AGNIK LLC CAR CONNECTION 2.0 END USER LICENSE AGREEMENT (EULA)
This is an Agreement between you, the end user, and Agnik,
LLC. By using the CAR CONNECTION 2.0 Software (a.k.a. CAR CONNECTION 2.0 Web
Portal), data, and documentation (the "System") you are agreeing to
be bound by the terms of this Agreement. If you do not agree with the terms of
this Agreement, you may not use the System.
LICENSE TERMS AND CONDITIONS
THE LICENSED SYSTEM
The System consists of Agnik’s utility patents 7,715,961,
8,478,514, patent application 14/586,952, 61/922,092 and other patents pending
on OnBoard Fleet, Vehicle, and Driver Monitoring Techniques. Agnik’s
copyrighted computer program for the use of those processes and related
functions; and compilations of vehicle and driver data are proprietary to Agnik.
The entire System, including the software, documentation (including
installation guide and help screens), data mining algorithms, screen displays,
and reports are protected by U.S. and foreign copyright laws. You have no
ownership rights in the System. Rather, you have a license to use the System as
long as this Agreement remains in full force and effect.
YOUR USE OF THE SYSTEM
Permitted Use. Provided that you have purchased a valid license, this Agreement permits you to use the System on a non-exclusive basis for personal, reference or business purposes, all as further set forth later in this Agreement. You may use the System as instructed by the documentation to perform its designed functions only for the purposes authorized by this Agreement.
Legend. Any System output that is provided to a third party must include the following credit and copyright notice: Copyright ©AGNIK, LLC. All Rights Reserved. You may not remove, alter, or conceal any copyright or trademark notices appearing on any System output.
You understand and agree that the trademarks, trade names, service marks, copyrights and other proprietary rights of Agnik or other third parties included in this solution are and shall remain the sole and exclusive property of Agnik or of the respective third parties as the case may be, and that you will not hold yourself out as having any ownership rights thereto. You further agree that you will make no use of such rights except as provided in this Agreement.
PROHIBITIONS ON USE
No Commercial Use. You do not have the right to sell, or to reproduce or distribute for sale, any part of the System or output of the System alone or in combination with any other text, data, software, or graphic matter.
No Interactive Use. You do not have the right to combine the System interactively with the operation of other software unless licensed to do so by Agnik.
No Modifications or Decompilation. You have no right to modify the System in any way, incorporate any part or product of it into a compilation or create any derivative work. You may not reverse engineer, decompile, disassemble or otherwise access source code or the logical structure and contents of the System database.
No Third Party/Service Bureau Use. You may not (a) permit
any third party to use the System or transfer, disclose or otherwise make
available the System to any third party, (b) use the System in the operation of
a service bureau. You agree to secure and protect the System in a manner
consistent with the maintenance of Agnik’s rights therein and to take
appropriate action by instruction or agreement with the other users under your
account who are permitted access to the System to satisfy your obligations hereunder.
No Ownership of Vehicle Data. You agree that Agnik remains the sole owner of CAR CONNECTION 2.0 Software, all representations and derivatives of Agnik Analytics that are used in CAR CONNECTION 2.0 and reports generated from the vehicles using CAR CONNECTION 2.0.
No Copies. The copying of the System, any portion of the System, or any of the printed materials accompanying the System is strictly prohibited.
All rights not specifically granted by this Agreement are reserved by Agnik.
WARNING, WARRANTIES, DISCLAIMER
Limited Hardware Warranty and Hardware Warranty Claim. Please refer to the AUDIOVOX ELECTRONICS CORPORATION CAR CONNECTION 2.0 SUBSCRIBER AGREEMENT for the Hardware warranty period and any associated Hardware Warranty Claim.
Agnik does not provide warranties on items or services acquired from or provided by others, even if acquired with Agnik’s assistance. Unless otherwise agreed in writing, downtime is not a breach of this Agreement by Agnik and will not entitle the End-User to any refunds or credits.
Disclaimer of Warranty on Onboard and Web Portal Software. Neither Agnik nor its licensors warrant the completeness or accuracy of the results of the CAR CONNECTION 2.0 Software, or that its use will meet your needs or be uninterrupted or error-free. PROVIDED THAT END-USER HAS A VALID LICENSE, AGNIK GUARANTEES THAT FOR A PERIOD OF 90 DAYS FROM THE DATE OF SALE TO USE THE SOFTWARE OR THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW IT WILL PERFORM SUBSTANTIALLY AS DESCRIBED IN THE CAR CONNECTION 2.0 USER MANUAL POSTED UNDER YOUR WEB PORTAL ACCOUNT EXCEPT FOR THE FOLLOWING SERVICES FOR WHICH CASES END-USER SHOULD CONSULT THE OTHER THIRD PARTY EULA INCLUDED AT THE END OF AGNIK EULA;
· CAR CONNECTION 2.0 HARDWARE/DEVICES AND REMOTE CONTROL FEATURES (PROVIDED BY VOXX INTERNATIONAL AND COVERED BY VOXX INTERNATIONAL LICENSE AGREEMENT ).
· DISTRACTED DRIVING (PROVIDED BY AEGIS MOBILITY. PLEASE REFER TO ZOOMSAFER LICENSE AGREEMENT FOR DRIVERS)
· EMERGENCY FEATURES (AFFILIATED MONITORING END USER MONITORING AGREEMENT), AND
ROAD-SIDE ASSISTANCE FEATURES (ROADSIDE ASSISTANCE SERVICE
AGREEMENT BY ROADSIDE PROTECT)
IN THE EVENT THAT THE PART OF THE SERVICES THAT AGNIK IS
RESPONSIBLE FOR, FAILS TO COMPLY WITH THIS GUARANTEE, AGNIK WILL ISSUE
UPDATES/PATCHES TO THE SOFTWARE AT NO
COST TO THE END-USER. THIS GUARANTEE IS VOID IF FAILURE OF THE SOFTWARE RESULTS
FROM ACCIDENT, ABUSE OR MISAPPLICATION. THE END-USER AGREES THAT THE ABOVE
GUARANTEE IS THE SOLE GUARANTEE IN RELATION TO THE SOFTWARE AND ANY
While AGNIK’s TECHNOLOGY BEHIND CAR CONNECTION 2.0 makes every effort to collect all the diagnostic information from the vehicle, it may not always report all the health-issues of the vehicle. Among other things, CAR CONNECTION 2.0 may not report some manufacturer-specific vehicle health issues that turn on some of the vehicle dash board lights. CAR CONNECTION 2.0 DATA AND reportS ARE for informational purposes only and it is not intended for use in vehicle repairs without consultation with a qualified technician. Neither Agnik nor its licensors, resellers, third parties that are including other features in the car connection 2.0 or subsidiaries are responsible for any actions you may take on any vehicles. You should always consult a qualified technician before performing any repair or maintenance operation on a vehicle.
THE DEVICE THAT YOU INSTALL IN YOUR VEHICLE DRAWS POWER ALL THE TIMES. ALTHOUGH THE AGNIk SOFTWARE that runs in the device TRIES TO MINIMIZE THAT POWER DRAW AS MUCH AS POSSIBLE, DEPENDING ON YOUR VEHICLE’S BATTERY OR OTHER RELATED subSYSTEMS CONDITIONS, YOU MAY EXPERIENCE LOW BATTERY VOLTAGE ISSUE IF your VEHICLE IS NOT DRIVEN FOR A FEW DAYS AT A TIME OR IF YOU ARE GOING FOR a VACATION. AGNIK strongly suggest THAT YOU DISCONNECT THE DEVICE from the obdii port IF YOU ARE GOING FOR a VACATION OR PLAN NOT TO DRIVE YOUR VEHICLE FOR MORE THAN A COUPLE OF DAYS AT A TIME.
AGNIK IS NOT RESPONSIBLE FOR (A) DELAYS IN DELIVERY, INSTALLATION OR PROVIDING THE SERVICE, NO MATTER WHO CAUSED THE DELAY. ANYTHING OUTSIDE AGNIK’S REASONABLE CONTROL OR RESULTING FROM END-USERS’ BREACH; OR AN ITEM ACQUIRED FROM A THIRD-PARTY DIRECTLY ACQUIRED BY THE END-USER AND USED IN CONJUNCTION WITH AGNIK’S SERVICES. END USER ACKNOWLEDGES THAT ONBOARD HARDWARE IS A WIRELESS DEVICE AND THAT AGNIK CANNOT COLLECT SOME DATA (SUCH AS GPS DATA) USING THE ONBAORD HARDWARE ONCE IT TRAVELS BEYOND A CERTAIN RANGE. THE DELIVERY OF THE AGNIK ANALYTICS FROM THE IN-VEHICLE ONBOARD CAR CINNECTION 2.0 OBDII HARDWARE TO THE WEB PORTAL MAY ALSO GET DELAYED BECAUSE OF THIS. THE SOFTWARE SERVICES ARE DEPENDENT ON THE COVERAGE AREAS OF WIRELESS NETWORKS OWNED AND OPERATED BY THIRD PARTIES. COVERAGE AREAS ARE APPROXIMATE AND DO NOT COVER SIGNIFICANT PORTIONS OF NORTH AMERICA. ACTUAL CAPACITY, SYSTEM AND EQUIPMENT UPGRADES, REPAIRS, MAINTENANCE, MODIFICATIONS, RELOCATION, TERRAIN, SIGNAL STRENGTH, STRUCTURAL CONDITIONS, WEATHER AND ATMOSPHERIC CONDITIONS, GOVERNMENTAL REGULATIONS, OTHER ACTS OF GOD, AND OTHER CONDITIONS THAT ARE BEYOND AGNIK’S CONTROL. END-USER UNDERSTANDS THAT AGNIK AND THE UNDERLYING CARRIER CANNOT GUARRANTY THE SECURITY OF THE WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SOFTWARE SERVICES.
