1. This Agreement is by and between Laipac Technology Inc. (“Laipac”) and customer identified down below (“Customer”) and is comprised of these terms and conditions, the applicable Rate Plans and/or Schedules below, or subsequently published or updated by Laipac (collectively, the “Agreement”), and is the entire Agreement between the parties. This agreement also covers distributor reselling the Laipac devices and services to its Customers or to referred Customers that have a direct relationship with Laipac.
2. Effective Date.
This Agreement shall become effective upon Agreement Date on the Invoice’s Date.
3. Services. Laipac shall provide wireless network access and web service access which are collectively known as the “Services”. Laipac may update or modify the services as required to maintain availability of the services from time to time upon 30 days’ prior notice to Customer. Customer will be provided with:
3.1 Active SIM cards
3.2 Access to Data and/or Voice, based on the service plan.
3.3 Access to www.LocationNow.com and LocationNow apps.
4. Rate Plan. By executing this Agreement or by using the Services, Customer is deemed to have accepted the terms and conditions of the applicable Rate Plan shown on the order form. Specific features of the Rate Plan may change from time to time at Laipac’s discretion upon 30 days’ prior notice to Customer. Note all applicable State, Provincial and Federal taxes may apply. Shipping charges are extra.
5. Termination. If for any reason, Customer chooses or causes to terminate the service before the end of this agreement, an Early Cancellation Fee (ECF) will apply. The ECF for each device is the greater of the (i) $100 or (ii) applicable rate per month remaining in this agreement (plus applicable taxes).
6. Restricted Uses.
6.1 The Service is available for Real Time location devices produced by Laipac Technology Inc. only.
6.2 The Customer shall not use the Service for any purpose contrary to law or regulation, for disturbing or annoying any person or in such manner as to interfere with the use of the Service by any other Customers or provision of the Services by Laipac.
6.3 The Customer shall abide by all rules and regulations governing the use of the Service that may be issued or adopted by Laipac from time to time and provided to the Customer. Continued use of the Services following changes to the rules or regulations is deemed by Laipac to be Customer’s agreement to comply with such changes.
6.4 Customer will not acquire any rights whatsoever in or to the Services by virtue of this Agreement. Except for the limited license to the Application as granted herein, all right, title and interest in and to the Services (including all copyright) are hereby reserved by Laipac.
7. Rights. The Customer will not have nor acquire any property rights or any other rights to any phone number designated for it by Laipac. Laipac may change any phone number designated for the Customer at any time providing 30 days’ advance written notice of the change. Laipac will not be liable for any costs, losses, damages, expenses or liabilities or other amounts resulting from any change to any phone number.
8.1 The Customer shall pay to Laipac all charges relating to the use of the Service by pre-authorized credit card payment as specified in this agreement including:
8.1.1 Fixed yearly web and wireless service fees, and extra usage fees, including excessive data & voice usage, roaming; and
8.1.2 All applicable taxes levied upon the Service or any optional services or features.
8.2 All charges are due and payable in full within 5 days of date of invoice. Any balance unpaid after the due date will be subject to a late payment charge of 1% per month (12% per year) or the highest charge allowable at law, whichever is less. NSF payments will be subject to a $25.00 handling fee for each defaulted payment.
8.3 Any questions or discrepancies regarding charges must be reported in writing to Customer Services within 30 days of the invoice date. Failure to contact Laipac within this time period will constitute Customer acceptance of such charges.
8.4 Customer understands and agrees that roaming is subject to change upon 30 days advance notice to Customer, and Customer shall pay such charges. Customer understands and agrees that roaming charges may not be reported in the month used, which shall provide no basis for Customer to dispute payment of such charges.
9.1 The happening of any one of the following events shall constitute an event of default:
9.1.1 The Customer fails to make any payments due
9.1.2 The Customer fails to perform or observe any condition of this Agreement or;
9.1.3 The Customer uses the Service, including through use of non-approved devices or applications, in a manner that adversely affects Laipac’s ability to provide services to another Customer in any way whatsoever, or is contrary to law or regulation or Laipac’s rights or interests in the Services.
9.2 In the event of default, Laipac may at its sole option, at any time during the term of the Agreement, immediately suspend the Service, without notice, or liability, and bill the Customer immediately for all outstanding charges up to the date of such suspension. The Customer shall be liable and will indemnify Laipac for the costs and expenses incurred by Laipac by reason of the default or the exercise by Laipac of its remedies in respect thereof and such costs and expenses shall be due and payable immediately upon receipt of invoice.
