RMJ Technologies Terms and Conditions
RMJ Technologies Inc. TERMS AND CONDITIONS (For Geotab Telematics Device and Service). These Terms and Conditions (“Terms”) govern the RMJ Technologies Subscriber Agreement or Sales Order (the “Agreement”) between RMJ Technologies Inc (“RMJ Technologies”) and the Customer named in the Agreement (“Customer”) both collectively be referred to as “the Agreement”.
The following definitions shall be used throughout these Terms:
– “Associated Components” means those components used in conjunction with the device such as interconnecting cables, coverings, and other non-electrical components.
– “Business Hours” means Monday through Friday, 8:00 a.m. to 5:00 p.m., USA Pacific Time, excluding traditional U.S. holidays including Good Friday.
– “Coverage Area” means North America.
– “Enhancements” means Updates, changes, or improvements to the Software.
– “GPS” means Global Positioning System.
– “License” means the license to use the Geotab Software.
– “OEM” means Original Equipment Manufacturer (vehicles).
– “Plan” means the monthly Services plan selected by the Customer and detailed in the Agreement.
– “Provisioning” means activation of a DEVICE to receive and transmit messages via Satellite.
– “Services” means the provision of devices, location and data communication services, the MyGeotab Software, as well as any ancillary support or maintenance services provided by Geotab to the Customer together more commonly known as “My Geotab” and/or “Geotab” and as detailed in the Plan and any other service detailed on the Website.
– “Shipping Date” means the date RMJ Technologies ships a device to the Customer.
– “Software” means Geotab’s web based software applications as detailed on the Website, the software installed on the device and all third party licensed software used by Geotab.
– “Support Hours” means 24 hours a day, 365 days a year, excluding New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day in the USA.
– “Telematics Device(s)” or “DEVICE(s)” means the mobile tracking and communications device(s) detailed in the Agreement and Associated Components and installed software provided by RMJ Technologies or a 3rd party to the Customer for installation on Vehicles or trailers to enable the provision of Services.
– “Term” means for the number of years or months detailed in the Agreement commencing 14 days after Provisioning, in addition to the period from the Shipping Date to Provisioning (if any) and any renewal periods thereafter.
– “Third Party” mean any third party that provides services to the Customer using information derived from the Services and “Third Party Services” means the services provided by Third Parties.
– “Updates” means updates to Software, such as bug fixes, patches, enhanced functions, missing plug-ins or new versions.
– “Vehicle” means a vehicle, asset or trailer owned or controlled by the Customer and designated in the Agreement (or otherwise agreed by the parties in writing) for installation with a device.
– “Website” means the RMJ Technologies website at www.rmjtech.com or www.geotab.com.
1.1. The provision by RMJ Technologies to the Customer of Services shall be subject to these Terms and Paragraph 19.3 applies. The signing of the Agreement by the Customer and/or use of Services having had the opportunity to read these Terms shall be deemed conclusive evidence of the Customer’s acceptance of the Terms of the Agreement. Customer authorizes RMJ Technologies to insert any missing information onto the Agreement and to correct any misspelling or other such minor errors.
1.2. The technology related to the Geotab Services and the Software is constantly changing and being developed. As a result of this, RMJ Technologies reserves the right to make reasonable changes to the terms of the Agreement at any time during the Term, but will only do so when it has good reason. In the case of a change RMJ Technologies will publish the updated terms at http://www.rmjtech.com/terms-of-service. The updated terms will apply from the date the updated terms are published on the Website. The Customer should visit the Website regularly to identify any changes.
DELIVERY, SHIPPING AND HANDLING
2.1. Unless otherwise stated in the Agreement Customer is responsible for all shipping and handling charges. RMJ Technologies is not obliged to provide the Customer with copies of freight bills. All deliveries are FOB RMJ Technologies’ Californian warehouses. Customer shall be the importer of record and will provide RMJ Technologies with all necessary documentation to recover any taxes withheld from payment.
2.2. Shipping or delivery dates of device are best estimates only. RMJ Technologies reserves the right to make deliveries of device in installments. Delivery delay or default of any installment shall not relieve the Customer of its obligation to pay for Services provided by RMJ Technologies or accept remaining deliveries of device. Customer shall receive shipments of devices within 14 days of notification by RMJ Technologies of the readiness of such shipments.
