Secure Location Services Terms and Conditions

These Service-Specific Terms describe the Cradlepoint Secure Location Services (“Location Services”) as an optional feature of the Cradlepoint NetCloud Manager Services available for use with certain Registered Devices. Customer’s use of the Location Service is governed by these Service-Specific Terms and the Cradlepoint End User Agreement located at https://qa-cradlepoint-wp.pantheonsite.io/legal/ (the “Agreement”). If Customer does not accept these Service-Specific Terms, then Customer should not use the Locations Services feature. Capitalized terms used in these Service-Specific Terms and not otherwise defined herein have the meaning given to them in the Agreement.

1. Definitions
   Following are definitions for certain capitalized terms used in connection with the Location Services.
   1. “Subscriber” means an End User that elects to use the Location Services.
   2. “Subscriber Data” means a Subscriber’s identity, phone number, email address, wireless carrier account information, billing information, the type of wireless device, Location Information, and any other personally identifying information captured by Cradlepoint or its third-party licensors and used within the Services in connection with Subscribers’ use of the Location Services. Subscriber Data does not include data provided directly to Cradlepoint by Customer for use in conjunction with opening, administering, or closing Customer’s Services account.
   3. “Location Information” means the approximate geographic location of a Registered Device in response to a Location Query, including the latitude/longitude, address, zip code, or position relative to a defined boundary or geo-fence.
   4. “Location Query” or “Location Queries” means electronic requests for Location Information made by Subscriber or the Location Services feature.
   5. “Registered Devices” Subscriber’s Cradlepoint devices managed by the Cradlepoint NetCloud Manager Services.
2. Description of Services
   Cradlepoint’s Location Services provides geolocation services that allow Customer and its End Users to monitor the physical location of certain Registered Devices that support Global Navigation Satellite System (GNSS). Location Services enable Customer to:
   1. Automatically detect and set the locations of Registered Devices equipped with GNSS on the GeoView map based on either GPS or their proximity to their serving cell tower(s).
   2. Set the location of a router manually on the GeoView map.
   3. View the locations of Registered Devices using the GeoView map on the router and account dashboards through NetCloud Manager Services.
   4. Find a Registered Device’s last-known location.
   5. Create a trail of a Registered Device’s previous locations (Location Tracking).
   6. Create a trail of a Registered Device’s previous locations by displaying breadcrumbs on the GeoView map.
   7. Create virtual “Geofences” around Registered Devices on the GeoView map to signal when Registered Devices physically leave a Geofenced area.
   8. Create alerts to notify when a Registered Device leaves its Geofenced area.
   9. Configure the interval when Registered Devices report their locations to NetCloud Manager.
   10. Display the serving cell tower(s) for a Registered Device with tower connection information.
3. Grant of Rights and Limitations
   1. Subject to Customer’s purchase of a Subscription with rights to use Location Services and compliance with all the terms and conditions of the Agreement and these Service-Specific Terms, Cradlepoint hereby grants Customer and its End Users a limited, personal, non-sublicensable, non-transferable, non-exclusive, right to access the Location Services, solely for Customer’s and its End Users’ internal use in accordance with any accompanying documentation. Cradlepoint grants Customer the right to use the Location Services solely in conjunction with the use of Customer’s Registered Devices.
   2. By accessing and using the Location Services, Customer, on behalf of itself and its End Users, expressly agrees to and hereby grants Cradlepoint a limited, irrevocable, royalty-free, sublicensable, non-exclusive license to collect, copy, reproduce, store, adapt, modify, translate, process, use, and disclose Customer Data (including without limitation, GPS coordinates, MAC address of a device, received signal strength of nearby Wi-Fi access points, nearby cell tower IDs, and IP address sent by devices using the NetCloud Manager Services) and Location Information to: (i) enable Cradlepoint to provide the Location Services, and (ii) improve location-based products and services, provided that such information does not identify Customer or Customer’s Confidential Information.
   3. Customer further acknowledges and agrees that Location Information may be collected and used by Cradlepoint, its subprocessors and its third-party licensors in support and provision of the Location Services and that no notifications are provided to Customer or its End Users when such Location Queries are made. To allow Cradlepoint to provide the best user experience, the Location Services may utilize a third-party provider to resolve location requests. At all times, Customer’s location information will be treated in accordance with such third party’s privacy policy, a copy of which is available upon request. The Location Services also use Google Maps/Google Earth functionality. Customer shall use the Location Services in compliance with and agrees to be bound by the Google Terms of Service Google Maps/Google Earth Additional Terms of Service available at https://www.google.com/help/terms_maps.html.
