This Equipment Order Form is entered into as of the submitted Date identified on the electronic signature timestamp between Cellular Tracking Technologies and Customer and consists of this Equipment Order Form (“P.O.”) and Cellular Tracking Technologies standard sale, software license and website usage terms and conditions (the “Standard Terms”), which are attached to and made part of this P.O. (together, this “Agreement”). By signing this P.O., or by accepting delivery of the equipment described below (the “Equipment”), Customer is acknowledging that it has read, understood and agreed to be bound by the terms of this Agreement. Subject to the foregoing, Cellular Tracking Technologies agrees to sell, and Customer agrees to purchase, the following Equipment for the prices stated in P.O. above. This equipment is covered by one or more U.S. Patents, Patent No. 8,258,942. Cellular Tracking Technologies® is a registered trademark of Cellular Tracking Technologies LLC.
IMPORTANT – SCROLL DOWN AND READ ENTIRE DOCUMENT CAREFULLY: These are the standard sale, software license and website usage terms (the “Standard Terms”) that are incorporated by reference into the Equipment Order Form (the “P.O.”) between the customer identified in such P.O. (the “Customer”) and Cellular Tracking Technologies, LLC (“Cellular Tracking Technologies”) relating to Cellular Tracking Technologies sale and Customer’s purchase of certain equipment identified in such P.O. (the “Equipment”), or otherwise identified another writing between Customer and Cellular Tracking Technologies, and Customer’s use of application software, operating system software, firmware and other ancillary software installed by Cellular Tracking Technologies in the Equipment, in object or machine code form only (as the same may be modified, updated or revised by Cellular Tracking Technologies from time to time in its sole discretion, and including any related documentation delivered by Cellular Tracking Technologies, the “Software”), and Customer’s access to and use of Cellular Tracking Technologies online proprietary information processing system through a website remotely hosted by or on behalf of Cellular Tracking Technologies (as the same may be modified, updated or revised by Cellular Tracking Technologies from time to time in its sole discretion, the “Website”). The P.O. together with these Standard Terms constitutes a legal contract between Customer and Cellular Tracking Technologies and is referred to as this “Agreement.” Customer’s use of the Equipment and the Website is expressly conditioned and subject to its agreement to and acceptance of the terms and conditions of this Agreement.
BY EXECUTING THE P.O. OR BY ACCEPTING DELIVERY OR USING THE EQUIPMENT OR ACCESSING THE WEBSITE, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CONSENTS TO SIGNING THIS AGREEMENT ELECTRONICALLY, AND TO ELECTRONIC DELIVERY OF TERMS AND INFORMATION ABOUT THE EQUIPMENT AND THE WEBSITE (INCLUDING ANY POSSIBLE FUTURE VERSIONS OR UPDATES) IN HTML FORMAT. IF CUSTOMER DOES NOT ACCEPT THESE STANDARD TERMS, USE OF THE EQUIPMENT AND ACCESS TO THE WEBSITE IS PROHIBITED AND CUSTOMER MUST CONTACT Cellular Tracking Technologies IMMEDIATELY. Cellular Tracking Technologies RECOMMENDS THAT CUSTOMER PRINT A COPY OF THIS AGREEMENT FOR ITS RECORDS.
Intending to be legally bound, Cellular Tracking Technologies and Customer agree as follows:
I. TERMS OF SALE
- No Additional Terms. This Agreement is intended by the parties as the final expression, and contains the complete and exclusive statement, of the terms and conditions relating to the purchase and sale of the Equipment and Customer’s use of the Software and Website and supersedes all previous or simultaneous communications or terms either oral or written. No terms or conditions that are in addition to or inconsistent with any terms or conditions herein shall be binding upon Cellular Tracking Technologies, including any terms or conditions contained in any confirmation or purchase order or other form or writing submitted by Customer, and Cellular Tracking Technologies expressly objects to the inclusion of the same absent Cellular Tracking Technologies express written acceptance of such term or condition. Any amendment or modification to this Agreement must be in writing signed by both parties.
- Delivery. Any requested delivery date set forth in the P.O. are Cellular Tracking Technologies best estimates. Cellular Tracking Technologies reserves the right to reasonably modify the delivery dates with reasonable advance notice to Customer.
