AGREEMENT AND SERVICES
This Agreement includes these Additional Terms and Conditions and all of the provisions on the frontside of this Agreement. The "Service(s)" are those products and services listed on the front side of this Agreement as Products/Services Ordered or in any individual contract which is incorporated in this Agreement or which incorporates this Agreement by reference. If an individual customer contract is also signed in connection with the Services, the terms and conditions of that contract will also apply to this Agreement.
PROVISION OF SERVICE
The Services shall be provided in accordance with this Agreement, applicable state and federal laws and regulations, as amended from time to time which are incorporated in this Agreement. Customer agrees additionally to comply with any Acceptable Use Policies, Safety Policies, and other Rules promulgated and modified by Autonet Mobile any time for any of the Services without notice.
TERM AND COMMENCEMENT OF SERVICE
The initial Term of this Agreement for each Service is set forth when the service is purchased. A Service shall commence on the date on which Autonet Mobile´s network and associated facilities are shipped to the Customer and ready to provide the service, including all facilities, elements and services necessary to provide the Service ("Service Date"). Provision of all Services is subject to the availability of facilities elements and underlying services. The agreement will extend upon the same terms arid conditions set forth herein except as specifically stated herein, or additional one year periods (each a "Renewal Term") unless either party gives notice as defined herein "Cancellation of Service" of its intent to the other party no less than thirty (30) days prior to the end of the Term of this agreement (the "Initial Term" and the "Renewal Term" are collectively referred to as the "Term"). Each Term shall automatically renew for the same period unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term.
For each Service, Customer shall pay the monthly service charge, and other applicable charges and surcharges, upon delivery of an invoice by Autonet Mobile. On the Service Date for each service, Customer will incur a prorated monthly service charge for the portion of the first month of the service during which the Service is provided to Customer plus applicable installation charges. If Autonet Mobile does not receive any payment from Customer within thirty days of the invoice date, Autonet Mobile may charge Customer a Late charge of the maximum amount allowed by applicable law, Customer will be responsible for payment of any federal, state, or local use, excise, sales or gross receipts tax, or franchise fees or similar charges, or any regulatory surcharge applicable to the Services provided to Customer.
CANCELLATION OF SERVICE
(A) Customer may cancel a Service, without liability except for payment of charges incurred prior to the cancellation date, by written notice, if a Service is not available on the ninetieth day following the Requested Service Date by that Service. (B) If Customer cancels a Service for reasons other than those permitted by Section 5(A) hereof or if Autonet Mobile terminates the Service or the Agreement for any reason, including non-Payment of charges by customer, then Customer shall immediately pay to Autonet Mobile all charges for Services provided up to the date of termination. (C) Autonet Mobile has the right to cancel this Agreement for any Service at any time if Autonet Mobile is prohibited from providing a Service by a government agency or court, or is prevented from providing the Service due to the unavailability of facilities or equipment necessary to provide the Service.
Service or portion thereof, arising in whole or in part from any cause which is beyond Autonet Mobile's sole and reasonable control including, without limitation, acts of God, earthquakes, labor disputes, shortages of supplies or facilities, equipment failure, cable cuts, electromagnetic interference or discharge, rioting, war, fires, explosions, epidemics, delays of common and private carriers, vandalism, and partial or total loss of electrical power or heating or cooling. Autonet Mobile will recommence performance as soon as reasonably possible after the causes are removed or cease. If the period of non-performance continues for less than sixty days, then the Services affected will be continued, with credit allowances as provided in this Agreement. If the period of non-performance continues for more than sixty days, Customer may terminate the affected Services without further liability.
