ESOLUTIONS™ TERMS AND CONDITIONS OF USE
The Carrier® Transicold® eSolutions™ telematics Platform may be sold or otherwise provided directly by the Americas Truck, Trailer and Rail business of Carrier Transicold, a division of Carrier Corporation ("Carrier Transicold", "we" or "us") to a Subscriber or an intermediary, such as a leasing company, or by a Dealer to a Subscriber or an intermediary. When You accept these Terms during the process of purchasing the Platform or when You access or use the Platform or any Platform Component, You are confirming that You have read, understand, and agree to be bound by the Terms. The Terms apply from the earliest to occur of the date of Your acceptance of the Terms or the date You first access or use the Platform or any Platform Component and continue in effect until the effective date of the cancellation or termination of Your use of the Platform. The Terms apply to Your use of the Platform and/or any Platform Components, regardless of whether the Platform transaction is made by Carrier Transicold or by a Dealer to the Subscriber.
IMPORTANT: THE TERMS ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CARRIER TRANSICOLD. READ THE TERMS CAREFULLY BEFORE COMPLETING YOUR PURCHASE OF THE PLATFORM OR ANY PLATFORM COMPONENTS. THE TERMS CONTAIN PRODUCT WARNINGS, WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY WITH RESPECT TO THE PLATFORM. BY PLACING YOUR ORDER WITH CARRIER TRANSICOLD OR A DEALER FOR THE PLATFORM OR ANY PLATFORM COMPONENTS, OR REGISTERING TO USE OR USING THE PLATFORM, SITE OR ANY OTHER PLATFORM COMPONENTS, YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, THEN DO NOT PLACE OR COMPLETE AN ORDER FOR THE PLATFORM OR ANY PLATFORM COMPONENTS OR REGISTER TO USE, OR USE, THE PLATFORM, SITE OR ANY OTHER PLATFORM COMPONENTS.
- Defined Terms. The following terms used in the Terms have the following meanings:
"Apps" means mobile applications that are part of or associated with the Platform.
"Data Service" means the recurring subscriptions that enable Subscribers to access and utilize the Platform.
"Dealer" means an authorized Carrier Transicold dealer or service center.
"Equipment" means Carrier® Transicold® truck, trailer or rail transport refrigeration equipment, the vehicles on which that refrigeration equipment is installed and/or other equipment installed on those vehicles.
"Hardware" means the Platform Components that are physical equipment and/or accessories, including but not limited to telematics devices, antennae and sensors.
"Networks" mean the wireless communication and/or satellite networks used to provide the Telecommunication Services.
"Platform" means Carrier Transicold's Americas Truck, Trailer and Rail business' suite of telematics Hardware and Data Service, that, when used together, permits Subscribers to gather, transmit, collect, store, utilize and output data obtained remotely from their Equipment.
"Platform Components" means any individual component or group of components of the Platform, including but not limited to the Data Service, Hardware, the Site, the Apps or the Telecommunications Services.
"Site" means the Platform web site or sites that Subscribers utilize to access their Subscriber Information, including but not limited to esolutions.carrier.com.
"Software" means any and all software, including all associated media, printed or electronic documentation, and internet-based services, that is provided by Carrier Transicold with, or embedded in, any Platform Component.
"Subscriber", "You" or "Your" means or refers to a person or entity that has purchased or otherwise acquired or that is using some or all of the Platform Components, as well any Users, or other employees, agents or other persons or entities acting by, through, for, or in concert with that Subscriber.
"Subscriber Information" means all of the data and information collected, received and/or stored by Carrier Transicold during a Subscriber's use of the Platform or any Platform Component.
"Telecommunications Services" means the wireless communication and/or satellite services used to transmit the Subscriber Information from the Equipment over a Network.
"Terms" means these eSolutions Terms and Conditions of Use, which include all documents incorporated by reference herein, such as the eSolutions Privacy & Data Usage Notice.
