Don Chalmers GPS Terms and Conditions

1. ACCEPTANCE; CANCELLATION

(a) Don Chalmers GPS ("Don Chalmers GPS") is not bound by different terms and conditions in Your purchase order or elsewhere unless expressly agreed to in writing by an officer of Don Chalmers GPS. This Agreement and the Product Brochure available at Don Chalmers GPS's website at www.donchalmersgps.com ("Product Brochure"), a copy of which has been provided to You, constitute the entire agreement and understanding of the parties and supersede all proposals, oral or written, and all other communications between the parties relating to the location device and/or location device Services, installation and maintenance purchased under this Agreement. The Services commence as of the first day Don Chalmers GPS receives an executed contract and initial payment therefore after the Location device(s) are installed and activated in accordance with this Agreement.

(b) You may, by written notice to Don Chalmers GPS within fifteen days of the date this Agreement was originally executed by Don Chalmers GPS, cancel this Agreement. If Your cancellation occurs within such fifteen-day period and is for any reason other than as a result of material default by Don Chalmers GPS of any of the terms of the Agreement, You will pay Don Chalmers GPS 20% of the total price and fees for all Location device(s) listed in this Agreement as a de-installation and restocking charge.

2. SHIPPING AND HANDLING

In addition to shipping and handling charges shown on the front of this Agreement, any required delivery that exceeds the cost of normal ground delivery shall be invoiced to You at Don Chalmers GPS's then current flat rates.

3. DELIVERY; RISK OF LOSS; TITLE; SECURITY INTEREST

Unless otherwise stated on the front of this Agreement, all deliveries are FOB Don Chalmers GPS's warehouse. Shipping or delivery dates are good-faith estimates only. Don Chalmers GPS reserves the right to make deliveries in installments and to bill separately for each such installment. Delivery delay or de-fault on any installment shall not relieve You of Your obligation to accept and pay for remaining deliveries. Claims for shipment shortage shall be deemed waived unless presented to Don Chalmers GPS in writing within forty-five days of delivery of each shipment. IN NO EVENT SHALL Don Chalmers GPS BE LIABLE FOR INCREASED COSTS, LOSS OF PROFITS OR GOODWILL OR ANY OTHER, GENERAL, SPECIAL, INCIDENTAL, and CONSEQUENTIAL OR EXEMPLARY DAMAGES DUE TO LATE OR NON-DELIVERY OF Location devices. You hereby grant to Don Chalmers GPS a purchase money security interest in the Location devices to secure payment in full of amounts due hereunder for the Location devices, and You will, upon Don Chalmers GPS's request, sign a UCC-1 Financing Statement and any other documents needed to perfect Don Chalmers GPS's security interest therein.

4. INSTALLATION

(a) Installation. The location device and back-up lithium battery must be installed in Your vehicles in strict accordance with Don Chalmers GPS's specifications. The location device and back-up lithium battery must be installed only by You, Don Chalmers GPS or an authorized installer. Unauthorized or improper installation voids Don Chalmers GPS's limited warranty. Installation of the location device and back-up lithium battery shall take place at the location indicated on the front of this Agreement. If installation is performed at a location other than a Don Chalmers GPS service center, You will provide a location which is safe and presents no known hazards. All necessary utilities (including plumbing, lighting, air conditioning, heating, electrical power and access to phone lines) shall be accessible and provided without charge. You will, at Your expense, obtain and keep in force during the period of installation a policy of general liability insurance covering any liability arising out of Don Chalmers GPS's use or occupancy of the site. You will allow Don Chalmers GPS, its authorized agents and subcontractors full and free access to the site during business hours and will not require that Don Chalmers GPS waive any claim arising from its use of the site or impose any other restrictions as a requirement of access to the site. Don Chalmers GPS will attempt to honor any request for installation during non-business hours, but may apply a surcharge for such installation. In the event that any party other than Don Chalmers GPS provides installation services, You shall be solely responsible for the installation of the hardware device, as well as the back-up lithium battery, and any problems, claims or liabilities resulting from such installation. In connection therewith, You waive all claims against Don Chalmers GPS, including all claims for property damage or personal injury caused by the improper installation of the location device, as well as the back-up lithium battery.