GEOTAB END USER AGREEMENT
The following items are governed under the Geotab End User Agreement and are included and binding under this agreement with RMJ Technologies. A full copy of the Geotab End User Agreement is attached. Items are as follows.
• License, Product Ownership & Protective Measures
• Updates and Patches, Restrictions & Compliance
• Security, Confidentiality and Data & Your Vehicle Data
• Aggregated Data, Feedback & Limited Product Warranty
• Conditions and Exclusions, Installation Warning & Warrant Disclaimer
• Other Requirements, Intellectual Property & Infringement Claims
• Indemnification, Limitations of Liability & Applicability
• Termination, Assignment & *Choice of Law
• Related Third Party Provider Terms & Entire Agreement
• Severability, Amendments and Waivers
3.1. The Customer acknowledges that the Automated Vehicle Location services including hardware and software are provided by third party partner, Geotab and the Customer specifically acknowledges and agrees the following:
3.2. Customer acknowledges that Geotab provides its own End User Agreement and it’s that End User Agreement that establishes all guarantees and limitations of service. The Geotab End User Agreement is included as part of this aggregate agreement.
3.3. Geotab will use all reasonable endeavors to give notice to the Customer in the event of notification that a Satellite provider intends to discontinue or suspend its provision of Satellite services. However in such circumstances where provision of all or part of the Services is no longer possible without changes to the Services, RMJ Technologies shall be entitled to temporarily suspend or permanently terminate the provision of some or all of the Services upon little or no notice to the Customer. On request by the Customer, RMJ Technologies agrees to offer suitable alternative Services using alternative communications on commercial terms.
3.4. The Customer acknowledges that it is improbable that the communication services used and GPS will have 100% coverage or functionality in any area at all times. Any deviations from any coverage representations made or from any coverage map shown to the Customer shall not constitute default by RMJ Technologies. Any surveys, if provided, are to indicate general parameters of expected coverage, subject to previously mentioned conditions, and are not binding as an exact representation of coverage.
3.5. In the event that the Customer’s use of device either intentionally or unintentionally results in abnormal and/or excessive communications usage, RMJ Technologies shall be at liberty to suspend Services in relation to the relevant device, for a reasonable amount of time, on written notice to the Customer, until RMJ Technologies is able to assess the cause and implement a solution.
INTERRUPTION OF SERVICES; FORCE MAJEURE
RMJ Technologies shall have no liability for a failure to provide or for delay in providing device or Services due directly or indirectly to causes beyond the control of RMJ Technologies or its providers, including, without limitation, acts of God, or governmental entities, or of the public enemy, termination of Services due to actions of a TC, including, but not limited to, deactivation/dismantling of a TC’s network, acts of the Customer, strikes, unusually severe weather conditions, interruptions of transportation, political instability or inability to obtain necessary labor, materials or facilities, default of any supplier, or delays in Federal Communications Commission (“FCC”) frequency authorization or license grant. Delivery schedules of device shall be considered extended by a period of time equal to the time lost because of any such delay. If RMJ Technologies is unable to wholly or partially provide device or perform the Services for more than 30 days because of any cause beyond its control, RMJ Technologies may terminate the Agreement without any liability to Customer, other than refund any amounts paid for device, Software or Services which have not been provided and all deposits and advance payments made by the Customer will be retained by RMJ Technologies as compensation for documentation, processing and other expenses.
REVISION OF FEES AND SERVICES
Before the end of the Term RMJ Technologies may, upon 60 days’ notice revise the monthly rates for Services set forth in the Plan, such changes to take effect immediately after the Term finishes. If the Customer terminates the Agreement other than as herein provided, all accrued and unpaid charges shall be immediately due and payable.
AUTOMATIC RENEWAL & TERMINATION
4.1. At the expiration of the Term, the Agreement shall automatically renew for successive 12 month periods unless express written notice is received by either party from the other at least 30 days, but not more than 90 days, prior to the expiration date.
4.2. The Customer shall pay RMJ Technologies the unpaid aggregate price and fees for all Services listed in the Plan for the remaining term of the Agreement if the Customer cancels the Agreement otherwise in accordance with 4.1 above.
4.3. The Agreement shall terminate immediately without liability if Geotab were to shut down and a suitable replacement were not made available by RMJ Technologies within 60 days.
