Section One

INNOVA FLEET SERVICES SUBSCRIPTION AGREEMENT

This INNOVA Fleet Services Subscription Agreement (“Agreement”), dated as of the Effective Date, governs the order, purchase, subscription and payment, and the use by End User, of INNOVA Fleet Services (“Service”). This Agreement includes (1) each Terms and Conditions of Sale (“T&C’s”) attached hereto that states the number of Subscriptions ordered, the number of months each Subscription is to be provided (the “Term(s)”) and the payment terms for the Subscription(s) (“Payment”) with respect to End User’s order for INNOVA Fleet Services, (2) the Terms of Use and End User License Agreement attached hereto and found at http://dev-proscan.carmd.com/Company/EULA(“Terms of Use”) as in effect from time to time, and (3) any additional terms pertaining to the Service (“Additional Terms”) that may be agreed in writing by End User and Innova Electronics Corporation (“Innova”).

• Purchase and Sale of INNOVA Fleet Services Subscription(s)

  • End User hereby purchases from Innova, and Innova hereby agrees to provide to End User through its duly authorized designated End User(s), the INNOVA Fleet Services subscriptions (“Subscriptions”) in the quantity, for the Term and for the Price stated in each T&C’s attached hereto, and End User agrees to pay the Total Subscription Price and otherwise to comply with all terms and conditions in this Agreement, each T&C’s, the Terms of Use and any Additional Terms.
  • End User hereby confirms that the number of Subscriptions, the Term of Subscription and Subscription Price stated in the T&C’s are correct. End User has provided a valid name, email address and phone number to enable Innova to contact End User in order to provide account activation and access the Service.
  • End User represents and warrants that the authorized representative executing the T&C’s has all necessary authorization to purchase and pay for the Subscription(s) indicated in each T&C’s.
  • If End User has created a payment profile authorizing credit card and/or ACH payments, End User authorizes Innova to charge the designated credit card and/or to have End User’s bank deduct Subscription payment(s) from such checking/savings account(s), on the payment date(s) indicated on the T&C’s.
  • If Innova is unable to secure funds from End User’s specified debit/credit card(s) or bank for any reason, including, but not limited to, insufficient funds or insufficient or inaccurate information provided by End User, Innova may undertake further collection action, including application of fees to the extent permitted by law.
  • End User may increase the number of Subscriptions at any time by paying, or agreeing to pay by Invoice, such additional Subscription Prices, in which case the existing Terms of Use and End User License Agreement shall also apply to such additional subscriptions and associated vehicles. End User is not permitted to decrease the number of Subscriptions before the expiration of the applicable Term of Subscription.
  • End User agrees to provide at its own expense the necessary electric service, wiring, computer equipment and data communication line access for access to the Service.
  • Following expiration of the Initial Term, the Term of Service may automatically renew for successive periods of one (1) month each unless and until either party gives the other party notice of non-renewal at least thirty (30) days prior to the next scheduled renewal date. Innova, may for each renewal Term, increase its fees to equal the then-current fees.
  • A late fee may be applied to End User’s INNOVA Fleet Services account if End User’s payment occurs after the due date. Payment cancellation or unsuccessful payment may cause an interruption of the Service and additional fees.
  • Innova will send End User an email confirmation of End User’s Subscription payment(s).

• Payment for the Subscription(s).

