License Agreement

This Lasso Technologies, LLC End-User License Agreement ("EULA" or “Agreement”) is a legal agreement between the purchaser of this license and its Authorized Users (as defined below) (collectively, “Customer”), and Lasso Technologies, LLC, a Texas limited liability company ("Lasso"), and governs Lasso’s grant of a license to Customer to use the Lasso Product (as defined below). By using the Lasso Product, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use the Lasso Product.

In consideration of the mutual covenants that follow, Lasso and Customer agree:

1.
Definitions: a. Lasso Product. The term "Lasso Product" means the services provided by Lasso through the Lasso.com or successor web site to purchasers of a Lasso Device, the Lasso Device, along with associated GPS location services, telemetry products, product updates and enhancements, accessories, and associated features.

b. Lasso Device: The term "Lasso Device" means any physical electronic device provided by Lasso used to acquire a location or to determine sensor data.

c. Authorized User(s). The term "Authorized User(s)" means any current employee of Customer, if Customer is an entity, or Customer individually.

d. Proprietary Information. "Proprietary Information" means: (a) Lasso's marketing, product, business, and other strategies and plans; (b) any other information of Lasso disclosed in tangible form and marked or identified as proprietary or confidential; and (c) the source code, object code, internal design and implementation techniques of or related to the Lasso Product, the Lasso website and/or the Lasso Device. Excluded from Proprietary Information is any information that is: (i) rightfully in the public domain; (ii) rightfully in Customer's possession prior to receipt from Lasso or a representative of Lasso; (iii) rightfully learned by Customer from a third party not in violation of any obligation of confidentiality or other right; or (iv) developed independently by Customer without use of or reference to the Proprietary Information.
2.
License: Subject to the terms of this Agreement, Lasso grants to Customer, and Customer accepts from Lasso, a non-exclusive, non-transferable, non-sublicensable, limited license to use the Lasso Product solely in accordance with its intended uses. Such license may only be used by Authorized Users.
3.
Title to and Rights in Lasso Product: a. Proprietary Rights. All intellectual property rights in and to the Lasso Product, together with all updates and upgrades thereto, shall remain the sole and exclusive property of Lasso (and/or its suppliers, if applicable), and Lasso reserves all rights with respect to such intellectual property. Customer shall have no rights, title, or interest in or to the Licensed Product other than the license expressly granted in this Agreement. Lasso is a registered trademark licensed to Lasso. No right, license, or interest to such trademark is granted hereunder, and Customer agrees that no such right, license, or interest shall be asserted by Customer with respect to such trademark. All common law, statutory and other rights in and/or to the Lasso Product, together with all updates and upgrades thereto, including, but not limited to, rights in confidential and trade secret material, electrical circuits, schematics, source code, object code, trademarks, service marks, patents, and copyrights, shall be and will remain the property of Lasso.

b. Restrictions. Customer shall not cause or allow any distributing, sub-licensing, transferring possession of, or otherwise making available copies of the Lasso Product to any person not employed at the Customer’s place of business. Customer and Authorized Users are prohibited from making or allowing any modifications, adaptations, enhancements, circumventions, bypasses, impairments, interferences, changes, or derivative works of the Lasso Product or the Lasso Device, and Customer shall advise all Authorized Users that they are prohibited from such actions.
4.
Proprietary Information; Confidentiality: The Proprietary Information of Lasso shall remain confidential and proprietary to Lasso. Customer and Authorized Users shall not attempt to reverse engineer, decompile or disassemble any portion of the Proprietary Information or otherwise derive its source code. Customer further agrees that it will use its best efforts to prevent any such action by its Authorized Users by advising Authorized Users of this provision and by immediately reporting to Lasso and halting any such action of which Customer has knowledge. Customer shall not disclose, provide or otherwise make available the Proprietary Information of Lasso to any person, other than Authorized Users who have signed agreements with Customer providing for the reasonable protection of the Proprietary Information, without Lasso’s prior written consent, signed by an authorized officer of Customer. Customer shall also protect the Proprietary Information through instructions to its employees, access limitations, and the like, no less securely than if it were Customer’s own intellectual property. Customer shall not use the Proprietary Information except to the extent permitted hereunder.
5.
Technical Support: Lasso recommends that all Lasso Product be covered by Lasso's Maintenance and Support Policy, as set forth in this Section 5. Upon payment by Customer of Lasso's maintenance and support fees then in effect, Lasso will provide the Maintenance and Support Services as described below in this Section 5.

