Section 1.  Definitions

1. In this Agreement the following defined terms have the meanings indicated:

(a) “Agreement” has the meaning set forth in Section 2(1).

(b) “Device” means your SafeTracks GPS tracking device or equipment and any parts or fittings thereto, and “Devices” means the plural thereof.

(c) “our”, “us”, “we”, “SafeTracks” means SafeTracks GPS Canada Inc.

(d) “Service Provider” means any individual, partnership, firm, corporation, trust, joint venture, unincorporated organization, governmental body, public authority, association, or other legal or business entity of any kind whatsoever who provides any service, device, equipment, or facilities in connection with the Services or Devices, including but not limited to network service providers, suppliers, licensors, public safety answering points, monitoring service providers, emergency responders and service providers (such as police, fire and ambulance), and Device manufacturers, distributors, and dealers.

(e) “Services” means the services provided to you by SafeTracks.

(f) “Third Party Agreements” has the meaning set forth in Section 5(2).

(g) “you” means jointly you, our customer, the individual, the person, the corporation, or other legal or business entity who will be responsible for the use of or the payment for the Services.

 

Section 2.  Agreement

1. By activating or using our Services or Device, you acknowledge and agree to accept and abide by, these terms and conditions of service, including any additional terms or conditions we refer to incorporate by reference below or otherwise, as revised from time to time (collectively the “Agreement”). If you do not want to accept the Agreement, do not activate your Device, or use the Services provided.

 

Section 3.  Our Right to Change This Agreement

1. We reserve the right to change the Agreement at any time by posting the revisions on our website at http://www.safetracksgps.ca/.  We are obligated to notify outside of our website of any revision to our terms and conditions of service. You are not obligated to accept these changes. You can contact us to terminate the Services if you do not accept the changes. If you do not terminate the Services, your continued use of the Services will mean that you have agreed to the changes.

 

Section 4.  Use of the Services and Devices

1. You agree to use the Services and Devices in compliance with:

(a) All applicable laws.

(b) Any Third-Party Agreements.

(c) This Agreement and other SafeTracks policies, guidelines, price lists, and other agreements adopted from time to time by SafeTracks.
 

2. You agree that:

(a) your primary use of your Device shall be within our network coverage area.

(b) the Services may only be used by Devices provided by us or approved by us in writing. You agree and acknowledge that certain Services may not be available or function properly on Devices which have not been provided by us or approved by us in writing.
 

3. You agree not to use or allow others to use the Services or your Devices if such use, whether intentional or unintentional is for, or results in, any illegal, offensive, or abusive activities, including, without limitation:

(a) the commission of a criminal offense.

(b) stalking or harassment.

(c) causing network instability or otherwise disrupting or interfering with any network, devices, or services provided to others by SafeTracks or its Service Providers.

(d) invading another person's privacy, collecting, or storing without authority personal data or information about other persons, or accessing or attempting to access without authority the information or devices of others.

(e) any other activities which would damage, interfere with, or otherwise cause harm to our business operations, services, reputation, employees, facilities, or Service Providers.
 

4. You agree not to:

(a) sell, resell, share, transfer, distribute, loan, or rent the Services or Devices to any third party.

(b) alter any of the hardware or software on your Device.

(c) infringe upon or alter the intellectual property rights of SafeTracks, its Service Providers, or any other third party.
 

5. You acknowledge that:

(a) whenever you receive maps, directions, or other information through your Device or Services, you should always recheck any directions and driving conditions for accuracy, confirm that any roads still exist, be mindful of any construction or other hazards, and follow appropriate safety precautions and all applicable laws.

(b) network or Service coverage and quality may vary without notice depending on many factors, such as the area you are in, terrain, weather conditions, your Device itself, battery level, network capacity, malfunction of equipment, maintenance, upgrades, and whether your Device has an unobstructed view of the sky.  Coverage areas are approximate and may not provide complete global coverage.

(c) data or information collected by us or our Service Providers or otherwise accessed through the Devices or Services may not be stored or retrievable by you while you are outside of our coverage areas.

(d) delays in receipt of data or information are normal.

(e) your Device may go into “sleep mode” based on the Device’s pre-determined “sleep mode” settings or non-use, and Devices which are in “sleep mode” will not operate until the Device is properly re-activated.

(f) third parties may intercept data or information transmitted through the Devices or Services without our knowledge.

(g) the Devices and Services are not described as, or warranted to be, fault-tolerant or intended for use alone or as a part of a life-support or emergency system, and do not guarantee the safety of any person or property.

(h) You agree to assume all risk associated with the matters described in this section and agree that we are not liable for such matters or any problems relating thereto.

 

Section 5.  Additional Agreements

1. The use of some or all our Devices or Services may be subject to additional policies, guidelines, price lists, or other agreements adopted by SafeTracks. Such additional policies, guidelines, price lists, and other agreements form a part of this Agreement. Including but not limited to:

(a) third party software use and license agreements.

