Beacon Software, LLC - Omnibus Terms and Conditions of Use

The following describes the terms and conditions under which the services of the websites BeaconSoftCo.com, DispatchAnywhere.com, TowMagic.com, TowDigital.com, TowMap.com, TowSpec.com and TowLien.com (collectively, our “websites”) are provided to our customers. By entering our websites and using any services provided by our websites including, but not limited to, viewing any content or downloading any software, you agree to be bound by this Agreement, by the terms of our Privacy Policy and any terms and conditions specifically noted for a particular website, all of which are part of this agreement (the “Agreement”). In this Agreement, underlined terms serve as links to pages that contain important information concerning your use of our services. We suggest that you access and become familiar with these pages including, but not limited to, our Privacy Policy. We may, in our sole discretion, change this Agreement at any time by updating this web page. You are bound by all such modifications, and it is your responsibility to review this Agreement on a regular basis. Your continued use of our websites constitutes your agreement to all such terms, conditions and notices. All uses of the words “us,” “we,” “our,” “the Company” or “Beacon” are references to Beacon Software, LLC.

Prohibited Uses

You are prohibited from doing any act that has the effect of undermining the integrity of our system, our services and the method by which we provide services to users.

You are prohibited from downloading or copying any content displayed on our websites for purposes other than preserving information for your own use, without our express prior written consent. Prohibited use of our websites may result in, but is not limited to, revocation of your rights to access and use our websites and any or all of our other services, and termination of any related software licenses.

You are prohibited from establishing any deep link or other connection to any specific page or pages of our websites other than the Home Pages, without our express written consent. You will not post or transmit through our websites any material which: (i) violates or infringes in any way upon the rights of others; (ii) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable; (iii) encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law; (iv) creates or attempts to create any liability of Beacon; (v) contains advertising or any solicitation with respect to products or services, unless we have approved such material in writing, in advance of its transmission; (vi) introduces any program, executable file or routine (such as a worm, Trojan horse, cancelbot, time bomb or virus) into our system for any purpose, irrespective of whether any such program or routine results in detrimental harm to our system or our data; or (vii) threatens the continuous services of our ISPs, suppliers and vendors. Any conduct by you that we determine in our sole discretion restricts or inhibits any other customer from using or enjoying our websites is expressly prohibited.

We grant you a limited license for your use only of our websites. Such grant does not include, without limitation: (a) derivative uses of our website and its contents; (b) use of any data mining, robots or similar data gathering and extraction methods or (c) reproduction, copying or redistribution for commercial purposes of any materials or design elements of our websites. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Beacon or any third party. Use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited. We reserve the right, without notice and in our sole discretion, to terminate your license to use our websites or any related software, and to block or prevent future access to and use of our websites.

Your Account

If you use our websites, you are entirely responsible for maintaining the confidentiality of your account, your password, your security questions and answers thereto and for restricting access to your account. Further, you are entirely responsible for any and all activities that occur under your account and/or password. We shall not be responsible for any unauthorized use of your account and/or password. You may not use anyone else’s account at any time without the permission of the account holder. In addition, you may provide certain information, on a voluntary basis, to be stored in an information database connected with your account. While we will use commercially reasonable efforts to protect this information, we are not responsible should the information be inaccessible for any reason, or become corrupted or otherwise damaged, nor will we be responsible for any unauthorized access of your information. We also reserve the right to refuse service, terminate accounts and remove or edit content in our sole discretion.

Customer Service is available to assist all of our current and potential customers at (440) 237-6653 or the e-mail support@beaconsoftco.com. To access our customer services, current customers must provide identification that matches the information that was provided when the account was initiated.

Storage of Customer Information

Information databases that you create in connection with our online services will be stored on our secured servers. To protect your information, our servers are (ii) backed up daily, (ii) a backup copy of the then current version of all databases is stored offsite once a week and held for a period of not less than seven (7) years, (iii) our servers are available substantially on a continuous basis during the hours of 7 a.m. and 10 p.m Eastern Standard Time, (iv) we make commercially reasonable efforts to ensure that databases are not corrupted or otherwise damaged and (v) we make commercially reasonable efforts to protect databases from access by unauthorized users.

Links to Other Websites

We may, from time to time, display icons, graphic or textual links to other websites, or display selected pages of other websites not affiliated with Beacon through framing or other means. Any content, product or service provided by other websites is subject to the control of such third parties and not Beacon. Our inclusion of such a link does not constitute our endorsement of such website or imply an affiliation with Beacon. Your access to and use of any other website is subject to the applicable user agreements of that website. You agree that we are not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on such content, goods or services available on or through such website. We reserve the exclusive right and sole discretion to add, decline or remove, without notice, any icon or link to another website.

Electronic Communications

When you become a registered user through any of our websites, you are communicating with us electronically and by doing so, you consent to receive electronic communications from us regarding your transactions with us. Additionally, by consenting to accept electronic communications from us, you also agree that all agreements, disclosures and notices, including any updates to this Agreement, may be provided to you electronically and that an electronic communication from us satisfies any legal requirement that a communication be in writing.

When you become a registered user with us, you agree that you have established a business relationship with Beacon and you consent to receive email notices from us regarding our services, or services of our partners, that may be of interest to you. If you are not interested in receiving email notices or advertisements from us, you should opt-out by contacting us at (440) 237-6653 or e-mailing opt-out@beaconsoftco.com from the e-mail address used to identify your account with the word “Opt-Out” in the subject line.

Content

The content for our websites is supplied by Beacon, as well as third parties. We neither endorse nor are responsible for the accuracy, quality or reliability of any information on our websites. Neither Beacon nor any third party provider of information guarantees the accuracy, completeness or usefulness of any content, nor its merchantability or fitness for any particular purpose. Any opinions, advice, statements, services, offers or other information or content expressed or made available by third parties, including information providers, are those of the respective authors or distributors.

