Terms of Service Agreement
Effective Date: December 1, 2021


PLEASE READ THIS TERMS OF SERVICE AGREEMENT (THE “TERMS”) CAREFULLY. THESE TERMS GOVERN (I) THE ACCESS AND USE OF THIS WEBSITE AND ANY OTHER WEBSITES OF CARGOSENSE, INC. (THE “COMPANY”) (COLLECTIVELY, THE “WEBSITE”), INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”) AND (II) THE PROVISION AND USE OF ANY APPLICABLE HARDWARE AND EQUIPMENT, SUCH AS THE GATEWAY, THERMOCOUPLE PROBE AND/OR SENSOR TAG (COLLECTIVELY, THE “EQUIPMENT”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, ORDERING A PRODUCT, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU
HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THESE TERMS. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE, THE EQUIPMENT, OR THE SERVICES.


PLEASE BE AWARE THAT SECTION 14 OF THIS AGREEMENT, BELOW, CONTAINS
PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.


PLEASE BE AWARE THAT SECTION 1.5 (COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.


Your use of, and participation in, certain Services and provision and use of certain Equipment may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms or will be presented to you for your acceptance when you sign up to use the supplemental Service or order or use such Equipment. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service or Equipment. These Terms and any applicable Supplemental Terms are referred to herein as the “Agreement.”


PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Company will make a new copy of the Terms available to you on the Website (https://maventracker.com). We will also update the “Last Updated” date at the top of the Terms. If we make any material changes, and you have provided us with your e-mail address, we may also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement. Company may require you to provide consent to the updated Terms in a specified manner before further use of the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the Equipment, and/or the Services. Otherwise, your continued use of the Website, the Equipment and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.


1. USE OF THE PRODUCTS AND SERVICES.


1.1. General. The Website, the Services, and the information and content available on the Website and the Services, and the Equipment (each, a “Company Property” and collectively, the “Company Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, Company grants you a limited license to access and use portions of the Website for the sole purpose of using the Services for your personal or internal business purposes.


1.2. Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Company Properties or any portion of Company Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of Company; (c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Company Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you
shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website; (f) you shall not access Company Properties in order to build a similar or competitive website, product, application or service; (g) except as expressly stated herein, no part of Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties. Any future release, update or other addition to
Company Properties shall be subject to the Agreement. Company, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Company Property terminates the licenses granted by Company pursuant to the Agreement.


1.3. Third-Party Materials. As a part of Company Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Company to monitor such materials and that you access these materials at your own risk.


1.4. Installation, Maintenance and Use Requirements. Company requires that you follow specific installation, maintenance and use requirements and standards in connection with your installation and use of the Equipment and Services. Such requirements and standards are detailed in the enclosed instructions with the Product (“Company’s Guidelines”). You acknowledge that you are solely responsible for any damages caused by a failure to install, maintain or use the Equipment or Services in accordance with Company’s Guidelines.


1.5. Communications. By entering into these Terms or using the Website, Equipment, or Services, you agree to receive communications from the Company and our affiliates and representatives, which may include, without limitation, emails, push notifications, and SMS, MMS and other text messages (“Communications”). Text messages and emails may be directed to any telephone number and email address that you supply to us in connection with your creation of an Account or use of the Website or Services or that you otherwise agree we may use to communicate with you. Communications may include but are not limited to: informational, transactional, operational and customer service communications concerning your Account, product orders, payments, appointments, or use of the Website, Equipment or Services. IF YOU OPT-IN TO
RECEIVE PROMOTIONAL COMMUNICATIONS, YOU MAY ALSO RECEIVE OFFERS,
PROMOTIONS AND OTHER MARKETING-RELATED COMMUNICATIONS. YOU
AGREE THAT TEXT MESSAGES MAY BE SENT USING AN AUTOMATIC TELEPHONE
DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY. Message frequency will
vary. You also agree that carrier Message and Data Rates may apply to any text messages you receive in accordance with your carrier rate plan. YOUR CONSENT TO RECEIVE AUTODIALED PROMOTIONAL TEXT MESSAGES IS NOT REQUIRED AS A
CONDITION OF ANY PUCHASE. To opt out of promotional emails, follow the unsubscribe options in the promotional email itself. To opt out of text messages, you can reply with the word “STOP” to any text message you receive from us. However, you acknowledge that opting out of receiving text messages may impact your use of the Services.

