Congratulations on subscribing to splitsecnd! splitsecnd is a program (“splitsecnd”, the “Service,” or the “Program”) that provides you with information and services to help you have a safer, and more connected driving experience. The splitsecnd System consists of a device (the “Plugin”) that plugs into the on-board 12-Volt socket of each eligible vehicle or vehicles you register (the “Vehicle” or the “Vehicles”).
This document is an agreement (“Agreement”) between Cyber Physical Systems, Inc. (“we”, “us,” or “our”), and you. The Service is described in this Agreement and in greater detail on the splitsecnd website, www.splitsecnd.com (“Website”), which contains information about each of splitsecnd’s features. You may visit the Website, explore the splitsecnd app, or call 1.800.985.0448 to: (1) find out more about your subscription, (2) modify your subscription, (3) manage your account, and (4) learn more about the Service.
YOU ACCEPT THIS AGREEMENT BY:
Agreeing in writing, by email, over the phone, using the splitsecnd app, or in person;
Opening a package that says you are accepting by opening it; or Activating your Service. When you accept, you’re representing that you are at least 18 years old and legally able to accept an agreement.
DESCRIPTION OF SERVICE:
The Service consists of a collection of features (“Service Features”), including certain wireless vehicle services as described in this Agreement and on the Website, for the Vehicle or Vehicles that you have registered with us. These Service Features are provided by us, our affiliates, or other third parties, including wireless service providers, public safety operators, emergency personnel, roadside assistance companies, equipment and software manufacturers, distributors, licensors, content providers, and any other person or entity who provides any service, equipment, content, feature, or facilities in connection with the Service (our “Service Partners”). The affiliates and Service Partners that provide, or assist in the delivery of, the Service Features may change over time. We also may make certain changes to the materials and Service Features available through the Service, which will be identified on the Website.
splitsecnd INCLUDES SERVICE FEATURES BASED ON YOUR VEHICLE’S LOCATION: We make these Service Features available using data collected by the splitsecnd System in your Vehicle. When installed in your Vehicle, the splitsecnd System collects information about your Vehicle’s operation and Vehicle location and use information (including trip distances, times, start and end points, and boundary crossings).
By subscribing to the Service and/or using the Mobile App, you agree that splitsecnd may collect the information described above as part of the Service. Because we need certain information to provide you certain Service Features, you may be required to properly install the System and/or to download the Mobile App to access certain Service Features. IT IS YOUR RESPONSIBILITY TO NOTIFY EVERYONE WHO USES OR OCCUPIES YOUR VEHICLE THAT LOCATION AND/OR PARKING LOCATOR FEATURES ARE ACTIVE AND ALLOW YOU TO ACCESS INFORMATION ABOUT THE VEHICLE, INCLUDING ITS LOCATION.
Information that identifies your Vehicle and other personal information may be shared as described in the information-sharing sections of the splitsecnd privacy policies, as well as when it is necessary to provide various splitsecnd features, such as, alerting emergency personnel of your location if a crash is detected, helping authorities locate your Vehicle if you report it stolen, or helping roadside assistance providers locate your Vehicle. splitsecnd information may also be used on its own or in combination with other Cyberphysical Systems, Inc. information to determine aggregate insights about splitsecnd users. For example, a company may find it valuable to know the number of vehicles on different roads at various times during the day and the percentage of drivers of those vehicles who are in a certain age range. splitsecnd information may also be shared with third parties in a way that does not identify you personally. For example, it may be used to provide traffic reporting and similar services, or to inform car manufacturers about characteristics of different vehicle models.
IF YOU OBTAIN THE SERVICE FROM YOUR EMPLOYER, THE INFORMATION THE splitsecnd SYSTEM COLLECTS ABOUT YOU AND YOUR VEHICLE WILL BE AVAILABLE TO YOUR EMPLOYER, INCLUDING YOUR VEHICLE LOCATION AND INFORMATION ABOUT YOUR VEHICLE’S USE AND MANNER OF OPERATION (INCLUDING TRIP DISTANCES, ACCELERATION, DECELERATION, TURNING, SPEED AND REVOLUTIONS PER MINUTE).
THE SYSTEM AND MOBILE APP:
You must install the System after you enroll your Vehicle to receive all the benefits available with a paid subscription. To fully enjoy all of the Service Features available with a paid subscription, you will also need to (1) access the Website, which requires Internet access and an Internet browser and/or (2) download the Mobile App to an Apple or Android smartphone. However, if you have a paid subscription, you are not required to use the Mobile App or Website. The splitsecnd Mobile App is available for download at no cost to you at the iTunes store or Google Play and may be updated from time-to-time. Many Mobile App features are only available with a paid subscription.
Your Vehicle must have a working electrical system for the System and many aspects of the Service to operate properly. The System will not work without adequate electrical and battery power, and it may not work at all if you attempt to modify the System or add any equipment or software in or to your Vehicle that is not expressly authorized by us or is otherwise incompatible with the System, including other aftermarket devices or products. The reception of the Service may vary in different Vehicles depending on the electrical systems of the Vehicle and the version of the System or software in the Vehicle.
