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.
In order for ZTR to provide the Services, Purchaser’s product(s)/equipment (the “Connected Assets”) must have the authorized hardware and software, also called a “Monitoring Device,” installed thereon. ZTR will supply and sell Monitoring Devices to Purchaser upon the terms and conditions set forth in the Agreement. Except as set forth in the Agreement, ZTR makes no representation or warranty as to the suitability or condition of the Monitoring Devices. Purchaser will be responsible for installing Monitoring Devices on the Connected Assets and maintaining the Connected Assets so as to at all times be compatible with the Monitoring Devices and the Services. ZTR is not responsible for the installation, maintenance, repair, operation or non-operation of the Connected Assets or the Monitoring Devices (except to the extent it provides a warranty for the Monitoring Devices in the Agreement).
USES OF INFORMATION
As between Purchaser and ZTR, Purchaser and/or its customers will retain ownership of content and data generated by Purchaser or its customers that is processed or stored by ZTR or its Service Providers pursuant to the Agreement (the “Accumulated Data”). “Service Providers” means call centers, manufacturers, wireless carriers, software and other licensors and other parties who help facilitate provision of the Services.
The parties acknowledge and agree that ZTR will collect information about the Connected Assets, including information about the location, operation and use of the Connected Assets.
Purchaser hereby grants ZTR an unrestricted right and license to collect, use and store the Accumulated Data and to provide information to Service Providers solely for the purpose of providing the Services to Purchaser and fulfilling its obligations under the Agreement. ZTR and its Service Providers own the aggregated and statistical data derived from the provision of the Services, including without limitation, the number of records, the number and types of transactions, configurations and reports processed in the Services and the performance results for the Services, as well as any summary information derived from the Accumulated Data of multiple assets and multiple customers (the “Aggregated Data”). Nothing herein will be construed as prohibiting ZTR and its Service Providers from utilizing the Aggregated Data for business purposes, analysis and improvement of services. Purchaser acknowledges and agrees that ZTR and its affiliates may disclose to third parties Aggregated Data, so long as Purchaser, its customers and specific Connected Assets are not identified in the disclosed Aggregated Data. Purchaser agrees that ZTR has the right to collect, copy, use, index, disclose, process, transmit, transfer and store Accumulated Data for the purposes of: (a) providing, delivering, operating, maintaining, improving or updating the Services as described in the Agreement; (b) providing any technical support; and (c) any other purpose required by applicable law or regulation, or to which Purchaser consents.
SERVICES ACTIVATION AND AVAILABILITY
Purchaser must provide the information and administrative support required to setup and activate the Services.
Services are subject to limitations that are imposed by or affect the Service Providers, such as area coverage, maintenance, improvement or extension work, network capacity, reception, interference with communication signals, actions by a third party, incompatibility between mobile networks and other problems which may impede or prevent provision of the Services. These may also include hills, tall buildings, tunnels, equipment, weather, systems design, damage to or destruction of Connected Assets, accidents or congestion, and other problems outside the control of ZTR and its Service Providers. The cellular coverage is dependent on the wireless carrier. ZTR offers no guarantee that coverage will always be available. When it is not available, certain Services may be impaired. A Monitoring Device will store data locally when unable to connect to cellular service, subject to the Monitoring Device’s provisioned available memory. 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 Connected Assets located within ZTR-approved regions/countries (as defined below). ZTR may charge extra for roaming outside a ZTR-approved region/country. Should any Connected Asset(s) 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 Connected Assets solely with the intended wireless network services. If ZTR identifies that a Connected Asset(s) has been moved outside of the ZTR-approved regions/countries, ZTR may deactivate the Services associated with said Connected Asset(s). Unless otherwise provided in the Agreement, “ZTR-approved regions/countries” include the following: United States of America; Canada; and Mexico.
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, INCLUDING, BUT NOT LIMITED TO, 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 INFORMATION PROVIDED TO PURCHASER.