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Terms and Conditions


This Text2Car Agreement (the "Agreement") is made between Text2Car Inc. and the purchaser ("You or Your") of communication data services ("Services"), and of the Text2Car hardware ("Device") as further described below.

INSTALLATION:

Improper mounting or installation procedure may result in complete or partial loss of functionality of the Device and the inability to utilize Services purchased under this Agreement. It is solely your responsibility to ensure that the device is properly installed. Text2Car shall not be liable to You or to any person for any loss or damage caused by improper installation of the Device, including any loss of Services due to improper installation. You agree to indemnify and hold Text2Car, and any air time or cellular provider and any hardware supplier of Text2Car (collectively, "Third Party Providers"), harmless from any and all claims or damages You or any person may have for any loss or damage caused by improper installation of the Device.

LOCATION AND DATA COMMUNICATION SERVICES:

Specific Services, service rates and service terms and conditions ("Service Plan") may be included with the Purchase of the Devices or may be purchased by You by logging onto one of Text2Car's internet websites. All Services are subject to the Limitations of Technology set out in this Agreement, proper installation, use and maintenance of the Device, and the terms and conditions of Text2Car's Service Plans. Text2Car is constantly innovating in order to provide the best possible experience for its customers. You acknowledge and agree that the form and nature of the Services may change from time to time without prior notice to You. The Services are for vehicle location, if applicable, and communication with the Device only, and are not intended as emergency services. The Services have no connection to any law enforcement agency or emergency services personnel. If needed, You or Your customer, as applicable, must contact the appropriate law enforcement agency or emergency services personnel to obtain assistance. If Services are purchased for commercial purposes, You agree to communicate to Your customer that the Services are not intended to provide access to emergency personnel or services and that Your customer must contact law enforcement agencies or emergency services personnel directly through means other than the Services provided. Text2Car accepts no responsibility or liability for use of the Services in emergency situations and does not contact or communicate with law enforcement agencies on Your or, if applicable, Your customer's behalf.

PRICING OF SERVICES:

The Services are priced in terms of access Devices and/or actions, with each type of location and data communication service being assigned a specific number of actions. The Device is assigned to the Service Plan that has been selected by You at time of purchase of the Device or Service Plan on one of Text2Car's websites. The number of actions included and pricing will be as described at the time of purchase. You agree that Text2Car may terminate Your Service Plan for excessive or uncontrolled airtime action and use due to Device malfunction or Your abuse. Text2Car may, at any time, revise (a) the rates for Service Plans, (b) the number of actions assigned to each location and data communication service, and (c) the cost and features of the Services and programs. Though Text2Car may revise the rates of Service Plans at any time, the rate you will pay for any Service Plan you purchase will not change for the initial term of Your subscription.Exception with possible increase to mid-term airtime rate plan may be deemed necessary if system usage is beyond the scope of a typical 10-hour / 22 days per month period and would then be considered excessive usage. Additional data usage fees will be immediately required upon demand in order to receive continued seamless service and avoid disconnection from system. No repayment for hardware, airtime or other services will be provided in such circumstances of service interruption/disconnection You may renew any Service Plan or purchase additional Service Plans at the prevailing rates for those Service Plans at the time of renewal of the Service Plan or purchase of additional Service Plans. Following the expiration of Your Service Plan, Text2Car's new Service Plans and Service Plan rates will be applicable to You for continued Services. The Services are solely for the purpose of allowing You to locate and communicate with the Device and may not be resold or otherwise offered to or used by third parties. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Text2Car, unless You have been specifically allowed to do so in a separate agreement with Text2Car. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including the use of scripts or web crawlers). You agree that You will not engage in activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

TEXT2CAR'S TEST OF SERVICES:

You acknowledge that Text2Car may, for its internal test, control and illustration purposes, without charge to You, locate or communicate with vehicles equipped with a Device.