THE SERVICES MAY NOT BE AVAILABLE IF THE VEHICLE IN WHICH THE ONBOARD HARDWARE IS INSTALLED IS IN ENCLOSED SPACE, IN BUILDING, BETWEEN BUILDINGS, UNDERGROUND, OR IN CANYONS. THE SERVICES ARE DEPENDENT ON THE AVAILABILITY OF THE INTERNET, WHICH IS OWNED AND OPERATED BY AND ACCESSED THROUGH THIRD PARTIES. AGNIK DOES NOT WARRANT THAT THE RECEIPT OF DATA, MAPPING INFORMATION, AND OTHER CONTENT FROM THE CAR CONNECTION 2.0 HARDWARE WILL BE UNINTERRUPTED, OR THAT THE TRANSMISSION OF DATA, MAPPING INFORMATION, AND OTHER CONTENT FROM AGNIK TO THE END-USER OR AGNIK’S SITE WILL ALWAYS BE TIMELY OR COMPLETE. END-USER ACKNOWLEDGES THAT NEITHER THE CAR CONNECTION 2.0 HARDWARE NOR THE SOFTWARE SHALL PREVENT OR DETECT ALL VEHICLE PROBLEMS, OR GUARANTEE THAT AN END-USER VEHICLE WILL NOT BREAK DOWN OR GUARANTEE THAT THE END-USER (S) WILL NOT INCUR VEHICLE REPAIR BILLS. END-USER ACKNOWLEDGES THAT THE CAR CONNECTION 2.0 HARDWARE SHOULD NOT BE USED IN LIEU OF A VEHICLE WARRANTY OR STANDARD VEHICLE MAINTENANCE. END-USER ACKNOWLEDGES THAT CAR CONNECTION 2.0 HARDWARE DOES NOT DETECT FAILURES IN INTERNALLY LUBRICATED PARTS AND SYSTEMS NOT MONITORED BY YOUR VEHICLE ‘S COMPUTER. END-USER ALSO ACKNOWLEDGES THAT CAR CONNECTION 2.0 SOFTWARE ONLY MONITORS A SUBSET OF THE VEHICLE SYSTEMS. END-USER ACKNOWLEDGES THAT IF THE LOCATION-BASED DATA OR LOCATION-BASED SERVICES ARE USED TO ATTEMPT TO LOCATE A VEHICLE (E.G. A STOLEN VEHICLE), AGNIK DOES NOT GUARANTEE THAT THE VEHICLE WILL BE SUCCESSFULLY LOCATED AND/OR RECOVERED. AGNIK OR ANY SOLUTION PROVIDER INCLUDED IN THIS SOLUTION DOES NOT GUARANTEE THAT A VEHICLE CRASH WILL BE DETECTED WHEN THERE IS AN ACTUAL CRASH OR THE END-USER WILL RECEIVE A CALL IF A CRASH IS DETECTED. THE END-USER ACKNOWLEDGES THAT A VEHICLE EVENT MAY BE WRONGFULLY INTERPRETED AS A MAJOR INCIDENT OR CRASH. AGNIK IS NOT LIABLE FOR ANY SUCH FALSE POSITIVE OR FALSE NEGATIVE CASES IN ANY WAY. IN THE EVENT THE CAR CONNECTION 2.0 SOFTWARE IS NOT ACTUALLY AVAILABLE OR IS NOT FUNCTIONING PROPERLY FOR A PARTICULAR MAKE/MODEL OF VEHICLE, AGNIK SHALL HAVE THE RIGHT TO REFUSE TO PROVIDE A REPLACEMENT CAR CONNECTION 2.0 SERVICE.
AGNIK IS NOT LIABLE NOR RESPONSIBLE FOR ANY SERVICES AND/OR CLAIMS ASSOCIATED WITH ANY OF THE FOLLOWING SERVICES PROVIDED BY ANY OTHER PARTY THAN AGNIK ALTHOUGH THOSE ARE INCLUDED IN THE CAR CONNECTION 2.0 SERVICES. THESE SERVICES INCLDUE:
· CAR CONNECTION 2.0 HARDWARE/DEVICES AND REMOTE CONTROL FEATURES (PROVIDED BY VOXX INTERNATIONAL AND COVERED BY VOXX INTERNATIONAL LICENSE AGREEMENT ).
· DISTRACTED DRIVING (PROVIDED BY AEGIS MOBILITY. PLEASE REFER TO ZOOMSAFER LICENSE AGREEMENT FOR DRIVERS)
· EMERGENCY FEATURES (AFFILIATED MONITORING END USER MONITORING AGREEMENT), AND
· ROAD-SIDE ASSISTANCE FEATURES (ROADSIDE ASSISTANCE SERVICE AGREEMENT BY ROADSIDE PROTECT)
PLEASE REFER TO THE CORRESPONDING END-USER LICENSE AGREEMENT ADDED AT THE END OF THIS EULA OR CONTACT THE RESPECTIVE SERVICE PROVIDER FOR ANY SUCH CLAIMS.
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE IS
LICENSED “AS IS”. AGNIK DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR
PURPOSE. AGNIK DOES NOT WARRANT THAT THE SOFTWARE OR ANY EQUIPMENT, SYSTEM OR NETWORK ON WHICH THE SOFTWARE IS USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK.
No Consequential Damages. All AGNIK analytics USED IN CAR CONNECTION 2.0, report, and visualization should be used for informational purpose only, as a tool for decision support. Many of the analytics and visualization modules in CAR CONNECTION 2.0 are generated based on a collection of powerful data mining and statistical techniques. While CAR CONNECTION 2.0 makes every effort to make them as accurate as possible, the performance of these algorithms depends on various issues such as amount of data analyzed, its quality, and the techniques themselves. Sometimes, just like their human counterparts, data analysis techniques may produce results that may not be correct. Bad sensors may also report incorrect data. You should always verify every item in the reportS with qualified technicians. IN NO EVENT SHALL AGNIK OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, VOIDED VEHICLE MANUFACTURER’S OR ANY OTHER PARTY’s WARRANTY FOR YOUR VEHICLE OR ANY VEHICLE PARTS AND OR LABOR, LOSS OF REVENUES OR PROFITS, ANY INCURRED COST RESULTING FROM THE USE OF CAR CONNECTION 2.0 HARDWARE OR SOFTWARE EVEN IF AGNIK OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INDEMNIFICATION
You agree to hold harmless and indemnify Agnik and our respective subsidiaries, affiliates, officers, agents, employees, partners and licensors, from and against any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of or relating in any way to, your improper use of the Car Connection 2.0 Device or the System.
Restrictions. This warranty does not apply if the System (a) has been altered, except by Agnik or as authorized herein, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Agnik,(c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (d) is licensed, for beta, evaluation, testing or demonstration purposes for which Agnik does not receive a payment of purchase price or license fee.
TERMINATION AND TRANSFER
Agnik may terminate this Agreement at any time for any reason, including, but not limited to, if Agnik finds that you have violated any of the terms of this Agreement or that you have attempted to exceed the licensed uses in any way. Termination will be effective upon written notice to you. Upon termination of this Agreement you agree to promptly return all copies of the System, documentation and other materials furnished to you or made by you, including unauthorized copies. Termination is in addition to and not in lieu of any other remedies available to Agnik. All provisions relating to property rights shall survive termination. You are not authorized to transfer your rights under this Agreement.
This Agreement contains the complete understanding between the parties and supersedes and replaces any prior or contemporaneous agreement or understanding, whether oral or written, with respect to its subject matter. This agreement may be modified by Agnik only. Any Modification to this Agreement will be posted here. This Agreement shall be governed by the laws of the State of Maryland, applicable to agreements wholly executed and wholly performed in Maryland. Any action relating to this Agreement shall be brought in federal or state court in Maryland and the parties consent to the personal jurisdiction of either such court.
