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.
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.
(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.
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 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 its 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 Mobile's 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.