We reserve the right to modify, terminate, or otherwise amend this Agreement and its incorporated documents, from time to time. We also may cease to provide a Service Feature in whole or in part, if required by law, rule or regulation, in which case you may cancel your Service. If required by law, we will notify you in advance of any such changes. PLEASE VISIT WWW.SPLITSECND.COM FOR THE MOST UP-TO-DATE PRODUCT AND SERVICE DETAILS, AND TERMS OF SERVICE. If you use your Service, including the Mobile App, after a change takes effect, then you accept the change. If you do not agree with a change to this Agreement or the subscription-or for any other reason—you may delete the Mobile App and/or cancel your subscription pursuant to your cancellation rights described elsewhere in this Agreement. If we make any changes to the dispute resolution provision of this Agreement, however, these changes will not affect the resolution of any dispute that arose before these changes.
RETURN OF SPLITSECND EQUIPMENT:
ALL RETURNS OF SPLITSECND EQUIPMENT (1) SHALL BE GOVERNED BY THE APPLICABLE EXCHANGE/RETURN POLICY OF THE RETAILER FROM WHICH YOU PURCHASED SPLITSECND EQUIPMENT; AND (2) SHALL BE RETURNED TO THE RETAILER FROM WHICH YOU PURCHASED SPLITSECND EQUIPMENT. WE CANNOT ACCEPT YOUR RETURN OF SPLITSECND EQUIPMENT THAT YOU PURCHASED THROUGH ANOTHER RETAILER.
If (1) you purchase or receive splitsecnd equipment through a retail sales channel other than us, Cyberphysical Systems, Inc. , or a Cyberphysical Systems, Inc. Authorized Retailer and (2) you activate the Service, then you will also be a subscriber of the Service and will be our customer with respect to the Service. We will bill and collect payments from subscribers as set forth in this Agreement.
RESPONSIBILITY FOR CORPORATE SUBSCRIBERS:
If you are an employer, you can authorize employees (“Corporate Subscribers”) to use the Service. You, the employer, rather than your employee(s), must establish Corporate Subscribers as additional users on your account, and you are liable for Corporate Subscribers and their use of all services. You are responsible for your compliance with the splitsecnd Terms of Service and also for the compliance of all Corporate Subscribers and users of the Vehicle(s), whether or not authorized by you.
IT IS THE EMPLOYER’S SOLE RESPONSIBILITY TO NOTIFY CORPORATE SUBSCRIBERS AND ANY USER OF A CORPORATE SUBSCRIBER’S VEHICLE WITH THE SPLITSECND SERVICE THAT LOCATION AND PARKING LOCATOR FEATURES ARE ACTIVE AND ALLOW YOU TO ACCESS INFORMATION ABOUT THE VEHICLE, INCLUDING ITS LOCATION, USE AND MANNER OF OPERATION.
Your failure to establish a Corporate Subscriber account in the manner stated above may impact your ability to obtain information about Corporate Subscriber accounts, including vehicle information.
BILLING FOR SERVICE:
DURATION OF SUBSCRIPTION: If you purchased your splitsecnd equipment through us, Cyberphysical Systems, Inc., or a Cyberphysical Systems, Inc. Authorized Retailer, your subscription may have an initial minimum period of time for which you have agreed to pay for the Service, subject to cancellation (the “Subscription Commitment”). If you have a Subscription Commitment, the terms of your Subscription Commitment are available at www.splitsecnd.com. If your original subscription is billed on a monthly basis, your subscription and this Agreement will automatically continue on a month-to-month basis after the Subscription Commitment ends, unless you choose to cancel your subscription pursuant to your cancellation rights as described below.
If you purchased your splitsecnd equipment through other retail channels, the Service you activate may not be subject to a minimum Subscription Commitment.
We charge fees for the Service (“Subscription Fee” or “Subscription Fees”) on a monthly basis. So we can process your Subscription Fees, you must provide us with a current, valid, and accepted method of payment, which you may update from time to time (“Payment Method”).
YOU AUTHORIZE US TO CHARGE YOUR SUBSCRIPTION FEES FOR ALL SERVICES, PLUS APPLICABLE TAXES, ON A MONTHLY BASIS TO THE PAYMENT METHOD YOU HAVE PROVIDED, UNLESS YOU OR WE CANCEL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
OTHER CHARGES: You agree to pay for any equipment charges and activation fees, plus applicable taxes.
GOVERNMENT TAXES, FEES AND SURCHARGES: You must pay all taxes, fees and surcharges set by federal, state and local governments. Please note that we may not always be able to notify you in advance of changes to these charges.
PRICE CHANGES: We will not increase the price of your subscription fees during your Subscription Commitment. After your Subscription Commitment ends, we reserve the right to adjust pricing for the Service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in this Agreement, any price increases to your Service will take effect following notice by email to you. Unless otherwise permitted (or required) by law, rule or regulation, we will provide you with 30 days’ notice of any price increase to permit you to cancel your Service. To the extent a different period is required by law, rule, or regulation, we will provide you with notice within such period.