U.S. GOVERNMENT RIGHTS IN COMMERCIAL SOFTWARE
Use, duplication or disclosure by the Government is subject to restrictions set forth in the commercial computer software license agreement under which the software is delivered by Agnik and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) or DFARS 227.225-7013 (OCT 1988), as applicable, or FAR 12.212(a), FAR 52.227-14 or FAR 52.227-19, as applicable.
Copyright © Agnik, LLC. All rights reserved.
AUDIOVOX ELECTRONICS CORPORATION CAR
CONNECTION 2.0 SUBSCRIBER AGREEMENT
This is a Subscriber Agreement (the “Agreement”) between you, the Subscriber, and Voxx Electronics Corporation (“VEC” and/or the “Company”) for the use of the CAR CONNECTION 2.0 device (“Car Connection” or the “DEVICE”). For use of the software, data and documentation (the "System") you are also agreeing to be bound by the terms of those End User License Agreements (individually a “EULA”) which are with third party companies. If you do not agree with the terms of this Agreement, and the other EULA’s with links provided in this Agreement you may not use the System. Please note that the DEVICE is provided to you by VEC. You must agree to all the enclosed third party service providers (individually a “Third Party Provider” and when referring to more than one, “Third Party Providers”) EULAs in addition to the VOXX EULA in order to use the Device and the Device Third Party Providers services. BY CHECKING THE BOX AT THE END OF THIS AGREEMENT WHERE IT STATES “I HAVE READ AND AGREE TO THE SUBSCRIBER AGREEMENT” DURING REGISTRATION, OR BY ACTUALLY USING THE DEVICE(S), YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND COMPLY WITH THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE DEVICE(S) THE SYSTEM OR THE RESPECTIVE SERVICES.
TERMS AND CONDITIONS
Company, Companies or we, us or our means VEC as the context requires. Such entity provides CAR CONNECTION and the Company shall only be liable to you for any obligations arising from this Agreement solely as it relates to CAR CONNECTION, the DEVICE itself. VEC maintains no liability for any technical or other issues that arise or relate to any Third Party Provider performance and/or service and/or other activities including but not limited to Aegis, Agnik, Affiliated, Roadside, (and any and all other third parties that may from time to time replace these service providers) or the wireless carrier or internet service provider or any other third party providers or any issues that are related to the vehicle, which CAR CONNECTION is being used or any other issues unrelated to the functionality of the DEVICE itself.
The purchase of the DEVICE does not include any license, service or other fees for any Third Party Provider services. It also does not include any mobile devices, iPads, android devices, computers or any other device or software you would need to use to adequately use the System. You are responsible for obtaining third party products and services that are compatible with the System.
Once purchased, you own the DEVICE, but not the Third Party Providers services used to operate the System, which you will license from them at their then prevailing license fees and terms and conditions. Once owned, other than any warranties set forth in this Agreement, you bear all risk of loss, theft, casualty or damage to the DEVICE(S) you purchased.
You agree that you are responsible for the proper use of the DEVICE(S) and the System and that any consequences that arise from the improper use of the DEVICE(S) and the System shall be borne by you.
All trademarks, service marks, and other intellectual property for the DEVICE are owned by VEC and you shall not remove any copyright, trademark, or other proprietary notice contained in or on the DEVICE(S), nor shall you remove any such intellectual property rights owned by Third Party Providers. Violation of any of these obligations may result in immediate termination of this Agreement and may subject you to federal penalties and other legal consequences. The Company reserves the right but has no obligation to investigate your device or the System to determine whether a violation of this Agreement has occurred or your failure to comply with any applicable laws, rules, regulations or governmental request or requirement.
We may immediately terminate your right to use your device and the System if we suspect a violation of this Agreement or if we deem it necessary for the protection of the Company, other third parties or customers. If we so terminate your rights under this Agreement you are not entitled to a refund for the cost of the DEVICE or any license fees or other fees paid by you to us and/or the Third Party Providers. Termination is in addition to and not in lieu of any other remedies available to VEC. All provisions relating to property rights shall survive termination.
You agree not to reproduce, duplicate, copy, sell, trade or resell or exploit for any purposes any portion of the DEVICE or the System.
Subject to the terms and conditions of this Agreement, the Company grants to you a nontransferable, non-assignable, revocable and non-exclusive right to use the System on the DEVICE, smartphone, tablet, computer or other device for the relevant subscription period; provided you are not in violation of any of the terms and conditions of this Agreement and any of the applicable EULAs, including but not limiting to copying, modifying, reverse engineering or creating derivative works of the DEVICE or the System.
We expressly reserve all rights in the DEVICE and the System (subject to such ownership rights of third parties) and you agree and understand that you do not have rights in the DEVICE or the System, other than those specifically set forth in this Agreement and applicable EULA’s.
THE DEVICE THAT YOU INSTALL IN YOUR VEHICLE DRAWS POWER ALL THE TIME. ALTHOUGH THE AGNIK ONBOARD SOFTWARE TRIES TO MINIMIZE THAT POWER DRAW AS MUCH AS POSSIBLE, DEPENDING ON YOUR VEHICLE’S BATTERY OR OTHER RELATED SUBSYSTEM CONDITIONS, YOU MAY EXPERIENCE LOW BATTERY VOLTAGE ISSUE IF YOUR VEHICLE IS NOT DRIVEN FOR SEVEN (7) consecutive DAYS. WE STRONGLY SUGGEST THAT YOU DISCONNECT THE DEVICE FROM THE OBDII PORT IF YOU ARE GOING ON VACATION OR ARE PLANNING TO NOT DRIVE YOUR VEHICLE FOR SEVEN (7) CONSECUTIVE DAYS.
You agree to hold harmless and indemnify us and our respective subsidiaries, affiliates, officers, agents, employees, partners and licensors, from and against any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of or relating in any way to, your improper use of the DEVICE or the System.
EXCEPT AS THIS AGREEMENT EXPRESSLY STATES, AND EXCEPT FOR THE LIMITED WARRANTY SET FORTH BELOW HEREOF AND THE MATERIALS ACCOMPANYING THE DEVICE AND SYSTEM ARE PROVIDED “AS IS,” AND WE MAKE NO EXPRESS WARRANTY REGARDING THE DEVICE(S) OR THE SYSTEM AND DISCLAIM ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE ALSO MAKE NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, EMPLOYEES, AGENTS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT.
VEC warrants the DEVICE against component defects for one year after purchase. Should you experience a technical problem with your DEVICE during the warranty period and we determine you need a replacement, we will ship you one upon your compliance with the terms of this Section. This warranty extends only to the original purchaser of the DEVICE in question. In the event VEC receives notice during the warranty period that your DEVICE is defective, your sole and exclusive remedy, and VEC’s sole and exclusive liability, shall be for VEC, at its sole option, to either repair or replace the DEVICE or refund the purchase price in accordance with this limited warranty. DEVICES replaced under the terms of any such warranty may be refurbished or new equipment substituted at the option of VEC. Actual delivery times may vary depending on your location. As a condition precedent to warranty replacement, you must: (1) obtain a return material authorization (RMA), which will include an RMA number (available at the VEC website - returns without an RMA number may be rejected by VEC); (2) ship the items being returned to VEC, freight prepaid, together with a written description of the claimed defect; and (3) pay warranty processing fees as communicated at the VEC website.
LIMITATION OF LIABILITY
We can only be held liable for direct damages resulting from failure to perform our respective obligations under this Agreement. In this respect, direct damages means the amount you actually paid for the Device. To the maximum extent permitted by applicable law, we will not be liable for any indirect, special, incidental or consequential damages whatsoever including, but not limited to, damages for loss of profits or loss or disclosure of confidential or other information, for business interruption, for loss of privacy, or divulgence of sensitive and confidential information or any such damage arising out of or in any way related to the use of or inability to use the System, even if we have been advised of the possibility of such damages. Some jurisdictions do not allow some of the exclusions or limitations as established above, so they may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation.
Restrictions. This warranty does not apply if the DEVICE (a) has been altered, except by the Company or as authorized herein, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by the Company,(c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (d) is licensed, for beta, evaluation, testing or demonstration purposes for which VEC does not receive a payment of the purchase price or the license fee.
Additionally the Car Connection 2.0 wireless service data plan for Remote Start/Remote Access use by you is provided to you for typical use of the product during any given month the product is in use. In the event your use of this feature is excessive (which may be determined by VOXX in its sole discretion), VOXX has the right to cancel this part of the Service with the third party wireless service provider and/or other third party providers involved in providing this service.
You agree to comply with all export and import laws and restrictions and regulations of the United States and foreign countries, and not to export, re-export or import the Device or the System or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary authorizations. Neither the Device or the System, nor their respective underlying information or technology may be downloaded or otherwise exported or re-exported (i) to any country subject to U.S. trade sanctions applicable to the Device or System, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to any named party or individual on the United States Department of Treasury, Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, and/or the United States Department of Commerce, Bureau of Export Administration Denied Persons List or Entity List. You agree to this section and represent and warrant that you comply with these conditions.
