RecovR Terms and Conditions: PLEASE READ CAREFULLY.
OpenTV, Inc., 5090 North 40th St., Suite 450, Phoenix, AZ, USA (doing business as “Kudelski IoT”) (also referred to as “we,” “us,” and/or “our”) provides a vehicle location and theft recovery service (the “Service”) that uses its theft recovery device called RecovR (“RecovR Product”) and a mobile software application that may be downloaded to your mobile device (“Mobile App”). To access the Service, you need an activated RecovR Product and the Mobile App.
Use of the Service, RecovR Product and Mobile App are subject to the following terms and conditions that collectively form the agreement (“Agreement”) between Kudelski IoT and the individual (“you” or “your”) who purchases the RecovR Product and the Service through the dealer from whom you buy or lease your Vehicle.
The purchase of the Service and RecovR Product is nonrefundable.
The purchase of the RecovR Product and the Service is not required in order to purchase or obtain financing for a motor vehicle.
BY SIGNING THIS AGREEMENT (IN PAPER OR THROUGH ELECTRONIC MEANS), YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO COMPLY WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE TO YOUR USE OF THE SERVICE, THE RECOVR PRODUCT AND THE MOBILE APP.
You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. This Agreement takes effect at the date of your purchase or lease of the Vehicle mentioned on the first page of this Agreement (the “Effective Date”).
This Agreement gives you specific legal rights. In addition, you may also have other legal rights under applicable state law. The disclaimers, exclusions, mandatory and binding arbitration, limitations of liability, indemnification, waiver of jury trial, waiver of class action under this Agreement will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of this Agreement may not apply to you.
1. Arbitration and Governing Law.
1.1. This Agreement is governed by the laws of the State of Delaware, regardless of any
conflict of law provisions.
1.2. It provides that most disputes between You and Us shall be resolved by binding
arbitration. Arbitration replaces the right to go to court.
1.3. This Arbitration Provision (“Arbitration Provision”) is a part of the terms and
conditions of this Agreement. You and We agree that, except as expressly provided
below, any and all disputes, controversies or claims of every kind or nature arising out
of or in any way related to any acts, statements or representations leading up to the
making of the terms and conditions of this Agreement, or the validity, interpretation,
performance or breach of any provision of the terms and conditions of this Agreement,
or any relationship resulting from or related to any of the foregoing (each a “Claim”)
will be resolved exclusively through mandatory binding arbitration, at the election of
either You or Us. This includes any Claim You assert against Our parent, subsidiaries,
affiliates, licensees, predecessors, successors, assigns or agents, or the employees,
directors, officers, shareholders or representatives of any of the foregoing, or any third
party providing any product or service in connection with the terms and conditions of
this Agreement or any other person, in connection with any Claim asserted against
Us. Through this Arbitration Provision, You and We waive any right You or We
might have had to bring any action, lawsuit, class action, or class arbitration, or to
participate in such as a claimant. You and We also waive any right to consolidate or
join any arbitration proceedings with the arbitration proceedings of others. You and
We also waive any right to bring a representative action or serve as a private attorney
general in arbitration or litigation in any jurisdiction where such proceedings are
permitted.
1.4. This Arbitration Provision applies from the Effective Date. You and We acknowledge
that this Agreement and the underlying transaction involve interstate commerce and
that this Arbitration Provision is therefore governed by and enforceable under the
Federal Arbitration Act, 9 U.S.C. § 1, et seq., and any amendments thereto.
1.5. This Arbitration Provision will not apply to any Claim that is brought by You or Us
as an individual (non-class) action in a small claims court, so long as the Claim is not
amended to seek an amount in excess of the jurisdiction of the small claims court or
to request a jury trial or relief on behalf of a class of claimants.
1.6. Any arbitration will be administered by the American Arbitration Association
(“AAA”), telephone 1-800-778-7879 (toll free), www.adr.org, or such other nationally
recognized arbitration process or organization mutually agreed upon by You and Us.