a. Term of Maintenance and Support Services: The Maintenance and Support Services shall be provided for an initial term of one year from the date of first use, access or delivery of the Lasso Device with associated web access, and thereafter for successive periods of support renewal terms of one year each, unless and until terminated pursuant to Section 5g below.

b. Maintenance and Support Fee: The Maintenance and Support Services are active as long as the Customers account is current and become active after the Customer purchases the Lasso Product.

c. Maintenance Support Services Provided: Lasso will provide Customer with the following “Maintenance and Support Services during the support term for the Lasso Product: (a) telephone diagnostics and assistance in the use of the Lasso Product in accordance with the user manual during normal, weekday business hours, excluding holidays; (b) providing and regularly updating the Lasso Support Frequently Asked Question page; (c) providing updates upon their general commercial releases by Lasso. Lasso will use commercially reasonable efforts to respond promptly to all reasonable Maintenance and Support Service requests from Customer. Lasso shall determine the timing and frequency of its updates and upgrades in its sole discretion. If Customer and Lasso mutually agree, Lasso will provide Maintenance and Support Services to Customer that are not covered under this Section. If such services are ordered by Customer and provided by Lasso, they shall be governed by this Agreement and provided during normal business hours, excluding holidays observed by Lasso, and Customer shall pay Lasso's then current charges for such services. For certain problems, Lasso may require Customer to furnish a test case and sufficient documentation to allow recreation of the problem. At Customer's request, Lasso and Customer will execute a mutually agreeable confidentiality agreement regarding the test case and documentation furnished to Lasso.

d. Excluded Services: Only the services specified in Section 5c are included under Maintenance and Support Services, and no other services whatsoever, including without limitation, any of the following services: (a) services arising out of, resulting from or with respect to, (i) the relocation, movement, improper operation, neglect, or misuse of the Lasso Product; (ii) Customer's failure to maintain proper site or environmental conditions; (iii) the use of the Lasso Product with any software or hardware for which its use is not recommended in the user manual; (iv) the fault of Customer or Customer's agents or employees; (v) any attempt at repair or service resulting from or required as a result of neglect, misuse, or accidental damage of the Lasso Product; (vi) alterations or modifications to the Lasso Product performed by other than Lasso or a party authorized by Lasso to perform such alterations or modification; (vii) the use of the Lasso Product for other than the purposes for which they were designed; (viii) any casualty, act of God, or the unauthorized act of any third party; (ix) the failure or interruption of any electrical power, telephone, or communication service or like cause; (x) any other cause external to the Lasso Product except ordinary use in accordance with the license granted herein; (xi) furnishing supplies, accessories, or media; (xii) the support of software developed by Customer or obtained from third parties; (xiii) a guarantee that there will be a software update during the term of this Agreement; (xiv) on-site service; (xv) Lasso Product that is not the then-current production release or the immediately preceding release (if more than 180 days has elapsed since the date a production release subsequent of the Software has occurred); and (xvi) any other cause or circumstance that is not covered by any applicable warranty expressly set forth herein; (b) any service or product not specifically set forth in Section 5c; (c) service at Customer's location; (d) hardware and related supplies; and (e) training.

e. Additional Services: If Lasso performs software maintenance and support services at Customer's request beyond the scope of the Maintenance and Support Services specified herein, or outside the principal period of maintenance, those services shall be requested in writing by Customer and billed to Customer at Lasso's then current charges for the services and materials provided. Lasso shall not be obligated to perform any additional services.

f. Discontinued Licensed Products: Lasso reserves the right to replace a Lasso Product that is discontinued or retired by Lasso with a replacement Lasso Product, and negotiate with Customer the difference in price, if any.

g. Support Services Cease: If Customer ceases paying for Maintenance and Support Services as described herein, Lasso shall have no further obligations hereunder. Customer understands and agrees that if Customer discontinues and then resumes the use of Maintenance and Support Services, Customer will be required to pay Lasso a reinstatement fee in accordance with Lasso's Maintenance and Support Policy then in effect, plus the maintenance fee for the term of Maintenance and Support Services then commencing.

