ILER GROUP, INC. CompaniesPolicy Statements
10 Year, Limited Lifetime Warranty (LLW)
GPS Tracker Warranty:
Iler Group, Inc. d.b.a. Fleetistics (the “Company”) warrants, to the original purchaser (“Customer”) of the GPS tracking and telematics device (GPS device only), that the original device will be free from defects in material and workmanship under normal use and maintenance starting from the original purchase date, but no earlier to January 1, 2014, for up to 10 years, including the manufacturer warranty.
If the devices fails to satisfy the LLW, the Company will repair or replace the device with the same, similar, new or repurposed device of comparable value, and performance, at the Company’s option, and such repair or replacement or substitution shall constitute the sole remedy to satisfy this LLW or any implied warranty(ies) of the Company. Customer is responsible for all fees, if any, to uninstall, reinstall and ship the device as described herein. To be eligible customer is required to be in a 12-month service agreement with annual auto renewal effective if current agreement. Termination of service in less than 12 months from from the date of delivery requires any replacement device be returned to Fleetistics at the Customers expense.
Return Manufacturer Authorization (RMA) Process:
In order to have an LLW claim evaluated by the Company, the Customer must return the device to Fleetistics with a RMA number issued by the Company after basic troubleshooting steps are performed by the Customer. The RMA number is to be written on the exterior of the box. Any device determined not to be under the terms of the LLW will be returned to the Customer at the Customer’s request. Devices returned without a case number and found to be in working condition may be returned with a $35.00 bench testing fee.
The LLW does not apply when: 1. Excessive moisture, heat or dirt 2. Device tampered with or opened. 3. Improperly installed or protected 4. Customer is paying below standard rate for monthly application access fee (AAF) 5. AAF is lowered at Customers request regardless of verbal statements, orders or contract renewals at other rates unless a separate fee is paid for extended LLW service. 6. Company no longer a customer of Fleetistics. 7. Changes in manufacturer or cellular carrier network technology which adversely effects performance. 8. Installation in any environment different than that of a passenger vehicle compartment. 9. Excludes all asset trackers.
Limitation of Liability:
THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER OF OR WITH RESEPCT TO THE DEVICE OTHER THAN THE FORGOING LIMITED LIFETIME WARRANTY, AND ALL SUCH OTHER EXPRESS WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED. ANY IMPLIED WARRANTY BY THE COMPANY, INCLUDING WARRANTIES OF MERCHANTIBILITY AND FITNESS ARE LIMITED THE PRICE PAID FOR THE DEVICE AND COMMUNICATED IN WRITING TO THE COMPANY WITHIN 30 DAYS OF THE DEFECT RENDERING THE DEVICE INOPERABLE. THE COMPANY WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, LOST PROFIT OR CONSEQUENTIAL DAMAGES, AND ALL SUCH DAMAGES ARE EXPRESSLY EXCLUDED. ALL DISPUTES WILL BE RESOLVED IN HILLSBOROUGH COUNTY, IN THE STATE OF FLORIDA. CUSTOMER EXPRESSLY FORGOES ANY RIGHT TO CHANGE OF VENUE OR JURISDICTION. THE PREVAILING PARTY WILL BE REIMBURSED FOR REASONABLE ATTORNEY FEES AND COURT COSTS. Some states do not allow limitations on how long an implied warranty lasts, or exclusion or limitation or incidental or consequential damages, so the above limitation or exclusion may not apply.
Changes in Service:
As a value-added service to standard AAF, Fleetistics reserves the right to modify or terminate the LLW at any time and changes will be retroactive and applicable to all customers and all devices.
Customer identifiable information is not sold or shared. Customer may elect to engage third party service providers which are not part of this policy and are governed by the relationship between the Customer and the third party. Iler Group, Inc (IG) customer portal, MyFleetistics (MF), uses Customer data to provide reports, graphs and analytics to the Customer and to IG and may use unidentifiable data to generate data across industries for analysis by all MF customers.
