You are just 30 seconds away from fresher, safer shipments.
By taking 30 seconds to sign up, you will be one of the growing number of companies
who understand that knowing what’s happening to a shipment, where it’s
happening, as it’s happening, is the only way to ensure the freshness and
safety of your shipments.
We'll contact you within 24 hours to get you started.
By using any of the Your Oversight Services we provide directly to you via our website
or by downloading, installing, or using any software we provide to you related to
Your Oversight Services (such direct services and any software, collectively the
“Services”), you agree to be bound by the terms and conditions of use of this OverSight
Services Agreement (collectively, the “Agreement”). Please read this Agreement carefully.
If you do not agree to any of the terms of this Agreement, then do not download,
install, or use the Services.
You can contact us at any time by (a) calling us at 561-665-5560, (b) emailing us
at email@example.com, or (c) writing
to us at: Locus Traxx Customer Care, 14924 Corporate Rd S, Jupiter, FL 33478.
1. STARTING YOUR SERVICE; CHANGES TO AGREEMENT
You can only get and use these Services by accepting this Agreement. The Agreement
may be amended by us, with notice to you, from time to time.
This Agreement shall take effect immediately and remain in effect until terminated
by either party or until termination as expressly provided for under this Agreement.
Pricing is based on country of use.
Price Per Trip
Within the US
US to Canada or Canada to US
Canada to Canada
US to Mexico or Mexico to US
Mexico to Mexico
You are responsible for making payment for Services based on your use of the Services.
Terms are net thirty (30) calendar days from date of receipt of Services (including,
but not limited to the monitoring equipment) or as Services are used, whichever
is earlier. Locus Traxx shall have the right to immediately cancel your Services
if you fail to timely pay us as required hereunder. Any such failure to pay shall
constitute a material breach of this Agreement by you. Payment for all Services
rendered by Locus Traxx shall be at our then current rates.
5. TAXES AND OTHER CHARGES
You shall also be responsible for paying all taxes, fees and surcharges set by the
government, whether international, national, state, or local, and charged to you
6. YOUR RIGHT TO CANCEL; TRANSFER YOUR SERVICE
You must cancel in writing and submit your written cancellation to us via registered
mail. Your account must be paid in full and all SmartTraxxTM Hardware
returned and accounted for before a cancellation request will be considered complete.
Upon termination, you must destroy all copies of any software we have provided and
cease using the Services. You cannot transfer your Services.
7. OUR RIGHT TO CANCEL OR SUSPEND YOUR SERVICE
WITHOUT CAUSE: We may terminate your Services without cause. If we terminate your
Services without cause, then we will give you 30 calendar days notice prior to the
effective date of termination, after which your account will be deactivated and
your Services will terminate. This means that we can decide to cease providing the
Services to you at any time and for any reason, even for reasons unrelated to you
or your account with us. In such a case, we will refund any amounts you have paid
in advance of the termination date.
WITH CAUSE: We may terminate your Services without prior notice to you for any good
cause. This means, for example, we can terminate your Services immediately if you
breach any part of this Agreement, do not pay amounts that are due to us or one
of our Third Party Service Providers as defined in Section 11 (Your Duties and Responsibilities),
below, interfere with our efforts to provide Services, interfere with our business,
or if you use the Services for illegal or improper purposes. You do not have any
right to have your Services reactivated, even if you cure any of these problems.
We may, in our sole discretion, allow reactivation of your Services. We can suspend
or terminate your Services for any reason.
Within ten (10) days after the termination or expiration of this Agreement, you
must return all software and hardware provided by us for the provision of the Services.
The foregoing return requirement shall not apply to deliverables for which you have
paid us in full.
8. CHANGES BY YOU TO YOUR SERVICES
You are the only person who can request to change your Services. It is your responsibility
to update us if you wish to change or add to the list of people who can change your
Services. You can make certain changes to your Services via your online account.
For all other changes, you may submit to us a change request concerning the Services
to us in writing. On receiving a change request, we will evaluate the request at
its then current rates and charges and provide a written response, which will include
the impact such proposed changes will have on the fee for the Services and whether
we agree to make such changes. These changes become part of this Agreement between
you and us.