REPRESENTATION AND WARRANTIES
You represent and warrant that (a) all of the information provided by you to us to use the Device and/or the System is correct and current; (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder; and (c) you are at least 18-years-old.
This Agreement, as it may be updated or amended from time-to-time as effectuated by posting such updates or amendments in amended versions of this Agreement posted at carconnection2.vyncs.com_, incorporates by reference all policies and guidelines posted on the carconnection2.vyncs.com website and as may be modified thereafter and constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.
This Agreement may not be assigned by you, without the prior written consent of the Company.
The Company and you agree that this Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of New York, without reference to its conflicts of laws principles.
WAIVER AND SEVERABILITY
Even if we do not exercise or enforce any or all of our respective rights or any provision of this Agreement it does not mean that we waive the right or provision, and we may still enforce those rights and provisions later. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
THE COMPANY AND YOU AGREE TO ARBITRATE ALL DISPUTES AND CLAIMS BETWEEN US. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. THE ARBITRATION SHALL BE ADMINISTERED IN ACCORDANCE WITH THE THEN CURRENT COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AS MODIFIED BY THIS AGREEMENT. ANY MATTER TO BE SETTLED BY ARBITRATION SHALL BE SUBMITTED TO THE AMERICAN ARBITRATION ASSOCIATION IN SUFFOLK COUNTY, NEW YORK, AND YOU CONSENT TO BINDING ARBITRATION IN SUFFOLK COUNTY, NEW YORK.
THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. THE INDIVIDUAL PARTY MAY RECOVER DAMAGES AND ATTORNEYS’ FEES, IF AUTHORIZED BY THE LAW GOVERNING SUCH PARTY’S CLAIM, TO THE SAME EXTENT THE INDIVIDUAL PARTY WOULD BE ENTITLED TO RECOVER IN COURT. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS ALL PARTIES TO THE ARBITRATION AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE BROADLY INTERPRETED AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
VEC IS NOT RESPONSIBLE FOR (A) DELAYS IN DELIVERY, INSTALLATION OR PROVIDING THE SYSTEM, NO MATTER WHO CAUSED THE DELAY. ANYTHING OUTSIDE VEC’S REASONABLE CONTROL OR RESULTING FROM YOUR BREACH; OR AN ITEM ACQUIRED FROM A THIRD-PARTY BY YOU AND USED IN CONJUNCTION WITH THE DEVICE AND/OR THE SYSTEM. THE SYSTEM IS DEPENDENT ON THE COVERAGE AREAS OF WIRELESS NETWORKS OWNED AND OPERATED BY THIRD PARTIES. COVERAGE AREAS ARE APPROXIMATE AND DO NOT COVER SIGNIFICANT PORTIONS OF NORTH AMERICA. ACTUAL CAPACITY, SYSTEM AND EQUIPMENT UPGRADES, REPAIRS, MAINTENANCE, MODIFICATIONS, RELOCATION, TERRAIN, SIGNAL STRENGTH, STRUCTURAL CONDITIONS, WEATHER AND ATMOSPHERIC CONDITIONS, GOVERNMENTAL REGULATIONS, OTHER ACTS OF GOD, AND OTHER CONDITIONS THAT ARE BEYOND VEC’S CONTROL. YOU UNDERSTANDS THAT VEC AND THE UNDERLYING CARRIER CANNOT GUARRANTY THE SECURITY OF THE WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE DEVICE AND/OR THE SYSTEM.
ZoomSafer License Agreement for Drivers
THIS LICENSE AGREEMENT FOR DRIVERS (THIS “AGREEMENT”) IS BY AND BETWEEN AEGIS MOBILITY. (“ZOOMSAFER”) AND THE DRIVER OBTAINING THE SERVICE (“DRIVER”).
a) Generally. Additional terms applicable to specific services provided at the end of this Agreement, ZoomSafer will make available to Driver the applicable ZoomSafer service, including access to a portal containing server-based software (the “Service”).
b) Description and Modifications. The Service is described in more detail in technical documentation provided by ZoomSafer to Driver describing the functionality of the Service (the “Documentation”).
c) SPECIAL NOTE ABOUT THE SOFTWARE AND SERVICE. DRIVING IS AN INHERENTLY DANGEROUS ACTIVITY THAT REQUIRES FULL ATTENTION BY THE VEHICLE OPERATOR. THE SERVICE PROVIDES A NUMBER OF FUNCTIONS INTENDED TO REDUCE DISTRACTIONS FROM A MOBILE DEVICE WHILE DRIVING. ANY USE OF A MOBILE DEVICE WHILE DRIVING DIVERTS THE ATTENTION OF A VEHICLE OPERATOR FROM THE ROAD AND COULD RESULT IN A CRASH. ADDITIONALLY, USING A MOBILE DEVICE WHILE DRIVING MAY BE ILLEGAL IN CERTAIN JURISDICTIONS. DRIVER IS RESPONSIBLE FOR KNOWING THE LAWS OF THE JURISDICTION IN WHICH THEY DRIVE AND FOR COMPLYING WITH SUCH LAWS AS WELL AS ALL OTHER PRECAUTIONS NECESSARY FOR SAFE DRIVING.
2) Payment Terms.
a) Payment terms, as appropriate, are as provided when Driver signs up for the applicable Service. Without limiting other terms, failure to make timely payments will result in termination of the Service.
a) Driver shall use the Service (including any software, information or other technology provided by ZoomSafer) only for its personal purposes. The use of any software, information or other technology provided by ZoomSafer is permitted only in conjunction with the Service and not with any technology or service provided by any party other than ZoomSafer unless explicitly authorized in writing by ZoomSafer.
b) Except to the extent expressly permitted in this Agreement, Driver shall not: (i) permit any third party to use any software, information or other technology provided by ZoomSafer; (ii) market, sell, rent, lease, disclose, distribute, sublicense or otherwise offer or transfer any software, information or other technology provided by ZoomSafer (or any portion thereof); (iii) make copies of any software, information or other technology provided by ZoomSafer; (iv) access the Service through any means other than any software, information or other technology provided by ZoomSafer in conjunction with a single Driver cell phone, personal digital assistant (“PDAs”) or other mobile device specified during the registration process (“Designated Mobile Device”) and through the ZoomSafer website or as otherwise permitted by ZoomSafer; (v) use any software, information or other technology provided by ZoomSafer (or any portion thereof) for commercial time-sharing, service bureau or any other commercial use; (vi) reverse engineer, disassemble, decompile or otherwise attempt to derive the source code from software (if any) provided by ZoomSafer, use any software, information or other technology provided by ZoomSafer for any evaluation of the structure or design of such software or other technology or any other form of competitive analysis, or permit any third party to do any of the foregoing; (vii) modify or create any derivative works based on any software, information or other technology provided by ZoomSafer; or (viii) alter, remove or obscure any copyright, trademark or other protective notices contained in or on any portion of any software, information, or other technology provided by ZoomSafer or audibly announced by the Service.
4) Ownership. Any software, information, or other technology provided by ZoomSafer is licensed, not sold. As between Driver and ZoomSafer, all rights, title and interest in and to any software, information, or other technology provided by ZoomSafer and the Service, any modifications or derivative works of and any copies of the foregoing, and all intellectual property rights related to all of the foregoing, will be owned by ZoomSafer.
5) Compliance with Law, Notifications, and Permissions. Driver is responsible for compliance with all federal, state, local and foreign laws applicable to Driver’s and any Driver’s use of the Service and any software, information, or other technology provided by ZoomSafer. Driver will indemnify and hold harmless ZoomSafer against all losses, liabilities, judgments, awards, and costs arising out of or relating to this Section 5.
6) Term and Termination.
a) The Agreement for each applicable Service will begin on the date of first use and will continue for the period agreed to by Driver.
b) ZoomSafer reserves the right to immediately terminate this Agreement, Driver’s use of any software, information, and other technology provided by ZoomSafer or Driver’s access to and use of the Services, at any time and for any reason, with or without cause. Upon termination of this Agreement by either party, Driver’s right to use any software, information and other technology provided by ZoomSafer and the Services shall immediately cease, and each party shall delete or destroy, all copies of any software, information and other technology provided by the other party and all Confidential Information, including any copies or partial copies thereof, whether made under the terms of this Agreement or otherwise. Sections 1.c (Special Note About Software and Service), 3.b (Restrictions), 4 (Ownership), 5 (Compliance with Law and Permissions), 6 (Termination), 8(b) (Warranty Disclaimers), 9 (Limitation of Liability; Exclusion of Damages), 10 (Indemnity), 11 (Jurisdictional Issues), 12 (Government Rights), and 13(Miscellaneous) of this Agreement, and any payment obligations hereunder, will survive termination of this Agreement.