 

In the event you provide contact information for a third-party in connection with your use of the Services, you represent and warrant that you will inform such third-party that the Company will communicate with them at the phone number or email address provided by you and you will obtain such third-party’s permission for the Company to communicate with them at the phone number or email address provided by you. You agree to notify the Company immediately in the event such permission is revoked.


2. REGISTRATION.


2.1. Registering Your Account. In order to access certain features of Company Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website (“Account”).


2.2. Registration Data. In registering for use of the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (“Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your use of the Services and refuse any and all current or future use of Company Properties (or any portion thereof). You agree not to submit a false identity or information, or any information
on behalf of someone other than yourself. You agree to (a) notify Company immediately of any unauthorized use of your Registration Data or any other breach of security; and (b) use the Services only in accordance with applicable laws and government regulations.


2.3. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Company.


3. EQUIPMENT.


3.1. Equipment. Unless expressly stated otherwise by Company, this Section 3 applies to Equipment provided to you as a part of your purchase of a subscription to Company’s products (“Subscription”). Subject to the terms and conditions herein, Company will provide you with the Equipment specified in your order for use during the duration of your Subscription. All Equipment shall be delivered to you at the address set forth in your order. You shall at all times maintain the Equipment in good operating condition and repair; normal wear and tear excepted (“Good Condition”) and you shall keep the Equipment in your sole possession and control at all times, unless otherwise agreed upon by Company in writing. All risk of loss for any Equipment (including any replacement Equipment) shall pass to you upon Company’s delivery of the Equipment to the applicable carrier or delivery service.


3.2. Return. All Equipment shall be returned to Company in Good Condition within thirty (30) days of termination or expiration of the applicable Subscription. If you fail to return such Equipment within thirty (30) days or the Equipment is not returned in Good Condition, as determined by Company in its reasonable discretion, you agree to pay Company the applicable fees and costs for replacing such Equipment.


3.3. Equipment Restrictions. You are strictly prohibited from modifying or tampering with the Equipment, including by attempting to extract any software from the Equipment or installing additional software or applications on the Equipment without Company’s prior written approval. Equipment may only be used in connection with the applicable Company-provided software. You shall not sublease or in any manner deliver, transfer or otherwise relinquish possession of any of the Equipment. You must not share the Equipment or allow any party to access the Equipment except for your specifically authorized users for use in accordance with this Agreement. Use of the Equipment (and any third-party software embedded therein) may be subject to additional terms and conditions, including from the manufacturer of such Equipment.


3.4. Equipment Updates. Company is not required to provide new Equipment to you during the Term. Company may, however, at its sole discretion, elect to provide upgraded units to you to replace older Equipment. In such case, you must promptly return your replaced Equipment units. Company may charge you for the replacement cost of any such Equipment that is not returned in Good Condition, as determined by Company in its sole discretion, within thirty (30) days of Company’s delivery of the replacement Equipment.


3.5. Equipment Support. In the event that you are experiencing issues with or your Equipment is defective, you shall notify Company via email at [team@maventracker.com]. If the problem cannot be resolved remotely, Company may, at its sole discretion, repair or ship replacement Equipment after receipt of the defective Equipment from you. If you have met your maintenance responsibility under this Agreement, then the replacement will be at no cost to you; otherwise, you will pay Company the applicable fees and costs for repairing or replacing such Equipment.
You shall be responsible for any and all damage to the Equipment as a result of unauthorized downloads, vandalism, abuse, neglect or force majeure, regardless of whether such vandalism, abuse, neglect, or force majeure is caused by you or any other third party to whom you have granted access. By way of example and not limitation, damage caused by exposure to extreme conditions (heat, moisture) or improper handling (drops, impact) will be considered damage for which you are responsible.