  • Payment Methods. End User shall make Payment for the Subscription(s) in any of the following ways:
    • Against monthly or quarterly invoices;
    • By credit card approved by Innova; or
    • By ACH payment pursuant to NACHA Network rules.
  • Payment Against Purchase Order(s). On approval of Innova, End User may make Payment for the Subscription(s) in consecutive installments (“Installment(s)”) against one or more invoice(s) (“Invoice”) to be issued by Innova and paid in advance by End User on a monthly basis. Selecting this payment method establishes an installment payment agreement between End User and Innova, pursuant to which End User agrees to pay the Total Subscription Price divided into equal consecutive monthly Installments. Each Installment is due and payable within fifteen (15) days of the date of each Invoice. Innova reserves the right to assess interest at the rate of one-percent (1%) each month on the outstanding balance of the Total Subscription Price, but Innova agrees to waive interest while End User timely makes each Installment payment when due. Payment in full of each Installment must reach Innova within fifteen (15) days of the date of Invoice. Late fees or other authorized charges due on overdue payments shall be immediately due and payable. End User agrees that Innova is authorized periodically to request and obtain from third-party credit reporting agencies such information about End User’s credit and payment history as may be deemed by Innova to be necessary in order for Innova to approve End User’s request to make payments of Installments against invoices.
  • Payment by Credit Card. On approval of Innova, End User may make Payment for the Subscription(s) by using a credit card approved by Innova. Upon selecting the payment by credit card option, End User shall provide all information required to be provided on the form. End User authorizes Innova to charge payments to End User’s designated credit card(s) account(s). Each Monthly Subscription Price shall be paid in advance. End User hereby represents and warrants that all credit card information End User provides is correct, that the credit card account entered is and shall continue to be a valid account, that End User is a duly authorized user of such account, and that there is available credit in such account sufficient to cover in full all Subscription Payments at the time any such Payment is charged against any such credit card. End User acknowledges and agrees that Innova reserves the right to add a processing fee of up to three percent (3%) on any Subscription payment that End User makes by credit card, which such surcharge shall appear on the electronic invoice as a “credit card surcharge”. End User further agrees to update its credit card information as necessary so that End User’s representations hereunder are, and continue to be, true and accurate. End User acknowledges that Innova may use third-party providers to process End User’s credit card payments. End User agrees that Innova is authorized periodically to request and obtain from third-party credit reporting agencies such information about End User’s credit and payment history as may be deemed by Innova to be necessary in order for Innova to approve End User’s request to make payments of Installments against invoices.
  • Payment by ACH. On approval of Innova, End User may make Payment for the Subscription(s) by ACH payment. Upon selecting the ACH payment option, End User shall provide all information required to be provided on the ACH payment form. End User authorizes Innova to charge payments to End User’s designated bank account and to deduct payment(s) from End User’s account(s) on the payment date(s) indicated on the T&C’s. Each Monthly Subscription Price shall be paid in advance. End User hereby represents and warrants that all bank account information End User provides is correct, that the bank account entered is and shall continue to be a valid account, that End User is a duly authorized user of such account, and that there are available funds in such account sufficient to cover in full all Subscription Payments at the time any such ACH Payment is made from that account. End User acknowledges that Innova may use third-party providers to process End User’s ACH payments. End User agrees to update its bank account information as necessary so that End User’s representations hereunder are, and continue to be, true and accurate. End User acknowledges and agrees that any such ACH payment may be made and processed pursuant to the applicable rules of the Electronic Payment Association in effect from time to time.

• Sales/Use Taxes.

  End User acknowledges and agrees that it is solely responsible for paying and reporting all federal, state and local sales or use taxes, however designated, levied or based (whether as sales, use, special levy, VAT, or otherwise) on account of the purchase of the Subscription, or use of the Service, by End User (exclusive of taxes based solely on net income derived by Risk)(herein, “Sales/Use Taxes”). End User agrees to hold Innova harmless from all claims and liability arising in connection with End User's failure to report or pay any Sales/Use Taxes. End User acknowledges and agrees that Innova may calculate and add to End User’s invoice(s) for each payment of the Subscription Price, such Sales/Use Taxes that Innova believes to be payable based on the information provided to Innova by End User. End User agrees to pay in full such Sales/Use Taxes shown on the invoice at the time End User pays the Subscription Price. End User acknowledges that Innova may withhold and pay (or may use a third-party provider(s) to calculate, withhold and pay) Sales/Use Taxes on End User’s account. If End User believes that End User is not obligated to pay any such Sales/Use Taxes, End User acknowledges and agrees that its sole recourse is to directly contact the relevant tax agency to request a refund or credit. End User shall indemnify Innova and hold Innova harmless from any costs, expenses or damages that may result from Innova’s calculation, withholding or payment of Sales/Use Taxes on End User’s account.

