Terms of Service
Last updated May 7, 2012
THESE LOCAID TERMS OF SERVICE (THESE “TERMS”) GOVERN YOUR USE OF THE LOCAID (“LOCAID,” “WE,” “US or “OUR”, WHICH INCLUDES ANY SUCCESSORS OR ASSIGNS OF LOCAID) SERVICES AND/OR LOCAID API (EACH AS DEFINED BELOW).
These Terms were last updated on May 7, 2012. Locaid may amend or modify these Terms at any time and will post the updated Terms and a notice of the changes on the Locaid website http://www.loc-aid.com. Your continued use of the Service or API after any such changes have been posted constitutes your agreement to the terms and conditions of the updated Terms, even if you have not reviewed the changes.
- Description of Services
- Free Trial and Purchased Services/Fees
- Use of the Services
- Third-Party Providers
- Proprietary Rights
- Warranties, Disclaimers and Limitations on Liability
- Term and Termination
- Governing Law and Jurisdiction
- General Provisions
Following are definitions for certain capitalized terms used in these Terms. Other capitalized terms are defined in the body of these Terms.
1.1. “API” or “Locaid API” means the programmatic web API, proprietary location code and associated tools and documentation that allow You to enable Your Application to electronically retrieve Location Information through the Services. For the avoidance of doubt, the definition of API or Locaid API shall not include Third Party Products.
1.2. “Application” means a software application(s) that depend upon or utilize Location Information delivered by Locaid.
1.3. “App End User” means a person or entity that purchases or uses Your Application, either on a subscription basis or an ad hoc basis.
1.4. “Class ID” means a unique identifier assigned by Locaid to an Application that has been approved for use by an applicable Wireless Service Provider.
1.5. “End User Data” means an App End User’s identity, phone number, email address, wireless carrier account information, billing or credit information, the type of wireless device, Location Information, and any other personally identifying information captured by Locaid and used within the Services in connection with App End Users’ use of Your Application. End User Data does not include data provided directly to You by App End Users or data gathered by You through an App End Users’ use of Your Application(s).
1.6. “Location Information” means the approximate location of a WSP Customer’s mobile device as provided by a WSP network platform in response to a Location Query, including the latitude/longitude, address, zip code, or position relative to a defined boundary or geo-fence.
1.7. “Location Query” means electronic requests for Location Information made by You or Your Application via the Locaid API.
1.8. “Services” means the location-enabling services provided by Locaid, which include but are not limited to Location Queries. Services may also include geo-fencing, geo-address and other services offered by Locaid to You as specified in an Order Form that you submit to Locaid that Locaid accepts.
1.10. “Third Party Products” means those various additional products or services which may be sold or licensed by Locaid to You from time to time as mutually agreed in order to enhance the functionality of the API or Services.
1.11. “Wireless Service Provider” or "WSP" means a wireless telecommunications service provider with whom Locaid has contracted and which has agreed to provide WSP Customer Location Information to Locaid for use in connection with the Services.
1.12. "WSP Customer" means a person or entity that purchases wireless services from a wireless service provider, such as a carrier.
Locaid provides a cross-carrier gateway API and application service that allows authorized users to access Location Information and other mobile data from Wireless Service Providers. Users may design and build mobile device applications and services that make use of the data collected by the Services and provided via the Locaid API.
3.1. Free Trial. If You are using any of the Services and/or API on a trial basis, We will make the applicable Services and the API available to You free of charge for a period (the “Trial Period”) beginning upon issuance of a trial Class ID, until the earlier of (a) the end of the free trial period for the applicable Service and expiration of the trial Class ID, or (b) the start date indicated on the applicable Order Form for the same Services subsequently purchased by You. Additional trial terms and conditions for the Services may appear on the free trial registration web page. Any such additional terms and conditions are incorporated into these Terms by reference and are legally binding on You if you use the applicable Services.
NOTWITHSTANDING SECTION 8 (WARRANTIES, DISCLAIMERS, AND LIMITATIONS ON LIABILITY), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review the Locaid API Manual [located at http://developer.loc-aid.com] and other information provided during the Trial Period so that You become familiar with the features and functions of the Services before You make Your purchase.
3.2. Purchased Services and Fees. If you have purchased Services via an Order Form or other agreement we shall make the Services and the API available to You pursuant to these Terms and the Order Form(s) and/or other agreement, as applicable. You agree to pay, as applicable, the setup, monthly fees and any additional fees specified in the Order Form(s). Locaid will invoice You monthly and You agree to pay all amounts within 30 days of the invoice date. Any amounts due that are not received by the date due will be subject to a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is less. You will pay the amounts due without deducting any taxes. You are responsible for paying any and all withholding, sales, value added or other taxes, duties or charges applicable, other than taxes based on Locaid’s income.
