Legal Terms of Service
These website terms and conditions (this “Agreement”) constitute a legal agreement and are entered into by and between you and Gearbox Fleet Software Ltd. ("GFS”, “we”, “us”, or “our”). The terms and conditions hereunder, together with any documents and/or additional terms they expressly incorporate by reference, govern your access to and use of, including any content, functionality, and services offered on or through www.gearbox.net (the "Website"), including without limitation, all current and future versions of the products known as “Gearbox” which may include software and related documentation and information as well as any upgrades, improvements or patches thereto provided to you by GFS in relation to the relevant product (collectively, the “Product”).
By using the Website, the Product, or by clicking accept to the terms and conditions hereunder, you accept and agree to be bound and comply with: the terms and conditions hereunder; the privacy policy, accessible at [Link] (the “Privacy Policy”); any intellectual property or copyright laws that apply to the Product or its use by you or your parent, subsidiaries, or any of the respective directors, officers, shareholders, employees, service providers, contractors, licensors, licensees, suppliers, successors, assigns, or agents, of you, your parent, or your subsidiaries, as the case may be (collectively, the “Your Affiliates”); and all applicable laws and regulations. You further agree to take all necessary steps to ensure that the terms and conditions hereunder are not breached by any of Your Affiliates, or any of your employees, consultants, or contractors who use or have access to the Product. If you do not agree to the Terms and Condition, or the Privacy Policy, you must not access or use the Website.
By using the Website, you represent and warrant that you are of the legal age of majority under applicable law to form a binding contract with GFS and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
We reserve the right in our sole discretion to revise and update these terms and conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website. You agree to periodically review the terms and conditions hereunder in order to be aware of any such modifications and your continued use of the Website or the Product shall be your acceptance of these. The information and material on this Website may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.
GFS grants to you a limited, non-exclusive, non-transferable, non-assignable licence to use the Product for your business use in accordance with the terms and conditions hereunder, and all applicable laws and regulations. For the purposes of this Agreement, the term “business use” refers to the use of the Product for internal commercial purposes. For greater certainty, such license does not permit you to use the Product, or any part thereof, to provide services to third parties, for resale, or for any other commercial exploitation not expressly authorized in this Agreement. If you wish to use the Product, or any part thereof, for such resale or other commercial exploitation purposes, you must obtain the prior written approval of GFS. You agree not to use the Product for any unauthorized purposes.
The term of your use of the Product will commence on the date you subscribe for the Product, and end one (1) month after such commencement date (the “Initial Term”). Unless you advise GFS in writing at least fourteen (14) days before the end of the Initial Term that you do not wish to continue to use the Product, such term will continue to apply on a month-to-month basis following the Initial Term until you advise GFS in writing that you no longer wish to use the Product.
You must not modify, copy, distribute, adapt, transfer or sell the Product without the prior written approval of GFS. You must not reverse engineer, rent, sub-licence, lease, loan, modify, decompile, decode, adapt, disassemble, attempt to discover the source code of, or create derivative works based on, the Product, or any part thereof, nor permit anyone else to do so.
GFS owns all right, title and interest, including without limitation, all copyright and intellectual property right, title or interest, in and to all and any part of the Website and the Product, that may exist from time to time in Canada or any other jurisdiction under any applicable law, regardless of whether or not such rights or protections are registered or perfected, including without limitation, the source code of the Product (collectively, the “Intellectual Property Rights”). All Intellectual Property Rights in and to the Website or the Product, including without limitation, all modifications, improvements, corrections, adaptations, translations, enhancements, and derivative works of or to the Website or the Product or the Intellectual Property Rights, shall remain vested in GFS at all times (whether any such modifications or improvements are made by you or otherwise), and you are not entitled to ownership of such Intellectual Property Rights, nor any part thereof, at any time.
By using the Product, you acknowledge and agree that GFS has provided you with the details of the fees and charges, including any subscription fee (collectively, the “Fees”), associated with your use of the Product at the time of your subscription. Such fees must be paid in full in advance by you prior to using the Product. Such fees may be subject to change as outlined below, and GFS reserves the right to modify such fees, or any part thereof, at any time, at its sole discretion.
GFS accepts payment of Fees via credit card or debit card. It is your responsibility to maintain valid and updated credit card or debit card information with sufficient funds to cover all Fees. If you opt to pay the Fees by credit card or debit card, then the Fees must be paid in full on or before the fifteenth (15th) day of each month in arrears, with adjustments made on a pro-rata basis on the first and last month of the term of this Agreement. If you opt to pay the Fees by cash or any method other than by way of credit card or debit card, you will be required to pay the Fees annually in advance.
An initial payment is required for the setup or other associated costs at the commencement of your subscription for the Product. The first monthly payment will be due and automatically charged in the month that the Product available for your use.
