Zonar Systems, Inc. — Unified End User License Agreement (EULA)
Company Terms and Conditions
Version dated July 17, 2026
These Terms and Conditions are incorporated by reference into your Sales Order and govern your use of Zonar hardware, software, and services. Section 23 — Product-Specific Terms contains the Product Terms/Addenda that apply to specific offerings; expand the section that matches what you purchased.
1. SERVICES
Company will provide to Customer the Services specified in the Order and in any mutually accepted Statement of Work (SOW). The Services may include, but are not limited to: (i) service activation, (ii) access to Company’s web-based portal and associated web-based Software applications, (iii) reasonable support, including email and phone support, (iv) Software upgrades that Company makes generally available to its customers, (v) automated alerts and exception reporting (such alerting functions need to be enabled by Customer and not all Services have an alerting function), and (vi) associated wireless network connectivity (where Company manages the associated SIM). Company will provide Custom Services in accordance with the terms of a mutually agreed upon SOW.
1.1. Permitted Uses
Company Services may only be used by the Customer for Customer’s internal business use or shared with a 3rd party via a Company approved utilization of Company’s API Access.
1.2. Non-Permitted Uses
The following uses are not Permitted Uses, and represent a breach of Customer’s contractual obligations under these Terms and Conditions. (a) Using Company Services to create software or a service that functions substantially the same as a Company Service, (b) Reverse engineering or attempting to extract the source code from a Company Service; (c) using a Company Service for any activities where the use or failure of the Company Service could lead to death, personal injury, or environmental damage; (d) using a Company Service for any illegal, unauthorized, or non-permitted purpose; (e) using a Company service for any benchmarking purposes; or (f) granting access to a Company Service to any third party telematics provider, or any Company competitor.
2. CUSTOMER MUST HAVE INTERNET ACCESS
Customer is solely responsible for obtaining and maintaining Internet access to Company’s web-based Software through an Internet service provider in order to access Customer Data hosted by Company (transmission of Data from a Customer vehicle to Company’s data center is part of the Service). Company is not responsible for any compromise of data transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned or operated by Company. Company assumes no responsibility for the reliability or performance of any connections as described in this Section.
3. DATA RETENTION
Company will have the right to purge all Data following the time periods specified on the attached Schedule. If no Data retention boxes are checked on the Schedule, Company will have the right to purge EVIR Inspection Data after 3 months and GPS Data and all other Data after 6 months. Regulations may mandate specific Data retention requirements for EVIR Inspection Data, GPS Data, or other Data, and it is Customer’s sole responsibility to understand those requirements, and to export and archive its Data if the Data retention period offered by Company is not sufficient. Customer is solely responsible for printing data and inspection reports for vehicles involved in an accident. Company is not required to retain Data except as provided in the Agreement.
4. CUSTOMER DATA
As between Company and Customer, all rights, title and Intellectual Property Rights in and to the Data is owned exclusively by Customer. Customer grants to Company a worldwide, non-exclusive, royalty-free, license to use, distribute, reproduce, publicly perform, publicly display, digitally perform, make, have made, store, maintain and import all Data for the purposes of providing and operating the Services. The license may also be exercised on behalf of Company by third parties acting on Company’s behalf (e.g., technology partners, service providers and independent contractors). To the extent necessary, Customer further grants to Company all rights necessary in the Data in order for Company to exercise its rights regarding the Aggregated Information as described in Section 8. Customer is solely responsible for its use of Data, controlling its employees/authorized users’ access to the Software, Hardware and Services, reviewing inspection reports, and taking appropriate action with respect to vehicles for which inspection reports have been submitted using the Services. The accuracy of Data may be dependent on the accuracy of information provided by individuals using Hardware or Software on Customer’s behalf.
4.1. DISCLOSURE OF DATA
Customer authorizes Company to disclose Data to (a) the manufacturer of Customer’s vehicle; (b) the lessor or owner of the vehicle (where Customer has rented or leased a vehicle from a third party); (c) any maintenance provider/company identified by the Customer; (d) the provider of any Managed Application that Customer chooses to download, install, or use; and/or (e) any third party to whom the Customer authorizes access to such Data via Company’s API. Customer acknowledges that the foregoing disclosures of Data are part of the Services provided by Company under the Agreement.
4.2. Personal Information
Company shall process, use, store, or otherwise access all Personal Information received under the Agreement as Customer’s Service Provider. Except as otherwise authorized by law, Company may not (i) use, disclose, or process Personal Information for Company's own purposes, including but not limited to marketing or commercially exploiting (such as selling, renting, or leasing) Personal Information; (ii) retain, use, or disclose Personal Information for any purpose other than for the specific purpose of providing the Services, including retaining, using, or disclosing Personal Information for a commercial purpose other than providing the Services; (iii) retain, use, or disclose Personal Information outside of the direct business relationship between Company and Customer; or (iv) “sell” Personal Information, as that term is defined in the CCPA. Company certifies that it understands these restrictions, and shall comply with them. Company shall promptly comply with Customer’s reasonable written instructions regarding any individual privacy rights requests made pursuant to the CCPA.
4.3. PRIVACY
Customer has partnered with Company to collect and process certain vehicle information relating to Customer's vehicles. In providing the Services, Company accesses this data from the United States. Details of Company’s privacy policies can be found at the following locations.
https://support.zonarsystems.net/hc/en-us/sections/360007108632-Legal
5. SOFTWARE LICENSE
Subject to Customer’s timely payment of all applicable fees and expenses, and compliance with the terms of the Agreement and, if applicable, any Third Party Terms, Company grants to Customer during the Term a limited, non-transferable, non-sublicensable, revocable license to access and use the Software (including hosted Software, device applications and device firmware) solely in connection with Customer’s use of the Services and solely for Customer’s internal business purposes. Customer is responsible for ensuring that only authorized Customer personnel have access to Company’s web-based services. Customer acknowledges that the Software is of United States origin, is provided subject to the U.S. Export Administration to any intellectual property relating to the Company Offerings and/or Third Party Offerings and will not (a) modify or create derivative works from any Software, (b) merge or otherwise combine any Software with other software not expressly approved in writing by Company, (c) copy, reproduce, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or algorithms of any Software, or (d) permit the Software to be used for, any purposes prohibited by law. Company Offerings may be subject to the export control laws of the applicable territory, and Customer will comply with such export control laws. The Software and accompanying documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable.
6. PURCHASED HARDWARE (PDP)
Company or its designee will ship all Purchased Hardware to Customer under the Agreement FOB origin, such that title transfers to Customer when such Purchased Hardware is made available to Customer at Company’s premises. Without affecting the transfer of title, Company will, if specified in the Order under shipping charges, arrange for insured shipment of Purchased Hardware to Customer via a common carrier of Company’s choosing, and will reasonably assist Customer with any claims against such a carrier for lost or damaged shipments. Unless Customer has purchased Hardware installation Services from Company or its designee under the Order or SOW, Customer shall be solely responsible for the proper installation of all such Purchased Hardware. In the event that Company has provided Customer any Promotional Hardware (where title transfers to Customer but Company waived the normal purchase price of the Hardware under a promotional offering), and Customer terminates this Agreement for any reason before the end of the Initial Term, Customer shall be obligated to immediately return such Promotional Hardware to Company at Customer’s expense or pay for such Promotional Hardware. The terms of the Connectivity Package/Promotional Hardware Addendum shall apply to all Promotional Hardware.
7. IDP HARDWARE
If a Quote or Order identifies Hardware as “IDP,” or if the Order does not identify a specific purchase price for any Hardware included in the Quote, such Hardware will be considered IDP Hardware. Customer will use the IDP Hardware only with the Services, in accordance with specifications applicable to such Hardware and all applicable laws. The terms of the IDP Hardware Addendum shall apply to all IDP Hardware.
8. INTELLECTUAL PROPERTY
Company retains all right, title and interest and all related Intellectual Property Rights in and to the Company Offerings and Aggregated Information, including any enhancements, updates, modifications, or derivative works, whether made by Company, Customer or any third party. Except as expressly provided in the Agreement, the rights granted to Customer do not convey any other rights in the Company Offerings, or any ownership in the Company Offerings. Under no circumstances will Customer sell or transfer any Company Offerings, reconstruct or repair such Company Offerings, or reverse engineer or otherwise attempt to learn the trade secrets, know how or other intellectual property embodied therein. Company service marks, logos and product and service names are marks of Company (the “Company Marks”). Customer agrees not to display or use the Company Marks in any manner without Company’s express prior written permission.
9. COMPANY API
Company may make available Company API to Customer at Company’s discretion. Any access to or use of Company API by Customer, including any third party authorized by Customer, shall be subject to the terms of Company API Addendum.
10. BETA HARDWARE AND/OR SERVICES
Company may provide Customer with access to certain Beta Hardware and/or Services throughout the Term. At its sole discretion, Company may choose not to generally release such Beta Hardware and/or Services, choose to change Beta Services, and/or choose to discontinue or suspend the Beta Services at any time, with or without notice. Customer must immediately cease using Beta Hardware and/or Services upon Company’s request. Beta Hardware and/or Services may contain defects and bugs that may cause system or other failure and data loss. Company will identify such Beta Hardware and/or Services to Customer as Beta Hardware, Test Hardware, Prototype Hardware, Beta Services, Test Services, and/or Prototype Services to distinguish such products and services from Company’s commercially released Hardware and Services. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKES AVAILABLE BETA SERVICES “AS IS,” WITHOUT ANY WARRANTY, GUARANTEE, SUPPORT, OR INDEMNIFICATION, AND COMPANY SHALL HAVE NO LIABILITY OF ANY KIND WITH RESPECT TO BETA SERVICES.
11. CONSENTS AND AUTHORIZATION
Customer is solely and individually responsible for obtaining all driver, operator, and other end user consents and authorizations that may be legally required, necessary, or appropriate with respect to the provision of the Services. Customer shall indemnify, defend, and hold harmless Company for any breach of this Section 11.
12. APPLICATIONS
12.1. MANAGED APPLICATIONS
Company may offer third party applications that are integrated with the Company Offerings, identified on an Order, and for which Company directly invoices Customer (the “Managed Applications”). Company may change the availability of these Managed Applications at its sole discretion, and Company reserves the right to suspend or terminate the provision or use of any Managed Application (including the removal of any Managed Application from Company-sourced tablets) at any time without entitling Customer to any refund, credit or other compensation, other than the termination of ongoing billing for the terminated Managed Application. Use of Managed Applications may require the purchase of a Monthly Data Plan as further described in Section 21. If Company is providing Customer with access to Managed Applications as specified in the Order, Customer’s use of the Managed Applications is governed by the additional terms contained in the Managed Applications Addendum.
12.2. INDEPENDENT THIRD PARTY APPLICATIONS
Customer may use certain third party applications, products, or services with the Company Offerings (collectively, “Third Party Apps”). Any purchase, installation or enablement of, subscription to, or use by Customer of Third Party Apps, as well as any exchange of data between Customer and any Third Party App provider, is solely between Customer and the applicable third party. Any Third Party App terms and conditions are controlled solely by the Third Party App provider and Company has no control over Third Party Apps or their providers, and, Company does not warrant or support, and has no responsibility for, Third Party Apps and/or any other non-Company products or services. It is Customer’s responsibility to review and comply with all relevant terms governing the use of Third Party Apps (the “Third Party Terms”). Use of Third Party Apps may require the purchase of a Monthly Data Plan as further described in Section 21.
13. TERM/TERMINATION
13.1. TERM
Unless otherwise set forth in the Order, the initial term for each Order shall be a period of three (3) year(s) following commencement of Service billing, as defined in Section 13.1.1 (“Initial Term”). The Initial Term will automatically renew for additional one-year periods (each, a “Renewal Term”, and together with the Initial Term, collectively the “Term”), unless a party provides written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current Term. Fees during the Term, including the Initial Term, shall be subject to adjustment in accordance with Section 14.1. Upon commencement of each Renewal Term, the Fees shall be adjusted in accordance with Section 14.1, including application of Company’s then-current published rates, unless otherwise expressly agreed in writing by the parties.
13.1.1. SERVICE BILLING
Unless specified otherwise in the Order, Service billing will commence as follows: (a) for Hardware that is shipped to Customer by Company or its designees, Service billing will commence on the Hardware shipment date; (b) for Hardware that is currently in Customer’s possession or control, Service billing shall commence on the Schedule Effective Date (or the Order date, as applicable); and/or (c) for additional Services ordered after the Schedule Effective Date of this Agreement and for which additional Hardware or Hardware activation is not required, including Managed Applications, Service billing shall commence on the Order date. If, for any reason, the billing for Services is deferred beyond the above-defined commencement date, the Service billing commencement date will be the date of the first invoice for Service that the Customer pays in full.
13.1.2. DTNA RENEWALS
The Term associated with any Customer’s renewal of Virtual Technician or Visibility Services under the Agreement is set forth in the DTNA Renewals Addendum.
13.2. TERMINATION. Except for a Cancellation validly made under section 13.3,
if Customer attempts to terminate early, fails to make any payment when due, or otherwise violates any term or condition of the Agreement, Company may terminate the Agreement if Customer does not cure such breach within fifteen (15) days after written notice. Upon termination of the Agreement, all Fees and other amounts due under the Agreement, including Fees incurred and unpaid as of the date of termination of this Agreement and all Fees related to any unexpired portions of the Term, will accelerate and become immediately due and payable, and Customer shall be responsible for interest and costs/expenses of collection. Company may terminate the Agreement immediately, upon written notice to Customer if Customer breaches the terms of Sections 5 (Software License), 8 (Intellectual Property) or 19 (Confidentiality).
13.3. 30-DAY MONEY-BACK GUARANTEE; 90-DAY CANCELLATION RIGHT
For purposes of this Section 13.3, "Contract Signature Date" means the date the applicable initial Order, Schedule, or other ordering document is signed by the last party to sign.
13.3.1. THIRTY (30)-DAY MONEY-BACK GUARANTEE
Customer may cancel its initial Order for convenience by providing written notice to Company within thirty (30) days after the Contract Signature Date and receive a refund of one hundred percent (100%) of Fees actually paid to Company under that Order. Company may deduct or offset from any refund amounts for lost, damaged, altered, encumbered, or unreturned Hardware, non-refundable taxes, shipping, handling, third-party charges, and any other amounts not recoverable by Company.
13.3.2. NINETY (90)-DAY CANCELLATION RIGHT
After the thirty (30)-day refund period expires, Customer may cancel its initial Order for convenience by providing written notice to Company within ninety (90) days after the Contract Signature Date without incurring an Early Termination Fee. All Fees paid remain the property of Company after day thirty (30) and are non-refundable. Customer remains responsible for all Fees and charges for Services rendered and amounts incurred through the effective date of cancellation. Upon cancellation, Customer shall promptly return, at Customer’s expense, all IDP Hardware, Promotional Hardware, and other Company-owned Hardware required to be returned under the Agreement, in accordance with Company’s return procedures. "Early Termination Fee" means the acceleration of recurring Fees that would otherwise become due solely because of cancellation before expiration of the Initial Term.
13.3.3. SCOPE OF RIGHTS
The rights in this Section 13.3 apply only to Customer's initial Order unless expressly extended to a Supplemental Order in writing. Cancellation under this Section does not limit Customer's obligations to return all IDP Hardware, Promotional Hardware, or other Company-owned property/hardware.
13.4. EFFECT OF TERMINATION
Upon termination or expiration of the Agreement, Customer will immediately cease use of the Software, Services, Data (unless Customer has purchased continuing Data retention services as specified in the Order) and any Company Confidential Information. The provisions in the following sections, and any other right or obligation of the parties in the Agreement that, by its nature, should survive expiration or termination of the Agreement, will survive any expiration or termination of the Agreement: 3, 5, 8, 11, 14.2, 15, 16, 17, 18, 19, 20 and 21. Additionally, Customer will pay all unpaid and outstanding fees through the effective date of termination or expiration of the Agreement.