"Updates" means any updates, supplements, add-on components, and internet-based service components of the Software that Carrier Transicold may provide or make available to Subscriber.
"User Account" means the account that allows a User to connect to the Platform in order to access Subscriber Information and use various Platform features on behalf of a particular Subscriber.
"User" means an individual authorized by a Subscriber to create, maintain and/or use a User Account on behalf of that Subscriber.
- Entire Agreement. Unless otherwise agreed in a writing signed by an authorized representative of Carrier Transicold, the sole terms on which Carrier Transicold shall provide the Platform shall be the Terms, and any different or additional terms proposed by a Dealer or a Subscriber (including those contained in any Dealer or Subscriber purchase order or similar document) are excluded, and all previous or contemporaneous, oral or written, statements are superseded. In the event that a Dealer and Subscriber agree on terms that are different than or in addition to the Terms, such additional or different terms shall not apply to or bind Carrier Transicold unless made in a writing signed by authorized representatives of Carrier Transicold.
- eSolutions Privacy & Data Usage Notice. The eSolutions Privacy & Data Usage Notice () is incorporated by reference in and is made a part of the Terms. Subscriber grants Carrier Transicold all permissions to use the Subscriber Information as set forth in the eSolutions Privacy & Data Usage Notice. Carrier Transicold may modify the eSolutions Privacy & Data Usage Notice any time, and from time to time, and the modifications will become effective upon posting on the Site or when Carrier Transicold notifies You, whichever occurs first.
- No Waiver. No valid waiver of any provision of the Terms at any time shall be deemed a waiver of any other provision of the Terms at such time or any other time. No change, modification, amendment or waiver of any of the Terms requested or proposed by a Subscriber shall be binding upon Carrier Transicold unless made in a writing signed by authorized representatives of both Subscriber and Carrier Transicold.
- Modifications by Carrier Transicold
- Modification of the Terms. Carrier Transicold may modify the Terms at any time, and from time to time, by giving You notice, which may include posting a new version of the Terms on the Site. If You do not agree with any modification, do not continue to use the Platform. Your continued access or use of the Platform after our notice indicates Your acceptance to the modified Terms. The modified Terms shall be effective as of the date they are posted on the Site.
- Platform Modifications. At any time, and from time-to-time, Carrier Transicold reserves the right, in its sole judgement, to make all such modifications, changes, Updates, supplements and additions to the Platform or any Platform Components, or to discontinue the entire Platform, and one or more Platform Components or any features thereof. Reasons for such actions may include, but are not limited to Carrier Transicold efforts to refine or replace the Platform or to address changes in technology, customer interests, regulatory requirements, service provider offerings or business needs. In the event of such modifications or discontinuation, Carrier shall have no obligation to continue to provide support or maintenance for the prior version of the Platform or Platform Components. In addition, Subscribers may be required, at their sole expense, to purchase or use new or additional Platform Components in order to continue to utilize the Platform as modified.
- In no event shall Carrier Transicold be obligated to take back or buy back any Hardware in the event of a modification to the Terms or the Platform.
- Cancellation, Termination, Suspension and Discontinuation.
- Cancellation by a Subscriber. You may cancel Your use of the Platform at any time. To cancel Your use of the Platform, You must contact Your local Dealer and inform the Dealer that You want to cancel Your use of the Platform. The cancellation will be effective on the last day of the calendar month following the month in which You advise a Dealer of Your intent to cancel. Any refunds for monthly service fees You may have paid in advance to Your Dealer will be solely as agreed between You and Your Dealer and will not be the responsibility of Carrier Transicold. If You cancel Your use of the Platform and later wish to reactivate the Platform, You may be required to purchase updated Hardware and/or pay reactivation fees. In no event shall Carrier Transicold be obligated to take back or buy back any Hardware upon Your cancellation of the Platform.