9. CHANGES BY US TO YOUR SERVICES
We may change your Services at any time after giving thirty (30) days prior written
notice to you. These changes become part of this Agreement between you and us. You
do not have any rights to the wireless phone number or satellite number assigned
to your Services. We can change either number at any time.
10. SYSTEM LIMITATIONS
Your Service works using our system which receives Global Positioning System ("GPS")
satellite signals and communicates with our data center via wireless communication
networks. We use commercial mobile wireless services purchased from one or more
third-party providers (the "Underlying Wireless Carrier"). NOT ALL SERVICES ARE
AVAILABLE EVERYWHERE, PARTICULARLY IN REMOTE OR ENCLOSED AREAS, OR ON ALL CARS,
AT ALL TIMES.
Your Services have many limitations including, but not limited to, the following:
a) The quality of your Services may be impaired by hills, tall buildings, tunnels,
weather, electrical system design and architecture of your vehicle, damage to your
vehicle or wireless phone network congestion; b) Services are not available if GPS
satellite signals are not working or the signals are obstructed and programming
limitations of our system may impair our ability to determine your vehicle or equipment’s
precise location; c) Services will be interrupted in areas where the Underlying
Wireless Carrier we hired for that area has limited coverage; f) The location data
we provide to you is based on the most current map information available to us,
but may be inaccurate or incomplete, our map data may not include information about
construction projects, seasonal roads or new roads; e) Services can fail or be delayed
by acts of nature, or forces or causes beyond our reasonable control, including
but not limited to weather conditions and the results thereof, public utility failure,
acts of war, government actions, terrorism, civil disturbances, or System failures
including internet, computer, telecommunication or other system failures. If the
Underlying Wireless Carrier terminates or restricts service, Services will not be
available, UNDER THIS CIRCUMSTANCE, SOME OR ALL OF YOUR SERVICES MAY BE SUSPENDED
OR TERMINATED WITHOUT PRIOR NOTICE TO YOU OR WITHOUT ANY LIABILITY TO LOCUS TRAXX,
LOCUS TRAXX’S THIRD PARTY SERVICE PROVIDERS, THE UNDERLYING WIRELESS CARRIER OR
ANY THIRD PARTY BENEFICIARY.
11. THIRD PARTY SERVICE PROVIDERS AND BENEFICIARIES
We work with many different companies, individuals and government entities to provide
you with your Services. In this Agreement "Third Party Service Provider" means any
person, company or entity who provides any service, System or facilities in connection
with your Services. We will use reasonable efforts to contact appropriate Third
Party Service Providers for help when you ask for it or when the System signals
for it, but we cannot promise prompt responses from the Third Party Service Providers.
Any Third Party Service Provider involved in delivering your Services are intended
third-party beneficiaries of the protections of this Agreement. This Agreement does
not give you any rights against any of the Underlying Wireless Carriers or other
Third Party Service Providers.
The disclaimers, warranties, limitations of liability and other protections of this
Agreement extend to these third-party beneficiaries. We do not make any warranty
of any kind, whether express or implied with regard to any Services provided to
you by the Third Party Service Providers. We expressly disclaim all warranties,
express and implied, including, but not limited to, the implied warranties of merchantability,
fitness for a particular purpose, and title/non-infringement with regard to Services
provided by Third Party Service Providers. You should consult the respective
Third Party Providers for warranty and performance information regarding the provision
of the Services.
12. YOUR DUTIES AND RESPONSIBILITIES
It is your responsibility to make sure your System is installed properly.
Your use of these Services relies upon you following the Locus Traxx Best Practices
as outlined on this site and in the welcome package you receive from Locus Traxx
prior to your first use of these Services. Provided you follow the Locus Traxx Best
Practices, Locus Traxx will be repair or replace any Locus Traxx Hardware
that is lost or damaged while in transit. You will be responsible only for hardware
lost or damaged while in your control.