LIMITATION OF ASSIGNMENT, SERVICE, REPRESENTATlONS
(A) This Agreement may not be assigned without the express consent of Autonet Mobile in its sole discretion. Customer shall be responsible for any costs or expenses incurred if Autonet Mobile agrees to such assignment. (B) Whenever transmission capacity provided by Autonet Mobile under this Agreement is connected to facilities provided by another entity, the regulations, terms and charges of such other entity shall apply to the services or facilities between those Locations. (C) This Agreement and the Services provided hereunder by Autonet Mobile do not constitute a partnership or joint Venture of any kind, and Customer shall not represent that a partnership or joint Venture of any kind exists between Customer and Autonet Mobile. (D) Customer is not authorized to sell or resell or broker any of Autonet Mobile's Services to other parties. (C) Customer is not Autonet Mobile's agent and has no authority to bind Autonet Mobile to any obligation or undertaking, nor to make any representations on Autonet Mobile's behalf. (F) Customer shall indemnify and hold Autonet Mobile harmless for any injury or loss to Autonet Mobile arising, in whole or in part, from Customer's breach of this Paragraph.
In cases where Autonet Mobile or an Autonet Mobile representative installs the Service in vehicle, Customer hereby authorizes Autonet Mobile to have reasonable access to Customer's vehicle for purposes of installing and maintaining equipment. Customer further authorizes Autonet Mobile to make minor required alternatives to the vehicle (i.e. drilling holes, running conduit or cables, etc) for mounting, securing and operating equipment necessary, appropriate or incidental to deployment of the Service. Material alterations shall be subject to Customer's prior written approval. Customer shall indemnify Autonet Mobile and hold Autonet Mobile harmless from any injury or loss to Autonet Mobile arising, in whole or in part, from Customers lack of authority to authorize access or alteration to the vehicle. Autonet Mobile shall indemnify customer and hold customer harmless from any injury or Loss arising to the extent it results directly or indirectly from Autonet Mobile installing and/or maintaining equipment in the customer's vehicle.
(A) Customer acknowledges that Services are being delivered on frequencies which may be subject to unplanned service delays, interruptions of interference which are beyond control of Autonet Mobile. (B) Customer assumes all risks associated with copyright, trademark trade secret or patent restrictions, confidentiality limitations, or other tangible or intangible intellectual property rights associated with all electronic content which is downloaded using the Service, (D) Customer shall not paint, deface, tamper or relocate the equipment.
The unit design and/or any intellectual property embodied in the Product are confidential and proprietary information of Autonet Mobile or a third party. You will not disassemble decompile or reverse engineer the unit or otherwise attempt to discover Autonet Mobile's or any third party's intellectual property as embodied in the unit.
Autonet Mobile's Data Connection is intended for in-vehicle usage and usage while on the go, and the Autonet Mobile In-Car Router must remain mounted to the vehicle. Autonet Mobile's Data Connection is not intended for usage at stationary locations such as home or work. We expect that our customers will have alternative sources of connectivity at such locations. As such, significant usage at stationary locations is prohibited and is a violation of our Acceptable Usage Policy. We reserve the right to limit throughput or amount of data transferred, and to deny or terminate service without notice to anyone we believe is using an Autonet Mobile Data Plan or Feature in any manner prohibited above or whose usage adversely impacts our network or service levels. We reserve the right to protect our network from harm, which may impact legitimate data flows. Anyone using more than 1 GB (or 5GB depending on service plan) per In-Car Router in a given month is presumed to be using the service in a manner prohibited above, and we reserve the right to immediately terminate the service of any such person without notice. We also reserve the right to terminate service upon expiration of Service Agreement term.
All Customer Data submitted by Customer to Autonet Mobile, whether posted by Customer or by Users, will remain the sole property of Customer or such Users to the full extent provided by law. To provide location-based services on Autonet Mobile products, Autonet Mobile and our partners and licensees may collect, use, and share precise location data, including the real-time geographic location of your In-Car Router or device. Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Customer Data. Autonet Mobile will not use the Customer Data for any purpose other than to provide the Service to Customer and for statistical reporting purposes. Autonet Mobile may aggregate anonymous statistical data regarding use and functioning of its system by its various Users. Such aggregated statistical data will be the sole property of Autonet Mobile. Autonet Mobile will use commercially reasonable security measures to protect Customer Data against unauthorized disclosure or use. Autonet Mobile's security (Privacy) policies in effect from time to time can be accessed on Autonet's web site. Subject to the terms and conditions of this Agreement, Customer grants to Autonet Mobile a non-exclusive license to use, copy, store, transmit and display Customer Data to the extent reasonably necessary to provide and maintain the Service.