• Default by End User.

  • Innova may disable or terminate End Users INNOVA Fleet Services account if End User’s payment of Subscription Price is late or overdue. Notwithstanding Innova’s temporary disabling or termination of End User’s account pursuant to this section, Innova reserves the right to collect the full Subscription Price in the event of late or overdue Subscription payments.
  • In the event of early termination of a Subscription, the Services or the Agreement, the End User shall not be entitled to a refund of any Subscription fees that it has paid. If End User terminates the Service or any Subscription prior to the end of any applicable Term, all the unpaid Subscription Price shall be immediately due and payable. End User hereby authorizes Innova to debit from End User’s account (bank, credit card) the entire amount of any such unpaid Subscription Price.
  • All remedies of Innova hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of Innova to exercise, and no delay in exercising any right or remedy hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise by Innova of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy. In addition to any amounts claimed or received hereunder, in the event of breach by End User of any payment or other obligations hereunder, Innova shall be entitled to an award of costs and reasonable attorneys’ fees incurred in filing or defending any legal action brought to enforce any term of this Agreement.

• Miscellaneous

  • In addition to the initial T&C’s, the parties may enter into one or more additional T&C’s, each of which, to be effective, must be in writing and signed or otherwise authenticated by End User. Electronic and fax documents are considered to be in writing for this purpose.
  • All terms and conditions in the Terms of Use and End User License Agreement are automatically incorporated into, and deemed part of, each T&C’s and this INNOVA Fleet Services Subscription Agreement.
  • This INNOVA Fleet Services Subscription Agreement, and all T&C’s and any Additional Terms completed and approved hereunder, together with the Terms of Use and End User License Agreement, constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof and supersedes all other prior and contemporaneous written or verbal agreements or communications with respect to the subject matter hereof. In the event of a direct conflict between the terms of this INNOVA Fleet Services Subscription Agreement and the terms of the then-current Terms of Use and End User License Agreement, the terms of this INNOVA Fleet Services Subscription Agreement shall control.
  • Any provisions contained in End User's own purchase order forms, such as preprinted terms and conditions typically found on their reverse side, shall not apply and are superseded in their entirety by the provisions of this INNOVA Fleet Services Subscription Agreement.

THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL NOT BE BINDING UNTIL EXECUTED BY AN AUTHORIZED SIGNATORY FOR BOTH END USER AND INNOVA ELECTRONICS CORPORATION.

Section Two

Terms of Use and End User License Agreement

Terms of Use

Innova Electronics Corporation, together with its Affiliates (referred to as “Innova”), provides the INNOVA Fleet Services telematics solution, the website that you are using to access INNOVA Fleet Services (the “Site”), the mobile application (the “App”), the Content (as defined below), and related information, products and services(“Related Services”)(collectively, INNOVA Fleet Services, the Site, the App, the Content and the Related Services are referred to as the “Service”) subject expressly to your continued compliance with all terms and conditions in this Terms of Use and End User License Agreement (the “Agreement”) as well as with any other applicable agreement between you and Innova and any of its Affiliates. Your use of the Service is subject to posted guidelines or rules applicable to the Service, which are hereby incorporated by reference into this Agreement. As used in this Agreement, “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and all other parties involved in creating, producing, and/or delivering the Service.