7) Third Party Applications and Content.
a) The Service may require use of technology (including hardware and software) and information provided by third parties, including the mobile carriers, email and SMS programs, Bluetooth hardware, data from GPS and telematics services/providers, cell phone usage data from mobile carriers or email applications and servers, and phone dialers and other applications. The Service may send or receive information and electronic data in conjunction with these third party technologies and information, and the malfunctioning, latency, accuracy or other errors of such third party technology and information may affect the functioning of any software, information, and other technology provided by ZoomSafer and/or Service. This Agreement does not apply to any such third party technology or information. ZoomSafer is not responsible for any functionality, content, suitability, privacy, support or other attributes of the technology and information that Driver may request from or deliver to a Designated Mobile Device or in conjunction with the functioning of Software and/or Service.
b) The Service may also use information and messaging networks operated by a third party to send information from a Designated Mobile Device to ZoomSafer’s servers, and to serve information back to such Designated Mobile Device. Depending on Driver’s or a Driver’s data and messaging plan, Driver may incur charges from the wireless service provider for use of its networks and/or for specific services such as making phone calls, sending or receiving text messages and/or emails, or other wireless data services. Driver is solely responsible for any and all costs Driver incurs as a result of the usage of the Service.
8) Limited Warranty and Disclaimer of Warranty.
a) Provided that Driver complies with the technical and use requirements of this Agreement, including the Documentation, ZoomSafer warrants for a period of ninety days after Driver first uses the Service, the applicable Service will materially comply with the Documentation. As Driver’s sole remedy for such warranty, ZoomSafer will use reasonable efforts to repair any noncompliance. If ZoomSafer is unable to do so, ZoomSafer will refund the amounts paid for the applicable Service and will terminate the Agreement as it applies to such Service.
i) EXCEPT AS PROVIDED IN THIS SECTION THE SERVICE AND SOFTWARE, INFORMATION, AND OTHER TECHNOLOGY PROVIDED BY ZOOMSAFER ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. ZOOMSAFER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. ZOOMSAFER DOES NOT WARRANT THAT SOFTWARE, INFORMATION, OR OTHER TECHNOLOGY PROVIDED BY ZOOMSAFER OR THE SERVICE WILL BE SECURE, ACCURATE, OR RELIABLE OR WILL MEET DRIVER’S REQUIREMENTS.
ii) DRIVER ACKNOWLEDGES AND AGREES THAT ITS USE OF THE SERVICE AND SOFTWARE, INFORMATION, AND OTHER TECHNOLOGY PROVIDED BY ZOOMSAFER IS AT ITS OWN DISCRETION AND RISK, AND THAT DRIVER IS SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGES OR INJURIES (INCLUDING WITHOUT LIMITATION PROPERTY DAMAGE, PERSONAL INJURIES AND DEATH), SUFFERED OR INCURRED BY DRIVER, OR OTHERS IN CONNECTION WITH DRIVER’S USE OF THE SERVICE AND SOFTWARE, INFORMATION, AND OTHER TECHNOLOGY PROVIDED BY ZOOMSAFER, INCLUDING WHILE DRIVING.
iii) DRIVER ACKNOWLEDGES THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, EMAIL, MOBILE CARRIER BILLING DATA AND EMAIL APPLICATIONS AND LOGS, AND VOICE AND ELECTRONIC COMMUNICATIONS. ZOOMSAFER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR DAMAGES RESULTING FROM SUCH PROBLEMS.
iv) DRIVER UNDERSTANDS AND AGREES THAT IT DOWNLOADS OR OTHERWISE OBTAINS MATERIAL OR DATA THROUGH THE SERVICE AT ITS OWN DISCRETION AND RISK. DRIVER ACKNOWLEDGES THAT LICENSOR DOES NOT GUARANTEE THE COMPLETENESS OF EVENT AND OTHER DATA CAPTURED THROUGH THE SERVICE. THE DATA CAPTURED MAY BE SUSCEPTIBLE TO DELAYS AS WELL AS MISSING DATA DUE TO HANDSET PERFORMANCE, THE MOBILE NETWORK, MOBILE CARRIER BILLIG DATA, EMAIL APPLICATIONS AND LOGS, 3rd PARTY SERVICES INCLUDING TELEMATICS VENDORS AND OTHER TECHNOLOGY BEYOND ZOOMSAFER’S CONTROL.
v) DRIVER FURTHER ACKNOWLEDGES AND AGREES THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN DRIVER AND ZOOMSAFER.
vi) FOR CONSUMERS OBTAINING THE SOFTWARE/SERVICE FROM A 3RD PARTY. IF AN IMPLIED WARRANTY OR CONDITION IS CREATED BY YOUR STATE/JURISDICTION AND FEDERAL OR STATE/PROVINCIAL LAW PROHIBITS DISCLAIMER OF IT, YOU ALSO HAVE AN IMPLIED WARRANTY OR CONDITION, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY (90) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. SOME STATES/JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ANY SUPPLEMENTS OR UPDATES TO THE SERVICE AFTER THE EXPIRATION OF THE NINETY DAY LIMITED WARRANTY PERIOD ARE NOT COVERED BY ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY.
9) Limitation of Liability; Exclusion of Damages.
a) ZOOMSAFER’S MAXIMUM LIABILITY FOR DAMAGES HEREUNDER (INCLUDING, WITHOUT LIMITATION, LIABILITY FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION AND OTHER CONTRACT OR TORT CLAIMS) WILL NOT EXCEED THE AMOUNTS PAID FOR THE SERVICE AND SOFTWARE, INFORMATION, AND OTHER TECHNOLOGY PROVIDED BY ZOOMSAFER DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM FOR THE APPLICABLE SERVICE.
b) IN NO EVENT WILL EITHER ZOOMSAFER BE LIABLE TO DRIVER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE, INFORMATION, AND OTHER TECHNOLOGY PROVIDED BY ZOOMSAFER OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR LOST DATA, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF ZOOMSAFER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c) The parties acknowledge that the limitations of liability in this Section and the allocation of risk herein are an essential element of the bargain between the parties, without which ZoomSafer would not have entered into this Agreement. Because some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages incurred by certain parties, all or portions of this limitation may not apply to Driver.
10) Indemnity. Driver agrees to defend, indemnify and hold harmless ZoomSafer and its employees, officers, directors, shareholders, affiliates, agents, representatives, suppliers an members from and against all claims, losses, costs and expenses (including attorney’s fees) arising out of Driver’s use of, or activities in connection with the Service or any violation of the Agreement by Driver.
12) Government Rights. This Agreement does not apply to government usage of the ZoomSafer service. Usage of the ZoomSafer service by government entities is by separate agreement
a) Data. ZoomSafer collects personally identifiable information, such as e-mail address, name, home or work address or telephone number. Depending on the nature of the technology used in conjunction with ZoomSafer services when a vehicle is driven, ZoomSafer may collect information based on the type of technology used. For example, if GPS technology is used in conjunction with ZoomSafer services, ZoomSafer may collect data concerning location, speed, and number of satellites. Through use of ZoomSafer services, ZoomSafer may identify when and Driver is driving. ZoomSafer services may correlate driving and mobile telecommunications behaviors and generate reports regarding such activity. ZoomSafer may generate aggregated, non-personally identifiable information based on the foregoing. ZoomSafer may use such aggregated data for research and development purposes, including marketing (by either ZoomSafer or third parties); provided, however, that Driver will not be identifiable in such data.
b) Force Majeure. ZoomSafer shall not be responsible for any delay or failure in performance to the extent that such delay or failure is caused by fires, strikes, embargoes, explosion, earthquakes, floods, wars, labor disputes, government requirements, civil or military authorities, acts of God or by the public enemy, acts or omissions of carriers or suppliers, failure or unavailability of the Internet or any telecommunication services or other causes beyond its reasonable control.
c) Relationship of the Parties. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties, and the parties shall at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, neither party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.
d) Complete Agreement. This Agreement constitutes the entire agreement between Driver and ZoomSafer concerning the subject matter hereof and supersedes all prior or contemporaneous discussions, proposals or agreements between the parties relating to the subject matter hereof. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.
e) No Waiver. No course of dealing, course of performance or failure of either party strictly to enforce any term, right or condition of this Agreement shall be construed as a waiver of any other term, right or condition. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other subsequent default or breach.
f) Export Controls. Driver shall comply with all export laws and regulations applicable to the software, information, and other technology provided by ZoomSafer and the Service. The software, information, and other technology provided by ZoomSafer the Service may not be downloaded or otherwise exported or re-exported (a) into any country for which the United States or Canada has a trade embargo, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. Driver represents and warrants that it is not located in, under the control of, or a national or resident of any such country or on any such list.
g) Governing Law. This Agreement will be governed by the laws of the Commonwealth of Virginia, USA, without reference to its conflicts of laws provisions. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in the Eastern District of Virginia or in state court in the County of Fairfax, Virginia, and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
h) Assignment. Driver shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of ZoomSafer. Any purported assignment or delegation by Driver in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
i) Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions hereof will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to affect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable.
