These terms and conditions relate to all services (the “Services”) provided to You by Blackline GPS Corp. and its affiliates (collectively “Blackline”, “We”, “Us”, or “Our”) in connection with Your Blackline GPS network user account (the “Network Account”), all hardware We provide to You (the “Products”), all software We provide to You (the “Software”) and any electronic interface You use in conjunction with the Services.
For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:
Blackline will provide the Services, Products and Software described in Your purchase orders entered into between the parties from time to time (“Purchase Orders”), pursuant to the payment obligations and other terms of the Purchase Orders. The Purchase Orders are incorporated into, and form part of, this Agreement.
4. Activated Service
Provided that You abide by the terms and conditions set forth herein, Blackline agrees to provide You Service for the Products (the “Activated Service”).
Activated Services plans require Your agreement to corresponding service charges for a committed period of time (the “Commitment Period”). When Your Commitment Period has expired, Blackline may adjust the charges for Services upon thirty (30) days’ prior notice to You.
5. Charges and Payment
You agree to pay Blackline for the Activated Services provided to You by Blackline, as described in the Order Forms. Activated Services charges (the “Service Charges”) will commence on the date of the initial activation of the Activated Services or the Product for which the Services will be provided, whichever is earlier (the “Activation Date”).
We will bill You for the corresponding flat-rate Activated Services term that You purchase in advance and bill You monthly in arrears for any fees that may occur where emergency services are dispatched and there is no real safety event. We may bill You for any such false dispatch fees up to twelve (12) months after the date those services were provided to You.
You will be liable for all Service Charges on Your account, regardless of who incurred them. You are responsible for the security of any user names, passwords, or authorization codes relating to Your Network Account and the security of any Products in Your possession or control. Service Charges to Your billing account are due and payable in full from the date of the Blackline invoice or statement issued in connection with those charges. The Blackline invoice will include, and You agree to pay, in addition to the Service Charges for Activated Services, any applicable taxes, any other fees imposed by law, interest on prior overdue invoices, and fees for returned or refused payments. All Service Charges and fees are non-refundable unless otherwise expressly noted, even if Your Activated Services are suspended, terminated, or transferred prior to the end of the service term.
Blackline reserves the right to recognize only those individuals authorized by You as the only person(s) authorized to modify, terminate or accept changes to Your account and Services. You agree to provide Blackline with a list of the authorized individuals on Your account.
If payment of an amount due on Your account is not received by Us by the required payment date specified on Your invoice, it will be considered a delinquent amount and may be subject to a late payment charge of 2.0% per month, calculated and compounded monthly on the delinquent amount (26.82% per year) from the date of the first invoice on which the delinquent amount appears until the date We receive such amount in full.
If Blackline is required to initiate legal proceedings to collect any amounts due to Blackline by You, You will be liable for all reasonable costs incurred by Us in such proceedings, including legal fees and expenses, collection agency fees or payments and court costs in addition to all amounts due for Activated Services.
Administrative fees may be levied for administration or account processing activities in connection with Your account, including as a result of the following:
- Collection efforts due to non-payment or having a balance over Your credit limit, including unbilled usage and pending Service Charges, fees and adjustments
- Returned or rejected payments
- The restoral of Activated Services (if Activated Services have been suspended for any reason)
Changes to Your account (e.g., price plan, features or identifiers) will be made on a prospective basis and will not take effect until after Your next scheduled billing date.
6. Disputed Service Charges
If You believe there has been an error in an invoiced Service Charge or fee, You must notify Us within 90 days after the charge was invoiced to request an adjustment. If You fail to do so then the charge will not be adjusted, and You will be deemed to have accepted the Service Charges and fees.
7. Term, Suspension, and Termination
The term of the Activated Services, and any applicable Commitment Period, starts on the Activation Date and shall continue for the Commitment Period or is terminated in accordance with the provisions of this Agreement or applicable law. Upon the expiry of the Commitment Period, the Activated Services shall renew for the same length of time as the original commitment period, and the Service Charges for such Activated Services are subject to change to reflect Blackline’s then-current pricing. Blackline will invoice the Service Charges in advance for each new Commitment Period or the Activated Services are terminated per the requirements below.
