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TripMaster 24
<br /> by CTS Software Cost Proposal
<br /> 2.2 Device Term.You are financially obligated to pay for at least 45 months from the effective date of our acceptance of your order for such Devices,
<br /> whether pursuant to an Order or otherwise(the"Device Term").If the Order Term expires prior to the end of a Device Term,the Order Term will be
<br /> automatically extended until the expiration of the last Device Term.
<br /> 2.3 Additional Orden. We will provide to you the Devices pursuant to this Schedule and the terms of the applicable Order. You may order additional
<br /> Devices by providing us with a written request or purchase order,so long as such Device is commercially available.All additional purchase orders must be
<br /> in writing and accepted by us.Once accepted by us,additional purchase orders will become part of and are incorporated into your original Order for
<br /> Devices and are subject to the terms and conditions set forth herein and the Agreement.
<br /> 2.4 Wireless Netw-4[k or_S.atellite ChangesTE u pmt=nl Updates. Over time,wireless network or satellite provider requirements may change and Devices
<br /> may need to be upgraded to accommodate such changed requirements.You may be responsible for costs related to any such Device updates,if
<br /> applicable. For any Device that is not upgraded,we cannot provide assurance that the Service will continue to be available. We will notify you in writing as
<br /> soon as reasonably practicable after receiving notice from the wireless network or satellite provider that updates will be required. Our solutions include
<br /> cellular connectivity.
<br /> 2.5 Reasonable. Our ability to provide the Services is conditioned on your Reasonable Use of the Devices. "Reasonable Use"means:i)unlimited
<br /> use for standard telematics,GPS and location data,and engine and accelerometer events;and ii)for any other purpose,use of the Service(a)at a level
<br /> not to substantially exceed the average usage of all customers of the Service as determined on an hourly,daily or monthly basis and(b)that in CTS'
<br /> reasonable discretion does not degrade the Service or impact our other customer's ability to access and utilize the Service. The Service is not intended to
<br /> be,and shall not be,used with equipment,systems,or non-CTS approved applications that drive continuous heavy traffic or data sessions. We reserve the
<br /> right to throttle down or otherwise limit the transfer of data by any Device if usage by a Device restricts,inhibits,disrupts,degrades or impedes our ability to
<br /> deliver and monitor the Service,backbone,network nodes,and/or other network services provided,however,we shall notify you in advance of such action
<br /> and the parties shall work together in good faith to resolve the issue prior to CTS taking any such action. Notwithstanding the foregoing,we reserve the right
<br /> to take unilateral action and immediately throttle down or otherwise take any and all actions,including termination or suspension of the offending Device,
<br /> limiting throughput or amount of data transferred by you,or requiring you to pay additional fees,if CTS reasonably believes interference or material
<br /> impairment to CTS'network is imminent and immediate action is necessary,until such issue is resolved.
<br /> 2.6 LQst_D-evicc-es. During the Order Term,you will be responsible for the total replacement cost if a Device is lost. You will also be responsible for
<br /> shipping,installation and device costs in the event a replacement is needed.
<br /> 2.7 Updates.We will,when reasonably practical,cause Updates to automatically install over the air to the Device firmware.
<br /> 3. FEES.The fees set forth in an Order will be invoiced directly by us as set forth in the Agreement(unless you arrange to pay the fees by credit card).
<br /> 4. WARRANTIES. During the Order Term,we warrant that our Support will allow the Devices that we install to operate as substantially described in the
<br /> applicable Documentation("Good Working Order")provided that the Device has been Updated(if applicable,in accordance with Section 2.8 above)and
<br /> has not been subject to misapplication,misuse,modification,improper use with other software,damage,or negligence. Repair or replacement is your sole
<br /> and exclusive remedy for this warranty.Removal and return of the Device that is not in Good Working Order will be at your expense and risk of loss. The
<br /> failed Device must be received by us within 45 days of issuance of a return materials authorization("RMA")number or you may be invoiced the Non-
<br /> returned Fee as set forth in Section 5.1 below. Following issuance of the RMA number,we will advance replace the failed Device by shipping to you,at our
<br /> expense,a replacement Device,which may be refurbished.We do not warrant or support any third party owned products provided to you under an Order
<br /> (you must contact and pay that third party owner directly for any available support).
<br /> 5. EARLY TERMINATION.
<br /> 5.1 Fees; .The Devices will remain our property until the natural expiration of its applicable Device Term and subject to payment of all fees for its use.
<br /> Notwithstanding any other provision of the Agreement, if any Device Term is terminated early for any reason(including but not limited to any termination of
<br /> the Agreement or an Order),you are responsible for and shall pay(a)with respect to each Device Term terminated early,the monthly fees payable to us for
<br /> the Device multiplied by the number of months remaining in the Device Term for such Device and(b)all costs associated with the de-installation and return
<br /> shipping of such Devices(collectively,the"Early Termination Fee").Early Termination Fees are liquidated damages,are not a penalty but a reasonable
<br /> estimation of our damages in the event of an early termination and are a part of our rates.
<br /> 5.2 Survival.The rights and obligations under Sections 1,2,3,5,6,and 7 survive any expiration or termination of this Agreement.
<br /> 6. LIMITATIONS OF LIABILITY. Our entire liability and your sole and exclusive remedies for any damages whether in contract,tort or otherwise arising
<br /> from this Schedule are:(i)for breach of warranty for the Devices,the repair and replacement remedies in Section 5;and(ii)for claims other than in
<br /> subsection(i),the direct damages proven in an amount not to exceed the amount paid by you for the Devices in the 30 day period immediately preceding
<br /> the date on which the claim arose.We have no liability for any Device that was not installed by us.
<br /> YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU HAVE NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH ANY UNDERLYING
<br /> WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND THAT YOU ARE NOT A THIRD PARTY BENEFICIARY OF ANY
<br /> AGREEMENT BETWEEN US AND THE UNDERLYING WIRELESS CARRIER. IN ADDITION,YOU ACKNOWLEDGE AND AGREE THAT THE
<br /> UNDERLYING WIRELESS CARRIER AND ITS AFFILIATES AND CONTACTORS SHALL HAVE NO LEGAL,EQUITABLE,OR OTHER LIABILITY OF
<br /> ANY KIND TO YOU AND YOU HEREBY WAIVE ANY AND ALL CLAIMS OR DEMANDS THEREFOR.
<br /> 7. NO RIGHT TO DISTRIBUTE,RESELL,OR REMARKET. You have no right under this Schedule and agree not to act as a distributor,reseller,or
<br /> remarketer of the Devices without our prior written consent.We and our licensors retain all right,title and interest in and to the Devices,and other services
<br /> provided under this Schedule,including but not limited to all copyright,patent,trade secret and other intellectual or proprietary rights.You may not remove
<br /> any copyright notices or any confidential or proprietary legends.
<br /> ORDER
<br /> GENERAL INFORMATION.
<br /> TripMaster by CTS Software-Quote#4564 v6 3 i d
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