Locaid may change its fees and payment policies for the API and/or Services from time to time for any reason, including but not limited to changes in the amount of fees charged to Locaid by third party vendors and service providers. Locaid shall provide You with 30 days notice before any such fee changes are effective.
You agree that Your purchases of any Services are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public or private comments made by Us regarding future functionality or features.
4.1 Our License to You. Subject to Your compliance with these Terms, including, without limitation, Your payment of all applicable fees, Locaid hereby grants You a limited, revocable, non-transferable non-exclusive, non-sublicensable license (a) to use the API to access the Location Information collected by the Services, solely as necessary to use such Location Information in your Applications; and (b) to access and use the Location Information You receive from the API in Your Applications. You will not make the API and/or Services available for timesharing, application service provider or service bureau use.
4.2. License from You. By accessing and using the API, You grant to Locaid a limited, irrevocable, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, and distribute the End User Data solely to enable Locaid to provide and improve the Services.
4.3. Service Availability. The API and/or any or all of the Services may be unavailable at certain times, including during any unanticipated or unscheduled downtime or unavailability or as a result of system failures or force majeure events. Locaid will use commercially reasonable efforts to provide information regarding any such interruptions and the restoration of access to the API and Services following any such interruption, including by information posted on the Site or sent to Your registered e-mail address.
Locaid may temporarily suspend Your access to the API and/or Services if Locaid reasonably determines that: (a) there is a threat or attack on the site hosting the API (including a denial of service attack) or other event that may create a risk to the API, Services, You or any other user of the API or Services; (b) Your use of the API or Services disrupts or poses a security risk to the API, Services or any other user of the API or Services, may harm Locaid’s systems or any other user of the API or Services, or may subject Locaid or any third party to liability; (c) You are using the API and/or Services for fraudulent or illegal activities; (d) subject to applicable law, You have ceased to continue Your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (e) You are using the API and/or Services in breach of these Terms; (f) You are in default of Your payment obligations hereunder; or (g) there is an unusual spike or increase in Your use of the API or Services (collectively, "Service Suspensions"). You understand that many of the reasons for suspension listed above are imposed on us by third party service providers, are subject to change without notice, and may result in Your access to the API and/or Services being suspended as a result of the actions of other users. Locaid will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to You (including notices posted on the Site or sent to Your registered e-mail address) and to provide updates regarding resumption of Your access to the API and/or Services following any Service Suspension. Locaid will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any Service Suspension.
4.5. Restrictions. You shall not and shall not permit any third party to (a) sell, resell, rent or lease the Services, (b) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the Services to store or transmit any viruses, trojan horses, backdoors or similar types of code designed to disrupt or interrupt the Services or use of or access to the Services, (d) interfere with or disrupt the integrity or performance of the Services or any transaction being conducted through the API, or any other person's use of the Services, (e) attempt to gain unauthorized access to the Services or their related systems or networks; (f) interfere with or disrupt the servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (g) attempt to disable or circumvent any security mechanisms used by Locaid or otherwise attempt to gain unauthorized access to any portion or feature of the API, Services, or any other systems or networks connected to the Services, or to any Locaid server, by hacking, password "mining", or any other illegal means; (h) use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Services; (i) track or seek to trace any information on any other person who uses the API or Services; (j) forge headers or otherwise manipulate identifiers in order to disguise Your identity, or the origin of any message or other communication You send to Locaid in connection with Your use of the API and/or Services; (k) pretend that You are or represent someone else, or impersonate any other person; (l) use the API or Services for any illegal purpose, for soliciting the performance of any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data; or (m) access or use the API or Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
4.6. API Usage. Locaid reserves the right to release subsequent versions of the API and to require You to obtain and use the most recent version. Locaid will provide the API and the Services to You solely for Your use to enable one or more Applications directly to App End Users and not for the benefit of any other person or entity.
4.7. Usage Limitations. Services may be subject to other limitations, such as, for purposes of example, monthly limits on the number of Location Queries Your Application(s) may make and the number of calls Your Application(s) is/are permitted to make against the API. Locaid will provide You with advance notice of any changes to Your usage limitations.