- Suspension or Termination by Carrier Transicold for Cause. Carrier Transicold reserves the right to immediately suspend or terminate Your use of the Platform or certain Platform Components, without notice to You, if in Carrier Transicold's sole judgment, You breach the Terms, engage in any harmful, unlawful, deceitful or fraudulent conduct in any way relating to the Terms or the Platform, or You do not agree with any Carrier Transicold modifications to the Platform or Terms.
- Suspension or Termination by Carrier Transicold Without Cause. Carrier Transicold reserves the right to suspend or terminate Your use of the Platform or certain Platform Components, at any time, on not less than thirty (30) days prior written notice to You, for any or no reason, including but not limited to changes made to Telecommunications Services or Networks by Network providers, Your failure to acquire and use, at Your sole cost, the most current Hardware or Software, or Carrier Transicold efforts to refine or replace the Platform or to address changes in technology, customer interests, regulatory requirements, or business needs.
- Effects of Suspension, Discontinuation or Termination by Carrier Transicold. Carrier Transicold shall have no liability whatsoever to You as a result of exercising a right to suspend or terminate Your use of the Platform or any Platform Components, including Your access to the Site, or the right to discontinue, update or change any or all of the Platform Components or features of the Platform, except as expressly provided in the Terms. Upon suspension or termination of Your use of the Platform or any Platform Components, You must immediately stop using the Platform or Platform Components and Your license to the Software shall be automatically and immediately suspended or terminated. All provisions of the Terms which by their nature survive termination or expiration, shall survive termination of Your use of the Platform. In no event shall Carrier Transicold be obligated to take or buy back any Hardware made unnecessary or unusable as a result of exercising a right to suspend or terminate a Subscriber's use of the Platform or any Platform Components or a right to discontinue, update or change any or all of the Platform Components or features of the Platform. In no event shall Carrier Transicold be obligated to take back or buy back any Hardware in the event of suspension, discontinuation or termination of Your use of the Platform or any Platform Components by Carrier Transicold.
- Transfer of Hardware. Hardware in use in the field is the property of the Subscriber or other party other than Carrier Transicold. While ownership or use of Hardware may be transferred from one Subscriber to another, the prior Subscriber must cancel its subscription of the Data Service in connection with the transferred Hardware as required by Section 6.a, above and then the subsequent Subscriber must arrange to begin Data Service for the transferred Hardware in its name. The subsequent Subscriber must also agree to these Terms. Reactivation fees may apply.
- User Accounts.
- Your Users will be required to create User Accounts to use certain portions of the Platform, in particular, the Site.
- By permitting the creation of a User Account, You agree that You will:
- provide, and ensure that Your Users each provide, accurate and complete information, and update that information so it remains accurate and complete;
- inform all of Your Users that their access to and use of Your Platform Components, including Your User Accounts, are subject to the Terms;
- ensure that all of Your Users comply with the Terms.
- be solely responsible for all use and misuse of the Platform, Platform Components and User Accounts by Your Users;
- access the Platform only through Your User Accounts;
- keep, and ensure that Your Users keep, User Accounts and User Account identification credentials and passwords secure;
- implement a process that ensures that Your User Accounts are deactivated as soon as an individual User no longer requires access to their User Account; and
- notify Carrier Transicold immediately of any breach of security or unauthorized use of any of Your User Accounts or any User identification credentials and passwords, using our contact information contained in section 22, below.
- Neither Carrier Transicold nor the Dealers will be liable for any costs, damages or losses resulting from unauthorized access (including hacking) to or into, or unauthorized or erroneous use of Your User Accounts. However, You may be liable to Carrier Transicold or other parties due to any unauthorized access (including hacking) to or into, or unauthorized or erroneous use of another User's User Accounts by Your Users.
