This Master Subscription Agreement (“Agreement”) is entered into by and between ELDS, LLC, a Tennessee limited liability company (the “Company”) and the party signing herein below (“Subscriber”). Subscriber has agreed to purchase device(s) and components (the “Equipment”) and subscribe to certain telematics and other data services (the “Services”) from the Company as specified in this Agreement. The Company agrees to provide the Equipment and activate the Services for the Equipment in accordance with the terms and conditions of this Agreement. The terms of this Agreement, with the exception of pricing, shall be applicable to all future purchases of any other equipment and services by Subscriber from the Company. Company will occasionally update the terms of our Agreement and Subscriber should check www.eldsolutions.com regularly for updates.
Ordering Equipment: The Company will ship the Equipment to Subscriber upon Subscriber successfully executing this Agreement. Each additional Equipment order will be memorialized with a Modified Agreement and by an “Order Confirmation” setting out the details of the order placed by Subscriber and will extend this Agreement the appropriate length as noted in the Modified Agreement. Please note that pricing may be adjusted from time to time.
Services: Monthly Service and Equipment fees will commence on the date of the signed Agreement and shipping fees will commence upon shipment separately. Subscriber will be responsible for any and all fees related to shipping included but not limited to customer fees or rush order fees. Subscriber may upgrade from BYOD to Dedicated packages at any time by signing a Modified Agreement with new agreed upon pricing, however, Subscriber may not move from a Dedicated package from a BYOD package without incurring additional fees such as a Deactivation fee and a Device Cancellation fee. The Equipment should only be used for the purpose of fulfilling the Services and any data usage unrelated will result in that individual equipment being shut off and may result in additional charges for the Subscriber. Subscriber assumes all responsibility related to excessive data usage including any repercussions from having the service terminated. Also included in the monthly Service fee is storage of Subscriber’s data on the Company’s servers, which will be archived for exactly six (6) months (with each back-up starting on any date that the specific data at issue is gathered by the Company through the Equipment/Services from Subscriber’s use) and thereafter will be immediately and permanently deleted from the Company’s servers. Subscriber should backup all data on their own and at their own expense as Company will not back up such data. Additional data backup fees may apply if Company is requested to assist with backing up any information for Subscriber beyond the six (6) month automatic backup period. Additional telematics data may be stored for up to two (2) years depending on the level of service that is selected by the Subscriber. Billing/Fees: All fees for Services and products as selected on the website or ordered via phone shall be paid in advance, in US funds, and thereafter all monthly fees will also be paid in advance using a credit or debit card. Should Subscriber fail to timely pay any monthly fee, the Services will be immediately shut off and will remain shut off for the duration of nonpayment (including turning off archiving of any data linked to the Equipment/Services), and Subscriber hereby waives and releases the Company from any and all damages, claims or judgments relating thereto. A data reactivation fee of Fourty and 00/100 US Dollars ($40.00) will be charged for each BYOD device and a data reactivation fee of Seventy-five and 00/100 US Dollars ($75) will be charged to reactivate each of Subscriber’s devices after being shut-off for non-payment. To the extent Subscriber fails to timely pay any Services fee and such failure continues for ten (10) or more calendar days, Subscriber shall immediately repay to the Company the amount of the “Cancellation Fee” explained below or Subscriber will be subject to be sent to a collection agency by the Company for all outstanding charges including but not limited to Equipment fees, Service fees and any other fees that may be associated with the collection of the outstanding amount due including any 3rd party charges. In the event of any declined payment or insufficient funds, a fee of Fifty and 00/100 Dollars ($50.00) will be charged per NSF.
Confidentiality: The Company will not sell or otherwise disclose Subscriber’s information. The Company will use commercially reasonable efforts to ensure that Subscriber’s information is secure.
Limited Warranty: The Equipment is warranted for one (1) year from date of delivery to function properly, not including abuse or accidental breakage by the Subscriber. The Services carry no warranty, express or implied, due to forces beyond the control of the Company. GPS data is secured from satellites which the Company has neither ownership nor control over. The Services are subject to failure due to failure or incapacity of equipment that is not under the control of the Company that relays the data. The Company is not responsible or liable for interruption or disruption of the Services or any loss of data, which Subscriber hereby acknowledges it shall be solely responsible for backing up and storing on its own servers. However, the Company will make commercially reasonable efforts to remedy any interruption of the Services in a timely manner upon notice from Subscriber. No other verbal, written, or implied warranty shall increase the scope of the warranty specifically referenced herein above. Notwithstanding the foregoing, the Company shall not be liable for any damages due to or arising from failure of the Equipment or Services and the warranty referenced herein above shall be Subscriber’s only remedy. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE EQUIPMENT AND SERVICES TO BE PURCHASED UNDER THIS AGREEMENT ARE FURNISHED AS IS, WHERE IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
Loss of Services: The Company is not responsible for any damages from loss of Services due to Equipment failure, connectivity failure, or damages arising from improper installation of Equipment.