The following terms apply to specific services provided by ZoomSafer:
If you have obtained ZoomSafer Mobile, the following additional terms apply:
1) Software and Service.
a) Generally. ZoomSafer Mobile (“ZS Mobile”) also includes the ZoomSafer Driver application software provided by ZoomSafer for installation on the Designated Mobile Device together with any updates, revisions, error corrections and enhancements to such software that ZoomSafer may provide, and any manuals, handbooks and other written or electronic material accompanying such application software (the “Handset Software”).
b) Limited License – Handset Software. Subject to Driver’s compliance with the terms and conditions of this Agreement, ZoomSafer hereby grants to Driver a non-exclusive, non-transferable, revocable, nonsublicensable, limited license to install and use the Handset Software on the single Designated Mobile Device and to access such web services such as websites, administrative portals and Driver portals. Driver shall use the Handset Software only on a single Designated Mobile Device.
c) Delivery. ZoomSafer, or, if applicable, a ZoomSafer reseller, will make the Handset Software available for the Designated Mobile Device and will inform Driver of the applicable methods for accessing such Handset Software.
2) Registration. In order to access and use ZoomSafer Mobile, Driver may be required to provide ZoomSafer with certain information (e.g. mobile number, name, email address) to allow ZoomSafer to Driver. Driver represents and warrants to ZoomSafer that it has sufficient rights and authorization to provide all such information to ZoomSafer.
3) Disclaimer of Warranty. THE FOLLOWING IS ADDED TO THE WARRANTY DISCLAIMER ABOVE: DRIVER ACKNOWLEDGES THAT THE SPEED SENSING AND AUTOMATIC ACTIVATION FUNCTIONS OF ZOOMSAFER MOBILE AND THE HANDSET SOFTWARE ARE DEPENDENT UPON ONE OR MORE THIRD PARTY SERVICES INCLUDING BUT NOT LIMITED TO THE GPS ON THE MOBILE DEVICE ON WHICH THE HANDSET SOFTWARE IS LOADED, A BLUETOOTH CONNECTION WITH AN IN CAR ACCESSORY OR TELEMATICS SYSTEM AND/OR A COMMAND SENT FROM A TELEMATICS PROVIDER TO THE ZOOMSAFER NETWORK SERVICE. DRIVER ACKNOWLEDGES AND AGREES THAT ZS MOBILE MAY NOT ACTIVATE AUTOMATICALLY ON A DESIGNATED MOBILE DEVICE IF (I) IF ANY OF THESE ARE NOT FUNCTIONING PROPERLY, OR (II) IF THE INTERFACES FROM THESE ARE NOT FUNCTIONING PROPERLY, OR (III) IF THE WIRELESS CARRIER FOR THAT PHONE DOES NOT ALLOW THIRD PARTY ACCESS TO THESE SERVICES, OR (IV) IF THE PHONE IS IN A LOCATION (FOR EXAMPLE BUT NOT LIMITED TO UNDERGROUND AREAS) WHERE THESE SERVICES ARE NOT AVAILABLE, THE AUTOMATIC ACTIVATION FUNCTIONS OF ZS MOBILE AND THE HANDSET SOFTWARE MAY NOT ACTIVATE AUTOMATICALLY. DRIVER SHALL ENSURE THAT DRIVERS MANUALLY LAUNCH THE HANDSET SOFTWARE EACH TIME BEFORE THEY BEGIN TO DRIVE IF SUCH SOFTWARE DOES NOT AUTOMATICALLY ACTIVATE. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.
If you have obtained ZoomSafer Vision, the following additional terms apply:
1) Registration and Set Up. Driver represents and warrants to ZoomSafer that it has sufficient rights and authorization to provide all information to ZoomSafer specified below. Driver further agrees to provide ZoomSafer access to the required information, in whatever form is required for the purpose of delivering an analytics-based safe driving service called ZoomSafer Vision (“ZS Vision”). Through ZS Vision, ZoomSafer will provide to Driver or its employer/contractor information concerning Driver usage of a Designated Mobile Devices during the operation of motor vehicles enabled to provide telematics data. Driver should confirm the terms of usage and use of data with its employer/contractor.
2) Information Collected and Intended Use. The data collected is used for matching Cell Phone Data (mobile carrier billing information), Telematics Data and Email Data for use by ZoomSafer Vision.
3) Cell Phone Data. In the performance of ZS Vision, Driver will provide and/or grant access to cell phone usage (“Cell Phone Data”), that may include, without limitation, the following data elements related to Driver’s Drivers: Driver Id, name, title, location, corporate e-mail address, department/cost center, phone numbers, corporate address as well as call detail records including information regarding inbound and outbound phone calls, text messages, and MMS messages.
4) Telematics and Trip Data. In the performance of ZS Vision, Driver will provide and/or grant access to trip data accessible through approved telematics devices (“Telematics Data”), that may include, without limitation, the following data elements: vehicle identification, driver identification, driver name, GPS Location, speed, trip start/stop data (including waypoints and other information regarding the use of a vehicle, such as hard braking, fast acceleration, etc.).
5) Email Data. Additionally, in the performance of ZS Vision, Driver will provide and/or grant access to information regarding Driver email usage (“Email Data”) that may include, without limitation, the following data elements: name, title, location, corporate e-mail address as well as information regarding when email messages were read, sent and/or received.
6) Other Data. As technology and services evolve, Driver will provide and/or grant access to information regarding applicable Driver usage for the purposes of this Agreement.
7) Fair Credit Reporting Act (“FCRA”). Usage of Driver data by an employer or contractor is subject to FCRA. Driver should consult with Driver’s employer /contractor regarding Driver’s rights.
AFFILIATED MONITORING END USER MONITORING AGREEMENT
IMPORTANT NOTICE: THIS IS A LEGAL AGREEMENT BETWEEN AFFILIATED MONITORING LLC (“COMPANY,” “MONITORING COMPANY” OR “AMLLC”) AND THE PARTY THAT USES THE SERVICES PROVIDED BY COMPANY, EACH OF WHOM ACCEPTS THE TERMS OF THIS AGREEMENT FOR HERSELF, HIMSELF OR ITSELF (AS APPLICABLE, “SUBSCRIBER”) FOR THE PROVISION OF MONITORING SERVICES FOR THE SYSTEM (DEFINED BELOW). IN CONSIDERATION OF AND SUBJECT TO THE TERMS AND CONDITIONS HEREINAFTER SET FORTH COMPANY AGREES TO MONITOR AND SUBSCRIBER AGREES TO PERMIT COMPANY TO MONITOR A SIGNALING SYSTEM (“SYSTEM”) AS A SUBCONTRACTOR OF VOXX INTERNATIONAL CORPORATION (“DEALER”).
CAREFULLY READ THE FOLLOWING TERMS. THESE TERMS AND CONDITIONS SHALL CONSTITUTE A LEGALLY BINDING AGREEMENT BY AND BETWEEN COMPANY AND SUBSCRIBER. SUBSCRIBER’S ACCEPTANCE ACCORDING TO THE TERMS HEREIN AND/OR SUBSCRIBERS’S USE OF THE SOFTWARE OR SERVICE ALSO SIGNIFIES SUBSCRIBER’S AGREEMENT TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.
PLEASE NOTE THAT YOU NEED NOT AGREE TO BE BOUND BY THIS AGREEMENT. HOWEVER, IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU ARE NOT PERMITTED TO USE THE SYSTEM AND SHALL NOT HAVE ANY RIGHTS HEREUNDER AS A SUBSCRIBER. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU SHOULD PROMPTLY STOP USING AND RETURN THE SYSTEM. NO ADDITIONAL OR CONTRARY TERMS TO THIS AGREEMENT SHALL APPLY UNLESS AGREED TO IN A WRITTEN AGREEMENT BETWEEN SUBSCRIBER AND COMPANY.
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH EXTEND BEYOND THE THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUBSCRIBER SPECIFICALLY ACKNOWLEDGES AND ACCEPTS PARAGRAPHS 2, 5, 11, 21 AND 22 HEREOF.
1. Termination. Company may suspend services or terminate this Agreement at any time upon sending electronic written notice to you five (5) days before the suspension or termination date.
