TELEMATICS AGREEMENT (rev. 11/4/2020)
Your Autocar truck may be equipped with a telematics device (the “Telematics Device”) that will generate data about your truck, including but not limited to data reflecting location, usage, operational metrics or issues, and potential maintenance needs (“Telematics Data”). In signing up for an Autocar account and by using an Autocar truck equipped with a Telematics Device or by having a telematics device installed into an Autocar truck, you consent that Autocar, LLC and its affiliates (“Autocar”) may do the following with the Telematics Device and the Telematics Data collected by an Autocar truck you own or drive.
- Consent to Collect, Use, and Store Telematics Data. You consent that Autocar may do the following with the Telematics Data collected by the Telematics Device:
- Autocar may transmit the Telematics Data to a server controlled by Autocar or Autocar’s service provider.
- Autocar may share the Telematics Data with its service providers, affiliates, and partners.
- Autocar may use the Telematics Data to provide truck-specific information and recommendations to you regarding your truck equipped with a Telematics Device.
- Autocar may use the Telematics Data to provide you technical support, for analysis and continuous engineering or operational improvement, and to produce anonymized, aggregated statistics regarding your truck equipped with the Telematics Device.
- Autocar may share and publish anonymized Telematics Data obtained from the Telematics Device installed on your truck. Autocar may provide copies of any such reports to you.
- Autocar may use and store the Telematics Data in perpetuity, subject to any restrictions pursuant to any applicable federal, state, or local law, rule, or regulation.
- At this time, Autocar does not sell the Telematics Data. Autocar reserves the right in the future to sell the Telematics Data in anonymized or individual format in compliance with the applicable federal, state or local laws, rules or regulations.
- Access to Telematics Data.
- You may access to the Telematics Data generated by the Telematics Device installed in your truck. Such access will be through a portal accessible through Autocar’s website located at <www.autocartruck.com>. You must sign up for and maintain an account through the Autocar website to access the Telematics Data.
- You, in your sole discretion, may or may not access and review the Telematics Data.
- Autocar has no duty or obligation to inform you about any Telematics Data, or to take any action relating to any Telematics Data, including, but not limited to, informing you about any maintenance, performance, safety, or regulatory issues relating to your truck on which the Telematics Device is installed.
- You shall obtain the express written consent of all individuals who drive the truck in which your Telematics Device is installed that Autocar may collect, store, and use the Telematics Data as set forth in Paragraph 1. This consent shall be obtained by requiring any such individual to register for an account through the Autocar website to access the Telematics Data. If an individual does not provide such written consent, you shall not permit such individual to drive your truck in which the Telematics Device is installed.
- Ownership of Telematics Device.
- You own the Telematics Device installed in your Autocar truck. You shall not attempt to reverse engineer the Telematics Device, nor shall you circumvent or attempt to circumvent any technological measures in the Telematics Device designed to prevent the illegal usage of software incorporated into the Telematics Device. Autocar shall not be responsible to maintain or repair Telematics Device that have been damaged on account of intentional or grossly negligent actions by you, your employees, or any authorized drivers of your Autocar truck.
- Installation, maintenance, and removal of a Telematics Device requires technical expertise, additional equipment, and/or modifications to your Autocar truck. Attempting to install, maintain, or remove a Telematics Device without adequate knowledge of the Telematics Device, or adequate knowledge of proper installation, configuration, servicing, repair, or removal procedures, may result in damage to the Telematics Device or your vehicle, which may cause malfunctions of vehicle controls or vehicular environmental systems and result in personal injury. You understand that any such activities not performed by an authorized Autocar reseller or installer will be at your sole risk, and Autocar shall have no liability to you relating to your installation, maintenance, or removal of a Telematics Device without the assistance of an authorized Autocar installer.
- Updates to Telematics Device. Autocar may improve the Telematics Device and may, from time to time, cause software updates for the Telematics Device to be installed automatically with or without prior notification to you or provide access to updates through our website. You hereby consent to such automatic installations in the Telematics Device. Any updates to the Telematics Device may change the Telematics Data collected by the Telematics Device. You hereby consent to Autocar’s collection of Telematics Data by any updated Telematics Device. Autocar has no obligation to inform you about any updates to the Telematics Device, or any changes to the Telematics Data collected by the Telematics Device on account of any updates to the Telematics Device, except as required by any applicable rule, law, or regulation.
- Ownership of Telematics Data. You shall own all the Telematics Data collected and generated by the Telematics Device installed in your truck.
- License. You hereby grant to Autocar a non-exclusive, worldwide, royalty-free, perpetual, transferrable, and assignable license to collect, use, store, and otherwise exploit the Telematics Data in any manner that complies with any applicable federal, state, or local law, rule, or regulation.
- Fees. The purchase of an Autocar truck may include a period during which the Autocar telematics services will be provided free of charge to you. At the end of the time period, you may be given the opportunity to continue the Autocar telematics service at your expense. In that case, the terms and pricing of that service will be set forth in a separate agreement. If you decide not to continue to receive telematics services, unless you opt out of the services as set forth below, Autocar may continue to collect and use the Telematics Data as described above at its own expense, subject to local, state, and federal laws, rules, and regulations, unless you submit an Autocar Solutions Ticket through the Autocar website expressly instructing Autocar to stop or limit its collection and/or use of the Telematics Data.