The arbitration will be conducted pursuant to the rules of the AAA or such other
nationally recognized arbitration process or organization mutually agreed upon by
You and Us, as applicable, in effect at the time the arbitration is commenced
(hereinafter “the Rules”). To the extent the Rules are inconsistent with this
Arbitration Provision, this Arbitration Provision will control.
Arbitrators shall not have the power to award damages or other relief to a class of
claimants, or to consolidate any Claim of any other person or entity with any Claim
of You or Us except as expressly provided above in this Arbitration Provision or to
award damages or relief to or for the benefit of any person or entity that is not a party
to the arbitration.
1.7. You and We will each pay our own attorney’s fees and other costs of arbitration,
except as otherwise provided under applicable law or the Rules. The arbitrator’s fees
will be allocated between You and Us in accordance with the Rules.
1.8. This Arbitration Provision will survive the completion or termination of this
Agreement. If any portion of this Arbitration Provision is deemed invalid or
unenforceable, the remaining portion will nevertheless remain in force, except that if
a court or arbitrator should determine that the provision hereof that there will be no
class arbitration and/or no consolidation of the claims of others in the arbitration
between You and Us is not enforceable, and that determination is affirmed should
there be any appeal thereof, then this entire Arbitration Provision will be
unenforceable.
2. Your Registration and Account Information
2.1. You represent and warrant that all required registration information you submit to Us
is truthful and accurate. You agree to promptly notify Us of any updates to the
information that you have submitted.
2.2. To access the Service, you must have a valid email address and create only one account
per email address. You may not select as your User ID a name that you do not have
the right to use, or another person’s name with the intent to impersonate that person.
You are responsible for maintaining the confidentiality of your account login
information, including keeping your password secure. If you suspect or become aware
of a breach of your account, or breach of the security of your account, or unauthorized
use of your account, you agree to notify us immediately. OpenTV, Inc. is not liable for
any loss or damage arising from your failure to comply with the above requirements.
2.3. You are responsible for all activities that occur under your account, regardless of
whether the activities are undertaken by you or others authorized by you, including
your guests, family members, employees, agents, contractors or other third parties
(each, an “Authorized User”).. You will ensure that all Authorized Users comply with
your obligations under this Agreement and that the terms of your agreement with each
Authorized User are consistent with this Agreement. We are not responsible for
unauthorized access to your account, except in cases where We are grossly negligent.
2.4. All requests for technical support should be submitted by email via
[email protected]. We will use our reasonable efforts to respond to all
support requests, but we may prioritize requests where bug fixes and error corrections
are available.
3. Consent and Notice to Other Parties.
3.1. If you are under 18, you may use the RecovR Product, Service and Mobile App only
with the consent and under the supervision of a parent or legal guardian who agrees
to be bound by this Agreement. If you are a parent or legal guardian of a user under
the age of 18, and you consent to these terms on behalf of the minor user, you are fully
responsible for the acts of such user in relation to the RecovR Product, Service and
Mobile App.
3.2. If you authorize a third party to use your Vehicle equipped with the RecovR Product
(collectively, “Other Parties”), you agree to notify those Other Parties that your
Vehicle location may be accessed through the Service and Mobile App. It is your
responsibility to obtain any approvals, permissions, consents and authorizations from
those Other Parties that may be required under law.
4. Sale or Transfer of Your Vehicle to a Third Party
4.1. If You sell or transfer Your Vehicle to a private individual (“Transferee”) during the
Service Term, the Service is eligible for a one-time transfer to the Transferee, provided
that the Service is active at the time of the sale or transfer of Your Vehicle. The Service
may not be transferred to a vehicle dealer, wholesaler or other person or entity that
sells vehicles commercially.
4.2. If You sell Your Vehicle during the Service Term (as mentioned on page 1 of this
Agreement), You agree to notify the transferee (whether or not the transferee is a
private individual) that the Vehicle is equipped with the RecovR Product and to notify
Us of the sale or transfer of the Vehicle within thirty (30) days of the date of sale or
transfer of the Vehicle.