h. Contact Person: If requested by Lasso, Customer shall designate one person who must be properly trained in the operation and use of the Lasso Product to serve as Customer's contact person for all services performed under this Agreement. All requests for service under this Agreement shall be made by Customer through such contact person.
6.
Default and Termination: The term of this EULA begins when Lasso begins to provide, and Customer begins to use, the Lasso Product. Lasso may delay providing services if Customer fails to provide all information requested on the login page, does not provide proper payment information within 30 days of purchasing the Lasso Product or if Lasso, in its sole discretion, determines that the Lasso Product has or will be used improperly or not within the provisions of this EULA. Likewise, Lasso may terminate this EULA and Customer’s use of the Lasso Product if Customer abrogates their responsibilities towards this license or breaches this EULA.

Subject to the terms of this EULA, Customer may terminate this EULA at any time within 30 days of purchasing a Lasso Product for a full refund, less shipping costs. In order to receive a full refund, the Lasso Device must be returned to Lasso in good, undamaged condition. Special order sensors and similar items for industrial users provided to work with a Lasso Device may not be returned for refunds. If this EULA is terminated by Customer after 30 days of purchase, a $100 early termination charge will be incurred and charged to the credit card (or a replacement credit card supplied by Customer) used to purchase the Lasso Product and no further monthly charges will be incurred. Customers who paid for a year’s service in advance will be refunded the pro-rata share of such fee within 60 days of receiving notice of termination, less the $100 early termination fee if applicable. Please contact Lasso Technologies if you wish to terminate this agreement.

Customer’s right to use the Lasso Product shall cease upon termination without further action. Termination by Lasso shall be in addition to, and not a waiver of, any remedy available to Lasso at law, equity or under this Agreement. All remedies hereunder and under applicable law shall be cumulative. Notwithstanding the foregoing, the provisions of Sections 3, 4, 6, 9, 10, 13-21 shall survive termination.
7.
User Manuals: a. Access to Manuals: Customer acknowledges that the user manual provided by Lasso is an integral part of the Lasso Product and is necessary for the proper use and application of the Lasso Product.

b. No Right to Copy Manual: The license granted in Section 2 of this Agreement does not include any right to copy the user manual for use with the Lasso Product. Customer acknowledges and agrees to use its best efforts to advise Authorized Users that any duplication of the manual is unauthorized by this Agreement, is prohibited by law, and constitutes an infringement of Lasso’s copyright.
8.
Infringement: a. Lasso will defend, at its own expense, any action against Customer based on a claim that the Lasso Product infringes a United States patent or United States copyright or involves misappropriation of a trade secret. Lasso agrees to pay any money damages (other than exemplary or punitive damages) awarded against Customer attributable solely to any such infringement, disclosure or misuse. Lasso will pay such damages or costs as are finally awarded against Customer for such infringement or misappropriation provided that Customer gives Lasso: (a) prompt written notice of any such action and of all prior related claims; (b) sole control of the defense and settlement of such action; and (c) full cooperation in any defense or settlement. Lasso shall not be liable for any fees, costs, or damages incurred without such prompt written notice, control, and cooperation.

b. Should any Lasso Product become, or in Lassos opinion be likely to become, the subject of a claim of infringement or trade secret misappropriation as set forth in Section 8, Lasso shall, at its option and expense: (a) obtain for Customer the right to continue using the Lasso Product; (b) replace or modify the Lasso Product so its use becomes non infringing or otherwise lawful; or (c) terminate the license granted hereunder with respect to the infringing Lasso Product or subcomponent and refund the applicable license fee paid by Customer for the Lasso Product, less a reasonable allowance for past use based on straight-line depreciation over a three-year period.

c. Notwithstanding the foregoing, Lasso shall have no liability for any claim of infringement of a patent, copyright or other intellectual property right or trade secret misappropriation, based on the use of the Lasso Product: (a) on a computer or other device for which it was not designed; (b) with any other product not supplied by Lasso; (c) in any manner or purpose for which the Lasso Products were not designed; (d) if the infringement or misappropriation could have been avoided by Customer’s use of the most current version of the Lasso Product; (e) if it has been modified by anyone other than Lasso; or (f) that infringes on intellectual property rights or trade secrets owned by Customer or any of its affiliated companies.