Entities collecting User information:
User information on this Site is collected on behalf of Iler Group, Inc. by Iler Group, Inc., who is responsible for this Site. Iler Group, Inc. address is 2604 Cypress Ridge Blvd, Suite 101, Wesley Chapel, FL 33544. USA, and its telephone number is +1 813-600-1738.
Collection of User information:
As a visitor to this Site, you can engage in many activities by providing limited User information. In connection with other activities, such as utilizing online or hosted Products and Services, Iler Group, Inc. may ask you to provide certain information about yourself by filling out and submitting a form. It is optional for you to engage in these activities. If you elect to engage in these activities, however, Iler Group, Inc. may ask that you provide certain User information (as well as certain non-User information that may be tied to User information), such as your first and last name, mailing address (including ZIP code), country of residence, e-mail address, employer, job title and department, and telephone and facsimile numbers,. When ordering Products and Services via the Site, you may be asked to provide a credit card number and billing and shipping information. Depending upon the activity, some of the information that we ask you to provide is identified as mandatory and some as voluntary. If you do not provide the mandatory data with respect to a particular activity, you will not be able to engage in that activity. Similarly, if you wish to delete your information (pursuant to the mechanism set forth in “Updating your User information and privacy preferences”) that is mandatory, you will no longer be able to engage in that particular activity.
In order to reduce errors in our database, authenticate our users, prevent fraud and prevent abuse of our Site and the Products and Services, as well as to provide more consistent, relevant experiences to our users, we may on occasion supplement or correct the User information you submit to us and your Internet Protocol (IP) address with information in our other databases or information from third-party sources. For example, if permitted under applicable law, we may supplement your Registration Information with address information provided by the U.S. Postal Service to qualify your information and prevent errors in our database. As permissible, we may also supplement the information you provide to us with demographic and other information (such as age or interest in photography) stored in third-party databases in order to make it more likely that marketing communications we send will be of interest to you.
How User Information is Used:
Iler Group, Inc. collects your information in order to record, support and facilitate your participation in the activities you select and to prevent fraud and unlawful use. If you subscribe to or register for Products and Services, for example, the information is used to register your rights, if any, to technical support, training or other benefits that may be made available to registered users. As another example, if you enter a contest, information is collected to qualify the entry and to contact you regarding the contest or prize awards. Your User information may also be used to track customer preferences to provide a customized Site experience and keep you informed about product upgrades, special offers, and other products and services of Iler Group, Inc. and selected Providers unless you have opted not to receive such communications or such communications are prohibited by law. Iler Group, Inc. does not share User information it receives with Providers for the Providers’ own marketing purposes unless Iler Group, Inc. has received an opt-in from you.
Iler Group, Inc. may use aggregate, unidentfiable statistical data for improving the Site and the Products and Services, providing more relevant experiences to our customers and for statistical analysis.
Certain Products and Services may require you to use the most current version of such Product and Service or are offered in conjunction with other Products and Services, which you may or may not have already downloaded. The Product and Service may automatically check to determine if you are using the most current version or have other Products and Services and through e-mail messages, pop-up boxes or similar mechanisms inform you if need to upgrade in order to use the Product and Service you have requested. During this process, an IP address identifying your computer and the Product and Service version may be sent to a Web server, but system profile information is not transmitted nor are cookies used to store information.
Choices with Respect to User Information:
There are other instances in which Iler Group, Inc. may divulge your User information, such as when required by law, regulation, or litigation. We may also disclose information about you if we determine that such disclosure should be made for reasons of national security, law enforcement, or other issues of public importance.
Protection of User Information:
The User information that you provide in connection with registering yourself as a user of the Site or of the Products and Services is classified as Registration Information. Registration Information is protected in several ways. Access by you to your Registration Information is available through a password and unique customer ID selected by you. This password is encrypted. We recommend that you do not divulge your password to anyone. In addition, your Registration Information resides on secure servers that only selected Iler Group, Inc. personnel and contractors have access to via password. Iler Group, Inc. encrypts your User information as it is transferred to Iler Group, Inc. and thereby strives to prevent unauthorized parties from viewing such information.
