Vendor TERMS AND CONDITIONS

Definitions: In addition to other terms and conditions which are defined elsewhere in this agreement (this “Agreement”), the following terms have the following meanings:

Customer” means the person or business purchasing the Services directly or through a Financing Source.

Camera” or “Cameras” means any and all dashboard cameras or other cameras and/or devices purchased by Customer from or after the date of this Agreement which can access the Services, together with any and all hardware or mountains associated with the Cameras.

Commencement Date” means the date upon which Customer and Company have executed or otherwise accepted this Agreement, which acceptance can be by electronic or digital means.

Company” means Verifleet, LLC, a Texas limited liability company, which is registered to do business under the trade name of Safe Drive Dashcam, its successors and assigns.

ELD” means Electronic Logging Device, as defined by the U.S Department of Transportation requirements.

Financing Source” means any third-party person or business entity, other than the Company, which provides financing for the Customer’s purchase of any of the Services or for any equipment or accessories thereto, inclusive of all financing fees, state sales and/or use taxes, assessments, activation fees, shipping charges and other costs, fees or charges for the Services.

GPS” means global positioning system.

GPS Services Provider” means any third-party person or business entity which provides internet or satellite connections and/or mapping features and/or other features for Customer in connection with Customer’s use of any or all of the Cameras. Customer understands that Company is not a direct GPS Services Provider.

Services” means access of Cameras to mapping functions through internet or satellite connections, which involves the collection of data by the GPS Services Provider regarding Customer’s global positioning points, origination and destination points, routes, and other associated information. Services also include customer support from Company.

Term” means the number of months or years for which Customer agrees to pay for the Services and for which Company agrees to provide the Services.

TERMS AND CONDITIONS OF THIS AGREEMENT

1.01 Services Subscription. Customer subscribes to pay for and receive the Services for the Term, unless properly terminated sooner in accordance with this Agreement. The Services will be provided in accordance with Company’s published specifications and the published specifications of the applicable GPS Service Provider. In conjunction with the Services, Customer has a non-exclusive, non-transferable license to use any software or applications integrated into or stored with the data included in the Services (the “Data”).

1.02 Scope. These terms and conditions govern your use of the Services. From time to time, you may choose to contract/subscribe for additional services. Future services will be governed by the terms and conditions of this Agreement, together with any supplemental terms provided at the time of subscription.

1.03 Data Retention. The ELD Services Provider will retain, and make available to the customer, the mandatory U.S Department of Transportation HOS data, under this Agreement for a period of six months. Data storage by the GPS Services Provider is provided as a courtesy only and neither GPS Services Provider nor Company has any liability to Customer if such Data storage becomes lost, corrupted or is no longer accessible to Customer for any reason. Customer is solely responsible for establishing an internal data retention policy for its Data.

1.04 Term. The Term is specified in this Agreement. Unless Customer notifies Company at least 30 days prior to the expiration of the Term that Customer desires to terminate the Agreement, the Term will be automatically extended for an equal period of time as the original term of this Agreement and the same terms and conditions set forth in this Agreement shall continue to apply.

1.05 Monthly Fee. The Services shall be provided to Customer for a monthly fee over the Term (“Monthly Fee”). The Monthly Fee covers the Services only and does not include fees or costs due to any party other than Company. It is agreed that Customer is solely responsible for all sales, use, or comparable taxes or assessments (but not for any State, federal or local income taxes of Company) associated with the Camera or the Services claimed due by any State, local or federal taxing authority.

1.06 Payment. Except with respect to Services that have been prepaid through a Financing Source, Company will automatically invoice Customer for recurring subscriptions for Services on the 1st of each month for the month in advance and charge the payment method on file with Company. To complete an auto draft Credit Card form please contact Customer Support at 844-468-2332. For information about paying with Credit Card or ACH please contact Customer Support at 844-468-2332. Billing for the Monthly Fee begins the month the Camera is shipped. This is irrespective of the actual installation date of the applicable Camera. Company provides a two-week window from the time the Camera is shipped to provide ample time for installation of the Camera so a discount for Services is applied to your invoice for Services. Shipping and handling charges will be invoiced separately to Customer.

If Customer places an order for Services through a Financing Source, Customer understands that Customer must directly pay to such Financing Source all obligations incurred by Customer to such Financing Source. If Customer places an order for Services through a Financing Source, then after the earlier of (i) the date of installation of the Camera or (ii) 30 days from the date the Camera is shipped to Customer, it is understood by Customer that Company will not provide any refund to Customer (either directly to Customer or to the Financing Source) for payments or obligations of Customer to any Financing Source.

If Customer is more than 30 days late on payment of the full amount of any Monthly Fee, then Company reserves the right to restrict Customer’s access to Services.

1.07 Data Security Obligations. Data will be provided to Customer utilizing a secure website that is Chrome compatible (or compatible with a system generally used as a replacement for Chrome if Chrome is no longer available) with a unique login and password provided by Customer. Customer will control which of its independent contractors, employees and representatives can access Data. Customer must notify Company in writing immediately of any unauthorized access to Data and request a change in password as needed. In no event is Company or GPS Services Provider responsible for unauthorized access to any Data for any period prior to Company’s actual receipt in writing of Customer’s request for a password change.

1.08 Customer Credits and Limitation of Liability. If Data is not available to Customer in accordance with published specifications, Customer may receive as a credit a pro rata portion of the Monthly Fee based upon each Camera affected for each day such Services were materially impaired. This remedy provided to Customer is the exclusive remedy of Customer. IN NO EVENT WILL COMPANY OR ANY GPS SERVICES PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR INDIRECT, NONCOMPENSATORY, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA OR BUSINESS OPPORTUNITY OR OTHER INCIDENTAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE CAMERAS, EQUIPMENT OR SERVICES PROVIDED UNDER THIS AGREEMENT.

