Terms of Use

Introduction

These Terms of Use are a legal agreement between you and Numerex. By accessing, viewing, or using this site, you acknowledge that you have read, understood, and are bound by these Terms of Use. If you do not agree, please do not use this website.

Numerex may at any time, and without notice to you, revise these Terms of Use and any other content on this site. Numerex may also, without notice to you, make changes to the products and services described on, or available through, this site. Additional terms and conditions may apply to your use of particular portions of this site, for example, if you are authorized to access a secure area or if you participate in a discussion forum hosted by Numerex.

Proprietary Rights

The trademarks, logos and service marks (“Marks”) displayed on this site are the property of Numerex Corp. or third parties. You are not permitted to use these Marks without the prior written consent of Numerex or such third party as may own the Mark. “Numerex” is a trademark of Numerex Corp. ALL CONTENTS OF THIS SITE ARE PROTECTED BY COPYRIGHT. This site and its content may not be copied, reproduced, mirrored, or otherwise redistributed, or used to create derivative works without Numerex’s prior written consent, except that you have a non-exclusive, non-transferable, limited right to access and display the pages on this site on your computer. You may not modify the content on this site, must keep intact all copyright, trademark, and other proprietary notices, and must abide by any terms, conditions, and notices accompanying the content of this site. Products, services, software, or other materials available through this site that are covered by separate terms and conditions will be governed by them. Except for the foregoing, limited right, Numerex does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other intellectual property rights that are proprietary to Numerex.

Numerex respects the intellectual property rights of others. If you believe that your work has been copied and has been posted or made available through this site in a way that constitutes copyright infringement, please submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Numerex’s DCMA Contact with the following information in writing: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed upon; (c) a specific description of where the material that you claim is infringing is located on the Site; (d) your address, telephone number, and e-mail address; (e) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Numerex’s DCMA Contact for notice of claims of copyright infringement on this site can be reached as follows: Legal Department, Numerex Corp., 400 Interstate North Pkwy, Suite 1350, Atlanta, GA 30339. E-mail: mkent@numerex.com.

Confidentiality

Numerex does not want to receive confidential or proprietary information from you through this site. Any information or material you send us through this site will be deemed not to be confidential. If you wish to exchange confidential or proprietary information with Numerex, you must do so pursuant to a separate, written nondisclosure agreement between you and Numerex. By sending any information to Numerex through this site, you grant Numerex an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that Numerex is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. Personally-identifiable information that you send Numerex for the purpose of receiving products or services will be handled in accordance with Numerex’s applicable privacy policy.

Access to Password Protected/Secure Areas

Access to and use of password protected and/or secure areas of this site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of this may be subject to prosecution.

Links to Third-Party Sites

Our Websites may contain links to third-party websites. While we try to link only to websites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices of any third-party websites. For this reason, it is your responsibility to review the privacy policies of these websites before disclosing any personal information to or through them.

Linking to this Site

All links to this site must be approved by Numerex in writing, except that Numerex consents to links in which the link and the pages that are activated by the link do not: (a) create frames around any page on this site or alter in the visual presentation or appearance of this site’s content; (b) misrepresent your relationship with Numerex; (c) imply that Numerex approves or endorses you, your website, or your products and services; and (d) present false information about Numerex or damage the goodwill associated with the Numerex’s name and Marks. As a further condition to being permitted to link to this site, you agree that Numerex may at any time, in its sole discretion, terminate permission to link to this site. In such event, you agree to immediately remove all links to this site and to cease using any of Numerex’s Marks.

Numerex attempts to provide accurate, up-to-date information through this site. However, this site’s information is not guaranteed to always be accurate or up-to-date. You should therefore confirm the accuracy of all information before purchasing or using any products are services described on, or available through, this site.

USE OF THIS SITE IS AT YOUR SOLE RISK. ALL INFORMATION, PRODUCTS, AND SERVICES PROVIDED THROUGH THIS SITE ARE PROVIDED STRICTLY “AS IS,” WITHOUT WARRANTY OF ANY KIND. NUMEREX EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITATION, NUMEREX MAKES NO WARRANTY THAT THIS SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

NOTICE SPECIFIC TO SOFTWARE AVAILABLE ON THIS SITE

Software available for download from this site is the copyrighted work of Numerex and/or its licensors and is governed by the applicable end user license agreement included with the software (“EULA”). Reproduction or redistribution of software in violation of its EULA is prohibited by law, and may result in civil or criminal penalties.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE FOR FURTHER DISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS EXPRESSLY PERMITTED BY THE SOFTWARE’S EULA.

THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO ITS EULA. EXCEPT AS WARRANTED IN THE APPLICABLE EULA, NUMEREX DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

RESTRICTED RIGHTS LEGEND. Any software proprietary to Numerex which is downloaded from this site for or on behalf of the United States of America, its agencies and/or instrumentalities (the “U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. The manufacturer is Numerex Corp., 400 Interstate North Pkwy, Suite 1350, Atlanta, GA 30339.

LIMITATION OF LIABILITY

IN NO EVENT SHALL NUMEREX BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS SITE OR ITS USE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED BY, OR ACCESSED THROUGH THIS SITE, OR FOR THE USE OF, OR ACCESS TO, ANY INFORMATION, PRODUCTS, SOFTWARE, OR SERVICES INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS, OR LOSS OF DATA, EVEN IF NUMEREX IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORY.

Additional or different terms, conditions, and notices may apply to specific information, products, services, and software offered through this site. In the event of any conflict, such additional or different terms, conditions, and notices will prevail over these Terms of Use.

Forward-looking and Cautionary Statements

Some of the information on this site may contain projections or other forward-looking statements regarding future events or the future financial performance of Numerex. You are cautioned that these statements are only predictions and that actual events or results may differ materially. Numerex refers you to the documents filed from time to time with the Securities and Exchange Commission, specifically, Numerex’s most recent Form 10-K and Form 10-Q. These documents contain and identify important factors that could cause the actual results to differ materially from those contained in our projections or forward-looking statements.

Miscellaneous

Numerex failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use shall be governed and construed in accordance with the laws of the State of Georgia applicable to agreements made and to be performed in Georgia. You agree that any legal action or proceeding between you and Numerex for any purpose concerning these Terms of Use or the parties’ obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Georgia. Neither the course of conduct and/or course of dealing between the parties nor trade practice shall act to modify any provision of this Agreement. Numerex may assign its rights and duties under this Agreement to any party at any time without notice to you. Your rights and duties under these Terms of Use are not assignable by you without written consent of Numerex. These Terms of Use do not provide any third party with a remedy, claim, or right of reimbursement. You must file any claim or suit related to our site within one year after it arises.