- Additional Subscriber Obligations. You agree that:
- You will be responsible for all requirements, costs, expenses and taxes incurred in connection with Your use of the Platform and any activities that You undertake in connection with the Platform or with this Agreement, including but not limited to the acquisition and maintenance of the computers or other electronic devices and internet access, necessary to access the Site and User Accounts;
- You will not attempt to breach any Platform security measures;
- You will not copy, reproduce, distribute, decompile, reverse engineer, disassemble, remove, alter, circumvent, or otherwise tamper with any security technology, convert to any use not authorized by Carrier Transicold or claim ownership of the Platform or any Platform Components, or of Carrier Transicold or any other party's information or materials associated with the Platform;
- You will not use the Platform for any unlawful purpose, to harass any person, or for any purpose not allowed by Carrier Transicold;
- You will not remove, modify, or obscure any copyright notices, trademarks, or other proprietary rights notices on or contained in or on any portion of the Platform or any information or materials on or obtained from or about the Platform;
- any attempt to connect any data source other than the Hardware to the Data Service that does or may threaten the security and functionality of the Data Service or the Platform, is a material breach of the Terms permitting Carrier Transicold to terminate Subscriber's use of the Platform immediately, without notice, without further obligation and without prejudice to any other remedies that may be available to it.
- You will not engage in any of the following activities in connection with the Platform:
- transmit any software or other materials that contain any viruses, defects or other items of a destructive or disruptive nature;
- exploit the Platform or any Platform Component in any unauthorized way, including by trespass or burdening capacity or infrastructure;
- modify, adapt, sublicense, translate, sell, reverse engineer, decompile, or disassemble any portion of the Platform or any Platform Component;
- collect, access or utilize any Subscriber Information about Subscribers other than You.
- any attempt to deliberately damage the Platform or any Platform Components.
- Carrier Transicold has the right to investigate any suspicious activity in connection with the Platform or any Platform Components and to take all such actions against and obtain such remedies from any Subscriber, User or other person or entity engaged in such activity to the fullest extent permitted by law.
- Platform Limitations.
- Carrier Transicold does not make the Platform available in all geographic areas and geographic areas of availability are subject to change from time to time. Please confirm availability before purchasing or otherwise acquiring the Platform. In addition, use of the Hardware outside the region or country in which You initially purchased or otherwise acquired the Platform may increase Your costs for use of the Platform.
- The Platform or certain Platform Components may not operate at all or as intended if:
- Your Equipment is not manufactured by Carrier Transicold or is not compatible with the Platform or any Platform Components, due to age, model or otherwise;
- The Equipment on which you are using the Hardware does not have a properly functioning electrical system (including adequate battery power);
- Your Equipment is not in good condition or repair or has been modified or damaged in a way that makes it incompatible with the Hardware;
- You modify any Platform Components;
- You add or connect to any Platform Components equipment or software not provided by Carrier Transicold as part of the Platform;
- the Telecommunications Services or Networks are not available, which may occur at certain times, from time to time, or in certain geographic areas, particularly in more remote geographic areas;
- other occurrences beyond the control of Carrier Transicold interfere with the operation of any Platform Components, including but not limited to hills, tall buildings, tunnels, weather, damage to Your Hardware or Equipment, or Telecommunications Services or Network unavailability or congestion.
- Data Service is only provided for use in connection with Equipment equipped with Hardware and properly activated for use by a Subscriber, and is not designed to be compatible with any other hardware or data source.
- While it is possible that certain of the Platform Components may function or "integrate" with telematics components or systems not provided by Carrier Transicold, Carrier Transicold makes no guarantee that such "integrations" will be possible now or in the future. In the event You choose to use any Platform Components with telematics components or systems not provided by Carrier Transicold, the Platform or certain Platform Components may not operate at all, as intended or in a manner that adequately protects the integrity or security of Your Subscriber Information.