9.3 If the default is not cured by Customer within 15 days after suspension, Laipac shall terminate the Service and the termination is deemed to be caused by Customer, ECF as defined in clause 5 herein above shall apply.
9.4 Reconnection of Services following disconnection or suspension solely through failure by the Customer may be subject to pre-payment for Services, and reconnection fees. Reconnection of service following termination or suspension for any other reason will require Customer to comply with any current certification or testing requirements. Laipac accepts no responsibility for successful re-establishment of service by Customer’
10. Limitation of Liability.
10.1 Laipac makes no representation or warranty, expressed or implied, written or oral, legal, statutory, customary or otherwise, respecting any network, services or device, or any other equipment or software used by the customer in connection with the service. All implied warranties and conditions are expressly disclaimed to the fullest extent permissible at law.
10.2 Except as to any written limited warranty that may be provided, all service and equipment is provided on an “AS IS” and “WITH ALL FAULT” basis, and without warranties of any kind. Customer assumes all responsibility and risk for use of the service or equipment.
10.3 Laipac does not guarantee the uninterrupted working of the Service or of any related equipment or hardware, and shall not be liable to Customer, or other person or entity for any damages whatsoever and howsoever caused, including direct, indirect, incidental, consequential, exemplary or punitive damages or those resulting from defective equipment or hardware, or resulting from failure to provide Service for any cause whatsoever, mistakes, omissions, interruptions, delays, errors in transmission, defects in transmission, failures or defects in Service or equipment or from any other cause including the failure to transmit which is caused by Acts of God, fire, explosion, war, terrorism, riots, strikes, lockouts, picketing, boycotts, usage concentrations, modifications, upgrades, relocation and repairs of transmission facilities, acts of government authorities or by other causes beyond its control.
10.4 Customer agrees that Laipac shall not be responsible for such interruptions of Service or the inability to use the Service outside the Territory.
10.5 Customer understands that Laipac cannot guarantee the quality of the GPS signal and the security of wireless transmissions and will not be liable for any lack of security relating to the use of the Service.
10.6 In any event, regardless of the form of action, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, Customer’s exclusive remedy and the total liability of LocationNow and/or any supplier of Services to Customer arising in any way in connection with this Agreement, for any cause whatsoever, including but not limited to any failure or disruption of Service provided shall not exceed the fees paid by Customer in the one-month period immediately preceding the claim. In no event shall Laipac and/or any supplier of Services be liable for any cost, delay, failure or disruption of Service, lost profits, or incidental, special, punitive or consequential damages.
10.7 Customer shall indemnify, defend and hold Laipac and/or any service supplier and the officers, employees and agents of each of them harmless from and against all claims, causes of action, losses, expenses, liability or damages (including reasonable attorneys’ fees and costs), and including without limitation for any personal injury or death, arising in any way directly or indirectly in connection with this Agreement; the provision or use of the Service; or the use, failure to use or inability to use the Service. This provision shall survive the termination of the Agreement.
11. No Agency Relationship.
Customer acknowledges that this Agreement does not create an agency, joint venture, partnership, employment relationship, franchise or third party beneficiary rights with Laipac. Customer shall not have the authority to bind Laipac and LocationNow in any manner.
12.1 This Agreement constitutes a legal binding agreement between Laipac and the Customer and is the entire Agreement between Laipac and the Customer. Laipac may change these terms and conditions at any time upon notice to Customer.
12.2 A failure by Laipac and LocationNow to enforce any right under this Agreement shall not at any time constitute a waiver of such right or any other right, and shall not modify the rights or obligations of either party under this Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be deemed severed from the Agreement and replaced with a provision mostly closely reflecting the intent or the severed provision as is allowable at law, and the other provisions shall remain in full force and effect.
12.3 The original of this Agreement has been written in English and Customer waives any right it may have under the laws of its territory to have this Agreement written in any other language. Customer represents that it has the ability to read and write in English and has read and understood this Agreement. If this Agreement is translated into a language other than English, the English version and interpretation shall govern and prevail. This Agreement will be governed by the laws of the Province of Ontario Canada.
12.4 Notification is deemed to be received the second day by using one or more of the following method based on the information provided by Customer down below: (i) letter mailed to mailing address; (ii) email to the email address of firstname.lastname@example.org or (iii) call the phone number to speak to the Customer or leave a message.
13. Survival. All provisions which by their nature are intended to survive termination or expiration of this agreement shall survive termination or expiration for any reason, including Customer’s obligations of payment, the limited warranties and limitations of liability In addition shall survive termination of this Agreement.