2. DISCLAIMER/LIMITATION OF LIABILITY. YOU UNDERSTAND AND AGREE: THAT NEITHER COMPANY NOR ITS DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS OR EMPLOYEES (COLLECTIVELY, “REPRESENTATIVES”) IS AN INSURER; THAT YOU CURRENTLY HAVE AND SHALL ALWAYS MAINTAIN INSURANCE COVERING YOUR VEHICLE, YOU, YOUR FAMILY, YOUR EMPLOYEES AND OTHERS WHO MAY BE IN YOUR VEHICLE OR USE THE SYSTEM FOR MEDICAL, DISABILITY, LIFE, AND PROPERTY DAMAGE; THAT RECOVERY FOR ALL SUCH LOSS, DAMAGE, COST AND EXPENSE SHALL BE LIMITED TO ANY SUCH INSURANCE COVERAGE ONLY; AND THAT COMPANY AND REPRESENTATIVES ARE RELEASED FROM ALL LIABILITY DUE TO ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE, THE IMPROPER OPERATION OR NON-OPERATION OF THE SYSTEM, BREACH OF CONTRACT, EXPRESS OR IMPLIED, BREACH OF WARRANTY, EXPRESS OR IMPLIED, OR BY LOSS OR DAMAGE TO OR MALFUNCTION OF FACILITIES NECESSARY TO OPERATE THE SYSTEM, TRANSMIT ANY SIGNAL OR OPERATE ANY MONITORING FACILITY.
YOU FURTHER UNDERSTAND AND AGREE: THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF COMPANY OR REPRESENTATIVES FOR ANY LOSS, DAMAGE, COST OR EXPENSE DUE TO ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE WHICH OCCURS BEFORE OR AFTER THE SIGNING OF THIS AGREEMENT, PRODUCT OR STRICT LIABILITY, BREACH OF WARRANTY, EXPRESS OR IMPLIED, BREACH OF CONTRACT, EXPRESS OR IMPLIED, OR FOR CONTRIBUTION OR INDEMNIFICATION, SUCH LIABILITY SHALL BE LIMITED TO THE MAXIMUM SUM OF $2,500.00 COLLECTIVELY FOR COMPANY AND REPRESENTATIVES.
IN THE EVENT THAT YOU WISH TO INCREASE THE MAXIMUM AMOUNT OF SUCH LIMITED LIABILITY, YOU MAY, AS A MATTER OF RIGHT, OBTAIN A HIGHER LIMIT BY PAYING A CHARGE FOR THE INCREASE IN SUCH LIMIT OF LIABILITY, BUT THIS CHARGE OR ANY HIGHER LIMITATION SHALL IN NO WAY BE INTERPRETED TO HOLD COMPANY OR REPRESENTATIVES AS AN INSURER.
3. Transmission of Data or Voice. You acknowledge and agree that the System is a non-supervised reporting device. If the transmission medium for delivery of data or voice communications from your System to the monitoring facility is incompatible with the system, inoperative, circumvented, compromised or interrupted by natural or human causes including, without limitation, the cutting of the telephone line, radio transmission interference, power line surges or outages (BPL), or internet or internet provider problems, there is no indication of this fact at the monitoring facility. Further, you understand that a two-way voice system enables Company to “listen-in”. You authorize and consent to Company listening-in and release Company and Representatives for all claims, losses, damages, costs and expenses due to Company listening-in to your premises.
4. Release of Insured Losses and Waiver of Subrogation. You hereby waive any rights your insurance company may have to be reimbursed by Company or Representatives for money paid to you or on your behalf. You hereby release Company and Representatives for all losses, damages and expenses which are insured.
5. INDEMNIFICATION. IF ANYONE OTHER THAN YOU, INCLUDING YOUR INSURANCE COMPANY, ASKS COMPANY OR REPRESENTATIVES TO PAY FOR ANY LOSS, DAMAGE OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ECONOMIC LOSSES, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) DUE TO (I) BREACH OF CONTRACT OR WARRANTY, EXPRESS OR IMPLIED, (II) ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE BY COMPANY OR REPRESENTATIVES, (III) FAILURE OR MALFUNCTION OF THE SYSTEM OR THE MONITORING FACILITY, (IV) RECORDING OF COMMUNICATIONS OR VIDEO SURVEILLANCE/RECORDING, (V) PRODUCT OR STRICT LIABILITY, OR (VI) A CLAIM FOR SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, YOU AGREE TO PAY (WITHOUT ANY CONDITION THAT COMPANY OR REPRESENTATIVES FIRST PAY) FOR ALL LOSSES, DAMAGES, COSTS AND EXPENSES INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, WHICH MAY BE ASSERTED AGAINST OR INCURRED BY COMPANY OR REPRESENTATIVES.
6. Suspension of Service. Should Dealer default under its agreement with Company, or upon termination or suspension of Services for any reason under Company’s agreement with Dealer, or if the System becomes a “runaway” system or the System excessively signals Company’s monitoring facility without apparent reason, you unconditionally and irrevocably authorize Company to, without limitation, concurrently or consecutively, do any one or more of the following: ignore all signals received from the System, disconnect the System, or render the System incapable of signaling locally or communicating with the monitoring facility by deletion or modification of data necessary to operate the System and Company’s obligations hereunder are waived automatically without notice to you.
You agree that Company’s obligations hereunder are waived automatically without notice and you release Company for all loss, damage and expense in the event the monitoring facility, equipment, or facilities necessary to operate the System or monitoring facility are interrupted, circumvented, compromised, destroyed, damaged, inoperable or malfunction (collectively, an “Interruption”) for any reason whatsoever, for the duration of such Interruption of service.
7. False Activations. You shall pay, without any right to be reimbursed by Company, all fines, fees, costs, expenses and penalties assessed against you or Company by any court or governmental agency in the event the System is activated for any reason whatsoever, or for the failure to comply with Company’s procedures and all laws and governmental agency regulations and policies applicable to you or your vehicle.
8. Applicable Law. This Agreement shall be governed by and construed according to the laws of the State of New Jersey.
9. Type and Place of Suit. You and Company each unconditionally and irrevocably agree that all claims, actions or proceedings arising out of or from, in connection with, as a result of, related to or as a consequence of this Agreement or the Services (a “Suit”) shall be limited to breach of this Agreement only (all other types of claims being hereby waived and Company and Representatives being hereby released) brought exclusively in the state courts located in the County of Union, NJ and you and Company each unconditionally and irrevocably consent to the exclusive jurisdiction of these courts.
10. Service of Process. You and Company each authorize and consent to service of process by U.S. mail, certified, return receipt requested, or national overnight courier service (with confirmation of receipt) at Subscriber’s address and at Company’s home office address 2 Stahuber Avenue, Union, NJ 07083.
11. WAIVER OF TRIAL BY JURY. YOU AND COMPANY EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY SUIT BROUGHT BY EITHER PARTY.
12. Contractual Limitation of Actions. All Suits against Company or Representatives must be commenced in court within one (1) year after the cause of action has accrued, without judicial extension of time, or said Suit is barred. The time period in this paragraph must be strictly complied with.
13. Assignability of Agreement. This Agreement is not assignable by you. This Agreement or any portion thereof is assignable by Company and, upon assignment; Company shall have no further duty, obligation, responsibility or liability to you.
14. Monitoring Service. Monitoring service consists solely of the calling by telephone (“Calling”) (at the numbers supplied by Dealer or you in writing) of Proper Authorities (the “Call List”) (i) within a reasonable period of time (a) under the circumstances at the Monitoring Facility and (b) the priority of the Signal codes (“Listed Codes”) and (ii) after the listed codes appear on an operator’s computer screen at the Monitoring Facility or voice communication is received from the Subscriber’s premises (“Premises”) (“Monitoring Services”). No Monitoring Services shall be rendered for Signals received which are not Listed Codes or for voice communication which does not request assistance.
Notwithstanding anything contained herein to the contrary, upon receipt of a Listed Code and prior to Calling the Call List, Company may, in its sole and absolute discretion and without any liability, contact or attempt to contact the Premises by one telephone call to confirm the necessity to report the receipt of a Listed Code to Proper Authorities.
Company’s efforts to notify Proper Authorities shall be satisfied by (a) advice of receipt of a Listed Code to the first person answering a Call, or (b) if a Call does not connect (e.g., telephone equipment or telephone company’s system unable to successfully complete the Call for any reason), one attempt to call each of the Proper Authorities, or (c) by leaving a message with a telephone answering service or any mechanical, electrical, electronic or other technology permitting the recordation of voice or data communications.
15. Service Information Obligation of Subscriber. You shall properly and accurately complete and deliver to Company or Dealer in writing all information required by Company to perform Services under this Agreement (“Information”). All Information (and all additions, modifications or changes) shall be (i) your sole and absolute responsibility, and (ii) in writing or electronically transmitted by you or Dealer to Company. All Information shall not become available for use until transferred by Company to its database which shall occur not sooner than the next business day after receipt of the Information at the monitoring facility. No oral communication shall be binding on Company. Notwithstanding the foregoing, in the event Company provides or agrees to provide any of the Information, Subscriber hereby releases Company for any and all acts, errors or omissions of Company, including Company’s active or passive sole, joint or several negligence of any kind or degree arising out of or from or related to Company providing, failing to provide or agreeing to provide any Information.