(A) the representative executing this Agreement on behalf of Customer has the full power and authority to enter into this Agreement and to bind the Customer to all of the terms and conditions of this Agreement. (B) To the extent permitted by law, Customer authorizes Autonet Mobile to obtain credit reports regarding Customer at any time to assure Autonet Mobile of Customer's ability to pay for the Services. Autonet Mobile may refuse to provide service if Customers credit report is unacceptable. (C) if Autonet Mobile provides Customer with equipment at Customer's premises in order to provide Service under this Agreement, such equipment shall remain the property of Autonet Mobile and shall be returned to Autonet Mobile immediately upon the termination of the Service for which the equipment was provided. Customer shall be liable for all Loss, theft or damage of such equipment, except for normal wear and tear. (D) This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, promises covenants, representations or warranties, whether oral or written, by either party to this Agreement, No modification, amendment, supplement to or waiver of this Agreement shall be binding upon the parties unless made in writing and signed by both parties. (E) Any dispute arising out of or relating to this Agreement, or the breach thereof, with the exception or any dispute relating to Customer's failure to pay all mounts invoiced by Autonet Mobile shall be settled through binding and final arbitration by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration hearing shall be held in the city or town where Autonet Mobile's business office nearest to Customers principal place of business is located. In any dispute or action to enforce the Agreement between the parties, the prevailing party shall be entitled to an award of its costs and attorney's fees. (F) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (G) Notices under this Agreement shall be in writing and delivered by registered or certified mail with return receipt requested, postage prepaid, to the persons whose names and business addresses appear herein. The effective date of any notice under this Agreement shall be the date of delivery or refusal of such delivery, and not the date of mailing. (H) The Services provided by Autonet Mobile under this Agreement are severable and upon expiration or termination of any Service, the remaining Services shall continue under the terms of this Agreement. (I) No delay or emission by either party to exercise any right hereunder shall impair such right or power or be considered a waiver thereof. A waiver by either party of any performance by the other party or breach of this Agreement shall not be construed as the waiver of a subsequent breath or of any other provision of this agreement. (J) If any part or provision or this Agreement is found by a court, arbitrator, or governmental agency of competent jurisdiction to be invalid or unenforceable, the parties shall amend the Agreement to replace the provision with a valid provision. All other provisions of this Agreement are severable and shall remain in effect (K) This Agreement, is made under and shall be construed and enforced in accordance with the laws of the State of California, except for those matters within the exclusive Jurisdiction of the Federal Communications Commission or matters subject to applicable state regulatory requirements; and arbitration, which shall be governed by the Federal Arbitration Act. (L) Except for disputes between the parties and required regulatory reporting by Autonet Mobile the terms and conditions of this Agreement are confidential and shall not be disclosed to any Person who is not a Part), to this Agreement if a court or other government agency of competent jurisdiction orders the public disclosure of confidential information (the 'order'), the party subject to the Order shall notify the other party of the order in such time and manner as to permit the other party a reasonable opportunity to challenge the Order or obtain other relief.
NO WARRANTIES. LIMITED LIABILITY
Autonet Mobile makes no express or implied warranties of any kind in connection with this agreement or the services provided including, without limitation warranties of merchantability and fitness for a particular purpose. Autonet Mobiles liability for damages of any kind or character whatsoever arising out of or in connection with this agreement shall in no event exceed the total amount of charges actually paid by customer during the preceding six (6) months. In no event shall Autonet Mobile have any liability for any indirect, special, consequential and punitive damages of any kind, whether or not foreseeable, including without limitation, loss of present or prospective revenues or profits. Customer specifically authorizes Autonet Mobile to release customer records or information in substantial compliance with any court order, subpena, or law authorizing such disclosure and releases Autonet Mobile from any liability arising there from. If any provision of this agreement is found to be illegal or unenforceable, all other provisions remain in full force and effect.