User information that you provide that does not constitute Registration Information also resides on secure servers and is accessible only to selected Iler Group, Inc. personnel and contractors via password. Since this information is not accessible online by you, you will not be asked to select a password in order to view or modify such information.
Please note that any information you post to a public bulletin board, blog or chat room (such as the Iler Group, Inc. User to User Forums) and to community help, wikis, cookbooks, User sharing URLs (such as your_name_here.photoshop.com) and user profiles (the “Community Sites”) is available to all persons accessing that location, and your e-mail address and other User information or content you upload may also be posted on these Community Sites. The information you share, including your email address, would then be available to all persons accessing these Community Sites, and such information may be read, collected or used by others for any purpose, including sending you unsolicited messages. Iler Group, Inc. is not responsible for any information you elect to submit in these Community Sites or the use of such information. In addition, you should be aware that some Community Sites offer a service in which subscribers are e-mailed a copy of all messages posted to the Community Sites on a particular topic. Consequently, if you post a message to such Community Sites, your e-mail address will be sent to those subscribers who have indicated an interest in the topic of your message. If you do not wish for your User information to be posted or distributed in this manner, you should not participate in the Community Sites.
Data Not Collected:
Tracking, Cookies, Web Beacons and Similar Tools:
In order to improve our Products and Services and the Site and provide more convenient, relevant experiences to our customers, we and our vendors and agents may use “cookies,” “web beacons,” and similar devices to track your activities. A cookie is a small amount of data that is transferred to your browser by a web server and can only be read by the server that gave it to you. It functions as your identification card and enables Iler Group, Inc. to record your passwords, purchases, and preferences. It cannot be executed as code or deliver viruses. A web beacon is a small transparent gif image that is embedded in an HTML page or email used to track when the page or email has been viewed. A similar device may be used by which a Product and Service may send data to a server when a set of user-initiated events occur such as the “Add to Cart” button is clicked. This device is similar to a cookie in that it tracks your visit and the data can only be read by the server that receives the data. It is different than a cookie in that it is not browser-based, may not function as an identification card, and does not store any data on your computer.
User Information that users provide about other individuals for tell-a-friend or other referral features on the Site or within Products and Services is used by Iler Group, Inc. to send an initial communication to the person whose details you have provided, and is not retained in Iler Group, Inc.’s systems. If you are invited by someone else to participate in shared editing or viewing of documents, photos, video, websites or other content, you will typically be required to contact the person who invited you to update, correct or delete the User information they provided about you. In general, even though we may delete an account you hold with us in these types of shared editing or viewing areas, we may continue to retain information regarding your past actions with respect to content reviews or sharing initiated by others.
We may also ask you to provide information of others such as when reporting suspected piracy. In this instance, we will ask for the person’s or company’s name and contact information so that we may investigate. User information supplied in these instances will only be used for the purpose being submitted.
Most browsers are initially set to accept cookies, and most Products and Services that include similar devices are typically initially activated to collect data. You can set your browser to notify you when you receive a cookie, giving you the chance to decide whether or not to accept it. (For some web pages that require an authorization, cookies are not optional. Users choosing not to accept cookies or similar devices will probably not be able to access those pages or the related Products and Services.) Information about non-cookie tracking devices and their features, including disabling options, are contained in the information materials provided with such Products and Services or on Site pages relating to such Products and Services.
Iler Group, Inc. also hires other companies to place our banner ads on other websites. Such companies perform tracking and reporting activities on ads served and user reaction (“third-party advertisement servers”). They do not collect any information other than IP addresses and behaviors associated with those IP addresses on our behalf, and we do not give any User information to them. Third-party advertisement servers are subject to their own privacy policies. Iler Group, Inc. may also allow other companies to display advertisements on certain pages of the Site or within the Products and Services. If you click on these advertisements these companies may place a persistent cookie on your computer which may allow them to display further advertisements to you. It is our policy to require these companies to provide accessible methods for you to disable these cookies. Should you have any complaints about the practices of any of these companies you should contact them directly.
