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CONNECTED SERVICES TERMS OF SERVICE


Last Updated: March 31, 2021

WELCOME TO CONNECTED SERVICES. These Terms of Service apply to the FCA Connected Services that are comprised of a wireless-based platform and associated vehicle services for consumer use with FCA-branded vehicles, and includes systems, features, services and other technologies, as well as mobile applications and other online services (“Connected Services”). The Connected Services are described on the FCA Website, which may include additional terms regarding these Services such as pricing, how to setup and operate the Services, and other limitations and conditions related to the Connected Services. Generally, the Connected Services include:

•   “Connectivity Services” – these consist of connectivity and wireless services, such as data plans and related services, made available to You by or using the networks of Third Party providers of such services (e.g., AT&T). Connectivity Services may be available or provided as part of other services, such Trial Services or Subscription Services.
•   “Subscription Services” – these are made available to You for a specified period of time (e.g., monthly or annually) and for a fee charged to You pursuant to a Service Plan that You select.
•   “Third Party Services” – these are made available to You by persons or entities that are not affiliated with FCA or any of FCA’s subsidiaries or affiliated companies and may require You to enter into a separate agreement with the Third Party offering such services. For example, some of the features for Hands-Free Active Driving Assist are offered as Third Party Services, which are subject to the End User License Agreement between you and TomTom at the end of these Terms of Service, as well as the Alexa In-Vehicle Assistant, which is subject to additional requirements and terms between you and Amazon. Some of the Third Party Services may require a separate third party subscription or purchase. For, example, vehicle WiFi hotspot available through AT&T requires a separate account and subscription for wireless services with AT&T. Please refer to Section 9 (Third Party Services) for Your rights and obligations with respect to Services offered by such entities or third parties.
•   “Trial Services” – these are made available to You for a specified period of time at no cost to You. If You wish to continue use of Trial Services after their expiration, You may be required to purchase a subscription, in which case they would become a Subscription Service.

ABOUT THIS AGREEMENT

•   Section 1 (Defined Terms) below includes definitions for certain capitalized terms used in this Agreement; other capitalized terms may be defined in relevant sections throughout these terms or on the FCA Website.
•   These Terms of Service, along with the Service Plans, Privacy Policy, descriptions of Services made available through our User Channels and other policies and documents referenced in these Terms of Service or that otherwise refer to, and are incorporated into, these Terms of Service (collectively, the “Agreement”) constitute a legally binding agreement between FCA US LLC (hereinafter referred to as “FCA”, “we”, “us” or “our”) and any person who has enrolled, registered for and/or activated the Services, any person who has registered for an Account relating to use of the Services and any person or entity who uses Your Vehicle or the Services (e.g., other drivers, guests and passengers) (“You”, “Your”, or “Yourself”).
•   This Agreement governs Your access to, and use of, the Services as defined further below.
•   You may use Your Account in connection with a Vehicle that utilizes a legacy platform such as SiriusXM or Sprint. Use of such platforms is subject to other terms and conditions that apply to use of those platforms and to which You agreed in connection with Your use of such platforms and related services.

PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION ABOUT LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO COMPLY WITH AND BE BOUND BY THE ENTIRETY OF THIS AGREEMENT. IF YOU DO NOT ACCEPT ALL OF THE PROVISIONS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE (AND MUST REFRAIN FROM USING) THE SERVICES.

DISPUTE RESOLUTION. SECTION 19 (DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVERS) OF THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US.

YOUR LEGAL CAPACITY TO ACCEPT THIS AGREEMENT


•   You must be at least 18 years old or the age of majority as determined by the laws of Your state of residency, to assume the obligations set forth in this Agreement and You hereby represent to us that You meet that requirement and have the legal capacity to do so.
•   If You are under 18 years of age but are at least 15 years old (a “Minor”), You represent, acknowledge and agree that You are assuming the obligations set forth in this Agreement with Your parent’s or legal guardian’s permission.
•   If You are a parent or legal guardian of a Minor, You hereby agree to bind the Minor to this Agreement and to fully indemnify and hold us harmless if the Minor fails to comply with this Agreement.

ELECTRONIC SIGNATURE AND DISCLOSURE CONSENT NOTICE

•   You agree to the use of electronic documents and records in connection with Your use of the Services and all future documents and records in connection with the Services—including without limitation this electronic signature and disclosure notice—and that this use satisfies any requirement that we provide You these documents and their content in writing. If You do not agree, do not accept this Agreement.
•   You may (i) obtain a paper copy of this Agreement (free of charge), (ii) withdraw Your consent to the use of electronic documents and records, or (iii) update Your contact information by communicating with us as described in “Communicating With FCA” below.
•   If You withdraw Your consent to the use of electronic documents and records, we may cancel Your Agreement and deactivate the Services and You will not be entitled to a refund for any unused portion of the Services.
•   To receive or access electronic documents and records, You must have the following equipment and software: (i) a device that is capable of accessing the Internet; (ii) an Internet browser that supports HTML 4.0 and 128-bit SSL encryption; and (iii) software that permits You to receive and access Portable Document Format or “PDF” files and email. To retain documents and records, Your device must have the ability to download and store PDF files. Your access to this page verifies that Your system and device meets the above receipt, access, and retention requirements.