- Title and Risk of Loss. Title to all Equipment remains with Cellular Tracking Technologies until the price is paid in full, and Customer grants Cellular Tracking Technologies a security interest in all the Equipment until payment in full. If Customer fails to pay for the Equipment within 60 days of delivery, Cellular Tracking Technologies shall have the right to repossess the Equipment. All Equipment is, for shipments within the United States, F.O.B. Cellular Tracking Technologies or its subcontractor’s warehouse or manufacturing facility, or for international shipments, Ex Works (EXW, as defined by INCOTERMS 2000) at Cellular Tracking Technologies or its subcontractor’s warehouse or manufacturing facility, export clearance when applicable arranged by Cellular Tracking Technologies and import clearance when applicable arranged by Customer, unless otherwise stated in this Agreement. Claims for any damage to the Equipment in transit must be made by Customer to the carrier directly.
- Payment Terms; Shipping; Taxes. Unless otherwise specified by Cellular Tracking Technologies in writing, payment shall become due within 30 days net from date of Cellular Tracking Technologies invoice. Cellular Tracking Technologies will invoice Customer, and Customer will pay Cellular Tracking Technologies, for Data collection and access fees (“Data Access Fee”) in arrears on a quarterly basis (or at such other interval as the parties agree in writing) for each item of Equipment that collects Data through the Wireless Service (described in Section 5(f) below) or transmits Data (described in Section 5(f) below) to the Website during the previous calendar quarter. The initial Data Access Fee for a particular item of Equipment will be pro-rated to the first date that such item began such Data collection or transmission on a non-test basis, as determined by Cellular Tracking Technologies. Cellular Tracking Technologies reserves the right to change the Data Access Fee at any time upon 30 days prior notice to Customer. All amounts unpaid for more than 30 days following their due date will be subject, at Cellular Tracking Technologies discretion, to an administrative late fee equal to the lesser of the maximum amount allowable by the law of the state or foreign territory in which Customer is located or 1.5% per month. WITHOUT LIMITING ANY REMEDIES OTHERWISE AVAILABLE TO Cellular Tracking Technologies, Cellular Tracking Technologies WILL BE ENTITLED TO IMMEDIATELY AND WITHOUT FURTHER NOTICE CEASE PROVIDING ACCESS TO THE WIRELESS SERVICE AND/OR ACCESS TO THE DATA ON THE WEBSITE IN THE EVENT THAT CUSTOMER FAILS TO PAY ANY PROPERLY INVOICED AMOUNTS AND SUCH FAILURE CONTINUES AFTER 10 DAYS NOTICE BY Cellular Tracking Technologies OF ITS REQUEST FOR PAYMENT AND INTENTION TO CEASE PROVIDING SUCH ACCESS. Unless otherwise agreed to in writing by the parties, all charges for freight, air shipment, loading, handling, packaging, insurance, customs, duties, tariffs, and other shipping expenses and costs will be at the sole expense, and for the account, of Customer. All taxes, assessments or any other charges of whatever kind or nature which are now or may be hereinafter imposed by any foreign, domestic, federal, state or local government in respect of this sale or with respect to the Equipment sold or services performed pursuant to this Agreement or any part thereof shall be paid by Customer, and Customer hereby agrees to indemnify Cellular Tracking Technologies against any liability therefor, and all prices set forth herein are exclusive of such taxes, unless otherwise expressly indicated on the face hereof. Applicable taxes will be invoiced by Cellular Tracking Technologies, and paid by Customer, unless Customer provides Cellular Tracking Technologies with a valid and applicable certificate of sales, use or other relevant tax exemption with respect to such taxes within the time frame permitted under applicable law for Cellular Tracking Technologies to be able to rely on Customer’s claimed exemption in good faith.
- Licenses; Restrictions; Wireless Service.