14. FEES, PAYMENT TERMS, TAXES
14.1. FEES
Customer is responsible for all Hardware and Service costs, Administrative Fee, fees, and charges identified in the applicable Quote, Sales Order, Statement of Work, or other written agreement (collectively, “Fees”). In addition to the foregoing, Company reserves the right to assess a fee for any vehicle, Hardware, and/or Services transferred to a different Company Customer account (“Transfer Fee”), and a fee for any SIM-enabled Hardware activated for Customer, including Hardware that is reactivated following deactivation (“Activation Fee”). Customer will be invoiced applicable Transfer Fees and Activation Fees. Service Fees shall be subject to an annual adjustment effective on each anniversary of the applicable Service commencement date, in an amount equal to the greater of (a) five percent (5%) or (b) the percentage increase in the Consumer Price Index (CPI) for the preceding twelve (12) month period. For clarity, such annual adjustments shall apply during the Term, including the Initial Term, and are not limited to Renewal Terms. Upon the commencement of each Renewal Term, Service Fees shall be adjusted in accordance with Section 14.1, including, without limitation, application of Company’s then-current published rates for the applicable Services, unless otherwise expressly agreed in writing by the Parties. Hardware Fees (due to the fluctuating prices of electronic components) will be quoted as needed. Pricing for subsequent Hardware orders will be based on current market pricing at the time of Order. Any additional Services, expansions, modifications ordered by Customer during the Term shall be priced at Company’s then current rates, unless otherwise expressly agreed in writing.
14.2. PAYMENT TERMS
Customer will pay (in U.S. dollars) all invoices issued under the Agreement by wire transfer to Company’s designated bank, by check, or by any other method acceptable to Company within thirty (30) days from the date of Company’s invoice. Payments are not subject to set off or reduction. Any amounts not paid when due will bear interest at the rate of eighteen percent (18.0%) per month, or the maximum legal rate if less, and Customer will be responsible for all costs and expenses, including attorneys’ fees, incurred by Company in connection with the collection of any delinquent amounts. Customers with Monthly Recurring Revenue greater than One Thousand Dollars ($1,000) under the applicable Order will be eligible for Net 30 payment terms, subject to Company’s credit approval and applicable credit limits. Customers at or below that threshold, or that do not satisfy Company’s requirements, may be required to prepay Fees, pay upon invoice, provide automated electronic payment information, provide a deposit, or provide other payment assurance acceptable to Company before shipment, installation, activation, or commencement of Services. Company will be entitled to withhold performance and suspend the Company Offerings and Third Party Offerings until all amounts due are paid in full. Company reserves the right to require Customer to pre-pay for Services or provide automated electronic payment information (credit card or EFT).
14.3. TAXES
All payments to Company exclude taxes unless specifically stated. Customer is responsible for payment of all applicable taxes, including sales tax, use tax, and property tax on Hardware, excepting taxes on Company’s income or Company’s employment taxes, however designated or incurred in connection with the transactions under the Agreement, and agrees to reimburse Company for any taxes paid on their behalf.
15. WARRANTY
15.1. LIMITED SERVICES WARRANTY
Company warrants that any installation Services and Custom Services provided under this Agreement shall be performed in a professional fashion by personnel with appropriate skill and expertise. Company warrants the workmanship of any installation Services for a period of ninety (90) days following completion of installation.
15.1.1. INSTALLATION OPTION
If Customer elects to have Company or its authorized designee perform the installation of applicable Hardware (“Installation Services”), such services will be governed by the terms of the Agreement, any applicable Statement of Work, and this Section 15.1.1. The specific Hardware to be installed will vary by Customer and shall be identified in the applicable Quote, Order, or Statement of Work.
15.1.2. DEFERRED INSTALLATION FEE PAYMENT
In lieu of a single upfront payment for Installation Services, the Customer may elect to amortize the total cost of such services through equal monthly installments payable over the duration of the Initial Term only. This deferred payment arrangement must be expressly memorialized in a duly executed Order or Statement of Work, and the corresponding installment amounts shall be invoiced to Customer as part of its recurring monthly billing cycle throughout the Initial Term. For the avoidance of doubt, no further payments for Installation Services shall be due or payable by Customer during any Renewal Term, provided that Customer has fully paid amounts owed for the Installation Services within the Initial Term.
15.1.3. NO REFUND OR PRORATION
Installation Services are not subject to proration or refund. Deferred payment does not relieve Customer of its full payment obligation should the Agreement terminate before the full amortization of the Installation Services fees.
15.2. LIMITED HARDWARE WARRANTY
Company hardware warranty coverage (“Warranty Coverage”) shall be provided solely to the extent expressly set forth in this Agreement, an applicable Addendum, Quote, Order, Sales Order, Statement of Work, warranty plan, or other written instrument accepted by Company. No Warranty Coverage shall be implied by the course of dealing, the course of performance, the usage of trade, invoice practices, purchase orders, or other communications unless expressly approved in writing by Company. Warranty Coverage is required for Hardware provided under IDP Hardware. Unless otherwise expressly stated in the applicable Order, such required Warranty Coverage shall be included in the applicable Fees for the IDP Hardware or related Services, or separately invoiced as warranty fees in connection with such Fees. Warranty Coverage for Purchased Hardware is optional and shall apply only if expressly purchased by Customer. Company may, in its discretion, offer Warranty Coverage as a separate or standalone offering for eligible Hardware. Warranty fees may be invoiced as a one-time charge or as recurring monthly charges, as specified in the applicable Order. All recurring warranty fees shall constitute “Fees” under this Agreement and shall be subject to the payment, suspension, acceleration, tax, and collection provisions of this Agreement. Except as otherwise expressly stated in the applicable Order or required by applicable law, warranty fees shall be non-cancellable and non-refundable once the applicable Warranty Coverage period commences. The warranty period runs from the date of shipment, and any replacement hardware provided under warranty will be covered under warranty for the remainder of the warranty term based on the shipment date for the original equipment. Provided that such Hardware is used and handled as intended and in accordance with the Agreement, and that Customer provides Company with notice within the applicable warranty coverage period, as Customer’s sole and exclusive remedy, Company will replace any failed or functionally impaired Hardware with equivalent Hardware in terms of performance and functionality. This warranty does not apply to any Hardware that has been misused, altered, willfully abused or that has been subject to water or other environmental damage or that has been damaged due to improper installation by Customer or its agents. Hardware installations must follow Company’s equipment-specific installation guidelines to qualify for the foregoing warranty. If Hardware is determined by Company to be damaged due to any of the aforementioned causes, or if Hardware is otherwise deemed ineligible for Warranty coverage, Customer will be charged the price of a replacement unit plus shipping and handling, and restocking fees. Customer is solely responsible for the deinstallation and return of Hardware and the proper installation of any replacement Hardware. Return of any Hardware requires a Return Material Authorization (“RMA”) number. All RMAs must be pre-authorized by Company Customer Care at: E-mail: Customercare@Companysystems.com. Phone: 1(877) THE-EVIR. Ancillary hardware such as mounts, brackets, and cables are excluded from the above warranty.
15.3. WARRANTY DISCLAIMER
THE LIMITED WARRANTIES IN THIS SECTION 15 ARE MADE PERSONALLY TO CUSTOMER IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR ITS USE OF DATA, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPANY OFFERINGS OR THE THIRD PARTY OFFERINGS, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; OR (C) ANY WARRANTY THAT THE COMPANY OFFERINGS OR THE THIRD PARTY OFFERINGS WILL BE SECURE OR ERROR-FREE, WILL MEET CUSTOMER’S REQUIREMENTS, WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY OR SECURE, OR OPERATE WITHOUT ERROR.
16. HOLD HARMLESS AND INJUNCTIVE RELIEF
To the extent allowed by law, Customer shall hold Company harmless from and against any claim, cost, or expense (collectively, “Claims”) asserted or initiated by a third party arising out of or relating to Customer’s use of the Data provided by the Service for employment decisions. For copying or unauthorized use of the software and Services, or other violations of the terms of the Agreement, Company may seek and obtain injunctive relief for such breaches or threatened breaches, in addition to, and not in limitation of other legal remedies.
17. LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO EITHER PARTY’S OBLIGATIONS APPLICABLE TO CONFIDENTIAL INFORMATION, CUSTOMER’S INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS, AND ANY INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, OR INVESTMENTS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF (i) THE PERFORMANCE OR NON-PERFORMANCE OF THE AGREEMENT, USE OF THE COMPANY OFFERINGS OR THE HARDWARE, OR (ii) ANY CLAIM, CAUSE OF ACTION, BREACH OF CONTRACT OR ANY EXPRESS OR IMPLIED WARRANTY, UNDER THE AGREEMENT OR OTHERWISE, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT. COMPANY’S AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT, IN ANY EVENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE FEES PAID BY CUSTOMER UNDER THE AGREEMENT IN THE PRIOR TWELVE (12) MONTHS, IF ANY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18. OTHER LIMITATIONS
Company’s licensors and suppliers will have no liability of any kind under the Agreement and Customer will not be a third party beneficiary under agreements between Company and its licensors/suppliers. Customer is solely responsible for instructing individuals in the proper use of equipment, execution of inspections and delivery of legally acceptable electronic signatures in compliance with US law regarding commercial vehicle inspection and repair records, if applicable. Company will have no liability for any nonperformance/delay caused by any event reasonably beyond its control, including, but not limited to labor disputes, natural disasters and other acts of God, and war. Company may update and change the features and functionality of the Company Offerings from time to time, with or without notice, so long as such changes do not materially diminish the function or features of the applicable Company Offering.
19. CONFIDENTIALITY
To the extent allowed by law, each Party shall retain in confidence all information received from the other Party that the disclosing Party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as such (“Confidential Information”), except that Company may disclose Customer’s Confidential Information (where such data is collected from a Customer vehicle/asset) to (a) the manufacturer of Customer’s vehicle or engine; (b) the lessor or owner of the vehicle (where Customer has leased vehicle from a third party) or any maintenance provider/company identified by the Customer; (c) the provider of any Third Party App that Customer chooses to download, install, or use; and/or (d) any third party to whom the Customer authorizes access to such data via Company’s API, for the purpose of providing Customer products or services including data analysis. In no event shall either Party employ less than a reasonable degree of care in protecting the Confidential Information, which includes, but shall not be limited to: the terms of this Agreement, pricing, business plans, customer lists, operational and technical data and product plans. Customer shall not share or provide access to Company’s web-based software or device firmware with any competitor of Company. The receiving Party's obligations under this Section shall extend for two (2) years following the disclosure of the Confidential Information. For avoidance of doubt, all of Company’s self-help guides accessible only via Company’s password protected Customer facing/restricted web portal are Company’s proprietary and Confidential Information, and Customer has a license to use such materials only for its internal business purposes and only during the Term of this Agreement.
20. WIRELESS DATA POLICIES
Customer has no contractual relationship with a wireless carrier and is not a third party beneficiary of any agreement between Company and a wireless carrier, nor does the underlying wireless carrier have any legal, equitable or other liability to Customer. Subject to FCC number portability rules, Customer has no property or other rights in any number assigned to it and any such number can be changed. Company and/or wireless carrier will not be responsible for interruption of service for any reason or the inability to use the service caused by Force Majeure. The liability and obligation of Company to Customer for services may be controlled and limited by a wireless carrier’s tariff, if any, and the laws, rules and regulations of the FCC and other United States or foreign governmental authorities and in no event will Company and/or wireless carrier be liable for the failure or incompatibility of any equipment utilized by Customer (and not provided by Company).
21. ADDITIONAL DATA COSTS
The download and/or use of any web browsing or Third Party App service on Hardware with a Company-controlled SIM requires the purchase of a Monthly Data Plan. Customer must use all Monthly Data Plan data allowances, in the billing period in which the allowance is provided, and unused data allowances will not roll over to subsequent billing periods. Company reserves the right to modify or change these Monthly Data Plans and fees at its discretion, which changes will be reflected in a Supplemental Order and will impact only Services subscribed to or renewed after the effective date of such changes (i.e., rate changes for existing Services a Customer has ordered will not occur during the Initial Term, but may be increased with notice by Company in a Renewal Term).
22. MISCELLANEOUS
If there is any conflict or inconsistency among these Terms and Conditions, an Order, an SOW, and applicable Product Terms, the conflict will be resolved as follows: (a) a mutually signed amendment controls over all other documents; (b) the applicable Sales Quote / Order controls with respect to pricing, quantities, term length, billing frequency, and customer-specific commercial terms; (c) applicable Product Terms control solely with respect to the specific Company Offering to which they relate; (d) these Terms and Conditions control with respect to general legal terms; and (e) an SOW controls with respect to project-specific deliverables, milestones, and professional services obligations, unless expressly stated otherwise. The failure of either party to exercise in any respect any right provided for in the Agreement will not be deemed a waiver of any provision of the Agreement or of any subsequent breach of the same and no waiver of any provision of the Agreement will be effective unless made in writing. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. Electronic or scanned signatures will be deemed originals. By executing the Agreement, Customer authorizes Company and/or its affiliates to request and obtain credit reports and/or bank and trade references (“Credit Reports”). Customer may request, and Company will provide, information regarding any Credit Reports obtained pursuant to this Section.
22.1. GOVERNING LAW
The Agreement is governed by the laws of the State of Washington, and, in the event of any controversy or claim arising out of or relating to the Agreement or the breach or interpretation thereof, the parties must submit to the exclusive jurisdiction of and venue in the Superior Court of King County, Washington, or the Federal District Court for the Western District of Washington, and their respective appellate courts.
22.2. EQUITABLE RELIEF
Customer acknowledges that a breach this Agreement would cause Company irreparable harm for which monetary damages may be inadequate. Accordingly, Company shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, or other equitable remedies without the necessity of posting bond or proving actual damages.
22.3. MEDIATION/ARBITRATION
Except as provided in Section 22.2 above, any other dispute arising between Customer and Company shall first be resolved through good faith negotiation. If negotiation fails, disputes shall be submitted to mediation in King County, Washington, as mutually agreed upon by the parties. The parties shall select a mediator within thirty (30) days of either parties’ request for mediation. The cost of any mediation proceeding shall be shared equally by the parties. Should the parties fail to resolve their dispute through mediation, then they shall submit to binding arbitration in King County, Washington. then they shall submit the dispute to binding arbitration in King County, Washington. If the parties are unable to agree mutually on the arbiter, each shall choose an arbiter, who shall choose a third arbiter who shall be the arbiter for the arbitration. Both Customer and Company agree to be bound by the decision of such arbitration and the prevailing party shall be entitled to recovery of its attorneys' fees and costs. The obligation to submit to binding arbitration shall not prevent either party from seeking a court order or an injunction enforcing the terms of this agreement concerning confidentiality or intellectual property protection.
22.4. ATTORNEYS’ FEES
The prevailing party in any dispute that goes beyond mediation arising out of or relating to this Agreement or its breach thereof shall be entitled to recover from the other party reasonable attorneys’ fees and costs incurred by the prevailing party in connection with such dispute.
23. PRODUCT-SPECIFIC TERMS
Certain Company Offerings may be subject to additional product-specific terms, addenda, end-user terms, data-sharing terms, warranty terms, third-party application terms, or online click-through terms made available by Company from time to time (“Product Terms”). The Product Terms identified in the expandable “+” sections below are incorporated into this Agreement by reference and may be reviewed by selecting the applicable “+” section. Product Terms apply only to the Company Offering, Hardware, Software, Service, Managed Application, warranty plan, integration, or feature identified in Customer’s orders or otherwise knowingly enabled, accessed, received, or otherwise accepted. Customer is not bound by Product Terms for offerings Customer has not ordered or used. By signing or accepting an Order, or by knowingly enabling or using the applicable Company Offering, Customer acknowledges that access has been provided to the applicable Product Terms and agrees that such Product Terms are incorporated into and form part of this Agreement. If these Terms and Conditions conflict with applicable Product Terms, the Product Terms control solely with respect to the applicable Company Offering. If an Order conflicts with applicable Product Terms, the Order controls with respect to pricing, quantities, term, billing frequency, and customer-specific commercial terms, unless the Order expressly states otherwise.
IDP Hardware Addendum
HARDWARE ADDENDUM
This Product Term is incorporated by reference into and forms part of the Unified End User License Agreement. It applies only to the products and services identified in your Order.
1. Title
Title in the IDP Hardware shall at all times remain with Company. Company may enter Customer’s property to repossess the IDP Hardware if Service fees are not received in full by their due dates. This IDP Hardware is an operating lease (similar to a rental agreement). Customer will not own the hardware at the end of the Term.
2. Payments
Unless otherwise specified in an applicable Order, IDP payments for use of the IDP Hardware shall be included in the Service fees (whether separately stated or included as a component of a lump sum). Service for IDP Hardware cannot be turned on and off during the Term, but IDP Hardware can be moved from one vehicle to a different vehicle. Customer must notify Company when such movement occurs.