(b) Limited Installation Warranty and Limited Remedy. Don Chalmers GPS warrants the installation of the location device by Don Chalmers GPS or an authorized installer against defects in workmanship for a period of ninety days. If the installation is defective as verified by Don Chalmers GPS, Don Chalmers GPS or an authorized installer will re-perform the installation at no expense to You.

5. LOCATION AND DATA COMMUNICATION SERVICES

(a) Description of Services. The Location devices function as GPS and cellular transceivers that can be installed and operate in a vehicle as long as the vehicle's electrical system is properly maintained. If properly installed, the Location device will enable You to view Your vehicles' whereabouts or send specific commands to the Location device by logging into Don Chalmers GPS's website at www.Don Chalmers GPS, using standard web browsers. The Services selected by You are further described, including, without limitation, coverage area, service limitations and proper use thereof, in the Product Brochure. The Services are for vehicle location and communication with your Location device only. The Services have no connection to any law enforcement agency. We have no responsibility for contacting or communicating with law enforcement agencies on Your behalf. If needed, You must contact the appropriate law enforcement agency yourself to obtain assistance. All Services depend on the monthly usage plan (the "Service Plan") selected by You.

(b) Pricing of Services. Each Location device is assigned to the Service Plan that has been selected by You for that location device. System usage beyond the number of access units included under the selected Service Plan will be invoiced at Don Chalmers GPS's standard access unit rates. The Services are priced in terms of access units, with each type of location and data communication service being assigned a specific number of access units. The aggre-gate number of access units included under the selected Service Plan may be used only by the selected Location device covered under such selected Service Plan. Unused access units may not be applied to other Location devices or to another month's additional usage.

(c) Don Chalmers GPS's Test of Services. You acknowledge that Don Chalmers GPS may, for its internal test and control purposes, without charge to You, locate or communicate with one or more of Your Location devices.

(d) Use of Services. The Services are solely for the purpose of allowing You to locate and communicate with your Location device, and may not be resold or otherwise offered to or used by third parties, unless You have entered into a Don Chalmers GPS Commercial Value Added Reseller Agreement.

(e) Compliance with Law. You are responsible for Your use of the Services, including any optional services selected. You agree to comply with all applica-ble laws, ordinances, rules and regulations of the federal, state, local or foreign government and any agency or public authority thereof, and to hold Don Chalmers GPS harmless from liability or loss by reason of any asserted or established violation of said laws, rules, or regulations by You, Your employ-ees, agents or representatives.

(f) Subscriber Information; Informing Don Chalmers GPS of Changes. You represent that the information contained on the front of this Agreement provided to Don Chalmers GPS by You is complete and accurate. You will immediately notify Don Chalmers GPS in writing if there are any changes in the information con-tained on the front of this Agreement. If You desire to transfer any of the Location devices to other vehicles, You must notify Don Chalmers GPS and provide the appropriate data information prior to such transfer and installation.

6. PAYMENT; TAXES

You shall pay Don Chalmers GPS in accordance with the terms stated in this Agreement, at such place as Don Chalmers GPS designates on its bill. Airtime charges for Services are billed in advance, at the beginning of each period, based on Your selected Service Plan, as set forth in this Agreement. Billing for the first and last period shall be prorated based on the number of days the Services are provided in such period. Incremental charges and other service charges, including, without limitation, activation fees and charges for additional access units, are billed in arrears. Installation Fees are billed separately. Except for the amount, if any, of any tax included in this Agreement, the prices set forth herein and in the Product Brochure are exclusive of any amount for federal, state, local or foreign excise, sales, use, property, retailer's occupation or similar taxes, or any duties, customs or similar charges. Accounts delinquent in excess of fifteen days from the due date shall be subject to a late fee and interest at the rate of 1% per month (or the highest rate permitted by law, if such rate exceeds the highest rate permitted by law). Don Chalmers GPS MAY SUSPEND OR TERMINATE THE SERVICES (INCLUDING DISABLING YOUR ACCESS TO THE SERVICES) AND MAINTENANCE IF ANY CHARGES PAYABLE HEREUNDER ARE DELINQUENT IN EXCESS OF THIRTY DAYS FROM THE DUE DATE OR YOU ARE OTHERWISE IN DEFAULT UNDER THIS AGREEMENT. You agree to reimburse AutoWatch-man for all costs of collection or enforcement of this Agreement, whether or not suit is filed, including, but not limited to, reasonable attorneys' fees, in-curred by Don Chalmers GPS.