Terms & Conditions of Sale
This is an example of the general Terms & Conditions provided at the time of order. The T&Cs presented at the time of order supercede this content.
The capitalized terms and variations thereof not otherwise defined elsewhere in this Agreement shall
have the meanings as set forth below:
a. “Agreement” means the governing document stating services, warranties, standards or service and other provisions which define the legal obligations of the parties.
b. “Company” means Iler Group, Inc., d.b.a. Fleetistics.
c. “Customer” means any person or entity that has purchased products or services from the Company.
d. “Device” means any vehicle mounted wireless tracking device or messaging system manufactured for or by the Company.
e. “Electronic Signature” a signature that consists of one or more letters, characters, numbers or other symbols in digital form incorporated in, attached to or associated with an electronic document equivalent to a physical signature and is legally binding.
f. “Effective Date” means the effective date of this Agreement as indicated by acceptance of online or by signature.
g. “Manufacturer” means the entity that engineered or directed the assembly of equipment, supplies data processing services and usually develops the majority of the graphical user interface displaying GPS track data.
h. “Application Access Fee” (AAF) means monthly licensing fee for access to data from a device or service to the
Customer via a web interface either provided by Manufacturers, 3rd party providers or the Company.
i. “Term” means the Initial Term as well as any renewals or extensions thereof.
j. “Service” means the delivery of information, knowledge, data or consulting, which may, or may not include equipment or physical goods and services
2. TERMS AND CONDITIONS OF A PURCHASE:
Iler Group, Inc. d.b.a. Fleetistics herein known as the “Company”, retains ownership and title of all equipment and data until paid in full for equipment and until all terms of agreement have been fulfilled or early termination fees are paid. Upon payment in full, ownership of equipment transfers to the Customer. It is the Customer’s responsibility to return equipment in good working order at Customer’s expense within five (5) calendar days if initial service period is not completed.
3. TERMS AND CONDITIONS OF SOFTWARE AS A SERVICE (SaaS):
This section only applies when Customer purchases a Service directly from the Company which includes equipment required for the service. Customer agrees to make payment in full for Services starting on the delivery date regardless of installation, configuration or other Customer delays. Customer acknowledges having sufficient time prior to the agreement to review and evaluate the Services provided. Ownership of goods, equipment, and GPS products in support of the Service remains with the Company at all times and must be returned within 15 days, at the Customer’s expense, when the service is terminated for any reason. Service fee billing ends when devices are received by the Company in good working order. Items not returned in good working order will be billed at the then current retail rate and due immediately. Fees for the current month are not refunded. Fees paid for the following month will be refunded in full after all outstanding debt is deducted. It is the Customer’s responsibility to provide proof of delivery cancellation or to verify that all equipment is working properly upon receipt. Risk of loss shall pass to Customer or Customer’s Agent upon delivery. Limitation of Liability extends for the duration of the period set forth in the agreement. Activation fees and shipping and handling is nonrefundable.
It is the Customer’s responsibility to verify that all equipment is working properly upon receipt. Customer WAIVES ALL CLAIMS TO DEFECT, DAMAGE, SHORTAGE, OR OTHERWISE UNLESS MADE IN WRITING TO COMPANY WITHIN 5 DAYS OF DELIVERY, WHETHER CUSTOMER HAS PURCHASED, LEASED OR RENTED EQUIPMENT. Customer agrees to pay all shipping, handling, duties, communication fees, unemployment, workers compensation, taxes, and customs charges that are not shown on this invoice for shipments outside the USA or to local governments as prescribed by state or federal law. Customer acknowledges need to file to pay local and state tangible property tax within 90 days or every order. Customers agree to pay all fees associated with the Company paying taxes on behalf of the Customer, including legal fees, penalties, wages and any other expense associated with the Company dealing, paying or resolving tax issues on behalf of the Customer, regardless of account status being active or inactive for the last seven (7) years, or that required by local jurisdiction from the date of the last order. All prices are in US dollars unless otherwise indicated.
