SAFE DRIVE SYSTEMS TERMS AND CONDITIONS
- Ownership of Equipment. Customer agrees to purchase from Safe Drive the Safe Drive System, an ADAS Radar Anti-Collision System, together with all existing and future accessories, hardware, software, and related services which together comprise the Safe Drive Radar System (collectively, the “Equipment”) upon the terms and conditions stated herein.
- Payment Terms. Customer agrees to make all payments to Safe Drive in accordance with the following payment schedule set forth below. All monthly auto payments on Telematics Fleet Management System shall be due and payable via auto payment on the fifth (5th) of each month. Customer agrees to all amounts when due, including, but not limited to, any applicable installation charges, monthly payments, applicable taxes and other charges as provided below. All payments received will first be applied to past due amounts and then to any current amounts due. If any payment is not received by Safe Drive within ten (10) days of the due date, Customer will be subject to a late fee of Fifteen Dollars (US$15.00) plus simple interest on the unpaid balance at the rate of eighteen percent (18%) per annum. Any dishonored checks shall be subject to an additional fee of Twenty-Five Dollars (US$25.00).
- Installation. Only a Safe Drive authorized installer (“Authorized Installer”) may install, service or maintain the Equipment. If Customer allows any person other than an Authorized Installer to install or service the Equipment or if any person, other than an Authorized Installer, tampers with, modifies or removes the Equipment, any and all applicable warranties will be immediately voided (“Unauthorized Use”). Safe Drive shall not be liable for any damage caused to Customer, his/her property or any other persons resulting from any Unauthorized Use. Customer shall ensure that the vehicle is made available to an Authorized Installer for installation. Unless otherwise agreed to in writing by Safe Drive, installation must take place during working hours (9:00a.m. to 5:00p.m. E.T., Monday to Friday).
- Pre-install Order Cancellation. Customer must notify Safe Drive in writing of its intent to cancel an installation not less than 36-hours prior to the ‘Scheduled’ install date. Failure to do so will result in Customer being charged a cancellation fee of Seven hundred and ninety-five dollars (US$795.00). Upon satisfactory installation this order is nonrefundable.
$295.00 – Service Fee
$295.00 – Service Fee
$495.00 – Both vehicles same location same day transfer
System Transfer II
$595.00 – Both vehicles at different locations and/or transfer not completed same day regardless of location due to customer vehicle availability
Labor – Breakdown of labor cost.
All of the above services include the labor fee. For example a camera reinstallation is not $295 + $295 labor fee and so on.
$295.00 – Labor only – Parts covered by free warranty while under warranty (labor not included with free warranty)
- Transfer of Equipment to New Vehicle. Customer may at any time transfer the Equipment to another vehicle for a fee of $495.00 or in accordance with the above fee schedule. Customer must provide Safe Drive with not less than twenty-one (21) days prior written notice of its intent to transfer the Equipment. Customer must ensure that both vehicles – the existing vehicle with the Equipment installed and the new vehicle – are made available to the Authorized Installer at the time of Customer must ensure that both vehicles – the existing vehicle with the Equipment installed and the new vehicle – are located together and made available to the Authorized Installer at the time of transfer scheduled. If the transfer takes place in two stages, the cost will be in accordance with the Fee Schedule listed above (System Transfer II).
- System Removal by customer –The customer is entitled to remove the system(s) by themselves from the vehicle at no cost and at any time he/she wishes, on condition that the following permits are fulfilled:
- During the installation of the system, Customer shall select a representative (an employee of the Customer) to carry out the removals. This employee shall be trained and approved by Safe Drive Systems in writing.
- The Customer or his/her employee must have a technical background and general understanding of vehicle electrical systems.
- The customer is responsible if the system is damaged as a result of the removal by an unauthorized installer and/or damage deemed resulting from substandard removal procedures by customer’s trained representative.
- Acknowledgements of Customer. Customer acknowledges that (i) Safe Drive may from time to time hire or otherwise retain independent contractors, who are certified to install the Equipment, that are not employees of Safe Drive; (ii) that such independent
contractors or vendors: (A) have no authority to bind Safe Drive or make any statement, representation or warranty about Safe Drive or the Equipment; and (B) have no authority to waive or alter any term of these Terms and Conditions; and (iii) that they have made their decision to purchase the Equipment based on their own independent evaluation of the Equipment and have not based their decision on any statements or claims made by Safe Drive.