7. LIMITED WARRANTY

Don Chalmers GPS warrants the Location device against defects in materials and workmanship for a period of one year from the date of installation. If a Location device is found to be defective in materials or workmanship during the limited warranty period, Don Chalmers GPS will repair or replace the Location device at its discretion and at its expense. Don Chalmers GPS warrants that it will provide the Services in accordance with the applicable Service Plan selected and the Product Brochure, but does not warrant complete coverage or that the Services will be uninterrupted or error-free.

Factory installed or aftermarket products may affect or limit some Don Chalmers GPS features and functionality in some instances. Don Chalmers GPS and its representatives are not responsible for non-Don Chalmers GPS products and services.

It may be necessary to manually lock or unlock your vehicle's door for Don Chalmers GPS's lock / unlock functionality to function properly, because of new electronic ignition key and fob technology.

Please consult with your selling dealership and salesperson if your Don Chalmers GPS functionality seems affected.

8. MAINTENANCE

Under the provisions of certain Service Plans, You will receive maintenance services pursuant to which Don Chalmers GPS will repair or replace (at Don Chalmers GPS's option) any verified failed Location device component, including antennas and interconnected cables.

9. LIMITED REMEDY

Your sole remedy for breach of any warranty is the right to repair or replacement of the defective Location device and the right to receive a credit or refund (at Don Chalmers GPS's discretion) on Services not provided for reasons within Don Chalmers GPS's control. No allowance will be given for any single failure or delay that does not exceed forty-eight hours. To obtain warranty or maintenance service, You must contact the local Don Chalmers GPS office. Don Chalmers GPS may instruct You to (a) obtain a Returned Materials Authorization ("RMA"); (b) adequately package the products; (c) ship the products to the address provided by Don Chalmers GPS; and (d) mark the RMA number prominently on the outside of the carton. Products received without an RMA number will be returned freight collect. Don Chalmers GPS will return the repaired products prepaid and fully insured. Alternatively, at Don Chalmers GPS's option, Don Chalmers GPS may remove and reinstall the products.

10. WARRANTY AND MAINTENANCE EXCLUSIONS

Don Chalmers GPS is not obligated to provide the limited warranties or maintenance services if there has been any unauthorized alteration, modifications, or repair of the Location device, if there is use with the Location device of accessories or devices not approved by Don Chalmers GPS, as being compatible, or in the case of accidents, misuse, abuse, neglect, damage, tampering, improper installation, maintenance, unauthorized use, connection to an improper volt-age supply, reception or transmission problems caused by inadequate or improper antenna (not provided by Don Chalmers GPS), reception problems caused by an inadequate signal level in the operating area, damage due to exposure to the elements, failure to install or use the Location device in accordance with instruction manuals, or acts of God. The limited warranties and maintenance services do not cover accessories, batteries, casings, coverings and other non-electrical components.

THE LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED, EXCEPT WHERE PROHIBITED BY LAW AND, WHERE PROHIBITED, ANY SUCH WARRANTY SHALL BE LIMITED TO THE MINIMUM WARRANTY AND PERIOD REQUIRED BY LAW. NO EMPLOYEE OR AGENT OF Don Chalmers GPS HAS THE AUTHORITY TO GRANT ANY OTHER WARRANTY TO YOU, WRITTEN OR ORAL.