 

4. ORDERS.


4.1. Order Acceptance. Each part of any order for Equipment, Services or Subscriptions that you submit to Company constitutes an offer to purchase, or rent/license as applicable. If you do not receive a message from Company confirming receipt of your order, please contact our Customer Service department at [team@maventracker.com] before re-entering such order. Company’s confirmation of receipt of your order does not constitute Company’s acceptance of such order. Company is only deemed to have accepted an order once the Equipment or Services have been shipped or otherwise provided to you.


4.2. Order Issues. Although Company strives to accept all valid orders, Company reserves the right to deny any order for any reason, including, without limitation, if: (a) Company receives insufficient or erroneous billing, payment, and/or shipping information, (b) Company suspects an order has been placed using stolen payment card information or otherwise appears to be connected to fraud, or (c) the ordered Equipment or Services are unavailable due to discontinuance or otherwise. Company may also refuse any order that is connected with a previous payment dispute.


4.3. Returns. If you are not completely happy with the Equipment or Services, you will have ninety (90) days to contact Company at [team@maventracker.com] and return any Equipment, at your sole cost, for a refund of amounts paid in connection with such Equipment and/or Services terminated.


4.4. Order Cancellation. If any Equipment or Services are discontinued or otherwise become unavailable, Company reserves the right to cancel your order and provide you a refund for any amount paid for such Equipment or Services.


4.5. Restrictions on Resale. To protect the intellectual property rights of Company and its licensors and suppliers, any resale of Equipment and Services for personal and/or business profit is strictly prohibited. Company reserves the right to decline any order that it deems to possess characteristics of reselling.


5. Fees and PAYMENTS.


5.1. Fees. You shall pay Company the fees, costs and expenses described in your order (the “Fees”), in the amounts and at the times set forth therein, and as otherwise stated in this Agreement. Except as set forth in these Terms or any order, all Fees for the Equipment and Services are non-refundable.

5.2. Payment Terms. You must provide Company with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account of a payment provider (“Payment Provider”) at the time of purchase. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Company with your credit card number or PayPal account and associated payment information, you agree that Company is authorized to immediately invoice your Account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required.


5.3. Subscription Payments. By subscribing to an annual Subscription, you authorize Company to charge your Payment Provider at the time of purchase, and again at the beginning of every subsequent month for the duration of your Subscription. If at the time payment is due, Company does not receive payment from your Payment Provider, you agree (a) to pay all Fees upon demand and/or (b) that Company may either terminate or suspend your Subscription and Services and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, Services will be re-activated).


5.4. Subscription Period. By entering into a Subscription, you are committing to an initial
subscription term of one (1) year (“Initial Subscription Period”). After your Initial
Subscription Period and each subsequent Renewal Subscription Period, your Subscription will automatically renew (and your Payment Provider will automatically be charged) for additional subsequent periods of one (1) month (each, a “Renewal Subscription Period”) at the then- current price for such Subscription, unless you cancel your Subscription at least fifteen (15) days prior to the Renewal Date via email to [team@maventracker.com] or through your Account. If you cancel your Subscription, you may use the Equipment and Services until the end of the then-current Subscription period. You will not be eligible for a prorated refund of any Fees paid for any early termination of the then-current Subscription period.


5.5. Changes. We may change our charges and billing practices at any time, either by posting notice of such change via the Website or notifying you via email, provided that any such change will take effect on the following renewal date, so please check regularly for such notifications.


5.6. Taxes. All payments required by this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon Company’s net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any tax authority. If you claim an exemption from any tax, then you shall furnish Company with a valid tax exemption certificate issued by or acceptable to the applicable taxing jurisdiction or entity.