Intellectual Property

Our websites contain proprietary material and information including, without limitation, the “look and feel” of the website. All design, text, software, images, trade names, logos and other information presented on our websites are protected under the appropriate copyright and trademark laws, and are owned by Beacon, or are used under license from the owner of the respective intellectual property rights. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our written permission (and the copyright owner if other than Beacon). If you are given permission to copy, redistribute or publish copyrighted material, you may not delete author attribution, trademark legends or copyright notices. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

Digital Millennium Copyright Act

We are committed to complying with U.S. copyright law and expect all end users who access our website, including registered users and visitors, to do the same. The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for owners of copyrighted material who believe that their rights under U.S. copyright law have been infringed on the Internet. Under the DMCA, copyright owners may contact the authorized agent of an Internet service provider to report alleged infringements of their protected works appearing on web pages hosted by the service provider. Upon receipt of a properly filed complaint satisfying the requirements of the DMCA, we will remove or block access to the allegedly infringing material. If a person believes in good faith that a notice of copyright infringement has been wrongly filed, such person may submit a counter-notice to us.

Breach

Without limiting any other remedies that we may have available at law or in equity, upon our confirmation that you have breached any provision of this Agreement or the agreements referenced in this Agreement, we may, without notice, restrict or deny your access to our websites and services, including any services that we provide through channels other than the Internet, and terminate any related software licenses.

Termination

You agree that we may, under certain circumstances and without prior notice, immediately terminate your account. Cause for such termination shall include, but not be limited to, (a) breaches or violations of this Agreement, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification of the website, (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the services provided by us. Termination of your account includes (a) deletion of your password and all related information, files, data and other content associated with or inside your account (or any part thereof), and (b) barring of further use of the service provided by us. Further, you agree that all terminations for cause shall be made in our sole discretion and that we shall not be liable to you or any third party for any termination of your account or access to the services provided by us.

Binding Arbitration

Any dispute relating to or arising under this Agreement in which money damages are being sought, will be resolved by binding arbitration conducted in accordance with the Commercial Rules of the American Arbitration Association. To the extent practicable, hearings will be conducted via telephone or other electronic means intended to facilitate a forum in which a hearing may be had. Any in-person arbitration proceeding will take place in Cleveland, Ohio. Upon conclusion of the arbitration, any court having jurisdiction over the matter may enter judgment on any award issued in arbitration.

No Warranties

ALL WEBSITES HOSTED BY BEACON, AND THE CONTENT CONTAINED THEREIN, ARE PROVIDED BY US ON AN “AS IS” BASIS. BEACON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATIONS OF OUR WEBSITES, OR THE ACCURACY OR QUALITY OF THE CONTENT, PRODUCTS AND/OR SERVICES INCLUDED THEREIN. Access to our system is dependent on the Internet. We do not have any control over the Internet and thus cannot guarantee your ability to access at any particular time or times to our services OR your specific user account. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, BEACON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR INFRINGEMENT.

Limitation of Liability

BEACON SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, THAT MAY BE SUFFERED BY YOU OR ANY OTHER USER OF OUR WEBSITES IN CONNECTION WITH OR AS A RESULT OF THE USE, INABILITY TO USE or slow response time of OUR WEBSITES, OR THE LINKED WEBSITES, OR THE CONTENT, PRODUCTS AND/OR SERVICES INCLUDED THEREIN, REGARDLESS OF HOW SUCH DAMAGES MAY ARISE, EVEN IF BEACON HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, YOU SPECIFICALLY ACKNOWLEDGE THAT BEACON IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, TORTIOUS OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND YOU ASSUME THE RISK OF INJURY FROM ANY OF THE FOREGOING.

ANY LIABILITY THAT BEACON OR ITS MEMBERS, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES HAVE TO YOU UNDER ANY CIRCUMSTANCES WILL BE LIMITED TO EITHER THE AMOUNT EXPENDED BY YOU FOR ANY INDIVIDUAL SERVICE; OR IF THE SERVICE IS PROVIDED UNDER ONE OF OUR SERVICE PLANS, ONE MONTH’S PAYMENT OF THAT PLAN.

Indemnification

You agree to save, defend, indemnify and hold Beacon and its respective directors, officers, members, employees, agents and assigns harmless from and against all claims and expenses, including attorneys’ fees, arising out of your use of our websites including, but not limited to, any use of our websites that is not authorized by this Agreement.

Notices

Unless otherwise provided for herein, all notices regarding any matter pertaining to this Agreement, or the policies referenced herein, including any notice of claim, summons or subpoena will be given by first class mail or courier, postage or air bill prepaid, and sent to: Beacon Software, LLC, 6785 Wallings Road, Suite 1G, North Royalton, OH 44133 Attn: Legal Office. Notice will be deemed effective three (3) days after deposit with the United States Postal Service or courier. In addition, Beacon may provide notice to you by either email or Certified Mail, postage prepaid and return receipt requested, sent to the physical or email address you provided us during any transaction conducted with us. Notice will be deemed effective twenty-four (24) hours after the sending of an email (unless returned due to an invalid email address) or three (3) days after mailing.

General

This Agreement is to be construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws provisions and you hereby expressly and irrevocable consent to the personal jurisdiction and venue of the State and Federal courts sitting in Cuyahoga County. This Agreement, as updated from time to time, constitutes the entire agreement between us, with respect to the terms and conditions of use of our websites and supersedes all previous written or oral agreements between us. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. The section headings in this Agreement are for reference purposes only and in no way limit or describe the scope of a particular section. Our failure to enforce any breach of this Agreement by you or others does not mean that we have waived our right to enforce the terms of this Agreement in the future for a similar breach.

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