- Indemnification. Customer hereby agrees to indemnify and hold Safe Drive, its officers, directors, employees, shareholders and agents, harmless from any and all claims, actions, damages, liabilities, losses and costs (including, but not limited to, court costs and reasonable attorneys’ fees) made against Safe Drive, suffered or incurred by Safe Drive arising out of or in any way connected to Customer’s operation of any vehicle which has the Equipment installed in it.
8. LIMITED WARRANTY.
SUBJECT TO THESE TERMS AND CONDITIONS, FOR A PERIOD OF ONE (1) YEAR FROM THE DATE OF THESE TERMS
AND CONDITIONS SAFE DRIVE WARRANTS THAT THE EQUIPMENT SHALL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE AND SERVICE (THE “LIMITED WARRANTY”). THIS LIMITED WARRANTY IS NONTRANSFERABLE AND COVERS ONLY THE COST OF REPLACEMENT PARTS, AND NOT THE COST OF LABOR ASSOCIATED WITH ANY SUCH REPAIRS. THE LIMITED WARRANTY SHALL NOT APPLY TO ANY EQUIPMENT THAT IS NOT PURRCHASED DIRECTLY FROM SAFE DRIVE OR AN AUTHORIZED SAFE DRIVE RESELLER.
THE LIMITED WARRANTY DOES NOT COVER DAMAGE RESULTING FROM THE FOLLOWING: (I) ABUSE, DAMAGE OR MISUSE; (II) MODIFICATIONS AND/OR ALTERATION OF THE EQUIPMENT BY ANYONE OTHER THAN AN AUTHORIZED INSTALLER; (III) USE OF PARTS NOT PRODUCED OR APPROVED BY SAFE DRIVE; (IV) EXPOSURE
OF THE EQUIPMENT TO OPERATING OR ENVIRONMENTAL CONDITIONS OTHER THAN IN ACCORDANCE WITH THE EQUIPMENT’S WRITTEN SPECIFICATIONS; (V) SERVICING OF THE EQUIPMENT UNDERTAKEN BY ANYONE OTHER THAN AN AUTHORIZED INSTALLER; OR (VI) IMPROPER INSTALLATION, TESTING, OPERATING, USE OR HANDLING OF THE EQUIPMENT BY ANYONE.
THIS LIMITED WARRANTY MAY NOT BE MODIFIED VERBALLY OR IN WRITING BY ANY EMPLOYEE, AGENT OR RESELLER OF THE EQUIPOMENT. ANY SUCH VERBAL OR WRITTEN STATEMENTS MODIFYING THE TERMS OF THIS LIMITED WARRANTY SHALL BE DEEMED VOID AB INITIO AND SHOULD NOT BE RELIED UPON BY CUSTOMER.
- LIMITATION OF LIABILITY. CUSTOMER ASSUMES ALL RISK OF USE OF
THE EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, THE RISK OF TRAFFIC ACCIDENTS AND RESULTING INJURY OR DEATH. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SAFE DRIVE SHALL NOT RESPONSIBLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS OR LOST PROFITS), PUNITIVE DAMAGES, AS WELL AS COURT COSTS AND ATTORNEYS’ FEES.
FOR ANY BREACH OR DEFAULT BY SAFE DRIVE OF ITS LIMITED WARRANTY OR WITH RESPECT TO ANY CLAIM ARISING FROM OR RELATED TO THE EQUIPMENT, SAFE DRIVE’S ENTIRE LIABILITY, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT OR TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY CUSTOMER TO SAFE DRIVE IN CONNECTION WITH THE TERMS OF
THESE TERMS AND CONDITIONS. SAFE DRIVE, ITS AFFILIATES, SUPPLIERS AND AUTHORIZED RESELLERS ARE NOT LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT ANY LIMITATION ANY LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, LOST DATA OR OTHER ECONOMIC LOSS OR DAMAGERS ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT EVEN IF SAFE DRIVE, ITS AFFILIATES, AUTHORIZED RESELLERS OR SUPPLIERS HAVE BEEN ADVISED OF OR COULD REASONABLY FORESEE THE POSSIBILITY OF SUCH DAMAGES.
IN THE EVENT THE ABOVE LIMITATION OF LIABILITY IS PROHIBITED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SAFE DRIVE IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS AND/OR THE
INSTALLATION OR USE OF THE EQUIPMENT SHALL NOT EXCEED THE TOTAL PAYMENTS BY CUSTOMER TO SAFE DRIVE UNDER THESE TERMS AND CONDITIONS.