- Sale or Transfer of Truck. If you sell or transfer to another party the Autocar truck equipped with a Telematics Device, you shall inform that party of the Telematics Device installed into this truck, and that the purchasing or acquiring party must contact Autocar to enter into a separate agreement with Autocar regarding the Telematics Data, which can be done by signing up for and maintaining an account through the Autocar website to access the Telematics Data.
- Intellectual Property.
- The Telematics Device are protected by intellectual property rights owned by Autocar and its partners, which may include copyrights, patents, trade secrets, trade dress, trademarks, and know-how (the “Telematics Device Intellectual Property”). Notwithstanding anything to the contrary in this Telematics Agreement, all right, title and interest to the Telematics Device Intellectual Property shall remain exclusively owned by Autocar, its partners, and its licensors. You shall not remove or attempt to remove any marks, labels, or any other designations of source from the Telematics Device.
- Autocar grants you a limited, revocable, non-exclusive, right to use the Telematics Device Intellectual Property for only the express purpose of this Telematics Agreement, on the condition and so long as you comply with all terms and conditions of this Telematics Agreement.
- Warranties and Disclaimer.
- Autocar Warranties. Autocar represents and warrants to you that: (i) Autocar has the power and authority to enter into and perform its obligations under this Agreement; (ii) Autocar’s performance of its obligations hereunder will not violate and Autocar will abide by all applicable federal state and local laws, rules, regulations, and ordinances; (iii) Autocar is unaware that the Telematics Device actually violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and (iv) Autocar owns all proprietary or intellectual property rights therein, or has express written authorization from any owner thereof to copy, use, and license to Autocar, such proprietary or intellectual property rights for the purposes of this Agreement.
- Your Warranties. You represent and warrant to Autocar that: (i) you have the power and authority to enter into and perform your obligations under this Agreement; (ii) your performance of its obligations hereunder will not violate and you will abide by all applicable federal state and local laws, rules, regulations, and ordinances; and (iii) you have or will obtain the written consent of all drivers of the truck in which the Telematics Device is installed that Autocar may collect and use the Telematics Data.
- Disclaimer of Warranties. Autocar does not warrant that: (i) the collection of or access to the Telematics Data will be uninterrupted, error-free, or completely secure; (ii) the Telematics Device will be uninterrupted, error-free, or fully operational; or (iii) the operations of your truck will be without defects, outside of any separate warranty that Autocar may have with you relating to the truck.
- Limitation of Liability. IN NO EVENT SHALL AUTOCAR BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF AUTOCAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL AUTOCAR BE LIABLE TO YOU FOR ANY ACTIONS (OR LACK OF ACTIONS) THAT YOU, YOUR EMPLOYEES, AGENTS, CONTRACTORS, OR ANY OTHER PARTY DRIVING OR WORKING WITH THE TRUCK IN WHICH A TELEMATICS DEVICE IS INSTALLED MAY TAKE CONCERNING OR RELATING TO THE TELEMATICS DATA.
- Indemnification. You shall indemnify, defend, and hold harmless Autocar and its officers, directors, employees, and agents from and against any liabilities, damages, costs, fees and expenses that Autocar may incur as a result of claim that arises from your breach of your Warranties or any other obligation as set forth in this Telematics Agreement.
- Assignment. You may not assign or transfer this Telematics Agreement or any of your rights or duties under this Telematics Agreement, and any such transfer or assignment will be deemed null and void unless Autocar agrees to this assignment or transfer in writing before it takes place.
- Autocar reserves the right to terminate this Telematics Agreement in whole or in part with or without notice if: (a) you materially breach or otherwise materially fail to comply with any provision of this Telematics Agreement; (b) we determine that any registration information you submit or any update thereof is not true, accurate, complete or current; (c) you become insolvent or bankrupt; (d) you reorganize your business, make an assignment under or otherwise take advantage as a debtor of, bankruptcy or insolvency laws, including having a trustee or receiver appointed; (e) any steps are taken to wind up or otherwise terminate your existence as a legal entity; or (f) you cease operating your business. Upon any termination of this Telematics Agreement, any and all rights granted to you under this Agreement shall immediately cease.
- Jurisdiction and Choice of Law. Any action to enforce this Agreement shall be brought in federal or state court in Birmingham, Alabama. This Agreement shall be governed by, construed, interpreted, and enforced in accordance with the laws of the State of Alabama, without regard to its choice of law provisions.
- No Waiver. The failure of any party to enforce any of the provisions of this Telematics Agreement shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
- Savings Clause. In the event that any term, condition, or covenant in this Telematics Agreement is held to be invalid, such invalidity shall not affect the validity and enforceability of any other term, condition or covenant contained herein, which other terms shall remain in full force and effect. The provisions of this Agreement are for that purpose deemed to be severable.
- This Telematics Agreement may be updated from time to time, at Autocar’s sole discretion. Autocar will provide you reasonable notice of any such updates to this Telematics Agreement.