Changes to Online Service
Agreement effective 23 July 2009
Because of changes in the
business processes used by Supplier and a number of its distributors and
resellers, some changes have been made to the Online Services Agreement.
The first of these is that
all Users and Customer Account Administrator must confirm that they
accept the terms and conditions of the Online Services agreement each
time they access the system. Since all users obtain their passwords and
hence their ability to access the Services from the Registrant, we have
provided that acceptance of the terms and conditions by a user shall be
deemed acceptance by Registrant. The wording above the "I
Accept" button reflects this change.
There have also been
changes to a number of housekeeping type of provisions. The first of
these is the requirement that the Registrant ensure that its Users all
comply with the terms of the Online Services Agreement. The definition of
Customer Account Administrator has been simplified.
Section 2.2 has been modified
to make it clear that Users are only to use the Services for the benefit
of the Registrant.
Section 3.1 (a) makes it
clear that breach by anyone accessing the Services through Registrant
shall constitute a breach by Registrant.
Section 7 was modified to
make it clear any warranties to Registrant should come directly from the
Reseller and not from Supplier. The Supplier does not make any warranties
under this Agreement.
Section 9 was amended to
make it clear that any act or omission of a User which gives rise to
damages will create an obligation on Registrant to indemnify Supplier.
Online Services Agreement
This Online Services
Agreement (the "Agreement") is a contract between Troo
Corporation, a corporation incorporated under the laws of Ontario,
Canada having an office at 43 Auriga Drive, Suite 102, Ottawa, Ontario,
Canada K2E 7Y8 (hereinafter referred to as "SUPPLIER"), and the
In consideration of
SUPPLIER providing the Service (as defined below), the Registrant agrees
to pay the Fees and to comply and ensure that its Users comply with the
terms and conditions of this Agreement.
For purposes of this
Agreement, the following capitalized terms shall have the meanings
ascribed to such terms in this Article 1 unless the context otherwise
"Account" means an
online account that is set up on SUPPLIER's web site and server for the
Registrant pursuant to which the Services are delivered by SUPPLIER and
managed by the Account Administrator on behalf of the Registrant.
"Account Administrator" means the
individual who is responsible for the ongoing management and
administration of the Registrant's Account.
this Online Services Agreement as may be amended from time to time in
accordance with the provisions hereof.
"Data" means all
data belonging to the Registrant, which is created and or obtained in the
course of delivering the Services.
"Device" means a
means a wireless location device that tracks location and other
parameters of an asset on which the Device is mounted or carried, and
transmits its location and other data to a central location via a
"Fees" means the
fees payable by Registrant to the Reseller pursuant to the Reseller
means patents, trademarks, service marks, registered designs,
applications for the foregoing, copyright, design rights, know-how,
confidential information, trade and business names and any other similar
protected rights in any country.
"Registrant" means the
entity in whose name the Account is registered.
"Reseller" means a
third party that is authorized to offer the Services to the Registrant,
and provide the Registrant with technical support for the Services.
means the agreement made between the Reseller and the Registrant pursuant
to which the Reseller agrees to make the Services available to the
those Services offered by SUPPLIER over the Internet, as the same are
described in Schedule "A", together with such additions,
changes and deletions thereto as SUPPLIER may from time to time deem
"User" means an
individual who is an employee or contractor of the Registrant who is
permitted to access the Registrant's Account (with his/her own unique
User name and password) in order to use the Services.
shall provide the Services to the Registrant over the Internet, and all
Data shall reside on servers controlled by SUPPLIER, or its subcontractor.
shall maintain a separate Account for the Registrant.
Account shall contain such information as is reasonably necessary to use
the Services and as may be reasonably required by SUPPLIER in order to
provide the Services and to permit the Reseller to invoice the Registrant
for the Services.