5.7. Payment Processor. To the extent you are paying by credit card, all Fees are processed by a third party payment service (the “Payment Processor”) and you consent to the use of such service. By making any payments on or through the Website, you agree to be bound by Payment Processor’s Privacy Policy and its Terms of Service and hereby consent and authorize Company and such Payment Processor to share any information and payment instructions you provide to the other to complete your transactions. Company reserves the right to change its Payment Processor(s) with or without notice to you.


6. OWNERSHIP.


6.1. Company Properties. You agree that Company and its suppliers own all rights, title and interest in Company Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Company Properties.


6.2. Trademarks. All related graphics, logos, service marks and trade names used on or in connection with any Company Properties or in connection with the Services are the trademarks of Company and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Company Properties are the property of their respective owners.


6.3. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Company Properties and/or Company’s business.


7. THIRD-PARTY SERVICES.


7.1.You understand and agree that the Services may link to or otherwise make available certain services offered by third parties (“Third-Party Services”), and that the access and use of such Third-Party Services, including the availability thereof and uptimes related thereto, is solely determined by the relevant providers of such Third-Party Services (“Third-Party Providers”). Company will have no liability to you or any other person for any unavailability of any Third-Party Services, or any Third-Party Provider’s decision to discontinue, suspend, or terminate any Third-Party Services. You acknowledge and agree that certain Third-Party Services may be
subject to capacity limits and that you will not use any Third-Party Services in excess of any capacity limits communicated by Company to you. All right, title and interest in and to any Third-Party Services are and shall remain the sole property of their respective Third-Party Providers.


8. INDEMNIFICATION.


8.1.You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your use of, or inability to use, any Company Property; (b) your violation of the Agreement; or (c) your violation of any applicable laws, rules or regulations, including without limitation the Telephone Consumer Protection Act. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Company Properties.


9. DISCLAIMER OF WARRANTIES AND CONDITIONS.


9.1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT
PERMITTED BY APPLICABLE LAW, YOUR USE OF COMPANY PROPERTIES IS AT
YOUR SOLE RISK, AND COMPANY PROPERTIES ARE PROVIDED ON AN “AS IS” AND
“AS AVAILABLE” BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY
DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE
WEBSITE. i. COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF COMPANY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE
OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF
COMPANY PROPERTIES WILL BE ACCURATE OR RELIABLE.
ii. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH
COMPANY PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING,
BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE
TO ACCESS COMPANY PROPERTIES, OR ANY OTHER LOSS THAT RESULTS
FROM ACCESSING SUCH CONTENT. iii. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. iv. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

9.2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT
COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD
COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING
OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH
THIRD PARTIES RESTS ENTIRELY WITH YOU.


10. LIMITATION OF LIABILITY.


10.1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO
EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS,
REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE,
BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
IN EACH CASE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE
AGREEMENT, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR
INABILITY TO USE COMPANY PROPERTIES; (2) THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA,
INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED
FOR TRANSACTIONS ENTERED INTO THROUGH COMPANY PROPERTIES; (3)
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
(4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES;
OR (5) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES, WHETHER
BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.


10.2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL COMPANY PARTIES BE
LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID
TO COMPANY BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT,
OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE
REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM
ARISES.THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A
COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY
PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S
FRAUD OR FRAUDULENT MISREPRESENTATION.


10.3. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY
AND YOU.


11. TERM AND TERMINATION.


11.1. Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Company Properties, unless terminated earlier in accordance with the Agreement.


11.2. Termination of Services by Company. Company may terminate these Terms at any
time, including, without limitation, if you have materially breached any provision of the Terms and do not cure such breach within thirty (30) days of Company’s notice of such breach, or if Company is required to do so by law (e.g., where the provision of Equipment or Services is, or becomes, unlawful) Company has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your access to the Equipment or Services.