Blackline may terminate all or any part of Your Activated Services or accounts:
- Due to a breach of this Agreement; or
- Due to non-payment of greater than 90 days to which no dispute has been received; or
- If Your use of the Activated Services results in, or is the subject of, legal action or threatened or proposed legal action, against Blackline or any of its affiliates or partners, without consideration for whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit.
You may terminate all or any part of Your Activated Services or accounts:
- Due to a breach of this Agreement; or
- Upon the completion of the Commitment period and thirty (30) days advance notice
Applicable Service Charges continue to apply until terminated as described above.
8. Blackline’s Rights
Blackline may review Your use of the Services for compliance with this Agreement and the Materials. We reserve the right, where appropriate, to cooperate with legal authorities, at any time should We believe in Our sole discretion that You have violated any of the terms of this Agreement or the Materials. Blackline shall not be liable to You or to any other person as a result of any such suspension or termination.
9. Electronic Communications
You consent to receive communications from Us electronically. We may communicate with You by e-mail, text message, posting notices through smartphone or mobile interfaces. You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing. You acknowledge and agree that Blackline may contact You by text or e-mail in order to provide You with updates pertaining to the Services.
When using the Products, Software and Services, You must comply with all applicable laws, this Agreement, the Materials, and other Blackline use policies adopted from time to time. You must not use the Products, Software or Services in any way that is illegal, fraudulent, abusive, or interferes with another subscriber’s services or with the underlying network. You must not use any of the Products, Software or Services to track an individual without his or her consent unless You are permitted to do so by law. You must not harass, threaten, embarrass, abuse, cause distress, unwanted attention, or discomfort to any entity or person. You must not alter any of the Products or Software. You must not combine the Products, Software or Services with other software programs, create derivative works based upon the Products, Software or Services, or integrate any plug-in or enhancement that uses or relies upon the Services. You must not resell any or all of the Services. You must not transfer Your account to any third party without Our prior written approval. Transmission of spam using the Products, Software or Services is prohibited.
You are responsible for any misuse of the Products, Software or Services, by Yourself or by any other person with access to the Products, Software or Services. Therefore, You must take steps to ensure that others do not gain unauthorized access to the Products, Software or Services through any means, including without limitation, wireless networking and wired networking. The Products, Software and Services must not be used to breach the security of another user or to attempt to gain access to any other person’s equipment, software or data, without the knowledge and consent of such person. Additionally, the Products, Software and Services must not be used in any attempt to circumvent the user authentication or security of any host, network, or account, including without limitation, accessing data not intended for You, logging into or making use of a server or account You are not expressly authorized to access, or probing the security of other networks. Use or distribution of tools designed for compromising security, such as password guessing programs, cracking tools, packet sniffers or network probing tools, is prohibited.
The Products, Software and Services also must not be used to interfere with computer networking or telecommunications services to any user, host or network, including without limitation, denial of service attacks, flooding of a network, overloading a service, improper seizing and abuse of operator privileges and attempts to “crash” a host. The transmission or dissemination of any information or software that contains a virus or other harmful feature is also prohibited. You are solely responsible for the security of any device You choose to connect to the Products, Software or Services, including any data stored on that device.
13. Activation, Accounts and Passwords
You must provide accurate and current information about Yourself as required by the relevant activation process, and promptly update that information as necessary to ensure that it is kept accurate and complete. You will be solely responsible for:
a) Maintaining the confidentiality of any passwords or other account identifiers which You choose or are assigned as a result of any activation with the Service; and
b) All activities that occur under that password or account
Further, You agree to immediately notify Blackline of any unauthorized use of Your password or account. Blackline shall not be responsible or liable, directly or indirectly, for loss or damage of any kind incurred as a result of, or in connection with, Your failure to comply with these requirements.
