Track Star AVLS
SOFTWARE LICENSE AGREEMENT
Track Star International, Incorporated grants you a non-exclusive and non-transferable
license to use provided software product(s) and any accompanying data and documentation
according to the following terms and conditions. The covenants and obligations undertaken by
the End User herein are intended for the direct benefit of suppliers of Track Star
International, Inc. and may be enforced by such suppliers directly against the End User.
You May:
a) Install each licensed copy of the Track Star AVLS Server software product on only ONE (1)
computer or workstation.
b) Install each licensed copy of the Track Star AVLS Client software product onto various
computers.
c) Use the licensed Track Star AVLS Client software concurrently only to the maximum number
of concurrent licensed users licensed.
d) Use the Track Star AVLS products and / or map data products for your own internal
business or personal use.
You May NOT:
a) Install the Track Star AVLS Server application on more than ONE (1) computer.
b) Make unauthorized copies of the program or the data.
c) Remove or obscure any copyright notice, trademark notice or restrictive legend.
d) Rent, transfer or grant any right in the software or any accompanying documentation in
any form to any person under any circumstance.
e) Reproduce any portion of the software or any accompanying documentation in any form or by
any means or for any purpose.
f) Reverse Engineer, Decompile or Disassemble the software by any means or for any purpose
g) Participate in or enable any effort to perform such Reverse Engineering, Decompilation or
Disassembly of the software.
h) Provide originals or copies of the software or any accompanying documentation to any
third party for any reason or by any means.
i) Use the Track Star AVLS software product and / or map data products for resale,
sublicense or commercial use.
Enforcement:
This license is enforced by means of a requirement for periodic license update via computer
program. This license is not a sale. Title and copyrights to the software and any
accompanying documentation as well as any copies of any of these articles made by you are
the sole property of Track Star International, Inc. and remain so without expiration. Any
copying or use of the software or any accompanying documentation, attempted copying or use
of the software or accompanying documentation or failure to comply to the terms of this
Software License Agreement will result in automatic and immediate termination of this
license and will make available to Track Star International, Inc the full range of legal
remedies which are provided under US and International Copyright Laws and Agreements. Your
use of the product is also controlled by the terms of the Track Star End User License
Agreement
Track Star End User Data License Agreement
The Track Star AVLS software product contains Licensed Data and other intellectual property
provided by various licensors. Your rights to use this data and intellectual property are
limited by the terms of this End User Data License Agreement which is in addition to the
terms contained in the Track Star AVLS Software License Agreement(s).
Terms and Conditions
Personal Use Only. You agree to use this Data together with the Track Star AVLS Software
products for the solely individual, internal, personal, non-transferable (non-commercial)
purposes for which you were licensed, and not for service bureau, time-sharing, for re-sale
or other similar purposes. Accordingly, but subject to the restrictions set forth in the
following paragraphs, you may not transfer any of the Authorized Sublicense Materials except
for temporary CPU transfer in the event of computer malfunction. You agree not to otherwise
reproduce, copy (with the exception of reasonable End User backup copies), modify,
decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or
distribute it in any form, for any purpose, except to the extent permitted by mandatory
laws. You agree to provide, at such time as you might terminate the use of and payment for
licensure of these materials, notarized certification in writing to Track Star that all of
the materials supplied hereunder and any copies made thereof have been uninstalled, removed,
and destroyed.
Term. You have a right to use the data coincident with your right to use the Track Star AVLS
software applications. The term of these rights is based upon your payment to Track Star of
required remittances for licensure. Failure to provide payment of these remittances will
constitute immediate expiration of your right to use the Data. Upon this expiration, you
shall cease use of the Data and you shall either return the Data (and all copies thereof) to
Track Star International, Inc. or destroy the Data (and all copies thereof) and certify such
destruction in writing to Track Star International, Inc.
Restrictions. Except where you have been specifically licensed to do so by Track Star
International, Inc., and without limiting the preceding paragraph, you may not (a) use this
Data with any products, systems, or applications installed or otherwise connected to or in
communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time
route guidance, fleet management or similar applications; or (b) with or in communication
with any positioning devices of any mobile or wireless connected electronic or computer
devices, including without limitation cellular phones, palmtop and handheld computers,
pagers, and personal digital assistants or PDAs.
No Warranty. This Data is provided to you “as is”, and you agree to use it at your own risk.
Track Star International, Inc. and its licensors (and their licensors and suppliers) make no
guarantees, representations or warranties of any kind, express or implied, arising by law or
otherwise, including but not limited to, content, quality, accuracy, completeness,
effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to
be obtained from this Data, or that the Data or server will be uninterrupted or error-free.
Disclaimer of Warranty. TRACK STAR INTERNATIONAL, INC. AND ITS LICENSORS (INCLUDING THEIR
LICENSORS AND SUPPLIERS) EXPRESSLEY DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, PERFORMANCE, ACCURACY,
TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE LICENSED
PRODUCTS ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS BASIS”. NO ORAL OR WRITTEN ADVICE
OR INFORMATION PROVIDED BY TRACK STAR, TELOGIS OR TANA OR ANY OF ITS AGENTS, EMPLOYEES OR
THIRD-PARTY PROVIDERS SHALL CREATE A WARRANTY, AND Licensee IS NOT ENTITLED TO RELY ON ANY
SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THE
AGREEMENT. Some States, Territories and Countries do not allow certain warranty exclusions,
so to that extent the above exclusion may not apply to you.