4.3. Your notification shall be sent by email to [email protected] and shall
include the following information:
• The Effective Date of this Agreement mentioned on page 1;
• Your name, address and telephone number;
• VIN number of Your Vehicle; and
• the date of the sale or transfer of the Vehicle.
Upon receipt of Your notification, We will deactivate the RecovR Product and Your
access to the Service.
4.4. To be eligible to use the Service for the remaining period of the Service Term, the
Transferee must contact Us by email at [email protected] within thirty (30)
days of the date of the sale or transfer of the Vehicle and include the following
information:
Transferee’s name, address, telephone number and email address;
VIN number of the Vehicle; and
the date of the sale or transfer of the Vehicle.
Upon receipt of the Transferee’s notification including the required information, We
will:
• Send the terms and conditions of use of the Service, RecovR Product and Mobile App
(mentioning the remaining period of the Service Term) for acceptance and execution
(“Transferred Agreement”)
It provides that most disputes between You and Us shall be resolved by binding arbitration. Arbitration replaces the right to go to court.
This Arbitration Provision (“Arbitration Provision”) is a part of the terms and conditions of this Agreement. You and We agree that, except as expressly provided below, any and all disputes, controversies or claims of every kind or nature arising out of or in any way related to any acts, statements or representations leading up to the making of the terms and conditions of this Agreement, or the validity, interpretation, performance or breach of any provision of the terms and conditions of this Agreement, or any relationship resulting from or related to any of the foregoing (each a “Claim”) will be resolved exclusively through mandatory binding arbitration, at the election of either You or Us. This includes any Claim You assert against Our parent, subsidiaries, affiliates, licensees, predecessors, successors, assigns or agents, or the employees, directors, officers, shareholders or representatives of any of the foregoing, or any third party providing any product or service in connection with the terms and conditions of this Agreement or any other person, in connection with any Claim asserted against Us. Through this Arbitration Provision, You and We waive any right You or We might have had to bring any action, lawsuit, class action, or class arbitration, or to participate in such as a claimant. You and We also waive any right to consolidate or join any arbitration proceedings with the arbitration proceedings of others. You and We also waive any right to bring a representative action or serve as a private attorney general in arbitration or litigation in any jurisdiction where such proceedings are permitted.
This Arbitration Provision applies from the Effective Date. You and We acknowledge that this Agreement and the underlying transaction involve interstate commerce and that this Arbitration Provision is therefore governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and any amendments thereto.
This Arbitration Provision will not apply to any Claim that is brought by You or Us as an individual (non-class) action in a small claims court, so long as the Claim is not amended to seek an amount in excess of the jurisdiction of the small claims court or to request a jury trial or relief on behalf of a class of claimants.
Any arbitration will be administered by the American Arbitration Association (“AAA”), telephone 1-800-778-7879 (toll free), www.adr.org, or such other nationally recognized arbitration process or organization mutually agreed upon by You and Us. The arbitration will be conducted pursuant to the rules of the AAA or such other nationally recognized arbitration process or organization mutually agreed upon by You and Us, as applicable, in effect at the time the arbitration is commenced (hereinafter “the Rules”). To the extent the Rules are inconsistent with this Arbitration Provision, this Arbitration Provision will control.
Arbitrators shall not have the power to award damages or other relief to a class of claimants, or to consolidate any Claim of any other person or entity with any Claim of You or Us except as expressly provided above in this Arbitration Provision or to award damages or relief to or for the benefit of any person or entity that is not a party to the arbitration.
You and We will each pay our own attorney’s fees and other costs of arbitration, except as otherwise provided under applicable law or the Rules. The arbitrator’s fees will be allocated between You and Us in accordance with the Rules.
This Arbitration Provision will survive the completion or termination of this Agreement. If any portion of this Arbitration Provision is deemed invalid or unenforceable, the remaining portion will nevertheless remain in force, except that if a court or arbitrator should determine that the provision hereof that there will be no class arbitration and/or no consolidation of the claims of others in the arbitration between You and Us is not enforceable, and that determination is affirmed should there be any appeal thereof, then this entire Arbitration Provision will be unenforceable.
