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GENERAL CONDITIONS OF THE SERVICE SUBSCRIPTION AGREEMENT BETWEEN NAVTRAK & SUBSCRIBER
<br /> %1 . PARTIES. This Contract is between Indian River County, a political subdivision of the State of Florida, (hereinafter the "Subscriber';you" and "your)
<br /> & Navtrak, Inc. ( 1ve" and
<br /> "our) .
<br /> 2 . OUR SERVICE & HOW IT WORKS. In consideration of the monthly subscription fees as set forth on Page 1 of this Contract, we will provide our standard
<br /> automatic, web-
<br /> enabled vehicle location hosting service to you during the term of this Contract, as well as two-way text communications service it you pay for it. Fees for
<br /> service for add-on units
<br /> will be at our then-current rates unless otherwise agreed in writing. As long as your vehicle is equipped with a Navtrak Mobile Manager® & appropriate
<br /> antenna, operates within
<br /> the coverage area of the Carrier (defined below) providing Airtime (defined below) & maintains line-of-sight access to the GPS satellites, you can monitor
<br />the location & activities
<br /> of your vehicle & can transmit data to & from it at anytime through the Internet.
<br /> a. NAVTRAK will install the following equipment in eighteen (18) vehicles designated by the County (See separate list of vehicles, with names/numbers
<br /> and tag numbers to
<br /> be provided at the time of installation) .
<br /> b. All of the above equipment shall be installed and operating in good working order within 60 days from the date of the last signature on this
<br /> contract. All installations shall
<br /> be performed in a workman like manner by trained, experienced, qualified NAVTRAK technicians.
<br /> C. NAVTRAK shall install any software or programming necessary on computers supplied by the County for the smooth operation of the system and service.
<br /> d . NAVTRAK shall provide three (3) consecutive days of on-site training in one location to train the County employees who will be using the system
<br /> and service as to its
<br /> operation. NAVTRAK shall supply trained , experienced, qualified personnel to County for training purposes in Indian River County. Additional training is
<br />available from
<br /> Navtrak from time to time at the request of Subscriber, to be billed to Subscriber at Navtrak's then current rates for same.
<br /> e. NAVTRAK shall maintain , service and repair all equipment provided to County during the term of this contract. Subscriber has reviewed a copy of
<br />the Navtrak warranty
<br /> and Navtrak's rates for non-warranty service. Warranty services will be provided by NaArak without cost to Subscriber as set forth therein . Non-warranty
<br /> services will
<br /> be billed to Subscriber at Navtrak's then-current rates as incurred. The County shall replace any equipment damaged by its own negligence.
<br /> f. NAVTRAK shall supply support and advice to County via a toll free phone number. NAVTRAK shall respond to all inquiries prior to the close of the
<br />business day, if the
<br /> request for support is submitted to NAVTRAK before 12 noon . NAVTRAK shall respond to all inquiries prior to 12 noon of the following business day if
<br />the request for
<br /> support is submitted to NAVTRAK before 5:00 pm of the previous day.
<br /> g . Between the time period beginning on the date we receive payment for the hardware and installation and ending on the 120th day after the contract
<br /> is signed,
<br /> Subscriber can cancel this contract upon written notice to NAVTRAK and Subscriber shall incur no additional liability under this agreement, provided that
<br />all equipment
<br /> and software licenses are returned to NAVTRAK in working order.
<br /> 3. TERM & EARLY TERMINATION. The term begins on the Contract Date & ends 38 months later, regardless when the Mobile Managers are installed. There
<br />are no charges for
<br /> our hosting service during the first 2 months. The Contract automatically renews from year to year after the end of the term at our then current rates
<br />unless terminated by either
<br /> of us as set forth below. You have the right to terminate this Contract effective at the and of the 14th month & again at the end of the 26th month
<br /> provided that you give us 30
<br /> days' advanced written notice & pay us an early termination fee in the amount of $200 per vehicle monitored . In lieu of the per-vehicle earty termination
<br /> fee, we will accept the
<br /> return to us of the Mobile Manager for the vehicle terminated within 30 days after the termination date, provided that the Mobile Manager is found to be
<br /> in working order when
<br /> received by us. We may suspend service to you under this Contract upon request of any leasing company from which you have leased Mobile Managers. The
<br /> advanced
<br /> payments will be applied against the last months of the Contract.
