Terms of Service
Terms of Service
MyRig Mobile and Web Applications
Company License Agreement
Last Modified 5/8/2013
By using the MyRig mobile and / or web applications (including all updates and upgrades , referred to as the "Applications", you are agreeing to be bound by the terms and conditions that appear in this end user license agreement below.
WHEREAS, C.S.I. is the developer and owner of certain design, engineering, fabricating, trade secret, trademark, trade name, applications processing and related intellectual property rights necessary and useful in the design, production, and applications of a full range of software packages and related material (“IP” rights) used and useful in managing all aspects of the trucking, shipping and related industries, including its Motor Carriers software applications designated “MyRig” (also referred to herein as the "Applications")
WHEREAS, C.S.I. possesses the further engineering and design capability to provide to LICENSEE, on a regular and ongoing basis, all necessary specialty design and technical support to enable and assist LICENSEE to install, utilize, customize and manage the Licensed Program Materials, as well as to develop additional, related systems, and derivatives of existing programs as may be suitable for deployment in the trucking and common carrier by road industry from time to time;
WHEREAS, LICENSEE desires (a) to acquire from C.S.I. a license to use the Licensed Program Materials under the terms and conditions set forth in this license and support agreement (the “License Agreement”) and (b) to be supported by the continuing services of C.S.I. in connection with Licensed Program Materials, including the application of know-how, engineering, design and technical support from and through the C.S.I. staff and facilities;
NOW THEREFORE, the parties to this Agreement, intending to be legally bound, and for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, hereby agree as follows:
The applications are owned by Computer Support Inc.(aka C.S.I). You are permitted to use the Applications under license from us subject to compliance with these terms and conditions of use. The Applications may also include materials owned by third parties by virtue of a license , grant or some other form of agreement between the third party and CSI.
LICENSE AND SUPPORT SERVICES
C.S.I. will furnish certain program materials to LICENSEE, and hereby grants to LICENSEE, and LICENSEE accepts, a nontransferable and nonexclusive license to use the Licensed Program Materials.
LICENSEE agrees with respect to the Licensed Program materials to accept the responsibility for (a) their selection to achieve LICENSEE’S intended results, (b) their installation, (c) their use, and (d) the results obtained there from.
C.S.I. shall, in consideration of the servicing fees provided for in Article III below, provide complete and continuing information, research, design and technical support and advice as may be requested from time to time by LICENSEE concerning the design, refinement and application of Licensed Program Materials, including the development of C.S.I. standard and special procedures, for application with Licensed Designs. C.S.I. will provide to LICENSEE all technical upgrades and improvements as C.S.I. may make upon the Licensed Program Materials from time to time.
The applications licensed to LICENSEE are: MyRig
Specialized services may be provided from time to time by C.S.I. upon request for such services by LICENSEE. The parameters of any such requested service shall be clearly set forth by LICENSEE, and may include joint research and development of custom or specific applications as may be agreed to by C.S.I. pursuant to such request. By way of example, and not by way of limitation, specialized services may include computer-related consulting services including data conversion, application modifications and integration of programs with other related or unrelated business applications.
The continuing licensing charge for the licensed use by the LICENSEE per registered driver of the above-described licensed program materials shall be $15.00 per month.
Optional one time charge for integration to other Software Enterprise Applications: $4,800
All payments to be made by LICENSEE to C.S.I. under this License Agreement shall be made to C.S.I. via the PayPal services. All references to "dollars" or "$" shall be to lawful currency of the United States.
In addition to the charges specified under this Agreement, the LICENSEE agrees to pay amounts equal to any applicable taxes resulting from this License Agreement, or any activities hereunder, exclusive of property taxes and taxes based on net income.
Acceptable Use of Applications
The use of mobile devices while operating a motor vehicle is subject to generally applicable laws governing transportation, occupational health and safety, and other rules and regulations , and may result in charges, citations ,fines and other legal proceedings. Such use may also expose you to risk of accidents or death. The Applications should not be used while operating a vehicle. We do not assume any liability or responsibility under this license agreement or otherwise for any damages , losses, or other claims resulting from the use of the Applications while driving a vehicle.