- Subject to the terms of this Agreement, Cellular Tracking Technologies grants to Customer the following licenses for Customer’s internal use: (i) a non-exclusive, non-transferable (except as set forth in subsection (e) below), limited license to use the Software, solely as an integrated part of the Equipment; and (ii), in consideration of, and for as long as Customer continues to pay, the Data Access Fee, a non-exclusive, non-transferable (except as set forth in subsection (e) below), revocable, license to use and access the Website for the sole purpose of viewing and retrieving the Data collected and downloaded by the Equipment. The term of Customer's license rights in the Software is strictly tied to the life of, and use with, the Equipment. In addition, Customer's licensed rights in the Software and the Website shall automatically terminate upon breach of any of the provisions set forth in this Section 5. Upon termination or expiration of Customer's licensed rights in the Software or the Website, Customer shall immediately cease use of the Software and the Website and return to Cellular Tracking Technologies or destroy all copies of the Software in Customer's possession or control and shall provide written certification of its compliance with such request. Cellular Tracking Technologies shall have the right to remotely audit the usage of the Software and the Website and Customer’s compliance with this Agreement.
- Software that is provided to Customer preloaded onto Equipment purchased hereunder (including without limitation updates or upgrades to such Software, if any) may only be installed and used on such Equipment and may not be reproduced or otherwise used in any other manner. To the extent that any rights licensed hereunder relate to the Software code, such rights are strictly limited to the object code form of the Software, and Customer shall have no right or license to the source code form of any Software provided hereunder. All Software provided by Cellular Tracking Technologies to Customer hereunder is licensed, not sold. Cellular Tracking Technologies retains all right, title and interest in and to the Software and nothing in this Agreement shall be construed to convey any title or ownership rights in or to the Software. Any rights that are not expressly granted by this Agreement shall not be implied and are reserved by the Cellular Tracking Technologies. All enhancements, intellectual property rights and modifications to the Equipment, Software or the Website, including without limitation updates, upgrades and new releases, if any and even if as a result of any recommendations, ideas, contributions, corrections, enhancements or information submitted by Customer to Cellular Tracking Technologies, shall also be owned by Cellular Tracking Technologies and shall be subject to these provisions.
- Customer shall not, and shall not permit anyone else to, without Cellular Tracking Technologies prior written consent: (i) use the Software except as an integrated part of the Equipment; (ii) sell, lease, assign, rent, or otherwise make available (whether through a hosted solution, service bureau, or otherwise) the Software or the Website or parts thereof to third parties; (iii) download or upload any software, data or information to or from the Website from or to any source or destination other than (1) transmission and reception of Data between the Equipment and the Website via a wireless communication service authorized and approved by Cellular Tracking Technologies, including the Wireless Service, and (2) Customer’s access to the Website through a standard web browser authorized and approved by Cellular Tracking Technologies for the purpose of viewing, exporting and printing results of Data collected by the Equipment; (iv) modify, re-engineer, dissemble, compile, decompile or recompile the Software or otherwise attempt to discover or use the source code from the Software; (v) copy or duplicate, or knowingly permit anyone else to copy or duplicate, the Software or the Website, or any component thereof (not including third party services on the Website that are publicly available); (vi) remove or modify any trademark, copyright or patent notices and markings from any copy or part of the Equipment, Software or Website; or (vii) transfer or disclose the Software to any third parties, except for a transfer contemplated under subsection (e) below.
- Customer shall not knowingly or negligently (i) transmit to or store on the Website or the Software any information, data or other transmission that contains software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Website or any other Cellular Tracking Technologies systems or property; or (iii) attempt to gain unauthorized access to the Website or any other Cellular Tracking Technologies systems or property.
- Customer and its successors and assigns shall have the right to transfer and assign Customer’s license rights in the Software and access rights to the portion of the Website dedicated to displaying Data received from the Equipment to any party that acquires Customer’s right, title and interest in, to and under the Equipment. Any such transfer shall not expand the scope or nature of the rights granted to Customer by this Section 5, and shall be subject to and conditioned upon all of Customer’s limitations and restrictions contained in this Agreement.
