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MDMtoGO Inc. Terms and Conditions 

 

Effective Date: October 6, 2023 

 

These Terms and Conditions (“Terms”) govern your use of our website (the “Site”), our hardware products (“Products”), our software solutions made available as part of the Products or otherwise, and any other services provided to you in connection with these Terms, as well as any content or information provided as part of such Products, software solutions, services, or the Site (the Site, Products, software solutions, and other services are hereinafter collectively referred to as the “Services”), which are owned or operated by MDMtoGO Inc. (“MDMtoGO”, “we”, “our”, or “us”). 

 

Our Privacy Policy, available at www.mdmtogo.com/privacy-policy, is incorporated by reference into these Terms. Please read these Terms and the Privacy Policy carefully before you access the Services, as these Terms form a binding legal agreement between you and MDMtoGO. 

 

These Terms may apply to you individually, the business, or other legal entity user you represent, or both. If you are using the Site or Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into these Terms on behalf of such entity. By accessing, registering for, or using the Services, or entering into an ordering document incorporating these Terms, you: (1) acknowledge that you have read and understand these Terms; (2) agree to be bound by them in their entirety, and (3) are entering into a legally binding agreement with us. As used in these Terms and unless separately identified as applicable to either an individual or entity, “Customer”, “you”, and “your” refer to both you individually and the entity on behalf of which you are entering into these Terms. 

 

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICES. YOUR USE OF OUR SERVICES REQUIRES YOUR ACCEPTANCE OF THESE TERMS AS THEY MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES INCORPORATED BY REFERENCE HEREIN, WHICH INCLUDES THE MDMTOGO PRIVACY POLICY. 

MDMtoGO Inc. Software/Service License/EULA 

 

  1. Overview of Services; Supplemental Terms; Changes.

 

1.1. Overview of Services. MDMtoGO Inc. provides comprehensive fleet management solutions, encompassing both hardware and software offerings. The Services comprise the Products, software (including hosted/SaaS software and software integrated within the Products), and additional services ordered by you pursuant to an ordering document or other agreement, and made available by us. “Product(s)” refers to MDMtoGO Inc.’s proprietary and licensed products outlined in the ordering document incorporating these Terms, which may include solutions such as MDMtoGO Fleet, MDMtoGO Elogs, add-on packages, and all related support documentation, whether in electronic or other mediums or formats. 

 

1.2. Supplemental Terms. In addition to these Terms, the following terms may also apply as applicable: 

 

1.2.1. Hardware Products. For any hardware Products purchased (e.g., dashcams, etc.), the terms set forth in the Product Hardware Schedule will apply. This schedule also outlines certain early termination fees and responsibilities related to the loss or damage of Products. 

 

1.2.2. Roadside Service. If you receive Roadside Service, the Roadside Services Schedule will apply. 

 

1.2.3. Field Service Management (FSM) Software; Third-party Payment Services. Access to FSM software requires licenses for both field and back-office users. Furthermore, FSM software may provide access to third-party payment services, which necessitate registration and agreement to the service provider’s terms and privacy policy. MDMtoGO Inc. will facilitate communication of data to the third-party service provider as appropriate and relay any notices and forms to you in compliance with applicable law. 

 

1.2.4. Changes to Terms. We reserve the right to add, change, or remove any part of these Terms at any time without prior notice, other than updating the effective date at the top of these Terms. Modifications will be effective immediately upon posting on the Site. Since your future visits to the Site or use of the Services may be governed by different Terms, we encourage you to check for a new effective date on these Terms regularly. Your use or continued use of the Services following the posting or notice of changes to these Terms or any other posted policies constitutes your acceptance of such changes. 

 

1.3. Product Changes. MDMtoGO Inc. or our suppliers and licensors may upgrade Product models, designs, parts, and accessories occasionally and may, at our sole discretion, replace your existing Products. Should there be any charge for such upgrades, we will provide advance written notice, allowing you thirty (30) days to either accept the charge or terminate the Subscription Term without early termination charges. You agree to MDMtoGO Inc.’s right to modify or discontinue any part of the Products, Site, or Services and accept that updates may be automatically installed to improve, enhance, and further develop the offerings. 