3. Return of Hardware
Upon expiration or termination of the Term, Customer shall be solely responsible, at its own expense, for the de-installation, packing, rigging and delivery of the IDP Hardware, in an unencumbered state, back to Company, at a location specified by Company (if no such location is specified, then the returns should be shipped to Company’s headquarters location as of the date of termination, as identified on Company’s public facing website, www.Companysystems.com, which currently is 821 2nd Ave., Suite 1100, Seattle, WA 98104. Should Customer not return the IDP Hardware at the end of the Term, the Term shall be extended for successive three (3) month periods, and Customer shall pay Service Fees for such IDP Hardware during such extension period (each, a “Holdover Period”) at a rate equal to one hundred twenty percent (120%) of the then-current applicable rates for such Hardware and Services, subject to the right of either party during each such extension to terminate the extended Term upon thirty (30) days’ written notice. Upon such a termination, Customer shall promptly deliver the IDP Hardware to Company or its agents. If Customer fails to return the IDP Hardware upon Company’s demand, Customer shall pay Company, as the reasonable measure of Company's damages and not as a penalty, the then current list price for functionally equivalent Company Hardware. Any IDP Hardware that is returned in inoperable condition, or which exhibits more than ordinary wear and tear, will be subject to the Stipulated Loss Value defined below.
4. Net Lease
Each lease of IDP Hardware under an Order is a “net lease.” Therefore, Customer's obligation to pay all Service Fees and/or other sums due and payable, with respect to the IDP Hardware and Company’s rights to such payments, shall be absolute and unconditional and not subject to any abatement, reduction, setoff, counterclaim or other defense for any reason whatsoever, including, but not limited to, any claims which Customer may have against any third party or Company. It is a primary purpose of Company in entering into such lease(s) to claim all available tax benefits of ownership with respect to the IDP Hardware under the pricing and term of this Agreement. Therefore, Customer acknowledges and agrees that (i) no right, title or interest in the IDP Hardware has been or is intended to be passed to Customer, other than the right to maintain possession and use of the IDP Hardware for the Term and any extensions thereto under the terms and conditions of the Agreement; (ii) Customer has not taken and shall not take at any time during the Term and any extensions thereto any action which shall cause Company to lose any tax benefits of ownership; and (iii) the Stipulated Loss Values (defined below) are intended to provide recovery by Company of any such lost tax benefits of ownership.
5. Loss of IDP Hardware
Customer shall bear the entire risk of the IDP Hardware being lost, destroyed or otherwise rendered permanently unfit or unavailable for use from any cause whatsoever (an “Event of Loss”) after such IDP Hardware has been shipped by Company or its agents, except for the Customer’s normal exposure to dust, vibration, and outdoor operating conditions commonly encountered in excavation work shall not be deemed misuse or environmental damage, provided the equipment has been installed and used in accordance with the agreement and Company’s specifications. If an Event of Loss shall occur with respect to any IDP Hardware, Customer shall promptly and fully notify Company thereof. On the Service fee payment date following such notice, Customer shall pay to Company an amount equal to the Service fee or other payments applicable to such IDP Hardware then due and payable, plus a sum equal to the Stipulated Loss Value of such IDP Hardware as of that date. “Stipulated Loss Value” shall be determined by the then current list price for functionally equivalent Hardware. Upon payment of the Stipulated Loss Value, Company will provide Customer with replacement units of the IDP Hardware, provided, however, that the fees applicable to such replacement IDP Hardware and related Services shall be based on Company’s then current published rates, unless otherwise expressly agreed in writing.
6. Insurance
Customer at its own election can self-insure the IDP Hardware, or can obtain and maintain, at its own expense, property damage and liability insurance and insurance against loss or damage to the IDP Hardware including, without limitation, loss by fire (including so-called extended coverage), theft and such other risks of loss as are required on the type of IDP Hardware provided hereunder and by businesses of the type in which Customer is engaged. Regardless of whether Customer purchases such insurance, Customer will be liable to Company for any IDP Hardware losses, including any losses in transit when such IDP Hardware is being returned to Company after termination of the Term, based on the Stipulated Loss Value defined above.
7. Possession Pledge
Without the prior written consent of Company, Customer shall not (i) sublease the IDP Hardware, provided that Customer may, without such consent, permit, any parent or subsidiary of Customer to use the IDP Hardware in the ordinary course of business; (ii) create or incur any lien or encumbrance with respect to the IDP Hardware; or (iii) permit the IDP Hardware to be removed outside of the United States or Canada.
8. Limited Hardware Warranty for IDP Hardware
Company warrants that the serialized (i.e., tracked by Company using unique serial numbers) IDP Hardware elements of any Company Offerings delivered by Company or its agents to Customer as a IDP Hardware under this Addendum shall be free from all material defects in workmanship under normal use and service for the Initial Term (i.e., 3 years). Provided that such IDP Hardware is used and handled by Customer as intended and in accordance with this Addendum, and that Customer provides Company with notice within the applicable warranty coverage period, as Customer’s sole and exclusive remedy, Company will replace any failed or functionally impaired IDP Hardware with equivalent IDP Hardware in terms of performance and functionality. Company hardware Warranty Coverage shall be provided solely to the extent expressly set forth in this Agreement, an applicable Addendum, Quote, Order, Sales Order, Statement of Work, warranty plan, or other written instrument accepted by Company. No Warranty Coverage shall be implied by course of dealing, course of performance, usage of trade, invoice practice, purchase order, or other communication unless expressly approved in writing by Company. Warranty Coverage is required for Hardware leased from Company, including Hardware provided under IDP Hardware. Unless otherwise expressly stated in the applicable Order, such required Warranty Coverage shall be included in the applicable Fees for the IDP Hardware or related Services, or separately invoiced as warranty fees in connection with such Fees. These warranties do not apply to batteries and other ancillary components and ordinary wear items (e.g., cables, brackets, cradles, protective cases, etc.) and any IDP Hardware that has been misused, altered, willfully abused or that has been subject to water or other environmental damage or that has been damaged due to improper installation by Customer or its agents. The Customer’s normal exposure to dust, vibration, and outdoor operating conditions commonly encountered in excavation work shall not be deemed misuse or environmental damage, provided the equipment has been installed and used in accordance with the agreement and Company’s specifications. IDP Hardware installations must follow Company’s equipment-specific installation guidelines to qualify for the foregoing warranty. If IDP Hardware is determined by Company to be damaged due to any of the aforementioned causes, Customer will be charged the price of a replacement unit plus shipping and handling. Return of any IDP Hardware requires a Return Material Authorization (“RMA”) number. All RMAs must be pre-authorized by Company Customer Care at: E-mail: Customercare@Companysystems.com or Phone: 1(877) THE-EVIR.
9. Installation
Company will work with Customer to develop an efficient installation schedule. Should Customer fail to make a vehicle for which IDP Hardware has been ordered available at the agreed-upon schedule, Company’s obligation to install such IDP Hardware shall expire, and any installation costs thereafter shall be at Customer’s expense, using a Company-approved installer. Any failure to install ordered IDP Hardware shall not relieve Customer of its obligation to pay the corresponding service fees for such IDP Hardware, and Service billing shall commence in accordance with Section 13.1.1 of the Agreement.
10. IDP Hardware Upgrades after Initial Term
To be eligible for hardware upgrades to a new generation of functionally equivalent hardware due to obsolescence after the initial three-year term, Company reserves the right to require the Customer to enter into a new three (3) year agreement. Any replacement or upgrade of IDP Hardware during any Renewal Term shall be subject to Company’s then-current published rates for such Hardware and Services and shall not be based on rates applicable during any prior Term. Obsolescence is defined as equipment that no longer functions in conformance with its initial intended use due to technological reasons. Customer can also elect to receive annual hardware updates within their active Term, at a reduced cost, to ensure access to the latest supported technology without waiting for formal obsolescence.
Connectivity Package / Promotional Hardware Addendum
HARDWARE ADDENDUM
This Product Term is incorporated by reference into and forms part of the Unified End User License Agreement. It applies only to the products and services identified in your Order.
1. Promotional Hardware
Promotional Hardware is Hardware in which the Parties intend shall be provided by Zonar at no charge for Customer to use with the Services, in return for a commitment by the Customer to use such Promotional Hardware for an Initial Term of three (3) years (see Section 13 of the Zonar Terms and Conditions). If for any reason Customer does not pay Zonar Service fees for use of the Promotional Hardware for the entire Initial Term (such as caused by failure to pay the required fees or termination of the Agreement for any reason), Customer shall be obligated to either return the Promotional Hardware to Zonar at Customer’s expense, or pay Zonar the Stipulated Value as defined in Section 5 of this Promotional Hardware Addendum.
2. Shipment and Title
Zonar or its designee will ship all Promotional Hardware to Customer under the Agreement FOB origin, such that title transfers to Customer (subject to the limited return obligation during the Initial Term as defined in Section 3 of this Promotional Hardware Addendum) when such Promotional Hardware is made available to Customer at Zonar’s premises. Without affecting the transfer of title, Zonar will, if specified in the Order under shipping charges, arrange for insured shipment of Promotional Hardware to Customer via a common carrier of Zonar’s choosing, and will reasonably assist Customer with any claims against such a carrier for lost or damaged shipments. Unless Customer has Promotional Hardware installation Services from Zonar or its designee under the Order or SOW, Customer shall be solely responsible for the proper installation of all such Promotional Hardware.
3. Return of Hardware
In the event that Customer terminates this Agreement for any reason before the completion of the Initial Term, or otherwise fails to pay Service fees to Zonar for using the Promotional Hardware for the entire Initial Term, Customer shall be obligated to return such Promotional Hardware to Zonar at Customer’s expense. Zonar will bill Customer the Stipulated Value (see Section 5 of this Promotional Hardware Addendum) for any Promotional Hardware that is not returned to Zonar within 30 days of termination of this Agreement, for any reason, prior to completion of the Initial Term. Customer shall be solely responsible, at its own expense, for the de-installation, packing, rigging and delivery of the Promotional Hardware, in an unencumbered state, back to Zonar, at a location specified by Zonar (if no such location is specified, then the returns should be shipped to Zonar’s headquarters location as of the date of termination, as identified on Zonar’s public facing website, www.zonarsystems.com, which currently is 18200 Cascade Ave, Seattle, WA 98188). If Customer fails to return the Promotional Hardware as required by this Section 3 of the Promotional Hardware Addendum, Customer shall pay Zonar, as the reasonable measure of Zonar's damages and not as a penalty, the Stipulated Value fees defined in Section 5 of this Promotional Hardware Addendum. Any Promotional Hardware that is returned in inoperable condition, or which exhibits more than ordinary wear and tear, will be subject to the Stipulated Value fees defined below. Service for Promotional Hardware cannot be turned on and off during the Initial Term, but Promotional Hardware can be moved from one vehicle to a different vehicle. Customer must notify Zonar when such movement occurs. The return obligation (and payment of the Stipulated Value fee in lieu of a return) of this Section 3 expires upon completion of the Initial Term.
4. Loss of Promotional Hardware
Customer shall bear the entire risk of the Promotional Hardware being lost, destroyed or otherwise rendered permanently unfit or unavailable for use from any cause whatsoever (an “Event of Loss”) after such Promotional Hardware has been shipped by Zonar or its agents. If an Event of Loss shall occur with respect to any Promotional Hardware, Customer shall promptly and fully notify Zonar thereof. Zonar shall Zonar will bill customer the Stipulated Value fee defined in Section 5 for each item of Promotional Hardware that is lost. Upon payment of the Stipulated Value, Zonar will provide Customer with replacement units of the Promotional Hardware, at no additional charge other than ongoing Service fees. This Section 4 does not apply after the completion of the Initial Term.
5. Stipulated Value
For loss of Promotional Hardware during the Initial Term, or Customer’s failure to return Promotional Hardware within 30 days of termination of the Agreement (for any reason) prior to the completion of the Initial Term, Zonar will bill customer the following Stipulated Value fees for each item of Promotional Hardware that is lost or not returned (or returned damaged or showing more than normal wear and tear). No Stipulated Value fees apply after completion of the Initial Term.
• V4 $257/each
• V3 + 4GC $175/for the combo (V3 is refurbished)
• LD-TCU $95/each
• DashCam DF22 $375/each
• Other Zonar then current list price
Extended Warranty Addendum — Samsung Tab Active3
HARDWARE WARRANTY
This Product Term is incorporated by reference into and forms part of the Unified End User License Agreement. It applies only to the products and services identified in your Order.
This Extended Warranty is not a contract of insurance. The contents of this Extended Warranty Addendum – Samsung Tab Active3 (“Extended Warranty Addendum”) should be interpreted and understood within the meaning of a “service contract”, as set forth in RCW 48.110.020.
1. Definitions
Any defined terms used in this Extended Warranty Addendum that are not otherwise defined herein will have the meanings assigned to them in the Agreement.
a. “Accidental Damage” (also referred to as ADH) means a sudden, unexpected and unintentional external event that results in “physical” damage to the Covered Hardware, including spilled liquids and drops.
b. “Covered Hardware” means the new Samsung Tab Active3 tablet purchased from Zonar along with the optional Extended Warranty and document in a Zonar Sales Order (all Tab Active3 Tablets purchased from Zonar will be documented in such a Sales Order).
c. “Extended Warranty” means the Extended Warranty that You purchased, as set forth in the Zonar Quote/Zonar Sales Order and defined by this Extended Warranty Addendum.
d. “Extended Warranty Holder”, “You”, and/or “Your” means the original business entity identified in the Agreement as the purchaser or owner of the Covered Hardware covered by this Extended Warranty.
e. “Our” and “We” means Zonar Systems.
f. “Extended Warranty Period” shall have the meaning set forth in Section 2.
g. “Extended Warranty Service” means any warranty service provided by Zonar (or its agents) under this Extended Warranty Addendum.
h. “MB” refers to mechanical or electrical breakdown of Your Device screen or digitizer resulting from defects in materials or workmanship
2. Extended Warranty Period
The Extended Warranty Period and associated coverage under this Extended Warranty begins on the Start Date (the date the Tab Active3 is shipped) and ends three (3) years from the date of shipment. This Extended Warranty Period and coverage may not be renewed or extended. In the event the Zonar Services Agreement under which Zonar provides service for the Covered Hardware is terminated for any reason, this Extended Warranty shall also terminate.
3. Your Responsibilities
• PRODUCT PROTECTION: If protective items such as covers, carrying cases or pouches were provided or made available for use with your Hardware, You should make every effort to utilize these product accessories for protection against damage to your Hardware. If You suspect damage or breakdown of your Hardware, You should promptly take reasonable precautions in order to protect against further damage. ANY CLAIM DETERMINED TO BE AS A RESULT OF NEGLECT, NEGLIGENCE, MISUSE OR ABUSE (AS DEFINED) OF OR TO THE COVERED PRODUCT WILL NOT BE COVERED UNDER THIS CONTRACT.
• MAINTENANCE AND INSPECTIONS: If specified in the Hardware manufacturer’s warranty and/or owner’s manual you must perform all of the care, maintenance and inspections for the Hardware as indicated. You may be required to provide proof of fulfilment of such maintenance, care and/or inspection services at time of claim. ANY CLAIM RESULTING FROM THE LACK OF COMPLIANCE WITH THE PRODUCT MANUFACTURER’S WARRANTY AND/OR OWNER’S MANUAL WILL NOT BE COVERED UNDER THIS CONTRACT.
4. What is Covered
This Contract provides for the labor and/or parts necessary to repair your Covered Hardware when you have a covered claim. At Our sole discretion, you may be provided a replacement for your original Covered Hardware in lieu of repair. See the About Repairs, and About Replacements bullets below for full details.
• About Repairs – Parts used for repairs may be new, used, refurbished or parts that perform to the factory specifications of your original Covered Hardware.
• About Replacements – Reasonable efforts will be made in order to replace your original Covered Hardware with a same match; however, we reserve the right to replace the original Covered Hardware with one of equal or similar features and functionality, but we do not guarantee such replacement will be the same color, or model as your original Covered Hardware. Additionally, please note that sometimes-technological advances that are out of our control may result in a replacement that has a lower selling price than your original Covered Hardware, and this Agreement does not provide any reimbursement for such a cost difference. Also, know that any/all parts, components, or whole items that we provide replacement for will automatically become our property.
• Coverage:
Care+ for Business Unlimited Accidental Damage Protection Plan
PLAN COVERAGE – Coverage is provided for Your Tab Active3 as follows:
• Unlimited ADH coverage is provided for Your Tab Active3 during the Extended Warranty Period.
• MB coverage starts after the expiration of the manufacturer’s warranty, and continues thru the Extended Warranty Period.
• One-time battery replacement service for Your Tab Active3 in the event a non-disposable battery fails due to a MB defect including but not limited to, short circuit, swelling or leakage.
PLAN CLAIMS LIMIT – Our limit of liability under this Plan shall be as follows:
• ADH Claims: any single ADH claim shall not exceed the lesser of the fair market value or the MSRP of the Tab Active3 at the time of claim. There is no limit to the number of valid claims We will pay during the Term of this Plan. Upon expiration of the Term of this Plan, Our obligations will be considered fulfilled and We shall have no further responsibility to repair or replace Your Tab Active3 thereafter.