- Loss; Damage. Customer is responsible for all risk of loss to the Equipment, from any cause, including, but not limited to vehicle failure, theft, fire, collision, tampering and vandalism. In the event of such loss, Customer shall not be excused from their performance under these Terms and Conditions regardless of the time, manner or reason for any such
- Assignment. Customer shall not sell, transfer, assign, lease or otherwise encumber (collectively “Transfer”) ownership in the Equipment without the express prior written consent of Safe Drive. Safe Drive may, without notice to Customer, transfer all or any portion of its interest in and to the Equipment and/or these Terms and Conditions, in whole or in part, to a third-party (“New Owner”) in which case the New Owner will, to the extent of such Transfer, have all of Safe Drive’s rights and benefits to the Equipment and/or under these Terms and Conditions.
- Taxes and Other Fees. Customer is solely responsible for all applicable taxes (including, without limitation, sales, use, and personal property taxes, excluding only taxes based upon Safe Drive’s income) levies, assessments, license and registration fees and other governmental charges relating to Customer’s ownership of the Equipment. Any additional services that may be provided by Safe Drive shall be provided at additional cost to Customer based upon the then current published fee
- Default. If Customer fails to pay any amounts under these Terms and Conditions, breaches any provision of these Terms and Conditions, Safe Drive may charge default penalties, interest on any amounts due but unpaid at the maximum rate allowed by law, and may terminate these Terms and Conditions and I) receive from Customer all amounts due for the full term of these Terms and Conditions plus the costs of collection, attorney’s fees and collection agency charges and ii) pursue any other remedy at law or in equity. Any forbearance or waiver by Safe Drive of a Customer default shall not operate as a waiver of any applicable default remedies with respect to future defaults in payment or otherwise by Customer. The failure of Customer to perform its obligations under any other agreement between Safe Drive and Customer shall be a default under these Terms and Conditions.
- Notices. Any notice required or permitted under these Terms and Conditions will be deemed given and served when personally delivered, or five (5) business days after being sent by reputable international courier requiring signature for receipt, addressed to the party at its address first shown above. Either party may change its notice address by written notice to the
- Governing Law; Consent to Jurisdiction. These Terms and Conditions shall be governed by, construed and enforced in accordance with the laws of the State of New York, without reference to the choice of law provisions thereof. Any legal action or proceeding with respect to these Terms and Conditions or any transaction related hereto shall be brought in the courts of the State of New York located in the Borough of Manhattan, New York, or in the United States District Court for the Southern District of New York, and by the execution and delivery of these Terms and Conditions, each of the parties hereto hereby consents for himself and in respect of his property to the exclusive jurisdiction of the aforesaid courts. Each of the parties hereto hereby irrevocably waives, to the extent permitted by applicable law, any objection, including, but not limited to, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdictions in respect of these Terms and Conditions or any transaction related hereto.
- No Waiver. The failure of either party to these Terms and Conditions to insist upon the performance of any of its terms and conditions, or the waiver of any breach of any of the terms and conditions of these Terms and Conditions, shall not be construed as a
subsequent waiver of any terms and conditions but they shall continue and remain in full force and effect as if no forbearance or waiver had occurred.
- Effect of Partial Invalidity. The invalidity of any part of these Terms and Conditions will not and shall not be deemed to affect the validity of any other In the event that any provision of these Terms and Conditions is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.
- Entire Agreement. These Terms and Conditions and any exhibits attached hereto constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with such subject Any prior understanding or representations of any kind preceding the date of these Terms and Conditions shall not be binding on either party.
- Modification of Agreement. Any modification of these Terms and Conditions or additional obligation assumed by either party in connection with these Terms and Conditions shall be binding only if evidenced in a writing signed by an authorized representative of each party.
- Interpretation. For the purpose of these Terms and Conditions, except as otherwise expressly provided or unless the context otherwise requires: (i) words importing the singular number shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and words importing persons shall include firms, associations and corporations; (ii) the headings inserted have been inserted for convenience of reference only and shall not affect the construction or interpretation of these Terms and Conditions; and (iii) notwithstanding the place of execution and delivery of these Terms and Conditions by any one of the parties hereto, these Terms and Conditions shall be deemed conclusively to have been entered into in the State of New York.