Terms & Conditions

These Terms and Conditions are effective as of May 1, 2012. They were last modified on June 26, 2012.

Customer Terms and Conditions

The following terms and conditions form part of the Service Agreement entered into between 10n2 Technologies Limited or 10n2 Technologies, Inc., (“10n2”) and the person or entity identified as the Customer in the Service Agreement (referred to herein as “You”). These terms and conditions are current as of the date(s) indicated at the top, and are subject to revision as provided in Section 14 below.

1. 1.Nature and Limitations of the Service

   1. 1.1 You have chosen to subscribe to either BizProtect™ or OneProtect™ (the “Service”) for use by certain of Your employees, family members or other individuals who use mobile devices while driving a motor vehicle (“End Users”), subject to the conditions and limitations set forth below.
   2. 1.2 You understand and acknowledge that the Service is a tool designed to aid in combatting distracted driving and reducing its ill-effects by disabling certain functions of the mobile device while the vehicle is moving.
   3. 1.3 You understand and acknowledge that 10n2 does not guarantee the safety of You or Your End Users, passengers, or any other persons, nor does 10n2 undertake any responsibility for preventing accidents or mishaps involving Your vehicles or personnel. You further acknowledge that the Service only functions with certain types of mobile devices.
2. 2.Term; Termination
3. 1. 2.1 This Agreement shall commence on the Start Date specified in the Service Agreement, and shall continue in full force and effect for the Term specified in the Service Agreement and thereafter, or if no term is specified, until terminated by either party on thirty (30) days prior notice to the other.
   2. 2.2 Either party may terminate this Agreement, without further liability, in the event of a material breach by the other party (including Your failure to pay any invoice when due), in the event the breaching party fails to cure such breach after receiving ten (10) days’ notice from the other party. 
   3. 2.3 If you have committed to a Term (and not paid in advance) and choose to cancel service prior to the end of the Term, You will be liable to pay 10n2 the difference between (1) the full charges that would have applied at an undiscounted monthly rate and (2) the amount You actually paid.
   4. 2.4 All sales are final. No refunds.
4. 3.Payment Terms
5. 1. 3.1 The basic monthly charge shall equal the monthly charge per phone shown in the Service Agreement times the greater of (1) the minimum quantity of phones specified or (2) the maximum number of phones in service during the previous month, plus any applicable sales or excise taxes.
   2. 3.2 All charges specified in the Service Agreement, along with any applicable taxes, are billed monthly in arrears, and are not subject to proration in the event the service is cancelled during the month.
   3. 3.3 A late payment charge of 1.5% per month (or the highest amount permitted by law, whichever is lower) shall apply to any charges remaining unpaid more than thirty (30) days after the due date.
6. 4.Designation of Administrator
7. 1. 4.1 In order to implement and manage the Service, You must designate an individual to serve as Administrator and to perform the duties listed in Section 5 below. (For single-user OneProtect™ service, You are the Administrator.)
   2. 4.2 You retain responsibility for any acts or omissions of the Administrator during the course of this Agreement.
   3. 4.3 In the event that the original designee is unable to continue as Administrator, it shall be Your responsibility to designate a substitute Administrator and to so notify 10n2 as soon as practicable.
8. 5.Administrator’s Responsibilities
9. 1. 5.1 The Administrator shall be responsible for providing, maintaining, correcting, and updating as necessary a list of email addresses corresponding to the mobile devices used by your End Users.
   2. 5.2 The Administrator shall be given access to 10n2’s system through a secure portal for the purpose of implementing and managing the Service on Your behalf.
   3. 5.3 Within thirty (30) days after the Effective Date, the Administrator shall cause all End Users to be loaded into 10n2’s system, relying if necessary on training or assistance provided by 10n2 or its sales agent. The loading of each user shall cause an email to be sent to the End User’s mobile device from 10n2 with a link and directions for downloading the 10n2 Application.
   4. 5.4 The Administrator shall be responsible for selecting, on an individual, group, or system-wide basis, specific or default parameters (such as hours of activation) as made available by 10n2 from time to time.
10. 6.End User Coverage. In order for an End User to be covered by the Service, the following conditions must be met:
11. 1. 6.1 The End User’s email address has been activated in the system by the Administrator;