 

  1. Your Eligibility; Your Responsibility

 

To use the Services, you must: (i) be at least 18 years old or of the majority age in your jurisdiction; (ii) have no restrictions on using the Services or owning an account with them; (iii) provide accurate information to MDMtoGO Inc.; (iv) have the authority to agree to these Terms without violating any other agreements; and (v) not infringe on the rights of MDMtoGO Inc. or any third party. 

 

You are responsible for your use of and access to the Services. Accounts are intended for single users, companies, or legal entities only. Sharing account logins between individuals not representing a single entity is prohibited. 

  1. Website Use

 

  1. Personal Information; Your Content; Your Account

 

3.1. Accuracy. You represent and warrant that all information you submit to us is true, accurate, current, and complete, and you will promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. MDMtoGO Inc. is not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us. 

 

3.2. Privacy. To use our Services, you may be required to register with us and submit certain personally identifiable information. You expressly agree that we may collect, disclose, store, and otherwise use your information in accordance with the terms of the MDMtoGO Inc. Privacy Policy, available at [Insert MDMtoGO Inc. Privacy Policy URL]. 

 

3.3. Your Content. As between you and MDMtoGO Inc., you own the information, materials, photos, or other content (the “Content”) you provide MDMtoGO Inc. under these Terms. Any Content that you upload or otherwise provide to MDMtoGO Inc. in connection with the Services may be used by MDMtoGO Inc. to provide the Services. Accordingly, you grant to MDMtoGO Inc., and all of its subsidiaries, affiliates, successors, and assigns, a worldwide, royalty-free, fully paid, sublicensable, non-exclusive, and transferable right to use, publish, reproduce, distribute, modify, prepare derivative works of, adapt, publicly display, and otherwise use the Content for any and all purposes. Additionally, you authorize us to use your corporate logo and corporate name, if applicable, for any promotional purposes. Notwithstanding the foregoing, you retain all rights to the Content, except as otherwise provided herein or as otherwise provided in any other agreement between you and MDMtoGO Inc. Any Content you submit to us is provided at your own risk of loss. By providing Content to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions, or other third party rights (including any intellectual property rights). MDMtoGO Inc. may also remove or delete your Content from the Services at any time in its sole discretion. 

 

3.4. Your Account. Except for your Content licensed to us as set forth above, the account you create and any related profile is owned by you. With regard to your account, you agree to: (i) keep your password secure and confidential; (ii) not permit others to use your account; (iii) not use the accounts of others; (iv) not transfer your account to another party; and (v) notify us of any actual or suspected unauthorized use of your account. You are responsible for any activity occurring under your account. 

 

3.5. Feedback. You may from time to time identify problems, solutions to identified problems, provide suggestions, comments, or other feedback related to our Services (“Feedback”) to MDMtoGO Inc. You acknowledge and agree that all Feedback is given entirely voluntarily and MDMtoGO Inc. shall be free to use or disclose such Feedback for any purpose. 

 

3.6. Customer Users. The Customer at its sole discretion determines who will become an authorized user of the Services. Therefore, Customer undertakes to inform such Customer Users about the collection and processing of their personal information by MDMtoGO Inc. and to provide them with a reference to the Customer’s Privacy Policy and the MDMtoGO Inc. Privacy Policy. The Customer is responsible for the use of the Services by Customer Users and assumes all responsibility toward them as the entity controlling their personal information pursuant to any applicable privacy and data protection laws. 

 

Limited License; Ownership 

 

Subject to the terms and conditions herein, MDMtoGO Inc. grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to access the Services through a generally available mobile device, web browser, or MDMtoGO Inc.-authorized site to view content and information and otherwise use the Services to the extent intended and permitted by the functionality thereof. This license is personal to you, and you may not resell our Services, permit other users access to our Services through your account, or use the Services to host content for others. You acknowledge that, except as otherwise expressly provided, these Terms are solely between you and MDMtoGO Inc. 