Term: This Agreement shall remain in effect for so long as Subscriber has any active Services with the Company. All orders placed by Subscriber for Services (with or without Equipment, i.e. “Software Only” or "BYOD" option) will be for an initial term of months. Once each Services order’s initial term has expired, such Services order term will renew automatically for successive one (1) year terms for any initial terms longer than one (1) year and for successive one (1) month terms for all initial terms shorter than one (1) year at the then current monthly fee schedule. Either party may express its intent that any Services not automatically renew by notifying the other party in writing or by email no later than sixty (60) calendar days in advance of the date of auto renewal. For Agreements shorter than 3 years, if Subscriber chooses not to automatically renew and notifies Company before sixty (60) calendar days, Subscriber will not have to pay any Deactivation Fees but will still owe any unpaid Device Fees which is calculated by multiplying the total number of devices as listed on all Order Confirmations by the current retail cost of each device and appropriate accessories less any amount already paid toward those devices. Regardless of what Subscriber pays in device fees for any Order confirmation, once the last device ordered has been in service with Company for 36 months or longer Subscriber will not owe any Device Fees if Subscriber chooses not to renew.
Cancellation Fee: Subscriber may cancel the Services at any time only by notifying the Company, by signing a cancellation agreement provided by the Company and by paying Device Cancellation fees, Deactivation fees as well as any other unpaid balances or past due fees. Device Cancellation fees are calculated by multiplying the total number of devices listed on all Order Confirmations by the current retail cost of each device and appropriate accessories less any amount already paid toward those devices. Deactivation fees are calculated by multiplying $99 per BYOD device and $149 per Dedicated device to deactivate the service. Subscriber will also be responsible for paying any unpaid balances, past due fees and collections fees in addition to Device Cancellation fees and Deactivation fees. Subscriber may transfer equipment to avoid paying the Device Cancellation fees or Deactivation fees but other fees and restrictions may apply to both the Subscriber and the company the devices are being transferred to. The Company has the right to cancel the agreement at any time with notice to Subscriber at any time. No refund will be given for any Equipment fees or Service fees paid or previously charged. Limitation of Liability: In no event shall the Company be liable to or for the Subscriber for damages, direct or indirect, including, but not limited to, lost savings, lost profits, bodily harm, death, emotional distress, property damage or other direct or indirect damages and claims arising from the Service and/or the use of the Equipment. The Subscriber shall indemnify the Company from all third party claims that may arise as a result of operating a motor vehicle. Notice: All notices shall be in writing and delivered to the address listed herein below for the Company and Subscriber by registered/certified mail, FedEx, UPS or email and are effective when delivered.
Terms & Conditions: All Equipment and Services provided by Company to Subscriber shall be subject to the Terms & Conditions found within this Agreement and at www.eldsolutions.com, which Terms & Conditions are subject to revision from time to time as determined in Company’s sole discretion. Subscriber hereby acknowledges and agrees that it is Subscriber’s responsibility to frequently check the Terms & Conditions online for any revisions that are made. If changes are made to the Terms & Conditions by Company, Subscriber agrees to these changes by continuing to use the Equipment and Services. 30 Days Return Policy: Requests to return any ELDS Hardware (tablets, cables, or other accessories) must be made within 30 days from the date the order ships to the customer. Please contact ELDS Customer Support at (855) 696-3537 to request a Return Material Authorization (RMA) prior to initiating any product return. If the returned product is received by ELDS in as-new condition within the initial 30 day period, a refund will be granted for the 1st month’s subscription charges and/or the product cost (in the case of add-on accessories). Shipping charges are not refundable. After 30 days, the terms of the customer Agreement and manufacturer’s warranty apply. Equipment that is returned without obtaining an RMA from Company will be refused.
General: This Agreement constitutes the entire agreement between the parties relating to the subject matter herein. This Agreement supersedes any previous agreements, whether written or oral, by and between the Company and Subscriber. This Agreement may only be modified in writing by an officer of the Company. If any portion of this Agreement is found to be void or unenforceable the remaining part of the Agreement shall remain in full force and effect. This Agreement does not convey to Subscriber any intellectual property rights (whether patents, copyrights or trademarks) on the Equipment and/or Services that the Company owns or for which the Company has a license right except rights to use the Equipment and Services as specifically set forth in this Agreement.
Governing Law: The Agreement and all aspects of the relationship between the parties shall be governed by the laws of the State of Tennessee, excluding its conflicts of law provisions. Both parties consent to the exclusive jurisdiction of the state and federal courts of the State of Tennessee in respect of any action or proceeding arising out of or relating to this Agreement, and agree that any such actions may only be brought in such courts located in Williamson County, Tennessee.
Last Revision: 12/31/18