• MB Claims: an unlimited number of covered claims until the accumulated amount that We have paid equals the MSRP of the Covered Device per each 12 month period from the effective date of this contract until the end of the term. Once this limit is reached, Our obligations will be considered fulfilled for the 12 month period. If this limit is reached in the final 12 months period, Our obligations will be fulfilled and Your Plan will expire after the last repair is completed.
5. What is Excluded from Coverage
AS RELATED AND APPLICABLE TO THE COVERED HARDWARE(S), THIS CONTRACT DOES NOT COVER ANY FAILURE, DAMAGE, REPAIRS OR SERVICES IN CONNECTION WITH OR RESULTING FROM:
a. A pre-existing condition known to you (“pre-existing condition” refers to a condition that within all reasonable probability, relates to the functional fitness of the Covered Hardware screen before this Contract was purchased);
b. Any claim for service to or replacement of the Covered Hardware that has not been prior authorized by the Administrator;
c. Servicing of the Covered Hardware in association with a non-covered claim, and shipping or delivery charges associated with the initial purchase of the Covered Hardware;
d. Fortuitous events; including, but not limited to: environmental conditions, exposure to weather conditions or perils of nature; collapse, explosion or collision of or with another object; fire, any kind of precipitation, lightning, dirt/sand, smoke, nuclear radiation, radioactive contamination, riot, war or hostile action;
e. Breakdown or damage that is covered under any other insurance, warranty, guarantee and/or service agreement providing the same benefits as outlined in this Contract;
f. Abuse (meaning, the intentional treatment of the Covered Hardware in a harmful, injurious, malicious or offensive manner which results in its damage and/or breakdown), neglect, negligence, misuse, intentional harm or malicious mischief of or to the Covered Hardware;
g. Theft or mysterious disappearance, loss (unforeseen disappearance) or vandalism of or to the Covered Hardware;
h. Rust, corrosion, warping, bending, animals, animal inhabitation or insect infestation;
i. Any upgrades, attachments, accessories or peripherals, or any breakdown or damage to these items except as expressly provided for under this Plan, as described under the definition of Covered Accessories. Any and all other accessories are expressly excluded irrespective of whether such accessories were included with the original purchasing or purchased separately;
j. Any items that are consumer replaceable and designed to be replaced over time throughout the life of the Covered Hardware; including, but not limited to batteries, except as otherwise expressly provided for under the Coverage Plan Options section; any and all degradation of battery capacity occurring after 12 months from the purchase date of this Plan;
k. Improper removal or installation of replaceable components, modules, parts or peripherals and/or installation of incorrect parts;
l. Routine, periodic or preventative maintenance;
m. Lack of providing manufacturer’s recommended maintenance or operation/storage of the Covered Hardware in conditions outside manufacturer specifications, or use of the Covered Hardware in such a manner as would be voidable coverage under the manufacturer’s warranty, or use of the Device in a manner inconsistent with its design or manufacturer specifications;
n. Adjustment, manipulation, modification, removal or unauthorized repairs of any internal component/part of a Covered Hardware performed by anyone other than a service center/technician authorized by the Administrator or the manufacturer;
o. Any kind of manufacturer recall or rework order on the Covered Hardware, of which the manufacturer is responsible for providing, regardless of the manufacturer’s ability to pay for such repairs; or
p. Any Claim related to cosmetic damage (meaning damages or changes to the physical appearance of the Covered Hardware that does not impede or hinder the normal operational function; such as scratches, abrasions, or changes in color, texture, or finish) or structural imperfections (when such do not impair the overall functionality of the Covered Product);
q. Service or replacement outside the 50 States and the District of Columbia of the United States of America.
IMPORTANT: RESTORATION OR TRANSFER OF SOFTWARE AND/OR DATA, AND DATA RECOVERY SERVICES ARE EXPRESSLY EXCLUDED UNDER THIS SERVICE CONTRACT. WHEN AT ALL POSSIBLE, WE STRONGLY ENCOURAGE YOU TO BACK UP ALL SOFTWARE AND DATA ON A REGULAR BASIS AND ESPECIALLY PRIOR TO SUBMITTING YOUR COVERED HARDWARE FOR SERVICING PURSUANT TO THE TERMS AND CONDITIONS OF THIS CONTRACT.
6. Extended Warranty Service Process
Any request for Extended Warranty Service requires a Return Material Authorization (“RMA”) number. All RMAs must be pre-authorized by Zonar Customer Care at: E-mail: Customercare@zonarsystems.com. Phone: 1(877) THE-EVIR.
7. No Deductible
There is no deductible for this Extended Warranty.
8. Non-Transferability
This Extended Warranty is not transferable. Any attempt to transfer or assign the Extended Warranty is void and without effect.
9. Cancellation
This Extended Warranty is non-cancelable and non-refundable.
10. General Terms
(a). Zonar may subcontract or assign performance of its obligations to third parties but shall not be relieved of its obligations to You in doing so. (b). Zonar is not responsible for any failures or delays in performing under the Plan that are due to events outside Zonar’s reasonable control.
11. Service Details
DURING HARDWARE SERVICE, ZONAR OR ITS REPAIR LOCATION MAY DELETE THE CONTENTS OF THE COVERED DEVICE AND REFORMAT THE STORAGE MEDIA. Zonar will return Your Covered Device or provide a replacement as the Covered Device was originally configured, subject to applicable updates. Zonar may install OS updates as part of hardware service that will prevent the Covered Device from reverting to an earlier version of the OS. Third party applications installed on the Covered Device may not be compatible or work with the Covered Device as a result of the OS update. You will be responsible for reinstalling all other software programs, data and passwords.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZONAR AND ITS EMPLOYEES AND AGENTS WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU OR ANY SUBSEQUENT OWNER OF THE COVERED DEVICE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THE COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA OR THE FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA, ANY LOSS OF BUSINESS, PROFITS, REVENUE OR ANTICIPATED SAVINGS, RESULTING FROM ZONAR’S OBLIGATIONS UNDER THIS PLAN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMIT OF ZONAR AND ITS EMPLOYEES’ AND AGENTS’ LIABILITY TO YOU AND ANY SUBSEQUENT OWNER ARISING UNDER THE PLAN SHALL NOT EXCEED THE ORIGINAL PRICE PAID FOR THE PLAN. ZONAR SPECIFICALLY DOES NOT WARRANT THAT (i) IT WILL BE ABLE TO REPAIR OR REPLACE THE COVERED DEVICE WITHOUT RISK TO OR LOSS OF PROGRAMS OR DATA, (ii) IT WILL MAINTAIN THE CONFIDENTIALITY OF DATA, OR (iii) THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. THE BENEFITS CONFERRED BY THIS PLAN ARE IN ADDITION TO ANY RIGHTS AND REMEDIES PROVIDED UNDER CONSUMER LAWS AND REGULATIONS. TO THE EXTENT THAT LIABILITY UNDER SUCH LAWS AND REGULATIONS MAY BE LIMITED, ZONAR’S LIABILITY IS LIMITED, AT ITS SOLE OPTION, TO REPLACEMENT OR REPAIR OF THE COVERED DEVICE OR SUPPLY OF THE SERVICE. SOME STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. Governing Law
This Extended Warranty shall be governed and construed by the laws of the State of Washington.
Extended Warranty Addendum — Samsung Tab Active5
HARDWARE WARRANTY
This Product Term is incorporated by reference into and forms part of the Unified End User License Agreement. It applies only to the products and services identified in your Order.
This Extended Warranty is not a contract of insurance. The contents of this Extended Warranty Addendum – Samsung Tab Active5 (“Extended Warranty Addendum”) should be interpreted and understood within the meaning of a “service contract”, as set forth in RCW 48.110.020.
1. Definitions
Any defined terms used in this Extended Warranty Addendum that are not otherwise defined herein will have the meanings assigned to them in the Agreement.
a. “Accidental Damage” (also referred to as ADH) means a sudden, unexpected and unintentional external event that results in “physical” damage to the Covered Hardware, including spilled liquids and drops.
b. “Covered Hardware” means the new Samsung Tab Active5 tablet purchased from Zonar along with the optional Extended Warranty and document in a Zonar Sales Order (all Tab Active5 Tablets purchased from Zonar will be documented in such a Sales Order).
c. “Extended Warranty” means the Extended Warranty that You purchased, as set forth in the Zonar Quote/Zonar Sales Order and defined by this Extended Warranty Addendum.
d. “Extended Warranty Holder”, “You”, and/or “Your” means the original business entity identified in the Agreement as the purchaser or owner of the Covered Hardware covered by this Extended Warranty.
e. “Our” and “We” means Zonar Systems.
f. “Extended Warranty Period” shall have the meaning set forth in Section 2.
g. “Extended Warranty Service” means any warranty service provided by Zonar (or its agents) under this Extended Warranty Addendum.
h. “MB” refers to mechanical or electrical breakdown of Your Device screen or digitizer resulting from defects in materials or workmanship
2. Extended Warranty Period
The Extended Warranty Period and associated coverage under this Extended Warranty begins on the Start Date (the date the Tab Active5 is shipped) and ends three (3) years from the date of shipment. This Extended Warranty Period and coverage may not be renewed or extended. In the event the Zonar Services Agreement under which Zonar provides service for the Covered Hardware is terminated for any reason, this Extended Warranty shall also terminate.
3. Your Responsibilities
• PRODUCT PROTECTION: If protective items such as covers, carrying cases or pouches were provided or made available for use with your Hardware, You should make every effort to utilize these product accessories for protection against damage to your Hardware. If You suspect damage or breakdown of your Hardware, You should promptly take reasonable precautions in order to protect against further damage. ANY CLAIM DETERMINED TO BE AS A RESULT OF NEGLECT, NEGLIGENCE, MISUSE OR ABUSE (AS DEFINED) OF OR TO THE COVERED PRODUCT WILL NOT BE COVERED UNDER THIS CONTRACT.
• MAINTENANCE AND INSPECTIONS: If specified in the Hardware manufacturer’s warranty and/or owner’s manual you must perform all of the care, maintenance and inspections for the Hardware as indicated. You may be required to provide proof of fulfilment of such maintenance, care and/or inspection services at time of claim. ANY CLAIM RESULTING FROM THE LACK OF COMPLIANCE WITH THE PRODUCT MANUFACTURER’S WARRANTY AND/OR OWNER’S MANUAL WILL NOT BE COVERED UNDER THIS CONTRACT.
4. What is Covered
This Contract provides for the labor and/or parts necessary to repair your Covered Hardware when you have a covered claim. At Our sole discretion, you may be provided a replacement for your original Covered Hardware in lieu of repair. See the About Repairs, and About Replacements bullets below for full details.
• About Repairs – Parts used for repairs may be new, used, refurbished or parts that perform to the factory specifications of your original Covered Hardware.
• About Replacements – Reasonable efforts will be made in order to replace your original Covered Hardware with a same match; however, we reserve the right to replace the original Covered Hardware with one of equal or similar features and functionality, but we do not guarantee such replacement will be the same color, or model as your original Covered Hardware. Additionally, please note that sometimes-technological advances that are out of our control may result in a replacement that has a lower selling price than your original Covered Hardware, and this Agreement does not provide any reimbursement for such a cost difference. Also, know that any/all parts, components, or whole items that we provide replacement for will automatically become our property.
• Coverage:
Care+ for Business Unlimited Accidental Damage Protection Plan
PLAN COVERAGE – Coverage is provided for Your Tab Active5 as follows:
• Unlimited ADH coverage is provided for Your Tab Active5 during the Extended Warranty Period.
• MB coverage starts after the expiration of the manufacturer’s warranty, and continues thru the Extended Warranty Period.
• One-time battery replacement service for Your Tab Active5 in the event a non-disposable battery fails due to a MB defect including but not limited to, short circuit, swelling or leakage.
PLAN CLAIMS LIMIT – Our limit of liability under this Plan shall be as follows:
• ADH Claims: any single ADH claim shall not exceed the lesser of the fair market value or the MSRP of the Tab Active5 at the time of claim. There is no limit to the number of valid claims We will pay during the Term of this Plan. Upon expiration of the Term of this Plan, Our obligations will be considered fulfilled and We shall have no further responsibility to repair or replace Your Tab Active5 thereafter.
• MB Claims: an unlimited number of covered claims until the accumulated amount that We have paid equals the MSRP of the Covered Device per each 12 month period from the effective date of this contract until the end of the term. Once this limit is reached, Our obligations will be considered fulfilled for the 12 month period. If this limit is reached in the final 12 months period, Our obligations will be fulfilled and Your Plan will expire after the last repair is completed.
5.
What is Excluded from Coverage. AS RELATED AND APPLICABLE TO THE COVERED HARDWARE(S), THIS CONTRACT DOES NOT COVER ANY FAILURE, DAMAGE, REPAIRS OR SERVICES IN CONNECTION WITH OR RESULTING FROM:
a. A pre-existing condition known to you (“pre-existing condition” refers to a condition that within all reasonable probability, relates to the functional fitness of the Covered Hardware screen before this Contract was purchased);
b. Any claim for service to or replacement of the Covered Hardware that has not been prior authorized by the Administrator;
c. Servicing of the Covered Hardware in association with a non-covered claim, and shipping or delivery charges associated with the initial purchase of the Covered Hardware;
d. Fortuitous events; including, but not limited to: environmental conditions, exposure to weather conditions or perils of nature; collapse, explosion or collision of or with another object; fire, any kind of precipitation, lightning, dirt/sand, smoke, nuclear radiation, radioactive contamination, riot, war or hostile action;
e. Breakdown or damage that is covered under any other insurance, warranty, guarantee and/or service agreement providing the same benefits as outlined in this Contract;
f. Abuse (meaning, the intentional treatment of the Covered Hardware in a harmful, injurious, malicious or offensive manner which results in its damage and/or breakdown), neglect, negligence, misuse, intentional harm or malicious mischief of or to the Covered Hardware;
g. Theft or mysterious disappearance, loss (unforeseen disappearance) or vandalism of or to the Covered Hardware;
h. Rust, corrosion, warping, bending, animals, animal inhabitation or insect infestation;
i. Any upgrades, attachments, accessories or peripherals, or any breakdown or damage to these items except as expressly provided for under this Plan, as described under the definition of Covered Accessories. Any and all other accessories are expressly excluded irrespective of whether such accessories were included with the original purchasing or purchased separately;
j. Any items that are consumer replaceable and designed to be replaced over time throughout the life of the Covered Hardware; including, but not limited to batteries, except as otherwise expressly provided for under the Coverage Plan Options section; any and all degradation of battery capacity occurring after 12 months from the purchase date of this Plan;
k. Improper removal or installation of replaceable components, modules, parts or peripherals and/or installation of incorrect parts;
l. Routine, periodic or preventative maintenance;
m. Lack of providing manufacturer’s recommended maintenance or operation/storage of the Covered Hardware in conditions outside manufacturer specifications, or use of the Covered Hardware in such a manner as would be voidable coverage under the manufacturer’s warranty, or use of the Device in a manner inconsistent with its design or manufacturer specifications;
n. Adjustment, manipulation, modification, removal or unauthorized repairs of any internal component/part of a Covered Hardware performed by anyone other than a service center/technician authorized by the Administrator or the manufacturer;
o. Any kind of manufacturer recall or rework order on the Covered Hardware, of which the manufacturer is responsible for providing, regardless of the manufacturer’s ability to pay for such repairs; or
p. Any Claim related to cosmetic damage (meaning damages or changes to the physical appearance of the Covered Hardware that does not impede or hinder the normal operational function; such as scratches, abrasions, or changes in color, texture, or finish) or structural imperfections (when such do not impair the overall functionality of the Covered Product);
q. Service or replacement outside the 50 States and the District of Columbia of the United States of America.
IMPORTANT: RESTORATION OR TRANSFER OF SOFTWARE AND/OR DATA, AND DATA RECOVERY SERVICES ARE EXPRESSLY EXCLUDED UNDER THIS SERVICE CONTRACT. WHEN AT ALL POSSIBLE, WE STRONGLY ENCOURAGE YOU TO BACK UP ALL SOFTWARE AND DATA ON A REGULAR BASIS AND ESPECIALLY PRIOR TO SUBMITTING YOUR COVERED HARDWARE FOR SERVICING PURSUANT TO THE TERMS AND CONDITIONS OF THIS CONTRACT.
6. Extended Warranty Service Process
Any request for Extended Warranty Service requires a Return Material Authorization (“RMA”) number. All RMAs must be pre-authorized by Zonar Customer Care at: E-mail: Customercare@zonarsystems.com. Phone: 1(877) THE-EVIR.