COMPLIANCE WITH LAW:

You are responsible for the use of the Services, including any optional services selected. You agree to comply with all applicable laws, ordinances, rules and regulations of each applicable federal, provincial, local or foreign government and any agency or public authority thereof, and to hold Text2Car and its Third Party Providers harmless from liability or loss by reason of any asserted or established violation of said laws, rules, or regulations by You or anyone You authorize to use a vehicle equipped with a Device. You acknowledge that certain GPS and/or starter disablement technology may not be permitted by law when used for commercial purposes in certain states/provinces, either now or in the future. Text2Car is not liable for any claims or damages that may arise out of the fact that GPS and/or starter disablement technologies are not permitted in a particular jurisdiction.

PAYMENT, TAXES, INDEMNITY:

You shall bear full responsibility for, and shall pay Text2Car all fees and charges (together with all applicable taxes thereon) in accordance with the terms stated in this Agreement and outlined on any invoice, and at such place as Text2Car designates on such invoice. Airtime charges for Services commence immediately upon activation. All amounts paid for prepaid airtime are non-refundable. Prices relating to the Services purchased pursuant to this Agreement are exclusive of taxes including, without limitation, any federal, state, provincial, local or foreign excise, sales, use, property, retailer's occupation or similar taxes, or any duties, customs or similar charges.

If any payment during the course of the agreed term is not satisfied by the agreed due date for any reason, You will be considered in default and the outstanding moneys agreed for the balance of the term will be immediately owed in full.

At the end of the agreed bundled hardware and airtime paid-monthly term offer, the hardware ownership will be transferred from Text2Car to You. You may at this time continue providing payment for just the airtime portion based on available airtime plans at that time. You are required to provide notice in writing to Text2Car at least 30 days prior to the expiration of the term?s agreement date in order to terminate future service. If no such written communication is provided by this date by You, the agreement will auto-renew and the annual airtime payment is considered due in full. If this payment is not satisfied within 30 days of this date, You will be considered in default and the outstanding moneys agreed will be immediately owed in full.

You are solely responsible for and shall pay any and all sales, excise, use, transfer or other taxes, and fees assessed or imposed by any federal, provincial, state, county, municipal or local taxing authority in connection with the use of the Services. In the event You fail to pay such taxes or fees, Text2Car may, in its absolute sole discretion and without accepting any liability to do so, pay such taxes or fees on Your behalf and, in such event, You hereby authorize Text2Car to pay any such taxes or fees on Your behalf, and You agree to reimburse Text2Car promptly upon demand for the amount of any taxes, fees and charges that Text2Car pays on Your behalf.

You agree to indemnify and hold Text2Car harmless against any and all losses, liabilities, claims, damages, costs or expenses, including costs of collection, legal fees, court costs and expenses incurred by Text2Car by reason of or arising out of or relating to any failure by You to make any payments under this Agreement as and when due.

Text2Car reserves the right in its absolute discretion to suspend or terminate the Services if any charges payable by You under this Agreement are delinquent in excess of thirty days from the due date or You are otherwise in default under this Agreement. You acknowledge that such suspension or termination of Services will prevent You or, if applicable, Your customers, from tracking or locating assets equipped with a Device. You are liable for all reasonable costs associated with the collection of Your delinquent account including, without limitation, reasonable legal and court costs, to the extent not prohibited by applicable law. If Your account is placed in the hands of an outside agency for collection, You agree to pay reasonable attorney fees and collection costs, even though legal proceedings may not be filed, to the extent not prohibited by applicable law. In the event legal proceedings are filed, the amounts of such reasonable attorney fees shall be fixed by the court in which the proceeding is filed, including any appeal therein. You agree that this Agreement shall be governed by and construed in accordance with the laws of the Province of Saskatchewan. Jurisdiction and venue with respect to any claim or litigation in connection with this Agreement shall reside in the Province of Saskatchewan. Your signature (through electronic acceptance) hereto constitutes Your acknowledgment that You will submit yourself to the personal jurisdiction of the courts with jurisdiction within the Province of Saskatchewan.