16. Integrated Agreement. This instrument contains the entire agreement between you and Company. Neither party has authority to make or claim any representation, term, promise, condition, statement, warranty, or inducement (collectively, “Inducement”) which is not expressed herein. You and Company each represent that it/he/she is not relying on any Inducement in signing this Agreement which is not expressed in the Agreement.
17. Valid Agreement. Should any provision hereof (or portion thereof), or its application to any circumstances, be held illegal, invalid or unenforceable to any extent, the validity and enforceability of the remainder of the provision and this Agreement, or of such provisions as applied to any other circumstances, shall not be affected thereby, and shall remain in full force and effect as valid, binding and continuing.
18. Modifications. All changes or amendments to this Agreement must be in writing and signed by you and Company to be binding.
19. Right to Subcontract. Company may, in its sole and absolute discretion, subcontract for the provision of Services under this Agreement. You agree that the provisions of this Agreement inure to the benefit of and are applicable to any subcontractors engaged by Company to provide any Service to you, and bind you to said subcontractor with the same force and effect as they bind you to Company.
20. Consent to Intercept, Record, Disclose And Use Contents of Communications. You, for yourself and as the authorized agent of your family, guests, agents, servants, representatives and employees (individually and collectively, “Any Person”), hereby consent to Company intercepting, recording, retrieving, reviewing, copying, disclosing and using the contents of all telephone, video, wire, oral, electronic and other forms of transmission or communication to which you, Any Person or Company are parties.
21. MEDICAL EMERGENCY SIGNAL. YOU ACKNOWLEDGE AND AGREE THAT COMPANY’S SOLE RESPONSIBILITY UPON RECEIPT OF A MEDICAL EMERGENCY SIGNAL TRANSMITTED FROM THE SYSTEM IS TO CALL BY TELEPHONE THE MEDICAL ASSISTANCE PROVIDERS AS DIRECTED BY YOU. YOU UNDERSTAND AND AGREE THAT COMPANY AND REPRESENTATIVES ARE HEREBY RELEASED FROM ALL LIABILITY DUE TO ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE OF COMPANY OR REPRESENTATIVES WHICH YOU, OR ANYONE CLAIMING THROUGH YOU, IN ANY WAY MIGHT OR COULD CLAIM AGAINST COMPANY OR REPRESENTATIVES BASED UPON, ARISING OUT OF OR FROM, IN CONNECTION WITH, RESULTING FROM, RELATED TO OR AS A CONSEQUENCE OF COMPANY’S FAILURE OR IMPROPER DISPATCH OF MEDICAL ASSISTANCE PROVIDERS.
22. Subscriber as Surety. You agree to be a surety for the obligations of Dealer to Company including, without limitation, all charges for Services rendered or to be rendered by Company to you, upon written notice to you that Dealer is in default or breach of its agreement with Company.
23. Subscriber Obligations. If the business relationship between you and Dealer terminates, or if you sell or no longer use the vehicle, you shall immediately (i) notify Company in writing, and (ii) deprogram the system in order that it does not communicate with the monitoring facility.
24. Paragraph Headings. The paragraph titles used herein are for convenience of the parties only and shall not be considered in construing the provisions of this Agreement.
25. Company as Subcontractor. You understand and agree that (i) the relationship between Company and Dealer is one of independent contractors where Company is a subcontractor of Dealer and not a partner or joint venturer with Dealer, and (ii) Company shall not be liable to you, directly or indirectly, for any liability of Dealer to you.
26. Right to Notice and Cure. In the event of any breach of this Agreement by Company, Subscriber agrees to provide written notice to Company specifically identifying the nature of the breach and the provisions of this Agreement affected thereby, and to permit Company to cure the breach within five (5) business days after receipt of the written notice or, if the breach cannot be reasonably cured within said period, to promptly commence to cure and diligently proceed until cured. If Company cures any said breach as provided herein, this Agreement shall continue unabated and Company shall not be liable to Subscriber for any loss, damage or expense arising out of or from, resulting from, related to, in connection with or as a consequence of any said breach.
27. Dealer as Agent; Revocation; Ratification; Retroactive Date. You hereby appoint Dealer as your agent to give direction to Company as if done by you in your own right concerning any and all matters arising out of or from, in connection with or related to the performance of Services. The authority granted to Dealer under this section shall continue to be binding upon you until revocation in writing, signed by you, shall have been actually received by Company; and no such notice shall affect anything done by Company in reliance hereon or pursuant hereto prior to actual receipt of said written and signed notice of revocation. You hereby ratify and confirm all prior and contemporaneous acts of Dealer in accordance with this section which you acknowledge and agree shall be and is deemed to be retroactive to the initial date Company performed any Services for you or on your behalf as a subcontractor of Dealer.
Storage of Agreement and Information. Subscriber authorizes Company to store or retain this Agreement and all Information and other written materials on electronic data or other storage media and, in the sole and absolute discretion of Company, to destroy all written documents or materials which have been stored or retained on electronic data or other storage media.
Program Terms and Conditions
The Roadside Assistance Benefit is provided by Roadside Protect. Whenever you need roadside assistance for your vehicle, call our toll-free number at (888) 684-4788 twenty-four (24) hours a day and request dispatch service and the Roadside Assistance Administrator will arrange to send help to your disabled vehicle from a participating facility.
All expenses covered under the Roadside Protect Program are limited to One Hundred Dollars ($100.00) for any single claim and include the following:
(a) Towing – When your vehicle is disabled due to mechanical breakdown, the Roadside Assistance Administrator will arrange for a Roadside Contractor to tow it to the nearest service facility of your choice up to the service expense equivalent of $100. Additional expense will be your responsibility to pay to the towing Roadside Contractor.
(b) Flat Tire Assistance – A flat tire will be changed with your spare tire. If, for any reason, the spare is not usable, the lug nuts cannot be removed or the vehicle has two flat tires with one usable spare, towing will be provided in accordance with the towing provisions.
(c) Fuel Delivery Service – An emergency supply of fuel of up to three (3) gallons will be delivered if your covered vehicle runs out of fuel. You will be responsible for the cost of fuel.
(d) Lock Out Service – If your keys are locked in the vehicle, assistance will be provided to gain entry into the vehicle up. In the event the keys are lost and a replacement key is required, you will be responsible for the total cost of a new key.
(e) Jump Start – Jump start service will be provided to start your vehicle.
(f) Winching/Extraction – If your vehicle is stuck in a ditch, mud or snow, but it is accessible from a normally traveled roadway, service will be given to either tow or winch the vehicle. Dispatch coverage for winching is limited to $100; any expense incurred beyond $100 will be your responsibility to pay to the Roadside Contractor.
Roadside Assistance Reimbursement. If for any reason the Roadside Assistance Administrator dispatch center cannot provide the benefits listed in this Program, you must obtain an authorization number from the Roadside Assistance Administrator dispatch center to use at the service provider of your choice. The Roadside Assistance Administrator will reimburse you up to $100 or the specific amount listed above in the covered expenses (whichever is less) upon presentation of the original paid service provider receipt. The authorization number is required to be eligible for reimbursement.
All documentation should be mailed to:
Roadside Protect, Inc. c/o Auto Road Service
P.O. Box 55698, Sherman Oaks, CA 91413
Phone 1-800-993-8473 – Claims Dept.
Coverage Eligibility. Five (5) uses limit per subscribership per year.
Service is limited to one tow or service call per disablement.
Service provider’s policy requires that you or another authorized person be with the vehicle in order to
cancel your request for service immediately if it is no longer needed by
calling us back utilizing your toll free number for dispatch service.
The Administrator will not accept responsibility for repairs or the availability, delivery or installation of parts. All parts used and services provided to you by the contractor must be authorized and paid for by you.
Important: Since all Authorized Service Providers are independent contractors and not agents or employees of the Administrator, the Administrator can assume no liability for any damage to your vehicle resulting from the rendering of service or for personal items left in the vehicle. Any claims for personal injury or damage to the property of a member must be filed against the servicing facility.
ROADSIDE ASSISTANCE SERVICE LIMITATIONS:
The Program provides service for most emergency situations but does not include:
· Service if the operator is not with the disabled vehicle (however if you cannot remain with the vehicle for safety reasons, we will attempt to provide service.)
· Towing or service on roads not regularly maintained including private property.
· Installation or removal of snow tires and chains nor dismounting, repairing, or rotating tires.
· Vehicle storage charges, cost of parts and installation, products, materials, impounding, and additional labor related to towing.
· Service to vehicles with expired safety inspection, license plate, and/or emission sticker where required by law.
· Service to vehicles that are not in a safe condition to be towed.
· Service in areas not regularly traveled, such as vacant lots, beaches, open fields or other places that would be hazardous for service.
· Charging a weak or dead battery.
· Towing vehicles to a junkyard for disposal.
Roadside Coverage provides one normally equipped service vehicle, one driver and one service call per disablement. Any additional personnel or special equipment is at the vehicle operator’s expense and is not reimbursable.
This Is Not Insurance