7. No Deductible
There is no deductible for this Extended Warranty.
8. Non-Transferability
This Extended Warranty is not transferable. Any attempt to transfer or assign the Extended Warranty is void and without effect.
9. Cancellation
This Extended Warranty is non-cancelable and non-refundable.
10. General Terms
(a). Zonar may subcontract or assign performance of its obligations to third parties but shall not be relieved of its obligations to You in doing so. (b). Zonar is not responsible for any failures or delays in performing under the Plan that are due to events outside Zonar’s reasonable control.
11. Service Details
DURING HARDWARE SERVICE, ZONAR OR ITS REPAIR LOCATION MAY DELETE THE CONTENTS OF THE COVERED DEVICE AND REFORMAT THE STORAGE MEDIA. Zonar will return Your Covered Device or provide a replacement as the Covered Device was originally configured, subject to applicable updates. Zonar may install OS updates as part of hardware service that will prevent the Covered Device from reverting to an earlier version of the OS. Third party applications installed on the Covered Device may not be compatible or work with the Covered Device as a result of the OS update. You will be responsible for reinstalling all other software programs, data and passwords.
12.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZONAR AND ITS EMPLOYEES AND AGENTS WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU OR ANY SUBSEQUENT OWNER OF THE COVERED DEVICE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THE COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA OR THE FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA, ANY LOSS OF BUSINESS, PROFITS, REVENUE OR ANTICIPATED SAVINGS, RESULTING FROM ZONAR’S OBLIGATIONS UNDER THIS PLAN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMIT OF ZONAR AND ITS EMPLOYEES’ AND AGENTS’ LIABILITY TO YOU AND ANY SUBSEQUENT OWNER ARISING UNDER THE PLAN SHALL NOT EXCEED THE ORIGINAL PRICE PAID FOR THE PLAN. ZONAR SPECIFICALLY DOES NOT WARRANT THAT (i) IT WILL BE ABLE TO REPAIR OR REPLACE THE COVERED DEVICE WITHOUT RISK TO OR LOSS OF PROGRAMS OR DATA, (ii) IT WILL MAINTAIN THE CONFIDENTIALITY OF DATA, OR (iii) THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. THE BENEFITS CONFERRED BY THIS PLAN ARE IN ADDITION TO ANY RIGHTS AND REMEDIES PROVIDED UNDER CONSUMER LAWS AND REGULATIONS. TO THE EXTENT THAT LIABILITY UNDER SUCH LAWS AND REGULATIONS MAY BE LIMITED, ZONAR’S LIABILITY IS LIMITED, AT ITS SOLE OPTION, TO REPLACEMENT OR REPAIR OF THE COVERED DEVICE OR SUPPLY OF THE SERVICE. SOME STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. Governing Law
This Extended Warranty shall be governed and construed by the laws of the State of Washington.
Extended Warranty Addendum — MiTAC MioWork F840
HARDWARE WARRANTY
This Product Term is incorporated by reference into and forms part of the Unified End User License Agreement. It applies only to the products and services identified in your Order.
This Extended Warranty is not a contract of insurance. The contents of this Extended Warranty Addendum – MiTAC MioWork F840 (“Extended Warranty Addendum”) should be interpreted and understood within the meaning of a “service contract”, as set forth in RCW 48.110.020.
1. Definitions
Any defined terms used in this Extended Warranty Addendum that are not otherwise defined herein will have the meanings assigned to them in the Agreement.
a. “Accidental Damage” (also referred to as ADH) means a sudden, unexpected and unintentional external event that results in “physical” damage to the Covered Hardware, including spilled liquids and drops.
b. “Covered Hardware” means the new MiTAC MioWork F840 tablet purchased from Zonar along with the optional Extended Warranty and document in a Zonar Sales Order (all MiTAC MioWork F840 Tablets purchased from Zonar will be documented in such a Sales Order).
c. “Extended Warranty” means the Extended Warranty that You purchased, as set forth in the Zonar Quote/Zonar Sales Order and defined by this Extended Warranty Addendum.
d. “Extended Warranty Holder”, “You”, and/or “Your” means the original business entity identified in the Agreement as the purchaser or owner of the Covered Hardware covered by this Extended Warranty.
e. “Extended Warranty Period” shall have the meaning set forth in Section 2.
f. “Extended Warranty Service” means any warranty service provided by Zonar (or its agents) under this Extended Warranty Addendum.
g. “MB” refers to mechanical or electrical breakdown of Your Device screen or digitizer resulting from defects in materials or workmanship
2. Extended Warranty Period
The Extended Warranty Period and associated coverage under this Extended Warranty begins on the Start Date (the date the MiTAC MioWork F840 is shipped) and ends three (3) years from the date of shipment. This Extended Warranty Period and coverage may not be renewed or extended. In the event the Zonar Services Agreement under which Zonar provides service for the Covered Hardware is terminated for any reason, this Extended Warranty shall also terminate.
3. Your Responsibilities
a. PRODUCT PROTECTION: If protective items such as covers, carrying cases or pouches were provided or made available for use with your Hardware, You should make every effort to utilize these product accessories for protection against damage to your Hardware. If You suspect damage or breakdown of your Hardware, You should promptly take reasonable precautions in order to protect against further damage. ANY CLAIM DETERMINED TO BE AS A RESULT OF NEGLECT, NEGLIGENCE, MISUSE OR ABUSE (AS DEFINED) OF OR TO THE COVERED PRODUCT WILL NOT BE COVERED UNDER THIS CONTRACT.
b. MAINTENANCE AND INSPECTIONS: If specified in the Hardware manufacturer’s warranty and/or owner’s manual you must perform all of the care, maintenance and inspections for the Hardware as indicated. You may be required to provide proof of fulfilment of such maintenance, care and/or inspection services at time of claim. ANY CLAIM RESULTING FROM THE LACK OF COMPLIANCE WITH THE PRODUCT MANUFACTURER’S WARRANTY AND/OR OWNER’S MANUAL WILL NOT BE COVERED UNDER THIS CONTRACT.
4. What is Covered
This Contract provides for the labor and/or parts necessary to repair your Covered Hardware when you have a covered claim. At Our sole discretion, you may be provided a replacement for your original Covered Hardware in lieu of repair. See the About Repairs, and About Replacements bullets below for full details.
a. ABOUT REPAIRS – Parts used for repairs may be new, used, refurbished or parts that perform to the factory specifications of your original Covered Hardware.
b. ABOUT REPLACEMENTS – Reasonable efforts will be made in order to replace your original Covered Hardware with a same match; however, we reserve the right to replace the original Covered Hardware with one of equal or similar features and functionality, but we do not guarantee such replacement will be the same color, or model as your original Covered Hardware. Additionally, please note that sometimes-technological advances that are out of our control may result in a replacement that has a lower selling price than your original Covered Hardware, and this Agreement does not provide any reimbursement for such a cost difference. Also, know that any/all parts, components, or whole items that we provide replacement for will automatically become our property.
c. PLAN COVERAGE: Care+ for Business Unlimited Accidental Damage Protection Plan.
i. Coverage is provided for Your MiTAC MioWork F840 as follows
• Unlimited ADH coverage is provided for Your MiTAC MioWork F840 during the Extended Warranty Period.
• MB coverage starts after the expiration of the manufacturer’s warranty, and continues thru the Extended Warranty Period.
• One-time battery replacement service for Your MiTAC MioWork F840 in the event a non-disposable battery fails due to a MB defect including but not limited to, short circuit, swelling or leakage.
ii. LIMITS: Our limit of liability under this Plan shall be as follows:
• ADH Claims: any single ADH claim shall not exceed the lesser of the fair market value or the MSRP of the MiTAC MioWork F840 at the time of claim. There is no limit to the number of valid claims We will pay during the Term of this Plan. Upon expiration of the Term of this Plan, Our obligations will be considered fulfilled, and We shall have no further responsibility to repair or replace Your MiTAC MioWork F840 thereafter.
• MB Claims: an unlimited number of covered claims until the accumulated amount that We have paid equals the MSRP of the Covered Device per each 12 month period from the effective date of this contract until the end of the term. Once this limit is reached, Our obligations will be considered fulfilled for the 12 month period. If this limit is reached in the final 12 months period, Our obligations will be fulfilled and Your Plan will expire after the last repair is completed.
5. What is Excluded from Coverage
AS RELATED AND APPLICABLE TO THE COVERED HARDWARE(S), THIS CONTRACT DOES NOT COVER ANY FAILURE, DAMAGE, REPAIRS OR SERVICES IN CONNECTION WITH OR RESULTING FROM:
a. A pre-existing condition known to you (“pre-existing condition” refers to a condition that within all reasonable probability, relates to the functional fitness of the Covered Hardware screen before this Contract was purchased);
b. Any claim for service to or replacement of the Covered Hardware that has not been prior authorized by the Administrator;
c. Servicing of the Covered Hardware in association with a non-covered claim, and shipping or delivery charges associated with the initial purchase of the Covered Hardware;
d. Fortuitous events; including, but not limited to: environmental conditions, exposure to weather conditions or perils of nature; collapse, explosion or collision of or with another object; fire, any kind of precipitation, lightning, dirt/sand, smoke, nuclear radiation, radioactive contamination, riot, war or hostile action;
e. Breakdown or damage that is covered under any other insurance, warranty, guarantee and/or service agreement providing the same benefits as outlined in this Contract;
f. Abuse (meaning, the intentional treatment of the Covered Hardware in a harmful, injurious, malicious or offensive manner which results in its damage and/or breakdown), neglect, negligence, misuse, intentional harm or malicious mischief of or to the Covered Hardware
g. Theft or mysterious disappearance, loss (unforeseen disappearance) or vandalism of or to the Covered Hardware;
h. Rust, corrosion, warping, bending, animals, animal inhabitation or insect infestation
i. Any upgrades, attachments, accessories or peripherals, or any breakdown or damage to these items except as expressly provided for under this Plan, as described under the definition of Covered Accessories. Any and all other accessories are expressly excluded irrespective of whether such accessories were included with the original purchasing or purchased separately.
j. Any items that are consumer replaceable and designed to be replaced over time throughout the life of the Covered Hardware; including, but not limited to batteries, except as otherwise expressly provided for under the Coverage Plan Options section; any and all degradation of battery capacity occurring after 12 months from the purchase date of this Plan;
k. Improper removal or installation of replaceable components, modules, parts or peripherals and/or installation of incorrect parts;
l. Routine, periodic or preventative maintenance;
m. Lack of providing manufacturer’s recommended maintenance or operation/storage of the Covered Hardware in conditions outside manufacturer specifications, or use of the Covered Hardware in such a manner as would be voidable coverage under the manufacturer’s warranty, or use of the Device in a manner inconsistent with its design or manufacturer specifications;
n. Adjustment, manipulation, modification, removal or unauthorized repairs of any internal component/part of a Covered Hardware performed by anyone other than a service center/technician authorized by the Administrator or the manufacturer;
o. Any kind of manufacturer recall or rework order on the Covered Hardware, of which the manufacturer is responsible for providing, regardless of the manufacturer’s ability to pay for such repairs; or
p. Any Claim related to cosmetic damage (meaning damages or changes to the physical appearance of the Covered Hardware that does not impede or hinder the normal operational function; such as scratches, abrasions, or changes in color, texture, or finish) or structural imperfections (when such do not impair the overall functionality of the Covered Product);
q. Service or replacement outside the 50 States and the District of Columbia of the United States of America.
IMPORTANT: RESTORATION OR TRANSFER OF SOFTWARE AND/OR DATA, AND DATA RECOVERY SERVICES ARE EXPRESSLY EXCLUDED UNDER THIS SERVICE CONTRACT.
WHEN AT ALL POSSIBLE, WE STRONGLY ENCOURAGE YOU TO BACK UP ALL SOFTWARE AND DATA ON A REGULAR BASIS AND ESPECIALLY PRIOR TO SUBMITTING YOUR COVERED HARDWARE FOR SERVICING PURSUANT TO THE TERMS AND CONDITIONS OF THIS CONTRACT.
6. Extended Warranty Service Process
Any request for Extended Warranty Service requires a Return Material Authorization (“RMA”) number. All RMAs must be preauthorized by Zonar Customer Care at: E-mail: Customercare@zonarsystems.com. Phone: 1(877) THE-EVIR.
7. No Deductible
There is no deductible for this Extended Warranty.
8. Non-Transferability
This Extended Warranty is not transferable. Any attempt to transfer or assign the Extended Warranty is void and without effect.
9. Cancellation
This Extended Warranty is non-cancelable and non-refundable.
10. General Terms
(a). Zonar may subcontract or assign performance of its obligations to third parties but shall not be relieved of its obligations to You in doing so. (b). Zonar is not responsible for any failures or delays in performing under the Plan that are due to events outside Zonar’s reasonable control.
11. Service Details
DURING HARDWARE SERVICE, ZONAR OR ITS REPAIR LOCATION MAY DELETE THE CONTENTS OF THE COVERED DEVICE AND REFORMAT THE STORAGE MEDIA. Zonar will return Your Covered Device or provide a replacement as the Covered Device was originally configured, subject to applicable updates. Zonar may install OS updates as part of hardware service that will prevent the Covered Device from reverting to an earlier version of the OS. Third party applications installed on the Covered Device may not be compatible or work with the Covered Device as a result of the OS update. You will be responsible for reinstalling all other software programs, data and passwords.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZONAR AND ITS EMPLOYEES AND AGENTS WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU OR ANY SUBSEQUENT OWNER OF THE COVERED DEVICE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THE COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA OR THE FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA, ANY LOSS OF BUSINESS, PROFITS, REVENUE OR ANTICIPATED SAVINGS, RESULTING FROM ZONAR’S OBLIGATIONS UNDER THIS PLAN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMIT OF ZONAR AND ITS EMPLOYEES’ AND AGENTS’ LIABILITY TO YOU AND ANY SUBSEQUENT OWNER ARISING UNDER THE PLAN SHALL NOT EXCEED THE ORIGINAL PRICE PAID FOR THE PLAN. ZONAR SPECIFICALLY DOES NOT WARRANT THAT (i) IT WILL BE ABLE TO REPAIR OR REPLACE THE COVERED DEVICE WITHOUT RISK TO OR LOSS OF PROGRAMS OR DATA, (ii) IT WILL MAINTAIN THE CONFIDENTIALITY OF DATA, OR (iii) THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. THE BENEFITS CONFERRED BY THIS PLAN ARE IN ADDITION TO ANY RIGHTS AND REMEDIES PROVIDED UNDER CONSUMER LAWS AND REGULATIONS. TO THE EXTENT THAT LIABILITY UNDER SUCH LAWS AND REGULATIONS MAY BE LIMITED, ZONAR’S LIABILITY IS LIMITED, AT ITS SOLE OPTION, TO REPLACEMENT OR REPAIR OF THE COVERED DEVICE OR SUPPLY OF THE SERVICE. SOME STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. Governing Law
This Extended Warranty shall be governed and construed by the laws of the State of Washington.
ALK Navigation Addendum (Trimble Maps / CoPilot)
MANAGED APPLICATION ADDENDUM
This Product Term is incorporated by reference into and forms part of the Unified End User License Agreement. It applies only to the products and services identified in your Order.
THIS TERMS OF SERVICE ADDENDUM CONTAINS ADDITIONAL NOTICES, DISCLAIMERS AND/OR TERMS AND CONDITIONS APPLICABLE TO YOUR USE OF TRIMBLE MAPS (AKA COPILOT AKA ALK justify text
NAVIGATON OR ALK NAV). THESE TERMS ARE CONTROLLED BY TRIMBLE AND ZONAR CANNOT NEGOTIATE THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MAY NOT USE THE COPILOT SOFTWARE.
The most current version of these terms can be found at: https://copilotgps.com/en-gb/copilot-eula/
In order to use the enclosed Trimble MAPS, Inc. ('Trimble MAPS') CoPilot Software (the “Software”), you must first agree to the End User Licence Agreement ('EULA') below. You may not use the Software if you do not accept the EULA. You can accept the EULA by: i) clicking to accept or agree to the EULA, where this option is made available to you by Trimble MAPS in the Software; or ii) installing or actually using the Software, all referred as accepting on the Effective Date. In so doing, you understand and agree that Trimble MAPS will treat your use of the Software as acceptance of the EULA from that point onwards. You may not use the Software and may not accept the EULA if: i) You are not of legal age to form a binding contract with Trimble MAPS, or ii) You are a person barred from receiving the Software under the laws of the United States or other countries including the country in which you reside or from which you access the Software.