YOU ARE SOLELY RESPONSIBLE FOR ANY USE OF THE SERVICES, EVEN IF YOU ARE NOT THE
ONE USING IT, AND EVEN IF YOU LATER CLAIM THE USE WAS NOT AUTHORIZED. YOU ARE ALSO
SOLELY RESPONSIBLE FOR THE SERVICES REQUESTED BY YOU. Neither we nor any Third Party
Service Provider has any obligation to inquire about the authority of anyone using
your vehicle or equipment.
You are responsible for any content you add to the database that
resides on the Locus Traxx servers except as otherwise agreed upon with Locus Traxx,
for the backup hereof. This includes contact information, alerts settings and other
inputs. You are also responsible for making, at your own expense, any changes or
additions to your current system, software, and hardware that may be required to
support operation of the Services. You shall comply with all applicable international
and national laws that apply to the use of the Services, including the U.S. Export
Administration Regulations, as well as end-user, end-use and country destination
restrictions issued by the U.S. and other governments.
When you use the Services, you promise:
(1) not to use your Services for any fraudulent, unlawful, or abusive purpose, or
in any way that interferes with our provision of Services to our other customers;
(2) not to abuse or do anything to damage our business operations, services, reputation,
employees, facilities, or Third Party Service Providers of your Services;
(3) not to use any content you receive through the Services except as expressly
authorized by us;
(4) not to resell, copy, store, reproduce, distribute, modify, display, publish,
perform, transmit, broadcast, or create derivative works from any content you receive
through your Services; and
(5) not to use any content you receive through your Services for commercial purposes.
If you do any of these things, you agree you will be responsible for any amount
anyone else claims from us or our Third Party Service Providers, plus any expenses,
resulting in whole or in part, from that use or your actions.
13. YOUR PRIVACY
Because your Services are provided through wireless networks, we cannot promise
that your communications will not be intercepted by others. You agree we will not
be liable for any damages for any loss of privacy occurring in communication over
14. NO WARRANTIES ON INFORMATION OR SERVICES
Warranties are special kinds of promises. Neither Locus Traxx nor any of its third-party
partners makes ANY WARRANTIES, EXPRESS OR IMPLIED, about the Services (including
the content or other information delivered to you as part of the Services), the
wireless service used in connection with your System, including any warranty of
merchantability or fitness for a particular purpose. ALL DATA, INFORMATION AND SERVICES
ARE PROVIDED TO YOU ON AN "AS IS" BASIS. This means we make no warranties in connection
with the content quality, accuracy, timeliness, completeness, correctness, reliability,
merchantability, or fitness for a particular purpose. All warranties with respect
to the Services, the wireless service or any system used by a Third Party Service
Provider are expressly disclaimed and excluded by this Agreement. We do not warrant
that the Services will meet your requirements, or that the Services are compatible
with any particular hardware or software platform, or that the operation of the
Services will be uninterrupted or error-free, or that defects in the Services will
be corrected. Furthermore, we do not warrant or make any representation regarding
the use or the results of the use of the Services in terms of their correctness,
accuracy, quality, reliability, security, appropriateness for a particular task
or application, or otherwise. No oral or written information or advice given by
Locus Traxx, Underlying Wireless Carriers, Third Party Service Providers, or Locus
Traxx’s authorized representatives shall create a warranty or in any way increase
the scope of this warranty.
15. LIMITATIONS OF LIABILITY
You cannot recover from us (1) punitive damages, (2) treble, consequential, indirect,
or special damages, or (3) attorney's fees.
YOU WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW ANY CLAIM FOR DAMAGES, INCLUDING
BUT NOT LIMITED TO ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OTHER THAN
DIRECT, COMPENSATORY DAMAGES AS LIMITED IN THIS AGREEMENT. IN ADDITION, IN NO EVENT
DOES LOCUS TRAXX AUTHORIZE YOU TO USE THE SERVICES WHERE LOCUS TRAXX’S FAILURE TO
PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN A SIGNIFICANT PHYSICAL INJURY, OR
IN LOSS OF LIFE. ANY SUCH USE BY YOU IS ENTIRELY AT YOUR OWN RISK, AND YOU AGREE
TO HOLD LOCUS TRAXX HARMLESS FROM ANY CLAIMS OR LOSSES RELATING TO SUCH UNAUTHORIZED
Neither we nor the Underlying Wireless Carrier, nor any Third Party Service Provider
or beneficiary will be liable to you or any other party for consequential, indirect,
incidental, special, exemplary, or punitive damages (including without limitation,
loss of business, business interruption, loss of data, loss of business information,
or lost profits) in connection with the Services or the System, even if we, the
Underlying Wireless Carrier, or Third Party Service Provider or beneficiary is aware
of the possibility of such damages. These limitations apply to all claims, including,
without limitation, claims in contract and tort (such as negligence, product liability
and strict liability). Some states do not allow the exclusion or limitation of incidental
or consequential damages, so those particular limitations may not apply to you.