Acknowledgement and Acceptance of Location Based Information
By accepting this license , you acknowledge and consent to the creation of GPS location information in the applications through interaction between mobile devices where our applications are installed, our servers, and third party applications and systems. We will use reasonable commercial efforts to ensure the accuracy of GPS and other location based displays. However , since we are dependent on third party hardware , software , and services inputs we assume no liability or responsibility in the event of inaccuracies in such information. Access to this information and /or functionality based on such data is available to the user, account owner and CSI. Such information is currently collected for services to users, and account owners that require the information and for our maintenance and support of the Applications and these services. While we use reasonable commercial efforts to safeguard such information we assume no liability or responsibility for losses resulting from the illegal or fraudulent access d to this information. We also reserve the right to make such information available to auditors, police, and other governmental agencies as permitted or required by law , and to provide such information to third parties, whether or not for compensation , in conjunction with commercial agreements between us and them, provided that we shall take appropriate steps we believe are necessary and commercially reasonable to safeguard the privacy of our users and account owners.
Mobile Network Changes
CSI is not responsible for your mobile unit or mobile network which are each provided by your mobile network provider under your contract with them. Your mobile network provider will charge you for the data services you use to access and process information in MyRig. CSI is not responsible for these data services which are provided to you by your mobile network provider. Your mobile network provider may also have a fair use policy which will apply to your use of the Applications. You should contact your mobile network provider to find out about these charges and any fair use charges prior to using the Applications. Your mobile network provider may also charge you for roaming charges if you access the Applications outside of the country in which your mobile unit is registered.
MyRig and MyRig logo are copyrights of C.S.I. These copyrighted software may not be reproduced , used, modified or redistributed with out prior permission.
CONFIDENTIALITY AND PROPRIETARY RIGHTS; INDEMNIFICATION
C.S.I. represents and warrants to LICENSEE:
(a) That it owns the entire right, title and interest in and to the Licensed Program Materials, including, without limitation, the IP rights, and all proprietary rights therein, free and clear of all liens, known claims, security interests or other encumbrances; and
(b) That neither the Licensed Program Materials, including, without limitation, the IP rights, nor any of the intended uses thereof, will infringe any patents, copyrights, trade secrets, or other proprietary rights of any third parties (including, without limitation, any present or former employees, consultants or shareholders of C.S.I.); and C.S.I. has no reason to believe that any such infringement claims could be made.
(c) As computer software, MyRig contains copyrightable subject matter- including objects such as stored procedures, triggers, source code (compiled or not),screen displays, table structures, reports, and manuals- which are protected under the laws of the United States pursuant to the Federal Copyright Act of 1976, as amended, 17 U.S.C…101 et seq.
LICENSEE and C.S.I. shall each take reasonable and continuing steps to protect the secrecy and confidentiality of information received (and designated as such by the party with proprietary interests in such information) under this License Agreement, using the same degree of care to protect the information that it takes with its own confidential information. The obligation of secrecy and confidentiality shall not apply to any information which: (1) is already known to the party receiving such confidential information; (2) is or becomes generally known to the public through no wrongful act of the party charged with protecting such confidentiality; (3) is received by a party without restriction from a third party; (4) has been or is furnished by the party owning such proprietary interests to a third party without imposing restrictions against use and disclosure similar to those imposed on the party receiving such disclosure herein; or (5) must be publicly disclosed by such party pursuant to the requirements of law, judicial process or governmental regulation. This covenant shall continue for a period of two (2) years after the date of termination of this License Agreement.
Upon the reasonable request of C.S.I., LICENSEE shall assist C.S.I. in a reasonable way and at C.S.I.’s cost and expense, in executing such filings, documents, licenses and actions as may be required to protect the intellectual property and other rights of C.S.I. in the Licensed Program Materials within the Territory, and LICENSEE shall take or permit no action as may compromise or infringe upon such rights of C.S.I. within the Territory or otherwise.
LICENSEE shall not duplicate, distribute, translate, reverse engineer, de-compile, interpret or demonstrate the Licensed Program Materials.
The Licensed Program Materials will perform generally as demonstrated, provided that it is (a) operated in accordance with the instructions provided LICENSEE by C.S.I. and (b) used on a designed, standard, satisfactorily functioning computer in accordance with specifications provided to LICENSEE by C.S.I.