YOUR RIGHT TO CANCEL YOUR SUBSCRIPTION. To cancel Your subscription to a Service Plan, or disable Services on your Vehicle, please refer to “Your Right to Disable Services or Cancel Your Subscription or Your Account” in Section 14 of this Agreement.

FCA RESERVES THE RIGHT TO MODIFY THE SERVICES, SERVICE PLANS AND THIS AGREEMENT

•   FCA reserves the right to modify the Services, a Service Plan (or pricing) or this Agreement at any time in our sole discretion.
•   Depending upon the nature of the modifications, we will provide notice of such changes via the Vehicle or other applicable User Channels and the date on which such change is effective. If you continue to use the Services after the effective date of the change or otherwise agree to the change, the change will become part of this Agreement as of the effective date of the change.
•   If we make any material changes to this Agreement that, in our sole judgment, would have an adverse effect on Your use of the Service or if any such change materially affects Your rights under the Agreement, You may cancel the affected Service. If You do not cancel Your Services within thirty (30) days of the date of the notice, then You will be agreeing to the change and it will automatically become part of the Agreement.
•   You should frequently review this Agreement (including the effective date) and applicable policies and other documents from time to time to understand the terms that apply to Your use of the Services.
•   If You do not agree with any modifications, Your sole and exclusive remedy is to not use the affected Service or to the extent applicable cancel the affected Service using the methods described in “Communicating with FCA” below.
•   To obtain a copy of the Agreement, see “Communicating with FCA” below.

COMMUNICATING WITH FCA. You may contact us by calling the FCA call center at 800-800-2813 or using other methods available via the FCA Website.


1. DEFINED TERMS

If a term used in this Agreement starts with a capital letter, it either is defined below in this Section, elsewhere in this Agreement or on the FCA Website.
•   “App” means the mobile application(s) made available by FCA that can be used in connection with the Services.
•   “Connected Services Provider” means subsidiaries and affiliated entities of FCA, and Third Party providers, including, but not limited to, underlying Connectivity Providers, content suppliers, licensors, public safety answering points, emergency responders and similar service providers (such as police, fire and ambulance), towing companies, distributors and dealers.
•   “Connectivity Provider” means a Third Party that provides Connectivity Services to You in connection with Your Vehicle or the Services.
•   “Content” means programming, text, software, applications, information, visual, video, oral or other digital material, and all other content of any description provided as part of the Services or through User Channels relating to the Services.
•   “FCA Website” means the FCA-branded website(s) applicable to the Connected Services.
•   “Service Plan” means the plan or description for one or more features, functions or services that are available as part of a Trial or Subscription Services, including any related terms and conditions.
•   “Services” means the connected vehicle services and Content that we make available to You from time to time, as may be further described above and on the FCA Website.
•   “Subscription” is defined in Section 8 (Trial and Subscription Services).
•   “Third Party” means a person or entity other than You, FCA or one of FCA’s subsidiaries or affiliated companies.
•   “Third Party Beneficiaries” means subsidiaries and affiliated companies of FCA and its parent companies, the Connected Services Providers and each of their affiliates, successors and assigns.
•   “User Channels” means websites (including but not limited to the FCA Website), Your Account, mobile applications, smart watches, smart speakers, APIs, in-vehicle infotainment, emails and call centers.
•   “Vehicle(s) ” means vehicles identified by a brand owned or controlled by FCA or one of its affiliates.
•   “Vehicle Disposal Event” means any of the following events: You remove Your Vehicle from Your Subscription, You sell Your Vehicle, Your Vehicle lease ends without any authorized extension, or Your Vehicle is destroyed by casualty.


2. AVAILABILITY OF SERVICES

The Services are only available while traveling in the United States, including Puerto Rico, and Canada. Extended use of the Services in Canada for vehicles purchased in the United States may incur roaming charges, and functionality of the Service may be limited. The Service works using wireless communication networks and the Global Positioning System (“GPS”) satellite network. NOT ALL FEATURES OF THE SERVICES ARE AVAILABLE EVERYWHERE, PARTICULARLY IN REMOTE OR ENCLOSED AREAS, OR ON ALL VEHICLES, AT ALL TIMES. The area that You are driving in may affect the type or quality of service that we can provide to You, including but not limited to routing service. Additionally, some Services may not be fully available if the GPS system is not working (map CD or DVD may be required). Certain programming limitations of the GPS system may impair our ability to determine Your Vehicle’s precise location.