DISPUTED CHARGES: If you think that there has been an error in any amount charged by or through us, and to request an adjustment to your bill, you must notify us within 60 days or such longer period as required by law after the amount is charged to your Payment Method. YOU MAY CALL US TO DISPUTE CHARGES ON YOUR BILL, BUT IF YOU WISH TO PRESERVE YOUR RIGHT TO BRING AN ARBITRATION OR SMALL CLAIMS CASE REGARDING SUCH DISPUTE, YOU MUST WRITE TO US AT DISPUTE MANAGER, SPLITSECND, 1305 CLINTON STREET, SUITE 220, NASHVILLE, TENNESSEE 37203 WITHIN THE 60 DAY PERIOD MENTIONED ABOVE. If you do not contact us about the disputed charge in writing within this time period, you will have waived your right to dispute the bill and to bring an arbitration or small claims case regarding any such dispute.
REFUND POLICY: We may in our sole discretion give a credit (the amount of which is determined by us in our sole discretion) for continuous Service interruption of more than 24 hours on a case-by-case basis, if such interruption was reasonably within our control (as determined by us in our sole discretion), and if you notify us within 7 days of the continuous interruption. Any such credit shall constitute your sole and exclusive remedy for such failures, and you waive and release us, our affiliates, and our Service Partners from any further liability to you in connection with the Service interruption. If you cancel the Service within a pre-paid billing period during your Subscription, you will receive a pro-rated refund for the unused portion of the pre-paid amount. Early Termination Fees (“ETF”) will apply as described below
CANCELLATION OF SERVICE:
IF YOU ARE SUBJECT TO A SUBSCRIPTION COMMITMENT, If you cancel Service or we cancel it in accordance with this Agreement, during your Subscription Commitment, you’ll have to pay an ETF. The ETF for a two year splitsecnd Subscription Commitment equals $150 and will be reduced by approximately $5.00 for each month of the Subscription Commitment that you fulfill. After your Subscription Commitment ends, you may cancel at any time with 30 days’ notice without incurring an ETF, and the System will be deactivated and is yours to keep.
IF YOU ARE NOT SUBJECT TO A SUBSCRIPTION COMMITMENT, you may cancel your subscription without having to pay an Early Termination Fee. You will still be responsible for any charges accrued under your account through the date of cancellation. AS STATED ABOVE, ALL RETURNS OF SPLITSECND EQUIPMENT (1) SHALL BE GOVERNED BY THE APPLICABLE EXCHANGE/RETURN POLICY OF THE RETAILER FROM WHICH YOU PURCHASED SPLITSECND EQUIPMENT; AND (2) SHALL BE RETURNED TO THE RETAILER FROM WHICH YOU PURCHASED SPLITSECND EQUIPMENT. WE CANNOT ACCEPT YOUR RETURN OF SPLITSECND EQUIPMENT THAT YOU PURCHASED THROUGH ANOTHER RETAILER.
HOW TO CANCEL THE SERVICE: If you have a paid subscription, you may cancel your subscription by calling1.800.985.0448. PLEASE BE AWARE THAT A CANCELLATION EMAIL WILL BE SENT BY US AS PART OF THE CANCELLATION PROCESS. IF YOU DO NOT RECEIVE THIS EMAIL, YOU MAY NOT HAVE PROPERLY CANCELLED YOUR SUBSCRIPTION.
OUR RIGHTS TO LIMIT OR END SERVICE OR END THIS AGREEMENT:
We can, without notice, limit, suspend or end your Service or any agreement with you for any good cause, including, but not limited to, (1) if you: (a) breach this Agreement; (b) resell your Service; (c) use your Service for any illegal purpose; (d) steal from or lie to us; or, if you (e) do not pay your bill on time; (f) are unable to pay us or go bankrupt; or (2) if you or any additional user of your device: (a) threaten, harass, or use vulgar and/or inappropriate language toward our representatives; (b) interfere with our operations; (c) engage in abusive messaging or calling; (d) modify your device from its manufacturer’s specifications; or (3) use your Service in a way that negatively affects our network or other customers. We can also temporarily limit your Service for any operational or governmental reason. If we cancel this Agreement pursuant to this subsection, you agree to pay us for all fees, charges, and other amounts incurred and owed under your Agreement beginning on the date your subscription commenced and through the date of cancellation.
ADDITIONAL CANCELLATION RIGHTS; EFFECT OF CANCELLATION: In addition to other cancellation rights provided in this Agreement, we may cancel this Agreement at any time upon 30 days’ prior written notice to you. You agree that we are not liable to you for cancellation of this Agreement or the discontinuance of any or all of the Service Features, unless otherwise expressly provided in this Agreement. Upon cancellation of this Agreement, you must immediately stop using the Service. By continuing to use the Service after your Subscription Commitment has ended, you agree to extend this Agreement on a month to month basis unless you agree to a new Subscription Commitment. All provisions of this Agreement which by their nature survive cancellation, shall survive cancellation of this Agreement.