C.S.I. makes no representation or warranty, special or general, that the functions contained in the Licensed Program Materials will meet the LICENSEE’S requirements or will operate in the combinations which may be selected for use by the LICENSEE, or that the operation will continue without interruption or error, or that all program defects will be corrected.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF REMEDIES
C.S.I.’s entire liability and the LICENSEE’S exclusive remedy shall be limited as follows:
In all situations involving performance or non-performance of Licensed Program Materials furnished under this License Agreement, LICENSEE’S remedy is (a) the correction by C.S.I. of program defects, or (b) if, after repeated efforts made in good faith, C.S.I. is unable to cause the program to operate as warranted, LICENSEE shall be entitled to recover only its actual damages to the extent set forth in the following paragraph and which shall in no event include consequential, special or punitive damages.
C.S.I.’s liability for damages to the LICENSEE for any cause whatsoever, regardless of the form of action, whether in contract or in tort, including without limitation, an action sounding in negligence, shall be limited to a refund of the continuing and transaction fees actually paid for non-functioning portion of licensed application for the month in which it was reported and shall not include any refund of fees for services actually paid or invoiced in connection with such the non-functioning portion, provided, however that such entitlement to refund shall be exclusive of fees and payments made for services rendered or hardware.
TERM OF AGREEMENT; TERMINATION
Unless earlier terminated as provided hereinafter, this Agreement is perpetual. C.S.I. reserves the right to immediately terminate your use of, or access to , the Applications at any time.
FAILURE TO PAY LICENSE FEES OR OTHER INVOICES WHEN DUE MAY RESULT IN INTERRUPTED OPERATION OF MyRig PRODUCTS.
If at any time either party shall become insolvent, or if any party shall be in material default of any of its obligations under this License Agreement, or any of such party's representations or warranties set forth herein shall be determined to be materially false or incorrect or if formal proceedings shall be commenced to administer either party's affairs or to liquidate its assets, or, if the ownership of either party as presently constituted should change in such a way as to materially and adversely affect such party's ability to perform its obligations under this License Agreement, the other party may, at it’s option, and upon or after the expiration of thirty (30) days advance notice in writing given to the first party of its intention to do so (and, in the case the notice is given for default, if the default is not meanwhile cured), declare this Agreement terminated by a second written notice to the other party, and thereupon all licenses, rights and privileges of LICENSEE or of C.S.I., as the case may be, hereunder shall cease, except (a) that the licenses, rights and privileges granted under Article I hereof shall continue as to all Licensed Program Materials delivered prior to said termination of this License Agreement, (b) that LICENSEE shall have the right to continued use of such Licensed Program Materials without the benefit of continued service or subsequent improvements not existing as of the time of such termination and (c) that C.S.I., or its successors and assigns shall, to the extent permitted by applicable law, transfer and assign all source codes relevant to CSI.Road to an independent bank, trust company or law firm of its selection which shall retain such source codes for the benefit of all C.S.I. LICENSEES.
No termination of this License Agreement by expiration or otherwise shall release LICENSEE from any of its obligations accrued hereunder or rescind or give rise to any rights to rescind anything done or any payment made or other consideration given to either party hereunder prior to the time such termination becomes effective.
Notices of every nature to be given pursuant to this License Agreement shall be given in writing and addressed to the other party at the address stated below or at any other address notice of which is given by one party to the other in accordance with this Article VI:
If to LICENSEE:
Name ,Address, City, State ,Zip Code
If to C.S.I.:
COMPUTER SUPPORT, INC.
PO Box 1396
Mechanicsburg, PA 17055
Telephone: (717) 691-6707
Any notice shall be deemed to have been duly given if and when regularly sent by electronic mail or fax (if confirmed by letter mailed within two (2) days thereafter) or if and when delivered by any other method furnishing receipt of delivery, including by recognized delivery service or by hand.
This License Agreement will inure to the benefit of and be binding upon the parties. This License Agreement is personal to the parties and may not be assigned or otherwise transferred by either of them without the prior, written consent of the other.