d. This section 8 states customer’s exclusive remedy and lassos sole liability for the lasso product or software infringing on the intellectual property rights of third parties or constituting a misappropriation of the trade secrets of third parties.
9.
Limited Warranty and Disclaimer of Liability: a. Software Warranty. Subject to the terms of this EULA, Lasso warrants that the Lasso Product (other than the Lasso Device) licensed hereunder will conform substantially to the specifications found in Lasso’s user manual, as modified from time to time, for a period of 1 year from the date on which the Lasso Device is delivered to Customer. If Lasso confirms a material non-conformity of the unaltered Lasso Product to the user manual as reported by Customer, Lasso will use commercially reasonable efforts to remedy the nonconformance during such period. Lasso does not warrant that the operation of the Lasso Product will be uninterrupted or error free, nor does it guarantee that its remedial efforts will correct any nonconformance. Corrections and replacements will be warranted for the remainder of the original warranty period. If any lasso product (other than a lasso device) fails to comply materially with any limited warranty set forth in this section 9 and lasso does not remedy such failure pursuant to this section 9, lasso’s sole obligation and liability, and customer’s exclusive remedy, for such failure shall be limited: to the refund of the fee paid for such lasso product, upon the return of such lasso product to lasso, in which event this eula shall terminate. Lasso will have no obligation for non-conformities in the Lasso Product that are caused by accident, abuse, or misuse of the Lasso Product or for any other reason specified in Section 5d.

b. Software Maintenance and Support Services. Lasso warrants that the Software Maintenance and Support Services referred to in Section 5, and all other maintenance and support services Lasso provides Customer under this EULA Agreement (collectively the "Maintenance and Support Services"), will be performed in a professional and workmanlike manner. For Maintenance and Support Services that do not conform to the limited warranty above, Licensee is entitled to re-performance of the services, or if Licensor cannot perform the services as warranted, Licensee is entitled to a refund of the fee paid to Licensor that is allocable to the non-conforming services. Correction of non-conformities as provided above shall be licensee's exclusive remedy and shall constitute fulfillment of all liabilities of licensor, whether in warranty, contract, tort, negligence, strict liability or otherwise with respect to the maintenance and support services.

c. Lasso Device. The following provisions of this Section 9c will apply to the Lasso Device sold by Lasso to Customer under this Agreement.

i. Lasso warrants that the Lasso Device sold by Lasso to Customer under this EULA will be free from defects in materials and workmanship for a period of one (1) year from the date of shipment. If any such Lasso Device proves defective during such warranty period, Lasso, at its option, either will repair the defective hardware without charge for parts and labor, or will provide a replacement in exchange for the defective hardware. Lasso’s responsibility to repair or replace defective lasso device is the sole and exclusive remedy provided to customer for breach of this warranty.

ii. In order to obtain service under this warranty, Customer must notify Lasso in writing of the defect before the expiration of the warranty period and obtain shipping instructions from Lasso for the defective Lasso Device. Customer shall be responsible for packaging and shipping the defective Lasso Device to Lasso with shipping charges prepaid. Lasso shall pay for the return of the Lasso Device to Customer in the United States. Customer shall be responsible for paying all shipping charges, duties, taxes, and any other charges for hardware returned to any other locations.

iii. This warranty shall not apply to any defect, failure or damage caused by improper use or improper or inadequate maintenance and care. Lasso shall not be obligated to furnish service under this warranty (a) to repair damage resulting from improper use or connection to incompatible equipment, (b) to service the Lasso Device that has been modified or integrated with other products when the effect of such modification or integration increases the time or difficulty of servicing the Lasso Device, (c) to repair or replace cables that become defective or unacceptable for their intended use due to wear and tear, or (d) arising out of, resulting from or with respect to (i) the relocation, movement, improper operation, neglect, or misuse of the Lasso Device or Lasso Product, (ii) Customer’s failure to maintain proper site or environmental conditions, (iii) the use of the Lasso Device or Lasso Product with any software or hardware for which its use is not recommended in the user manual, (iv) the fault of Customer or Customer’s agents or employees, (v) any attempt at repair or service resulting from or required as a result of neglect, misuse, or accidental damage of the products, (vi) alterations or modifications to the Lasso Device or Lasso Product performed by other than Lasso or a party authorized by Lasso to perform such alterations or modification, (vii) the use of the Lasso Device or Lasso Product for other than the purposes for which they were designed, (viii) any casualty, act of God, or the unauthorized act of any third party, (ix) the failure or interruption of any electrical power, telephone, or communication service or like cause, (x) any other cause external to the Lasso Device or Lasso Product except ordinary use in accordance with the license granted in this EULA, (xi) support of hardware obtained from third parties, (xii) normal wear and tear, (xiii) batteries whose fully charged capacity does not fall below 80% of their rated capacity and batteries that leaks, (xiv) improper operation, storage, misuse or abuse, accident or neglect such as physical damage to the surface of the product, (xv) contact with liquid, water, rain, extreme humidity, sand, dirt or the like, extreme heat, or food, (xvi) abnormal usage or conditions, (xvii) acts which are not the fault of Lasso, or (xviii) use of the Lasso Device in applications for which it is not intended or attempting to use the GPS features in environments where a reliable satellite signal cannot be reliably obtained or remote locations with no cell tower connectivity.