Description of INNOVA Fleet Services

Innova provides the telematics solutions and services made available to you as INNOVA Fleet Services. The INNOVA Fleet Services includes full turnkey telematics solutions, Innova and its Affiliates provide proprietary technology platforms, advice and expertise to manage aspects of vehicle ownership and driver behavior, including:

• Diagnostics
• Tracking
• Driver Support
• Fuel Savings

End User License Agreement

This is a legal agreement between you as the End User of INNOVA Fleet Services and Innova Electronic Corporation (Innova) (including its Affiliates), for the Service, including any executable code, all associated media, reports, upgrades, updates, patches, plug-ins, supplemental applications, printed materials, files, data, documentation, any INNOVA Fleet Services-created skins and any software updates, add-on components, web services and/or supplements provided to you or made available to you as part of the Service or through the Site, as well as all related online services provided by Innova and its Affiliates (referred to collectively as the “Content”), to the extent that such items are not accompanied by a separate license agreement or terms of use.

If you do not agree to the terms of this Agreement, Innova and its Affiliates are unwilling to license the use of the Service or the Content to you. In that event, you may not use the Site or install, copy, download or otherwise use the App or the Content.

BY INSTALLING THE DEVICE OR THE INNOVA Fleet Services APP, COMPLETING THE END-USER REGISTRATION PROCESS, OR USING INNOVA Fleet Services, YOU (1) AGREE TO BE BOUND IMMEDIATELY BY THESE TERMS OF USE AND (2) CONSENT TO OUR COLLECTION, USE, DISCLOSURE AND OTHER HANDLING OF INFORMATION AS DESCRIBED IN THE INNOVA Fleet Services PRIVACY POLICY AVAILABLE AT THE http://dev-proscan.carmd.com/Company/PrivacyPolicy (THE “PRIVACY POLICY”). IF YOU DO NOT WANT TO BE BOUND BY THE TERMS OF THIS AGREEMENT OR DO NOT CONSENT TO SUCH ACTIVITIES, YOU MUST NOT CLICK THE ACCEPTANCE BUTTON OR INSTALL, COPY, DOWNLOAD, ACCESS, OR USE THE CONTENT, AND YOU MUST IMMEDIATELY EXIT THE SITE AND UNINSTALL THE DEVICE AND THE APP.

IF YOU ARE DISSATISFIED WITH INNOVA Fleet Services, YOUR SOLE REMEDY IS TO STOP USING INNOVA Fleet Services.

This website includes Content that is protected by copyright, which is and shall remain the property of Innova, or its Affiliates, as applicable. No Content may be duplicated, sold, distributed or utilized in any manner not expressly permitted herein without the prior written consent of Innova Electronics Corporation, or its Affiliates, as applicable. Parties interested in distributing or licensing the Service or Content for other uses should contact Innova. This Agreement applies to any products or services provided as INNOVA Fleet Services or through InnovaFleetServices.com by Innova and its Affiliates.

BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE PRODUCT OR THE APP, YOU ELECTRONICALLY AGREE ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT (IF APPLICABLE) THAT YOU AND SUCH ENTITY ARE LEGALLY BOUND BY, AND YOU ARE BECOMING A PARTY TO, THIS AGREEMENT AS END USER. YOU ALSO AGREE TO RECEIVE REQUIRED NOTICES, TERMS AND INFORMATION FROM INNOVA Fleet Services ELECTRONICALLY.

The INNOVA Fleet Services Site and the Service also contains or provides Content supplied, and owned, by Innova or its Affiliates. Innova or its authorized reseller has sold you the wireless Device that enables you to access the Site and use the Service and the Content. Innova provides access to the CarMD® SDK of real-life repairs and “check engine” data as well as certain other proprietary information and technology. You acknowledge and agree that if you have a separate agreement or agreements with Innova relating to your purchase and use of the Device, that this Agreement does not modify or amend any such Device related agreement.

All Site Content is for informational purposes only. The Content is not intended to be a substitute for advice, diagnosis or repair by a qualified professional technician. Always seek the advice of your personal mechanic, dealership or an ASE Certified automotive technician with any questions you may have regarding vehicle maintenance or concerns.

