NOTE: The following terms apply to you ONLY if IMS is providing you with a demo of an IMS mobile application and an IMS-approved 12V connector or if IMS has otherwise informed you that they apply to your use of an IMS-approved 12V connector.
12V Connector Device Terms
These 12V connector demo device terms (the “Terms“) are incorporated by reference to the UBI Mobile Agreement, and constitute a legal agreement between you, either an individual or a single entity (“You”, or if you are a minor “Your Parent” or “Your Guardian”) and IMS (“IMS”). These Terms apply to You only if You have selected a version of the IMS mobile demo offering that includes an IMS-approved Bluetooth 12V connector (each, a “Connector”) or if IMS has otherwise informed You that these Terms apply to Your use of Connectors.
1. You will have the opportunity to use the Connector(s) for the duration of the demo offering provided to You by IMS (the “Demo Offering”), commencing on the date IMS ships You the Connector(s). You agree that You will use the Connector(s) solely in connection with the Demo Offering and will not attempt to use the Connector(s) with any third party products or services (except as required in connection with the Demo Offering). IMS reserves the right to terminate these Terms upon seven (7) days prior written notice to You, or at any time if You are in breach of these Terms. Ownership of, and title to, the Connector(s) is and shall at all times remain with IMS.
2. Within thirty (30) days of the conclusion of the Demo Offering (or the date these Terms are terminated, whichever is earlier), You will return the Connector(s) provided to You in like-new condition. Unless otherwise agreed upon, if You fail to do so, IMS will charge You a replacement fee for each unreturned Connector.
3. If a Connector malfunctions during the term of the Demo Offering, IMS will repair or replace the affected Connector, in IMS’s sole discretion, at no cost to You (the “Replacement Policy”). However, if a Connector malfunctions due to the following excluded items, IMS shall have no obligation under the Replacement Policy and reserves the right to charge You a fee for the replacement Connector: (a) any defect or damage that is (i) caused by: any accident, misuse, abuse, negligence, improper installation, removal, or inappropriate use; any repair, modification or adjustment of the Connector by any party other than IMS or its authorized service facilities (including but not limited to any attempts by You to open the Connector); or any other causes not arising out of defects in material or construction; (ii) caused by use of any materials not supplied or approved by IMS (including but not limited to software and all vehicle components) or by use of the Connector other than in accordance with its documentation; (iii) caused by environmental conditions not conforming to Connector specifications or which are the result of electrostatic discharge, electrical surge, fire, flood or similar causes, or caused by other external or environmental conditions (other than external or environmental conditions arising in the normal course of operating a motor vehicle), including but not limited to voltage transients, automobile power voltage, liquid (including liquid spillage), dirt, rain, extreme temperatures (including heat) or food; or (iv) due to necessary and outdated Connector software (if updated software has previously been made available to You by IMS, including but not limited to any over the air updates to Connector); (e) caused by the improper installation of Connectors for deployment in the field; (f) any Connector returned to IMS with a date code or serial number that is defaced, missing or altered; (g) any Connector used for unintended commercial or rental purposes, or for abnormal purposes or under abnormal conditions; (h) any damage to, loss of, or recovery of any data or other information stored within the Connector, if applicable, or on any product or part not covered under this Replacement Policy; or (i) any other acts that are not the fault of IMS.
For information on how to obtain a replacement Connector, please visit https://ims.tech/lp/helpcenter/.
4. IMS retains ownership of its technology, including all intellectual property rights and other proprietary rights. IMS’s technology includes the Connector, any proprietary hardware/software, third party software or hardware, system, algorithms, processes or services made available to You and any documentation relating to same including, by way of example and not limitation, DriveSync® technology.
5. You may not, to the maximum extent permitted to be restricted by applicable law: (a) modify, adapt, reverse engineer, decompile, disassemble, or otherwise in any manner deconstruct or change all or any part of the Connector or the software embedded in the Connector (the “Firmware”); (b) create derivative works based on the Connector, the Firmware or any associated documentation; (c) provide, disclose, sublicense, distribute, transfer, assign or otherwise permit any third party to access or use the Firmware, which is confidential information of IMS and/or its licensors; (d) use the Connector or Firmware in conjunction with any third party product or service not supplied by IMS; or (e) use the Firmware to act as a “service bureau” to provide the benefit of the use of the Firmware to or for any other person.
6. The Connector is provided to You “as is” with no guarantee of completeness, accuracy, timeliness or availability. IMS specifically disclaims any and all representations, warranties and conditions, express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement.
7. IMS and its employees, agents or representatives shall not be liable for any indirect, incidental, special, exemplary, consequential or punitive damages of any kind, including but not limited to damages for lost or damaged data, business interruption, loss of use, cost of cover, or lost revenue or profits, however arising, even if IMS or its employees, agents or representatives have been advised of the possibility of such damages or such damages are foreseeable. To the extent permitted under applicable law, IMS shall have no liability to You for any and all claims, demands, suits, actions, causes of action, expenses, damages, losses, injuries, or liability of any kind, regardless of the form of action or theory of liability (including for breach of contract, tort, negligence, by statute, for personal injury or physical damage to tangible property resulting in any defect in a Connector, or otherwise) arising out of or in connection with these Terms or Your use of the Connector.
8. Except as specifically provided herein, these Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada, exclusive of any conflicts of laws principles which would require the application of the laws of another jurisdiction. You agree that any dispute regarding this Terms or the rights and obligations herein will be heard in the Ontario provincial courts, and You agree to be subject to the personal jurisdiction of such courts. If any term, condition, or provision in these Terms is found to be invalid, unlawful or unenforceable to any extent, the remaining provisions will continue to be valid and enforceable to the fullest extent permitted by law. Any provision of these Terms which expressly states it is to continue in effect after termination or expiration of these Terms, or which by its nature would survive the termination or expiration of these Terms shall do so. These Terms constitute the entire agreement between You and IMS and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the Connectors. IMS reserves the right, in its sole discretion, to modify these Terms at any time without prior notice to You. Your continued use of the Connectors following the posting of any such modifications to these Terms constitutes Your acceptance of those changes.
These 12V Connector Device Terms were last updated on August 30, 2018.