User shall access and use the Services solely in connection with his/her
employment with Registrant or in connection with his/her contract for
services with Registrant, as applicable. Any other use of the Services is
strictly prohibited and shall constitute a breach of this Agreement by
OF DELIVERY OF SERVICES
may terminate the Registrant's use of the Services:
if Registrant or anyone accessing the Services through Registrant is in
breach of this Agreement or has done anything or failed to do anything
that would constitute a breach of the Reseller Agreement;
b. on 15 days
notice to Registrant, if the Reseller is in default under the terms of
any agreement made between SUPPLIER and the Reseller in respect of the
Services or; to the extent that the Reseller has been authorized by a
distributor to make the Services available, if that distributor is in
default under the terms and conditions of any agreement made between the
distributor and SUPPLIER;
30 days notice if the Registrant's Account is inactive, meaning that no
Devices or Users are registered to use the Services, for a period of 12
in the case of technical difficulties, including, without limitation,
incompatibility of the Registrant's Devices with the Services;
thirty (30) days notice, without cause;
termination of the agreement that entitles the Reseller or the distributor
to resell the Services to Registrant, in which case SUPPLIER shall have
the option of providing the Services directly to the Registrant, and in
such case, SUPPLIER shall be permitted to contact the Registrant to
obtain the information needed to provide the Services directly to
Without prejudice to any
other remedies which either party may have in respect of any breach of
this Agreement, the parties hereby agree that, upon termination of this
Agreement for any reason in accordance with the terms hereof, neither
party shall be entitled to any damages or other compensation from the
other as a result of such termination.
Registrant acknowledges and
agrees that SUPPLIER will need to regularly back up Data files in order
to be able to recover from a system failure. SUPPLIER will keep such
back-up files in a secure location. Upon termination of the delivery of
Services, SUPPLIER shall destroy all of Registrant's Data, except for Data
that may be stored on back-up files. To the extent that any of the Data
is personal information, Registrant shall so advise SUPPLIER and
Registrant shall be responsible for ensuring that it has obtained all
consents from the owner of such personal information in order to permit
SUPPLIER to provide the Services under this Agreement. SUPPLIER considers
Registrant's Data to be confidential and will not share such Data with
external agencies for purposes of marketing, analysis or commercial gain.
Registrant has been assigned an Account name and the Account
Administrator a password for the purpose of setting up and managing
Registrant's Account. The Registrant is responsible for maintaining the
confidentiality of the password and Registrant's Account. The Registrant
is fully responsible for all activities that occur under the Registrant's
Account. The Registrant shall immediately notify SUPPLIER of any
unauthorized use of the password or Account or any other breach of
of Data to Create Statistical Information
Registrant acknowledges and
agrees that SUPPLIER will have the right to use the Data anonymously,
together with data from other registrants, to generate statistical data
that will provide useful performance metrics, such as uptime and service
level, of the online tracking system. SUPPLIER may provide these
performance metrics to the Registrant and to other SUPPLIER's
registrants, resellers and/or distributors.
AGREEMENT AND ACKNOWLEDGMENTS
agrees and acknowledges that:
using the Services the Registrant agrees to be bound by the terms of this
order to use the tracking Service, Registrant has purchased or leased one
or more Devices from the Reseller or some other party and has entered
into an agreement with the Reseller or some other party to have access to
a communications network that will transmit Registrant's Data to
the Device(s) nor the communications network(s) that transmit(s) the Data
are the responsibility of SUPPLIER and any failure in the performance of
a Device or the communications network, including the failure to transmit
Data to SUPPLIER's servers in a timely and reliable manner may disrupt
the delivery of the Services;
is not an agent of SUPPLIER and does not have the authority to represent,
act for or in any way bind SUPPLIER;
Registrant may not transfer or resell its use of or access to the
Services to any third party;
Registrant is responsible for all activities that occur under
reserves the right at any time and from time to time to modify or
discontinue, temporarily or permanently, the Services (or any part
thereof) with or without notice. Registrant agrees that SUPPLIER shall
not be liable to Registrant or to any third party for any modification,
suspension or discontinuance of the Services;
that the Account Administrator has been authorized by the Reseller, the
Account Administrator may add Devices, Users or additional Services to
the Registrant's Account all or some of which may require the payment of
additional Fees, in accordance with the terms of the Reseller Agreement.
The Account Administrator shall advise the Reseller promptly if Devices,
Users or additional Services are added to Registrants Account and shall
pay any additional Fees that may be payable in respect of such additional
Devices, Users or Services added to Registrant's Account;
Reseller is responsible for providing technical support to Registrant;
Registrant acknowledges and agrees that SUPPLIER has no obligation to
provide technical support directly to the Registrant;
acknowledges that SUPPLIER may amend this Agreement from time to time.
SUPPLIER will provide Registrant with notice of such amendments by
posting a notice on SUPPLIER's web site, and/or by providing notification
to the Registrant's Account Administrator when he/she logs on to use the
Services. The notification will include a summary of the changes, and the
completed text of the modified Online Services Agreement. Registrant's
Account Administrator must choose to either accept the modified Online
Services Agreement or stop using the Services. If SUPPLIER only provides
notification on its website that the Online Services Agreement has been
amended, the amendment(s) shall be deemed to be effective seven (7) days
after the notice of such amendment(s) is posted on SUPPLIER's website.