5. LIMITED RETURN POLICY:
The following 5-day limited return policy applies only to sale of equipment. Equipment purchased as new and which is returned as directed by the Company within 10 calendar days of order, found to be unused (not installed), in original condition, and in original packaging, will be accepted for return with a 10% restocking fee. Shipping and handling fees, installation, activation fees and pro-rated subscription service fees will not be refunded. All returns must be accompanied with a Return Merchandise Authorization (RMA) issued in writing, eNotice (email) or by fax from the Company and written on the outside of the box which will not be accepted otherwise.
6. RETURN OF EQUIPMENT AFTER INSTALLATION:
In the event the equipment is returned after installation or damaged, the Customer shall pay 100% of the current price for a new device as liquidated damages in addition to fees outlined in Application Access Fee paragraph below.
7. APPLICATION ACCESS FEE (AAF):
This section only applies when Customer purchases equipment or subscribe to a SaaS program, from the Company or when a separate AAF is paid directly to the Company. AAF fees begin on installation or fourteen (14) days after delivery, whichever comes first.
a. In the event of early termination, the balance is due for the entire agreement period. Third party terms or agreements with the Customer do not affect this agreement and may carry separate termination fees.
b. After the initial subscription service agreement period, the subscription service will perpetually automatically renew for a period equal to the initial agreement period, but not for a term greater than one year, until a written notice of termination is received a minimum of thirty (30) days prior to the end of the initial subscription service period or the last automatic renewal period end date. It is the Customer’s responsibility to provide notice using the Company’s service termination notification process and documentation and pay all outstanding invoices and fees to the Company before a termination notice is deemed effective. No other form of documentation is authorized to serve as a termination notice. Proper termination notification does not negate early termination fees being due as listed in this agreement.
c. In the event of a disruption of service which is due to malfunctioning equipment that is under warranty and not due to communication network issues (internet, cellular or satellite provider outages), subscription service credits may be issued based on the number of units affected, calculated on an hourly basis provided account is current with invoices. Subscription fees for units not affected remain due. Company will provide notice of failure to pay and provide fifteen (15) days from notice to cure defect. Failing to pay for subscription services may result in account termination, deactivation of units, suspended service, assessment of early termination fees as described and possible legal action. It is the Customers responsibility to notify the Company within 48 hours of when issues arise and to receive a Support Case number from a Company technical support representative to verify said notification. Service credits are issued only on the creation of a Support Case and Customer providing access to the unit or equipment within five (5) business days by troubleshooting with technical support personnel. Delays due to a lack of Customer cooperation, notification or equipment accessibility are not eligible for service credit.
d. If a unit or service is transferred to another provider or cancelled, all data may be lost, becomes the property of the Company and a $50.00 reactivation fee will apply per unit. Customer understands that some units cannot be reactivated which will result in a total loss of value. Some equipment requires returning to the manufacturer at the Customer’s expense to reactivate. The Company provides no warranty as to which units can be reactivated for any period of time. Certain units require programming to be done by the Company. Changes to the initial unit configuration may require the Customer to pay to un-install, ship and reprogram units for a $35.00 per unit programming fee plus shipping and handling fees. Customer agrees that if payment terms are extended there is a 15% APR for late payments calculated daily and a $50.00 fee per check for insufficient funds. Customers determined to be consistently late making payments will be required to make payment by credit card kept on file or pay three months in advance for subscription service.
e. After the initial term, AAF fee rate increases will be limited to that actually imposed by data service providers, manufacturers or equal to the Consumer Price Index (http://www.bls.gov/cpi/), whichever is greater; unless initial rate is below the rate card at the time of purchase. Company shall give Customer 30 days advance written notice of any rate increase. These limitations do not apply to Customers not under a Service Agreement.
f. Devices placed in “warm status” with a reduced monthly subscription service during a seasonal slow period, period of vehicle inactivity, no vehicle available for a device or any other reason will extend the service term by an equal period at the end of the current term.
g. Service used in a manner for which not intended as determined solely by the Company share result in additional fees relative to data used over the limit. Data is calculated on a calendar month basis. Misuse of the service, improperly installed or a defective device may be deactivated by the Company to minimize additional fees.