iv. A Lasso Device that is replaced by Lasso is the property of Lasso. If Lasso provides replacement Lasso Device, Customer agrees to ship the Lasso Device that is replaced to Lasso within 30 days of Customer’s receipt of replacement Lasso Device. Any such replaced Lasso Device not returned to Lasso within such time period will be invoiced to Customer (and charged to Customer’s credit card on file with Lasso), and Customer agrees to pay Lasso the current list price of such Lasso Device. Lasso may ship replacement Lasso Device to Customer that is either new or refurbished.

v. In order to make a claim under this warranty, Customer will receive instructions on how to ship the Lasso Device to the Lasso Repair Center. To obtain service, you must include your customer information, and a written description of the problem. Call 866-392-0923 for service.

d. Certain Warranties Customer represents, covenants and understands that (i) he or she is at least 18 years of age, or a legal entity, and will not use Lasso Product for any illegal activity and has the legal right to use Lasso Product as stated in this EULA, (ii) the Lasso Product will not be used in situations which violate local, state, or federal laws or which harass, damage reputations, intimidate, or unjustly use the Lasso Product for surveillance, (iii) Lasso, or its subcontractors and affiliates, may gather information on their servers and process data from Lasso Product in order to provide location and sensor information to the Customer, and (iv) all account information provided by Customer to Lasso will be accurate and honest.

e. Exclusion of Implied and Other Warranties. Lasso makes no conditions or warranties of any kind, whether expressed or implied, written or oral, except as expressly stated in this section. Lasso disclaims all other conditions and warranties, expressed and implied, statutory or otherwise, including without limitation all warranties covering hardware other than the lasso hardware, and the implied warranties of merchantability, fitness for a particular purpose, and freedom from infringement with respect to the lasso product and all other products, support services, other services, materials, documentation, and other items furnished under, or in connection with, this eula. "this limited warranty gives customer specific legal rights." customer may have other rights, which vary from state/jurisdiction to state/jurisdiction. Only an authorized officer of Lasso may make modifications to this warranty or additional warranties binding on Lasso, and such modifications or additional warranties must be in writing. Accordingly, additional statements such as those made in advertising or presentations, whether oral or written, do not constitute warranties by Lasso and should not be relied upon as such.
10.
Limitation of Remedies: a. Limitation of Liability Except as otherwise expressly stated in this eula, lasso’s (and its suppliers') entire liability, and customer’s exclusive remedy, for any and all claims arising under or in connection with this eula or related to any item or service provided under or in connection with this eula, regardless of the form of the action, whether in breach of warranty, contract, tort, strict liability or otherwise, shall be limited to an amount equal to the fees paid to lasso by customer in connection with the lasso product. In no event shall lasso (nor any of its suppliers) be liable for any special, indirect, incidental, consequential, or exemplary damages (including without limitation loss of data, lost profits, and costs of procurement of substitute goods), arising out of, or in connection with, this eula or any product, service, or other item provided under, or in connection with, this eula, whether in breach of warranty, contract, tort, strict liability or otherwise, even if lasso has been advised of the possibility of such damages. Malfunction of a computer or computer network may make the lasso product unavailable. Customer agrees that lasso shall not be liable for damages incurred or sums paid when the lasso product is unavailable due to these malfunctions.