3. ACTIVATION OF SERVICES

To use the Services, You must have the legal capacity to enter into this Agreement as described above and You must accept this Agreement. You accept this Agreement at the earlier of any of the following:
•   When You agree to this Agreement through Your Vehicle (e.g., through the head unit or dashboard in your Vehicle),
•   when You register Your Account with us,
•   You authorize Your FCA-authorized dealership to enroll You in the Services on Your behalf,
•   You purchase or lease a Vehicle that includes the Service and You activate the Services,
•   You (or someone You authorize to use Your Vehicle or Your Account) use the Services or accept any of the benefits of the Services (including using a Vehicle with the Services activated),
•   Your agreement to purchase or lease Your Vehicle contains a reference to this Agreement, and
•   You speak with an FCA customer care agent and request that they activate the Services on Your behalf.

4. YOUR CONNECTED SERVICES ACCOUNT

You may be required to register and create an account with us in connection with Your use of the Services (“Account”). You also may be provided a PIN or otherwise be able to create one in connection with Your Account, Your Vehicle or the Services. You agree:
•   to provide us with accurate and complete information about You when You register for any Account and to keep that information current at all times,
•   that You are fully responsible for (i) maintaining the confidentiality of Your Account credentials, password(s) and PIN(s), (ii) all activities that occur using Your Account, password(s) and PIN(s), and (iii) complying with any terms and conditions applicable to the use of any Services or Your Account,
•   not to share, let anyone else access or do anything else that might jeopardize the security of Your password(s), PINs or Account, and
•   to notify us if any of Account credentials, passwords or PINs are lost, stolen or disclosed to an unauthorized Third party, if there is any unauthorized use of Your PIN, password or Account, or if You learn of any other breach of security in relation to us, Your Account or the Services.

You may be required to provide Your PIN to authenticate Your Account and to allow Your Account and/or Services to interact, or share information, with services or features, content or applications that are provided by us or the Connected Services Providers. For example, if Your Service Plan includes remote features, Your PIN provides access to use certain features and applications such as remote door lock, door unlock, horn and lights, and remote start, and to make changes to Your Services. Anyone who has access to Your password or PIN may be able to access Your Account and Your Services, including through the App. You are responsible for the actions related to the Services of any person that has Your PIN. Neither we nor any Service Provider has any obligation to inquire about the authority of anyone using Your password/PIN or other information that can be used to identify Your Account to request Services for Your Vehicle.

5. USERS OF SERVICES AND ACCOUNTS

Anyone meeting the requirements for legal capacity as described at the beginning of this Agreement may use the Services and register an Account with us, even if such person is not the owner or lessee of a Vehicle; however, registration for a Subscription is only available to the owner or lessee of record for the applicable Vehicle (or the person authorized to act on their behalf).

You promise to educate and make all other drivers, passengers, guests, occupants and users of Your Vehicle and the Services aware of the terms, conditions, and limitations applicable to the Services and inform them that they are subject to this Agreement in connection with their access to and use of the Services.

When You accept this Agreement, You agree that You are responsible for compliance with this Agreement and any use of the Services in the Vehicle or otherwise, whether by You or any passengers, guests, users or occupants of the Vehicle at any time and even if You are not the one using it, and even if You later claim the use was not authorized. You also are solely responsible for the Services requested by You or by anyone using Your Vehicle.

We only will accept requests to activate, cancel, change or reactivate Your Services or Account from You or another user who has been authorized by You, as listed in Your Account and is of legal age (or from someone we believe is Your authorized agent), and You agree to pay any charges associated with these requests. Neither we nor any Connected Services Provider has any obligation to inquire about the authority of anyone using Your Vehicle.

6. YOUR RESPONSIBILITY TO PROPERLY USE THE SERVICES

First and foremost, always drive safely!
You have full responsibility and assume all risks related to use of the Services and any other features, content and applications available in or through Your Vehicle, regardless of whether such use is by You or other drivers, passengers, guests, occupants and users of the Vehicle. Only use the Services when it is safe to do so. Failure to do so may result in an accident involving serious injury or death.

You acknowledge and agree that You and any other drivers, passengers, guests, occupants and users of Your Vehicle:
•   are responsible for following all applicable laws, rules, ordinances and regulations, including requirements of relevant government regulatory bodies, applicable to use of the Services or Your Vehicle,
•   will use emergency and roadside services only for actual emergencies and roadside assistance needs,
•   will not use the Services for any fraudulent, unlawful, improper or abusive purpose or in any way that interferes with our provision of Services to You or our other customers, and
•   will not abuse or do anything to damage the business operations, services, reputation, employees or facilities of any of us, our affiliated entities and the Connected Services Providers.