- The Equipment will be delivered pre-loaded with a wireless SIM card, and in consideration of, and for as long as Customer continues to pay, the Data Access Fee, Cellular Tracking Technologies shall also provide access to a shared third party wireless communication service (the “Wireless Service”) for purposes of transmitting data collected by the Equipment (the “Data”) and other information and Software updates between the Equipment and the Website; provided, that Cellular Tracking Technologies reserves the right to discontinue providing access to the Wireless Service at any time in its sole discretion without liability owed to Customer upon the earlier to occur of (i) 30 days prior notice to Customer, or (ii) the date that Cellular Tracking Technologies contract with the Wireless Service provider terminates for any or no reason. The Wireless Service will be provided to Customer subject to any applicable FCC rules and regulations, and Customer agrees to observe and abide by all applicable laws, rules and regulations and service usage terms imposed by the Wireless Service provider and to use the Wireless Service so as not to cause undue interference with any other user of the Wireless Service. Cellular Tracking Technologies will be responsible at its expense for obtaining and maintaining all hardware, software and network connectivity of Cellular Tracking Technologies servers to the Internet required to make the Website accessible (except during down times); provided, that Customer will be responsible at its expense for selecting, obtaining and maintaining all hardware, software and network connectivity required to remotely access the Website. Cellular Tracking Technologies reserves the right to suspend or terminate access to the Website or modify the Website at any time in its sole discretion.
- Data. All right, title and interest in and to the Data and all data output and reports generated by Customer through Customer’s use of the Website will be the exclusive property of Customer; provided, that Cellular Tracking Technologies may use the Data (i) for its own internal research and development, or (ii) for any lawful purpose as long as such Data is aggregated with other data or otherwise obscured in a manner that effectively prevents isolation and identification of the Data obtained from any particular piece of Equipment deployed by Customer (“Isolated Data”). Cellular Tracking Technologies agrees not to knowingly disclose any Isolated Data to a third party for a period of 10 years from the initial downloading of such Isolated Data from the Equipment to the Website, except with the prior consent of Customer. Cellular Tracking Technologies will have no liability with respect to the accuracy, completeness, correctness or any other matter related to the Data, including loss of Data. Customer is solely responsible for maintaining copies and backups of all Data, and Cellular Tracking Technologies will have no liability for any loss or damage of Data.
- Limited Warranty; Exclusive Remedy; Limitations.
- Subject to the limitations set forth in this Agreement, Cellular Tracking Technologies warrants that the Equipment sold pursuant to this Agreement will be free from material defects in workmanship and material for a period of ONE YEAR from the date of delivery of the Equipment to the original Customer (the “Warranty Period”). If an Equipment defect arises and a valid claim is received by Cellular Tracking Technologies within the Warranty Period, at Cellular Tracking Technologies option and to the extent permitted by law, Cellular Tracking Technologies will either (i) repair the defective Equipment at no charge, using new parts or refurbished parts that are equivalent to new in performance and reliability, (ii) exchange the defective Equipment with a product that is new or refurbished that is equivalent to new in performance and reliability and is at least functionally equivalent to the original Equipment, or (iii) refund the purchase price of the Equipment. In order to constitute a valid claim under this warranty, (A) Customer must return the defective Equipment to Cellular Tracking Technologies or (B), if the Equipment is not capable of being returned, Cellular Tracking Technologies must be able to verify, in its sole discretion, that there was a material defect in workmanship or material during the Warranty Period. Customer must pay shipping to return the Equipment to Cellular Tracking Technologies, and Cellular Tracking Technologies will reimburse Customer for reasonable documented shipping costs in the event Cellular Tracking Technologies determines that the Equipment was defective within the scope and duration of this warranty.
- The warranty and remedy under this Section 7 sets forth Customer's sole and exclusive remedy for breach of the exclusive limited warranty set forth above. Cellular Tracking Technologies shall not under any circumstances be liable to Customer for damages in excess of the purchase price for the Equipment.
- This warranty is non-transferable and applies only to the original purchaser of the Equipment except by (i) notifying Cellular Tracking Technologies your wish to transfer warranty at wich time Cellular Tracking Technologies will generate terms and conditions for signatures of new owner (ii) notify Cellular Tracking Technologies to add additional owners at the time of sale. Warranty claims must be filed in accordance with any applicable Cellular Tracking Technologies warranty administration procedures. Cellular Tracking Technologies shall, to the extent permissible, use its reasonable commercial efforts to pass through to Customer any warranties from vendors and suppliers of Cellular Tracking Technologies with respect to those portions of the work, materials and components of the Equipment supplied by them. Customer shall accept the warranties provided by any such vendor or supplier in lieu of any liability or warranty on the part of Cellular Tracking Technologies with respect thereto.