- Force Majeure. Neither Carrier Transicold nor the Dealers shall be responsible for any losses, damages, or penalties occasioned by any delay or failure in the provision of all or any portion of the Platform services or features (a) that may have been prevented by You taking reasonable precautions or (b) that are caused by acts of nature, or forces or causes beyond Carrier Transicold and/or its Dealer's reasonable control, including but not limited to supplier and service provider delays, Telecommunications Services or Network outages, strikes, lock-outs, industrial disputes, fire, flood, acts of God, war, insurrection, vandalism, sabotage, invasion, riot, national emergency, piracy, hijack, acts of terrorism, embargoes or restraints, extreme weather or traffic conditions, epidemic, legislation, regulation, order or other act of any government or governmental agency. In case of such delay, performance shall be resumed when delays have ceased to exist.
- Data Service.
- While it is possible that pricing for some portions or all of the Data Service may be stated in terms of data or message use or volumes, the Data Service is not "airtime" or a simple, standalone Telecommunications Service. In connection with the provision of the Platform, Carrier Transicold procures the Data Service so that Carrier Transicold may provide the complete functionality of the Platform, including but not limited to the collection and transmission of Subscriber Information. Relevant taxes and fees due in connection with the provision of the Telecommunication Services are collected prior to Carrier Transicold's receipt of the Data Service.
- Subscriber acknowledges that it has no contractual relationship or right with respect to the provider of the Telecommunications Services, that the provider is in no event liable to Subscribers with respect to the performance or nonperformance of such Telecommunications Services, and that Carrier Transicold is not a provider of Telecommunications Services and does not control the Networks over which the Subscriber Information passes from the Equipment to other Platform Components.
- Carrier Transicold reserves the right to change the prices it charges for Data Service generally, at any time on not less than thirty (30) days prior written notice to its Dealers, and/or in the event of excessive usage of Data Service by any individual Subscriber, as determined by Carrier Transicold in its sole discretion, on not less than thirty (30) days prior written notice to the Dealer supporting that Subscriber.
- Software License.
- The Software is licensed, not sold. Specifically, conditioned upon Subscriber's compliance with these Terms (including the limitations set forth below and in the eSolutions Privacy & Data Usage Notice) Carrier Transicold grants Subscriber a personal, non-transferable, non-exclusive, non-sublicensable, limited license to, in accordance with any instructions and documentation provided by Carrier Transicold, use the Software that is provided with or embedded in any Platform Component solely for use as part of the Platform. Subscriber acknowledges that Subscriber has no ownership in the Software and that the Software is, and may contain, the intellectual property of Carrier Transicold. Carrier Transicold reserves all rights to the Software except for the rights granted in this provision.
- Subscriber will not, and will not permit or authorize any third party to: (i) disassemble, decipher, decompile, reverse engineer or otherwise attempt to access source code of the Software, except as expressly permitted by applicable law notwithstanding this limitation; (ii) copy, reproduce, modify or create derivative works of the Software; (iii) remove any embedded Software from any Platform Component or work around any technical limitations in the Software; (iv) remove any proprietary notices or labels related to the Software that are in the Software or on any Platform Component or any packaging; and (v) distribute, rent, lease, lend, transfer, sublicense, disclose or otherwise provide the Software to any third party, except as set forth in the following sentence. If a Subscriber is permitted under these Terms to resell a Platform Component containing embedded Software, Subscriber may transfer the Software embedded in the Platform Component to a third party, provided that prior to the transfer of the Platform Component the third party agrees in writing to abide by all the terms of this provision.
- Carrier Transicold provides the Software as-is and without any warranty, express or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information obtained by Subscriber from Carrier Transicold or the Platform shall create any warranty whatsoever. Any Subscriber Information obtained through the use of the Platform or Software is accessed at Subscriber's own discretion and risk, and Subscriber is solely responsible for any harm that results from such use, including but not limited to damage to Subscriber's computer systems, hardware or products. In addition, Carrier Transicold expressly disclaims all liability and Subscriber shall be solely responsible for any damage to or incompatibility with any third party device which Subscriber connects to any Platform Component.