If we, the Underlying Wireless Carrier, or any Third Party Service Provider or beneficiary
are found liable to you for any reason, you agree that the total, aggregate liability
of all these parties to you for any claim, damages losses, or causes of action is
limited to the total amount paid by you for the Services giving rise to the liability.
Neither us, the Underlying Wireless Carrier nor any Third Party Service Provider
or beneficiary would have agreed to provide the Services to you if you did not agree
to this limitation. This amount is the sole and exclusive liability of us, the Underlying
Wireless Carrier and the Third Party Service Provider or beneficiary to you, and
is payable as liquidated damages and not as a penalty. Except where prohibited by
law, you may not bring any claim against us, the Underlying Wireless Carrier or
any third-party beneficiary more than one year after the claim arises. Notwithstanding
the foregoing, we shall not be liable for defects in or failures of third party
equipment and/or software, or for defaults by, or defects in Services rendered by
third parties. This limitation of liability shall apply even if the express warranties
set forth above fail of their essential purpose.
We do not have any liability for service interruptions of 24 hours or less. To receive
service credit for longer interruptions, you must notify us within 60 days after
the time when that service interruption started. Except for any credits provided
voluntarily by us for interrupted service as described above, no one is liable to
you for interrupted service, or for problems caused by or contributed to by you,
by any third party, by buildings, hills, tunnels, network congestion, weather, or
any other things we or our Third Party Service Providers don't control.
Limitations of Liability by You
For yourself and for anyone else claiming under you, you agree to release and discharge
Locus Traxx and its Third Party Service Providers, their parents, affiliates, and
subsidiaries, and the respective officers, directors, and employees, and the Underlying
Wireless Carrier and each third-party beneficiary from all claims, liabilities and
losses in connection with the Services, including, but not limited to claims for
personal injury or property damage arising from the total or partial failure of
performance of the Services, even if caused by the negligence of us or the malfunction
of the Services. You agree to indemnify, protect and defend us, the Underlying Wireless
Carrier and each third-party beneficiary against all such claims, damages, expenses,
liabilities and losses (including but not limited to reasonable attorneys’ fees
and all related costs and expenses) incurred by us as a result of any claim, judgment,
or adjudication against us or related to or arising from a claim that our use of
any content you provide to us, as permitted under this Agreement, infringes the
copyright and trade secret rights of a third party.. You further agree that this
release extends to any party claiming under you and that no insurance company will
have any right of subrogation.
YOU AGREE TO WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIM FOR DAMAGES OTHER
THAN DIRECT, COMPENSATORY DAMAGES AS LIMITED IN THIS AGREEMENT.
You agree that you have no contractual relationship whatsoever with our Underlying
Wireless Carrier(s) and that you are not a third-party beneficiary of any agreement
between us and our Underlying Wireless Carrier(s). In addition, you expressly agree
that none of our Underlying Wireless Carrier(s) have any legal, equitable, or other
liability of any kind to you. You waive any and all claims or demands for such liability.
You agree that the limitations of liability and indemnities in this Agreement will
survive even after the Agreement has ended. These limitations of liability apply
not only to you, but to anyone using your Services, to anyone making a claim on
your behalf, and to any claims made by your family, employees, customers, or others
arising out of or relating to your Services or System.
