AT&T Workforce Manager (“WORKFORCE MANAGER”) End User License Agreement

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AT&T Corp. and its Affiliates (“AT&T”) licenses the AT&T WORKFORCE MANAGER, application (the “Application” or “App” or “Service”) to You, conditioned upon your acceptance of this End User License Agreement (“Agreement” or “License”).

BY CLICKING “I AGREE” OR “ACCEPT”, OR BY DOWNLOADING, INSTALLING OR USING THIS APP, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO ITS TERMS; (B) ACKNOWLEDGE THAT YOU ARE 18 YEARS OF AGE OR OLDER; (C) ACKNOWLEDGE THAT IN NO EVENT IS THIS APP TO BE USED BY PERSONS UNDER THE AGE OF 13; (D) AGREE TO ABIDE BY THE AT&T ACCEPTABLE USE POLICY FOUND AT att.com/aup AND BY THE TERMS OF YOUR ENTERPRISE AGREEMENT WITH AT&T. IN THE EVENT OF A CONFLICT BETWEEN THIS LICENSE AND YOUR ENTERPRISE AGREEMENT, THE APPLICABLE PROVISION OF THE FORMER SHALL CONTROL.

If at any time after reviewing or using the App You wish to terminate such use of this License, You must un-install and remove the App from Your Device, and delete any copy in Your possession. This License will automatically terminate if You are not, or are no longer, an AT&T subscriber subject to the terms of an Enterprise Agreement.

1. DEFINITIONS:

(a) “AT&T,” “Licensor,” “We,” “Our” and “Us” mean AT&T Corp. and its operating: subsidiaries, affiliates, and parents; pertinent suppliers, agents, employees, successors and assigns. (b) “AT&T WORKFORCE MANAGER” means the AT&T WORKFORCE MANAGER App, any website, software, documentation, content or services provided in connection with the App, and any updates to these items. (c) “You,” “Your” and “Licensee” mean: (i) if you are a consumer or any individual user, an individual who downloads or uses AT&T WORKFORCE MANAGER and any person or entity represented by that individual; or (ii) if you are a business or government customer, the entities subject to the Enterprise Agreement, the authorized representatives of those entities and all Corporate Responsibility Users (CRUs) of such entities. (d) “Agency” means an entity that is subject to the Enterprise Agreement.

2. THE APP:

AT&T Workforce Manager tools include GPS tracking, wireless time entry, vehicle and asset location mapping, geo-fencing, work order dispatching, wireless forms, and barcode scanning. The Solution uses GPS and wireless technology and includes a Customer-specific portal. The Solution includes applications that work on smartphones and tablets carried by mobile workers in the field, a browser-based portal for viewing and interacting with those mobile workers, and specialized devices installed on vehicles and assets. The Solution has different levels of service: Standard, Enhanced, and Premium, and it offers a number of different features, including AT&T Workforce Manager Voice Dispatch; AT&T Workforce Manager for Vehicles; and AT&T Workforce Manager for Mobile Assets. Customers that purchase the Standard, Enhanced or Premium service may also subscribe to the optional Intelligent Tracking Add-on service.

2.1 CONSENT TO DISCLOSE LOCATION INFORMATION:

This App accesses and uses personally identifiable location information of Your users (“Location Information”) in order to facilitate group calls, identify the user’s location to other AT&T WORKFORCE MANAGER users and provide the location to an Agency’s two-way radio and dispatch systems. This notice may serve as AT&T’s sole notice to You that the Software may disclose Your Location Information to the subscribing Customer, and You may not receive any reminders or further notice. If a User no longer wish(es) to allow a business or government Customer to have access to Location Information, the Software must be uninstalled and deleted from the Device. By using the App, You and Your users consent to and agree that AT&T and its pertinent suppliers may access subscribed Devices and otherwise obtain Location Information, and to record, compile and use such information in the provision and improvement of the services, features, and functionality available within the App.

2.2 CONSENT TO DISCLOSE PERSONAL INFORMATION:

Use of this App may allow the subscribing Customer to access a Device and to view and manage software, transactions and information on the Device, including, without limitation, name, wireless telephone number, Location Information, personal wireless account status and applicable wireless network provider/carrier, device number, device make and manufacturer, and other operational device information such as battery level and signal strength. This Agreement constitutes consent to such disclosures. This notice may serve as AT&T’s sole notice to You and Your users that the Software may disclose such personal information to the subscribing Customer. If You or Your users no longer wish to allow a business or government Customer to have access to the personal information as described above, the Software must be uninstalled and deleted from the Device. AT&T does not retain the Application Information longer than is reasonably necessary for such use. AT&T may use and distribute information regarding use of the Application both internally and to its pertinent suppliers to provide the Service, to improve its product performance or to develop new products. Use of the App and the Service constitutes Your and Your users’ consent to AT&T’s limited use and distribution of the Application Information and the collection and use of the Application Information is governed by AT&T’s Privacy Notice that is found at https://about.att.com/privacy.html.

