Terms and Conditions

Note: 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 Blue Tail LLC (). 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, for services not received. Thank you.

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 GPS trackers, cameras, and associated accessories and other devices that are provided in connection with the Services.
3. Documentation means the installation guides and other instructions for installing and using the Services and Devices.
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 means the services for the Software and Devices provided by 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 identification and passwords.
2. SERVICES
1. Provision of Devices and Services. 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 it's order, and the terms and conditions of this Agreement.
2. Installation. will provide professional installation of the Device in the Customers' vehicle, at the installation rate stated on the Order Form or on the Order Confirmation Email. In a case in which the Customer desires to transfer the Device to another vehicle, the transfer must be performed by , or in special cases, a technician approved by .
3. Device Transfer. Device transfers from one Customers' vehicle to another; (1) are at no cost to Customer if the Device has been installed in the original vehicle for nine months or more; (2) will be subject to a re-installation fee at the rate of the original installation when a transfer is requested less than nine months after the Device has been installed; (3) can only be performed by technician, or in special cases, a technician approved by .
4. Device Removal. will provide professional removal of the Device from the Customers' vehicle at the end of the Customers' subscription. The removal of Devices is professionally performed by at no charge to the Customer.
5. Security. 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, shall promptly notify Customer of any actual unauthorized acquisition of Customer Data (a 'Security Incident'). If the Security Incident was directly caused by failure to meet it's established safeguards, will promptly undertake good faith diligent efforts to identify and remediate the cause of the Security Incident.
6. Security Assessments. will engage one or more third parties to conduct periodic penetration testing and assessments of the security measures established and maintained by , as well as social engineering testing and periodic employee training. will promptly begin remediation efforts if an assessment reveals a security vulnerability that could result in a Security Incident.
7. Personal Information. will not retain, use or disclose personal information obtained while providing Services except as necessary: (1) to enable Customer's and it's Users' access to and use of the Services; (2) to retain and employ subcontractors, provided each subcontractor is subject to restrictions substantially equivalent to this Section 2.g; (3) as permitted by Section 5.c (Aggregated Data) and 6.d (Permitted Disclosures); and (4) to detect Security Incidents or protect against fraudulent or illegal activity. will process personal information only in accordance with it's Privacy Policy, available at: https://BlueTailGPS.com/privacyPolicy. will promptly remove any personal information from it's 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 's then-current prices. Customer will continue to be charged for the Services until the applicable Device is purchased or returned. Customer's invoice will be adjusted when receives the unused Devices or payment of the Device is received, as applicable. In cases that involve Device installation by , device removal is at no charge to the customer. Yet the customer is responsible for ensuring the vehicle is easily assessable at a reasonable working time (and date) for to remove the device, until this responsibility has been fulfilled the customer will continue to accrue monthly charges for the Device.
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 it's 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 . Customer shall: (1) comply with the Services terms, conditions and instruction ser forth in the then-current Documentation; (2) not attempt to fix, rewire, taper with, modify, removed, transfer to another vehicle, any Device installed by ; (3) use the Devices and Services in a manner consistent with any applicable Order Form or confirmation email (including the number of subscriptions and other applicable metrics); (4) obtain any and all rights and consents from third parties necessary for to provide the Services; (5) use commercially responsible efforts to prevent unauthorized access and use of the Services and promptly notify of any unauthorized access or use; (6) 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 (7) use our Devices and Services only in accordance with 's Privacy Policy. If Customer is not the User, Customer shall secure written agreement from the User that it's use of the Devices and Services will comply with this Section 3.c.
4. Restrictions. To the extent permitted by law, Customer shall not, and shall not cause or permit others to: (1) reproduce, modify, copy, duplicate, reverse engineer, de-compile, disassemble, or otherwise attempt to derive source code or other trade secrets from the Device or Services; (2) create any derivative work based on the Services; (3) uninstall and transfer a Device installed by to another vehicle (4) license, sub-license, 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 's trademarks, logos, or other proprietary information or intellectual property available to any third-party other than User as permitted under this Agreement; (5) use the services to send unsolicited commercial messages; (6) copy any features, function, integrations, interfaces, or graphics of the Services; (7) send or store viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs (collectively, Malicious Code); (8) 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; (9) interfere with or attempt to interfere with or disrupt the integrity, performance, or proper functioning of the Services or the data contained therein; (10) perform benchmark testing on the Services; (11) perform vulnerability assessments, probes or test or otherwise attempt to gain unauthorized access to the Services or it's related systems or networks; (12) attempt to circumvent, disable, or otherwise interfere with any authentication or security requirements; (13) provide false or inaccurate information when registering an account; (14) use the Services in any manner to compete with or to develop a competing product or service; (15) use the Services for any unlawful purpose or in violation of applicable law; (16) use the Services in violation of any of 's published policies or the Documentation or; (17) use the Services as a substitute for personal supervision or others under the Customer's care. If Customer violates this Section 3.d, 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 the right to process, store, access, use transmit, display, disclose, or modify Customer Data, as reasonably necessary for to provide the Services (including to prevent or address service or technical problems) in accordance with this Agreement, Customer is solely responsible for (1) the accuracy, quality, integrity, legality, reliability and appropriateness of Customer Data; and (2) providing all necessary notices and obtaining all necessary consent required for the collection, use, storage, processing and disclosure of Customer Data. Customer acknowledges that does not exercise any control whatsoever over the content of the Customer Data, and will have no obligation to review Customer Data for accuracy, quality, integrity, legality, reliability, appropriateness or for any other reason.
