Last updated: November 07, 2018
Please read this End-User License Agreement (“Agreement”) carefully before using the PanatrackerGP (“Application”). Except as otherwise expressly specified, this Agreement applies to the Application (server and client components) and any updates, supplements and services.
This Agreement is a legal agreement between you (either an individual or a single entity) and Panatrack, Inc (“Panatrack”) and it governs your use of the Application made available to you by Panatrack. If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting, then “you” means your entity and you are binding your entity to this Agreement.
By clicking the “I Agree” button during the installation or using the Application, you are agreeing to be bound by the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, do not click on the “I Agree” button and do not use or access the Application.
The Application is licensed, not sold, to you by Panatrack for use strictly in accordance with the terms of this Agreement. This Agreement does not apply to Panatrack’s hosted or cloud-based solutions, use of which requires a separate agreement with Panatrack.
Subject to the terms and conditions of this Agreement, Panatrack grants you a revocable, non-exclusive, non-sublicensable, non-transferable, limited license to install and use the Application during the applicable License Term for own business purposes strictly in accordance with the terms of this Agreement. You may not transfer this license without Panatrack’s written consent. If permitted, there may be additional charges for transferring the license to a third-party.
The Application is licensed based upon specific features and the number of users that can access the Application.
Servers on which the software is installed may periodically provide information to verify that the software is properly licensed, and the term has not expired. This information may include a customer identifier, the product name, product version number and server information. By using the Application, you consent to the transmission of the information described in this paragraph. If, after a validation check, the Application is found to be improperly licensed, Panatrack may provide notice that the software is improperly licensed or automatically correct the Application’s licensed condition.
Except as otherwise expressly permitted in this Agreement, you agree not to, and you will not permit others to:
Unless otherwise specified in your order for the Application, you may install only one production instance of the Application on systems owned or operated by you. At our discretion, we may make available to you licenses for non-production instances, such as for staging, testing or QA purposes.
The Application is complex computer software. Its performance will vary depending upon your hardware platform, software interactions, configuration and other factors. You are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements for the Application.
Panatrack will have no obligation nor responsibility under this Agreement for issues caused by your use of any third-party hardware or software.
The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Panatrack.
Panatrack reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.
Panatrack may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).
Updates may modify or delete certain features and/or functionalities of the Application. You agree that Panatrack has no obligation to (i) provide any Updates unless you are subscribed to a software maintenance plan, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you.
You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.
The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (“Third-Party Services”).
You acknowledge and agree that Panatrack shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Panatrack does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.
Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
This Agreement shall remain in effect until terminated by you or Panatrack.
This Agreement will terminate immediately, without prior notice from Panatrack, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your mobile device or from your computer. Upon such termination, you will not be entitled to a refund of any prepaid fees and if you have not already paid all applicable fees for then-current license term, then any such outstanding fees will become immediately due and payable.
Upon termination of this Agreement, your license to the Application terminates (even is the license term is identified as “perpetual”) and you shall cease all use of the Application and delete all copies of the Application from your mobile device or from your computer.
Termination of this Agreement will not limit any of Panatrack's rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.
This section applies if you purchase the Application or any additional services through an authorized partner or reseller of Panatrack (“Reseller”).
Instead of paying Panatrack, you may have paid the applicable amounts to the Reseller, as agreed between you and the Reseller. Panatrack may suspend of terminate your rights to use the Application if Panatrack does not receive the corresponding payment from the Reseller.
Resellers are not authorized to modify this Agreement nor make any promises or commitments on Panatrack’s behalf, and Panatrack is not bound by any obligations to you other than set forth in this Agreement.
The Application and related documentation are “Commercial Items”, as that term is defined under 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. In accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
You may not export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained.
In particular, but without limitation, the Application may not be exported or re-exported (a) into or to a nation or a resident of any U.S. 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 Denied Person's List or Entity List.
By installing or using any component of the Application, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
This Application is made available on a limited license, and no right of ownership is conveyed to you, irrespective of the use of terms such as “purchase” or “sale” or “sold”. Panatrack retains all rights, title and interest, including intellectual property rights, in and to the Application and related documentation.
You and other users of the Application may choose to submit feedback to us. Panatrack may freely use, copy, disclose, license, distribute and exploit this feedback without any obligation, royalty or restriction based upon intellectual property rights or otherwise. Your feedback, while deeply appreciated, will not be considered your Confidential Information, and nothing in this Agreement limits Panatrack’s right to use, develop, or market products or services.
Both you and Panatrack agree that all code, inventions, know-how, business, technical and financial information disclosed to such party (the “Receiving Party) by the disclosing party (“Disclosing Party”) constitutes confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure.
The Receiving Party will hold in confidence and not disclose and Confidential Information to any third-party and will not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents and contractors who have a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Receiving Party.
The Receiving Party’s obligations will not apply to information which the Receiving Party can document that was rightfully in its possession or known to it prior to the receipt of the Confidential Information; or has been become public knowledge through no fault of the Receiving Party; or was rightfully obtained from a third party without a breach of any confidentiality obligation.
The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would fail to remedy, and therefore such disclosure by the Receiving Party would entitle to Disclosing Party to the appropriate equitable relief in addition to whatever other remedies it might have at law.
Panatrack warrants the that Application will be provided in a manner consistent with general industry standards, that the Application will be fit for the purpose or tracking inventory and assets, and that the Application will be reasonable free from materially reproducible programming errors and defects in workmanship when maintained and operated in accordance with the instructions provided.
Except for the warranties set forth, the Application is provided “AS IS”. Panatrack does not warrant that your use of the Application will be uninterrupted, error-free, virus-free, or completely secure. Panatrack does not make, and hereby disclaims, any and all other warranties whether expressed or implied.
Customer acknowledges and agrees that in no event shall Panatrack, or its officers, directors, employees, representative or agents be liable for any special, indirect, incidental, exemplary or consequential damages, including but not limited to lost profits, loss of goodwill, lost data, lost opportunities, or other similar damages arising from, related to or in connection with this Agreement or your use or inability to use the Application, even if Panatrack has been advised of the possibility of such damages. Customer’s exclusive remedy for all claims in the aggregate under this Agreement shall be limited to the amount actually paid by you to Panatrack for the License of the Application during the most recent year of the Term; provided, however, such amount shall not include any payments for software support or maintenance under the Annual Software Maintenance Plan or otherwise.
Panatrack reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Application after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application.
The laws of Wisconsin, United States, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.
This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Good.
If you have any questions about this Agreement, please contact us.
The Agreement constitutes the entire agreement between you and Panatrack regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and Panatrack.
You may be subject to additional terms and conditions that apply when you use or purchase other Panatrack's services, which Panatrack will provide to you at the time of such use or purchase.