Any software made available to You for downloading in connection with the Services is subject to any additional Terms and Conditions provided to You during the downloading and / or installation process. You agree to review and abide by any applicable Terms and Conditions and assume all risk associated with the use of such software.
15. About Content
Blackline and its business partners provide messages, data, media, text, content or other information (“Information”) for Your private use only. Any Information made available through the Service must not be used for any other purposes, including broadcast for public purposes. You are solely responsible and liable for Your access, use, receipt, transmission, or downloading of any Information.
16. Your Content
Any Information transmitted through or to the Services by You (“Content”) will be considered confidential though non-proprietary. Blackline and designees will be free to copy, store, internally use and disclose as required all Content for its own internal purposes as needed to provide and maintain the Services, and as needed to comply with applicable laws. You may not upload, download, edit, modify or transmit any Content that may infringe on any patent, trade-mark, trade secret, copyright, or other intellectual property right of any person. Infringement may result from the unauthorized copying, posting, editing, modifying or distributing of any Content, including graphics, pictures, photographs, logos, software, and articles. By posting any Content, You represent that You have legal right to use, distribute, and publish such Content.
17. Monitoring and Disclosure
Blackline has no obligation to monitor any Information or Content accessible, transmitted through or posted through or to the Services. Blackline may monitor Your use of the Services electronically from time to time and disclose to any third party any information necessary to:
a) Satisfy any legal, regulatory or other government request; and
b) Operate the Services properly; and
Blackline reserves the right to refuse to post or to remove or limit access to any Information or Content in whole or in part, that violates these Terms or is otherwise deemed objectionable by Us in Our sole discretion.
18. Lost or Stolen Equipment
If Your Blackline product or software is lost or stolen, We are not responsible for the loss, theft or unauthorized use of the Services. Once You call Us and notify Us of the loss or unauthorized use, We will suspend Your account for You. When You purchase a replacement Product or Software, any remaining Activated Services will remain available for Your use of the replacement Product or Software. If You have Activated Services for the lost or stolen product, You must contact Blackline in order to activate the replacement Product or Software.
All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, video clips, digital downloads, data compilations, and software, is the property of Blackline and is protected by Canadian and international copyright laws. The compilation of all content on the Site is the exclusive property of Blackline and protected by Canadian and international copyright laws. All software used on the Site is the property of Blackline, its partners, or service providers, and protected by Canadian and international copyright laws.
Except as expressly provided herein, no part of this agreement may be reproduced, copied, transmitted, disseminated, downloaded, or stored in any storage medium, for any purpose without the express prior written consent of Blackline. Blackline hereby grants You permission to download a single copy of this agreement onto some form of electronic storage medium to be viewed and to print one copy of this agreement or any revision hereto, provided that such electronic or printed copy of this agreement must contain the complete text of this copyright notice. Further, any unauthorized commercial distribution of this agreement or any revision hereto is strictly prohibited.
Blackline GPS, Loner, True Fall Detection, and other marks indicated on the Site are trademarks owned by Blackline or its licensors. Blackline graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of Blackline. You must not use or reproduce any or all of Blackline’s trademarks or trade dress without Blackline’s prior written consent.
As between the parties, all title and copyright in and to the software within Products, and Software (including software applications, applets, server side software, embedded software, scripting, programming, and user interfaces) is owned by Blackline or its licensors. The Software is protected by copyright laws and international treaty provisions, and Your use of the Software is subject to any software license agreements provided to You at the time of download or during installation, each of which is incorporated into this agreement. You agree not to reverse engineer, decompile, crack, or otherwise attempt to uncover the source code to any of the Software.
21. Limited One Year Product Warranty
Blackline offers a limited one year Product warranty (the “Product Warranty”) to the original end user purchaser that the Product will be free from non-conformities in materials and workmanship for a period of one (1) year from the Activation Date. During this period Blackline’s sole obligation under this Product Warranty is to repair or replace, at Blackline’s option, a non-conforming Product at no cost to the original end user purchaser other than the cost of packing, insuring, and shipping the Product to Blackline.