It is necessary for GFS to review the Fees and to increase them from time to time. If GFS needs to change the Fees for any reason, GFS will provide you with notice in advance of such change. GFS understands that an increase in the Fees may impact your operations, and because of this GFS shall not ask you to pay for any such increase until fourteen (14) days after GFS has advised you of such increase. After such fourteen (14)-day period has lapsed, such increase shall apply to your use of the Product.
If you do not pay any amount, including without limitation any Fees, due under this Agreement by the due date, then in addition to any other remedies it may under this Agreement, at law, or in equity, you shall pay a late payment fee and any other any fees, costs, expenses or charges incurred by GFS as a result of such non-payment (including legal fees), upon demand by GFS.
To the maximum extent permitted by applicable law, you agree to defend, indemnity, and hold harmless GFS, its affiliates, parent, subsidiaries, and each of their respective directors, officers, shareholders, employees, service providers, contractors, licensors, licensees, suppliers, successors, assigns, and agents (collectively, the “Indemnified Persons”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including legal fees) arising out of or relating to:
GFS has the right, without provision of notice, to:
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE OR THE PRODUCT, OR ANY PART THEREOF, IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, ITS CONTENT, AND THE PRODUCT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BY AGREEING TO THE TERMS AND CONDITIONS HEREUNDER, YOU ACKNOWLEDGE AND AGREE THAT THE PERFORMANCE OF THE PRODUCT RELIES IN PART UPON THE CORRECT ENTRY OF DATA BY YOU, AND GFS IS NOT LIABLE TO YOU NOR ANY OF YOUR AFFILIATES FOR ANY LOSS OR DAMAGE SUFFERED BY YOU OR YOUR AFFILIATES AS A RESULT OF THE INCORRECT ENTRY OF, OR THE FAILURE TO ENTER ANY, DATA WHEN YOU USE THE PRODUCT. ANY SAMPLES OR TEMPLATES PROVIDED BY GFS ARE INTENDED AS A GUIDELINE ONLY. IT IS YOUR RESPONSIBILITY TO CONFIRM AND CORRECT ANY CONTENT PROVIDED BY GFS. NEITHER GFS, NOR ANY OF THE INDEMNIFIED PERSONS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE OR THE PRODUCTS, OR ANY PART THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER GFS, NOR ANY OF THE INDEMNIFIED PERSONS REPRESENT OR WARRANT THAT THE WEBSITE OR THE PRODUCTS, OR ANY PART THEREOF, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR THE PRODUCT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE (INCLUDING WITHOUT LIMITATION, THE SERVER THAT MAKES IT AVAILABLE) OR THE PRODUCT, OR ANY PART THEREOF, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GFS CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE OR THE PRODUCT, OR ANY PART THEREOF, WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND THE PRODUCT, AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GFS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR THE PRODUCT, OR ANY PART THEREOF OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR THE PRODUCT, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE WEBSITE, OR ON ANY OTHER WEBSITE LINKED TO IT.
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL GFS, NOR ANY OF THE INDEMNIFIED PERSONS, BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE (INCLUDING ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES), THE PRODUCT, OR ANY PART THEREOF. YOU ACKNOWLEDGE AND AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OF GFS UNDER THIS AGREEMENT, WHICH CANNOT BE LAWFULLY EXCLUDED, FOR ALL CLAIMS ARISING OUT OF, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, SHALL NOT EXCEED THE LESSER OF: (I) ONE (1) MONTH’S SUBSCRIPTION TO THE PRODUCT; OR (II) THE FEES PAID BY YOU DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE RELEVANT CLAIM, WHICH LIABILITY OF GFS MAY BE PAID BY WAY OF GRANTING YOU A ONE (1)-MONTH SUBSCRIPTION TO THE PRODUCT, AT GFS’ SOLE DISCRETION.
GFS will not be liable for delays or any failure to provide the Product or to perform any of its obligations under this Agreement if such delay or failure arises from any cause beyond GFS’ reasonable control, including without limitation, to acts of God, natural disasters, war, terrorism, riot, government actions, strikes, lockouts, attacks by third parties, civil unrest, shortages of or inability to obtain labor, material, or equipment, telecommunication failure, power outage, pandemic or epidemic (including COVID-19), or issues arising from malicious code or failure from internet service providers or other third parties.
GFS may assign, sub-contract, transfer or otherwise dispose its rights and obligations under this Agreement by notice in writing to you. You shall not assign or transfer any of your rights and/or obligations under this Agreement without the prior written approval of GFS. Any notices under the terms and conditions hereunder may delivered to you via email, fax or post. If any provision of this Agreement is determined to be illegal or unenforceable, such provision will be deemed to be severed from this Agreement, and the remaining provisions will remain in full force and effect. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the terms and conditions hereunder operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The terms and conditions hereunder, the Privacy Policy, and any documents and/or additional terms they expressly incorporate by reference, constitute the sole and entire agreement between you and GFS regarding the Website and the Products, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
This Agreement is governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein, and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of that jurisdiction in any action or proceeding arising out of or relating to this Website, and your use of the Product. You hereby waive any objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.