TRANSFER OF THE SYSTEM OR VEHICLE OR ACQUISITION OF NEW VEHICLE: You warrant and represent that you will not sell or transfer the System to another user and that you will not sell or transfer title to your Vehicle or return a leased Vehicle to its owner without first removing the System. This is important to help protect your subscription and your information, and to avoid being charged for the Service after your sale or transfer.
LIMITATIONS OF THE SERVICE:
OUR COVERAGE AREA: NOT ALL SPLITSECND SERVICES ARE AVAILABLE EVERYWHERE, PARTICULARLY IN REMOTE OR ENCLOSED AREAS, AT ALL TIMES.
The location of your Vehicle, particularly in remote or enclosed areas, may affect the availability and quality of the Service. The Service generally works using wireless communication networks from our wireless affiliates and Service Partners and the Global Positioning System (“GPS”) satellite network. The System and the Mobile App receive GPS signals and communicates with our response centers and those of our affiliates or Service Partners through use of wireless and landline communications networks. The Service cannot work unless your Vehicle is in a place where our wireless affiliate and roaming partners have coverage, network capacity, and reception when the Service is needed. The aspects of the Service that involve location information about your Vehicle also cannot work unless GPS satellite signals are unobstructed, available in that location, and compatible with the System.
FORCE MAJEURE EVENTS: Various conditions beyond our control may prevent or delay us, our affiliates or our Service Partners (or other third parties) from providing the Service to you, or impair the quality of Service you or your Vehicle may receive. These conditions include, for example and without limitation, atmospheric, geographic, or topographic conditions (such as buildings, hills or tunnels); failure to properly install the System; incompatibility of the System with your Vehicle; damage to or failure to maintain your Vehicle, smartphone, or the System in good working order and in compliance with this Agreement or applicable laws, rules or regulations; inclement weather; failure, congestion or outages of utility or wireless networks (including interruption of wireless service); as well as war, acts of God, natural disaster, labor strikes or other acts, forces or causes beyond our, our affiliates and our Service Partners’ control. In the event of any of the foregoing prevent or interfere with our provision of service to you, we may, in our discretion, suspend or terminate the Service (in whole or in part) or cancel your subscription, without notice to you and without any liability. Further, we, our affiliates and our Service Partners are not responsible for any Service or the System’s failures, interruptions, delays or impairments due to these causes, and you are not eligible for any credit or refund (whole or partial) as a result (except to the extent otherwise set forth in this Agreement).
LIMITS ON YOUR USE OF THE SPLITSECND SERVICE AND THE SYSTEM: You agree not to use the System, the Service, any other service we may offer, and the Website and Mobile App, in any way that is illegal, fraudulent or abusive, including to harass, threaten, abuse, defame, or slander, any individual or entity. You agree that you shall use the emergency service and roadside service only for emergencies and legitimate roadside assistance needs. You may not use the Service in a manner that interferes with any other customer’s use of the Service or our provision of the Service to our other customers. You agree you will not abuse or do anything to damage our, our affiliates or any of our Service Partners’ respective business, operations, services, reputation, employees, equipment, property or facilities. You further agree that you will not harass, threaten or use vulgar and/or inappropriate language towards any customer service representatives. We, our affiliates and our Service Partners provide the Service, including the messages, data, information, content, or other material provided as part of the Service, for your non-commercial use only, and not for re-sale. Certain information you receive through the Service is the property of us, our affiliates, or our Service Partners (or other third parties) and it may be subject to one or more copyrights, trademarks, service marks, patents, or other legal protections. You may not (or permit or cause any other party to) sell or resell or otherwise use anything we provide you for commercial purposes, nor may you reproduce, copy, modify, make derivative works from or otherwise display or distribute it.
TERMS ABOUT SPECIFIC SERVICES: The Service Features may change from time to time and may vary depending on your subscription or the laws, rules, or regulations of the state in which you live. For the most current description of splitsecnd services, please go to www.splitsecnd.com. If you only have the Mobile app, you will not receive the Service features included with a paid subscription.
CRASH DETECTION: If the System detects sudden deceleration or other similar events that we have determined could be indicative of collision or other accident, the System is designed to connect to our emergency assistance team. PLEASE NOTE THAT NOT ALL COLLISIONS WILL BE DETECTED BY THE SYSTEM. You can also press the emergency button on the Speaker to connect to our emergency assistance team. We do not provide customers information about why the System did or did not identify a particular situation or event as a crash.
To receive a Crash Detection call, the System must be properly installed in the Vehicle with adequate battery and electric power, the Speaker must be charged, and your Vehicle must be within range of the wireless network. Our (or our affiliates’ or Service Partners’ as applicable) customer service representatives will use reasonable efforts to contact appropriate emergency personnel, such as police, fire department or emergency responders, for assistance when you request it or when the System installed in your Vehicle signals for it. Neither we nor our affiliates or Service Partners promise, nor can we or our affiliates or Service Partners guarantee, that any such emergency personnel will respond in a timely manner or even at all. If applicable laws require an emergency to be confirmed before emergency personnel provide service, we will not contact emergency personnel in these areas until we hear your request for assistance or otherwise confirm that an emergency exists.