INNOVA Fleet Services and Content made available through the Site are meant to provide a basic overview of probable causes related to electronic and emissions-related systems in your vehicle. Probable cause(s) and probable fix(es) are based on years of historical data compiled by ASE Certified Master Technicians. They may be organized from most probable to least probable. Cost estimates may be provided and are based on parts and labor costs broken down by U.S. region. Cost estimates associated with the probable fixes/solutions generally do not include the diagnostic time, which will vary from one repair shop to another.

It is recommended that you not make repairs, nor avoid service recommended by a qualified technician, solely because of something you read on the INNOVA Fleet Services Site or a diagnostic trouble code (DTC) you received from any INNOVA Fleet Services tool. This Service should be used as a supplement to a regular automotive maintenance program, which also includes basic mechanical upkeep such as regularly checking your tire pressure, brake pads, belts, oil, fluids, etc.

If you have an automotive emergency, safely pull to the side of the road and call a qualified roadside maintenance service.

INNOVA Fleet Services is not meant to supplement – not replace – a regular scheduled vehicle maintenance program. Always seek the advice of your own mechanic, dealership or an ASE Certified automotive technician with any questions you have regarding vehicle maintenance.

LICENSE GRANT

• USE OF INNOVA FLEET SERVICES CONTENTS OR SERVICES

  Subject to your compliance with the terms and conditions of this Agreement, and the terms and conditions associated with your use of INNOVA Fleet Services, Innova Electronics Corporation (Innova) hereby grants you a conditional, limited, personal, non-exclusive, and non-transferable license to access the Web Site and to use the Service and Content as defined below. A single registered copy of Content may be installed on a single mobile device or on a single computer. THIS IS NOT A CONCURRENT USE LICENSE. You may not share any login information or access credentials to any third party.

• RESTRICTIONS ON USE

  You may not: (i) modify or create any derivative works of Content; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to (a) derive the source code, underlying ideas, algorithms, structure or organization of Content, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Content (except to the extent applicable laws specifically prohibit such restriction), or (c) retrieve, compile, or mine data associated with the Content and which is not presented to you as End User during the normal course of operation and use of the Service; (iii) attempt to access or use the premium features of the Service if you have not paid the applicable fees, or by any manner or method other than using the license key for INNOVA Fleet Services provided by Innova; (iv) redistribute, encumber, pledge, sell, assign, rent, lease, sublicense, or otherwise transfer any Content or rights thereto, including any registration codes and license keys; (v) use the Service or Content in a timesharing, service bureau, application service provider, or similar business arrangement; or (vi) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Content. The INNOVA Fleet Services-produced skins that are provided with the Service may only be used with INNOVA Fleet Services and may not be used with any other software or other third-party product or service.

• RESTRICTION OF MOBILE DEVICE USAGE

  You agree to use the Service, any mobile device, and any vehicle related thereto in which the Service is installed or used in accordance with all Federal, State and local laws. You are strictly responsible for knowing and understanding the relevant Federal, State and local laws that apply to your personal use of the Service.

• TERMINATION

  If you breach this Agreement, your right to use the Service and Content shall terminate immediately and without notice. The respective rights and obligations of Innova including its Affiliates, and you under the provisions of Sections 2 ("Restrictions on Use"), 3 (“Restrictions of Mobile Device Usage”), 4 ("Termination"), 5 ("Proprietary Rights"), 6 ("Indemnification"), 8 ("Limitation of Liability") and 11 ("Miscellaneous") shall survive expiration or termination of this Agreement and you agree to continue to be bound by those terms. Upon termination, you shall destroy all copies of the any Content you may have in your possession.