 

You may not copy or download any content from the Services except with the prior written approval of MDMtoGO Inc. Without the prior written approval of MDMtoGO Inc., you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer, or otherwise make unauthorized use of the Services. Any commercial use not expressly authorized by MDMtoGO Inc. is prohibited. You agree not to remove, obscure, or alter any copyright, patent, trademark, or other proprietary rights notices affixed to or contained within the Services. Your rights under these Terms are contingent upon your compliance with these Terms as well as any other agreements applicable to the Services you are using. 

 

The Services provided by MDMtoGO Inc. are licensed, not sold. The Services, including all intellectual property rights therein, are owned by MDMtoGO Inc. or its licensors. All rights not expressly granted to you herein are reserved by MDMtoGO Inc. You acknowledge that MDMtoGO Inc. trademarks and service marks are owned by MDMtoGO Inc., and you may not use any such marks without the express written permission of MDMtoGO Inc. 

 

Unauthorized copying, distribution, or use of the Services may result in the termination of your account, prohibition on using the Services, and further legal action. MDMtoGO Inc. reserves the right to limit your use of or access to the Services, in its sole discretion, to maintain the performance and availability of the Services and to enforce these Terms. 

 

MDMtoGO Inc. is not liable for the loss, corruption, alteration, or removal of any content transmitted using our Services. By using the Services, you expressly waive the right to seek damages and agree to hold MDMtoGO Inc. harmless for any such loss, alteration, corruption, or removal. You acknowledge and agree that you are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Services. 

  1. Subscription Terms

 

  1. Subscription Terms

 

Certain Services provided by MDMtoGO Inc. require the purchase of a subscription to access all or part of such Services for the period of time set out on the ordering document for the Services (each, a “Subscription Term”). Each Subscription Term will automatically renew for the original term period upon its expiration unless either party provides notice of intent not to renew in writing at least 60 days before the end of the then-current Subscription Term. For example, a customer that signs up on January 1, 2018, for a 3-year period will be automatically renewed for a further 3 years on January 1, 2021. Except as otherwise stated in the applicable order form, subscription fees are non-refundable and may change at the end of a Subscription Term. 

 

  1. Fees; Payment Terms; Credits

 

If you purchase any Services that MDMtoGO Inc. offers for a fee (“Paid Services”), you agree to pay the applicable fees for the Paid Services when due plus all related taxes. All applicable taxes are calculated based on the billing and shipping information you provide us at the time of purchase. Unless otherwise denoted, all fees are assessed in U.S. dollars. You also agree that MDMtoGO Inc. and its third-party service providers providing payment processing services may store your payment information. We may charge your payment information for subsequent charges you authorize, such as account upgrades or other special charges authorized by you. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel such Paid Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. If you purchase a subscription to a Paid Service, you will be billed for your first month immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable ordering document incorporating these Terms, the Services are billed in advance on a quarterly basis and are non-refundable. For any upgrade or downgrade in plan level, your payment information will automatically be charged the new rate on your next billing cycle in addition to the prorated change in the amount of your subscription for the remainder of the current billing cycle (downgrading your plan level may cause the loss of features or capacity of your account; MDMtoGO Inc. does not accept any liability for such loss). MDMtoGO Inc. may charge interest at the rate of two percent (2%) per month (or the highest rate permitted by law, if such rate exceeds the highest rate permitted by law) for any amounts not paid by Customer when due. You agree to reimburse us for all collection costs and interest for any overdue amounts.  

Any wireless carrier overages will be the responsibility of Customer and will be billed accordingly on a monthly basis. Any willful tampering of devices by removing SIM cards and using them in personal devices will be the responsibility of the Customer. 

MDMtoGO Inc. may offer certain customers free trials to Paid Services. If you purchase a subscription to a Paid Service that includes a free trial, you will receive free access to such Paid Service for the duration of the free trial period. At the end of the applicable free trial period, you will be charged the price of the subscription for such Paid Service and may continue to be charged until you cancel your subscription. To avoid charges, you must cancel before the end of the free trial period.  