DISCLOSURE OF RELATIONSHIP WITH SERVICE PROVIDERS:

You understand that the Services furnished by Text2Car depend upon services provided by third parties ("Service Providers") pursuant to agreements between such Service Providers and Text2Car and are subject to certain terms, conditions and limitations set out in such agreements. You expressly understand and agree that You have no contractual relationship whatsoever with the Service Providers and that You are not a third party beneficiary of any agreement between Text2Car and such Service Providers. In addition, You expressly agree that the agreements and terms in this section 8 shall survive the termination of this Agreement.

You understand that Text2Car and Service Provider cannot guarantee the security of data transmissions, and will not be liable for any lack of security relating to the use of the Services or the transmission of data. You further acknowledge that the Service Providers disclaim all liability of any nature to You, whether direct, indirect, incidental or consequential, arising out of use of the Services, and You agree that You shall have no claims against the Service Providers of any kind with respect thereto. You agree to indemnify Text2Car, the Third Party Providers and the Service Providers, and hold Text2Car, the Third Party Providers and the Service Providers harmless for any claims made against Text2Car, the Third Party Providers or the Service Providers, including any claims made by Your customers, if applicable, arising out of use of the Services, to the fullest extent under the law.

PROPRIETARY RIGHTS:

(a) You acknowledge and agree that Text2Car or Text2Car's Service Providers own all legal right title and interest in and to the Services, including any intellectual property rights which exist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Text2Car and that You shall not disclose such information without Text2Car's prior written consent.

(b) Unless You have agreed otherwise in writing with Text2Car, you have no right to use any of Text2Car's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

(c) You agree that You shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services. (d) Unless You have been expressly authorized to do so in writing by Text2Car, You agree that in using the Services, You will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

SOFTWARE LICENSE FROM TEXT2CAR:

Text2Car gives You a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to You by Text2Car as part of the Services (referred to as the "Software" below). This license is for the sole purpose of enabling You to use and enjoy the benefit of the Services as provided by Text2Car, in the manner permitted by this Agreement and your Service Plan. You may not (and You may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless You have been specifically told that you may do so by Text2Car, in writing. Unless Text2Car has given You specific written permission to do so, You may not assign (or grant a sub-license of) Your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of Your rights to use the Software. The Software which You use may automatically download and install updates from time to time from Text2Car. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and complete new versions. You agree to receive such updates (and permit Text2Car to deliver these to You) as part of Your use of the Services.

SECURITY; PERSONAL INFORMATION AND PRIVACY:

You agree and understand that You are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to Text2Car for all activities that occur under your account. If you become aware of any unauthorized use of Your password or of your account, You agree to notify Text2Car immediately at 1 (306) 979-8900. You agree that, in order to perform its obligations under this Agreement, Text2Car may collect personal information about You or, if applicable, Your customers, and when the Services are used, and about Your or, if applicable, Your customers' assets. You understand and agree that in conjunction with employee training, quality control and the provision of the Services, Text2Car and/or its agents or service providers may monitor the activities and location of Your or, if applicable, Your customers' assets and the usage of the Text2Car system. Further, You understand that privacy cannot be guaranteed on the Text2Car system or other systems such as those used in order to provide the Services, and Text2Car shall not be liable to You or any other third party for any claims, loss, damages or costs which may result from a lack of privacy. You consent to Text2Car using information about You and Your assets to (i) administer the Services, (ii) electronically locate Your or, if applicable, Your customers' assets equipped with a Device in conjunction with providing the Services, (iii) provide information to third party service providers, wireless carriers or other persons for the purpose of providing the Services, or in response to a subpoena or other legal process, and (iv) use and share Your information and statistics that do not include information that identifies You or, if applicable, Your clients, personally. In addition, You consent to Text2Car using information about You and Your assets including contact information and the types of Services that You purchase and use to (i) enforce the terms of this Agreement, (ii) prevent fraud and respond to regulatory and legal requirements, or in conjunction with a government inquiry, or in litigation or dispute resolution, and (iii) share information with Text2Car affiliates in conjunction with the Services and for the purpose of providing You with any promotional offers and marketing materials. You also consent and agree to the use of Your personal information to (i) administer Your account, including for credit and collections purposes, and (ii) disclose such information to Your bank or to a third party collection agency. You may obtain a copy of the full text of the Text2Car Privacy Policy Statement by contacting Text2Car's Privacy Officer. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO ADVISE ALL OCCUPANTS OR USERS OF YOUR OR, IF APPLICABLE, YOUR CUSTOMERS' ASSETS EQUIPPED WITH A DEVICE ABOUT HOW INFORMATION ABOUT THEM MAY BE COLLECTED, USED AND DISCLOSED BY TEXT2CAR.