If You or any driver, passenger, guest, occupant or user of Your Vehicle violates any of these obligations or uses the Vehicle or Services to commit a crime or for another improper purpose, You agree You will be responsible for any and all costs, expenses, losses, liabilities, damages and other amounts anyone else claims from us, our affiliated entities or the Connected Services Providers arising out of or resulting from, directly or indirectly, any such act, violation, crime, purpose, use, or omission.


7. CONNECTIVITY SERVICES

As a condition to providing Connectivity Services, the Connectivity Providers require that You agree to the terms in this Section. Unless you enter into an agreement directly with a Connectivity Provider, You agree that You have no contractual relationship whatsoever with the Connectivity Providers and that You are not a third party beneficiary of any agreement between us and any Connectivity Providers. IN ADDITION, YOU AGREE THAT THE CONNECTIVITY PROVIDERS HAVE NO LEGAL OR EQUITABLE LIABILITY OR OTHER LIABILITY OF ANY KIND TO YOU. If another Connectivity Provider is involved in any problem (for example, because of roaming), You also agree to any limitations of liability that such Connectivity Provider imposes on its customers. You have no rights in the wireless phone number assigned to Your Vehicle’s system. We or the Connectivity Provider can change the number at any time.
The Services use digital wireless telecommunications technology and GPS technology that are outside of our control. Telecommunications technologies have been known to change over time, resulting in the obsolescence of certain telecommunications networks.

The Services cannot work unless Your Vehicle is in a place where we have an agreement with a Connectivity Provider for service in that area. The Services also cannot work unless You are in a place where the Connectivity Provider engaged for that area has coverage, network capacity, and reception when the Service is needed, and technology that is compatible with the Services. Features of Services that involve location information about Your Vehicle cannot work unless GPS satellite signals are unobstructed, available in that place and compatible with the Services system as well.

The Services use an embedded or other device installed in Your Vehicle which receives GPS signals and communicates with the Connected Services customer care center via wireless and landline communications networks. The Services are not intended to place or receive personal calls and only may place calls to our Connected Services Providers as permitted under this Agreement. Your Vehicle MUST have a working electrical system (including adequate battery power) for the Services to operate. IF YOUR VEHICLE LOSES BATTERY POWER OR SUSTAINS DAMAGE TO CRITICAL ELECTRICAL AND/OR ANTENNA WIRING AND SUBSYSTEMS FOR ANY REASON (INCLUDING BEFORE, DURING OR AFTER AN ACCIDENT) THE SERVICES WILL NOT WORK. You may need to increase the volume of Your radio to hear operator services or automated voice delivered services from the Services. The Services may not work if Your Vehicle’s system is not properly installed (by someone FCA has authorized) or You have not maintained it and Your Vehicle is not in good working order and in compliance with all government regulations. If You try to add or modify any equipment or software in Your Vehicle, including the Vehicle’s system, the Services may not work and we may terminate Your Services. Your Vehicle’s system needs to be compatible with the Services and the wireless service and technology provided by the Connectivity Providers. If Your Vehicle has not been started within twenty-one days, certain Services may not be available until the Vehicle is started again.

8. TRIAL AND SUBSCRIPTION SERVICES

Some aspects of the Services may be offered as Trial Services or Subscription Services, which are activated when You enroll in a Service Plan that requires You to register with us (a “Subscription”). Please see the FCA Website for available Service Plans, including any Trial Services available with Your Vehicle.

If You are enrolled in a Trial Service and wish to receive such Services after the trial period has expired, You must select and purchase a Service Plan for the applicable Subscription Service and provide a valid credit card number. Your self-paid Subscription starts immediately following the end of Your trial period, if any, and continues for the length of time specified in Your Service Plan.

AUTOMATIC RENEWAL. IF YOU PURCHASE A PAID SUBSCRIPTION, AT THE END OF YOUR PREPAID SUBSCRIPTION, YOUR SERVICE PLAN WILL RENEW AUTOMATICALLY FOR ADDITIONAL PREPAID PERIODS AS DESCRIBED IN THE SERVICE PLAN FOR YOUR SUBSCRIPTION. YOUR SUBSCRIPTION ACCOUNT WILL BE BILLED, AND YOUR PAYMENT INFORMATION ON FILE WILL AUTOMATICALLY BE CHARGED AT THE SUBSCRIPTION RATE IN EFFECT AT THE TIME OF RENEWAL, PLUS TAXES AND OTHER APPLICABLE CHARGES, UNLESS YOUR SUBSCRIPTION IS CANCELLED BY YOU OR BY US AS ALLOWED BY THIS AGREEMENT.

If You sell or otherwise transfer Your Vehicle, Your Subscription is not transferable; however, if the Vehicle is transferred during an FCA-paid trial subscription, the trial Subscription will remain active until the original trial period expires. You will have to notify the new owner or transferee that they will have to establish their own Account and You will want to update Your Account to remove the Vehicle being transferred. Upon expiration of the original trial period, the new Vehicle owner or transferee may enroll in a paid Subscription. If you sell or otherwise transfer Your Vehicle with an active Subscription, it is Your responsibility to cancel the Subscription in accordance with this Agreement and update Your Account to remove the Vehicle. Please remember that Subscriptions automatically renew unless You turn “off” the Auto Renew feature in Your Account or otherwise cancel your Subscription.

