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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 Orders. 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 Network or Satellite Changes; Equipment 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 Use. 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 Lost Devices. 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 />
<br />ORDER
<br />GENERAL INFORMATION.
<br />Cost Proposal
<br />TripMaster by CTS Software - Quote # 4564 v6 13 / 14
<br />Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6
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