3. LICENSE GRANT AND USE RESTRICTIONS.

3.1 License Grant.

Subject to the restrictions set forth in Section 3.2, AT&T grants You a personal, revocable, non-exclusive, non-transferable, limited right to install and use one copy of the App on a device owned and controlled by You (“Device”), and to access and use the App on such Device, strictly in accordance with the terms and conditions of this License, and all applicable local, national, and international laws and regulations.

3.2 Restrictions on Use.

You and Your users shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App for any purpose; (b) modify, adapt, improve, or create any derivative work from the App; (c) violate any applicable laws, rules or regulations in connection with Your access or use of the App; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of AT&T or its collaborators, suppliers or licensors; (e) use the App in a manner that derives revenue directly from such use, or use the App for any other purpose for which it is not designed or intended; (f) install, use or permit the App to exist on more than one Device at a time or on any other mobile device or computer; (g) distribute the App to multiple Devices; (h) make the App available over a network or other environment permitting access or use by multiple Devices or users at the same time; (i) use the App for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by AT&T; (j) use the App to send automated queries to any website or to send any unsolicited commercial e-mail; (k) use any proprietary information or interfaces of AT&T or other intellectual property of AT&T in the design, development, manufacture, licensing or distribution of any Apps, accessories or devices for use with the App; (l) circumvent, disable or tamper with any security-related components or other protective measures applicable to the App or the Device or (m) reproduce, archive, retransmit, distribute, sell, lease, rent, exchange, modify, broadcast, synchronize, publicly perform, publish, publicly display, make available to third parties, transfer or circulate the App.

You and Your users agree to abide by the rules and policies established from time to time by AT&T. Such rules and policies may include, for example, required or automated updates, modifications, and/or reinstallations of the App and obtaining available patches to address security, interoperability, or performance issues. These obligations survive termination of this License.

4. INTELLECTUAL PROPERTY RIGHTS.

4.1 Rights to App.

The App (including its source and object code), any copies thereof (whether or not present on a Device), and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of AT&T or its collaborators, licensors, or suppliers. The source and object code of the App are the proprietary and confidential information of AT&T and its collaborators, licensors and suppliers. The App is licensed, not sold, to You. Title to the App shall remain with AT&T and/or its collaborators, licensors and suppliers. AT&T and its collaborators, licensors, and suppliers reserve the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of the App (or any copy thereof) at any time with notice and will have no liability for doing so. Except as expressly stated in this License, You are not granted any intellectual property rights in or to the App by implication, estoppel or other legal theory, and all rights in and to the App not expressly granted in this License are hereby reserved and retained by AT&T. These obligations survive termination of this License.

4.2 AT&T Marks.

The following company names and their related logos and all related product and service names, design marks and slogans are trademarks and service marks owned by and used under license from or to AT&T: “AT&T” and “AT&T WORKFORCE MANAGER” (the “AT&T Marks”). You are not authorized to use the AT&T Marks in any advertising, publicity or in any other commercial manner without the prior written consent of AT&T, which may be withheld for any or no reason. These obligations survive termination of this License.

5. NO RESPONSIBILITY FOR THIRD PARTY CONTENT AND SERVICES.

The App may permit access to products, services, websites, and content from vendors and other third parties (“Third Party Content and Services”), Your use of Third Party Content and Services may be subject to additional terms of use set by the third parties. YOUR AND YOUR USERS’ USE OF THIRD PARTY CONTENT AND SERVICES IS AT YOUR SOLE RISK AND DISCRETION. AT&T does not investigate, monitor, represent, endorse or publish the Third-Party Content and Services. AT&T reserves the right to restrict or deny access to any Third-Party Content and Services otherwise accessible through the App. AT&T shall have no liability to You or Your users arising out of or in connection with Your and Your users’ access to and use (or misuse) of the Third-Party Content and Services.

6. TERM AND TERMINATION.

This License shall be effective until terminated. Upon the termination of this License, all use of the App shall cease and the App shall be uninstalled from all Devices. These obligations survive termination of this License.

If You would like to cancel Your License and terminate Your service, contact the Customer’s AT&T Account Manager. Simply deleting the App from a Device will not terminate the License, and App charges will continue to accrue until the License is terminated. Any such termination of the License by You shall become effective upon AT&T’s receipt of Your notice.

7. LIMITED WARRANTY.

Licensor hereby warrants that, during the Warranty Period, the unmodified Software, when used in accordance with the associated documentation (“Documentation”), will materially conform to the technical specifications set forth in the Documentation applicable to such Software. The “Warranty Period” begins on the date Licensor makes the Software available for electronic download by You and ends upon termination of Your subscription to the Software. This limited warranty is void if Software failure has resulted from modification, accident, abuse, misuse or misapplication of the Software or other conduct or conditions outside the control of Licensor. Your sole remedy for any breach of this limited warranty shall be, at Licensor’s sole discretion, either (i) return of the price paid by You for the defective Software or (ii) repair or replacement by Licensor of the defective Software. The warranty set forth in this Section will terminate upon any termination of the license granted hereunder.