Registrants shall be deemed to have accepted the amendments if the
Registrant continues to use the Services after the amendments become
effective as set out above.
Agreement does not create, and Registrant has no rights in or to the use
of, any trademark, trade name, logo, service mark or other mark,
identification or name of SUPPLIER or any Intellectual Property Right of
shall promptly notify SUPPLIER of any known infringement or improper use
of SUPPLIER's Intellectual Property Rights. Registrant agrees to
reasonably cooperate with SUPPLIER in any action taken by SUPPLIER
against such third parties, provided that all expenses of such action
shall be born by SUPPLIER and all damages which may be awarded or agreed
upon in settlement of such action shall accrue to SUPPLIER.
ALL WARRANTIES, IF ANY, FOR
THE SERVICES ARE PROVIDED TO REGISTRANT BY RESELLER AND SUPPLIER PROVIDES
TO REGISTRANT AND ITS USERS THE SERVICES, AND ANY CONTENT OBTAINED OR
ACCESSED THROUGH THE SERVICE ON AN "AS IS" BASIS AND WITHOUT
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO
THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER, ITS
OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUPPLIERS, ADVERTISERS, AND
AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS EXPRESS,
IMPLIED OR STATUTORY OR THOSE ARISING FROM STATUTE OR THE USAGE OF TRADE,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE,
AND ALL WARRANTIES RELATING TO THE ADEQUACY, ACCURACY OR COMPLETENESS OF
Some jurisdictions do not
allow the exclusion of implied warranties, so the above exclusions may
not apply to Registrant.
SUPPLIER DOES NOT WARRANT
THAT (i) THE SERVICES WILL MEET REGISTRANT'S OR ITS USERS' REQUIREMENTS,
(ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(iii) THE DATA THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE
ACCURATE OR RELIABLE, (iv) THAT DEFECTS WILL BE CORRECTED, OR THAT THE
SERVER(S) ON WHICH THE SERVICE IS HOSTED ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS. REGISTRANT ACKNOWLEDGES THAT REGISTRANT IS
RESPONSIBLE FOR OBTAINING ACCESS TO AND MAINTAINING ALL COMMUNICATION
NETWORK, TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO
ACCESS AND USE THE SERVICES, AND ALL CHARGES RELATED THERETO. REGISTRANT
ASSUMES TOTAL RESPONSIBILITY AND RISK FOR REGISTRANT'S USE OF THE
SERVICES AND ITS RELIANCE THEREON.
IN NO EVENT SHALL SUPPLIER,
ITS EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE IN ANY WAY
WHATSOEVER UNDER THIS AGREEMENT OR IN ANY WAY RELATED TO THE SERVICES,
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR BUSINESS REVENUE, LOST
BUSINESS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER
COMMERCIAL OR ECONOMIC LOSS OF ANY KIND WHATSOEVER REGARDLESS OF HOW SUCH
COSTS, LOSSES OR DAMAGES WERE CAUSED OR AROSE AND WHETHER OR NOT SUCH
COSTS, LOSSES OR DAMAGES ARE/WERE FORESEEABLE OR SUPPLIER ITS EMPLOYEES,
AGENTS, OFFICERS OR DIRECTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH COSTS, LOSSES OR DAMAGES. SUPPLIER SHALL ONLY BE LIABLE FOR DIRECT
DAMAGES PROVIDED THAT SUPPLIER'S TOTAL CUMULATIVE LIABILITY TO REGISTRANT
FOR ALL CLAIMS FOR COSTS, LOSSES AND DAMAGES HEREUNDER FOR ANY CAUSE
WHATSOEVER SHALL IN NO EVENT EXCEED THE AMOUNTS RECEIVED BY SUPPLIER FROM
RESELLER IN RESPECT OF SERVICES PROVIDED TO THE REGISTRANT DURING THE SIX
MONTH PERIOD PRECEDING THE DATE OF THE MOST RECENT CLAIM. REGISTRANT'S
SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE
SERVICES. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF SUPPLIER FOR ALL
DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING,
WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE) SHALL BE THE TOTAL AMOUNT,
IF ANY, PAID DIRECTLY TO SUPPLIER BY REGISTRANT, FOR ACCESS TO THE
SERVICES. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL
APPLY REGARDLESS OF WHETHER THE CLAIM AROSE IN CONTRACT INCLUDING A
FUNDAMENTAL BREACH, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR UNDER
Registrant agrees to
indemnify, defend and hold SUPPLIER its officers, directors, employees,
agents and representatives harmless from and against any and all claims,
damages, losses, costs (including reasonable attorneys' fees), or other
expenses that arise directly or indirectly out of or from (a)
Registrant's violation of this Agreement; (b) Registrant's use of the Services;
(c) any act or omission of any of its Users; or (d) Registrant's
violation of the rights of any third party.