9. THIRD PARTY SERVICES


Any offer or purchase of Third Party Services is between You and the Connected Services Provider offering such Third Party Services, even if You are able to purchase such Third Party Services through the Services or using Your Payment Information “Your Payment Obligations to Our Connected Services Providers” in Section 13 below. Third Party Services may be subject to different terms and conditions and privacy practices. We do not endorse nor are we liable for any Third Party Services, including but not limited to the availability or accuracy of such Third Party Services, or the content, products, or services available from such Third Party Services and the Connected Services Providers.

10. TECHNOLOGY IN YOUR VEHICLE; OVER-THE-AIR UPDATES

The Services and Your Vehicle’s hardware, equipment, features and other “systems” involve software for which updates or changes (“Updates”) may be needed, required or made available, from time to time. Such Updates may affect or erase data You or others have stored on or within the Vehicle, systems or Services, and may add, remove, modify or otherwise “change” certain of the Services. We are not responsible for any such lost data, nor will we be liable to You or others for any such changes to the Services. You may incur data charges for such software updates.

You understand, acknowledge and agree that certain Updates may require or need further action by You; upon receiving notice of such Updates, You acknowledge and agree that it is Your responsibility to review and take action to complete the download and/or installation of such Updates and/or take any further action needed to respond to such Updates. We will not be liable to You or any others if you fail or decline to successfully complete such actions.

We may push, download and/or install certain Updates from time-to-time, automatically and without further consent from You (“Automatic Updates”). You expressly acknowledge and agree that we may push, download and/or install Automatic Updates at any time, regardless of Your Services, Your Service Plan or Your Subscription and even if your Vehicle does not have a current or active Service or Subscription.

11. OTHER TERMS AND LIMITATIONS APPLICABLE TO THE SERVICES

Specific Features, Content and Services.
The Services, Your Subscription or Your Vehicle may contain specific features, content, applications and services that are subject to additional or separate terms and conditions. You are required to comply with all such additional or separate terms and conditions, including but not limited to, those set forth on the FCA Website or within the App.

Emergency Services. We may receive and respond to Your requests for Services through an automated operator or through customer care personnel sometimes referred to as “operators” or “agents.” Our agents connect You or Your Vehicle to providers that provide emergency services, such as the police, fire department, ambulance service, or roadside assistance. The agents will use reasonable efforts to contact appropriate emergency providers for help when You ask for it, but it cannot be promised that any emergency provider will respond in a timely manner or at all. The laws in some places require an emergency to be confirmed before emergency personnel will provide service. We will not contact emergency providers in these locations in response to an emergency button press (“SOS Button”) if we cannot hear Your request for assistance or otherwise confirm that an emergency exists. We also may not contact emergency providers in any location in response to SOS Button presses from cars situated in locations which reasonably indicate that an emergency is unlikely, such as car dealerships, rental car companies, car washes or Your address if we cannot hear Your request for assistance.

Maps and Navigation. The routing data that we provide to You is based on map information available to us, but may be inaccurate or incomplete. For example, our routing data may not include information about one-way roads, turn restrictions, construction projects, seasonal roads, detours or new roads. It may suggest using a road that is now closed for construction or a turn that is prohibited by signs at the intersection. In addition, traffic, weather and other events may cause road conditions to differ from the results generated. You should always use good judgment, obey traffic and roadway laws and instructions, and evaluate whether it is safe and legal based on current traffic, weather and other conditions to follow the directions provided by the Services or Your Vehicle’s navigation system.

Location Information and Real-time Vehicle Location Information. The Connected Services use both non-precise and precise location information, such as Your Vehicle’s latitude/longitude (e.g., based on GPS signals from Your Vehicle) and/or location information from your mobile device (e.g., if you agree to location services within the App). You acknowledge and consent to our collection, sharing and use of location information in connection with the Connected Services, as described in the Connected Services Privacy Notice. Certain of the Connected Services (such as Vehicle Finder) may allow you, or other individuals authorized to use the Connected Services for Your Vehicle, to access location information, such as last known location or real-time location for Your Vehicle, and to receive access to reports or alerts about the location and use of Your Vehicle, even when it is being used by others.

Location of Your Vehicle in Connection with Lease/Finance. If You lease or finance Your Vehicle through FCA or one of its affiliates, and You breach any of the terms of the agreements governing such lease or finance, we may use the Services to locate You or Your Vehicle for the purpose of communicating with You and/or recovering Your Vehicle. YOU EXPRESSLY CONSENT TO THE USE OF THE SERVICES IN THIS MANNER.