   4. Customer acknowledges and agrees that the Location Services provides an approximate location of the requested Registered Device and does not provide guaranteed, timely, or accurate results. In order for the Location Services to work, the Registered Device for which Customer make a Location Query the Registered Device’s modem and cellular carrier must support GNSS, the Registered Device must be turned on, charged and located within Customer’s coverage area, among other factors. Accuracy of the Location Information obtained via the Location Services is subject to network capabilities, environmental conditions such as structures, buildings, weather, geography, landscape, and topography, available data, atmospheric conditions and other factors associated with use of wireless networks, satellites and satellite data. Cradlepoint reserves the right to set limits on the use of the Location Services in its sole discretion. The Location Services may be subject to other limitations, such as, for purposes of example, monthly limits on the number of Location Queries Customer may make. Cradlepoint will make commercially reasonable efforts to provide Customer with advance notice of any changes to Customer’s usage limitations thirty (30) days prior to the end of the then-current Service Term.
   5. Support for Location Services may vary based on the carrier or network provider. Customer acknowledges and agrees that the Location Services coverage may be limited to the native network of the carrier. The Location Services may not provide Location Information for Registered Devices that are roaming or otherwise not on the designated carrier network. It may not be possible to utilize the Location Services to locate GSM or CDMA Registered Devices that are not in the United States or Canada.
   6. Customer agrees to use Location Services and the Location Information provided thereby only for lawful purposes, and Customer agrees to comply with all applicable laws and rules. Customer agrees that Customer will not misuse the Location Services and Customer will be responsible for any costs incurred by Cradlepoint or any other party (including attorney’s fees) as a result of Customer’s misuse or fraudulent use of the Location Services. Misuse or fraudulent use includes, but is not limited to:
      • Using the Location Services in such a manner so as to interfere unreasonably with the use of the Location Services by one or more other users or to interfere unreasonably with Cradlepoint’s ability to provide the Location Services;
      • Subscription fraud or unauthorized access to devices not provisioned for Location Services;
      • Using the Location Services for any purpose not directly related to Customer’s or its End Users’ internal purposes;
      • Using the Location Services to defame, harass, stalk, threaten or otherwise violate the legal rights of others;
      • Using the Location Services to disseminate or convey inappropriate, defamatory, obscene, salacious, or unlawful information, images or materials;
      • Attempting or assisting another to access, alter, or interfere with the communications and/or obtain information about another user or device not owned by or licensed to Customer;
      • Tampering with the security components of the Location Services or making an unauthorized connection to the network;
      • Utilizing the Location Services or a Cradlepoint device to track an individual or private automobile or other device without such individual’s consent;
      • Accessing or obtaining location information of a device other than one of Customer’s Registered Devices.
4. Customer Privacy Compliance
   Customer agrees at all times to comply with all applicable privacy, employment, consumer protection, marketing and data security laws and government guidelines, including (without limitation) all laws that apply to collecting, accessing, using, disclosing and securing Customer Data and Location Information; all laws applicable to protection of minor children and students; privacy policy and content standards of the wireless carrier and network providers from which Customer requests Location Information; applicable privacy, marketing, or advertising guidelines issued by the Mobile Marketing Association (MMA); and the CTIA Best Practices and Guidelines for Location-Based Services. Please report abuse or any violation of this provision by email to privacy@cradlepoint.com.
5. Termination and Cancellation
   1. Customer may discontinue use of the Location Services at any time. To the extent permitted by law and subject to any non-excludable rights or remedies that may be afforded to Customer, Customer understands and agrees that the cancellation or termination of Customer’s use of the Location Services is Customer’s sole right and remedy under these Service-Specific Terms or the Agreement with respect to any dispute including, but not limited to, any dispute related to, or arising out of: (i) these Service-Specific Terms; (ii) the content available through the Location Services or any change in content provided through the Location Services; (iii) Customer’s ability to access and/or use the Location Services; and (iv) the amount or types of fees, applicable taxes, or billing methods, or any change to such fees, applicable taxes, or billing methods.
   2. Cradlepoint may suspend Customer’s use of the Location Services at any time. Cradlepoint reserves the right to immediately terminate or suspend Customer’s access to the Location Services if Customer fails to comply with any term or condition in these Service-Specific Terms, including but not limited to failure to pay fees when due.
   3. Upon any termination or cancellation of the Location Services, Customer acknowledges and agrees that: (i) Customer will not be entitled to a refund of any Fees paid for the Services and Customer’s obligation to pay any balance due, shall survive any such termination or cancellation; (ii) Cradlepoint will not disable and Customer will be solely responsible for disabling the GPS functionality on Customer’s Registered Devices; and (iii) Customer’s access to Subscriber Data will immediately terminate.

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