You acknowledge that the Services are based upon the Wireless Service™ furnished to Don Chalmers GPS by cellular providers ("Cellular Providers") utilizing cellular telephone service furnished to Cellular Provider by one or more participating wireless service carriers ("Participating Carriers") pursuant to agree-ments between Cellular Provider and such Participating Carriers and subject to terms, conditions and limitations therein set forth. YOU FURTHER ACKNOWLEDGE THAT PARTICIPATING CARRIERS DISCLAIM ALL LIABILITY OF ANY NATURE TO YOU, WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, ARISING OUT OF YOUR USE OF THE SERVICES, AND YOU AGREE THAT YOU SHALL HAVE NO CLAIMS AGAINST PARTICIPATING CARRIERS OF ANY KIND WITH RESPECT THERETO.

You also acknowledge that complete coverage of any area within the Coverage Map (as defined in the Product Brochure) at all times is improbable. The existence of adverse conditions, such as short-term unpredictable meteorological effects and sky wave interference from distant stations, can interrupt the Services at times. Certain circumstances such as weather, tunnels, underground structures, terrain, high-rise buildings, enclosed or underground parking or driving areas, faulty installation, motor ignition and other electrical noises and radio signals from external sources may interfere with the Services. The Coverage Map describes general parameters of expected coverage and is not a guarantee of coverage.

You have no contractual relationship with any Participating Carrier and You are not a third party beneficiary of any agreement between Don Chalmers GPS, Cellular Provider and/or any Participating Carrier. You acknowledge and agree that the Participating Carrier shall have no legal, equitable or other liability of any kind to You. Subject to Federal Communications Commission local number portability rules, You have no property right in any number assigned to You in connection with Your use of the Services and You acknowledge that any such number can be changed from time to time. You acknowledge that Service may be temporarily refused, interrupted, curtailed or limited because of atmospheric, terrain, other natural or artificial conditions and may be tem-porarily interrupted or curtailed due to usage concentrations, modifications, upgrades, relocation and repairs of transmission facilities. You further agree that neither Don Chalmers GPS nor the Participating Carrier shall be responsible for such interruptions of Service or the inability to use the Service outside of the Coverage Map. You acknowledge that neither Don Chalmers GPS nor the Participating Carrier guarantees the security of wireless transmissions and nei-ther Don Chalmers GPS nor the Participating Carrier will be liable for any lack of security relating to the use of the Service. You expressly acknowledge and agree that the liability and obligations of Participating Carrier to You under the Your agreement for services with any Cellular Provider or Participating Car-rier are strictly controlled and limited by the Participating Carrier's tariff, if any, and the laws, rules and regulations of the Federal Communications Com-mission and other governmental authorities which from time to time have jurisdiction. In any event, regardless of the form of action, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, Your exclusive remedy and the total liability of Provider and/or any supplier of services to Provider arising in any way in connection with the agreement, for any cause whatsoever, including but not limited to any failure or disruption of service provided, shall be limited to payment by Provider of damages in an amount equal to the amount charged to You for Service provided under this agree-ment. In no event shall Provider and/or the underlying wireless service carrier be liable for any cost, delay, failure or disruption of Service, lost profits, or incidental, special, punitive or consequential damages.

In no event shall Don Chalmers GPS and/or the Participating Carrier be liable for the failure or incompatibility of any equipment utilized by You in connection with the Service, other than equipment provided by Don Chalmers GPS or expressly authorized by Don Chalmers GPS hereunder. You shall use all equipment at Your own risk. You shall indemnify, defend and hold Don Chalmers GPS, the Participating Carrier and the respective officers, employees and agents of each of them harmless from and against all claims, causes of action, losses, expenses, liability or damages (including reasonable attorneys' fees and costs), and including without limitation for any personal injury or death, arising in any way directly or indirectly in connection with this Agreement; the provision or use of the Services; or the use, failure to use or inability to use any number. This provision shall survive the termination of this Agreement. You acknowl-edge that this Agreement is assignable by Don Chalmers GPS without your consent. In addition, Your Service may be temporarily suspended or permanently terminated with or without notice in the event that Don Chalmers GPS's agreement with the Participating Carrier is terminated. You waive any and all claims against Don Chalmers GPS and the Participating Carrier for such suspension or termination.

