices to any country to
which such transmission is restricted by applicable
regulations or statutes, without the prior written
consent, if required, of the Office of Export
Administration of the U.S. Department of Commerce,
Washington, D.C. 20230.
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Anti-Corruption. Customer agrees that it
has not received or been offered any illegal or improper
bribe, kickback, payment, gift, or thing of value from any
of One Step’s employees or agents in connection with this
Agreement. Reasonable gifts and entertainment provided in
the ordinary course of business do not violate the above
restriction. If Customer learns of any violation of the
above restriction, Customer will use reasonable efforts to
promptly give notice to One Step.
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Interpretation. In the event of a dispute
between the parties, this Agreement will not be construed
for or against either party, but will be interpreted in a
manner consistent with the intent of the parties as
evidenced by the terms of this Agreement. Unless otherwise
specified, “days” means calendar days.
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Full Authority. Each party represents and
warrants that it has the full right, authority, power, and
legal capacity to enter into and perform the party's
obligations under this Agreement, and that these terms are
binding on each party without the need to seek approval
from any other person or entity. If you are using our
products and services on behalf of a company, you
represent that these terms are binding on the company.