USE OF WEBSITE:

Text2Car maintains a website that You may access in connection with Services You purchase from Text2Car or Text2Car's authorized agents. You agree that You will not use or attempt to use this website for any purpose:

1) that is any way unlawful or prohibited,

2) that transmits any unauthorized or unsolicited advertisements, solicitations, schemes, spam, flooding, or other unsolicited e-mail or unsolicited commercial communications,

3) that transmits any viruses,

4) that interferes with Text2Car's network services;

5) that attempts to gain unauthorized access to Text2Car's network services, or

6) that impairs or limits Text2Car's ability to operate this website or any other person's ability to access or use the website.

You agree that You will only access or use information related to You in accordance with the Services You purchase, and not for any illegal purposes. You agree that you will access this website at your own risk. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS WEBSITE, SERVER AND THE INTERNET GENERALLY. You understand that Text2Car cannot and does not ensure continuous access to the website. Access may be interrupted due to technical limitations, such as heavy use and server malfunctions, or other circumstances such as maintenance. Text2Car reserves the right to modify this website at any time without Your consent. YOU UNDERSTAND AND AGREE THAT TEXT2CAR WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RESULTING FROM, OR IN ANY WAY CONNECTED TO, YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON THE WEBSITE OR ANY MATERIALS, INFORMATION, PRODUCTS OR SERVICES OBTAINED OR ACCESSED THROUGH THE WEBSITE. FOR THOSE JURISDICTIONS THAT EITHER DO NOT ALLOW OR PLACE RESTRICTIONS UPON THE EXCLUSION OR LIMITATION OF DAMAGES IN CERTAIN TYPES OF AGREEMENTS, THIS LIMITATION SHALL BE CONSTRUED TO PERMIT THE MAXIMUM EXCLUSION OR LIMITATION PERMITTED BY APPLICABLE LAW. LIMITATION OF LIABILITY: Text2Car shall not be liable to You or to any other person for any loss or damage caused by the use of the Services or for any interruption of the Services, regardless of cause. In no event shall Text2Car's liability to You exceed the amount paid by You for the Services in question. Text2Car shall not be liable to You or any third party for consequential, incidental, general, special or exemplary damages, including, without limitation, loss of or damage to Your vehicles or assets or loss of profits, revenues or data, even if Text2Car has been advised of the possibility of such damages. You agree to indemnify and hold Text2Car harmless from and against any and all losses or damages caused by the use of the Services or for any interruption of the Services. No action shall be brought for any breach of this Agreement more than one year after accrual of such cause of action except by Text2Car for money due on an open account. Certain of the above limitations may not apply in some states. To the extent that any such limitations are precluded in a given state, such preclusion shall not affect any other limitations not so prohibited or precluded. NOTWITHSTANDING ANYTHING ELSE SET FORTH IN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. TEXT2CAR EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. INTERRUPTION OF SERVICES; FORCE MAJEURE: Text2Car shall have no liability for a failure to provide, or for delay in providing the Services due directly or indirectly to the Limitations of Technology or other causes beyond the control of Text2Car or its subcontractors. If Text2Car is unable to wholly or partially perform the Services because of any cause beyond its control, Text2Car may terminate this Agreement without any liability to You, other than the refund of any amounts paid for unused Services.