- The warranty provided above does not extend and does not apply to defects, damage or malfunction resulting from or relating to (i) any improper use or storage of the Equipment or Software or other external cause, including service or modifications to the Equipment or Software not performed by Cellular Tracking Technologies, damage or malfunction caused by any animal or other environmental hazard or extreme weather condition, (ii) Equipment or Software which is used in connection with other equipment or software not approved or provided by Cellular Tracking Technologies, or (iii) battery or antenna failure. In addition, such warranty shall not apply in any case where Customer fails to provide written notice of warranty breach (including a reasonably detailed description of the nature of such breach) before the expiration of the Warranty Period.
- In addition to the foregoing, Customer recognizes and acknowledges that the conditions of its use of the Equipment, technical assistance and information (whether verbal, written or by way of Equipment evaluations), including any suggested recommendations are beyond Cellular Tracking Technologies control. Therefore, it is imperative that Customer test the Equipment to determine to Customer’s own satisfaction whether it is suitable for Customer’s intended uses. All information and technical assistance is given without warranty or guarantee and is subject to change without notice. Any statement or recommendation not contained in this Agreement is unauthorized and shall not bind Cellular Tracking Technologies.
- Warranty Disclaimer; Exclusion of Damages; Indemnity; Limitation of Liability. THE EXCLUSIVE LIMITED WARRANTY SET FORTH ABOVE SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXPRESSLY EXCLUDED. WITHOUT LIMITING THE FOREGOING, THE WEBSITE AND WIRELESS SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS, WITH ALL FAULTS. Cellular Tracking Technologies AND ITS SUPPLIERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE DATA OR ANY OTHER CONTENT, SOFTWARE, TEXT, GRAPHICS, OR LINKS ON THE WEBSITE, OR THAT THE WEBSITE WILL OPERATE ERROR FREE. IN NO EVENT SHALL Cellular Tracking Technologies BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR LOSS OF PROFITS OR FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY GOODS OR SERVICES PROVIDED BY OR ON BEHALF OF Cellular Tracking Technologies HEREUNDER REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES HAS BEEN COMMUNICATED TO Cellular Tracking Technologies AND REGARDLESS OF WHETHER Cellular Tracking Technologies HAS OR GAINS KNOWLEDGE OF THE EXISTENCE OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL Cellular Tracking Technologies BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY DAMAGE OR INJURY TO PERSONS OR PROPERTY DIRECTLY OR INDIRECTLY CAUSED BY USE OR MODIFICATION OF ANY GOODS OR SERVICES PROVIDED HEREUNDER, AND CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS Cellular Tracking Technologies FROM AND AGAINST ALL CLAIMS, DAMAGES, LIABILITY, LOSSES, COSTS AND EXPENSES RELATING THERETO. Cellular Tracking Technologies’S MAXIMUM LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE MANNER IN WHICH CLAIMED OR THE FORM OF ACTION ALLEGED, IS LIMITED TO THE AMOUNTS PAID TO Cellular Tracking Technologies BY CUSTOMER UNDER THIS AGREEMENT.
- Export Controls. Customer will be solely responsible for complying fully with all applicable export and import laws and regulations of the United States and any other relevant jurisdiction with respect to Customer's use of the Equipment and components thereof and will assure that none of the Equipment or Software, or any portion or derivative thereof, is exported, trans-shipped, re-exported or imported, directly or indirectly, in violation of applicable law.