We both recognize that we will have access to confidential proprietary information
and or trade secrets of each other. You specifically acknowledge that the Services
constitute valuable trade secrets of Locus Traxx. Accordingly, we agree that all
of the non-public information shall be kept in the strictest confidence and shall
not be revealed to any third parties for any purpose other than as specified in
this Agreement, without the prior written consent by you or us. Each party agrees
to take all reasonable steps to ensure that confidential proprietary information
of the other is not disclosed or distributed by its employees, agents or contractors
in violation of the provisions of this Agreement. Each party’s confidential proprietary
information shall remain the sole and exclusive property of that party. Each party
acknowledges that any use or disclosure of the other party’s confidential proprietary
information other than as specifically provided for in this Agreement may result
in irreparable injury and damage to the non-using or non-disclosing party. Accordingly,
each party hereby agrees that, in the event of use or disclosure by the other party
other than as specifically provided for in this Agreement, the non-using or non-disclosing
party may be entitled to equitable relief as granted by any appropriate judicial
body. This provision shall survive the termination of this Agreement.
You may provide suggestions, comments or other feedback to us with respect to our
Services. Feedback is voluntary and we are not required to hold it in confidence.
Feedback may be used for any purpose without obligation of any kind. We may use
any technical information we derive from providing the Services relating to problem
resolution, troubleshooting, product functionality enhancements and fixes, for our
knowledge base and Services generally for all our clients.
17. INTELLECTUAL PROPERTY
You represent and warrant that your use of the Services shall not infringe the intellectual
property or other proprietary rights of Locus Traxx or any other third party. You
further acknowledge that all right, title and interest in any and all technology,
including the software that is part of or is provided with the Services and any
trademarks or service marks of Locus Traxx is vested and shall remain in Locus Traxx
or its licensors. You shall have no interest in any of the intellectual property
of Locus Traxx. However, we agree that upon receipt of payment in full of the fees
associated with the Services, you may use the Services (subject to the restrictions
in this Agreement),you’re your own internal business purposes. In the event, by
operation of law or otherwise, you are considered the owner of any intellectual
property rights in the Services, you hereby irrevocably and perpetually assigns,
conveys, and transfers all such rights to us. You shall not copy, translate, modify,
distribute, decompile, reverse engineer, reverse assemble, or disseminate the intellectual
property or to use it in a manner other than for the Services or grant a third party
to do so.
We both represent and warrant that we have the right and authority
to enter into this Agreement and that by entering into this Agreement it will not
violate, conflict with or cause a material default under any other Agreement.
19. HOW WE'LL RESOLVE DISPUTES BETWEEN US
If you and we have a disagreement related to Services, we will try to resolve it
by talking with each other. If we cannot resolve it that way, WE BOTH AGREE, TO
THE FULLEST EXTENT PERMITTED BY LAW, TO USE ARBITRATION, CONDUCTED BY THE AMERICAN
ARBITRATION ASSOCIATION, NOT LAWSUITS TO RESOLVE THE DISPUTE. Each party shall bear
their own expenses.
THE LAW AND JURISDICTION THAT GOVERNS OUR RELATIONSHIP. To the fullest extent permitted
by law, and except as explicitly provided otherwise, this Agreement and any disputes
arising out of or relating to it will be governed by the laws of the state of Florida
and each party consents to the personal jurisdiction of the federal and state courts
located in Palm Beach County, Florida for any actions. Moreover, any arbitrations
shall take place in Palm Beach County Florida.
FORCE MAJEURE. Neither we, nor the Underlying Wireless Carrier and Third Party Service
Providers will be responsible for the failure or delays to provide Services to you
if caused by any of the following: any act or omission (including interruption of
cellular service) of any Third-Party Service Provider; system failures or shortages;
damage to our-designated data center, any land or wireless communications networks
or the GPS system; acts of nature, labor strikes or war; or any other act or event
that is outside of our reasonable control. UNDER ANY OF THESE CIRCUMSTANCES, WE
MAY AT OUR OPTION SUSPEND OR TERMINATE ALL OR SOME OF THE SERVICES OR TERMINATE
THIS AGREEMENT WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY; MOREOVER,
YOU WILL NOT BE ENTITLED TO A REFUND OR CREDIT.