 

 

  1. Early Termination Fees

 

If you desire to terminate or reduce the quantity of Products or other Services for any reason prior to the end of the then-current Subscription Term, you must: (1) provide MDMtoGO Inc. at least 90 days advance written notice thereof, and (2) pay any applicable early termination fees as contemplated below. 

 

For MDMtoGO Fleet plug and play OBD product(s), in the event this Agreement is terminated prior to the expiration of a Subscription Term either: (i) for Customer’s convenience or (ii) due to Customer’s material breach of this Agreement, Customer shall pay MDMtoGO Inc. an early termination fee (“ETF”) of $100 per device if the termination occurs in the first year of the Subscription Term and $50 per device if such termination occurs at any point after the first full year of a Subscription Term. As an example only, a customer with a fleet of 10 vehicles who signed up on Jan 1, 2021, for a 3-year Subscription Term decides to terminate early on May 11, 2021. The ETF per device would be $100 and for the fleet, it would be 10 x $100 = $1000. Using the same example, if this customer terminates on March 1, 2022, the ETF would be 10 X $50 = $500. When a customer renews a contract, the ETF terms remain in place depending on hardware replacement incurred during the course of the contract, and any other products such as asset trackers or dashcams added to the contract. 

 

For MDMtoGO Elogs product(s), in the event this Agreement is terminated prior to the expiration of a Subscription Term either: (i) for Customer’s convenience or (ii) due to Customer’s material breach of this Agreement, Customer shall pay MDMtoGO Inc. an ETF of the monthly subscription fee x number of months remaining on the Subscription Term (MDMtoGO Elogs products are contracted for 3 years or more). Example: a customer paying a monthly fee of $40 for a software and hardware lease bundle who terminates 6 months after the contract effective date would be required to pay $40 x 30 months remaining = $1200 per vehicle/unit. 

 

For MDMtoGO Safetycam product(s), in the event this Agreement is terminated prior to the expiration of a Subscription Term either: (i) for Customer’s convenience or (ii) due to Customer’s material breach of this Agreement, Customer shall pay MDMtoGO Inc. an ETF of $150 per device if the termination occurs in the first year of the Subscription Term and $100 per device if such termination occurs at any point after the first full year of a Subscription Term. As an example only, a customer with a fleet of 10 vehicles who signed up on Jan 1, 2021, for a 3-year Subscription Term decides to terminate early on May 11, 2021. The ETF per device would be $150 and for the fleet, it would be 10 x $150 = $1500. Using the same example, if this customer terminates on March 1, 2022, the ETF would be 10 X $100 = $1000. When a customer renews a contract, the ETF terms remain in place depending on hardware replacement incurred during the course of the contract, and any other products such as asset trackers or dashcams added to the contract. 

 

For MDMtoGO AI Camera product(s), in the event this Agreement is terminated prior to the expiration of a Subscription Term either: (i) for Customer’s convenience or (ii) due to Customer’s material breach of this Agreement, Customer shall pay MDMtoGO Inc. an ETF of the monthly subscription fee x number of months remaining on the Subscription Term. As an example, a customer paying a monthly fee of $40 for a software and hardware lease bundle who terminates 6 months after the contract effective date would be required to pay $40 x 30 months remaining = $1200 per vehicle/unit. 

 

The parties intend that any ETF constitutes compensation, and not a penalty, for economic loss associated with providing new devices, lifetime warranties, shipping expenses, and carrier network charges, but are not intended as estimated damages or compensation for or to otherwise cover other losses resulting from a material breach of these terms, including, without limitation, losses associated with intellectual property infringement. The parties acknowledge and agree that such harm caused by such an early termination would be impossible or very difficult to accurately estimate as of the date of these terms, and that the ETF is a reasonable estimate of the anticipated or actual harm that might arise from such early termination. 