SUPPLIER may subcontract
Services from time to time. Except as otherwise provided herein, neither
party shall have the right to assign or otherwise transfer its rights and
obligations under this Agreement except with the prior written consent of
the other party, such consent not to be unreasonably withheld. Any
prohibited assignment shall be null and void. Notwithstanding the
foregoing, either party may assign its rights and obligations under this
Agreement to a parent, an affiliate, division, subsidiary or an entity,
which acquires substantially all of that party's business, which is
related to this Agreement.
This Agreement shall be
governed by and interpreted in accordance with the laws of the Province
of Ontario, Canada without regard to the conflict of laws provisions. The
parties irrevocably attorn to the jurisdiction of the courts of the
Province of Ontario. . The parties expressly exclude from this Agreement
all the provisions of the Vienna Convention, 1980 (The United Nations
Convention on Contracts for the Internal Sale of Goods).
The provisions of this Agreement
shall be deemed severable. If any provision or any part thereof is, for
any reason, held to be invalid or unenforceable in any respect under the
laws of any jurisdiction where enforcement is sought, such invalidity or
unenforceability will not affect any other provision of this Agreement
and this Agreement will be construed as if such invalid or unenforceable
provision or part thereof had not been contained therein.
SUPPLIER may modify or
amend this Agreement from time to time. Any changes SUPPLIER makes to
this Agreement will be effective seven (7) days after notice of any
change is provided to Registrant, which may be done by means including,
without limitation, posting on our web sites or via email. Registrant's
use of the Services after such notice will be deemed acceptance of such
All headings and captions
contained herein are for convenience and ease of reference only and are
not to be considered in the construction or interpretation of any
provision of this Agreement.
Numbered or lettered
paragraphs, subparagraphs and schedules contained in this Agreement refer
to sections, subsections and attachments of this Agreement
Unless otherwise specified,
all notices and other communications provided for under this agreement
shall be in writing (including e-mail, facsimile or similar electronic
communication) and mailed, hand-delivered or electronically transferred:
SUPPLIER: Troo Corporation
Auriga Drive, Suite 102
Ontario, Canada K2E 7Y8
1-613 225 8766
Woods, Chief Financial Officer
To Registrant: Via
email to Account Administrator
Any consent by any party
to, or waiver of, a breach by the other, whether express or implied,
shall not constitute consent to, or a waiver of any other, different or
subsequent breach. Failure to enforce any provision of this Agreement
shall not constitute a waiver of any term hereof.
Agreement; Governing Terms
This Agreement constitutes
the entire agreement between the parties hereto with respect to the
subject matter hereof, and cancels and supersedes any prior understanding
and agreements between the parties relating thereto. There are no
representations, warranties, terms, conditions, undertakings or
collateral agreements, express, implied, statutory or otherwise between
the parties, except as expressly set forth in this Agreement.
If YOU ARE IN AGREEMENT
WITH THE TERMS AND CONDITIONS SET OUT ABOVE CLICK THE "I
ACCEPT" BUTTON. SINCE ALL USERS OBTAIN THEIR PASSWORDS DIRECLTY OR
INDIRECTLY FROM REGISTRANT, ACCEPTANCE OF THIS AGREEMENT BY ANY USER OR
CUSTOMER ADMINISTRATOR CLICKING ON THE "I ACCEPT" BUTTON SHALL
BE DEEMED TO BE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS ONLINE
SERVICES AGREEMENT BY REGISTRANT. IF YOU ARE NOT IN AGREEMENT WITH THE
ABOVE TERMS AND CONDITIONS YOU SHOULD NOT USE THE SERVICES.