Available Information. Services may be limited to geographic areas where map data and emergency (911) contact information is available in our databases or provided from the databases of our suppliers or other service providers, which may result in less map data and emergency contact information than that which is generally available.

Content-Based Services. The information available via any content-based features of the Services is limited to that information which is available in the databases of the Connected Service Providers selected by us, which may or may not be complete or accurate at all times.

Geography and Environment. There are other problems we cannot control that may prevent us from providing Services to You at any particular time or place, or that may impair the quality of the Services. Some examples are hills, structures, buildings, tunnels, weather, actions of third parties, electrical system design and architecture of Your Vehicle, damage to important parts of Your Vehicle in an accident, wireless coverage area or network congestion, or physical location of the Vehicle (e.g., in an underground parking structure, on a bridge). You agree that use of the Services is subject to these limitations and restrictions outside of FCA’s control.

Outside Our Control. FCA is not responsible for any delay, interruption, or other failure to perform under this Agreement due to acts, events, or causes beyond the reasonable control of FCA, including but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; inability to obtain services, parts or equipment from third party suppliers; cable cuts by third parties; acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; court orders and governmental decrees.


12. COLLECTION AND USE OF DATA ABOUT YOU AND YOUR VEHICLE

Your information and Your Vehicle data (including location information) may be collected, used, disclosed, and shared in accordance with the Connected Services Privacy Policy, which is incorporated into this Terms by this reference.

13. FEES AND PAYMENT

Service Fees.
If a particular Service requires payment of a fee, the fees for such Services and any corresponding Service Plan and service period will be indicated when You choose such Service and/or Service Plan and provide Your Payment Information (defined below) for the method of payment that we accept. Unless cancelled earlier by You or us, Subscription Services may renew automatically as described in Section 8 (Trial and Subscription Services) . The price for a Service and/or Your Service Plan may change over time, and we will use the rates in effect at the time of renewal for the applicable service period for those charges.

Your Payment Information. By providing Your credit card information to us (or to the extent we permit other means of payment, Your other payment account information) (“Payment Information”), You represent to us that You have the right to provide such Payment Information to us and that we have the right to use that Payment Information for the fees and charges due to us under this Agreement. You also authorize us to receive automatic updates of Your Payment Information from the financial institutions for Your applicable account so that such information remains current; however, we have no obligation to do so and You ultimately are responsible for keeping Your Payment Information current with us. You may update Your Payment Information via Your Account.

Your Payment Obligations to Us. Payments due to us must be made in U.S. Dollars and are due in advance of Your receiving any Service for which a fee is due. If You subscribe to a Subscription Service, payment will be due in advance of the applicable service periods in accordance with the Service Plan You select. Your outstanding balance is due in full for each service period. We do not accept debit cards or gift cards for recurring payment plans. Undisputed portions of Your account must be paid by the due date to avoid a late fee and possible deactivation of Your Subscription or Service.

Your Payment Obligations to Our Connected Services Providers. To the extent a Third Party Service is offered by one of our Connected Services Providers, You are responsible for paying directly to our Connected Services Providers any charges for services provided by them that are not expressly covered by Your Service Plan or otherwise charged to Your Subscription or Account. For Your convenience, Your Payment Information may be linked to a Third Party Service offered by a Connected Services Provider or to Your Vehicle to facilitate purchases. You (and not us) remain solely responsible for any and all payments due to Connected Services Provider for a Third Party Service You request from them.

Your Failure to Pay. We reserve the right to suspend or terminate Your Services and/or Subscription for non-payment and deactivate Your Services and/or Subscription. If Your payment card provider or financial institution refuses a charge or an automated withdrawal, we may terminate or suspend Your Subscription or Service.

Disputed Payments. If You object to any fees or charges for Services billed by or through us, You must tell us in writing within sixty (60) days after the fee or charge is incurred (unless the law does not allow a limit or requires a longer period), OR YOU AUTOMATICALLY WAIVE THE DISPUTE.

Taxes and Other Fees. You promise to pay all taxes, fees, and surcharges charged to You by us or a Connected Services Provider. We may charge additional fees related to our costs (or the costs of our Connected Services Providers). These can include items such as regulatory charges; administrative charges; gross receipts charges and certain other taxes imposed upon FCA, or charges for the costs that we incur and pass along to You, including Federal Universal Service Charges, 911-related assessments or charges, false alarm fines and/or alarm permit fees, and other charges related to governmental costs. Such charges are subject to change and You may not receive advance notice of any changes.

14. TERMINATION, CANCELLATION, REFUND RIGHTS AND REACTIVATION

Your Right to Disable Services or Cancel Your Subscription or Your Account.
You may disable the Services in Your Vehicle or cancel Your Subscription or Your Account at any time by contacting us as described in “Communicating with FCA” at the beginning of this Agreement.