 

  1. Acceptable Use Policy

 

You agree to comply with all applicable laws and regulations in connection with your use of the Services. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited: 

 

  • Acts that involve deceptive online marketing practices or fraud; 
  • Acts that may materially and adversely affect the quality of other users’ experience; 
  • Actual or attempted unauthorized use or sabotage of any computers, machines, or networks; 
  • Introducing malicious programs into MDMtoGO Inc.’s Services, network, or servers (e.g., viruses, worms, Trojan horses, etc.); 
  • Engaging in any monitoring or interception of data not intended for you without authorization; 
  • Attempting to circumvent authentication or security of any host, network, or account without authorization; 
  • Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof; 
  • Adapt, modify, or create derivative works based on the Services, technology underlying the Services, or other users’ content, in whole or part; 
  • Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Services (excluding content posted by you) except as permitted in these Terms, or as expressly authorized by MDMtoGO Inc. in writing; 
  • Using any method, software, or program designed to collect identity information, authentication credentials, or other information; 
  • Circumvent, disable, or otherwise interfere with security-related features of the Services or features that enforce use limitations; 
  • Transmitting or receiving, uploading, using, or reusing material that is abusive, indecent, defamatory, harassing, obscene, or menacing, or a breach of confidence, privacy, or similar third-party rights; 
  • Transmitting or receiving, uploading, using, or reusing material that violates any intellectual property rights of a third party, including, without limitation, patents, trademarks, trade secrets, or copyrights; 
  • Transmitting, receiving, uploading, using, or reusing material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); 
  • Falsifying user identification information; 
  • Using the Services for anything other than lawful purposes, including, but not limited to, intentionally or unintentionally violating any applicable local, state, national, or international law. 

MDMtoGO Inc. may immediately terminate these Terms, and Customer’s access to the Services, in the event that Customer breaches the provisions of this Section. 

  1. General Terms

 

  1. Copyright Protected Materials

 

MDMtoGO Inc. respects the intellectual property rights of others and expects you to do the same. It is our policy to terminate, in appropriate circumstances, the accounts of subscribers who infringe the copyrights of others. You may not upload, download, post, publish, transmit, reproduce, or distribute in any way, files, material, information, software, or other material obtained through the Services that is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or other right holder. MDMtoGO Inc. has the right, but not the obligation, to remove from the Services any files, material, information, software, or other material MDMtoGO Inc. believes is or may be, in its sole discretion, infringing or otherwise in violation of the rights of others. 

 

If you believe in good faith that your copyright has been infringed, please provide a written communication regarding such belief to: Privacy@MDMtoGO.com. 

 

  1. Right to Restrict or Terminate Access

 

MDMtoGO Inc. may deny or restrict your access to all or part of the Services without notice in its reasonable discretion if it deems that you have engaged in any conduct or activities that MDMtoGO Inc. in its reasonable discretion believes violates the letter or spirit of any of these Terms. If MDMtoGO Inc. denies or restricts your access to the Services because of such a violation, you shall have no right to obtain any refund or credit for the subscription fees you have paid. 

 

In the event that these Terms or the Services are terminated for any reason or no reason, you acknowledge and agree that you will continue to be bound by these Terms. Following termination, you shall immediately cease the use of the Services, and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, MDMtoGO Inc. reserves the right to delete all of your Content, data, and other information stored on MDMtoGO Inc.’s servers. MDMtoGO Inc. will not be liable to you or any third party as a result of the termination of these Terms or the Services or for any actions taken by MDMtoGO Inc. pursuant to these Terms as a result of such termination. Without limiting the generality of the foregoing, MDMtoGO Inc. will not be liable to you or any third party for damages, compensation, or reimbursement relating to your use of the Services, or the termination thereof. 

 

You may terminate these Terms by terminating your use of the Services and any related account. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. Termination of these Terms or the Services does not relieve you from your obligation to pay MDMtoGO Inc. any amounts owed to MDMtoGO Inc., including, but not limited to, early termination fees. 