• PROPRIETARY RIGHTS

  Title, ownership rights, and intellectual property rights in the Content shall remain in Innova and/or its Affiliates, licensors and suppliers. You acknowledge their ownership of such intellectual property rights and you agree that you will not take any action to jeopardize, limit or interfere in any manner with Innova’s, or its Affiliates’, licensors' or other suppliers' ownership of intellectual property rights with respect to the Service and Content. The Content is protected by patents, copyrights and other intellectual property laws and by international treaties. All trademarks and service marks (herein, collectively “trademarks”) used in connection with the Service are owned by Innova, or its Affiliates, and no license to use any such trademark is provided hereunder. You agree that Innova may use in any manner and without limitation all comments, suggestions, complaints and other feedback you as End User provides relating to the Service.

  INNOVA AND ITS AFFILIATES RESERVE THE RIGHT TO ANONYMOUSLY TRACK AND TO REPORT YOUR ACTIVITY WITH REGARD TO THE SERVICE, THE OPERATING ENVIRONMENT USED, AND VEHICLE STATISTICS. YOU HEREBY CONSENT TO SUCH TRACKING AND REPORTING.

  This data will be collected anonymously, and used to modify, improve, and support future versions of the Service and related services.

• INDEMNIFICATION

  You agree to indemnify, hold harmless, and at Innova’s request, to defend Innova, and its Affiliates from any and all costs, damages and reasonable attorneys' fees resulting from any breach by you of this Agreement or claim that your use of the Service or Content has injured or otherwise violated any right of any third party or violates any law.

• DISCLAIMER OF WARRANTY FOR THE SERVICE

  THE SERVICE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INNOVA, ITS AFFILIATES, LICENSORS AND OTHER SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE SERVICE OR ANY CONTENT IS FREE OF DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE FUNCTIONALITY OF THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT ERRORS IN THE SERVICE OR CONTENT WILL BE CORRECTED, AND THE IMPLIED WARRANTIES THAT THE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FURTHER, INNOVA., AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR ANY CONTENT IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INNOVA OR ANY AUTHORIZED REPRESENTATIVE OF INNOVA, OR ANY OF ITS AFFILIATES, LICENSORS OR SUPPLIERS, OR ANY INNOVA Fleet Services CONTENT SHALL CREATE ANY WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY, THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. INNOVA AND ITS AFFILIATES DISCLAIM LIABILITY WITH RESPECT TO YOUR USE OF THE SERVICE. YOU BEAR THE ENTIRE RISK AS TO QUALITY AND PERFORMANCE AND ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SERVICE OR ANY CONTENT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

  Innova and its Affiliates do not warrant that the use of the Service or Site will be uninterrupted or error free. Innova and its Affiliates make no warranty as to the results, if any, to be obtained from use of the Service or the Site including any Content.

• LIMITATION OF LIABILITY

  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INNOVA OR ITS AFFILIATES BE LIABLE FOR ANY CLAIMS OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, MOBILE DEVICE FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, INNOVA, AND ITS AFFILIATES’ ENTIRE COLLECTIVE LIABILITY UNDER ANY TERMS OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES PAID BY YOU FOR THIS LICENSE (IF ANY) AND REPLACEMENT OF DEFECTIVE CONTENT OR PROVISION OF A REASONABLY SIMILAR SERVICE, AS DETERMINED AT RISK TECHNOLOGY, INC.'S SOLE DISCRETION, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF INNOVA OR ITS AFFILIATES, BUT THEN SOLELY TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. ADDITIONALLY, INNOVA AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF: (i) CONTENT PROVIDED BY YOU OR A THIRD PARTY THAT IS ACCESSED THROUGH OR USED WITH THE SERVICE AND/OR ANY MATERIAL LINKED THROUGH ANY CONTENT; (ii) THE USE OR OPERATION OF A DONGLE OR OTHER DEVICE TO ACCESS, RETRIEVE, OR COMMUNICATE INFORMATION BETWEEN THE VEHICLE AND THE INNOVA Fleet Services WEBSITE; OR (iii) THE USE OF PLUG-INS OR SKINS DEVELOPED BY THIRD PARTIES AND MADE AVAILABLE ON THE INNOVA Fleet Services WEBSITE FOR USE WITH THE SERVICE; OR (iv) ANY DAMAGE CAUSED BY IMPROPER OR IMPRUDENT USE OF THE SERVICE, ANY DEVICE FOR PROVIDING THE SERVICE OR ANY CONTENT, INCLUDING USE WHILE DRIVING; OR (v) INTERFERENCE OR DAMAGE TO YOUR WIRELESS DEVICES OR ANY OTHER WIRELESS DEVICES OPERATING IN CLOSE PROXIMITY TO YOU.