8. CUSTOMER SUPPORT AND TRAINING:
The Company agrees to provide reasonable online installation, user and training support. This excludes managing, installing or maintaining software and equipment not provided by the Company. Technical support is available Monday-Friday from 0830 to 1730 EST daily, except during Company holidays.
9. TRANSFER OF SERVICE:
If Customer wishes to transfer service to another company, there will be a $49.00 per GPS device or subscription service which is subject to AAF, payable to the Company prior to transfer, in additional to cancellation fees, other fees, current or past due balance.
10. WARRANTY & LIMITATION OF LIABILITY:
COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY KIND. Some states do not allow limitations on warranties, so the above limitation may not apply. COMPANY IN NO CASE SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, AND INDIRECT, ATTORNEY FEES OR SIMILAR DAMAGES ARISING FROM ANY BREACH OF WARRANTY, EVEN IF COMPANY (OR ITS AGENTS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no case shall Company’s liability exceed the price paid for the goods or services included for which the Company has been paid during the previous six (6) months. COMPANY makes no expressed or implied warranty of cellular network coverage, internet service, or performance for “real-time” tracking units, and shall not be responsible for any application access fees or other service provider’s provision of services. Equipment and services are warranted on a per device or service basis and based on the terms of the manufacturer warranty of no more than twelve (12) months from delivery unless approved in writing by the Company. Warranty covers the repair or replacement of device with a like device of equal or greater value and of equal or greater technological capability, at the Company’s discretion, excluding labor, bench testing fees, tariffs, duties, customs fees, shipping or handling. A $35.00 bench testing fee will apply if equipment is found to be working on receipt. Customer agrees to make vehicle or equipment available for troubleshooting by the Company’s technical support personnel during technical support hours listed in paragraph (9) before returning equipment for repair or replacement with an RMA number. Customer agrees that replacement equipment will not be provided in advance of “malfunctioning” equipment being received by the Company and tested to confirm equipment is faulty and covered by warranty. Customer agrees that all expenses associated with troubleshooting and repair or replacement of equipment is the sole responsibility of the Customer unless agreed to in writing at the time of sale or as part of an extended service plan at an additional fee. Customer agrees to purchase replacement equipment at market value if equipment cannot be repaired and is not covered by warranty to continue AAF during agreement period. The Company expressly disclaims any duty as an insurer of the equipment, not responsible to repair or replace any equipment that is damaged through accident, abuse misuse, theft, fire, water, casualty, and terrorism, negligent act of Customer or Customer’s agents, or act of God. BOTH PARTIES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES IN NO CASE SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES ARISING FROM ANY BREACH OF THIS AGREEMENT, INCLUDING LOSS OF COMPANY REVENUE OR PROFITS, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR ANY OTHER NON-DIRECT, PECUNIARY, COMMERCIAL OR ECONOMIC LOSS, UNLESS SAID LOSS ARISES FROM OR IS OTHERWISE CAUSED BY CUSTOMERS OTHER PARTIES GROSS NEGLIGENCE.
11. INSTALLATION AND SERVICE WORK WARRANTY:
Installation and service work provided directly by the Company includes a workmanship warranty for 60 days from the date of initial installation. The warranty covers defects in workmanship. Warranty work is to be performed at the original installation location. Travel to additional locations further than the original installation location or outside identified working hours will result in additional reasonable fees based on the rates at the time. It is the Customer’s responsibility to make equipment and/or vehicle available during technical support hours listed in paragraph (4) at the Customer’s expense. The Company is not responsible for lost wages, business or other Customer expenses incurred to perform warranty work. In the event the Company subcontracts installation or service work to a third party, the Customer agrees that the Company in no situation is liable for an amount greater than the amount paid for services provided by or through the Company and the Company has been paid in full for same services. The Company does not recommend third party installation and service providers and makes no expressed or implied warranty of a third party and is not liable for their actions, business practices or performance.