(b) manufacturers’ limited warranties for Devices.

(c) our Service Providers’ terms and conditions for the use of devices or services provided by the Service Providers.

Any representations we make regarding the Third-Party Agreements are our interpretations only. You agree to review and be bound by all such Third-Party Agreements as a condition of your use of the Devices or Services (including any software

 

Section 6.  Payment

1. Depending on the Devices or Services you choose, you may have different payment responsibilities.  You agree to always pay on time and in full, you acknowledge and agree that you are also responsible for paying directly to third parties (such as emergency Service Providers) all charges for services provided by such third parties that are not expressly covered by this Agreement.

 

Section 7.  Termination of Services

1. You may terminate service by providing SafeTracks GPS Canada Inc. with thirty (30) days’ notice. SafeTracks may suspend or terminate the service and this agreement at any time, without any notice or liability if: the customer fails to pay any amount when due (including any required deposits); if customer is in default under this Agreement. If service is terminated for any reason customer will remain liable for all accrued fees and charges. When Service is terminated, all Personal and Confidential client information will be removed from all databases.
 

2. If Customer terminates this Agreement prior to the end of the applicable term in a yearly contract, Customer will be charged an Early Termination Fee of the cumulative sum of the payments that remained on your plan prior to termination.

 

Section 8. Disclaimer of Warranties, Limitation of Liability, and Indemnity

1. We expressly disclaim all warranties of any kind, whether express or implied.  without limiting the generality of the foregoing, we expressly disclaim any warranties:

(a) relating to the content, quality, accuracy, timeliness, completeness, accuracy, reliability, merchantability, or fitness for a particular purpose of the devices, the services, or any information or data provided through the devices or services.

(b) that defects in the devices or services will be corrected.

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2. To the fullest extent available by law, SafeTracks and our directors, officers, agents, representatives, employees, contractors, affiliates, and service providers are not liable for any injuries (including but not limited to death, personal injuries, and injuries to property), damages, costs, expenses, losses, or liabilities of any kind, whether claimed in contract, tort, or otherwise, arising out of or relating to

(a) your or anyone else’s use, misuse, or possession of the devices, the services, or any data or information provided or obtained in connection with the devices or services, or the failure to use such data or information or the devices or services.

(b) failures, delays, or interruptions to the services or devices.

(c) errors, omissions, mistakes, defects, or misstatements in any information or data transmitted through or by the services or devices.

(d) any loss of profits or business opportunities.

SafeTracks is not responsible for any Emergency service provider to respond to an emergency call in a timely manner or at all, or for our inability to contact any service provider in any situation.

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3. Without limiting the generality of the foregoing, except when required by law, SafeTracks, our directors, officers, agents, representatives, employees, contractors, affiliates, service providers, and any other party to the extent that we would be required to indemnify that party for such claim shall not be liable for any claims, damages, or liabilities related to the provision of emergency service on a mandatory basis including for failures to connect or complete 9-1-1 calls or if no or inaccurate location information is provided whether caused by SafeTracks or other third parties.        

                                                                                                          

4. You agree to indemnify and hold us, our directors, officers, agents, representatives, employees, contractors, affiliates, service providers, and any other party to the extent that we would be required to indemnify that party for such claim harmless from any claims arising out of or relating to:

(a) the activities contemplated by this agreement, even if due to the sole negligence of any of the service providers.

(b) the use, misuse, or possession of the services, devices, or any data or information provided or obtained in connection with the services or devices, or the failure to use such data or information or the services or devices.

(c) breach of this agreement.

(d) your breach of any third-party agreement.

(e) any claims for libel, slander, defamation, the infringement of any intellectual property right, or any property damage, personal injury, or death, arising out of or related in any way directly or indirectly to this agreement, the services, or the devices. including all legal fees incurred in connection with such claims on a solicitor and his own client full indemnity basis.

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5. You agree that the limitations of liability and indemnities in this agreement will survive even after this agreement has ended and apply to anyone making a claim on your behalf and to any claims made by your family, employees, customers, or anyone else arising out of or relating to the services or devices.

 

Section 9. Confidentiality and Privacy

1. All personal information about you that is kept by SafeTracks, except your name and address, is treated as confidential and shall not be disclosed by SafeTracks except to:

(a) you or a person who in our reasonable judgment is seeking the personal information as your agent;

(b) our Service Providers for the sole purpose of providing Services or Devices to you;

(c) an agent used by us to evaluate your credit or collect outstanding balances owed to us by you, for the sole purpose of evaluating your credit or collecting such outstanding balances; or

(d) any legal, regulatory, governmental, or other authorized authority or its agent if requested by such authority, or if we reasonably believe that there is imminent danger to life or property that could be avoided or minimized by such disclosure or that you or anyone using your Services or Devices is engaged in fraudulent or unlawful activities.