PLEASE NOTE THAT IF YOUR VEHICLE LOSES BATTERY POWER, SUSTAINS DAMAGE TO CRITICAL ELECTRICAL WIRING AND SUBSYSTEMS FOR ANY REASON (INCLUDING BEFORE, DURING, OR AFTER AN ACCIDENT), OR PLUGIN BECOMES LOOSE AS A RESULT OF A COLLISION OR OTHER INCIDENT, THE SERVICE WILL NOT OPERATE.
LOCATION: With this feature, you may view the location of your Vehicle and your recent location history on a map. Please note it may take a few minutes to locate your vehicle or update its location. Each time you use a location feature, you agree that we can disclose to our Service Partners all necessary information to provide the service, including, without limitation, the latitude and longitude of the Vehicle. IT IS YOUR RESPONSIBILITY TO NOTIFY EVERYONE WHO USES OR OCCUPIES YOUR VEHICLE THAT LOCATION FEATURE(S) ARE ACTIVE AND ALLOW YOU TO ACCESS INFORMATION ABOUT THE VEHICLE, INCLUDING ITS LOCATION.
BOUNDARY ALERT: With the Boundary Alert Service Feature, you may establish custom boundary areas. If your Vehicle enters a boundary area, you will receive a notification. Each time you use this feature, you agree that we may disclose to our Service Partners all necessary information to provide the Service Feature, including without limitation the central point of the boundary area you want to establish, such as an address or Point of Interest (“POI”). You also consent to our storing the latitude/longitude for the central point of the boundary area you want to establish. If you do not consent to the disclosure of this information to our affiliates or Service Partners or to our storing of the information to provide the Feature, do not use the Boundary Alert Service Feature.
To access many aspects of the Service, the primary account holder will need to set-up a master account for the Mobile App and/or Portal. At the discretion of the primary account holder, additional users can be given access to certain information that is accessible via the Mobile App and Portal. Additional users cannot make any master account changes. If the primary account holder closes the account, all additional user accounts will be closed. The primary account holder can remove or alter additional users’ Service Feature access at any time.
If you are a Corporate Subscriber, your employer is the account holder. You cannot make any account changes, and if your employer closes the account, your service will be terminated. Your employer controls access to certain splitsecnd service features. Your employer can also view the data the splitsecnd System collects about your vehicle, including its location and its use and manner of operation, via the mobile app and/or web portal.
STORED DATA: If we or our affiliates or Service Partners (or other third parties) store data on or about the Service, then we may delete the data without notice to you or otherwise place restrictions and limits on the use of the data or storage areas. Data stored as part of the Service may be deleted, modified, or damaged by us or our affiliates or Service Partners. We have no responsibility in connection with the storage or maintenance of any Service data, nor do we guarantee that our collection of any data will be timely or error-free. You agree that the collection, maintenance, and use of data in connection with the Service also are subject to limitations and restrictions outside of our control, including those described in this Agreement.
DRIVE RESPONSIBLY: You have full responsibility and assume all risks related to the use of the Service in your Vehicle. Only use the Service when it is safe to do so. Failure to do so may result in an accident involving serious injury or death. You are responsible for following all applicable laws, rules, and regulations, including requirements of relevant government regulatory bodies, applicable to the use of the Service.
COMPLIANCE WITH TERMS: You are responsible for not only your own compliance with this Agreement but also for the compliance of all occupants of your Vehicle and additional users of your subscription and users of your Vehicle, whether or not authorized by you. You agree to make all other drivers, passengers, or guests of your Vehicle aware of this Agreement and the services that are available under it. You are solely responsible for the use of the Service for your Vehicle, even if you are not the one using the Service and even if you claim later that another person’s use was not authorized. If you have Corporate Subscribers on your account, you are responsible for not only your own compliance with this Agreement but also for the compliance of all Corporate Subscribers using your account.
NOT INSURANCE: The Service is not an insurance product, and we are not an insurance company. The Service does not insure you, your property, your Vehicle, or anyone else. We are not a motor club, and all roadside assistance (if applicable) is provided as part of the Service is provided only by a third party provider.
ACCOUNT INFORMATION/SECURITY MEASURES: You agree that you will provide us with true and accurate information and that you will keep that information up to date. You are responsible for ensuring that we have your current and valid wireless telephone number and/or email address. You can change your telephone number and/or email address at any time by visiting www.splitsecnd.com or by calling1.800.985.0448 between the hours of 9 a.m. and 4 p.m. Central time. You will notify us immediately of any breach of security or unauthorized use of your subscription. We will not be liable for any losses resulting from unauthorized access to or use of the Service or your subscription, and you may be liable to us or other parties due to such unauthorized access or use.
You will not copy, reproduce, distribute, decompile, reverse engineer, disassemble, remove, alter, circumvent, or otherwise tamper with any security technology, convert to any use not authorized by us or claim ownership in the Service or our or any other party’s information or materials associated with the Service. You will not remove, modify, or obscure any copyright notices, trademarks, or other proprietary rights notices on or contained in or on any portion of the Service or any information or materials on or obtained from the Service.