 

  1. Security

 

You acknowledge and agree that you are solely responsible for protecting your password and other personal information and for the consequences of not protecting such data. Access to our Services and to certain online transactions involves the use of identification numbers, passwords, payment accounts, or other individualized nonpublic information (“Private Documentation”). You shall use your best efforts to prevent unauthorized use of our Services, your account, or any Private Documentation, and shall promptly report to MDMtoGO Inc. any suspected unauthorized use or other breach of security. You shall be responsible for any unauthorized use of your account, identification numbers, or passwords until we receive written notice of a breach of security and a request to block further access for such numbers and passwords. MDMtoGO Inc. shall not be liable for any unauthorized use of payment accounts. 

 

  1. Disclaimer of Warranty

 

Actual service coverage, speeds, locations, and quality may vary. MDMtoGO Inc. will attempt to provide the Services at all times, except for limited periods for maintenance and repair. However, the Services may be subject to unavailability for a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited, or curtailed. Delays or omissions may occur. We are not responsible for data, messages, or pages lost, not delivered, delayed, or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or service limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users or the Services. The accuracy and timeliness of data received are not guaranteed. 

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL SITE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY, OR ACCURACY OF INFORMATION. MDMtoGO INC. DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS, OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. MDMtoGO INC. DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. 

 

BYOD (BRING YOUR OWN DEVICE) DISCLOSURE: FOR SITUATIONS WHERE CUSTOMER DECIDES TO BRING THEIR OWN HARDWARE AND UNDERLYING WIRELESS SERVICE, MDMtoGO INC. HAS NO CONTROL OVER THE PERFORMANCE OF THE DEVICE, TAMPERING BY END USERS, AND ABILITY TO TROUBLESHOOT WIRELESS SERVICE PROBLEMS AS NO CONTRACTUAL RELATIONSHIP EXISTS WITH THE UNDERLYING WIRELESS CARRIER. 

 

WIRELESS CARRIER DISCLOSURE: CUSTOMER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CUSTOMER AND UNDERLYING WIRELESS CARRIER. CUSTOMER UNDERSTANDS AND AGREES THAT THE UNDERLYING WIRELESS CARRIER HAS NO LIABILITY OF ANY KIND TO CUSTOMER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS THE UNDERLYING WIRELESS CARRIER AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, OR ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, ARISING IN ANY WAY, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH CUSTOMER’S USE, FAILURE TO USE, OR INABILITY TO USE THE WIRELESS SERVICES EXCEPT WHERE THE CLAIMS RESULT FROM THE UNDERLYING WIRELESS CARRIER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THIS INDEMNITY WILL SURVIVE THE TERMINATION OF THE AGREEMENT. CUSTOMER HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE CHANGED. CUSTOMER UNDERSTANDS THAT CUSTOMER AND THE UNDERLYING WIRELESS CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES. THE CUSTOMER MAY NOT RESELL THE SERVICE TO ANY OTHER PARTY. 

 

DRIVING DISCLOSURE: CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS AND SERVICES ARE A DRIVER AID ONLY. THEY ARE NOT A SUBSTITUTE FOR A SAFE, CONSCIENTIOUS DRIVER. THEY CANNOT COMPENSATE FOR A DRIVER THAT IS DISTRACTED, INATTENTIVE, OR IMPAIRED BY FATIGUE, DRUGS, OR ALCOHOL. WHETHER THE PRODUCTS ARE IN USE OR NOT, THE DRIVER IS RESPONSIBLE TO AVOID A COLLISION. CUSTOMER SHOULD NEVER WAIT FOR THE CAMERA TO PROVIDE A WARNING BEFORE TAKING MEASURES TO AVOID AN ACCIDENT. FAILURE TO DO SO CAN RESULT IN SERIOUS PERSONAL INJURY OR DEATH OR SEVERE PROPERTY DAMAGE, AND MDMtoGO INC. DISCLAIMS ANY AND ALL LIABILITY RELATING TO ANY SUCH ACTIONS. IN ADDITION, THE LIVE STREAM CAPABILITIES AVAILABLE WITH THE SERVICES MAY HAVE A DELAY OF SEVERAL SECONDS. CUSTOMER ACKNOWLEDGES AND AGREES LIVE STREAM SHOULD NEVER BE USED TO ASSIST A DRIVER IN OPERATING THE VEHICLE AND CUSTOMER SHALL REGULARLY WARN AND INSTRUCT ITS DRIVERS ON PROPER USE OF LIVE STREAM. 