    2. 6.2 The End User has received the activation email and responded positively by following the instructions, clicking on the link, and successfully downloading the 10n2 Application and installing it on the End User’s mobile device.
    3. 6.3 The End User has agreed (by downloading or using the Application) to be bound by these Terms and Conditions.
12. 7.Your Responsibility for End User Compliance. You agree to take all reasonable steps to ensure that Your End Users are aware of and comply with these terms. You shall be and remain responsible to 10n2 for Your End Users’ compliance with these terms and conditions.
13. 8.Software License. The application downloaded to each end user’s mobile device in conjunction with the Service constitutes software that is owned (and will remain owned) by 10n2.
14. 1. 8.1 Grant of License. Subject to the terms and conditions of this Agreement, 10n2 grants to You and to each End User a personal, revocable, non-exclusive, non-transferable, non-sublicensable, limited right to install and use one copy of the Application on each mobile device owned or controlled by You or the End User, and to access and use the Application on such mobile device solely in conjunction with Your use of the Service hereunder, strictly in accordance with the terms and conditions of this License and all applicable local, national, and international laws and regulations.
    2. 8.2 Restrictions on Use. Neither You nor any End User shall: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Application, even for research purposes; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Application; (c) violate any applicable laws, rules or regulations in connection with Customer’s access or use of the Application; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of 10n2 or its collaborators, suppliers or licensors; (e) use the Application in a manner that derives revenue directly from such use, or use the Application for any other purpose for which it is not designed or intended; (f) make the Application available over a network or other environment permitting access or use by multiple Devices or users at the same time; (g) use the Application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any service, product or software offered by 10n2; (h) use any proprietary information or interfaces of 10n2 or other intellectual property of 10n2 in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application; (i) circumvent, disable or tamper with any security-related components or other protective measures applicable to the Application or (j) reproduce, archive, retransmit, distribute, disseminate, sell, lease, rent, exchange, modify, broadcast, synchronize, publicly perform, publish, publicly display, make available to third parties, transfer or circulate the Application. These obligations survive termination of this License.
    3. 8.3 Rules and Policies. You and each End User agree to abide by the rules and policies established from time to time by 10n2. Such rules and policies may include, for example, required or automated updates, modifications, and/or reinstallations of the Application and obtaining available patches to address security, interoperability or performance issues.
    4. 8.4 Compliance. You and each End User agree to provide 10n2 with access to any covered mobile device to the extent reasonably necessary for 10n2 to verify compliance with these license terms.
15. 9.Intellectual Property. 10n2 Technologies retains all right, title, and interest in and to the Service, including without limitation all software used to provide the service and all logos and trademarks reproduced through the Service, and this Agreement does not grant You or any End User any intellectual property rights in or to the Service or any of its components, except to the extent provided in Section 8 above.
16. 10.Disclaimer of Warranties and Representations. YOU AND EACH END USER ACKNOWLEDGE AND AGREE THAT THE SERVICE AND THE APPLICATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THAT THEIR USE OF OR RELIANCE UPON THE SERVICE AND APPLICATION IS AT THEIR SOLE RISK AND DISCRETION. 10n2 AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES REGARDING THE SERVICE OR THE APPLICATION, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THIS LICENSE, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, 10n2 AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT THE SERVICE OR THE APPLICATION WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT IT WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU OR ANY END USER FROM 10n2 OR FROM THE APPLICATION SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTEE. FURTHERMORE, YOU AND EACH END USER ACKNOWLEDGE THAT 10n2 AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS HAVE NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE APPLICATION. 10n2 AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE APPLICATION WILL BE COMPATIBLE OR INTEROPERABLE WITH THE MOBILE DEVICES USED BY YOU OR ANY END USER OR WITH ANY OTHER PIECE OF HARDWARE, SOFTWARE, EQUIPMENT OR DEVICE INSTALLED ON OR USED IN CONNECTION WITH YOUR SERVICE. FURTHERMORE, YOU AND EACH END USER ACKNOWLEDGE THAT COMPATIBILITY AND INTEROPERABILITY PROBLEMS CAN CAUSE THE PERFORMANCE OF A MOBILE DEVICE TO DIMINISH OR FAIL COMPLETELY, AND MAY RESULT IN PERMANENT DAMAGE TO THE DEVICE, LOSS OF THE DATA LOCATED ON THE DEVICE, AND CORRUPTION OF THE SOFTWARE AND FILES LOCATED ON THE DEVICE. YOU AND EACH END USER ACKNOWLEDGE AND AGREE THAT 10n2 AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY TO YOU OR ANY END USER FOR ANY LOSSES SUFFERED, RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS. SHOULD THE APPLICATION PROVE DEFECTIVE, YOU AND/OR THE END USER ASSUME THE ENTIRE BURDEN OF ALL NECESSARY EXPENSES, SERVICING, REPAIR, OR CORRECTION. THESE OBLIGATIONS SURVIVE TERMINATION OF THIS LICENSE.