COMMUNICATIONS FROM US AND/OR OUR SERVICE PARTNERS: We and/or our affiliates and Service Partners may communicate with you by providing you with messages through the System, the Portal or Mobile App, or to the billing, email address, wireless phone number or other contact information for you that we have on file. We and our affiliates may also use your email address to send you emails about products, specials, and promotions, which may be related to the Service or not. From time to time, we may also use your email address to send you information about selected third-party products, services or offers relating to our offerings or services that we think may be of interest to you. With your consent, we may provide your contact information to our Service Partners who may send you information about products, services, or offers that may be of interest to you. Each email you receive from us for offers will provide a link to unsubscribe to all future email offers from us. If you do not want to receive emails about our offers or products or those of these selected third parties, you can also contact a customer service representative at1.800.985.0448. Please note that even if you choose not to receive marketing emails from us, you may still hear from us regarding your Service, your subscription, your system status and any other Service-related issues and order status updates that will allow us to provide you with the optimal user experience. We may also use your name, postal delivery information and phone number to contact you for various purposes (including marketing purposes) and we may use autodialed calls/text messages, prerecorded or artificial voice messages in connection with your account, and the Service provided by us, our agents or contractors on our behalf. You consent to allow us and anyone who collects on our behalf to contact you about your account status, including past due or current charges, using pre-recorded calls, email and calls or messages delivered by an automatic telephone dialing system to any wireless phone number or email address. If you wish to contact us, please call a customer service representative at 1.800.985.0448.
OWNERSHIP OF THE SYSTEM: Upon signing up for a subscription from us, we will ship you the System. THE SYSTEM WILL BE YOURS (UNLESS YOU ARE A CORPORATE SUBSCRIBER) SUBJECT TO THE TERMS OF THIS AGREEMENT, PROVIDED THAT IF YOU OR WE CANCEL THE SERVICE PRIOR TO THE END OF THE SUBSCRIPTION COMMITMENT, YOU MAY INCUR EARLY TERMINATION FEES PURSUANT TO THIS AGREEMENT.
LIMITED LIFETIME REPLACEMENT: If you have any trouble with the System or the Service, please contact us by calling a customer service representative at 1.800.985.0448 or email us at email@example.com. For as long as you continuously have a subscription to the Service, if we determine that the System needs to be replaced, we will replace the System with equipment that will be capable of providing substantially the same services (which may be refurbished or new, in our discretion). We are not obligated to replace equipment or to provide any maintenance or support for the Service, technical or otherwise after the end of your subscription. If we provide any maintenance or support for the Service, we may stop any such maintenance, support, and/or services at any time. YOU ARE RESPONSIBLE FOR YOUR SYSTEM IF IT IS LOST, STOLEN OR SUBJECT TO MORE THAN ORDINARY WEAR AND TEAR.
If we determine that the System needs to be replaced during your Subscription Commitment, we will send you a package with a pre-paid return shipping label on it for you to return the System. It is your responsibility to return the System to us. Upon your receipt of the package with a pre-paid return shipping label on it, you have 30 days to return the old System to us. If you do not return the System to us within those 30 days, we will charge you a device replacement fee of $150.00.
OWNERSHIP/CONFIDENTIALITY: All information and software provided by us through the Service, including the Mobile App, is and will remain our sole and exclusive property. You will not publish, broadcast, retransmit or otherwise reproduce the information or software in any medium. Any violation of this restriction is an infringement of copyright or proprietary rights in the information and software. As between you and us, we (and our affiliates and applicable Service Partners) own or license all such information and software and you do not acquire any rights in such information and software, including any right to use or modify the software (other than in the ordinary course of your receipt and use of the Service in accordance with this Agreement). We may update the software contained in the System from time to time. We may do this remotely without notifying you first. These software updates or changes may affect or erase data or metadata that is stored in the System or the Mobile App. We are not responsible for any affected or erased data due to a software update or change.
DISCLAIMER OF WARRANTIES: We make no representations or warranties, express or implied, including to the extent permitted by applicable law, any implied warranty of merchantability or fitness for a particular purpose, about your Service, the device, the web portal, or the mobile app. We do not warrant that the device or any Service Feature will work perfectly or will not need occasional upgrades or modifications, or that it will not be negatively affected by network-related modifications, upgrades or similar activity.
Through your use of the Service, you may have the opportunity to engage in commercial transactions with our affiliates, Service Partners or other vendors, such as mechanics, insurance companies and others. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICE, WEBSITE, AND MOBILE APP, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE OR MOBILE APP AND/OR THE SERVICE, FROM A THIRD-PARTY IS PROVIDED SOLELY BY SUCH THIRD-PARTY, AND NOT BY US OR ANY OF OUR AFFILIATES.
Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF OR ANY RELIANCE UPON ANY INFORMATION OR CONTENT AVAILABLE THROUGH THE SERVICE IS SOLELY AND COMPLETELY AT YOUR OWN RISK AND RESPONSIBILITY, AND THAT THIS INFORMATION OR CONTENT MAY NOT ALWAYS BE ACCURATE. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOU (AND/OR ANY OTHER USER OR OCCUPANT OF YOUR VEHICLE) EXERCISE GOOD JUDGMENT AND OBEY TRAFFIC RULES AND ALL OTHER APPLICABLE LAWS AND REGULATIONS WHEN OPERATING YOUR VEHICLE, ACCESSING AND/OR USING THE SERVICE, PERMITTING OTHERS TO USE YOUR VEHICLE AND/OR EVALUATING WHETHER THE USE OF ANY OF THE SERVICE FEATURES IS SAFE AND LEGAL UNDER THE CIRCUMSTANCES. THE SAFETY SCORE, DIAGNOSTIC DATA, AND MECHANICS HOTLINE SERVICE FEATURES ARE INFORMATIONAL ONLY, ARE DESIGNED TO HELP IDENTIFY THE LIKELY SOURCE OF A PROBLEM BASED ON THE DIAGNOSTIC CODES TRIGGERED, AND ARE NOT INTENDED TO REPLACE ACTUAL IN-PERSON SERVICE EVALUATIONS.
LIMITATION OF LIABILITY: Other than as set forth elsewhere in this Agreement, You and Cyber Physical Systems, Inc. both agree to limit claims against each other for damages or other monetary relief to direct damages. This limitation and waiver will apply regardless of the theory of liability. That means neither of us will try to get any indirect, special, consequential, treble or punitive damages from the other. This limitation and waiver also applies if you bring a claim against one of our suppliers or Service Partners, to the extent we would be required to indemnify the supplier for the claim. You agree we aren’t responsible for problems caused by you or others, or by any act of God.
By accepting these Terms of Service, YOU ASSUME ALL LIABILITIES ASSOCIATED WITH NOTIFYING ALL CORPORATE SUBSCRIBERS WHO WILL UTILIZE THE splitsecnd SERVICE.
WE HOPE TO MAKE YOU A HAPPY CUSTOMER, BUT IF THERE’S AN ISSUE THAT NEEDS TO BE RESOLVED, THIS SECTION OUTLINES WHAT’S EXPECTED OF BOTH OF US.
YOU AND WE BOTH AGREE TO RESOLVE DISPUTES ONLY BY ARBITRATION OR IN SMALL CLAIMS COURT. YOU UNDERSTAND THAT BY THIS AGREEMENT YOU ARE GIVING UP THE RIGHT TO BRING A CLAIM IN COURT OR IN FRONT OF A JURY. WHILE THE PROCEDURES MAY BE DIFFERENT, AN ARBITRATOR CAN AWARD YOU THE SAME DAMAGES AND RELIEF, AND MUST HONOR THE SAME TERMS IN THIS AGREEMENT, AS A COURT WOULD. IF THE LAW ALLOWS FOR AN AWARD OF ATTORNEYS’ FEES, AN ARBITRATOR CAN AWARD THEM TOO. WE ALSO BOTH AGREE THAT:
(1) THE FEDERAL ARBITRATION ACT APPLIES TO THIS AGREEMENT. EXCEPT FOR SMALL CLAIMS COURT CASES THAT QUALIFY, ANY DISPUTE THAT IN ANY WAY RELATES TO OR ARISES OUT OF THIS AGREEMENT OR FROM ANY EQUIPMENT, PRODUCTS AND SERVICES YOU RECEIVE FROM US (OR FROM ANY ADVERTISING FOR ANY SUCH PRODUCTS OR SERVICES), INCLUDING ANY DISPUTES YOU HAVE WITH OUR EMPLOYEES OR AGENTS, WILL BE RESOLVED BY ONE OR MORE NEUTRAL ARBITRATORS BEFORE THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) OR BETTER BUSINESS BUREAU (“BBB”). YOU CAN ALSO BRING ANY ISSUES YOU MAY HAVE TO THE ATTENTION OF FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCIES, AND IF THE LAW ALLOWS, THEY CAN SEEK RELIEF AGAINST US FOR YOU.
(2) UNLESS YOU AND WE AGREE OTHERWISE, THE ARBITRATION WILL TAKE PLACE IN THE COUNTY OF YOUR BILLING ADDRESS. FOR CLAIMS OVER $10,000, THE AAA’S WIRELESS INDUSTRY ARBITRATION (“WIA”) RULES WILL APPLY. IN SUCH CASES, THE LOSER CAN ASK FOR A PANEL OF THREE NEW ARBITRATORS TO REVIEW THE AWARD. FOR CLAIMS OF $10,000 OR LESS, THE PARTY BRINGING THE CLAIM CAN CHOOSE EITHER THE AAA’S RULES FOR CONSUMER DISPUTES OR THE BBB’S RULES FOR BINDING ARBITRATION OR, ALTERNATIVELY, CAN BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT. YOU CAN GET PROCEDURES, RULES AND FEE INFORMATION FROM THE AAA (WWW.ADR.ORG), THE BBB (WWW.BBB.ORG) OR FROM US. FOR CLAIMS OF $10,000 OR LESS, YOU CAN CHOOSE WHETHER YOU’D LIKE THE ARBITRATION CARRIED OUT BASED ONLY ON DOCUMENTS SUBMITTED TO THE ARBITRATOR, OR BY A HEARING IN PERSON OR BY PHONE.