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, MDMtoGO INC.’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION. 

 

  1. Limitation of Liability

 

UNDER NO CIRCUMSTANCES WILL MDMtoGO INC., ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR OTHER THIRD PARTY PARTNERS (“MDMtoGO PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. 

 

AN MDMtoGO PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID MDMtoGO INC. FOR YOUR USE OF THE SERVICES IN THE PRIOR THREE (3) MONTHS; AND (B) THE SUM OF ONE THOUSAND (1000) US DOLLARS. 

 

SOME PROVINCES, TERRITORIES, AND STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH PROVINCES, TERRITORIES, AND STATES, MDMtoGO INC.’S LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION AND THE PRIOR SECTIONS WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

 

  1. Indemnity

 

You agree to defend, indemnify and hold the MDMtoGO Parties harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or relating to (i) any violation of these Terms by you; (ii) your Content or any other content or material you submit or otherwise transmit through our Services; (iii) your violation of any rights of another; or (iv) your use of the Services. MDMtoGO reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you. 

 

  1. Dispute Resolution

 

Excluding claims for injunctive or other equitable relief, for any claim where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The arbitration shall be conducted by telephone, online or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, each party waives any right to a jury trial. 

 

  1. Electronic Notices and Disclosures

 

You acknowledge and agree that MDMtoGO may provide notices and other disclosures to you electronically by posting such notices or other disclosures on MDMtoGO’s website or by emailing it to you at any email address provided to MDMtoGO by you. Such notices or other disclosures shall be considered received by you following the posting on the website or twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy. 

 

  1. Third-Party Terms & Content

 

We do not control, and we are not responsible for, any data, content, services, or products (including software) that you access, download, receive, or buy while using the Services. We may, but do not have any obligation to, block information, transmissions, or access to certain information, services, products, or domains to protect the Services, our network, the public, or our users. We are not a publisher of third-party content accessed through the Services and are not responsible for the content, accuracy, timeliness, or delivery of any opinions, advice, statements, messages, services, graphics, data, or any other information provided to or by third parties as accessible through the Service. 

 

From time to time, the Services may contain references or links to third-party materials not controlled by MDMtoGO or its suppliers or licensors. MDMtoGO provides such information and links as a convenience to you and should not be considered endorsements of such sites or any content, products, or information offered on such sites. You acknowledge and agree that MDMtoGO is not responsible for any aspect of the information or content contained in any third-party materials or on any third-party sites accessible or linked to the Services. You are responsible for evaluating whether you want to access or use third-party sites. Accordingly, if you decide to use third-party sites, you do so at your own risk and agree that these Terms do not apply to your use of any third-party sites. You should review any applicable terms or privacy policy of a third-party site before using it or sharing any information. 

 

If you are accessing the Services through an application from the Apple App Store, you and MDMtoGO agree to the following additional terms: 

 