<br /> 4. WIRELESS SERVICE . We will provide cellular wireless service ("Airtime') to you during the term of this Agreement at the rate set forth on page 1 , plus
<br /> all applicable
<br /> governmental taxes surcharges and fees. We will purchase the Airtime from one of several wireless service carriers (the "Carder"). You agree that we may
<br />activate the selected
<br /> wireless service with the Carrier of our choice. The Carrier is not a party to this Contract, but you agree not to take any action or fail to take any
<br /> action that would cause us to
<br /> breach the agreement between us and the Carrier. Unless otherwise noted on page 1 , your service allows for the monthly transmission of 500 kilobytes (KB)
<br /> of data times the
<br /> number of vehicles subject to this Contract. Two-way data communication services require larger Airtime plans. Excess usage each month will be billed to
<br />you at $0.02 per KB
<br /> when we are billed by the Carrier. Roaming charges may apply if your vehicles travel outside your home service area and roaming capability is activated.
<br /> At your request, we
<br /> will provide you with maps of your home service area & with information about roaming charges. The Carrier's monthly billing period to us for your Airtime
<br /> usage will not coincide
<br /> with our monthly billing period to you . You agree that we may bill you during our normal billing period for estimated Airtime usage by you , subject
<br />to subsequent revision for
<br /> roaming charges, excess usage and pro-ration , provided that we do so for all subscribers on a consistent basis. We are not responsible for providing Airtime
<br /> usage or billing
<br /> credits to you that we cannot obtain from the Wireless Carriers.
<br /> 5. PAYMENTS, BILLING DISPUTES & OBLIGATION TO PAY. All payments under this agreement shall be made in compliance with the Florida Prompt Payment Act,
<br />§218.70
<br /> FS , including payments for hosting service, Airtime and out-of-warranty repair or replacement services that we provide to you (at our normal rates) , including
<br /> any sales or use
<br /> taxes, access and other fees required by law to be paid on any of our services or on Airtime.
<br /> 6. LIMITATION ON WARRANTY & INHERENT PERFORMANCE LIMITS OF WIRELESS TECHNOLOGY & SERVICES. We make no warranty as to the quality or function of any
<br /> sensors, switches, panic buttons, engine kill switches & similar ancillary equipment that may be installed along with, connected to or activated through our
<br /> Mobile Managers and
<br /> we provides no assurance that: a) such ancillary equipment will function as intended; b) when connected to the Mobile Manager such equipment and/or the Mobile
<br /> Manager will
<br /> generate the alarm , transmit the data, indicate activation or activate any action on the vehicle as intended; or c) any such alarm, data transmission or
<br /> indication of activation will
<br /> be sent to our servers, received by our servers, forwarded by our servers to you or received by you. WE DO NOT GUARANTEE RECEPTION DUE TO TERRAIN ,
<br /> ELECTRICAL
<br /> FAILURE , LIMITATIONS OF WIRELESS COVERAGE OR OTHER CONDITIONS BEYOND OUR CONTROL. WE SHALL NOT BE LIABLE TO YOU FOR LOSS OF SERVICE
<br /> AS A RESULT OF ACTS , ERRORS OR OMISSIONS OF YOUR EMPLOYEES OR AGENTS OR FROM THE CARRIER'S FAILURE TO PROVIDE SERVICE . IN NO EVENT
<br /> WILL WE BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE OUR SERVICE ,
<br /> SOFTWARE OR HARDWARE. OUR LIABILITY UNDER THIS CONTRACT SHALL BE LIMITED SOLELY TO TERMINATION OF THIS CONTRACT & THE FORFEITURE OF
<br /> ANY UNPAID SUBSCRIPTION CHARGES .