4.4. The Agreement may be terminated by Customer on 90 days written notice if RMJ Technologies is in breach of any of the material terms of the Agreement, and such breach is not cured within the 90-day notice period.
CUSTOMER DEFAULT AND RMJ TECHNOLOGIES REMEDIES
5.1. Customer shall be deemed to be in default in the event of any of the following (each an “Event of Default”).
5.1.1. Customer does not pay any amount due within 10 days of when it first becomes due.
5.1.2. Customer is in breach of any of the material terms of the Agreement, or any other obligation with RMJ Technologies, and does not cure such breach within 90 days of receipt of notice of such breach.
5.1.3. Customer transfers or attempts to transfer any device to another party.
5.1.4. Customer gives RMJ Technologies reasonable cause to be insecure with Customer’s willingness or ability to make required payments, such as Customer is unable to pay its debts as they fall due or Customer becomes insolvent or makes a general assignment for the benefit of creditors, if a petition in bankruptcy is filed by the Customer, or such a petition is filed against and consented to by the Customer or not dismissed within sixty (60) days of filing, or if a bill in equity or other proceeding for the appointment of a receiver of the Customer or other custodian for the Customer’s business or assets is filed and consented to by the Customer, or if a receiver or other custodian (permanent or temporary) of the Customer’s assets or property, or any part of the Customer’s assets or property, is appointed.
5.2. In the event of the Event of Default RMJ Technologies may, in addition to the other rights set forth elsewhere in the Agreement take all or any of the following steps.
5.2.1. Suspend any or all Services.
5.2.2. Charge the Customer a $5 per device administration charge and a late fee and interest at the rate of one and one-half percent (1 1/2%) per month (or the highest rate permitted by law, if such rate exceeds the highest rate permitted by law) to compensate RMJ Technologies for the extra administrative expenses incurred by it.
5.2.3. Accelerate all sums due or to become due (future amounts discounted to present value on the date of computation at 5% per year) in connection with the Agreement as liquidated damages for breach of the Agreement and not as a penalty.
5.2.4. Exercise any remedy at law or equity, for which Customer expressly waives any required notice
5.2.5. Refer the Agreement to an attorney for legal action, in which case, Customer agrees to pay RMJ Technologies’ reasonable attorney’s fees and actual costs, including our travel costs to any deposition or court appearance. Customer further agrees that a reasonable attorney fee is not less than the greater of $300.00 or 25% of the total amount in collection as a liquidated damage and not a penalty.
5.2.6. Charge the Customer a reactivation fee for each device should RMJ Technologies suspend Services and then re-activate the Services at RMJ Technologies’ then current rates.
Customer shall make payments to RMJ Technologies in accordance with the Agreement, at such place and/or by such means as RMJ Technologies designates from time to time. Specifically:
6.1. Payment for devices in addition to shipping, installation (if applicable) and Provisioning costs (if applicable) shall be made in advance by electronic transfer or credit card payment.
Your card on file will be charged on the 1st of the month for the following month’s service and are not refundable
6.2. If Customer elects to purchase Set-Up, Customer agrees to pay RMJ Technologies the Set-Up fee on or before the date the first payment by it to RMJ Technologies is due via the credit card on file for monthly service payments.
6.3. No advance payments made by the Customer for the Set-Up, Services and/or devices are refundable.
7.1. The Customer warrants that it will advise any employee or other authorized user of a Vehicle that the
7.1.1. Vehicle may be tracked.
7.1.2. The Customer and employees will be able to view details relating to Vehicle(s) using the Software.
7.1.3. The Customer will be able to produce historical reporting of Vehicle(s) for a period of up to One year prior to the date on which the report is requested or for the period from when the Services were active if less.
7.2. The Customer acknowledges that for quality control, security reasons and training, telephone calls between RMJ Technologies and the Customer and/or its employees may be recorded.
7.3. The Customer consents to RMJ Technologies (via Geotab) tracking and tracing the location, time and speed of Vehicles, and driver behavior data via the device for the purposes of research and use for the Agreement.