12. CREDIT CARD PAYMENTS:
This section only applies to Customers paying by credit card. Customer acknowledges the purchase of the goods and/or services in the amount of the total shown on the Hardware Order Form & Invoice or listed online. Customer WARRANTS [authorizes] that Customer is the cardholder or an authorized user of the card. Customer agrees to return all equipment in good working condition within 5 business days in the event of a charge back and pay for shipping, handling, unit removal, restocking fees and early termination fees as listed herein. Failing to return equipment described will knowingly violate this Agreement and subject the Customer to legal action and
payment in full.
a. Customer agrees not to issue a charge-back against some or all the charges listed or for future invoices and will comply with the standard return policies as disclosed herein. Customer agrees to have credit card debited even though items ordered may not be available for an extended period as identified by the Company and real-time reporting will vary by cellular network coverage. If a charge-back is ruled in the Company’s favor, Customer agrees to pay any fee(s) imposed by merchant service providers with the credit card on file, have real-time service suspended immediately and agree to pay airtime fees not paid during charge back dispute period. On-going disputes may result in the temporary or permanent termination of all service, the imposition of the per vehicle termination fee or reactivation fee and the collection of past due subscription fees before service will be reinstated. Customer authorizes Company to institute the above actions directly with service provider(s).
Customer agrees and acknowledges that time is of the essence with respect to payment required of the Customer hereunder. Failure to pay Company within 15 days of the due date on invoice under this Agreement shall render Customer in default unless otherwise agreed on by written amendment to this agreement and signed by an officer of the Company. In the event of default, Customer is responsible for all fees and costs associated with collection, including but not limited to fees imposed by any collection agent or attorneys utilized by Company. An annual percentage rate of 18% will be charged to invoices which are sixty (60) days or more past due. If the Customer represents a sole proprietorship, or LLC, and an owner or a partner enters into or authorizes this agreement, the undersigned person signing on behalf of the Company will immediately pay all sums due under the terms of this Agreement without requiring the Company to proceed against the Customer, any other party or equipment. The undersigned person signing on behalf of Customer consents to personal jurisdiction, venue, choice of law and jury trial waiver as stated in this agreement and agrees to pay all costs and expenses, including attorney’s fees, incurred by the Company related to this guarantee.
14. CHANGES TO PRODUCTS AND SERVICES:
The Company reserves the right to add, delete, modify, change, discontinue or limit services or the features, functionality, performance or other aspects of the products from time to time as determined in the Company’s sole discretion. The Company will use commercially reasonable efforts to advise the Customer of any such change by posting notice of same to the Company website from time to time or by email. Customer may terminate this Agreement and any subscription agreements in place by providing 30 day’s written notice to Company if Company makes and additions, deletions, modifications, changes or discontinues or limits services in such a way that materially changes the way Customer uses the equipment or services or precludes Customer from continuing to use the equipment or services in the same manner as contemplated herein.
15. CUSTOMER CHANGES:
Any Customer changes, alterations or attachments to the equipment may require a change in the charges set forth herein. The Company reserves the right to terminate this Agreement in the event that it shall determine that such changes, alterations, or attachments make it impractical for Company to service the equipment or to retake possession of the equipment. If Customer fails to cure the defect within 30 days written notice to the Customer, the Company reserves the right to terminate this Agreement and impose early termination fees.
In the event the Company was to become insolvent for unforeseen reasons, the Company would make reasonable efforts to transition service to a 3rd party provider at normal consulting fee rates.
Customer, and employees, will not enter into a distributor or reseller agreement with Company manufacturers or suppliers which are exposed as a result of the Company providing products and services even if known to the Customer prior to entering into this agreement. The non-compete will remain effective for a period of three (3) years from the data this agreement expires.