11. LIMITATION OF LIABILITY

Don Chalmers GPS SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY LOSS OR DAMAGE CAUSED BY ANY INTERRUPTION OF THE SERVICES, REGARDLESS OF CAUSE. IN NO EVENT SHALL Don Chalmers GPS'S LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU FOR THE LOCATION DEVICES OR THE SERVICES IN QUESTION. Don Chalmers GPS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, GENERAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF OR DAMAGE TO YOUR VEHICLES OR LOSS OF PROFITS, REVENUES OR DATA, EVEN IF Don Chalmers GPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION SHALL BE BROUGHT FOR ANY BREACH OF THIS AGREEMENT MORE THAN ONE YEAR AFTER ACCRUAL OF SUCH CAUSE OF ACTION EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT. CERTAIN OF THE ABOVE LIMITATIONS MAY NOT APPLY IN SOME STATES AND, IN SUCH CASES; SUCH LIMITATIONS WILL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY LAW.

12. INTERRUPTION OF SERVICES; FORCE MAJEURE

Don Chalmers GPS shall have no liability for a failure to provide, or for delay in providing, the Location device, the Services or maintenance due directly or indirectly to causes beyond the control of Don Chalmers GPS or its subcontractors. If Don Chalmers GPS is unable to wholly or partially perform the Services be-cause of any cause beyond its control, Don Chalmers GPS may terminate this Agreement without any liability to You, other than refund of any amounts paid for the undelivered Location devices or Services.

13. REVISION OF FEES AND SERVICES

After the end of the first year following execution of this Agreement by Don Chalmers GPS, Don Chalmers GPS may, at any time, upon thirty days' prior written notice to You, revise (a) the monthly rates for Service Plans set forth in this Agreement, (b) the number of access units assigned to each location and data communication service, and (c) the cost and features of Services and programs, as set forth in this Agreement and in the Product Brochure in effect on the date of Don Chalmers GPS's execution of this Agreement.

14. TERM AND TERMINATION; RENEWAL; LIMIT FEATURE

This Agreement shall remain in full force and effect for a period of one year from the date this Agreement is executed by Don Chalmers GPS, and shall be automatically renewed and extended without action by any party for additional periods of one year; provided, however, that either Don Chalmers GPS or You may terminate this Agreement upon not less than thirty days' prior notice, to be effective on the last day of the current subscription period. Exceptions to the automatic annual renewal is the twelve (12) month one-time payment renewal, this renewal is based on customer acceptance of continued billing. Notwithstanding the foregoing, this Agreement shall terminate immediately without liability if the authorizations held by Don Chalmers GPS necessary to pro-vide the Services hereunder are revoked by the Federal Communications Commission. If you do not wish to have your mileage increments automatically reported to your selling dealership, contact the dealership and request that this feature be discontinued.

15. GENERAL

No amendment or modification hereof shall be binding upon Don Chalmers GPS unless such amendment or modification is in writing signed by an authorized officer of Don Chalmers GPS. If any term hereof is contrary to, prohibited by or deemed invalid under applicable laws or regulations, such term shall be deemed omitted to the extent prohibited or invalid but the remainder of these Terms and this Agreement shall not be invalidated and shall be given effect so far as possible. Any waiver of any right in, or breach of, this Agreement shall not be a continuing waiver and shall not prevent any claim of breach of the same term or any other term of this Agreement. Neither this Agreement nor any of Your rights or obligations hereunder may be assigned by You without Don Chalmers GPS's prior written consent; provided, that Don Chalmers GPS shall have the right to assign any of its rights and obligations hereunder to any per-son or entity. Subject to the foregoing limits on assignment and delegation, this Agreement shall be binding upon and shall inure to the benefit of the par-ties and their respective successors, and assigns. This Agreement does not create, and shall not be construed as creating, any rights or claims enforceable by any person or entity not a party to this Agreement. This Agreement shall be interpreted under the laws of the State of Idaho. Each party irrevocably (a) consents to the exclusive jurisdiction of the courts of the State of Idaho and of the United States for any judicial district located within the State of Idaho invoked in any action or proceeding relating to this Agreement, the breach hereof, or the transactions contemplated hereby, and (b) consents to the exclusive venue of such action in the County of Ada, Idaho (or any judicial district of a court of the United States as shall include the same).

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