By agreeing to the EULA, you acknowledge that i) Trimble MAPS is not responsible for any Third Party content; ii) the Software may collect and use data for which Trimble MAPS respects privacy rules; iii) for some features of the Software, you will need to have wireless internet and data connection enabled on your mobile device (using wireless internet may result in data charges from your mobile service provider for which Trimble MAPS is not responsible); iv) Trimble MAPS uses different Third Party map data suppliers; which specific terms of use are indicated below; (to check which Map Data EULA applies to your Product, please refer to the “About Screen” of your Software); v) your use of this real time route guidance application is at your sole risk; and vi) location data may not be accurate.
When possible Trimble MAPS has provided for your information a translation of the EULA. You agree that the translations are provided for your convenience only and that the English Language shall prevail and always be binding in case of conflict. Trimble MAPS' terms and conditions on Trimble MAPS’ website and any of Trimble MAPS' associated pages are hereby incorporated by reference to the EULA and therefore form a binding agreement. We regularly update the EULA and the website and encourage you to visit those pages.
END-USER LICENCE AGREEMENT FOR COPILOT® SOFTWARE
Please read the following agreement ("Licence") carefully.
Acceptance: Installation or use of the enclosed Software on your device constitutes your acceptance of these terms. If you do not agree to these terms of use, you must immediately delete the Software from your device and destroy any copies you made of the Software and of any written materials relating to the Software, and promptly return the Software and, if bought as part of a package, any associated devices to your retailer for a refund.
Licence: Trimble MAPS grants you, as an individual, a non-exclusive, non-transferable right and licence to install and use one copy of the Software on a single device at a time. Your licence to use the Software is subject to you complying with the terms of this Licence. A licence is required for each installation of the Software. You may make one copy of the Software for backup purposes only.
Transfer: You are allowed to move your Software from one device to another only if a) the Software is installed on only one device at a time and b) the second device is running the same operating system as the original one. To Transfer your Software from one device to another, follow the deactivation method described on the Help Page at https://activate.trimblemaps.com. If for repair purposes or Read Only Memory (‘ROM’) changes, you are not able to follow the deactivation method, you will most likely encounter the Anti Piracy Protection implemented by Trimble MAPS at your next Activation.
Anti-Piracy Protection: the Software may include product activation and other technology to prevent unauthorized use and copying. When provided with a Product Key Code, Google order number, or any other similar mechanism, you will need to activate your Software with the associated method in order to use it. If you try to activate an excessive number of times, the anti Piracy Protection may cause your Software to lock and prevent you from further activating your Software. Refer to our Help Page at https://activate.trimblemaps.com for more information about our Product Activation and Anti Piracy Protection.
Copyright: United States copyright law and international treaty provisions protect the Software and the data transmitted by the Software. You agree that no title to the intellectual property in the Software or the data is transferred to you. You further acknowledge that title and ownership rights will remain the exclusive property of Trimble MAPS or its licensors, and you will not acquire any rights to the Software or the data except as expressly set out in this licence. You agree that any copies of the Software will contain the same proprietary notices that appear on and in the Software. The Copyright to the Software is held by Trimble, Inc. Full contact details are available at https://maps.trimble.com
Prohibited Use: Unless you have Trimble MAPS’ prior written permission, you may not (i) use, copy, modify, alter, or transfer the Software or accompanying documentation, except as expressly permitted in this Licence; (ii) translate, disassemble, decompile, or reverse engineer the Software (iii) sublicense or lease the Software or its documentation; or (iv) use the Software in a multi-user or networked environment or on a rental basis or in a time-sharing or computer service business.
Limited Warranty: Trimble MAPS warrants that the Software will perform substantially in accordance with the applicable documentation for a period of 30 days from the date of purchase. Any implied warranties relating to the Software are limited to such 30 day period provided that limitation is permitted by applicable law.
End-User Remedies: If the Software does not conform to the “Limited Warranty” above, Trimble MAPS’ entire liability and your sole and exclusive remedy will be, at Trimble MAPS’ option, either to (i) correct the error, or (ii) help you work around the error, or (iii) accept a return and issue a refund through your retailer. The Limited Warranty is void if failure of the Software has resulted from your fault, abuse, or misapplication. If we correct an error in the Software for you, then the unexpired portion of the Limited Warranty period as at the date you informed us of the error will apply to the corrected software once you have received the corrected version.
NO OTHER WARRANTIES: EXCEPT AS SET OUT IN THE LIMITED WARRANTY, Trimble MAPS DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. Trimble MAPS DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE OR THE DATA, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Some jurisdictions do not allow the exclusion of implied warranties or limits on how long an implied warranty may last, or an exclusion of incidental damages. This means the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights and you may also have other rights depending on your country.
No Liability for indirect loss: In no event will Trimble MAPS be liable to you for any loss of profit, wasted time, lost business or for any incidental, or indirect loss of any kind arising out of the performance or use of the Software or the data, even if Trimble MAPS has been advised of the possibility of such damages.
Indemnity. You hereby agree to indemnify, hold harmless, protect and defend Trimble MAPS and its officers, directors and employees from and against any claims, suits, or actions resulting from or arising out of Your activities or performance or the breach of Your duties under the Agreement as well as for any claim arising from or relating to (a) Your data, any (b) breach of the material terms of this Agreement, (c) Your actual or alleged use or modification of the Software in violation of applicable laws, rules, regulations, codes or ordinances, in breach of this Agreement, or in any manner not authorized by this Agreement, or (d) any accident involving one or more of Your vehicles in which the Software is used.
Privacy: Trimble MAPS reserves the right (which it may from time to time exercise), to collect location based information on a basis that preserves your anonymity. We may use this information for support purposes, to develop new features and overall to improve the quality of Trimble MAPS’ products and services. You may opt-out or switch-off of this functionality within the software. Although we aim to restrict the data flow to the minimum, you may incur data charges by using this feature or the Software. Please check with your data subscription charges with your mobile service provider. Roaming may also increase the data charges. Trimble MAPS is not responsible for any subscription or data charges you may occur.
We take your privacy very seriously and will not share your details or personal information with any outside agency without your permission. For information about Trimble MAPS’ data protection practices, please read Trimble MAPS' privacy policy at https://maps.trimble.com/privacy/. This policy explains how Trimble MAPS treats your personal information and protects your privacy, when you use the Software. You agree to the use of your data in accordance with Trimble MAPS’ privacy policies. We also recommend visiting our main Privacy website at https://www.trimble.com/privacy/
Warning & Disclaimer: Trimble MAPS cannot guarantee the accuracy of the information contained in the Software and shall not be subject to liability for any errors or omissions. Information in the Software and its accompanying materials is subject to change without notice and does not represent a commitment or endorsement on the part of Trimble MAPS. The Software suggested routings and data are based on third party map data. This data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results. Except for the Limited Warranty provided above, the Software is provided without a warranty of any kind. You assume full responsibility for any delay, expense, loss or damage that may occur as a result of the use of the Software. Trimble MAPS shall not be held responsible for any consequences resulting from route calculation, even though You consider the route/itinerary not to be the most direct, nor the shortest or the least expensive.
The Software and the data are only a help for navigation. Using this product while driving can be distracting and dangerous. Please exercise caution and common sense in its use and operation. You must respect locally applicable traffic rules and regulations and use the Software with common sense. The reality observed on the road, and the traffic rules and regulations, always take precedence over the information provided by the Software or the data. You must always control your vehicle, and your speed. You must be able to react properly and execute every appropriate maneuver. You must adopt at all times a prudent and respectful behavior with respect to other vehicles and pedestrians. Trimble MAPS shall not be held responsible for any information provided by the Software including, any map data, traffic data or any route calculation. Your use of this real time route guidance application is at your sole risk. Traffic and Location Data may not be accurate or timely. Trimble MAPS shall have no liability in case of a breach of these obligations.
Internet-Based Services Components: Certain features of the Software require connection to the Internet directly or through a wireless connection in order to function. Such features may result in the transfer of certain data over such connection, which may or may not be encrypted. You are solely responsible for obtaining any necessary Internet, data or wireless subscription plans with the applicable service providers and you must comply with applicable third party terms of agreement when using the Software. You further acknowledge that Trimble MAPS is not responsible for the availability of the Internet or wireless connections or the security or integrity of data transmitted over such connections.
Optional content displayed in the Licensed Products for additional purchase: Traffic data, including historical traffic data, Fuel data, and any other are licensed as a subscription service which must be renewed annually for continued use.
Termination: Without prejudice to its other rights, Trimble MAPS may terminate this Licence if you fail to comply with these terms and conditions. In that situation, you must destroy all copies of the Software.
Limitations on Export: You hereby expressly agree not to export or re-export the Software, in whole or in part, in violation of any export laws or regulations of the United States.
U.S. Government Restricted Rights: The Software is provided with restricted and limited rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in the appropriate subparagraphs of the Commercial Computer - Restricted Rights clause at 48 C.F.R. 52.227-19 or in the appropriate subparagraphs of the Rights in Technical Data and Computer Software clause at 252.227-7013 of the Defence Federal Acquisition Regulations.
Choice of Law: For Products sold in North America: This Licence is governed by the laws of the State of New Jersey, USA. For all other Products: This Licence is governed by the laws of England.
Date: This EULA was last updated in February 10 2023.
FOR ANDROID
Copyright 2023. Trimble, Inc
Licensed under the Apache License, Version 2.0 (the “License”); you may not use this file except in compliance with the License. You may obtain a copy of the License at https://www.apache.org/licenses/LICENSE-2.0
Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.
Android is a trademark of Google Inc. Use of this trademark is subject to Google Permissions
FOR SOFTWARE DOWNLOADED FROM APPLE APP STORE
All the Terms of the above EULA apply. In addition specific terms for the iOS Products apply below.
Acknowledgment: This License is concluded between Trimble MAPS and You only, not Apple, and Trimble MAPS is solely responsible for the Licensed Application and the content hereof. The EULA may not provide for usage rules for the Software that are in conflict with the App Store Terms of Service as of the Effective Date, which shall be the date (which you acknowledge you have had the opportunity to review).
Scope of Licence: The license granted to You for the Software is limited to a non-transferable licence to use the Software on any Apple-branded Product that You own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service except that such Licensed Application may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing. Please refer to the App Store Terms of Service for more information.
Maintenance and Support: Trimble MAPS is solely responsible for providing maintenance and support services with respect of the Software as required under applicable law. You and Trimble MAPS, both acknowledge that Apple has no obligation to furnish any maintenance and supports services with respect to the Software
Warranty: Trimble MAPS is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in the above. The above warranties apply. In the event of any failure of the Software to conform to the above applicable warranty, You may notify Apple and Apple will refund You the purchase price for the Software, to the maximum extent permitted by applicable law. Trimble MAPS will not refund the Software. Apple will have no other warranty obligation whatsoever with respect to the Software and any other claims, liabilities, damages, costs or expenses attributable to any failure to conform to the warranty shall be Trimble MAPS’ sole responsibility.
Product Claims: You acknowledge that Trimble MAPS, not Apple, is responsible for addressing any of Your or any Third Party claims relating to the Software possession or use, including but not limited to i) product liability claim, ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement, and iii) claims arising under consumer protection, privacy or similar legislation including in connection with Your Licensed Application’s use of the HealthKit and HomeKit frameworks.
Legal compliance: You represent and warrant that i) You are not located in a country subject to a U.S Government embargo, or that has been designated by the U.S Government as a “terrorist supporting” country and ii) You are not listed on any U.S Government list of prohibited or restricted parties.
Intellectual Property Rights: You acknowledge that in the event of any claim that the Software or your possession and use of the Software infringes any third party intellectual property rights Trimble MAPS and not Apple shall be solely responsible for the investigation, defense, settlement and discharge of such Intellectual Property Infringement claim.
Third Party Terms of Agreement: You must comply with applicable third party terms of agreement when using Trimble MAPS Software.
Third Party Beneficiary: Trimble MAPS and You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the E.U.L.A. upon Your acceptance of the terms and conditions of this E.U.L.A. Apple will have the right to enforce the E.U.L.A. against You as a third party beneficiary thereof.
END USER LICENSE AGREEMENT FOR TRIMBLE MAPS DATA
This license applies to Trimble MAPS Data included in your Software, if any, as well as to Trimble MAPS data you obtain separately that is formatted for use with your Software.
The data (“Data”) is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and Trimble, Inc. (" Trimble") and its licensors (including their licensors and suppliers) on the other hand.
© 2023 Trimble, Inc. All rights reserved.
Personal Use Only. You " means you as an End-user or as a “Company” on behalf of its End-Users which are subject to either a Non Disclosure Agreement as Employees or a License Agreement that contains the same restrictions as herein as a Value Added Reseller. Also as used in this EULA, “personal use” can also be understood in more general terms as for a Company’s use. You agree to use this Data together with COPILOT for the solely personal, noncommercial purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for your personal use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.
Restrictions. Except where you have been specifically licensed to do so by Trimble MAPS, and without limiting the preceding paragraph, you may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.
Warning. The Data may contain inaccurate, untimely or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results. The Data is based on official highway maps, the Code of Federal Regulations, and information provided by state governments and other licensors. It is provided without a warranty of any kind. The user assumes full responsibility for any delay, expense, loss or damage that may occur as a result of use of the Data.
No Warranty. This Data is provided to you “as is,” and you agree to use it at your own risk. Trimble MAPS and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.
Disclaimer of Warranty: Trimble MAPS AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.
Disclaimer of Liability: Trimble MAPS AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF Trimble MAPS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.
Export Control. You agree not to export from anywhere any part of the Data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.
Entire Agreement. These terms and conditions constitute the entire agreement between Trimble MAPS (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.
Governing Law. The above terms and conditions shall be governed by the laws of the State of New Jersey. The courts of the State of New Jersey shall have exclusive jurisdiction to settle any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder. You agree to submit to such jurisdiction.
FOR CANADA TERRITORY DATA
The following provisions apply to data for Canada provided by Canada Post Corporation as the owner of the copyright, and Statistics Canada as the owner of all intellectual property rights, in the same data (collectively “Canada Post Data”).
Neither Canada Post Data or Statistics Canada, shall be liable: (i) in respect of any claim, demand or action, irrespective of the nature or causes of the claim whatsoever, alleging any loss, injury or damages, direct or indirect, which may result from End User’s use or possession of Canada Post Data; or (ii) in any way for loss of revenues or contracts, or any other consequential loss of any kind resulting from any defect in such Canada Post Data.
End User agrees to indemnify and save harmless Canada Post and Statistics Canada and its officers, employees, agents from all claims alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of End User’s possession or use of Canada Data.
END USER LICENSE AGREEMENT FOR HERE DATA
The Software or Product ( “Software” or “Product”) may include geocoding functionality and other elements provided by HERE Global B.V. and its affiliates and suppliers (collectively, “HERE”) data included in your Software, if any, as well as to HERE data you obtain separately that is formatted for use with your Software. In the below terms, you are referred to as “You”, “Your” or “Customer”. Accordingly, when applicable, your use of such elements of the Product (“HERE Elements”) is also governed by:
The following HERE policies: Service Terms for End Users; Supplier Terms for Location Content; Acceptable Use Policy; B2B Service Terms; Privacy Policy
The following additional terms:
Customer will not: (a) use any HERE Elements except with for Customer’s own internal business or personal use; (b) use any HERE Elements within the Product with geographic data from competitors of HERE; (c) reverse-engineer or archive the HERE ELements; and (d) export the HERE Elements(or derivative thereof) except in compliance with applicable export laws, rules and regulations.
Customer will: (a) stop using the HERE Elements if Customer fails to comply with the terms and conditions of these End User terms; (b) be bound by: https://legal.here.com/terms/general-content-supplier/terms-and-notices/ (or as notified by HERE to Customer).
If Customer is a United States Government End Users (and others who wish to claim similar rights), the HERE Elements are a “commercial item”, as that term is defined at 48 C.F.R. 2.101, and is licensed in accordance with the End User terms under which the HERE Elements are provided.
HERE affirmatively disclaims any warranties, express implied or otherwise, of quality, performance, merchantability, fitness for a particular purpose and non-infringement.
HERE affirmatively disclaims liability for any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action arising out of the use or possession of the HERE Elements; or for any loss of profit, revenue, contracts or savings, or any other direct, indirect, incidental, special or consequential damages arising out of the use of, or inability to use the Here Elements, any defect or inaccuracy in the HERE Elements, or the breach of these terms or conditions, whether in an action in contract or tort or based on a warranty, even if Customer, HERE or their affiliates or suppliers have been advised of the possibility of such damages.