5. Your Registration and Account Information
You represent and warrant that all required registration information you submit to Us is truthful and accurate. You agree to promptly notify Us of any updates to the information that you have submitted.
To access the Service, you must have a valid email address and create only one account per email address. You may not select as your User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You are responsible for maintaining the confidentiality of your account login information, including keeping your password secure. If you suspect or become aware of a breach of your account, or breach of the security of your account, or unauthorized use of your account, you agree to notify us immediately. OpenTV, Inc. is not liable for any loss or damage arising from your failure to comply with the above requirements.
You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you or others authorized by you, including your guests, family members, employees, agents, contractors or other third parties (each, an “Authorized User”).. You will ensure that all Authorized Users comply with your obligations under this Agreement and that the terms of your agreement with each Authorized User are consistent with this Agreement. We are not responsible for unauthorized access to your account, except in cases where We are grossly negligent.
All requests for technical support should be submitted by email via [email protected]. We will use our reasonable efforts to respond to all support requests, but we may prioritize requests where bug fixes and error corrections are available.
6. Consent and Notice to Other Parties.
If you are under 18, you may use the RecovR Product, Service and Mobile App only with the consent and under the supervision of a parent or legal guardian who agrees to be bound by this Agreement. If you are a parent or legal guardian of a user under the age of 18, and you consent to these terms on behalf of the minor user, you are fully responsible for the acts of such user in relation to the RecovR Product, Service and Mobile App.
If you authorize a third party to use your Vehicle equipped with the RecovR Product (collectively, “Other Parties”), you agree to notify those Other Parties that your Vehicle location may be accessed through the Service and Mobile App. It is your responsibility to obtain any approvals, permissions, consents and authorizations from those Other Parties that may be required under law.
Sale or Transfer of Your Vehicle to a Third Party
If You sell or transfer Your Vehicle to a private individual (“Transferee”) during the Service Term, the Service is eligible for a one-time transfer to the Transferee, provided that the Service is active at the time of the sale or transfer of Your Vehicle. The Service may not be transferred to a vehicle dealer, wholesaler or other person or entity that sells vehicles commercially.
If You sell Your Vehicle during the Service Term (as mentioned on page 1 of this Agreement), You agree to notify the transferee (whether or not the transferee is a private individual) that the Vehicle is equipped with the RecovR Product and to notify Us of the sale or transfer of the Vehicle within thirty (30) days of the date of sale or transfer of the Vehicle.
Your notification shall be sent by email to [email protected] and shall include the following information:
The Effective Date of this Agreement mentioned on page 1;
Your name, address and telephone number;
VIN number of Your Vehicle; and
the date of the sale or transfer of the Vehicle.
Upon receipt of Your notification, We will deactivate the RecovR Product and Your access to the Service.
To be eligible to use the Service for the remaining period of the Service Term, the Transferee must contact Us by email at [email protected] within thirty (30) days of the date of the sale or transfer of the Vehicle and include the following information:
Transferee’s name, address, telephone number and email address;
VIN number of the Vehicle; and
the date of the sale or transfer of the Vehicle.
Upon receipt of the Transferee’s notification including the required information, We will:
Send the terms and conditions of use of the Service, RecovR Product and Mobile App (mentioning the remaining period of the Service Term) for acceptance and execution (“Transferred Agreement”).
Upon receipt from the Transferee of the executed Transferred Agreement, We will:
Activate the RecovR Product for the Transferee for the remaining period of the Service Term mentioned on the first page of this Agreement.
The Service may be transferred only once during the Service Term.
7. Data Privacy.
You understand and acknowledge that in order to provide the Service and perform its obligations under this Agreement, Kudelski IoT will collect personal information about You and the Vehicle including (but not limited to) the location of the Vehicle. In order to download the Mobile App and use the Service, You must review and agree to the Kudelski IoT Privacy Notice (“Privacy Notice”). For information about privacy matters, you may refer to the Privacy Notice at https://intercom.help/Kudelski/en/articles/5141831-car-owner-privacy-notice and/or contact Us by email at [email protected] or by phone at 833-255-9557.