This License Agreement contains all of the terms and conditions agreed upon by the parties hereto, and supersedes all prior agreements (including any and all exchanges by correspondence, telephone, e-mail, or memorandums of agreement), promises, covenants, arrangements, communications, whether representations or warranties, whether oral or written by any officer, employee or representative of any party, and no other agreement, oral or otherwise, regarding the subject matter of this License Agreement shall be deemed to exist or bind any of the parties hereto.
LICENSEE IRREVOCABLY AGREES, AND FULLY UNDERSTANDS, THAT ALL LAWSUITS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS LICENSE AGREEMENT, INCLUDING THOSE RELATING TO MATTERS OF PERFORMANCE OR RESULTING FROM THIRD PARTY CLAIMS AGAINST ANY PARTY SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE COMMON PLEAS COURT FOR THE COUNTY OF CUMBERLAND, PENNSYLVANIA, OR IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA. EACH PARTY TO THIS LICENSE AGREEMENT AGREES TO IRREVOCABLY SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURTS AND HEREBY WAIVES ANY OBJECTION TO PROPER VENUE RESTING THEREIN AND FURTHER WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUCH LAWSUIT. IN THE EVENT SAID LAWSUIT IS SUCCESSFULLY CONCLUDED IN C.S.I.'S FAVOR,C.S.I. SHALL BE ENTITLED TO RECOVER, FROM LICENSEE, REASONABLE LEGAL FEES AND COSTS INCURRED BY C.S.I. IN THE LAWSUIT, IN ADDITION TO ANY OTHER RELIEF TO WHICH C.S.I. MAY BE ENTITLED
It is the intent of the parties that the validity, interpretation, and performance of this License Agreement shall be governed by the internal laws of the Commonwealth of Pennsylvania, USA, without regard to its conflicts of laws.
This License Agreement may be amended, modified or supplemented only by written agreement of the parties, or by their respective duly authorized officers authorized, at any time, provided that no such amendment, modification or supplement shall become effective until such time as both parties shall have executed such writing.
This License Agreement, and any amendment hereto, may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Nothing herein shall constitute LICENSEE or C.S.I. as a joint venture, partner, agent, representative or employee of the other party.
In the event any provision or any part of a provision of this License Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, provided it does not materially alter the substance of the agreement between the parties, such holding shall not invalidate or render unenforceable any other provision or part of this License Agreement.
The captions contained herein are included for convenience only and shall not be considered a part hereof or affect in any manner the construction or interpretation hereof.
Any controversy over the construction of this License Agreement shall be decided neutrally according to its terms and without regard to events of authorship or negotiation.
This License Agreement is not assignable; neither the licenses granted hereunder nor any of the licensed program material or copies thereof may be sublicensed, assigned or transferred by the LICENSEE without the prior written consent of C.S.I. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this License Agreement is void. C.S.I. is not responsible for failure to fulfill its obligations under this License Agreement due to causes beyond its control.
No action, regardless of form, arising out of this Agreement may be brought by either party more than two years after cause of action has arisen, or, in the case of non-payment, more than two years from the date of the last payment.
While CSI does it’s best to ensure the optimum performance of the Applications, you agree that you use the Applications and rely on content contained in the Applications at your own risk and you have selected to use MyRig. CSI may suspend the availability of Applications at any time to update the Applications or for any other technical reasons.
You agree to indemnify and hold CSI (including it’s affiliates, and their respective directors, officers, agents, employees, partners and other licensees) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your use of the Applications.
The Applications contain links to other websites and applications provided by independent third parties (Third Party Sites). Where possible , C.S.I will make clear where such links are being made, though, Third Party sites may be co-branded with C.S.I. and so include C.S.I. trademark. C.S.I. is not responsible for the availability or content of Third Party Sites and will not be a party to , or in any way responsible for , any transaction concerning goods or services from such Third Party sites.
7.16 Changes to License
Due to its policy of updating and improving the Applications, C.S.I. may wish to change these terms (including those relating to your use of the content). C.S.I. reserves the right to modify these terms through the update of the License without notice at any time. It is therefore important that you read this document regularly to ensure that you are updated as to any changes. To the extent that such changes are reflected in any modification to the License published with a any upgad or update to the Applications you will be deemed to have accepted these modified terms at the time of acceptance and use of such update or upgrade to the Applications.