b. Limitations Period. Neither party may bring any action under this EULA for any cause whatsoever more than two (2) years after the occurrence giving rise to such cause of action, regardless of the date of discovery thereof; provided however, that this Section 10b shall not apply to any action brought by Lasso for violations of Sections, 2, 3 or Section 4 and actions brought by Lasso to protect its intellectual property rights.
11.
Relationship of the Parties: For purposes of this Agreement, Customer is not an agent of Lasso, and Customer has no express or implied authority to act on behalf of or make any representations whatsoever on behalf of Lasso. Lasso has no right to control any activities of Customer outside the terms of this Agreement.
12.
Updates: Updates include enhancements and corrections of and modifications and additions to the Lasso Product. Updates also include later versions of the Lasso Product. Use of updates with or in place of the Lasso Product shall be fully governed by and subject to the terms of this Agreement relating to the reproduction and use of the Lasso Product.
13.
Export: This product is controlled under the export regulations of the United States of America. The Government of the United States may restrict exportation of this product to certain destinations. Customer assumes the responsibility for compliance with all applicable export and re-export regulations, as the case may be.
14.
Customer Information & Privacy: Customer who purchases Lasso Product must provide name, address, email, phone and credit card information to activate services. Customer must notify Lasso of any change in address or credit card information. Lasso uses a variety of technologies to acquire GPS positional information as configured by the Customer. This information is stored and processed on Lasso’s servers to provide desired services to the Customer. This information will be stored on the servers for a period determined solely by the Customer. Customer may terminate location acquisition by terminating the service or turning off the Lasso Product.

Lasso uses customer information in accordance with federal customer privacy laws. Lasso shall not intentionally disclose personal information or location information acquired by Lasso or third party providers without written permission of Customer. Customer acknowledges that wireless information being transmitted between Customer’s Lasso Product, servers, and telecommunications providers may be intercepted and interpreted and are not necessarily confidential. Lasso cannot guarantee the security of this information or data collected from its web sites. Customer will be notified if it is found that an unauthorized person has accessed customer data. Cookies may be used to identify the Customer as a user of the Lasso web site.

Lasso uses data solely to fulfill and enhance the Customer’s experience with the Lasso Product and does not share information, location information or web information with outsiders who are not directly involved with the operation of the Lasso Product. However, data will be shared where required by law, law enforcement, subpoenas, or other legal proceedings which require transfer of data. Lasso will not knowingly allow the collection of location information or personal information from any individual younger than 18, unless the child’s information is acquired by their guardian. Contact us at 866-392-0923 if you have any specific questions about our privacy policy
15.
Device Lost or Stolen: If a Lasso Product is lost or stolen, Customer is responsible for charges until Customer contacts Lasso. Once notified, Lasso will suspend customer account. Customer can choose to purchase a new device to work with the old account, or may choose to terminate the account altogether in which case early termination charges may apply.
16.
GPS data: Customer understands that Lasso will access global positioning data from the Lasso Product that the Customer has purchased to determine location of Customer’s objects, assets, vehicles and other items which the Customer has chosen to track. Tracking of people without their consent is illegal. The FCC and FAA do not allow the use of the Lasso Product in aircraft.

Customer understands that Lasso will use cell phone technologies selected by Lasso to acquire position from Lasso Product using private protocols to encrypt each packet of data. Lasso monitors and collects acquired information using third party cell phone provider networks and services. Customer will not use or attempt to use Lasso Product on any other networks. Every reasonable effort has been made by Lasso to secure the GPS and command information being transmitted and received to the Lasso Product. Results of the location will be routed to the Customer over internet web pages and email messages. Customer understands that the Lasso Product locations are retained on the Lasso’s servers and Lasso will not knowingly provide this data to anybody but the Customer.
17.
Customer Actions: Lasso is not responsible for misrepresentations of the Customer’s identity, or if Customer has the legal right to monitor or track the location of specific items or people. Customer shall use the provided user and password features of the Lasso web site and not disclose this information to others. Lasso is not responsible for Customer’s willful misconduct, acts of any third party, or occurrences beyond the reasonable control of Lasso.
18.
Arbitration: Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any controversy or claim arising out of or relating to this Agreement or to its breach shall be settled by an arbitration administered by the American Arbitration Association and pursuant to its rules, and judgment upon the award rendered in such arbitration may be entered in any court of competent jurisdiction.
19.
General: a. Complete Agreement; Amendment. Each party acknowledges that it has read this Agreement and any exhibit, understands them, and agrees to be bound by their terms, and further agrees that they are the complete and exclusive statement of the agreement between the parties which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties.

