ZTR CONTROL SYSTEMS, LLC TERMS & CONDITIONS
The following additional terms and conditions apply to the sale of telematics-based services (collectively, the “Services”) by ZTR Control Systems, LLC (“ZTR”) pursuant to a Services and Supply Agreement between ZTR and purchaser (“Purchaser,” and for purposes hereof, the Services and Supply Agreement, together with these terms and conditions, and any other terms and conditions referred to therein (including, but not limited to, the ZTR Control Systems, LLC Terms and Conditions (General)), the “Agreement”). In the event of any conflict between any provision of these terms and conditions and the ZTR Control Systems, LLC Terms and Conditions (General), these terms and conditions will control.
USES OF INFORMATION
The parties acknowledge and agree that Purchaser and/or its customers owns all rights and title to the data derived from the Connected Assets during the term of the Agreement (the “Accumulated Data”). For purposes of the Agreement, “Connected Assets” means Purchaser’s product(s)/equipment to which ZTR is applying a monitoring device from which to obtain Accumulated Data.
Purchaser hereby grants ZTR an unrestricted right and license to collect, maintain and use the Accumulated Data only for the purpose of providing the Services and fulfilling its obligations under the Agreement. The parties acknowledge and agree that ZTR will collect information about the Connected Assets, including information about the operation and use of the Connected Assets. Purchaser hereby authorizes ZTR to collect, maintain and use any such information and to provide such information to service providers only for the purpose of providing the Services and fulfilling its obligations under the Agreement.
Summary information derived from the Accumulated Data of multiple assets and multiple customers (the “Aggregate Data”) may be used by ZTR for business purposes, analysis and improvement of services. Purchaser acknowledges and agrees that ZTR and its affiliates may disclose to third parties Aggregate Data, so long as Purchaser and specific machines are not identifiable from the disclosed Aggregate Data.
SERVICES ACTIVATION AND AVAILABILITY
Purchaser must provide the information and administrative support required to setup and activate the Services.
Services may not be available in certain circumstances, including, but not limited to: blockage of wireless coverage by man-made or natural structures; failure, limitations or equipment outages of a wireless or other component of the communications network, regulatory requirements or notification of harmful interferences; where wireless communication is employed, the failure of the wireless transmission facility provider to provide such service for any reason; landline, frame relay, or other terrestrial wireless network service interruptions; and power interruptions or other factors affecting ZTR’s systems or the communications network, including scheduled interruptions and software/communication infrastructure obsolescence. In certain extreme circumstances where the Services are expected to be unavailable for an extended period of time, ZTR reserves the right to terminate the Services upon 60 days’ written notice.
Wireless Communications Coverage and Usage Limitations
The Services apply only to Purchaser’s equipment located within ZTR-approved regions/countries (as defined below). ZTR may charge extra for roaming outside a ZTR-approved region/country. Should Purchaser’s equipment be moved outside of a ZTR-approved region/country, Purchaser will be solely responsible for compliance with local wireless telecommunications regulations. Purchaser will use the equipment solely with the intended wireless network services. Unless otherwise provided in the Agreement, “ZTR-approved regions/countries” include the following: North America; Australia; New Zealand; European Union; and United Kingdom.
Purchaser is solely responsible for designating, administering and managing those of its employees, agents, affiliates and representatives whom Purchaser authorizes to access and use the Services (each, an “Authorized User”). Additionally, Purchaser is solely responsible for the actions of any past, present or future employees, agents, affiliates and representatives of Purchaser who use the Services but are no longer, or have never been, Authorized Users. Neither ZTR nor any service provider will have any obligation to inquire as to the authority of anyone using the Connected Assets and Services, any personal identification number, or any information that can be used to identify Purchaser or its customers.
LIMITATION OF LIABILITY
PURCHASER ACKNOWLEDGES THAT WIRELESS SERVICE IS MADE AVAILABLE ONLY WITHIN THE OPERATING RANGE OF THE ZTR-APPROVED REGIONS/COUNTRIES. SERVICE MAY BE REFUSED, INTERRUPTED OR LIMITED BECAUSE OF: (A) FACILITIES LIMITATIONS; (B) TRANSMISSION LIMITATION CAUSED BY ATMOSPHERIC, TERRAIN, OR OTHER NATURAL OR ARTIFICIAL CONDITIONS ADVERSELY AFFECTING TRANSMISSION; OR (C) EQUIPMENT MODIFICATIONS, UPGRADES, RELOCATIONS, REPAIRS AND OTHER SIMILAR ACTIVITIES NECESSARY FOR THE PROPER OR IMPROVED OPERATION OF WIRELESS AND OTHER SERVICES. CONNECTIONS MAY BE DROPPED FOR A VARIETY OF REASONS, INCLUDING, WITHOUT LIMITATION, ATMOSPHERIC CONDITIONS, TOPOGRAPHY, WIRELESS SYSTEM OVERCAPACITY, WEAK BATTERIES, OR GAPS IN COVERAGE WITHIN A WIRELESS SERVICE AREA. ZTR WILL NOT BE LIABLE FOR ANY DELAYS OR FAILURES IN PERFORMANCE OR ANY SERVICE INTERRUPTIONS DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL.
PURCHASER UNDERSTANDS THAT ZTR AND ITS SERVICE PROVIDERS CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS AND WILL NOT BE LIABLE FOR ANY LACK OF OR BREACH OF SECURITY WITH RESPECT TO THE SERVICES. ADDITIONALLY, ZTR IS NOT RESPONSIBLE FOR ANY ERRORS, DEFECTS, PROBLEMS OR MISTAKES IN DATA OR INFORMATION PROVIDED TO PURCHASER.