-SUBSCRIPTION SERVICES AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

- AGREE: BY USING THE SERVICE OR CLICKING "AGREE" CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER IS AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF ITS EMPLOYER, THEN CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON ITS EMPLOYER'S BEHALF.

This agreement is between All-Ways Track, LLC (All-Ways Track), and the customer agreeing to these terms (Customer).

1. SOFTWARE-AS-A-SERVICE. This agreement provides Customer access to and usage of an Internet based software service as specified on an order and as further outlined at: allwaystrack.com (Service).
2. USE OF SERVICE.
   1. Customer Owned Data. All data uploaded by Customer remains the property of Customer, as between All-Ways Track and Customer (Customer Data). Customer grants All-Ways Track the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Customer may export its Customer Data as allowed by the functionality within the Service. More information regarding exporting data is located on this FAQ.
   2. Access and Usage. Customer may allow its contractors and employees to access the Services in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors and employees.
   3. Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify All-Ways Track promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's User Guide and applicable law.
   4. All-Ways Track Support. All-Ways Track must provide customer support for the Service under the terms of All-Ways Track' Customer Support Policy (Support) which is located at http://allwaystrack.com/support.php, and is incorporated into this agreement for all purposes.
3. WARRANTY DISCLAIMER. ALL-WAYS TRACK DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE ALL-WAYS TRACK TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, ALL-WAYS TRACK DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
4. PAYMENT. Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
5. MUTUAL CONFIDENTIALITY.
   1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). All-Ways Track's Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information).
   2. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
   3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
6. ALL-WAYS TRACK PROPERTY.
   1. Reservation of Rights. The software, workflow processes, user interface, designs, know-how, and other technologies provided by All-Ways Track as part of the Service are the proprietary property of All-Ways Track and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with All-Ways Track. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. All-Ways Track reserves all rights unless expressly granted in this agreement.
   2. Service Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive or internal business purposes.
   3. Software and Documentation. All software provided by All-Ways Track as part of the Service, and the Service documentation, sample data, marketing materials, training material and other material provided through the Service or by All-Ways Track (Software and Documentation) are licensed to Customer as follows: All-Ways Tack grants Customer a non-exclusive, non-transferable license during the term of this agreement, to use and copy such Software and Documentation, solely in connection with the Service.
   4. Mobile Software. All-Ways Track may make available software to access the Service via a mobile device (Mobile Software). To use the Mobile Software Customer must have a mobile device that is compatible with the Mobile Software. All-Ways Track does not warrant that the Mobile Software will be compatible with Customer's mobile device. Customer may use mobile data in connection with the Mobile Software and may incur additional charges from your wireless provider for these services. Customer agrees that it is solely responsible for any such charges. All-Ways Track hereby grants Customer a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Customer account on one mobile device owned or leased solely by Customer, for Customer's personal use. Customer agrees not to: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; (v) delete the copyright and other proprietary rights notices on the Mobile Software; or (vi) violate any applicable law. Customer acknowledges that All-Ways Track may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that Customer is using on Customer's mobile device. Customer consents to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and All-Ways Track or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by Customer to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. All-Ways Track reserves all rights not expressly granted under this Agreement.
   5. Aggregate Data. During and after the term of this agreement, All-Ways Track may use non-personally identifiable Customer Data for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
7. TERM AND TERMINATION.
   1. Term. This agreement continues until all orders have terminated.
   2. Suspension for Non Payment. If Customer does not pay within 15 days of the due date for an invoice, then All-Ways Track may temporarily suspend access to the Service until full payment is made.
   3. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
   4. Return of Customer Data.
      • Within 60-days after termination, upon request All-Ways Track will make the Service available for Customer to export Customer Data as provided in Section 2(a).
      • After such 60-day period, All-Ways Track has no obligation to maintain the Customer Data and may destroy it.
   5. Return All-Ways Track Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay All-Ways Track for any unpaid amounts, and destroy or return all property of All-Ways Track. Upon All-Ways Track's request, Customer will confirm in writing its compliance with this destruction or return requirement.
   6. Suspension for Violations of Law. All-Ways Track may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. All-Ways Track will attempt to contact Customer in advance.
8. LIABILITY LIMIT.
   1. EXCLUSION OF INDIRECT DAMAGES. All-Ways Track is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits, revenues or costs savings), even if it knows of the possibility of such damage or loss.
   2. TOTAL LIMIT ON LIABILITY. All-Ways Track's total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 12 month period prior to the event that gave rise to the liability.
9. INDEMNITY.
   1. Defense of Third Party Claims. All-Ways Track will defend or settle any third party claim against Customer to the extent that such claim alleges that All-Ways Track technology used to provide the Service violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies All-Ways Track of the claim in writing, cooperates with All-Ways Track in the defense, and allows All-Ways Track to solely control the defense or settlement of the claim. Costs. All-Ways Track will pay infringement claim defense costs incurred as part of its obligations above, and All-Ways Track negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then All-Ways Track may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If All-Ways Track determines that none of these are reasonably available, then All-Ways Track may terminate the Service and refund any prepaid and unused fees. Exclusions. All-Ways Track has no obligation for any claim arising from: All-Ways Track's compliance with Customer's specifications; A combination of the Service with other technology where the infringement would not occur but for the combination; Use of Customer Data; or Technology not provided by All-Ways Track. THIS SECTION CONTAINS CUSTOMER'S EXCLUSIVE REMEDIES AND ALL-WAYS TRACK'S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
   2. General Customer Indemnity. If any third-party brings a claim against All-Ways Track related to Customer's acts, omissions, data or information within the Service, Customer must defend, indemnify and hold All-Ways Track harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
10. GOVERNING LAW AND FORUM. This agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Webb County, Texas, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.
11. OTHER TERMS.
    1. Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by All-Ways Track. No waiver is effective unless the party waiving the right signs a waiver in writing.
    2. No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
    3. Independent Contractors. The parties are independent contractors with respect to each other.
    4. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
    5. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
    6. No Additional Terms. All-Ways Track rejects additional or conflicting terms of any Customer form-purchasing document.
    7. Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.
    8. Survival of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
    9. Feedback. By submitting ideas, suggestions or feedback to All-Ways Track regarding the Service, (i) Customer agrees that such items submitted do not contain confidential or proprietary information; and (ii) Customer hereby grants All-Ways Track an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.