DESCRIPTION OF SERVICES
The Services are
configurable mapping and asset tracking tools that permit the collection,
processing and analysis of data from wireless Devices in a secure hosted
environment. The Services include Standard Services, and may also include
Premium Services, Customer Services, and/or Additional Services. The
features included in each of these service levels may be altered at the
sole discretion of SUPPLIER.
Standard Services provide a
suite of utilities to conduct the fundamental tasks of asset tracking.
The main components of standard services are as follows:
Gateways provide the interface between the tracking system and the client
data. Gateways may interact directly with tracking Devices, or with
client back office databases. Gateways recognize and record location and
event data and trigger alarms and notifications where appropriate.
The Administrative Suite provides the security and management framework
for all services. Authenticated users use the administrative suite to
access system applications used to configure users, Devices,
notifications/events and preferences. Access to elements of the
Administrative system may be restricted by system Administrators through
the use of access control lists and user groups.
User Management services provide integrated tools for individual user and
group management. Through group membership, users can be given or denied
access to elements of the system. All access to services is governed by
the user manager.
The Administrative suite allows for creation, deletion and alteration of
Devices and configuration of their parameters. Parameters such as read
access and display options (symbol, color, etc.) may be manipulated
individually or in a batch process with bulk edit tools.
The Administrative suite permits users to define and maintain
notification lists. Notifications lists define the recipients of alerts
and event notices. Additionally, where applicable, users may define
additional alarms and parameters for use with digital or analog Device
The system may be configured for individual users or on system wide basis
for map display settings such as customized views, units of measurement,
co-ordinate system displays, Device labels and state display, and report
settings such as location radii and automatic location geocoding.
Through the Administrative suite users can upload their own GIS data
layers to the system.
The My Locations application allows administrative users to define new
map layers, that can be used, for example, for creating points of
interest on the map.
The Administrative suite provides at least ten different reports for use
with Device data. Reports may be run on individual Devices or fleet wide
for a single or series of dates.
The Map Client Services provide management and asset visibility that is
suitable for small and large fleets of assets.
A geofences is a virtual boundary on a geographic region that can be
created by users to trigger alarms and/or notifications. Geofences may be
created using the drawing tools, or (for Premium Service users) with
Panorama utilizes a unique SuperLayer architecture enabling
manipulation of map data. SuperLayers are each comprised of a series of
smaller data layers grouped in a logical order to ease system management
and improve system performance.
Management Tab ("EMT"):
The Event Management Tab provides access to a real-time account of events
and alarms being reported to the system. Utilizing the EMT, users can
zoom to events and historical data related to the Devices.
Via the map client, users are able to define and save map views called
Custom Views, which may be accessed from the map side pane for navigating
the map. A single Custom View may also be selected as the Home view,
allowing users to have the map client to load this view whenever the Map
application is launched.
The map client permits users to display individual or multiple historical
trips for one or more Devices.
SUPPLIER services are compliant with OGC standards and thus permits users
to integrate Web Mapping Services into their mapping solution. Standard
services include connectivity to North American weather data.
Standard Services include Data storage for up to 6 months; this period
may be extended with the appropriate arrangements at additional cost.
The Services support at least eight vector data formats. Vector data
loaded into the system includes street files (at least 32 countries) and
international boundaries. Custom vector data can be added via the Custom
The Services support over 50 different raster data formats. Raster data
such as satellite imagery and topographic files are included. Custom
raster data can be added via the Custom Layers feature.
The Premium Services
include all the functionality of Standard Services with the addition of
the features below:
Routing refers to a process by which a route between two addresses is
determined by the system. Routing services can provide driving directions
and the ability to create geofences based upon travel routes. The routing
services find routes based upon either the quickest (time of travel) or
shortest (distance traveled) criteria.
Geocoding is the process of assigning geographic identifiers (e.g., postal
codes or geographic coordinates expressed as latitude-longitude) to a
particular location on a map. These Services can also determine the
address associated with a given Latitude and Longitude (reverse
Upon request, custom features
or functionality may be developed to suit the specific needs of a
particular client or Device. Custom Services are paid for and are
developed specifically for a particular Customer, under a contract
between SUPPLIER and the Customer.
The following Additional
Services may also be offered at an additional cost. Additional Services
are as follows:
Digital Globe is the industry leader in Hi-Resolution satellite imagery
(offering satellite imagery at varying levels of detail). Imagery up to 1
meter resolution may be added to any of the Services.
Message Service (SMS)
Adding SMS service to a tracking system enables users to send
notifications directly to handheld phones.