7.4. The data produced by use of the Services is the property of the Customer. However, RMJ Technologies reserves the right to use and to allow third parties to use location, time, speed and other information obtained from Vehicles for traffic information, journey data analysis, mapping, fleet benchmarking or other related purposes. Customers which have OEM lease and maintenance and/or insurance or leasing related services detailed in the Agreement (or otherwise agreed in writing) consent to the provision by RMJ Technologies during the Term of data produced by the use of the Services, or access to said data, identified as the Customer’s data, to the OEM, insurance and/or leasing company designated in the Agreement.
7.5. RMJ Technologies and its agents, its business partners and/or carefully selected companies may use the Customer’s information to keep the Customer informed by post, telephone, facsimile, e-mail, SMS or other means about RMJ Technologies products and services. By providing RMJ Technologies with contact details, the Customer consents to being contacted by these parties for these purposes. If the Customer does not wish to receive marketing information, the Customer must state this in writing to RMJ Technologies at 970 Los Vallecitos #202, San Marcos, CA 92069 or in a message by email to email@example.com or another email address specified by RMJ Technologies from time to time.
8.1. If any provision of the Agreement shall be unlawful, void, or unenforceable, then that provision shall be deemed limited to the extent required to make it enforceable, or, if necessary, severed from the Agreement. Such a provision shall not affect the validity and enforceability of the remaining provisions of the Agreement.
8.2. The Agreement includes the End User Agreement of Geotab. Any duplicate items outlined in the Geotab End User Agreement supersedes those of this agreement, as it pertains to the use of hardware or software provided by Geotab.
The Agreement (and for the avoidance of doubt including these Terms) constitutes the entire agreement and understanding between the parties as to the subject matter of the Agreement and supersede all previous and contemporaneous communications, representations, or agreements, written or oral relating to the Services purchased under the Agreement. Any amendments to these Terms must be in writing and authorized and signed by the President of RMJ Technologies or its Chief Executive Officer and are not otherwise binding.
8.3. Any waiver of a breach of the Agreement shall not be a continuing waiver and shall not prevent any claim of a breach of the same terms or any other term of the Agreement.
8.4. In these Terms, words incorporating the masculine gender only include the feminine and neuter genders and words incorporating the singular number only include the plural and vice versa.
8.5. If the Services are being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government use, duplication, or disclosure by that party is subject to restrictions as set forth in subparagraph (b) of The Rights in Technical Data and Computer Software clause at DFARS 252.227 – 7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software–Restricted Rights at 48 CFR 52.227-19 as applicable.
8.6. The Agreement is fully assignable and transferable by RMJ Technologies to any person or entity and shall inure to the benefit of such assignee or successor and all references herein. Customer may not assign the Agreement without the prior written consent of RMJ Technologies, except that Customer may, without RMJ Technologies’ consent, assign the Agreement: (a) to Customer’s parent company, a subsidiary, or an affiliate; (b) to any successor corporation by consolidation or merger; or (c) to any corporation with the authority to carry on a business of a nature transacted by Customer and to which Customer has sold all or substantially all of its assets, provided that Customer has advised RMJ Technologies in writing of such assignment and Customer remains liable for any obligations or liabilities arising under the Agreement.
8.7. The headings used herein are for convenience only and are not to be used in the interpretation of the Agreement.
8.8. All notices and other communications required or permitted to be given under the Agreement shall be in writing and shall be delivered or transmitted by the Customer to RMJ Technologies addressed to the General Manager at the address specified on the Agreement or such other address as RMJ Technologies may notify to the Customer for this purpose from time to time. Notices by RMJ Technologies to the Customer shall be to the customer address listed on the Agreement or as provided by the Customer to RMJ Technologies from time to time and it is the responsibility of the Customer to advise RMJ Technologies of any change of address expeditiously. Any notice shall be treated as having been served on delivery if delivered by hand or email, 4 working Days after posting if sent by pre-paid registered mail, 2 working Days after dispatch if sent by courier and on confirmation of transmission if sent by email.
8.9. The Agreement (outside of the Geotab End User Agreement) shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which are explicitly excluded. The parties agree to submit to the jurisdiction of California and that any and all disputes, claims, proceedings or actions arising from or in connection with this Agreement shall be brought in the State or Federal courts having within their jurisdiction in California.
8.10. Each signatory is duly authorized and has the necessary power and authority to execute and deliver this Agreement on behalf of the applicable party and to bind such party, and each party has the necessary power and authority to deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
RMJ Technologies Terms and Conditions