8. WARRANTIES.
Limited Warranty (RecovR Product).
Kudelski IoT warrants to You, as the original purchaser, that the RecovR Product will be free from defects in workmanship, and materials under normal use (“Defects”) for a period corresponding to the Service Term specified in page 1 of this Agreement (“Limited Warranty Period”). During the Limited Warranty Period the RecovR Product will be repaired or replaced at Kudelski IoT’s choice (“Limited Warranty”) without charge to You for either parts and/or labor.
Exclusions: This Limited Warranty does not cover damage caused by normal wear and tear or as a result of the RecovR Product being installed, opened or repaired by someone not authorized by Kudelski IoT, and does not cover damage caused by: misuse, moisture, liquids, proximity or exposure to heat and accident, abuse, non-compliance with the instructions supplied with the RecovR Product, neglect or misapplication. The Limited Warranty does not cover cosmetic damage to the RecovR Product.
Claims Process: In order to make a claim under the Limited Warranty, You must contact Kudelski IoT at 833-255-9957 or contact us by email at [email protected] during the Limited Warranty Period to explain the Defect. Kudelski IoT will troubleshoot the matter, and in the event Kudelski IoT is unable to resolve the issue, Kudelski IoT shall issue a Return Materials Authorization (“RMA”) number, if necessary. Upon receipt of the RMA, You shall arrange to have the defective RecovR Product returned to Kudelski IoT. Kudelski IoT shall be responsible for replacement and installation of the replacement RecovR Product. Within thirty (30) days of Kudelski IoT’s issuance of an RMA, Kudelski IoT shall deactivate the defective RecovR Product and activate the replacement RecovR Product. Replacement of a defective RecovR Product does not restart or extend the Limited Warranty Period.
DISCLAIMER: If any part of this Limited Warranty is held to be invalid or unenforceable, the remainder of the Limited Warranty shall nonetheless remain in full force and effect. If applicable law requires any implied warranties with respect to the RecovR Product, all such warranties are limited in duration to the duration of the Limited Warranty Period. Some states and/or jurisdictions do not allow limitations on how long an implied warranty lasts, so the above may not apply to You. This Limited Warranty gives You specific legal rights, and You may also have other rights under applicable state law.
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 6.1, THE RECOVR PRODUCT, MOBILE APP AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE RECOVR PRODUCT, MOBILE APP AND/OR SERVICE OFFERINGS, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, AND (III) THAT THE RECOVR PRODUCT, MOBILE APP AND SERVICE WILL BE UNINTERRUPTED, ERROR FREE, ACCURATE, RELIABLE, OR FREE OF HARMFUL COMPONENTS.
You shall not directly or indirectly (i) attempt to interfere with or disrupt the integrity or performance of the RecovR Product, Mobile App or Service or any component/element therein, (ii) reverse engineer, decompile, disassemble the RecovR Product or Mobile App or otherwise use the RecovR Product, Mobile App or Service to attempt to discover any such software source code, object code, structure, hardware design, algorithms, ideas or underlying information, (iii) modify, translate, reproduce or create derivative works based on the RecovR Product or Mobile App, (iv) remove any proprietary rights notices from the RecovR Product or Mobile App or (iv) use the RecovR Product, Mobile App or Service for unlawful purposes. ANY VIOLATION OF THIS SECTION 6.3 BY YOU SHALL VOID THE WARRANTY SET FORTH IN SECTION 6.1 OF THIS AGREEMENT.
9. Software License.
Limited License. Kudelski IoT grants You a limited personal, worldwide, non-assignable, non-transferable, and non-exclusive license to use the software embedded in the Mobile App and the software embedded in the RecovR Product (“Software”) provided to You by Kudelski IoT as part of the Service. This license is for the sole purpose of enabling You to use the RecovR Product and Service as provided by Kudelski IoT and in the manner permitted by this Agreement. You agree not to access (or attempt to access) any of the RecovR Product or Service by any means other than through the Mobile App. You agree that You will not engage in activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).