4. FEES AND 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. Rates. Customer shall pay the installation and service rates listed on the Order Form or on the Order Confirmation Email sent to the Customer. The rate stated on the Order form or on the Order Confirmation Email is subject to change at any time by giving the Customer ninety (90) days' notice in writing prior to the effective date of the rate change. Such changes will be applicable to all services provided hereunder on and after the date they become effective, unless subsequently again revised by as provided herein. If Customer desires to terminate service early as a result of the change in rate, it is the Customers' responsibility to follow the proper termination procedure, pursuant to Section 9.c (Termination) of this Agreement.
3. 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 it's order and are non-cancelable and non-refundable. Fees are payable within 30 days of the invoice date. If Customer disputes any part of an invoice, Customer must: (1) notify in writing of the dispute within 30 days of the invoice date; (2) as part of the written notice, describe the nature of the dispute in reasonable detail to allow to analyze the dispute; and (3) pay the disputed amount when due.
4. Suspension for Non-Payment. If Customer's account is past due (except with respect to fees that are subject to a good faith dispute), reserves the right to suspend access to the Services until all amounts are paid in full.
5. 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 or it's employees.
5. PROPERTY 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 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 .
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. 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 only to allow to provide the Services.
3. Aggregated Data. If complies 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 it's Services (collectively, Aggregated Data), may use Aggregate Date for uses such as service evaluations, use and equipment projections, product development, promotions, and marketing. may share Aggregated Data in aggregated 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. receives a royalty-free, worldwide, transferable, irrevocable, perpetual, license to use or incorporate into the Services any suggestions, enhancements, request, recommendations or other feedback provided by Customer or it's Users relating to the operation of the Service (collectively, Feedback). Customer has no obligation to provide Feedback, and 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, customer, business plans, promotional and marketing activities, finances and other business affairs of the party), third party confidential information, the terms and conditions fo this Agreement (including pricing), and Customer Data.
2. Exclusions. Confidential information does not include any information that (1) 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; (2) was properly in the receiving party's possession or properly known by it, without restriction, prior to receipt from the disclosing party; (3) was rightfully disclosed to the receiving party by a third party without restriction; or (4) is independently developed by the receiving party without the use of or reference to the disclosing party's Confidential information.
3. Confidentiality Obligations. Subject to the terms of this Agreement, each party shall (1) hold in strict confidence all Confidential Information of the other party, (2) use the Confidential Information solely to perform it's obligations or exercise it's right under this Agreement, and (2) 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 it's 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 it's 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 it's 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 the 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 (1) to the extent permitted by applicable law or regulation, the disclosing party is notified in writing prior to disclosure of the information, (2) the receiving party uses reasonable efforts to obtain a protective order or, in the absence of a protective order, to limit the disclosure of Confidential Information and to obtain confidential treatment thereof, and (3) 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 ser forth in this Agreement.
7. LIMITED WARRANTIES, DISCLAIMERS AND EXCLUSIONS
1. Limited Warranties. warrants that; (1) Devices will be free from defects in material and workmanship (2) Services and Device installation 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; (3) the functionality of the Services will not be materially decreased during the Subscription Term; and (4) prior to making the Services available to Customer, 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, 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. DOES NOT WARRANT THAT THE SERVICES WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE OR THAT ANY IMPROVEMENTS WILL BE MADE. DOES NOT WARRANT THAT THE SERVICES WILL NOT CAUSE ANY LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATION NETWORKS AND FACILITIES. 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. IS NOT RESPONSIBLE FOR INTERRUPTED OR INACCURATE SERVICES CAUSED BY FACTORS BEYOND IT'S CONTROL, SUCH AS (BUT NOT LIMITED TO) WEATHER, TOPOGRAPHICAL CHANGES, CHANGES TO AND SUPPORT OF CELLULAR TECHNOLOGIES, FUNCTIONING OF STELLITES AND CELL TOWERS, AND CLOUDS. DOES NOT GUARANTEE ANY LEVEL OF UP-TIME FOR THE SERVICES.