- Government Restricted Rights. The Equipment and Software and their components are “commercial items,” as that term is used in 48 C.F.R. § 2.101, containing “commercial computer software” and/or “commercial computer software documentation,” as such terms are used in 48 C.F.R. § 12.212, and that, consistent with 48 C.F.R. § 12.212 and 48 C.F.R. Subpart 227.72, all U.S. government users acquire the Equipment and Software with restricted rights and only those rights set forth in this Agreement. Use, duplication, reproduction, or disclosure by the U.S. government, including any department, agency or unit thereof, is subject to the restrictions applicable under of the Federal Acquisition Regulation and the Department of Defense Supplement thereto, if applicable, or any successor laws, rules or regulations. Licensor/manufacturer is: Cellular Tracking Technologies, LLC, Suite B, 2405 North Center Avenue, Somerset, PA 15501 USA.
- Force Majeure. Customer expressly agrees and acknowledges that Cellular Tracking Technologies shall in no way be liable to Customer for (a) Cellular Tracking Technologies inability to supply any particular quantity of the Equipment, or (b) Cellular Tracking Technologies delay in delivery of the Equipment due to any cause or circumstance beyond the reasonable control of Cellular Tracking Technologies, including without limitation a demand for such Equipment and other products manufactured by Cellular Tracking Technologies which exceeds Cellular Tracking Technologies ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, acts of terror, rebellions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other costs or causes of like or different nature.
- Website Usage.
- Although Cellular Tracking Technologies strives for accuracy in all elements of the contents of the Website, such as text, graphics, images and other content (the "Site Material"), it may contain inaccuracies or errors. Cellular Tracking Technologies makes no representations about the accuracy, reliability, completeness, or timeliness of the material on the Website or about the results to be obtained from using the Website. Customer use the Website and the Site Material at Customer’s own risk.
- The Site Material are protected by copyright under both United States and foreign laws. The names, marks and logos appearing in the Site Material are, unless otherwise noted, trademarks owned by or licensed to Cellular Tracking Technologies or otherwise used with permission. The use of these marks, except as provided in these Standard Terms, is prohibited. Unauthorized use of the Site Material may violate copyright, trademark and other laws. Customer agrees to retain all copyright and other proprietary notices contained in the original Site Material. Customer may not sell or modify the Site Material or reproduce, display, distribute, or otherwise use the Site Material in any way for any public or commercial purpose.
- The Website may contain links to websites or services owned by third parties. These links and services are provided solely as a convenience to Customer and are not an endorsement by Cellular Tracking Technologies of the contents on those other sites. Cellular Tracking Technologies is not responsible for the content or services from any linked sites and makes no representations regarding the content, accuracy or operation of materials on such sites. If Customer decides to visit any third-party sites using links from the Website, Customer does so at Customer’s own risk.
- Cellular Tracking Technologies will provide Customer with a link to a dedicated page of the Website for purposes of accessing Data collected from Equipment purchased by Customer. Cellular Tracking Technologies will also provide Customer with a login ID and password, and Customer is solely responsible for maintaining the security of such login ID and password. Cellular Tracking Technologies makes no warranty and undertakes no obligation with respect to security of the Website or any Data.
- Cellular Tracking Technologies reserves both the right to expel users and prevent their further access to the Website for violating these Standard Terms or the law and the right to remove any communications from the Website.
- Miscellaneous. This Agreement: (a) may be amended only by a writing signed by each party; (b); shall be governed by, and construed and enforced in accordance with, the laws of the State of New Jersey, U.S.A., without regard to the conflicts of laws principles of that or any other jurisdiction; (c) shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns; (d) may not be assigned, pledged or otherwise transferred, whether by operation of law or otherwise, by Customer without the prior written consent of Cellular Tracking Technologies. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. No act, delay or omission on the part of either party will be deemed a waiver unless expressly made in writing. Each party is acting as an independent contractor and not as an agent, partner, or joint venture with the other party for any purpose. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE TO SUBMIT ALL DISPUTES RELATING TO THIS AGREEMENT, INCLUDING THOSE RELATING TO ITS NEGOTIATION, PERFORMANCE, NON-PERFORMANCE, INTERPRETATION, ENFORCEABILITY OR BREACH, TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS SITUATED IN CAPE MAY COUNTY, NEW JERSEY, U.S.A., EXCEPT WITH RESPECT TO ACTIONS FOR INJUNCTIVE OR EQUITABLE RELIEF, WHICH MAY BE BROUGHT IN ANY SUITABLE JURISDICTION.