Trimble MAPS does not make or imply any warranties on behalf of HERE, its affiliates or their data suppliers or provide any right of liability or indemnity against HERE its affiliates or their data suppliers.
The following Disclaimer applies for information on Electric Vehicles provided by the Department of Energy for the United States and Canada.
Disclaimer
The National Renewable Energy Laboratory (NREL) is operated for the U.S. Department of Energy by the Alliance for Sustainable Energy, LLC (“Alliance”). As such the following rules apply:
Copyright Status
NREL-authored documents are sponsored by the U.S. Department of Energy under Contract DE-AC36-08GO28308. Accordingly, with respect to such documents, the U.S. Government and others acting on its behalf retain a paid-up nonexclusive, irrevocable world-wide license to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, by or on behalf of the Government. Use of documents available from or referenced by this server may be subject to U.S. and foreign Copyright Laws.
Disclaimer of Endorsement
Reference herein to any specific commercial products, process, or service by trade name, trademark, manufacturer, or otherwise, does not necessarily constitute or imply its endorsement, recommendation, or favoring by the United States Government or Alliance. The views and opinions of authors expressed in the available or referenced documents do not necessarily state or reflect those of the United States Government or Alliance.
Disclaimer of Liability
WITH RESPECT TO INFORMATION FROM THIS SERVER, NEITHER THE UNITED STATES GOVERNMENT NOR ALLIANCE, NOR ANY OF THEIR EMPLOYEES, MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ASSUMES ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY SUCH INFORMATION, OR OF ANY APPARATUS, PRODUCT, OR PROCESS DISCLOSED, OR REPRESENTS THAT ITS USE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS.
Data and Software
Access to or use of any data or software made available on this server (“Data”) shall impose the following obligations on the user, and use of the Data constitutes user’s agreement to these terms. The user is granted the right, without any fee or cost, to use or copy the Data, provided that this entire notice appears in all copies of the Data. Further, the user agrees to credit the U.S. Department of Energy (DOE)/NREL/ALLIANCE in any publication that results from the use of the Data. The names DOE/NREL/ALLIANCE, however, may not be used in any advertising or publicity to endorse or promote any products or commercial entities unless specific written permission is obtained from DOE/NREL/ ALLIANCE. The user also understands that DOE/NREL/ALLIANCE are not obligated to provide the user with any support, consulting, training or assistance of any kind with regard to the use of the Data or to provide the user with any updates, revisions or new versions thereof. DOE, NREL, and ALLIANCE do not guarantee or endorse any results generated by use of the Data, and user is entirely responsible for the results and any reliance on the results or the Data in general.
USER AGREES TO INDEMNIFY DOE/NREL/ALLIANCE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, RELATED TO USER’S USE OF THE DATA. THE DATA ARE PROVIDED BY DOE/NREL/ALLIANCE “AS IS,” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL DOE/NREL/ALLIANCE BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO CLAIMS ASSOCIATED WITH THE LOSS OF DATA OR PROFITS, THAT MAY RESULT FROM AN ACTION IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS CLAIM THAT ARISES OUT OF OR IN CONNECTION WITH THE ACCESS, USE OR PERFORMANCE OF THE DATA.
For more information, please visit: https://www.nrel.gov/disclaimer.html
WEBSOCKET
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE FOR WEBSOCKET ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
BOOST SOFTWARE LICENSE - VERSION 1.0 - AUGUST 17TH, 2003
Permission is hereby granted, free of charge, to any person or organization obtaining a copy of the software and accompanying documentation covered by this license (the “Software”) to use, reproduce, display, distribute, execute, and transmit the Software, and to prepare derivative works of the Software, and to permit third-parties to whom the Software is furnished to do so, all subject to the following:
The copyright notices in the Software and this entire statement, including the above license grant, this restriction and the following disclaimer, must be included in all copies of the Software, in whole or in part, and all derivative works of the Software, unless such copies or derivative works are solely in the form of machine-executable object code generated by a source language processor.
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR ANYONE DISTRIBUTING THE SOFTWARE BE LIABLE FOR ANY DAMAGES OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
MyView™ Authorized End User Access Agreement (EUAA)
MANAGED APPLICATION ADDENDUM
This Product Term is incorporated by reference into and forms part of the Unified End User License Agreement. It applies only to the products and services identified in your Order.
THIS EUAA GOVERNS YOUR USE OF ZONAR MyView™. ZONAR MyView IS A PRIVATE-LABEL APPLICATION OWNED, PROVIDED AND MAINTAINED BY ByteCurve. ByteCurve HOSTS MyView-RELATED DATA. PLEASE READ THIS EUAA CAREFULLY.PLEASE DO NOT ATTEMPT TO USE ANY MOBILE DEVICE WHILE DRIVING.
1. Definitions
Any capitalized term not defined herein shall have the definition ascribed your Zonar service agreement (“Service Agreement”).
a. “Aggregated Statistics” means data and information related to Customer’s use of the MyView Services that is used by Grantor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the MyView Services.
b. “Authorized User” means Customer’s employees, consultants, contractors, and agents, as well as parents of students and any other persons (i) who are authorized by Customer to access and use the MyView Services under the rights granted to Customer pursuant to this EUAA and (ii) for whom access to the MyView Services has been purchased hereunder.
c. “ByteCurve” or “Grantor” means ByteCurve Holdings, LLC, a Delaware limited liability company, owner of all intellectual property rights in the MyView Services, and any other party that provides the MyView Services to Zonar.
d. “Documentation” means any of the user manuals, handbooks, and user guides relating to the MyView Services provided by Zonar to Customer either electronically or in hard copy form and/or end user documentation relating to the MyView Services made available to Customer.
e. “MyView IP” means the MyView Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the provision of the MyView Services. For the avoidance of doubt, MyView IP includes Aggregated Statistics and any information, data, or other content derived from the ByteCurve’s monitoring of Customer’s access to or use of the MyView Services but does not include User Data.
f. “MyView Services” means the MyView™ application, a school bus tracking mobile application for parents and school district dispatcher portal, as further described in the Documentation and as may be updated from time-to-time, and the associated services.
g. “User Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the MyView Services.
2. 2
Access and Use.
a. 3rd Party Access Fees: MyView Services require a data feed from routing providers. Any fee charged by a 3rd Party routing vendor is not included in the fee charged by Zonar for MyView Services. Such fees are the responsibility of the Customer to pay to the routing vendor imposing such fees.
b. Provision of Access. Subject to and conditioned on Customer’s payment of the Fees and compliance with all the terms and conditions of the Service Agreement and this EUAA, Zonar hereby grants Customer a non-exclusive, non-transferable right to access and use the MyView Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Zonar shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the MyView Services.
c. Documentation License. Subject to the terms and conditions contained in this EUAA, Zonar hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Service Term solely for Customer’s internal business purposes in connection with its use of the MyView Services.
d. Use Restrictions. Customer shall not use the MyView Services for any purposes beyond the scope of the access granted in this EUAA. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the MyView Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the MyView Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the MyView Services, in whole or in part; (iv) remove any proprietary notices from the MyView Services or Documentation; or (v) use the MyView Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of Zonar, ByteCurve or any other third party, or that violates any applicable law.
e. Reservation of Rights. Zonar and/or ByteCurve reserve all rights not expressly granted to Customer in this EUAA. Except for the limited rights and licenses expressly granted under this EUAA, nothing in this EUAA grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the MyView IP.
f. Suspension. Notwithstanding anything to the contrary in this EUAA, Zonar or ByteCurve may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the MyView Services if: (i) Zonar or ByteCurve reasonably determines that (A) there is a threat or attack on any of the MyView IP; (B) Customer’s or any Authorized End User’s use of the MyView IP disrupts or poses a security risk to the MyView IP or to any other customer or vendor of Zonar or ByteCurve; (C) Customer, or any Authorized End User, is using the MyView IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Zonar’s provision of the MyView Services to Customer or any Authorized End User is prohibited by contract or applicable law; or (ii) any vendor of Zonar or ByteCurve has suspended or terminated Zonar’s or Byte Curve’s access to or use of any third-party services or products required to enable Customer to access the MyView Services (any such suspension described in sub clause (i) or (ii), a “Service Suspension”). Zonar shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the MyView Services following any Service Suspension. Zonar shall use commercially reasonable efforts to resume providing access to the MyView Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Neither Zonar nor ByteCurve will have liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
g. Aggregated Statistics. Notwithstanding anything to the contrary in this EUAA, ByteCurve may monitor Customer’s use of the MyView Services and collect and compile Aggregated Statistics. As between ByteCurve and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by ByteCurve. Customer acknowledges that Aggregated Statistics may be compiled based on User Data input into the MyView Services. Customer agrees that ByteCurve may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
3. 3
Customer Responsibilities.
a. Authorized Use. Customer is responsible and liable for all uses of the MyView Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this EUAA. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this EUAA if taken by Customer will be deemed a breach of this EUAA by Customer. Customer shall make all Authorized Users aware of this EUAA’s provisions as applicable to such Authorized User’s use of the MyView Services and shall cause Authorized Users to comply with such provisions.
b. Consent. Customer is solely and individually responsible for obtaining all consents and authorizations that may be legally required, necessary, or appropriate with respect to the MyView Services. Customer shall indemnify, defend, and hold harmless Zonar and ByteCurve for any breach of this Section.
4. 4
Intellectual Property Ownership; Feedback.
a. MyView IP. Customer acknowledges that ByteCurve owns all right, title, and interest, including all intellectual property rights, in and to the MyView IP.
b. User Data. Zonar and ByteCurve acknowledge that, as between Zonar and ByteCurve and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the User Data. Customer hereby grants to Zonar and ByteCurve a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for Zonar and ByteCurve to provide the MyView Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Aggregated Statistics.
c. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Zonar by mail, email, telephone, or otherwise, suggesting or recommending changes to the MyView IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), Zonar and ByteCurve are free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Zonar and ByteCurve on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Zonar and ByteCurve are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Zonar and ByteCurve are not required to use any Feedback.
5. 5
Limited Warranty and Warranty Disclaimer.
a. Zonar warrants that the MyView Services will conform in all material respects to the Documentation. Zonar does not make any representations or warranties regarding the accuracy, availability, and/or uptime of the MyView Services.
b. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5(a), THE MYVIEW IP IS PROVIDED “AS IS” AND ZONAR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ZONAR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5(a), ZONAR MAKES NO WARRANTY OF ANY KIND THAT THE MYVIEW IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
6. Customer Indemnification
Customer shall indemnify, hold harmless, and, at Zonar’s option, defend Zonar from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (”Losses”) resulting from any third party claim, suit, action, or proceeding (“Third-Party Claim”) that the User Data, or any use of the User Data in accordance with this EUAA, infringes or misappropriates such third party’s US intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) failure to obtain any required consents or authorizations; (ii) negligence or willful misconduct; (iii) use of the MyView Services in a manner not authorized by this EUAA; (iv) use of the MyView Services in combination with data, software, hardware, equipment or technology not provided by Zonar or authorized by Zonar in writing; or (v) modifications to the MyView Services not made by Zonar, provided that Customer may not settle any Third-Party Claim against Zonar unless Zonar consents to such settlement, and further provided that Zonar will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
7.
Limitations of Liability. IN NO EVENT WILL ZONAR OR GRANTOR BE LIABLE UNDER OR IN CONNECTION WITH THIS EUAA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ZONAR OR GRANTOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ZONAR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EUAA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ZONAR UNDER THIS EUAA IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. 8
Term and Termination.
a. Term. The Term of this EUAA is set forth in the Service Agreement.
b. Effect of Expiration or Termination. Upon expiration or earlier termination of this EUAA, Customer shall immediately discontinue use of the MyView IP and, without limiting Customer’s obligations under Sections 2 and 3 hereunder, and with respect to Zonar’s Confidential Information, Customer shall delete, destroy, or return all copies of the MyView IP and certify in writing to the Zonar that the MyView IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
c. Survival. The terms and conditions of this EUAA that should, by their nature, survive termination or expiration of this EUAA, shall survive any termination or expiration of this EUAA.
9. 9
Miscellaneous.
a. Entire Agreement. This EUAA, together with any other exhibits, attachments, and/or documents incorporated herein by reference, as well as the Terms and Conditions, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this EUAA and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this EUAA, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this EUAA, excluding its Exhibits; (ii) second, the Terms and Conditions; (iii) third, the Exhibits to this EUAA as of the Effective Date; and (iv) fourth, any other documents incorporated herein by reference.
b. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this EUAA, for any failure or delay in performing its obligations under this EUAA (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
c. Amendment and Modification; Waiver. Zonar reserves the right to amend, modify, or supplement this EUAA at its discretion. Zonar will use commercially reasonable efforts to provide advance notice of any modification to this EUAA; however, any such modification is effective upon notice to Customer. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this EUAA, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this EUAA will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
d. Severability. If any provision of this EUAA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this EUAA or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this EUAA so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
e. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Zonar. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This EUAA is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
f. Export Regulation. The MyView Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the MyView Services or the underlying software or technology to or make the MyView Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the MyView Services or the underlying software or technology available outside the US.
g. Equitable Relief. Customer acknowledges that a breach or threatened breach of any of its obligations under Section Sections 2 and 3 would cause Zonar and ByteCurve irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Zonar will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
h. Third Party Beneficiaries. Customer acknowledges that ByteCurve is an intended third party beneficiary to this EUAA; provided, however, that Customer acknowledges that ByteCurve shall not be a third party obligor or otherwise liable pursuant to this EUAA or otherwise to Customer in respect of its access and use of the MyView Services. With the exception of ByteCurve, no provisions of this EUAA are intended nor will be interpreted to provide or create any third party beneficiary rights or any other rights of any kind in any other party.
Zonar Coach™ Terms of Service Addendum (Dual-Facing Camera)
MANAGED APPLICATION ADDENDUM — DUAL-FACING CAMERA
This Product Term is incorporated by reference into and forms part of the Unified End User License Agreement. It applies only to the products and services identified in your Order.
THIS TERMS OF SERVICE ADDENDUM CONTAINS ADDITIONAL NOTICES, DISCLAIMERS AND/OR TERMS AND CONDITIONS APPLICABLE TO CUSTOMER’S USE OF ZONAR COACH™. ZONAR COACH IS A PRIVATE LABEL APPLICATION OFFERED AND MAINTAINED BY A THIRD PARTY (“LICENSOR”). LICENSOR HOSTS ALL ZONAR COACH RELATED DATA. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. IF CUSTOMER DO NOT AGREE TO THESE TERMS OF SERVICE, CUSTOMER MAY NOT USE THE ZONAR COACH SERVICE.
By subscribing to or using the Zonar Coach service, Customer acknowledges and agrees that the following Terms of Service shall apply, as they may be updated from time to time. Zonar reserves the right to periodically update these Terms of Service. Capitalized terms will take their respective meanings as set forth in the Hardware and Services Schedule (“Agreement”), unless defined elsewhere in these Terms of Service. For purposes of these Terms of Service, “Biometric Data” means any information, regardless of how it is captured, converted, stored, or shared, based on an individual’s retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry.
DO NOT ATTEMPT TO USE ANY MOBILE DEVICE WHILE DRIVING.
Customer Obligation to Provide Notice and Obtain Consent
Zonar Coach and the Zonar Coach app use an in-vehicle camera that may capture and process Biometric Data, as well as video and audio of the End User and other individuals that may be in the vehicle. Customer is solely responsible for its compliance with applicable laws and regulations, which may include providing any required notice and obtaining any necessary and appropriate consents and authorizations related to the use of Zonar Coach. Without limiting the foregoing, Customer is solely and exclusively responsible for providing appropriate notice to and procuring and retaining appropriate written consents or releases from its End Users regarding the collection and use of Biometric Data.
In addition to any obligation set forth in the Agreement, Customer shall indemnify, defend, and hold harmless Zonar and its Licensor for any breach of the obligations set forth in this section. Zonar may immediately terminate the provision of Zonar Coach if it reasonably believes that Customer or any of its End Users have failed to comply with these Terms of Service or any applicable laws.
Disclaimers
Zonar Coach and the Zonar Coach app are being provided by Zonar under a license agreement with Licensor. Licensor is providing Zonar Coach and the Zonar Coach app based upon the conditions expressed herein. The Zonar Coach app is intended to aid and augment the driver's (“End User's”) own skill and attention when driving on the road. The Zonar Coach app's primary function is to alert the End Users to certain driving events and behaviors, including but not limited to possible forward collision, lane departure and drift, posted speed limit violations, stop sign violations, hard braking, excessive acceleration, and excessive cornering. The Zonar Coach app does not replace the End User's obligation to be attentive to the surrounding environmental and traffic conditions or to drive in a legal and responsible manner without any distraction of any sort. End Users should not rely on the Zonar Coach app's warnings as a substitute for their own judgment and attention.