<br /> 7. YOUR INDEMNIFICATION & WAIVER. To the extent allowed by law. YOU WILL DEFEND, INDEMNIFY & HOLD US , OUR ASSIGNEES, DEALERS HARMLESS FROM &
<br /> AGAINST ALL CLAIMS, COSTS, INCLUDING REASONABLE ATTORNEY'S FEES, DAMAGES, JUDGMENTS, VERDICTS , SETTLEMENT AMOUNTS & LIABILITIES
<br /> ARISING OUT OF OR RELATED TO OUR SERVICE OR ITS USE BY YOU . NO AGENT OF OURS MAY CHANGE THE TERMS OF THIS WARRANTY & LIMITATION OF
<br /> LIABILITY.
<br /> 8. YOUR INSURANCE. Intentionally Omitted .
<br /> 9. ASSIGNMENT/TRANSFER BY NAVTRAK. WE MAY TRANSFER OUR INTEREST IN THIS CONTRACT, IN WHOLE OR IN PART, WITHOUT YOUR CONSENT, NOT TO BE
<br /> UNREASONABLY WITHHELD OR DELAYED. YOU SHALL PAY THE SUBSCRIPTION FEES & ANY OTHER AMOUNTS DUE UNDER THIS CONTRACT AS DIRECTED BY
<br /> US OR SUCH TRANSFEREE . SUCH TRANSFEREES SHALL BE ENTITLED TO ENFORCE THE RIGHTS SO TRANSFERRED AGAINST YOU .
<br /> 10. SUBSCRIPTION FEE CREDITS. We will issue you a credit against your next bill in the event information from your vehicle is not accessible to you
<br /> through no fault of yours,
<br /> your employees or agents or the Carrier (a "Service Failure') provided that the following conditions have been met: a) You have notified our Technical Support
<br /> Dept of a
<br /> suspected Service Failure at 800-787-2337, identified the vehicles involved, & received from us a trouble report case number for your records; b) The Service
<br /> Failure persists for
<br /> more than 7 days after the later of: 1 ) Your report of the suspected Service Failure, or 2) if access to the vehicle is required, the date the vehicle
<br /> has been made available to us;
<br /> c) We reasonably eliminate tampering by your employees & the Carrier as the cause of the Service Failure; and d) You provide us with access through your
<br /> computers' or
<br /> network's firewall with the knowledge and consent of your Computer Services Department. The credit shall be $1 .25 per day per vehicle with a Service Failure
<br /> dating from the
<br /> date you report the Service Failure, not from the date of the Service Failure.
<br /> 11 . MISCELLANEOUS. a) All agreements, representations, indemnities & warranties contained in this Contract shall survive termination ; b) This Contract
<br /> constitutes your legal,
<br /> valid & binding agreement & shall be binding upon & inure to the benefit of our respective successors & assigns; c) This Contract shall be governed by
<br /> the laws of Florida ; d)
<br /> Jurisdiction & venue with respect to this Contract shall be in Indian River County, Florida, or if in Federal court, the Southern District of Florida; e)
<br />; You authorize us to investigate
<br /> & evaluate your credit history & financial responsibility; f) The terms of this Contract shall be subject to the rules & regulations of all federal , state
<br /> & local laws & regulations under
<br /> which either of us or the Carrier may be regulated; g) This Contract constitutes the entire agreement between us & no covenant or condition or any other
<br /> part of this Contract
<br /> may be waived except in writing signed by the parties; h) Failure by either of us to enforce any of provisions or a waiver thereof in any instance shall
<br /> not be construed as a
<br /> general waiver on its part of any such provisions & the same shall be & remain in full force & effect; i) If any of provisions shall be determined
<br /> to be unenforceable by any court
<br /> of competent jurisdiction then such provision shall be deemed to be excluded & the remainder of the Contract shall remain in full force & effect.
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