Turning “Off” Your Auto Renew Feature. Paid Subscriptions may automatically renew when You provide Your Payment Information for the paid Subscription. If You turn “off” the Auto Renew Feature for Your Account, Your Subscription will end upon expiration of the service period then in effect and Your Subscription will not renew. Please know that turning “off” the Auto Renew Feature is not the same as cancelling Your Subscription.

You Must Cancel Your Subscription When Certain Events Occur. You must cancel Your Subscription if You have a Vehicle Disposal Event. If You fail to cancel Your Subscription or any other paid Service as a result of a Vehicle Disposal Event or otherwise, You will remain responsible for the payment obligations for Your Subscription or any other Services paid by You.

Our Cancellation and Suspension Rights.
We reserve the right to suspend or cancel Your Subscription, Your Account and any of the Services at any time as follows:

•   for any reason in our sole discretion and if we cancel Your Subscription without cause, we will give You notice thirty (30) days prior to the effective date of cancellation after which Your Subscription will be deactivated, and Your access to the subscribed Services will terminate;

•   without prior notice to You for any good cause, including but not limited to, if (i) You breach any part of the Agreement, (ii) You do not pay amounts that are due, (iii) You interfere with our efforts to provide service or interfere with our business, (iv) Your Services or the wireless phone number assigned to Your Vehicle for the delivery of the Services are being used for illegal or improper purposes or we have a reasonable suspicion of any such use, (v) You engage in any activities or conduct that we, in our sole discretion, determine to be negligent, offensive or abusive; (vi) You harass/threaten/abuse/offend our employees or agents or those of our Connected Services Providers; or (vii) You provide false, inaccurate, dated, or unverifiable identification or credit information;

•   without prior notice if Your Vehicle or any equipment attached to Your Vehicle operates in a manner that creates a nuisance to us or any of our Connected Services Providers;

•   without prior notice to You if we have received information that establishes You are no longer the owner/lessee of Your Vehicle;

•   the telecommunications, GPS or other technology used in connection with the Services changes in a way that results in an incompatibility of those technologies with Your Vehicle’s system, as determined by us in our sole discretion; or

•   we discontinue the Services, a Service Plan or any part thereof, for any reason.

Your Refund Rights. If Your Subscription to a Service Plan is cancelled by You or us, Your Service Plan will describe whether You are eligible for a refund and the extent of the refund; otherwise, You are not entitled to a refund. You have no right to a refund if we suspend Your Subscription or the Services on the same basis for which we may cancel Your Services. Because You have not paid for a trial Subscription, You are not entitled to any refund for any cancellation or termination of a trial Subscription.

What Happens When Your Subscription is Cancelled or Your Services are otherwise Terminated.
When Your Subscription expires without renewal or Your Subscription, a Service or Your Account is cancelled, terminated or discontinued for any reason:

•   all of Your rights to use the terminated Subscription, Service or Account immediately terminate (unless otherwise stated), and You agree to cease any such use;

•   we have the right to turn off the terminated Subscription, Service or Account;

•   You remain liable for any and all obligations and liabilities incurred under the Agreement prior to such time, including without limitation all payment obligations; and

•   this Agreement continues to govern any disputes arising out of or relating to the terminated Subscription, Service or Account except to the extent that this Agreement has been replaced by a new agreement expressly entered into by and between You and us.

Reactivation. You do not have any right to have Your Subscription, Service or Account reactivated for any reason, even if You cure any of the issues that resulted in cancellation, termination or suspension. It is solely our decision as to whether to allow You to have a Subscription, a Service or an Account again. If You decide to re-activate, re-enroll or re-subscribe and we decide to authorize such reactivation, You may be required to pay a reactivation fee.

Transferring Your Services. Unless we agree otherwise, Your Subscription, Services and Account are personal to You and not transferrable to another vehicle, account or person. If You sell or transfer Your Vehicle or the lease ends, please refer to “You Must Cancel Your Subscription When Certain Events Occur” in Section 14 to cancel Your Subscription.

15. PROPRIETARY RIGHTS

All Content and all worldwide copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how, database rights, and all other rights in or relating to the Content (collectively, the “Intellectual Property”) are owned by us or are the property of our licensors and suppliers who have given us permission to use it. You agree that any use of Content is personal to You and You will not:

•   use any Content You receive through the Services except as expressly authorized by us and for no other purpose,
•   license, lease, sell, resell, have licensed, have leased, have sold or resold, or otherwise transfer or convey any of it or use it for commercial purposes,
•   copy, store, reproduce, distribute, modify, display, publish, perform, transmit, broadcast, or create derivative works from the Content, and
•   modify, reverse engineer or disassemble any of the software or other technology in the Vehicle for any reason, except as may be permitted by applicable law.