Verizon Wireless: http://www.verizon.com/privacy
Bell Mobility: http://bell.ca/privacy
4.10. Opt-in Consent. You agree to obtain affirmative consent from each App End User for the access, collection, use, copying, storage, and disclosure to third parties of Location Information. Each App End User’s consent must be obtained in a manner such that the consent is effective, valid, and specific to the purpose of your Application. Consent must be obtained for each App End User before submitting a Location Query for that user. You will ensure that each App End User may immediately revoke consent, through easy to use privacy settings or other readily available mechanisms, to the access, collection, use, copying, storage, and disclosure to third parties of Location Information. If consent is withdrawn, your Application may not access, collect, use, copy, store or disclose to third parties Location Information or perform any other actions for which App End User consent has been denied or withdrawn.
4.11. Record Retention. You agree to maintain records of any notice, consent and revocation for as long as your Application is in use, plus an additional five (5) years. Locaid can request this information at any time and You shall provide it within seven (7) business days of request.
4.12. Lawful and Intended Purpose. You agree to use the API and Services only for purposes that are legal and in accordance with these Terms and any applicable Locaid policies or guidelines. In addition to the restrictions contained in these Terms, You agree that when using the API, You will not do the following or attempt to do the following: 1) use the Services for any illegal or unauthorized purpose; 2) request Location Information for any wireless subscriber other than as authorized by the subscriber or account holder; 3) circumvent or modify any keys or other security mechanisms employed by Locaid or the API; 4) impersonate any person or obtain access to the Location Information without authorization; 5) enable any person to personally identify any App End User of Your Application except with the App End User’s express written consent; or 6) imply inaccurate creation, affiliation, sponsorship or endorsement of You or Your application by Locaid or any WSP. You agree that You have no ownership rights as regards any End User Data and agree that You shall not use any such data in any way or for any purpose other than as provided herein.
4.13. Specified Use. You agree to only use a Class ID provided by Locaid for the specific Application approved for that Class ID, and to request a new Class ID for each new Application that will utilize the Locaid gateway.
4.14. Adherence to Content Standards. You represent and warrant that Your Applications do not: (a) facilitate or promote illegal activity, or contain content that is illegal; (b) contain content that is defamatory, obscene, distasteful, racially or ethnically offensive, harassing, or that is discriminatory based upon race, gender, color, creed, age, sexual orientation, or disability; (c) contain sexually suggestive or explicit content; (d) infringe upon or violate any right of any third party; or (e) disparage, defame, or discredit any Wireless Service Provider or their affiliates, or contain content that is derogatory, detrimental, or reflects unfavorably on the name or business reputation of any Wireless Service Provider of their affiliates. Subsections (a) through (e) above are collectively referred to as the “Content Standards.” If Locaid determines, in its sole discretion, that You are not complying with or enforcing these Content Standards, Locaid may terminate Your license to use and access to the API and Services upon notice to You.
5.1. Acquisition of Third-Party Products and Services. We may offer Third Party Products for sale or license as designated on Order Forms. Such Third Party Products, which may include open source software, shall not be: (i) used except in conjunction with the applicable Services; or (ii) modified by You or any of Your designees in any way unless such activities are expressly permitted pursuant to the terms of the relevant agreement governing such Third Party Product(s). Except as expressly set forth in these Terms, Third Party Products are provided on an “as-is” basis at the sole risk of User. Notwithstanding any language to the contrary in these Terms, Locaid makes no express or implied warranties of any kind, including, without limitation, any warranties or conditions of title, non-infringement, merchantability or fitness for a particular purpose, in relation to Third Party Products provided to You pursuant to any Order Form and shall not be liable for any damages regarding the use or operation of the Third Party Products. Any and all express or implied warranties, if any, arising from the license of Third Party Products shall be those warranties running from the third party manufacturer or licensor to You. You are solely responsible for determining the appropriateness of using and distributing any Third Party Products and assume all risks associated therewith, including but not limited to the risks and costs of program errors, compliance with applicable laws, damage to or loss of data, programs or equipment, and unavailability or interruption of operations. You agree to comply with the terms of any license agreements that apply to any Third Party Products and with any instructions for use of the Third Party Products provided by the applicable third party manufacturer or licensor. All shipping and transportation costs for Third Party Products, per the Order Form, shall be Your sole responsibility.
5.2. Third-Party Products and Your Data. If You install or enable Third-Party Products for use with Services, You acknowledge that We may allow providers of those Third-Party Products to access Your End User Data as required for the interoperation of such Third-Party Products with the Services. We shall not be responsible for any disclosure, modification or deletion of Your End User Data resulting from any such access by Third-Party Product providers.
5.3. Google Services. Service features that interoperate with services provided by Google Inc. (“Google”) depend on the continuing availability of those services and the Google application programming interface. You understand and agree that if Google ceases to make Google’s application programming interface or services available or, in Locaid’s reasonable discretion, ceases to make them available on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.