• MOBILE DEVICE DATA USAGE

  The Service provides access to features and functionality that may use the data connection of your computer or mobile device. Depending on your mobile data plan, you may be charged for data use by your mobile device carrier. While many mobile devices automatically disable data usage when roaming (using your mobile device outside your country or covered area of your carrier) or in other situations, if the data connection is active and you use the Service, it may result in even higher charges. Innova and its Affiliates are in no way responsible or liable for any and all charges you receive from your data plan provider by using the Service.

• INJUNCTIVE RELIEF

  You acknowledge and agree that, notwithstanding any other provisions of this Agreement, any breach or threatened breach of this Agreement by you shall cause Innova or its Affiliates irreparable damage for which recovery of monetary damages would be inadequate and that Innova or its Affiliates therefore may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.

• MISCELLANEOUS

  This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, which may only be modified by a written amendment signed by an authorized executive of Innova. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any provision in this Agreement should be held illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect, or Innova may at its option instead terminate this Agreement. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. Innova may assign this Agreement to any entity at its sole discretion. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. This Agreement is the complete statement of the agreement and supersedes any proposal or prior communications between Innova or any of its Affiliates, and you relating to the subject matter of this Agreement, and this Agreement may only be modified by a written amendment signed by an authorized executive of Innova.

• PATENTS

  Patents owned by Innova, which may be used in connection with INNOVA Fleet Services are listed at www.innova.com/patents. Except as specifically provided herein, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise the granting of any license or right under any patent, copyright or trademark of Innova or any of its Affiliates.

• MODIFICATIONS, INTERRUPTION OR DISCONTINUATION

  Innova reserves the right in its sole discretion to either modify or discontinue the Service, including any Content, at any time with or without notice to you. We shall not be liable to you or any third party should Innova exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, and the manner of providing or operating the Service. Any new features that supplement, enhance or otherwise change the then current Service, and your use thereof, shall also be subject to this Agreement.

  You understand and agree that interruptions of the Service may occur as normal events. You further understand and agree that Innova and its Affiliates have no control over third-party networks you may access or be required to access in the course of your use of the Service, and therefore, delays and disruption of or by other network transmissions are completely beyond our control.

  You understand and agree that the Service, the App and the Content are provided “AS IS” and that Innova assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings.

Copyright and Trademark Notices

All content, including information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, on the INNOVA Fleet Services website are , or Copyright© 2013-2015 Innova Electronics Corporation 17352 Von Karman Avenue, Irvine, CA 92614 All rights reserved, or Copyright ©2015 Risk Technology, Inc., 1452 Hughes Road Suite 200 Grapevine, TX 76051; All rights reserved, or otherwise owned by Innova’s Affiliates and protected under applicable laws. Copyright and other intellectual property laws and treaties protect any hardware and software or content provided as part of the Service. Innova and/or its Affiliates own the title, copyright, and other intellectual property rights in the Content. The INNOVA Fleet Services logo is a registered trademark of Innova Electronics Corporation in the United States and elsewhere. Other names of companies and products mentioned herein may be registered trademarks of their respective owners. Any rights not expressly granted herein are reserved. Certain software used in the INNOVA Fleet Services Product is licensed from third parties and may be protected by other patent or copyright laws.

Contact Information

Do you have questions or comments regarding this website or our policies? Please contact:

Innova Electronics Corporation

17352 Von Karman Avenue

Irvine, California 92614