During the Agreement and for the three (3) year period following the Date of Termination, Customer, employees, affiliates or others under influence of the Customer agree not to make public statements, make comment, do online reviews or any communications that disparage the Company, its business, services, products, affiliates or officers, executives or employees as determined by the sole discretion of the Company. Doing may bring significant harm to the Company.
19. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS (IPIC):
Customer expressly acknowledges and understands that Company is merely reselling equipment and providing certain customer service support as set forth in this Agreement. Customer further acknowledges and understands that Company does not own or have any interest in any intellectual property of any manufacturer or provider, and is therefore not selling to Customer any intellectual property rights. The Customer specifically acknowledges that each manufacturer has or may have its own intellectual property and therefore would have an independent position on IPIC. Consequently, Customer agrees to hold the Company financially and legally harmless for IPIC. If Customer customizes equipment, application or use of data outside the system or for any use of the system other than that provided as base service data use, Customer agrees to defend and hold harmless the Company, its agents, servants, employees, manufacturers, officers and consultants in the event any IPIC are brought by any entity or person not a party to this Agreement. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH HEREIN ARE INTEGRAL TO THE AGREEMENT AS A WHOLE, AND THAT, BUT FOR SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS, COMPANY WOULD NOT AGREE TO ENTER INTO THIS AGREEMENT WITH CUSTOMER.
20. NO WAIVER OF RIGHTS:
The Parties acknowledge and agree that any delay or failure of the other to enforce its rights hereunder does not constitute a waiver of such rights, or in any way prevent a party from enforcing such rights, or any other rights hereunder, at a later time.
21. ENTIRE AGREEMENT:
The Agreement constitutes the entire agreement between the parties, and any and all prior negotiations, agreements (oral or written), or understandings are hereby superseded, updated and replaced by this Agreement except for the terms listed in an awarded contract resulting from a request for proposal (RFP), Request for Quote (RFQ) or Amendment. When an RFP/RFQ has been awarded and accepted by the Company, provisions in the RFP/RFQ in conflict with the Company’s terms and conditions will supersede this agreement excluding paragraph 18, IPIC, of this agreement. Equipment and service purchased prior to this agreement will now be governed by the terms and conditions herein.
22. CHOICE OF LAW, JURISDICTION AND VENUE:
This Agreement shall be governed by and enforced in accordance with the laws of the State of Florida, USA WITHOUT REGARD TO ITS CONFLICTS OF LAWS and VENUE [jurisdiction] of any dispute INVOLVING [between] the Company and Customer or End User will be in a court in HILLSBOROUGH COUNTY in the state of Florida. Collection related disputes will be resolved in court or through arbitration at the Company’s discretion. The Customer agrees to pay reasonable legal fees, court costs, interest at the annual percentage rate listed, and collection fees related to the debt collection process. Both parties agree to abide by the decision of the arbitrator. Court costs and other legal expenses shall be incurred by the Customer. The burden of proof is on the Customer. NEITHER PARTY NOR ANY AFFILIATED COMPANY OR ASSIGNEE SHALL HAVE THE RIGHT TO OFF SET THIS AGREEMENT, OR ANY WARRANTY OR OTHER CLAIMS THAT ARISE UNDER THIS AGREEMENT OR OTHERWISE.
23. MODIFICATION OF TERMS:
THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THESE TERMS AND CONDITIONS MAY NOT BE VARIED, MODIFIED, OR CHANGED EXCEPT BY WRITTEN AMENDMENT ATTACHED HERETO EXECUTED BY A CORPORATE OFFICER OF THE COMPANY.
a. Future orders for products and services placed online using the Company’s standard online ordering system will be superseded by this Agreement if the customer remains under a service Agreement.
ACCEPTANCE BY ELECTRONIC SIGNATURE
1. Customer agrees that completing the order constitutes an electronic signature hereto and shall constitute an original physical signature and shall legally and financially bind the Customer to this and future electronic orders provided by the Company.
2. By signing this agreement, Customer acknowledges he/she has the authority to bind the Customer (individual, corporation or business entity) to this Agreement or is otherwise personally financially responsible for the agreement.
Revision Date 98.11.18v1