7.1 Disclaimer of Warranty.

YOU ACKNOWLEDGE AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE APP IS PROVIDED ON AN “AS IS’ AND “AS AVAILABLE” BASIS, AND THAT USE OF OR RELIANCE UPON THE APP IS AT YOUR SOLE RISK AND DISCRETION. TO THE EXTENT NOT PROHIBITED BY LAW, AT&T AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE APP, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THIS LICENSE, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, AT&T AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE APP WILL MEET YOUR REQUIREMENTS; (II) THE APP WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE APP WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE APP WILL BE CORRECTED OR THAT THE APP WILL BE MAINTAINED. AT&T AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE APP WILL BE COMPATIBLE OR INTEROPERABLE WITH YOUR DEVICE OR ANY OTHER PIECE OF HARDWARE, SOFTWARE, EQUIPMENT OR DEVICE INSTALLED ON OR USED IN CONNECTION WITH YOUR DEVICE. FURTHERMORE, YOU ACKNOWLEDGE THAT COMPATIBILITY AND INTEROPERABILITY PROBLEMS CAN CAUSE THE PERFORMANCE OF YOUR DEVICE TO DIMINISH OR FAIL COMPLETELY, AND MAY RESULT IN PERMANENT DAMAGE TO A DEVICE, LOSS OF THE DATA LOCATED ON A DEVICE, AND CORRUPTION OF THE SOFTWARE AND FILES LOCATED ON THE DEVICE. YOU ACKNOWLEDGE AND AGREE THAT AT&T AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES SUFFERED, RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS. THIS SECTION 7 SHALL SURVIVE TERMINATION OF THIS LICENSE.

LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL AT&T, ITS COLLABORATORS, SUPPLIERS OR LICENSORS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH OR RELATING TO THE SALE OR DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE, OR THE ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE APP, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AT&T’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE GREATER OF (i) THE INITIAL PURCHASE PRICE PAID BY YOU FOR THE APP, (ii) THE AGGREGATE AMOUNT YOU PAID TO AT&T FOR THE APP DURING THE ONE MONTH PRECEDING THE DATE THAT THE CLAIM ARISES, OR (iii) TWO DOLLARS ($2.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS SECTION 8 SHALL SURVIVE TERMINATION OF THIS LICENSE.

8. [RESERVED]

9. MISCELLANEOUS.

The following provisions survive termination of this License:

9.1 Governing Law, Limitation on Actions.

This License shall be governed by and construed in accordance with New York law and shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law principles. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

9.2 Contact Information.

You may reach AT&T Customer Service by dialing 1-888-262-0375. You can also visit Workforce & Field Management Solutions at AT&T Business. (att.com).

9.3 Severability.

If any provision of this License is held to be invalid or unenforceable, the remaining provisions shall not be affected and shall remain valid and enforceable to the fullest extent permitted by law.

9.4 Waiver.

Except as provided herein, the failure to exercise a right or require performance of an obligation under this License shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.

9.5 Export Control; Lawful Use.

You may not export or re-export the App except as authorized by United States law and the laws of the jurisdiction(s) in which the App was obtained. You represent and warrant that You are not located and will not use the App in any country that is (a) subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. You may not use the App in any manner or for any purpose prohibited (a) by United States law, regardless of where You use the App, or (b) by local law, in the jurisdiction(s) in which You use the App.

9.6 U.S. Government Rights in Commercial Computer Software.

The App was developed at private expense. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all software and accompanying documentation provided in connection with this Agreement are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

9.7 Performance or Benchmark Testing.

You may not disclose the results of any benchmark test using the App to any third party without AT&T’s prior written approval.

9.8 [RESERVED]

9.9 Survival.

Any provisions of this License which by their express language or by their context are intended to survive the termination of this License shall survive such termination.

9.10 Third Party Beneficiaries.

Except as explicitly provided in this License or in incorporated agreements, nothing contained in this License is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.

9.11 No Transfer by You.

Any attempted transfer by You in contravention of this License shall be null and void. These obligations survive termination of this License. AT&T may assign this License without restriction.

9.12 DMCA Copyright Notifications.

You may send AT&T a valid notification of claimed copyright infringement under the Digital Millennium Copyright Act (“DMCA”). AT&T’s designated agent to receive notifications of claimed infringement as described in DMCA subsection 512(c)(3) is:

Manager of Security & Copyright Infringement,
1800 Perimeter Park Drive, Suite 100
Morrisville, NC 27560
E-mail: copyright@att.com

For further information, see https://www.att.com/legal/terms.dmca.html

9.13 Entire Agreement.

This License including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the App licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.