6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the API and Services, including all related intellectual property rights. No rights are granted to You other than as expressly set forth herein.
6.2. Suggestions. If You send or transmit any communications to Us by mail, electronic mail, telephone, other otherwise (“Feedback”) suggesting or recommending changes to the API and/or Services, You hereby assign all right, title and interest in and to that Feedback to Locaid and Locaid will be free to use such Feedback in connection with or incorporate it into the API and/or Services without any compensation to You.
7.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party (" Disclosing Party") to the other party (" Receiving Party"), 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 of each party shall include the terms and conditions of all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
7.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
8.1. Our Warranties. We warrant that (i) We have the legal power to enter into these Terms, and (ii) the Services shall perform materially in accordance with the Locaid API Manual. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 10.2 (Termination for Cause) and Section 10.3 (Refund or Payment upon Termination) below. Locaid does not make any representations or guarantees regarding uptime or availability of the API or Services unless specifically identified in the Locaid API Manual.
8.2. Your Warranties. You hereby represent and warrant that (i) You have the legal power to enter into these Terms, and (ii) that You are not a competitor of Locaid.
8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LOCAID MAKES NO WARRANTIES, CLAIMS OR REPRESENTATIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE API, SERVICES OR ANY DOCUMENTATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LOCAID DOES NOT WARRANT THAT THE API OR SERVICES WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE API OR SERVICES WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
8.4. LIMITATION OF LIABILITY. LOCAID WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF LOCAID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
Locaid’s total cumulative liability to You or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to these Terms shall not exceed the lesser of $500,000 or the amount of fees actually paid by You to Locaid during the one year period immediately preceding the date of the event giving rise to Locaid’s liability.
9.1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the Services solely in the form as delivered by Locaid and solely as used by You in accordance with the terms of this Agreement infringes or misappropriates any third party’s United States patent, copyright or trademark, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.
9.2. Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party alleging or arising out of: (a) Your use of the API or Services; (b) any infringement or alleged infringement by You of a third party’s rights, including claims that the End User Data infringes any third party’s intellectual property, privacy or publicity rights; (c) Your failure to comply with the terms of any license agreement governing the use of any Third Party Product or any instructions for use of a Third Party Product provided by the applicable third party manufacturer or licensor, or (d) Your actual or alleged violation or non-compliance with any applicable law; and You shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.
9.3. Exclusive Remedy. This Section 9 (Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.
10.1. Term. These Terms commence on the date You accept them and continue until the end of the Trial Period or, if applicable, the duration of the term (the “Initial Term”) indicated on any Order Form. Except as otherwise specified in an applicable Order Form, the Initial Term shall automatically renew for additional periods (each a “Renewal Term”) equal to the Initial Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant then-current Initial Term or Renewal Term. The pricing during any Renewal Term shall be the same as that during the prior term unless We have given You written notice of a pricing change at least 30 days before the end of such prior term, in which case the pricing change shall be effective upon renewal and thereafter.
10.2. Termination for Cause. A party may terminate these Terms for cause: (i) upon 30 days (10 days in the case of a failure to pay amounts due under any Order Form) written notice to the other party of a material breach of these Terms, if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
10.3. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund to You any prepaid fees covering the remainder of the then-current term after the effective date of termination. Upon any termination for cause by Us, You shall pay to Us, before the effective date of termination, any unpaid fees covering the remainder of the then-current term of all Order Forms. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
10.4. Surviving Provisions. Section 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 8.4 (Limitation of Liability), 9 (Indemnification), 10.3 (Refund or Payment upon Termination), and 12 (General Provisions) shall survive any termination or expiration of these Terms.
11.1. Governance. The laws of the State of Florida will govern these Terms, without giving effect to any choice of law rules. Any action relating to or arising out of these terms shall be filed only in state or federal courts located in Palm Beach County, Florida and You hereby submit and consent to the venue and personal and subject matter jurisdiction of such courts for the purpose of litigating any such action.
11.2. Compliance with Laws. You assume all knowledge of, are responsible for compliance with, and may not use the API or Services in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
12.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.
12.2. Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
12.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
12.5. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
12.6. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under these Terms following Your breach of the Invoicing and Payment terms of any signed Order Form.
12.7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Locaid may assign these Terms in their entirety (including all Order Forms), without Your consent, to its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.8. Entire Agreement. These Terms, including all exhibits and addenda hereto and all Order Forms, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning their subject matter. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of these Terms and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void.