17. 11.Limitation of Liability
18. 1. 11.1 EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL 10n2, ITS COLLABORATORS, SUPPLIERS OR LICENSORS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE TO YOU OR ANY END USER FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE OR DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE APPLICATION, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT YOU OR YOUR END USER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. 11.2 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, 10n2'S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR OWED BY YOU HEREUNDER. 
19. 12.Statutory Rights. This Agreement gives You specific legal rights and You may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitation or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted from this Agreement and the remainder of the limitation or exclusion shall continue in full force and effect.
20. 13.Notices. All notices under this Agreement shall be in writing and shall be given by personal delivery, confirmed email transmission, or by registered or certified mail or overnight courier, return receipt requested, to the addresses set forth in the Service Agreement (or another address designated by notice), and shall be deemed given upon receipt. 
21. 14.Modification. These Customer Terms and Conditions are subject to modification from time totime by 10n2 Technologies by making appropriate revisions to this document and posting the revised terms on the 10n2 website at http://www.10n2tek.com/terms/index.html. Any such modification shall take effect immediately and shall apply prospectively. Your continued use of the service for more than thirty (30) days after the change becomes effective shall constitute acceptance of the changed terms. Except for the foregoing, this Agreement may only be amended, modified, or supplemented by a separate written document duly executed by authorized representatives of both parties. 
22. 15.Waiver. No term or provision of this Agreement shall be waived, and no breach or default excused, unless such waiver or excuse is in writing and signed by the party to which it is attributed. No consent by a party to, or waiver of, a breach or default, by the other, whether expressed or implied, shall constitute a consent to or waiver of any subsequent breach or default. 
23. 16.Partial Invalidity. If any provision of this Agreement shall be held to be invalid or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be affected or impaired thereby, but rather this Agreement shall be construed as if not containing the invalid or unenforceable provision. However, if such provision is an essential element of this Agreement, the parties shall promptly attempt to negotiate a substitute therefor. 
    
24. 17.Assignment. Neither party may assign its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, provided that no such consent shall be necessary in the event of a corporate restructure, merger, or acquisition of substantially all of the assets of the assigning party. 
25. 18.Force Majeure. 10n2 will not be liable or responsible for any failure toperform, or delay in performance of, any of its obligations under this Agreement that is caused by events outside our reasonable control. 10n2’s performance under this Agreement is deemed to be suspended for the period that the force majeure event continues, and 10n2 will have an extension of time for performance for the duration of that period.
26. 19.Governing Law/Jurisdiction/Venue.
27. 1. 19.1 If this Agreement is made with 10n2 Technologies Limited, its subject matter and its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Ireland and submitted to the exclusive jurisdiction of the courts in the Republic of Ireland.
    2. 19.2 If this Agreement is made with 10n2 Technologies, Inc., its interpretation, enforcement, and validity (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York. Each party agrees to be subject to the personal jurisdiction of the courts of the State of New York. 
    3. 19.3 To the maximum extent permitted by applicable law, You and 10n2 agree that any cause of action arising out of or relating to the Service or the Application must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

[End of BizProtect™ Customer Terms and Conditions]

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