3. Exclusive Remedies. If the Devices do not conform to the limited warranty in section 7.a(1), and provided that (1) the Device has not been opened, tampered with, or used for a purpose for which the Devise was not intended, (2) the defect was not cause by Customer's misuse, improper operation, or improper installation of the Device, and (3) the Device software has not been modified by anyone other or the Device manufacturer, will promptly replace the non-conforming Devices with comparable new or fully functioning used Devices, Customer will continue to be charged for the applicable Services until the non-conforming Devices are returned. If the Services do not substantially conform to the limited warranties in Sections 7.a(2)-(4), will promptly undertake diligent good faith efforts to remedy the non-conformity. The foregoing are the Customer's sole remedies and '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 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 OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF DATA, COST OR 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 OF 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 OF 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 . 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 Unites States patent, trademark, or copyright, or misappropriate a trade secret. If reasonably believes the Services might infringe or misappropriate one of the foregoing intellectual property rights of a third party, then may, at it's sole option and expense: (1) procure the right for the Customer to continue using the Services; (2) modify the Services to make them non-infringing without materially reducing their functionality; (3) replace the Services with a non-infringing, functionally equivalent alternative; or (4) if believes that these remedies are not commercially reasonable, then may suspend or terminate Customer's use of the impacted Services. 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 ; (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) '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 's ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR ANY INFRINGEMENT CLAIM.
2. Indemnity by Customer. Customer shall indemnify, defend and hold harmless against any third-party claims that are based on: (1) Customer's use of Devices or Services in violation of the restrictions in this Agreement; or (2) any Customer Data, information, software or other materials provided or otherwise made available to by Customer.
3. Procedure. The obligations of each indemnifying party are conditioned upon receiving from the party seeking indemnification: (1) prompt written notice of the claim (but in any event notice in sufficient time for the indemnifying party to respond without prejudice); (2) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of the claim; and (3) all reasonable cooperation of the indemnified party. The indemnified party may participate in the defense of the claim using it's own counsel at it's 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 (expect with respect to use or non-use of the Services).
9. TERM AND TERMINATION
1. Term. This Agreement will begin on the date Customer places it's order and continue until (1) all Order Forms under this Agreement have expired or been terminated; or (2) for Services provided without an Order Form, until this Agreement is terminated pursuant to Section 9.c.
2. Suspension of Services. may suspend Customer's access to the Services without notice if Customer fails to make payment when due.
3. Termination. Either party may terminate this Agreement or an Order Form if the other party: (1) materially breaches this Agreement and does not cure the breach within 10 days after receipt of written notice identifying the breach; (2) for convenience, by providing written notice to the other party; or (3) becomes insolvent, is generally unable to pay it's 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 it's property or business.
4. Effect of Termination. Upon termination of this Agreement: (1) Customer shall immediately return all Devices to in working condition, or purchase the Devices at 's then-current prices; (2) cases in which the Device was installed by , the customer is responsible for ensuring the vehicle is easily assessable at a reasonable working time (and date) for to remove the device; (3) Customer will no longer have access to or use of the Services; (4) all subscriptions, licenses and rights granted under this Agreement will immediately terminate; (5) Customer will promptly pay all amounts that were prepaid for Services not yet provided, pro rated on a monthly basis.
5. Retention and Deletion of Customer Data. 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.b, may delete Customer Data from it's systems or otherwise in it's possession or under the 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 1 (404) 829-4827 Monday through Friday from 8AM to 5PM Eastern Standard 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.b, 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 ATLANTA, GEORGIA, 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 , 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 TRAIL 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 , 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 Georgia, without reference to it's 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 injunction relief, against the other party in any court of competent jurisdiction with respect to any an all equitable remedies sought in connection with this Agreement.
3. Cumulative Remedies. Subject to the terms of Sections 7.c (Exclusive Remedies), 7.d (LIMITATIONS OF LIABILITY) and 7.e (EXCLUDED DAMAGES) 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 it's cost and attorneys' fees in addition to it's 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 will be delivered personally, by calling 1 (404) 829-4827 between the hours of 8AM and 5PM Eastern Standard time, or by emailing Info@BlueTailGPS.com with evidence of receipt. Notices to Customer may be given by emailing the address that Customer provided when creating it's account. Information regarding changes to the Services or Documentation, planned downtime, or 's policies are not subject to the foregoing and may inform Customer of changes to those items via in-app notifications or by posting the relevant changes on it's website.
6. Entire Agreement. This Agreement, including any Other Form(s) which are incorporated herein by this reference, sets forth the entire understanding and agreement between Customer and and supersedes all prior and contemporaneous agreements, proposals or communications, whether oral or written, between the parties material including 's website content is form 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 of 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 it's invalidity or enforceability, and the other provisions of this Agreement will be unaffected.
10. Assignment; Successors and Assigns. Neither party may assign it's right 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 it's assets or equity. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of it's assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then the other party may terminated 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 material, 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 it's 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 it's 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. may on one or more occasions reference Customer in advertisements, brochures, customer list, presentations, financial reports or other marketing, promotional or related materials. In addition, upon Customer's approval, which approval will not be unreasonably withheld, may issue a press release (or similar public announcement or communication) publicizing the relationship between and the 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 . 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 statues, 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 '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 .
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 calender 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.

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