This Product Warranty will be considered VOID if the Product is found to have been subjected to repairs not authorized by Blackline, or if it has been modified, neglected, improperly maintained, misused, abused, or the appearance of the Product reveals damage or a failure to provide proper maintenance. Blackline does not warrant damage occurring in transit and does not warrant claims asserted after the end of the Product Warranty period.
To request warranty repairs on Your warranty claim, You must contact Blackline for a return authorization number (RA number) prior to shipment. When authorized, Blackline will provide You with a shipping address. LABEL YOUR SHIPMENT DOCUMENTATION WITH THE STATEMENT “RETURNING MERCHANDISE TO THE MANUFACTURER FOR REPAIR”. BLACKLINE IS NOT RESPONSIBLE FOR CUSTOMS OR BROKERAGE CHARGES DUE TO SHIPMENT. SEND YOUR PRODUCT, POSTAGE PREPAID, TO BLACKLINE. All warranty repair requests must be accompanied by a brief note describing the difficulty You are experiencing with the Product in as much detail as possible.
Products that are repaired or replaced by Blackline under the terms of this Product Warranty will be shipped back to You with Blackline paying the return shipping charges using a non-expedited shipping service. If Your Product should be found to require repairs outside of the Product Warranty coverage (more than 1 year from date of purchase or Activation Date, whichever is later), Blackline will notify You prior to repair as to the nature of the problem, quote the price of the Product’s repair, and if approved, perform the repair or replacement and bill You for parts, labour, and return shipping charges. You will pay all such bills upon receipt.
Workmanship related to the Product repair, and replacement components are warranted, subject to the exclusions and procedures set forth below, to be free, under normal use and maintenance, from defects in material and workmanship for 90 days from return shipment to You, or for the balance of the original warranty period, whichever is greater.
Blackline reserves the right to change or improve its Products without obligation to notify any person or organization of such changes or improvements.
22. Disclaimer of Warranties
You acknowledge that the Services have not been developed to meet Your individual requirements and that it is therefore Your responsibility to ensure that the facilities and functions of the Services as described in the Materials meet Your requirements. You also acknowledge that the Services may not be free of errors or bugs.
You acknowledge and understand that the Services or access to the Services may not function correctly, to Your satisfaction, or at all in the following circumstances:
- If Your Internet browser, computing device, Internet connection or product, software application, or applet that operates in conjunction with the Services fails.
- In the event of a network outage or extended power failure.
- If You tamper with the product, software application, applet, or interface.
- Following suspension, restriction, or termination of Your Services or use account.
- If the products are operated beyond supported wireless networks.
Blackline does not guarantee or warrant the performance, geographic wireless signal, availability, coverage, uninterrupted use, security, pricing or operation of the Services, Content, Information, applications, connections, or networks used or provided by Us, partners, or other third parties.
The Services may use wireless communication networks provided by network operators. Although Blackline contracts with premium mobile service providers We are not responsible for the cellular coverage of the carrier.
EXCEPT AS EXPLICITLY STATED ABOVE, THE PRODUCTS, SOFTWARE, SERVICES, SITE, AND ALL INFORMATION AND CONTENT PROVIDED IN CONNECTION WITH THE FOREGOING (COLLECTIVELY, THE “BLACKLINE SERVICES”) ARE PROVIDED BY BLACKLINE ON AN “AS IS” AND “AS AVAILABLE” BASIS. BLACKLINE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE BLACKLINE SERVICES.
YOU MUST NOT RELY ON THE BLACKLINE SERVICES AS THE ONLY MEANS OF TRACKING, MONITORING OR PROTECTING INDIVIDUALS OR PROPERTY. YOU EXPRESSLY AGREE THAT YOUR USE OF BLACKLINE SERVICES FOR SECURITY AND / OR SAFETY PURPOSES IS AS A SUPPLEMENT AND NOT AS AN EXCLUSIVE MEANS OF PROVIDING RESPECTIVE SECURITY OR SAFETY AWARENESS TO YOU OR TO OTHERS.