MDMtoGO and you acknowledge that these Terms are concluded between you and MDMtoGO only, and not with Apple, and MDMtoGO, not Apple, is solely responsible for the Services and the content thereof. MDMtoGO and you agree to be bound by the App Store Terms of Service as of the Effective Date (which you acknowledge you have had the opportunity to review), including without limitation the Usage Rules (as defined in the App Store Terms of Service) (capitalized terms below have the definitions given to them in the App Store Terms of Service unless otherwise defined herein). You may only access the Services on an iOS product that you own or control and only as permitted by the Usage Rules set forth in the App Store Terms of Service. To the extent set forth herein or required by applicable law, MDMtoGO is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. MDMtoGO, not Apple, is solely responsible for any product warranties set forth in these Terms, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the application to you; provided that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, if any, will be MDMtoGO’s sole responsibility, to the extent not disclaimed herein. MDMtoGO and you acknowledge that MDMtoGO, not Apple, is responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple shall in no way be responsible for any claim (including any related investigation, defense, settlement, or discharge thereof) that the Services or your possession and use of the Services infringe any third party’s intellectual property rights. If you send SMS messages through Services, you acknowledge that standard text messaging rates or other carrier charges may apply to such use. If you authorize MDMtoGO to access your Address Book on your iOS product, you acknowledge and agree that MDMtoGO may access and use such data to invite share job with your contacts. 

 

  1. Government Customers

 

If this Agreement is entered into on behalf of any unit or agency of the United States or Canadian Government (the “Government”), this section shall apply. The Government acknowledges MDMtoGO’s representation that the Products, Website, Materials, and Services and all related documentation were developed at private expense and no part thereof is in the public domain. The Government acknowledges MDMtoGO’s representation that the Products and Services comprise Restricted Computer Software, as defined in Clause 52.227.19 of the Federal Acquisition Regulations (“FAR”), and Commercial Computer Software, as defined in Sub-part 227.401 of the Department of Defense Federal Acquisition Regulation Supplement (“DFARS”). The Government agrees that: (a) if supplied to the Department of Defense (“DoD”), the Products and Services are classified as Commercial Computer Software and the Government is acquiring only restricted rights thereto and related documentation, as defined in Clause 52.227.7013(c)(1) of the DFARS; (b) if supplied to any unit or agency of the United States Government other than DoD, the Government’s rights in the Products and Services and related documentation will be as defined in Clause 52.227.19(c)(2) of the FAR; and (c) if supplied to any unit or agency of the Canadian Government, the Government’s rights in the Products and Services and related documentation will be as defined in the relevant provisions of the Canadian Standard Acquisition Clauses and Conditions (SACC) Manual, particularly those related to software licensing and intellectual property. 

 

  1. Miscellaneous

 

These Terms, along with any rules, guidelines, or policies published on the MDMtoGO homepage constitute the entire agreement between MDMtoGO and you with respect to your use of our Services. If there is any conflict between the Terms and any other rules or instructions posted on the Services, the Terms shall control. No amendment to these Terms by you shall be effective unless acknowledged in writing by MDMtoGO. Notwithstanding the foregoing, MDMtoGO reserves the right, in its sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above. These Terms shall be governed by, and construed in accordance with, the laws of the province of Ontario, Canada, without reference to its choice of law rules. Subject to the arbitration provisions above, exclusive venue for any action arising out of or in connection with this agreement shall be in Mississauga, Ontario, Canada. The parties each hereby consent to the jurisdiction and venue in Mississauga, Ontario, Canada and waive any objections to such jurisdiction and venue. Notwithstanding the foregoing, you agree that MDMtoGO shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred. Customer acknowledges that the Products, Site, and other Services are controlled, operated, and administered by MDMtoGO from its offices in Canada and the United States and that MDMtoGO makes no representation that the Products, Site, and other Services are appropriate, accessible, or available for use outside of these countries. MDMtoGO reserves the right to block access to the Products, Site, and other Services by certain international users. If Customer uses the Product or accesses the Site from outside of the Canada or the United States, Customer (or any user) will be solely responsible for compliance with all applicable laws and agrees to comply with all such laws. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect. You may not assign your rights or obligations under these Terms without the prior written consent of MDMtoGO. MDMtoGO’s failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that MDMtoGO may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to MDMtoGO, pursuant to these Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to MDMtoGO. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, or any other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and MDMtoGO, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms. No independent contractor relationship, partnership, joint venture, employer-employee, or franchise relationship is created by these Terms. 

 

If you have any questions, complaints, or claims, you may contact MDMtoGO at 2425 Matheson Blvd. East #125, Mississauga, ON L4W 5K4