Updates. The Software which You use may from time to time automatically download and install updates from Kudelski IoT. These updates are designed to improve, enhance and further develop the Service 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 Kudelski IoT to deliver these to You) as part of Your use of the Mobile App and the Service.
10. No Monitoring Services.
The RecovR Product, Service and Mobile App are not intended to be an emergency notification system (e.g. 911), emergency service provider, or lifesaving solution for individuals at their home, places of employment, or otherwise. We do not monitor the RecovR Product, Service or Mobile App for any emergency notifications and will not dispatch emergency authorities in the event of an emergency. We make no warranties, representations or promises of any kind that the use of the RecovR Product, Service or Mobile App will provide, affect or increase any level of safety. You acknowledge that the RecovR Product, Service and Mobile App are not intended to provide any guaranteed level of reliability and are not a substitute for a third-party monitored emergency notification system. We cannot and do not guarantee that you will receive notifications in any given timeframe or at all. All life threatening, safety and emergency events should be directed to the appropriate emergency response services.
IF YOU EXPERIENCE AN EMERGENCY, YOU SHOULD IMMEDIATELY CONTACT THE POLICE, FIRE DEPARTMENT, 911, OR APPROPRIATE EMERGENCY RESPONSE SERVICE.
11. Third-Party Providers.
You understand that the RecovR Product, Service and Mobile App furnished by Kudelski IoT depend upon services provided by third parties (“Service Providers“) pursuant to agreements between such Service Providers and Kudelski IoT. You expressly understand and agree that (i) Kudelski IoT may share information about You and/or the Vehicle with the Service Providers to the extent necessary to provide You with the RecovR Product and the Service under this Agreement and (ii) You have no contractual relationship whatsoever with the Service Providers and are not a third-party beneficiary of any agreement between Kudelski IoT and such Service Providers.
12. Connectivity Service
The RecovR Product incorporates data connectivity services (“Connectivity Services”) provided by a third-party provider (“Connectivity Service Provider”). Mobile voice will not be provided. The Connectivity Service Provider will take all reasonable steps to make the Connectivity Services available to Kudelski IoT and its customers at all times, contingent upon its ability to maintain necessary licenses or permissions and its network capacity and connection availability. Kudelski IoT’s responsibility in respect of the Connectivity Services shall be limited to the terms and conditions provided by the Connectivity Service Provider, as expressly set forth in this Article 10:
The Connectivity Service Provider does not warrant or guarantee fault free Connectivity Services and gives no warranties or guarantees as to network coverage, quality or availability. In the event of a fault that impacts the Connectivity Services, upon becoming aware of the fault or upon receipt of notice of the existence of such a fault by Kudelski IoT, the Connectivity Service Provider shall use reasonable efforts to promptly correct the fault.
The Connectivity Service Provider reserves the right to choose its network operators and technology partners as it deems appropriate and to provide access to the Connectivity Services in any manner it may deem in the best interest of its business requirements.
You acknowledge that the Connectivity Services are not a suitable way to contact emergency services and if used where there is no wireless signal or wireless service, it is highly probable the communication will not go through and the RecovR Product and Services will not operate.
From time to time, the Connectivity Service Provider may be required to upgrade, modify or undertake maintenance impacting the Connectivity Services. On such occasions, the Connectivity Services may be temporarily unavailable; however, the Connectivity Service Provider will endeavor to keep such disruption to a minimum.
The Connectivity Service Provider reserves the right to suspend, in a proportionate and corresponding manner, the Connectivity Services, or the Connectivity Services to Kudelski IoT and/or You, as appropriate, without giving notice where:
the Connectivity Service Provider has reason to believe that You are making fraudulent use, excessive usage or other use that is in breach of your obligations under this Agreement;
the Connectivity Service Provider is notified that the SIM card or device containing an eSIM Profile licensed to You is lost or stolen, in which event, the Connectivity Service Provider shall be obligated to suspend the Connectivity Services associated with that SIM.
the Connectivity Service Provider is obliged to comply with an order, instruction or request of any government, regulatory, or emergency services organization, its contractual obligations with its suppliers or other competent administrative authority;
in order to urgently prevent damage or degradation of its or its contracting party's network integrity which may be caused by You or anyone using Your access;
there is an emergency or for security reasons; and
Connectivity Service Provider may at its discretion bar or disconnect a SIM if Connectivity Service Provider has noticed any form of fraudulent use.