Certain features may not work (or have their performance significantly degraded) in situations such as: (a) where visibility is challenging due to prevailing light and weather conditions; (b) lanes not being clearly marked or visible; (c) when the vehicle is following a vehicle other than cars/buses/trucks; (d) when the camera's field of view is occluded by anything (e.g., dust on windscreen); (e) degradation of Wi-Fi connection between camera and mobile device due to external interference; (f) changes in camera orientation post-installation; g) glare from vehicles going in the opposite direction at night; h) direct glare from the sun that can underexpose the camera; and i) excessive vibration of the vehicle.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, UNDER NO CIRCUMSTANCES WILL ZONAR OR THE LICENSOR BE RESPONSIBLE FOR ANY KIND OF DAMAGES OR LIABILITIES THAT ARISE OUT OF OR RELATED TO AN END USER'S UTILIZATION OF ZONAR COACH OR THE ZONAR COACH APP.
Data Policy
The Licensor collects, processes, and stores data from vehicles on which Zonar Hardware is installed. This data includes End User Data, General Environment Data, and Processed Data. Customer grants to the Licensor a limited right to access, copy, store, transmit, and use End User Data for the purpose of providing Zonar Coach services. Customer grants to the Licensor a worldwide, exclusive, fully paid, transferable license to use, disclose, repurpose, transmit, and manipulate the General Environment Data and Processed Data generated by or related to Customer's use of Zonar Coach; provided, however, that any Processed Data has been aggregated and anonymized to the extent that it is not identifiable to a specific customer, vehicle, or individual.
For purposes of this Agreement, “End User Data” is defined as data sourced from Customer vehicles or drivers or that otherwise concerns Customer, a vehicle, or a driver, whether or not such data is stored and/or transmitted to or through any Hardware or software resident in a Customer Vehicle; provided, however, that such data is not General Environment Data. “General Environment Data” as used in these Terms of Service shall mean data that is associated with the existence of things in the environment and captured, recorded, or perceived by any Hardware containing the Licensor's intellectual property (including, but not limited to, speed limit signs, road conditions), but expressly excludes any data or information concerning driver or vehicle behavior, action or reaction, or any data that may identify a specific driver, vehicle, fleet, End User, or Customer. “Processed Data” shall include any reports, analytics, videos, scorecards, and other data generated by the Licensor's intellectual property in the provision of Zonar Coach under this Agreement.
Zonar Emissions Check Standalone Service Addendum
SERVICE ADDENDUM
This Product Term is incorporated by reference into and forms part of the Unified End User License Agreement. It applies only to the products and services identified in your Order.
1. Required Hardware
A Zonar V4TM TCU is required to enable the Zonar Emissions Check Service. Such hardware may be leased or purchased.
2. Zonar SKU GPS 102-SB
This offering is a three-year service package for the Zonar Emissions Check Standalone Service. The package includes a leased/bundled Zonar V4TM TCU. The terms of the Leased Hardware Addendum apply to the leased/bundled Zonar V4TM TCU provided to Customer as part of this package. The leased/bundled Zonar V4TM TCU must be returned to Zonar at Customer expense upon termination for any reason.
3. Zonar Emissions Check Standalone Service
The Zonar Emissions Check Standalone Service is currently accessed using the Zonar GTC web-based portal. GTC currently includes additional functionalities that are not part of the Zonar Emissions Check Standalone Service. Zonar reserves the right to modify the Zonar Emissions Check Standalone Service such that access to other Zonar Services are not enabled. The Zonar Emissions Check Standalone Service includes the following functionalities, which will always be available to users of the Zonar Emissions Check Standalone Service.
• Remote emissions scans for Clean Truck Check (CTC) regulation.
• Integrated service with existing Zonar V4™ telematics control unit.
• Scan data sent directly to California Air Resources Board (CARB) when required.
• Report showing compliance status of all registered assets with Emissions Check.
• Pass/fail scan result reporting.
DTNA Renewals Addendum
FLEET SERVICE ADDENDUM
This Product Term is incorporated by reference into and forms part of the Unified End User License Agreement. It applies only to the products and services identified in your Order.
1. SERVICES AND FEES
The Term associated with the vehicles described in Annex A shall be year(s) (the “Service Term”) commencing (1) upon contract execution by the Customer for vehicles whose VT Service has expired or otherwise ceased or (2) immediately following contract expiration of any previous Service Term for vehicles whose previous Service Term extends beyond contract execution of this Agreement. Please refer to Annex A for a list of vehicles and their applicable contract expiration dates, if any. For renewals of Virtual Technician (“VT”) and/or Visibility Service (“VIS”) Services, the Service Terms for different vehicles may be different, depending on the expiration date of the previous service term for that specific vehicle. VT Service and Visibility Service packages can be purchased/renewed based on 1, 2, and 3 year Service Terms. The length of the Service Term defined in this DTNA RENEWALS ADDENDUM will apply to all of Customer’s vehicles for which Zonar is providing Service. For each vehicle, the start of the Service Term will coincide with the expiration of any previous Service Term. This Addendum will remain in force until the end of the last expiring Service Term for any Customer vehicle. Zonar will use commercially reasonable efforts to activate units promptly, but from time to time activations might be delayed, particularly if Zonar is given incomplete or inaccurate information.
2. ACTIVATION REQUIRED FOR DTNA VT SERVICE
If Customer subscribes to VT Service for a vehicle that did not have VT hardware installed at the factory, Customer will need to activate the VT service and register for Detroit Diesel Alerts by emailing the following address for step-by-step directions: DetroitConnect@daimler.com
3. SERVICE TRANSFER
In the event Customer replaces a vehicle during the Service Term, Customer may transfer any remainder of the Service Term to the new vehicle. Activation fees may apply.
4. EARLY TERMINATION FEES
In the event Customer wishes to cancel any Service(s) during the Service Term, the following Early Termination Fees (“ETFs”) may apply:
• For VT: Two (2) months of Service fees + $50.00
• For VIS: Two (2) months of Service fees + $150.00
• For Zonar Tablet: Two (2) months of Service fees + $250.00
Thomas Built Bus Dealer Addendum
DEALER ADDENDUM
This Product Term is incorporated by reference into and forms part of the Unified End User License Agreement. It applies only to the products and services identified in your Order.
1. PREPAID TERM
When a Customer hereafter purchases a bus with a Zonar’s GPS unit preinstalled, the Thomas Built Bus (TBB) Dealer will bundle year(s) of Zonar Service Fees into the bus purchase (the Prepaid Term). After the Prepaid Term, the Customer will be responsible for paying the Zonar Service Fees in order to continue Service.
2. THOMAS BUILT BUS ACCESS TO CUSTOMER DATA
Customer acknowledges that under this Addendum, the TBB Dealer will have access to the vehicle data collected by the Zonar Hardware and hosted by Zonar (i.e., the TBB Dealer will have access to Customer’s Zonar Ground Traffic Control (GTC account)). This Addendum authorizes Zonar to disclose selected portions of Customer’s Confidential Information (data collected using Zonar Hardware installed on Customer vehicles) to the TBB Dealer for the purpose of enabling the TBB Dealer to provide TBB Dealer products or services (including data analysis) to the Customer. After the Prepaid Term, in the event that Customer no longer wants to share access to its vehicle data with the TBB Dealer, Customer must notify Zonar in writing to revoke the TBB Dealer’s access to Customer’s GTC Account. Customers can revoke such access by contacting Zonar Customer Care at: E-mail: Customercare@zonarsystems.com.
Pupil Addendum
This Product Term is incorporated by reference into and forms part of the Unified End User License Agreement. It applies only to the products and services identified in your Order.
1. NAPT GRANT RECIPIENTS
If Customer receives Hardware from Zonar for no separate rate Hardware fee (i.e., the cost of the Hardware is covered by the award of a National Association for Pupil Transportation (“NAPT”) grant or by the Service fee), then in the event of any early termination, Customer will be required to return all Zonar-furnished Hardware.
2. SPECIFIC TERMS APPLICABLE TO RFID, STUDENT BUS RIDERSHIP, AND STUDENT TRANSPORTATION SERVICES
Customer will solely manage the disbursement of RFID cards to their students, and Customer is solely responsible for obtaining all consents and authorizations legally necessary or appropriate for the provision of Services. Other than student name and RFID card number, Customer will not upload any personally identifiable information related to its students, such as social security numbers, home addresses, parent names, or telephone numbers, into Zonar’s end user interface. Such information is not required for the deployment or operation of Z PASS, Z PASS+, Verify™ or such other Services that require the use of RFID, and such information should reside in only the Customer’s student information system.
3. SCHOOL DISTRICT ACKNOWLEDGMENT & PERMISSION FOR STUDENT BUS RIDERSHIP TRACKING
a. If Customer is a public school district in the United States (“District”) and has subscribed to Z PASS, Z PASS+, Verify™, MyView™, or other student ridership services, then District acknowledges and agrees to the following: (a) District is subject to the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99), a federal law that protects the privacy of student education records (“FERPA”); (b) District collects, uses, maintains, and discloses student education records, including school bus usage and location data (“FERPA Data”) in accordance with FERPA.
b. District has outsourced certain services/functions with regard to FERPA Data that would otherwise be performed by District personnel to Zonar, including collecting FERPA Data regarding school bus usage data, school bus location data, and student ridership data, and disclosing that FERPA Data to a student’s parent or guardian upon request (collectively, the “Bus Ridership Services”), and (d) Zonar’s Privacy Policy is consistent with the District’s own policies for protection of FERPA Data.
c. Zonar acknowledges and agrees to the following: (a) Zonar is acting as a contractor to the District in performing the function, either directly, under the terms of a contract between the District and Zonar, or indirectly, through another District contractor such as a school bus contractor; (b) Zonar’s maintenance, use, and disclosure of FERPA Data which it collects or has access to is performed in accordance with Zonar’s Privacy Policy. (c) Zonar uses reasonable methods to ensure that only individuals with a legitimate educational interest (as to a particular student, such individuals include that student, that student’s parent/guardian, and the District (collectively, “Permitted Recipients”) have access to that student’s FERPA Data in Zonar’s possession or control.
d. Zonar uses reasonable methods to ensure that no third parties, with the limited exception of third parties expressly authorized by a student’s parent/guardian (each an “Authorized Third-Party Recipient”), have access to that student’s FERPA Data in Zonar’s possession or control. District hereby grants Zonar express permission, in accordance with the above, to collect, access, use, and disclose to Permitted Recipients and Authorized Third-Party Recipients, the FERPA Data described above.
24. ENTIRE AGREEMENT
These Terms and Conditions, including all addenda, attachments, exhibits, and documents incorporated by reference herein constitute the entire agreement between the parties regarding the Company Offerings. All Orders during the term of this Agreement shall be subject to these terms and conditions of this Agreement, and any terms or conditions appearing on the face or reverse side of any Customer purchase order, acknowledgment, or confirmation that are different from or in addition to those required hereunder shall not be binding on the parties, even if signed and returned, unless both parties agree in a separate writing to be bound by such different or additional terms and conditions.
25. DEFINITIONS
- 25.1 “Aggregated Information” means data and information related to Customer’s use of the Company Offerings that is used by Company in an aggregated and anonymized manner.
- 25.2 “Agreement” means the Order, any confirmatory sales order issued under the Order, these Terms and Conditions, any Statement(s) of Work, and all applicable Product terms, the terms and conditions, end user license agreements, and click-through terms applicable to Company Software and subscription Services made available by Company, and all addenda and exhibits attached to these Terms and Conditions, all of which together form a single agreement.
- 25.3 “Beta Services” means all services designates as per – release, preview, non-generally released, and /or beta services made available by Company under Agreement. Beta Services may include entirely new or additional Services, as well as new or additional functionality incorporated into existing Services.
- 25.4 “CCPA” means the California Consumer Privacy Act of 2018.
- 25.5 “Custom Services” means any non-standard services that Company provides to Customer under this Agreement, including custom report building and/or delivery services, integration services, bulk data export services, enhanced customer support, custom training, managed warranty services, custom professional and consulting services, and/or any other add-on services as further set forth in the applicable SOW or Order.
- 25.6 “Data” means any and all files, information, data or other content generated by Customer that is collected, transmitted, or stored in Company’s systems and made available to Customer through Company’s web portal, Company API, or such other standard Customer interfaces as Company may provide in connection with its delivery of the Services. Data may include one or more of EVIR Inspection Data, GPS Data, Z PASS Data (student bus ridership data), and/or Company Logs Data (hours of service/driver log data). Data does not include information that Company collects for relationship management purposes, such as contact, billing, customer relationship management, service delivery, performance measuring, or compliance monitoring or Aggregated Information. Not all Customers purchase all available Services and thus not all Customers receive all of the above noted types of Data. Services provided to specific Customers are defined in a Quote and confirmed in a Sales Order.
- 25.7 “EVIR Inspection Data” means inspection Data related to or derived from Customer’s use of Company’s verified inspection service (“EVIR”).
- 25.8 “GPS Data” means global positioning system coordinates and/or other location Data related to or derived from Customer’s use of the Company Offerings.
- 25.9 “Hardware” means IDP Hardware, Purchased Hardware, or other equipment and physical products provided to Customer under the Agreement.
- 25.10 “Initial Term” is defined in Section 13.
- 25.11 “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
- 25.12 “IDP Hardware” means any equipment provided to Customer by Company, a Company authorized reseller, or a Company authorized agent to which Company retains title and ownership rights, and provided to the Customer for use under the Agreement.
- 25.13 “Order” means the Schedule to which these Terms and Conditions are attached, the initial Order, and any Supplemental Order. Orders may be described in Quotes or sales orders that are incorporated into or otherwise made subject to this Agreement.
- 25.14 “Personal Information” means any information relating, directly or indirectly, to an identified or identifiable natural person or household.
- 25.15 “Promotional Hardware” means any equipment provided by Company to Customer under the Agreement where title transfers to Customer at the time of shipment, but where Customer is obligation to return or pay for such equipment in the event the Agreement is terminated for any reason prior to the Initial Term. No return or payment is required if the equipment is used for the entre Initial Term.
- 25.16 “Purchased Hardware/PDP” means any equipment sold by Company to Customer under the Agreement.
- 25.17 “Quote” means any Company sales quote that describes the Company Offerings to be provided to Customer under this Agreement.
- 25.18 “Services” means the services that Company and its authorized resellers and/or authorized agents provide to Customer under the Agreement, including Custom Services, installation services, automated data collection from enrolled vehicles (such data includes one or more of the following: Data, time card data, inspection data, location data, diagnostic data, idle data, and/or driver behavior data); automated data transmission to a secured hosted data center; monthly storage of collected data; Company API; customer support for Hardware and data transmission issues; data aggregation and anonymization services; services identified on a SOW; and such other services as Company may make available from time-to-time. Not all Customers purchase all available Services. Services provided to specific Customers are defined in a Quote and confirmed in a Sales Order.
- 25.19 “Service Provider” has the meaning defined in the CCPA.
- 25.20 “Software” means any Company sourced computer software and associated documentation made available to Customer under the Agreement, including any software and/or firmware loaded on, included with or otherwise provided for use with Hardware.
- 25.21 “Statement of Work” or “SOW” means any written statement of work signed by both parties for the provision of Services by Company.
- 25.22 “Supplemental Order” means an Order entered into between Company and Customer after the initial Order with additional or different terms.
- 25.23 “Third Party Offerings” means any third party applications, software, or services used in connection with, or offered as part of, the Services.
- 25.24 “Company API” means any application programming interface(s) made available by Company.
- 25.25 “Company Offerings” means the Software, Services, and Hardware that Company, a Company authorized reseller, or a Company authorized agent makes available to Customer for lease, purchase, license or use under the Agreement.
- 25.26 “Then current published rates" Where the rates are published, and that Company reserves the right to modify at its discretion. Once defined, capitalize this term in Sections 6, 13.1, and 14.1 of the EULA and Sections 5 and 10 of the IDP Hardware Addendum.
- 25.27 “Administrative Fee” means a contractual fee assessed by Company in connection with account management, billing operations, regulatory compliance, and customer support systems to support the Company Offerings.
- 25.28 “Monthly Recurring Revenue” means the recurring monthly Fees payable by Customer under the applicable Order, excluding taxes, shipping, handling, one-time charges, installation fees, non-recurring hardware charges, credits, discounts, and pass-through charges. If recurring Fees are billed annually, quarterly, or in another billing frequency, Monthly Recurring Revenue will be calculated by dividing the recurring Fees by the number of months in the applicable billing period.
© Zonar Systems, Inc. — incorporated by reference into your Sales Order.