1.09 Customer Interference. Company and GPS Services Provider each has the right to block Customer’s access to the Cameras, Data or the Services in the event Customer use interferes with the provision of services to other customers of Company, provided Company first uses reasonable efforts to provide advance notice of the nature of the interference and provides Customer an opportunity to cure within 10 days of such notice from Company.

1.10 Proprietary Information. Company and GPS Services Provider, and their respective successors and assigns, expressly reserve and retain all right, title and interest in and to its proprietary information and materials, including intellectual property rights not expressly granted to Customer in this Agreement.

1.11 Termination. A material breach of this Agreement will allow the non-breaching party to terminate this Agreement for cause upon notice to the other party after the expiration of the applicable cure period, if any. The following constitute material breaches of this Agreement: (i) Customer’s failure to pay any amounts due Company under this Agreement when due, provided that Company will provide Customer with written notice of such failure to timely make payment and grant Customer 10 days to provide a full cure of all delinquent payment obligations; (ii) Customer’s use of the Services in violation of any of the terms or conditions of this Agreement; (iii) Customer becomes insolvent, dissolves or is dissolved (if Customer is not an individual), assigns its assets for the benefit of creditors, or voluntarily or involuntarily enters into a bankruptcy or reorganization proceeding, or (iv) any material breach of any of the terms or conditions under this Agreement by either party other than those listed in (i), (ii) or (iii) above, provided that the non-breaching party will provide the breaching party with written notice of such breach or breaches and grant the breaching party 30 days to provide a full cure of all such breaches.

1.12 Early Termination Remedies. IN THE EVENT OF EARLY TERMINATION OF THIS AGREEMENT, WHETHER DURING THE INITIAL TERM OR A SUCCESSIVE TERM, FOR ANY REASON OTHER THAN AN UNCURED BREACH BY COMPANY, CUSTOMER WILL PROMPTLY PAY COMPANY, AS COMPENSATION FOR THE LOSS OF THE BARGAIN MADE IN THIS AGREEMENT, AND NOT AS A PENALTY, AN AMOUNT EQUAL TO THE AGGREGATE OF THE SERVICES OTHERWISE DUE FOR THE TERM OF THIS AGREEMENT (IN ADDITION TO OTHER AMOUNTS DUE UNDER THIS AGREEMENT), AND COMPANY MAY EXERCISE ANY OTHER RIGHT AT LAW OR IN EQUITY. CUSTOMER MUST REIMBURSE COMPANY FOR ALL COSTS INCURRED BY COMPANY IN ENFORCING COMPANY’S RIGHTS UNDER THIS AGREEMENT, INCLUDING REASONABLE ATTORNEY’S FEES. THE REMEDIES UNDER THIS AGREEMENT ARE CUMULATIVE AND NOT EXCLUSIVE.

Except in the event of an uncured breach by Company of the terms of this Agreement, if Customer placed an order for Services through a Financing Source or otherwise financed equipment, fees or any other expenses relating to the Services, Cameras or any accessories thereto, it is understood by Customer that upon any early termination of this Agreement, Company will not provide any refund for the remainder of the Term directly to Customer or to any Financing Source regardless of whether the Financing Source has paid to Company an amount equal to the charges for the Services for the entirety of the Term.

1.13 Assignment of Contract. Customer may not assign this Agreement or sublet or grant any concession or license to use the Cameras or Services or any part of the Cameras or Services without Company’s prior written consent. Any assignment, subletting, concession, or license by Customer without the prior written consent of Company shall be void and, at Company’s option, result in termination of this Agreement. Company may assign this Agreement or any of its rights or obligations under this Agreement, effective upon notice being made in connection with any sale, transfer, or other disposition of all or substantially all its business or assets but only if the assignee assumes all of Company’s obligations to Customer under this Agreement.

1.14 Governing Law. Customer and Company agree that this Agreement has been made in Texas, that it shall be governed by and construed pursuant to the laws of the State of Texas, and that each of Customer and Company agree to solely submit to the jurisdiction of a Texas court of competent jurisdiction within or serving Denton County, Texas.

1.15 Severability and Waiver. If any provision of this Agreement is determined to be unenforceable, the enforceability of the remaining provisions will not be in any way affected or impaired. The waiver by any party of a breach of any of the provisions of this Agreement must be in writing to be effective and will not operate as a waiver of subsequent breaches.

1.16 Entire Agreement. This Agreement, together with any exhibits hereto, is the complete and exclusive statement of the mutual understanding of Customer and Company regarding the terms and conditions set forth in this Agreement. This Agreement supersedes and cancels all previous written and oral agreements and communications between Customer and Company regarding the Services. Any amendment of this Agreement must be in writing and signed by an authorized representative of both Customer and Company.

1.17 Force Majeure. Except with respect to deadlines for the payment of money which will not be extended by a force majeure event, neither Customer nor Company will be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by acts of nature, strikes, acts of terrorism, war, riot or other civil disturbances, compliance with governmental laws or orders (including the FCC), delay or performance failure of third parties (including suppliers including GPS Services Supplier), or other events which are beyond the reasonable control of such party, provided that such party gives prompt written notice of the condition and resumes its performance as soon as reasonably possible.

1.18 Notice. Notices between the parties must be in writing and are effective when sent to the receiving party’s address (sent by certified mail, return receipt requested) or e-mail address provided below, (with delivery confirmation). The address or e-mail address provided below may be changed by giving written notice.

Safe Drive Dash Cam
info@safedrivedashcam.com