The Connectivity Service Provider may monitor the Services and disclose information gained from such monitoring in order to satisfy any law, regulation or other governmental request, to operate and administer the Connectivity Services, or to protect the Connectivity Service Provider or its other customers, except that such monitoring or disclosure shall not be in breach of any applicable law, rules or regulations, in relation to data protection, or otherwise.
Your use of the Connectivity Services is subject to the Connectivity Service Provider’s Acceptable Use Policy, Privacy Policy and Fair Usage Policy. A copy of each of those policies is available on the website https://www.truphone.com/legal/ . The Connectivity Service Provider reserves the right to make changes to these policies, with any such changes being reflected on their website. Any use of the Connectivity Services in contravention of these policies will entitle Kudelski IoT to terminate the corresponding Connectivity Services to you.
13. Term; Termination.
The term of this Agreement starts on the Effective Date and remains in effect for the duration of the Service Term mentioned on page 1 of this Agreement, unless earlier terminated in accordance with this Agreement.
You may terminate this Agreement by contacting us by email via [email protected] and indicating that You wish to terminate the Service. We may terminate your right to access or use the RecovR Product or Service, without notice, or terminate this Agreement if You have used the Service or RecovR Product in violation of this Agreement, including any incorporated terms or conditions. Otherwise, your right to access or use the RecovR Product or Service, will terminate upon the expiration of the Service Term mentioned on page 1 of this Agreement.
Upon termination, all of your rights under this Agreement immediately terminate and the RecovR Product will be deactivated.
14. Indemnification.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees arising out of or relating to any third-party claim) concerning: (a) Your or any Authorized User’s use of the RecovR Product and Service; (b) breach of this Agreement or violation of applicable law by you, or by an Authorized User; or (c) a dispute between you and any Authorized User.
15. Limitations of Liability.
WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF USE OF YOUR VEHICLE IN THE EVENT THE RECOVR PRODUCT IS UNABLE TO LOCATE YOUR VEHICLE), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID FOR THE SERVICE, RECOVR PRODUCT AND MOBILE APP. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
16. Assignment.
You will not assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement, without our express prior written consent. Any assignment or transfer in violation of this section will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
17. Entire Agreement.
This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Us and You, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement.
18. Force Majeure.
We are not liable for failure to fulfill our obligations under this Agreement due to causes beyond our reasonable control (for example, acts of nature, operational disruptions, man-made or natural disasters, epidemic or pandemic public health crises, electrical or power failures or interruptions, riots, strikes, internet or telecommunication interruptions, acts of terrorism or war).
19. Trademarks.
RecovR, the RecovR logo and KUDELSKI are trademarks or registered trademarks owned by Us or our Affiliates.
20. No Third-Party Beneficiaries.
This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
21. Notice.
To You. We may provide any notice to you under this Agreement by: (i) sending a message to the email address associated with your account ; or (ii) notifying You via the Mobile App. Notices we provides by email or through the Mobile App will be effective when we send the email or the message on the Mobile App. It is your responsibility to keep your email address current.
To Us. To give us notice under this Agreement, you must contact us by personal delivery, overnight courier or registered or certified mail to this mailing address: OpenTV, Inc., Attn: RecovR Legal, 5090 N. 40th Street, Suite 450, Phoenix, Arizona 85018. We may update this address by Notice to You provided in accordance with this Section 19.
22. No Waivers.
The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
23. Severability.
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the intent of the remaining portions. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
24. Headings.
Headings in this Agreement are for reference purposes only and are not to be interpreted as being part of this Agreement.
25. Electronic Acceptance of Agreement.
The Parties agree that an electronic acceptance of this Agreement is legally valid, effective, and enforceable.