Terms and Conditions

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.

1. DEFINITIONS
   1. “Customer Data” means the electronic data or information submitted, uploaded, imported or otherwise made available by Customer through the Services.
   2. “Devices” means the One Step GPS trackers, cameras, and associated accessories and other devices that are provided in connection with the Services.
   3. “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.
   4. “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.
   5. “Services” mean the services for the Software and Devices provided by One Step to Customer.
   6. “Software” means the proprietary GPS fleet tracking and management solution(s) that will be made available to Customer under this Agreement.
   7. “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.
   8. “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.
2. SERVICES
   1. 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.
   2. 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.
   3. 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.
   4. 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.
3. CUSTOMER’S USE OF SERVICES
   1. 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.
   2. User Credentials. Customer shall keep a secure password for use of the Services and each User shall keep the password confidential.
   3. 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.
   4. 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.
   5. 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.
4. FEES & PAYMENT
   1. 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.
   2. 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.
   3. 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.
   4. 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.
5. PROPRIETARY RIGHTS
   1. 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.
   2. 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.
   3. 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.
   4. 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.
6. CONFIDENTIALITY
   1. 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.
   2. 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.
   3. 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.
   4. 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.
   5. 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.
   6. 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.
7. LIMITED WARRANTIES, DISCLAIMERS AND EXCLUSIONS
   1. 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.
   2. 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.
   3. 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.
   4. 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.
   5. 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.
   6. 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.
   7. 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.
8. INDEMNIFICATION
   1. 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.
   2. 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.
   3. 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).
9. TERM & TERMINATION
   1. 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.
   2. Suspension of Services. One Step may suspend Customer’s access to the Services without notice if Customer fails to make any payment when due.
   3. 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.
   4. 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.
   5. 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.
   6. 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.
10. DISPUTE RESOLUTION.
    1. 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.
    2. 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.
    3. 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.
    4. 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.
11. GENERAL PROVISIONS
    1. 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.
    2. 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.
    3. 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.
    4. 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.
    5. 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.
    6. 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.
    7. 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.
    8. 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.
    9. 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.
    10. 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.
    11. 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.
    12. 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.
    13. 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.
    14. 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.
    15. 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.
    16. 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.
    17. 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.