Blackline does NOT represent or warrant that:
a) The Blackline Services will be free of viruses or other harmful components.
b) The Blackline Services will be secure, error-free or uninterrupted.
c) The Blackline Services will be available at any specific time or in any geographic location.
d) Messages or content will be received or transmitted through the Blackline Services and;
e) The positioning-derived data obtained when using the Blackline Services will be accurate, precise, or available. The potential positioning accuracy as delivered through the Blackline Services as stated in Materials provides only an estimate of achievable accuracy based on: specifications provided by the Us Department of Defense for GPS Positioning and based on GPS OEM receiver specifications of the appropriate manufacturer (if applicable).
23. Limitation of Liability
Blackline provides You with Services through the networks of telecommunications providers and through other suppliers and third parties (together “Suppliers”). Your use of the Services of Blackline and equipment, facilities and services of Suppliers is at Your own risk. Subject to the terms hereof, Blackline and the Suppliers will not be liable for any damages, losses of any kind or injury, including lost profits (regardless of whether We have been notified that such loss may occur) arising directly or indirectly from any of the following:
a) Your use of, or inability to use, the Blackline Services or the services of the Suppliers, including any facilities or equipment used in conjunction with such services, including the Software and the Site;
b) Any act, mistake, omission, interruption, delay, error, defect or misrouting of communications by the Suppliers or Blackline;
c) Any failure that may arise from the facilities or equipment used by Blackline or the Suppliers;
d) Libel, slander or defamation arising from material transmitted or received through the use of the Blackline Services and the services, equipment and facilities of Blackline or the Suppliers;
e) Infringement of patents, trade-marks or copyrights arising from combining or using any of the Blackline Services or Software or equipment, or that of Blackline or the Suppliers.
f) Any damage, loss or injury caused by or to an individual or to a vehicle, watercraft, aircraft or other property if such damage, loss or injury resulted in connection with the Blackline Services, or the services of Blackline or the Suppliers; and
g) Physical injuries, death, damage to property, destruction of property, loss of profits, loss of earnings, loss of business opportunities, and any other loss resulting directly or indirectly out of or in connection with the use of the Blackline Services or the services, equipment and facilities of Blackline or the Suppliers, or the inability to use any of the foregoing.
These limitations of liability apply to acts or omissions of Blackline, its partners, affiliates and Suppliers and each of their respective officers, directors, employees, suppliers, agents, consultants or other persons for whom in law such parties are responsible (together “Representatives”), which would give rise to a cause of action in tort, contract or any other doctrine of law.
Notwithstanding anything else in this agreement, our total liability to You under this agreement or in connection with the Blackline services will be limited to the fees you paid to us (directly or indirectly through a distributor) for the Blackline services in the 6 months prior to the first event giving rise to the liability.
You agree to indemnify and hold Blackline, its partners, affiliates, and Suppliers and each of their respective Representatives harmless from any and all liabilities, penalties, claims, causes of action and judgments brought by third parties (including costs, expenses and related reasonable legal fees) resulting from Your use or misuse of the Services, or the Site, or a breach of any of this Agreement whether based in contract, tort (including strict liability), or other doctrine of law and regardless of the form of action.
25. Applicable Law
The laws of the province of Alberta, Canada, without regard to principles of conflict of laws, will govern this Agreement.
You may notify Us by mail sent to Blackline. Suite 101, 1215 13th Street SE, Calgary, AB, T2G 3J4. Such notices will be considered effective after We receive them at the address noted above. Any notice We send You will be sent to Your last known residence or electronic address as shown on Our records.
If any of these terms or conditions shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition.
28. Entire Agreement
These terms and conditions constitute the terms and conditions with respect to that subject matter.
29. Force Majeure
We will not be liable for any non-performance or delay in performance by that is due wholly or in part to fire, flood, any act of God, riot, act of war (whether or not declared), terrorism, change in law or any other cause beyond our reasonable control.