(3) THIS AGREEMENT DOESN’T ALLOW CLASS OR COLLECTIVE ARBITRATIONS EVEN IF THE AAA OR BBB PROCEDURES OR RULES WOULD. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE ARBITRATOR MAY AWARD MONEY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. NO CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION HELD UNDER THIS AGREEMENT. ANY QUESTION REGARDING THE ENFORCEABILITY OR INTERPRETATION OF THIS PARAGRAPH SHALL BE DECIDED BY A COURT AND NOT THE ARBITRATOR.
(4) IF EITHER OF US INTENDS TO SEEK ARBITRATION UNDER THIS AGREEMENT, THE PARTY SEEKING ARBITRATION MUST FIRST NOTIFY THE OTHER PARTY OF THE DISPUTE IN WRITING AT LEAST 30 DAYS IN ADVANCE OF INITIATING THE ARBITRATION. NOTICE TO US SHOULD BE SENT TO DISPUTE MANAGER, splitsecnd 1305 CLINTON ST. SUITE 220 NASHVILLE, TN 37203. THE NOTICE MUST DESCRIBE THE NATURE OF THE CLAIM AND THE RELIEF BEING SOUGHT. IF WE ARE UNABLE TO RESOLVE OUR DISPUTE WITHIN 30 DAYS, EITHER PARTY MAY THEN PROCEED TO FILE A CLAIM FOR ARBITRATION. WE’LL PAY ANY FILING FEE THAT THE AAA OR BBB CHARGES YOU FOR ARBITRATION OF THE DISPUTE. IF YOU PROVIDE US WITH SIGNED WRITTEN NOTICE THAT YOU CANNOT PAY THE FILING FEE, WE WILL PAY THE FEE DIRECTLY TO THE AAA OR BBB. IF THAT ARBITRATION PROCEEDS, WE’LL ALSO PAY ANY ADMINISTRATIVE AND ARBITRATOR FEES CHARGED LATER, AS WELL AS FOR ANY APPEAL TO A PANEL OF THREE NEW ARBITRATORS (IF THE ARBITRATION AWARD IS APPEALABLE UNDER THIS AGREEMENT).
(5) AN ARBITRATION AWARD AND ANY JUDGMENT CONFIRMING IT APPLY ONLY TO THAT SPECIFIC CASE; IT CAN’T BE USED IN ANY OTHER CASE EXCEPT TO ENFORCE THE AWARD ITSELF.
(6) IF FOR SOME REASON THE PROHIBITION ON CLASS ARBITRATIONS SET FORTH IN SUBSECTION (3) CANNOT BE ENFORCED, THEN THE AGREEMENT TO ARBITRATE WILL NOT APPLY.
(7) IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND WE AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND WE UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY WAY. IN THE EVENT OF LITIGATION, THIS PARAGRAPH MAY BE FILED TO SHOW A WRITTEN CONSENT TO A TRIAL BY THE COURT.
WAIVER/SEVERABILITY: No waiver of any part of this Agreement, or of any breach of it, in any one instance will require us to waive any other instance or breach. No term or condition of this Agreement is waived and no breach is waived unless that waiver is in writing and signed by the party claimed to have waived. If any part of this Agreement is declared invalid or unenforceable, including anything regarding the arbitration process (except for the prohibition on class arbitrations as explained in the arbitration section above), that part may be removed from this Agreement. All other parts of this Agreement are still valid and enforceable.
RELATIONSHIP BETWEEN PARTIES: Notwithstanding anything else herein, this Agreement does not create any fiduciary relationships between you and us, or between you and any affiliate or Service Partner. This Agreement also does not create any relationship of principal and agent, partnership, or employer and employee between you and us or between you and any of our affiliates or Service Partners, nor does it create such a relationship between us and a secondary user on your account. Finally, this Agreement does not create any such relationship between us and a Corporate Subscriber.
THIRD-PARTY BENEFICIARIES: Without limitation of anything else set forth herein, you have no contractual relationship whatsoever with any of our affiliates or Service Partners, and this Agreement does not give you any rights against any affiliate or Service Partner. You are not a third-party beneficiary of any agreement between us and any of our affiliates or Service Partners. None of our affiliates or Service Partners has any legal, equitable, or other liability of any kind to you under this Agreement. In contrast, our parent companies, affiliates subsidiaries, agents, predecessors in interest, successors in interest, and Service Partners are intended beneficiaries of the protections contained in this Agreement relating to, among other things, limitations regarding the Service and its use and limitations on liability.
ASSIGNMENT: We can assign this Agreement, or any debt you owe us, in whole or in part, to any individual or entity we choose, at any time, without notice to you, in our sole discretion. You cannot assign this Agreement (or any portion thereof) without our written consent and any attempted assignment without our written consent is null and void.
OPEN SOURCE NOTIFICATION: This product contains certain software that is covered by open source licensing requirements. All open source software contained in this product is distributed WITHOUT ANY WARRANTY. All such software is subject to the copyrights of the authors and to the terms of the applicable licenses included in the download.