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2. You acknowledge and agree that we may, but are not obligated to, monitor, record, or investigate the use of the Services or Devices in order to:

(a) evaluate, improve, or upgrade the quality of the Services or Devices, or assess customer satisfaction with the Services or Devices.

(b) operate and maintain the operation of the Services or Devices.

(c) protect other customers or ourselves from any harmful or unlawful activity or any unwanted use of the Services or Devices.

 

Section 10. Intellectual Property

1. All trademarks, copyrights, names, logos, and designs used by us are intellectual property assets, registered or otherwise, of, or used under license by, SafeTracks or one of our affiliates.  You agree that you shall not use such intellectual property assets without our written authorization.

 

Section 11.  Arbitration

1. To the extent permitted by law, unless we agree otherwise, any claim, dispute or controversy, whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present, or future, arising out of or relating to the following items:

(a) the Agreement.

(b) the Services or Devices.

(c) oral or written statements, advertisements, communications, or promotions relating to the Agreement, the Services, or the Devices.

(d) the relationships that result from the Agreement.

shall be determined by final and binding arbitration by a single arbitrator to the exclusion of the courts.

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2. Notwithstanding Section 11(1), if you and SafeTracks fail to agree upon the appointment of the arbitrator, the arbitrator shall be appointed by a court of Alberta on application by you or SafeTracks.

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3. You agree to keep all information relating to the arbitration including the reason for the arbitration and any information gained by you during the arbitration process confidential.

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4. Unless we agree otherwise, the arbitration proceedings shall be held in Red Deer, Alberta.

 

Section 12. Coverage and Data Transmission

1. Our Third Party Agreements are dependent on the availability and coverage of satellite and cellular networks and the availability of positioning systems and the Internet, which are owned and operated by third parties. Coverage areas are approximate and may not provide complete global coverage.

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2. Our Third-Party Agreements’ services are conditional upon the availability of the cellular or satellite networks, positioning systems and Internet.

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3. You acknowledge that cellular and/or satellite networks and coverage areas may be interrupted, terminated or restricted and that the quality of the transmission may be diminished at any time.

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4. Actual coverage and operation of our Partners’ software depends on system availability and capacity, system and equipment upgrades, repairs, installation, maintenance, modifications and relocation, terrain, signal strength, structural conditions weather and atmospheric conditions, governmental regulations.

 

Section 13. General

1. If any provision of this Agreement is determined by an arbitrator or a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such determination shall not impair or affect the validity, legality, or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable, and distinct.

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2. Neither any failure nor any delay by you or SafeTracks in exercising any right, power, or privilege under this Agreement shall operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law:

(a) no waiver of any of the provisions of this Agreement shall be binding unless executed in writing by the party to be bound by the waiver.

(b) no waiver that may be given by a party shall be applicable except in the specific instance for which it is given.

(c) no waiver of any provision of this Agreement shall constitute a waiver of any other provision.

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3. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

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4. This Agreement shall be construed, interpreted, and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts-of-laws principles that would require the application of any other law.  Each party hereby agrees, atones, and submits to the exclusive jurisdiction of Alberta with respect to any claim or cause of action arising under or relating to this Agreement. Each party hereby waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder.

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5. You and SafeTracks waive the application of any laws or rule of construction providing that any ambiguity in the Agreement is to be resolved against the party drafting the Agreement.

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6. Notwithstanding anything else in this Agreement, this Agreement does not create:

(a) any fiduciary relationship between you and SafeTracks, or between you and any of the Service Providers.

(b) any relationship of principal and agent, partnership, or employer and employee between you and SafeTracks, or between you and any of the Service Providers.

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7. This Agreement (including any terms, conditions, or other documents incorporated by reference herein) forms the entire agreement between you and SafeTracks, and supersedes all other agreements, representations, or arrangements, verbal or written, between us, past or present.  This Agreement may not be amended except in writing signed by SafeTracks or as set forth in Section 3(1).

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8. Even after this Agreement has ended, its provisions will govern any disputes arising out of or relating to it unless the Agreement has been replaced by a new agreement between us.  This Agreement will be binding upon your heirs and successors, and upon our successors.

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9. The parties have required that these terms and conditions and all documents or notices resulting therefrom or ancillary thereto be drawn up in the English language only.

 

Section 14. Term

1. The term of the agreement will be indicated in your order unless service is terminated as described in Section 7(1) the term will automatically renew for any successive terms thereafter, with the same terms as its pervious selected agreement.

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2. Customer authorizes SafeTracks to charge the Service Fee and any late fees including Early Termination Fees according to the payment method indicated by Customer in the Order.