EXPORT CONTROLS. You agree not to export or re-export the Services, including the
software, to any country in violation of the export control laws of the United States
HOW WE CAN COMMUNICATE WITH EACH OTHER. Any written notice from you required by
this Agreement will be considered effective when we receive it at our address provided
in the first paragraph of these Terms and Conditions. Any written notice from us
required by this Agreement will be considered effective as of the date we send it
to you by email to any email address you have provided to us in the first paragraph
of these terms and conditions, or as of the date of delivery, based on the postmarked
date, if the notice is sent by personal delivery, overnight commercial courier or
other guaranteed delivery at the most current billing address we have on file for
you. Any oral notices will be considered given when we call you or when you call
us at the appropriate number provided in the first paragraph of this Agreement.
OUR RELATIONSHIP WITH YOU. No matter what else it says, this Agreement does not
create any fiduciary relationships between you and us, or between you and any of
the Third Party Service Providers. It does not create any relationship of principal
and agent, partnership, or employer and employee, either.
WE CAN ASSIGN THIS AGREEMENT. We can assign this Agreement or your obligations to
pay under it in whole or in part to anyone we choose. You cannot assign this Agreement
or your obligations to anyone else without our prior consent.
THIS IS THE ENTIRE AGREEMENT. This Agreement is the entire Agreement between you
and us. It supersedes all other agreements or representations, oral or written,
between us, past or present. If any part of this Agreement is considered invalid
by a court or arbitrator, the rest of it will remain enforceable.
All rights of any kind in the Services which are not expressly granted in this Agreement
are entirely and exclusively reserved to and by Locus Traxx.
Even after this Agreement has ended, its provisions will govern any disputes arising
out of or relating to it (unless it's been replaced by a new agreement between us).
It will also be binding on your heirs and successors and on our successors. No waiver
of any part of this Agreement, or of any breach of it, in any one instance will
require us to waive any other instance or breach.
IN SOME CIRCUMSTANCES WE MIGHT DECIDE TO PROVIDE YOU SERVICES VOLUNTARILY EVEN IF
YOU WOULD NOT OTHERWISE QUALIFY. THIS WILL NOT BE A WAIVER OR REQUIRE US TO DO SO
AGAIN. YOU AGREE WE WILL NOT BE LIABLE FOR ANYTHING RESULTING FROM OUR PROVISION
OF SUCH SERVICES.
You acknowledge that you have read and understand this Agreement (including any
on line orders forms, attachments, schedules, addenda and amendments) and are not
entering into this Agreement on the basis of any representation not expressly set
forth in it. You further acknowledge and accept that this entire Agreement and its
attachments are provided in the English language only.
BY CLICKING "I ACCEPT THE TERMS AND CONDITIONS" checkbox below, YOU AGREE TO
BE BOUND BY THIS AGREEMENT REGARDING THE SERVICES.
"After all the steps I take to assure food quality, it’s frustrating to have temperature
abuse during transportation cause shorter shelf life or product spoilage.
With OverSight™ I don’t have to worry about every shipment. Intelligent Alerts notify
me if there is something that needs my attention. I get a message with all the information
I need to act quickly."
Intelligent Alerts notify me if a trailer has a door open and is not at a scheduled
stop. I can also see how long a door is left open. Both events improve the security
and quality of my shipments."
"I want my products to be as fresh when they are delivered as when I load them.
But once I put my products on a truck, I used to lose all control over product quality.
With OverSight™, I’m able to continuously monitor the shipment, door security and
location of every shipment. If something happens, I can contact my customer and
either request special handling, a closer inspection, or let them know I’m sending
a replacement shipment."
"I use the sensor and location information gathered and reported by OverSight™ to
review our practices. Should I change routes? Do some drivers handle certain routes
better than others? Do some trailers seem to hold temperature better on routes with
I can use the detailed in transit monitoring data to make changes that improve my
performance and better maintain the quality of my products. Reviewing reports after
I make the changes confirms the improvement."
Contact Us | Terms
Copyright © 2009 - 2012 Locus Traxx. All Rights Reserved.
Locus Traxx - 630 14924 Corporate Rd S, Jupiter, FL 33478