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