- This Section applies to any Updates, supplements, add-on components, and internet-based service components of the Software that Carrier Transicold may provide or make available to Subscriber If Carrier Transicold provides additional terms along with an Update, those terms will apply to the Update. If Carrier Transicold provides Subscriber with such an update, Carrier Transicold may, at its sole discretion, require Subscriber to use the update and cease use of earlier versions. Carrier Transicold reserves the right to discontinue any internet-based service provided or made available to Subscriber with or through the use of the Software. Carrier shall have no obligation to provide support, maintenance, notification of any Updates or bug fixes for the Software.
- Compliance with Laws. By accepting the Terms, Subscriber agrees to comply with all applicable laws, regulations, rules and guidelines, including but not limited to those dealing with bribery and the export, re-export, or transfer of goods, software and technology, the use of public Networks, including but not limited to 2G (GSM, GPRS), EDGE, 3G (UMTS), HSDPA and H+, 4G or any other future technology and/or telecommunications standards available as part of the Platform, or the use of SIM microchip cards. Subscriber's failure to abide by the obligations of this section will be deemed a material breach of the Terms permitting Carrier Transicold to terminate Subscriber's use of the Platform immediately, without notice, without further obligation and without prejudice to any other remedies that may be available to it. Subscriber shall indemnify, defend and hold Carrier Transicold and its Dealer harmless for all costs incurred in connection with Subscriber's failure to abide by the obligations of this section.
- Export Controls. Subscriber acknowledges that the Platform (and any related data) provided hereunder are subject to the laws and regulations of the United States that govern exports and other international trade controls that may restrict transfers of such items to other countries and parties. Subscriber shall not export, reexport, supply or release such items contrary to the laws and regulations of the United States and other countries relating to export trade, or to any country, entity or other party which is ineligible to receive such items under U.S. laws and regulations, including regulations of the U.S. Department of Commerce or the U.S. Department of the Treasury. Subscriber's failure to abide by the obligations of this section will be deemed a material breach of the Terms permitting Carrier Transicold to terminate Subscriber's use of the Platform immediately, without notice, without further obligation and without prejudice to any other remedies that may be available to it. Subscriber shall indemnify, defend and hold Carrier Transicold and its Dealer harmless for all costs incurred in connection with Subscriber's failure to abide by the obligations of this section.
- Disclaimer of Warranties. YOUR USE OF THE PLATFORM OR ANY PLATFORM COMPONENT IS AT YOUR SOLE RISK AND YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR SUCH USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CARRIER TRANSICOLD OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY WRITTEN CARRIER TRANSICOLD MANUFACTURER'S WARRANTY, THE PLATFORM AND ALL PLATFORM COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY WRITTEN CARRIER TRANSICOLD MANUFACTURER'S WARRANTY, CARRIER TRANSICOLD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO (i.) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (ii.) ANY WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR DEALING; (iii.) ANY REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS OR RELIABILITY OF THE MATERIALS AVAILABLE ON THE PLATFORM, INCLUDING ANY SUBSCRIBER INFORMATION; (iv.) ANY REPRESENTATIONS OR WARRANTIES THAT THE MATERIALS AVAILABLE ON THE PLATFORM, INCLUDING ANY SUBSCRIBER INFORMATION, ARE NOT SUSCEPTIBLE TO LOSS OR CORRUPTION; (v.) ANY REPRESENTATIONS OR WARRANTIES THAT ANY MATERIALS AVAILABLE ON THE PLATFORM, INCLUDING ANY SUBSCRIBER INFORMATION, ARE NON-INFRINGING; (vi.) ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO OR AVAILABILITY OF THE PLATFORM OR ANY PLATFORM COMPONENT WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE; (vi.) ANY REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM OR ANY PLATFORM COMPONENT WILL BE ERROR-FREE, VIRUS-FREE, SECURE, OR NOT SUSCEPTIBLE TO HACKING OR OTHER UNAUTHORIZED ACCESS OR USE; OR. (viii.) ANY REPRESENTATIONS OR WARRANTIES THAT TELEMATICS COMPONENTS, SERVICES OR SYSTEMS NOT PROVIDED BY CARRIER TRANSICOLD ARE COMPATIBLE WITH THE PLATFORM OR CERTAIN PLATFORM COMPONENTS. IN CERTAIN JURISDICTIONS, THE LAW MAY NOT PERMIT THE DISCLAIMER OF WARRANTIES, SO SOME OR ALL OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
- Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CARRIER TRANSICOLD NOR ITS AFFILIATES, SUPPLIERS, SERVICE PROVIDERS OR DEALERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, COLLATERAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES, SUCH AS BUT NOT LIMITED TO, LOSS OF REVENUES, LOSS OF ANTICIPATED SAVINGS OR LOST PROFITS, RECALLS, HARM TO BUSINESS OR BUSINESS REPUTATION ARISING OUT OF OR IN ANY WAY RELATED TO THE PLATFORM OR ANY PLATFORM COMPONENT, NOR FOR ANY OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO (i.) COMMANDS OR COMMUNICATIONS, INCLUDING 2-WAY COMMANDS, SENT OR FAILED TO BE SENT, OR ACTIONS TAKEN OR FAILED TO BE TAKEN, BY ANY SUBSCRIBER WHILE USING ANY PLATFORM COMPONENTS, OR ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMANDS OR COMMUNICATIONS SENT OR FAILED TO BE SENT OR ACTIONS TAKEN OR FAILED TO BE TAKEN BY ANY SUBSCRIBER WHILE USING ANY PLATFORM COMPONENTS; (ii.) ANY DELAY OR INABILITY TO ACCESS OR USE THE PLATFORM OR ANY PLATFORM COMPONENT REGARDLESS OF CAUSE; (iii.) THE COMPLETENESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS OR RELIABILITY OF THE MATERIALS AVAILABLE ON THE PLATFORM, INCLUDING ANY SUBSCRIBER INFORMATION; (iv.) DAMAGE TO OR LOSS OR CORRUPTION OF ANY MATERIALS AVAILABLE ON THE PLATFORM, INCLUDING ANY SUBSCRIBER INFORMATION; (v.) ANY INFRINGEMENT BY ANY MATERIALS AVAILABLE ON THE PLATFORM, INCLUDING ANY SUBSCRIBER INFORMATION; (vi.) ANY ERRORS, VIRUSES, HACKING OR OTHER UNAUTHORIZED ACCESS OR USE IN OR INTO THE PLATFORM OR ANY PLATFORM COMPONENT; (vii.) ANY SUBSCRIBER'S USE OF EQUIPMENT NOT MANUFACTURED BY CARRIER TRANSICOLD OR NOT COMPATIBLE WITH THE PLATFORM OR ANY PLATFORM COMPONENTS, DUE TO AGE, MODEL OR OTHERWISE; (viii.) ANY SUBSCRIBER'S MISUSE OF THE PLATFORM, ANY PLATFORM COMPONENTS OR USER ACCOUNT; (ix.) ANY SUBSCRIBER OR USER'S FAILURE TO KEEP USER ACCOUNT USER IDENTIFICATION CREDENTIALS AND PASSWORDS SECURE; (x.) FAILURE OF ANY SUBSCRIBER TO CLOSE ANY USER ACCOUNT AS SOON AS THAT USER NO LONGER REQUIRES ACCESS TO THE PLATFORM; (xi.) ANY SUBSCRIBER'S FAILURE TO IMMEDIATELY NOTIFY CARRIER TRANSICOLD OF ANY BREACH OF SECURITY OR UNAUTHORIZED USE OF THE PLATFORM OR ANY USER ACCOUNT; (xii.) ANY ATTEMPT TO CONNECT ANY DATA SOURCE OTHER THAN THE HARDWARE TO THE DATA SERVICE; (xiii.) ANY SUBSCRIBER'S USE OF EQUIPMENT NOT IN GOOD CONDITION OR REPAIR OR THAT HAS BEEN MODIFIED OR DAMAGED; (xiv.) ANY SUBSCRIBER'S MODIFICATION OF ANY PLATFORM COMPONENT; (xv.) ANY SUBSCRIBER'S ADDITION OR CONNECTION OF ANY DEVICES OR SOFTWARE NOT PROVIDED BY CARRIER TRANSICOLD AS PART OF THE PLATFORM TO ANY PLATFORM COMPONENTS; (xvi.) UNAVAILABILITY OF THE TELECOMMUNICATIONS SERVICES OR NETWORKS AT CERTAIN TIMES, FROM TIME TO TIME, OR IN CERTAIN GEOGRAPHIC AREAS; (xvii.) ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY SUBSCRIBER; OR (xviii.) ANY OTHER OCCURRENCES BEYOND THE CONTROL OF CARRIER TRANSICOLD THAT INTERFERE WITH THE OPERATION OF ANY PLATFORM COMPONENTS, INCLUDING BUT NOT LIMITED TO HILLS, TALL BUILDINGS, TUNNELS, WEATHER, DAMAGE TO YOUR HARDWARE OR EQUIPMENT, OR TELECOMMUNICATIONS SERVICES OR NETWORK UNAVAILABILITY OR CONGESTION, WHETHER OR NOT FORESEEABLE, AND WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, NOTWITHSTANDING ANY INDEMNITY OR OTHER PROVISION TO THE CONTRARY, AND REGARDLESS OF WHETHER YOU HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THE TERMS, CARRIER TRANSICOLD'S LIABILITY, AND SUBSCRIBER'S SOLE REMEDY, IN CONNECTION WITH DEFECTIVE OR NON-FUNCTIONING HARDWARE SHALL BE LIMITED TO REPAIR OR REPLACEMENT (AT CARRIER TRANSICOLD'S OPTION AND COST) OF THE DEFECTIVE OR NON-FUNCTIONING HARDWARE OR PART THEREOF. IN NO EVENT SHALL CARRIER TRANSICOLD'S MAXIMUM LIABILITY TO YOU UNDER THE TERMS EXCEED THE AMOUNT PAID BY YOU TO CARRIER TRANSICOLD OR A DEALER FOR THE HARDWARE IN QUESTION, PLUS THE AMOUNT PAID BY YOU TO CARRIER TRANSICOLD OR A DEALER FOR THE DATA SERVICE RELATED TO THAT HARDWARE DURING THE MOST RECENT TWELVE MONTH PERIOD.
- Assignment. Subscriber shall not assign or in any way transfer its rights or obligations under the Terms without Carrier Transicold's consent in writing, which may be withheld at Carrier Transicold's sole discretion. Carrier Transicold may freely assign any of its rights or obligations under the Terms in its sole discretion.
- No Third Party Beneficiaries. The provisions of these Terms are for the benefit of Carrier Transicold, the Dealers and the Subscriber and not for any other person or entity.
- Claims. To the extent permitted by law, You agree that You must file any claim or cause of action arising out of or related to Your use of the Platform or otherwise relating to the Terms within one (1) year after the events giving rise to such claim or cause of action, or You shall be barred from filing such request, claim or cause of action.
- Choice of Law & Jurisdiction. The Terms and any sales, service or other transactions arising hereunder or related hereto shall be governed by, and construed in accordance with, the laws of the State of New York (excluding its conflicts of law provisions), and Subscriber irrevocably waives the right to trial by jury and consents to the jurisdiction of the courts located in the State of New York for any action arising out of or relating to the Terms. The provisions of the U.N. Convention on Contracts for the International Sales of Goods shall not be applicable. A determination that any provision of the Terms are ineffective or unenforceable shall not impair the enforceability of other provisions contained herein.
- Carrier Transicold Contact Information. If You have any comments or questions about the Terms or the Platform, please send an email to email@example.com.
Last updated by Carrier Transicold February 1, 2018.
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