Terms and Conditions
System Warranty: Rear View Safety warrants to Customer that hardware and software (collectively, a “System”) supplied in accordance with an order will be free from defects in material, workmanship and design. This limited warranty is non assignable and valid for one (1) year from the date of delivery by Rear View Safety to Customer, and provided in any case that Customer notifies Rear View Safety within ninety (90) days from the Customer’s initial discovery of a defect for which the warranty is being claimed. This limited warranty does not apply in the event of (i) normal wear and tear, (ii) abuse or (iii) failure to use, update or maintain in accordance with Rear View Safety’s published specifications. Rear View Safety does not warrant that the System will operate error-free or without interruption. In no event shall Rear View Safety’s liability under this warranty exceed the amounts received by Rear View Safety from Customer for the System. Rear View Safety excludes any other express, implied or statutory warranty. At the end of the warranty period, the customer will have the ability to extend support and warranty coverage for an additional year and every year thereafter unless a product is no longer supported by Rear View Safety.
Limitation of Liability: In no event shall (i) Rear View Safety’s aggregate liability arising in connection with a System exceed the amounts received by Rear View Safety from Customer for said System; (ii) Rear View Safety be liable for lost profits, lost data, loss of savings or any consequential, special, incidental or indirect damages however caused and on any theory of liability, whether contractual or extra-contractual, in connection with a System or an order, even if Rear View Safety was advised of the possibility of such damage.
Title to System: Notwithstanding the payment in full of subscription fees, all Systems and any intellectual property rights in the System software remain the sole and exclusive property of Rear View Safety. Customer shall cooperate with Rear View Safety for any applicable registration evidencing Rear View Safety’s rights on the Systems under Customer’s possession or custody.
Recourse in the Event of Non-Payment/Breach: Rear View Safety reserves the right to: i) restrict access to, or limit the performance of, the System; and/or ii) terminate this Agreement, in the event that: 1) the invoiced fees or other charges are not paid in full when due; or 2) that Customer is otherwise in breach of this agreement and failed to remedy within 30 days.
Custody: Customer will take diligent care of the Systems in its possession or custody and will not remove Systems from its vehicles. Customer will be responsible and will indemnify Rear View Safety for any loss or damage to such Systems, normal wear and tear excepted. Upon termination for any cause, Customer shall immediately, at its cost, return all Systems to Rear View Safety, in good working order, normal wear and tear excepted, free and clear of any lien or encumbrance.
Restrictions on Use of System: Customer agrees (i) that it is prohibited from using the System to offer or resell services to third parties; (ii) to only use the System as an end-user; (iii) not to modify or reverse engineer the System or any portion thereof, (iv) to use and maintain System in compliance with the applicable user manual(s) and specifications. You may use the Service only to store, retrieve, manage, and access Your Files using the features and functionality we make available. You may not use the Service to store, transfer or distribute content of or on behalf of third parties, to operate your own file storage application or service, to operate other commercial service, or to resell any part of the Service. You are solely responsible for Your Files and for complying with all applicable copyright and other laws, including import and export control laws and regulations, and with the terms of any licenses or agreements to which you are bound. You must ensure that Your Files are free from any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Service, except to the extent that applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Service. You may not rent, lease, lend, resell, transfer, or sublicense the Service or any portion thereof to or for third parties.
Restrictions on Use of Software: Customer agrees that it possesses no rights with respect to any source code and agrees not to (i) reverse engineer, reverse assemble, decompile, or otherwise attempt to derive the source code from the Software; nor (ii) modify or otherwise prepare derivative works of the Software.
Ownership of Your Files: Except for Software we license to you, as between the parties, you retain all right, title, and interest in and to Your Files. We acquire no rights in Your Files, other than the right to host data within the Services, including the right to use and reproduce Your Files solely as necessary to provide the Services.
Use of Your Files: We will use Your Files only to provide you the Services. This use may include troubleshooting to prevent, find, and fix problems with the operation of the Services. It may also include improving features for finding and protecting against threats to users. We will not use Your Files or derive information from it for any advertising or other commercial purposes without your consent.
Third Party Requests: We will not disclose Your Files to a third party except as you direct or unless required by law. Should a third party contact us with a demand for Your Files, we will attempt to redirect the third party to request that data directly from you. As part of this effort, we may provide your basic contact information to the third party. If compelled to disclose Your Files to a third party, we will promptly notify you and provide a copy of the demand, unless legally prohibited from doing so. You are responsible for responding to requests by third parties regarding your use of the Services.
Non-Disclosure: Rear View Safety and Customer agree not to disclose information regarding each other’s operations to any third party without the express written consent of the disclosing party, the whole in accordance with the Non-Disclosure Agreement between the parties.
Quotes: All quotes contained herein are in US dollars ($) unless specified otherwise and are valid for thirty (30) days from the date hereof. Any support or maintenance, if any, is subject to separate quote and terms and conditions and hereby excluded.
Taxes, Delivery Charges and Travel Expenses: Customer shall pay all customs duties and all state, federal, provincial, or other
applicable sales, goods and services, value added and similar taxes relating to the sale of goods pursuant to a PO. Customer shall also pay all delivery charges and travel expenses where such travel expenses are evidenced by receipts.
Standard Payment Terms: Monthly subscription fees are payable to Rear View Safety on the first day of each month. 100% payable upon rendering of services. 100% payable in advance for support & maintenance contracts.
Interest: Rear View Safety shall be entitled to charge 1.5% per month (19.6% per year) in interests on any late payment.
Tracking Capability Disclosure: Customer agrees that Rear View Safety is not responsible for disclosing to Customer’s system users and employees that the System allows tracking and monitoring including geographical locations, nor for ensuring that users operate Systems with care while operating a vehicle. Customer to indemnify and hold Rear View Safety harmless from any Customer’s users or third party claims in connection with any of the foregoing.
Indemnity: Customer agrees to hold harmless and indemnify Rear View Safety, Rear View Safety’s agents and suppliers from and against any and all claims, actions, liabilities, losses, costs and expenses (including legal fees and expenses) arising from any actual or alleged death and/or injury to any person and/or damage to any property to the extent caused by the negligent acts or omissions of Customer, its employees, agents or contractors or in relation to the use of the System under Customer’s, its employees’ or subcontractors’ custody.
Amendment: We may amend the Agreement at our sole discretion by posting the revised terms in the Service. Your continued use of the Service or the Software after any amendment evidences your agreement to be bound by it.
Governing Law and Jurisdiction: This agreement shall be governed by the laws of New York State and that all disputes arising out of this agreement shall be subject to the exclusive jurisdiction of the courts of New York and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Any contractual terms or conditions set forth on a Customer PO or other document, whether or not conflicting with those set forth in this Agreement are hereby expressly rejected by Rear View Safety. Neither this Agreement nor any of the Systems may be assigned by Customer without Rear View Safety’s prior written consent.