11.3. Termination of Services by You. You may terminate these Terms in the event Company breaches a material term of these Terms and does not cure such breach within thirty (30) days of your notice of such breach. You may also terminate these Terms by ceasing to use the Services and Equipment, and e-mailing us at team@maventracker.com.


11.4. Effect of Termination. Upon termination of this Agreement: (a) your Subscription will end immediately and all rights and licenses granted herein shall immediately terminate; (b) you will cease using the Equipment and Services immediately; (c) you will return all Equipment in your possession within thirty (30) days; and (d) you will pay any Fees accrued prior to the effective date of termination.


12. REMEDIES.


12.1. Violations. If Company becomes aware of any possible violations by you of the Terms, Company reserves the right to investigate such violations. If, as a result of the investigation, Company believes that criminal activity has occurred, Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Company Properties in Company’s possession in connection with your use of Company Properties, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms; (c) respond to your requests for customer service; or (d) protect the rights, property or personal safety of Company, its users or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate.


12.2. No Subsequent Registration. If your registration(s) with or ability to access Company Properties is discontinued by Company due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or access Company Properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.


13. INTERNATIONAL USERS.


13.1. Company Properties can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Company intends to announce such services or content in your country. Company Properties are controlled and offered by Company from its facilities in the United States of America. Company makes no representations that Company Properties are appropriate or available for use in other locations. Those who access or use Company Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.


14. DISPUTE RESOLUTION.


Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Company and limits the manner in which you can seek relief from us.


14.1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Company, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify,; and (2) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.


14.2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to CargoSense, Inc., 11921 Freedom Drive, Suite 550, Reston, VA 20190. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://
www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available
at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Company will pay them for you. In addition, Company will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

 

14.3. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine
the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Company. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall
issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.


14.4. Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY
CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL
IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.


14.5. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES
WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED
ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY
INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER
OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY
OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the Commonwealth of Virginia. All other claims shall be arbitrated.


14.6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this
Arbitration Agreement by sending written notice of your decision to opt out
to: team@maventracker.com within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Company username (if any), the email address you used to set up your Company account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.


14.7. Severability. Except as provided in subsection 14.5, if any part or parts of this
Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.


14.8. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.


14.9. Modification. Notwithstanding any provision in this Agreement to the contrary, we
agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Company at the following address: CargoSense, Inc. (Attn: Maven Tracker), 11921 Freedom Drive, Suite 550, Reston, VA 20190, USA.


15. GENERAL PROVISIONS


15.1. Electronic Communications. The communications between you and Company may
take place via electronic means, whether you visit Company Properties or send Company e-mails, or whether Company posts notices on Company Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.


15.2. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.


15.3. Force Majeure. Company shall not be liable for any delay or failure to perform
resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, pandemics, governmental orders, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.


15.4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Company Properties, please contact us at: team@maventracker.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.


15.5. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in the Commonwealth of Virginia.


15.6. Governing Law. The Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Virginia, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The Union Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.


15.7. Notice. Where Company requires that you provide an e-mail address, you are
responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address: CargoSense, Inc. (Attn: Maven Tracker), 11921 Freedom Drive, Suite 550, Reston, VA 20190, USA. Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.


15.8. Waiver. Any waiver or failure to enforce any provision of the Agreement on one
occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.


15.9. Severability. If any portion of the Agreement is, for any reason, held to be invalid or
unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.


15.10. Export Control. You may not use, export, import, or transfer Company Properties
except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Company Properties, and any other applicable laws. In particular, but without limitation, Company Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Company Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Company Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical
or biological weapons. You acknowledge and agree that products, services or technology provided by Company are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

 

15.11. Consumer Complaints. In accordance with California Civil Code §1789.3, you may
report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.


15.12. Entire Agreement. The Agreement, including the Release found at https://
www.maventracker.com/terms-of-service, represents the final, complete and exclusive
agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.