LIMITATIONS OF TECHNOLOGY:

You have read, understand and acknowledge the following inherent technical limitations relating to the use of the Services: (a) Wireless Network Coverage and Service. Complete coverage of the service area at all times is improbable. The existence of adverse conditions, such as short-term unpredictable meteorological effects and sky wave interference from distant stations, can interrupt the Services at times. Certain circumstances such as weather, tunnels, underground structures, terrain, high-rise buildings, enclosed or underground parking or driving areas, faulty installation, motor ignition and other electrical noises and radio signals from external sources may interfere with the Services. Text2Car utilizes wireless networks with broad coverage areas to access moving vehicles and assets. There are still areas within the service area that have not yet been included in the wireless coverage areas. Therefore, if a vehicle travels out of the available service area, communication with that vehicle is unavailable until it returns to the available service area. Also, from time to time, poor coverage areas ('holes') occur even in fully developed areas, thereby limiting system performance. Other wireless network environmental issues may affect the communications link between the Devices and the Text2Car Online System. Environmental issues may include; service interruptions, network congestion, roaming and similar access issues. (b) Global Positioning System (GPS) Drift and Urban Canyon. GPS is a satellite based positioning system providing expansive coverage throughout the world. The GPS antenna must have a direct line of sight to the satellites. If said path is impaired (e.g. underground parking lots or the shadow of tall buildings), it can affect the ability of the Services to recognize an accurate location. (c) Tampering with the Device. If the Device is tampered with, disconnected, or the Device completely removed, the functionality of the Devices and Services will be jeopardized. (d) Privacy. The Devices and Services have many complex elements and are not guaranteed against eavesdroppers, hackers, denial of service attacks, viruses or interceptors. You acknowledge and agree, and undertake to inform any users of the Devices and Services, that Text2Car and any of its Service Providers shall not be liable for any lack of privacy or security resulting from use of Text2Car products or Services. In addition, to the extent You have a privacy right in the location, characteristics, performance or operation of a vehicle equipped with a Device, You agree to voluntarily waive such right. (e) Availability of Cellular Technology/Mapping. Services are based on cellular technology which may become obsolete in the future as a result of changes in wireless technology or actions by telecom regulators with respect to cellular technology in mapping applications. In such event, Text2Car shall have no obligation to issue a refund or furnish substitute services. In addition, Text2Car assumes no responsibility for the accuracy or inaccuracy of any maps upon which the Services are based. (f) Capacity Limitation. The parties recognize that unusual concentrations of usage may occur in certain locations. Text2Car shall incur no liability for its inability to provide adequate Services hereunder arising from or related to a lack of network capacity on the equipment which results from the aforesaid usage concentration, and nothing herein shall require Text2Car to expend any capital to insure capacity for Your use of the Services.

TERM AND TERMINATION; RENEWAL:

This Agreement shall remain in full force and effect for the term of the Service Plan You purchase in connection with the purchase of any Device, and shall automatically renew. YOU agree that all annual subscriptions renew automatically until canceled by the user, with notification to be received in writing a minimum of 30 days prior to the anniversary date of the Service. Cancellation of the Service will commence on the anniversary of the last renewal date, with no refund provided for any part of the annual Service of that year. Notwithstanding the foregoing, this Agreement shall terminate immediately without liability if the authorizations held by Text2Car are revoked by the FCC, Industry Canada or any other authority governing the provision of the Services. Text2Car may terminate this agreement, including the Services, at any time following the expiration of Your initial Service Plan upon thirty (30) days' prior written notice to You.

GENERAL:

No amendment or modification hereof shall be binding upon Text2Car unless such amendment or modification is in writing signed by an authorized officer of Text2Car. If any term hereof is contrary to, prohibited by or deemed invalid under applicable laws or regulations, such term shall be deemed omitted to the extent prohibited or invalid but the remainder of these Terms and this Agreement shall not be invalidated and shall be given effect so far as possible. Any waiver of any right in, or breach of, this Agreement shall not be a continuing waiver and shall not prevent any claim of breach of the same term or any other term of this Agreement. This Agreement is fully assignable by Text2Car to any person or entity and shall inure to the benefit of such assignee or successor. You may not assign this Agreement without the prior written consent of Text2Car.

By signing (through electronic acceptance), You agree to all terms of this Agreement, including the arbitration provision under Section 17.