Disclaimer of Liability. TRACK STAR INTERNATIONAL, INC. AND ITS LICENSORS (INCLUDING THEIR
LICENSORS AND SUPPLIERS) SHALL BE LIABLE TO THE UNDERSIGNED FOR ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT,
INCLUDING LOST PROFITS OR COSTS OF COVER, LOSS OF USE OR BUSINESS INTERRUPTION OR THE LIKE,
REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
U.S. GOVERNMENT RIGHTS. If End User is an agency, department, or other entity of the United
States Government, or funded in whole or in part by the United States Government, then use,
duplication, reproduction, release, modification, disclosure or transfer of this commercial
product and accompanying documentation, is restricted in accordance with the LIMITED or
RESTRICTED rights as described in DFARS 252.227-7014(a)(1) (JUN 1995) (DOD commercial
computer software definition), DFARS 227.7202-1 (DOD policy on commercial computer
software), FAR 52.227-19 (JUN 1987) (commercial computer software clause for civilian
agencies), DFARS 252.227-7015 (NOV 1995) (DOD technical data – commercial items clause); FAR
52.227-14 Alternates I, II, and III (JUN 1987) (civilian agency technical data and
noncommercial computer software clause); and/or FAR 12.211 and FAR 12.212 (commercial item
acquisitions), as applicable. In case of conflict between any of the FAR and DFARS
provisions listed herein and this license, the construction that provides greater
limitations on the Government’s rights shall control. Contractor/manufacturer are Track Star
International, Inc., 8801 J.M. Keynes Drive, Suite 260, Charlotte, NC 28262 Phone:
704-817-8823; The Track Star AVLS software is (c) 2006 - 2022 by Track Star. ALL RIGHTS
RESERVED. For purpose of any public disclosure provision under any federal, state or local
law, it is agreed that the Map Data and Licensed Software are trade secrets and proprietary
commercial products and not subject to disclosure.
If End User is an agency, department, or other entity of any State government, the United
States Government or any other public entity or funded in whole or in part by the United
States Government, then End User hereby agrees to protect the Map Data and Licensed Software
from public disclosure and to consider the Map Data and Licensed Software exempt from any
statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom
of Information Act, or equivalent, which permits public access and/or reproduction or use of
the Map Data. In the event that such exemption is challenged under any such laws, this
license shall be considered breached and any and all right to retain any copies or to use of
the Map Data and Licensed Software shall be terminated and considered immediately null and
void. Any copies of the Map Data and Licensed Software held by Licensee shall immediately be
destroyed. If any court of competent jurisdiction considers this clause void and
unenforceable, in whole or in part, for any reason, this license shall be considered
terminated and null and void, in its entirety, and any and all copies of the Map Data and
Licensed Software shall immediately be destroyed.
Disclaimer of Endorsement. Reference to any products, services, processes, hypertext links
to third parties or other Data by trade name, trademark, manufacturer, supplier or otherwise
does not necessarily constitute or imply its endorsement, sponsorship or recommendation by
Track Star International, Inc., or its licensors. Product and service information are the
sole responsibility of each individual vendor
Export Control. You agree not to export from anywhere any part of the Data provided to you
are any direct product thereof except in compliance with, and with all licenses and
approvals required under, applicable export laws, rules and regulations.
Indemnity. You agree to indemnify, defend and hold Track Star International, Inc. and its
licensors (including their respective licensors, suppliers, assignees, subsidiaries,
affiliated companies, and the respective officers, directors, employees, shareholders,
agents and representatives of each of them) free and harmless from and against any
liability, loss, injury (including injuries resulting in death), demand, action, cost,
expense, or claim of any kind or character, including but not limited to attorney’s fees,
arising out of or in connection with any use or possession by you of this Data.
Termination for Breach or Bankruptcy. Track Star International, Inc. and its licensors, may
terminate this Agreement if you breach any of its terms. Upon any such termination, you
shall immediately cease your use of the Data and return all copies thereof to Track Star
International, Inc., as instructed. Track Star International, Inc. and its licensors also
may terminate the Agreement in the event that you (i) fail to pay license fees due for the
Data, or (ii) if any of the following events occur affecting you: (a) voluntary bankruptcy
or application for bankruptcy; (b) involuntary bankruptcy or application for bankruptcy not
discharged within sixty (60) days; (c) appointment of receiver for all or a portion of your
assets; or (d) any assignment for the benefit of creditors.
Entire Agreement. These terms and conditions constitute the entire agreement between Track
Star International, Inc. (and its licensors, including their licensors and suppliers) and
you pertaining to the subject matter hereof, and supersedes in their entirety any and all
written or oral agreements previously existing between us with respect to such subject
matter.
Governing Law. The above terms and conditions shall be governed by the laws of North
Carolina, without giving effect to (i) its conflict of laws provisions, or (ii) the United
Nations Convention for Contracts for the International Sale of Goods, which is explicitly
excluded. You agree to submit to the jurisdiction of North Carolina for any and all
disputes, claims and actions arising from or in connection with the Data provided to you
hereunder
Notices.
Any notices relating to this Agreement should be sent by personal delivery or U.S. certified
mail (return receipt requested) to the address provided below and will be effective upon
receipt:
Track Star International, Inc.
ATTN: LEGAL DEPT.
8801 J.M. Keynes Drive, Suite 260
Charlotte, NC 28262 USA
Vehicle Management
User Management
Assign Vehicle-Groups
Assign Users
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