b. Purchase Order. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any purchase order, the terms and conditions of this Agreement shall control.

c. Governing Laws. The laws of the State of Texas shall govern this Agreement and performance under this Agreement

d. Limitations Period. No action, regardless of form, arising out of this Agreement may be brought by Customer more than two (2) years after the cause of action has arisen.

e. Severability. If any provision of this Agreement is determined by a court to be, or becomes, invalid, unenforceable or illegal, such provision shall be (a) modified to be made valid, enforceable and legal in such a manner as to best effectuate the intent of the parties on the date hereof or (b) deemed eliminated where such modification is not practicable. The remainder of this Agreement shall remain in effect in accordance with its terms as modified by such modification or deletion.

f. Assignment. Neither this Agreement nor any of Customer’s rights or obligations under this Agreement shall be assigned or transferred by Customer without Lasso’s prior written consent and any attempted assignment or transfer without such consent shall be void. Customer agrees that this Agreement binds Customer and each of its employees, agents and persons associated with it, including Customer’s affiliated and subsidiary firms, corporations and other organizations. Lasso may assign this Agreement and its rights and obligations hereunder without Customer’s consent.

g. Assumption by Successor to Lasso. In the event of the acquisition of Lasso’s business, software, or both by a third party, Lasso agrees to make such an acquisition subject to the assumption of the terms of this Agreement by the third party.

h Cessation of Business. Should Lasso cease doing business for reasons other than the acquisition of the business Product, or software by a third party, the license granted in Section 2 of this Agreement shall become a perpetual, nonexclusive, nontransferable license.

j. Waiver. The waiver or failure of Lasso to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.

k. Headings. The headings appearing at the beginning of the several sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used in the construction and interpretation of this Agreement.

l. Lasso device is only to be used in the Continental United States unless prior special written agreements has been made between Lasso and Customer. Travel out of the United States without this special roaming agreement will result in additional fees to the Customer.

m. Lasso device transmissions restricted to approximately 2000 messages per month. Customer will incur additional charges if prior written agreements has not been made for additional data usage.
20.
FCC Notice to Users: This device complies with Part 15 of the FCC Rules. Operation is subject to the following two conditions:
(1) This device may not cause harmful interference, and

(2) this device must accept any interference received, including interference that may cause undesired operation.

Lasso Technologies, LLC.
8111 Lyndon B Johnson Freeway, Suite 900
Dallas, TX 75251.
Tel: 866-392-0923

This equipment has been tested and found to comply with the limits for a Class B digital device, pursuant to Part 15 of the FCC Rules. These limits are designed to provide reasonable protection against harmful interference in a residential installation. This equipment generates, uses and can radiate radio frequency energy and, if not installed and used in accordance with the instructions, may cause harmful interference to radio communications. However, there is no guarantee that interference will not occur in a particular installation. If this equipment does cause harmful interference to radio or television reception, which can be determined by turning the equipment off and on, the user is encouraged to try to correct the interference by one more of the following measures:

(i) Reorient or relocate the receiving antenna.
(ii) Increase the separation between the equipment and receiver.
(iii) Connect the equipment into an outlet on a circuit different from that to which the receiver is connected.
(iv) Consult the dealer or an experienced radio /TV technician for help.
Changes or modifications not expressly approved by Lasso for compliance could void the user's authority to operate the equipment.
21.
Specific Absorption Rate: Lasso Products have been tested not to exceed SAR limits ratings set by the FCC. This rating requires that the Lasso Product be used 20cm or more from the body. Working closely with federal health and safety agencies, such as the Food and Drug Administration (FDA), the FCC has adopted limits for safe exposure to radiofrequency (RF) energy. These limits are given in terms of a unit referred to as the Specific Absorption Rate (SAR), which is a measure of the amount of radio frequency energy absorbed by the body when using a mobile phone. The FCC requires cell phone manufacturers to ensure that their phones comply with these objective limits for safe exposure. Any cell phone at or below these SAR levels (that is, any phone legally sold in the U.S.) is a "safe" phone, as measured by these standards. The FCC limit for public exposure from cellular telephones is an SAR level of 1.6 watts per kilogram (1.6 W/kg).