You agree that any submissions, feedback, comments, questions, ideas and suggestions relating to the Services or Your Vehicle (collectively, “Feedback”) that are made by You (or any other persons using Your Account) through any communication, including but not limited to call or email, will be treated as both non-confidential and non-proprietary. Except as prohibited by applicable law, You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to You, any Feedback including but not limited to any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, You hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. Notwithstanding the foregoing, You understand and agree that we are not obligated to use, display, reproduce, or distribute any such Feedback, and You have no right to compel such use, display, reproduction, or distribution.

16. INTELLECTUAL PROPERTY INFRINGEMENT

General.
FCA respects the intellectual property rights of others, and we ask You to do the same. FCA may, in appropriate circumstances and at our discretion, terminate service and/or access to the Services, including access to the Your Account, the App and/or the FCA Website, for users who infringe the intellectual property rights of others. If You believe that Your work is the subject of copyright infringement and/or trademark infringement and appears on the Services, please provide FCA’s designated agent (set forth below) the following information:

•   A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

•   Identification of the copyrighted and/or trademarked work claimed to have been infringed or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.

•   Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled from the Services, and information reasonably sufficient to permit FCA to locate the material.

•   Information reasonably sufficient to permit FCA to contact You as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted.

•   A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.

•   A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

FCA’s agent for notice of claims of copyright or trademark infringement on or by the Services can be reached as follows:

FCA US LLC
Office of the General Counsel
Copyright Department
1000 Chrysler Drive
CIMS 485-13-32
Auburn Hills, MI 48326
copyrights@fcagroup.com
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.


Submitting a DMCA Counter-Notification. We will notify You that we have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If You receive such notice from us, You may provide us with a counter-notification in writing to FCA designated agent that includes all of the following information:
•   Your physical or electronic signature;
•   Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
•   A statement from You under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
•   Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which FCA may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of Repeat Infringers. FCA reserves the right, in its sole discretion, to terminate Your Account, Your Services or access of any user to the Services, the App and/or the FCA Website who is the subject of repeated DMCA or other infringement notifications.

17. DISCLAIMER; LIMITATIONS ON LIABILITY

NO GUARANTEE.
DUE TO THE NATURE OF THE INTERNET AND COMMUNICATION NETWORKS, FCA CANNOT GUARANTEE THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF THE SERVICES. FCA MAY RESTRICT THE AVAILABILITY OF THE SERVICES, OR CERTAIN AREAS OR FEATURES THEREOF, IF FCA DEEMS IT IS NECESSARY IN VIEW OF CAPACITY LIMITS, THE SECURITY OR INTEGRITY OF OUR OR OUR CONNECTED SERVICES PROVIDER’S SERVERS, OR TO CARRY OUT MAINTENANCE MEASURES THAT ENSURE THE PROPER OR IMPROVED FUNCTIONING OF THE SERVICES. FCA MAY IMPROVE, ENHANCE AND MODIFY THE SERVICES AND INTRODUCE NEW SERVICE PLANS AND SERVICES FROM TIME TO TIME.

DISCLAIMER OF WARRANTIES. YOUR VEHICLE’S LIMITED WARRANTY OR HARDWARE MAKER’S LIMITED WARRANTY (IF APPLICABLE) INCLUDE THE CONNECTED SERVICES EQUIPMENT IN YOUR VEHICLE, BUT DOES NOT COVER SERVICES OR THE WIRELESS NETWORK SERVICE. THE SERVICES AND ALL CONTENT ARE PROVIDED TO YOU ON AN “AS IS” BASIS, AND WE CANNOT PROMISE UNINTERRUPTED OR PROBLEM-FREE SERVICE, NOR THAT THE DATA OR INFORMATION PROVIDED TO YOU WILL BE ERROR-FREE. FCA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (TO THE EXTENT ALLOWED BY LAW) ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, CONTENT, QUALITY, TIMELINESS, COMPLETENESS, CORRECTNESS, ACCURACY, RELIABILITY. FCA PROVIDES THE SERVICES, THE SERVICES, INCLUDING ANY SOFTWARE COMPONENTS, ON AN “AS IS“ BASIS WITH ALL FAULTS, ERRORS, AND DEFECTS. YOUR USE OF AND ACCESS TO THE SERVICES OR THE SERVICES IS AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM YOUR USE.

LIMITATIONS ON LIABILITY. YOU ARE WAIVING IMPORTANT RIGHTS, AND YOU ARE PROVIDING YOUR EXPRESS CONSENT TO VARIOUS ACTIONS TO BE TAKEN BY US AND OUR SERVICE PROVIDERS (AS DESCRIBED HEREIN). UNLESS FORBIDDEN BY LAW IN A PARTICULAR INSTANCE, WE EACH AGREE AS FOLLOWS:

•   NONE OF FCA NOR THE THIRD PARTY BENEFICIARIES WILL BE LIABLE FOR OR ASSUME ANY RISK OR RESPONSIBILITY FOR:


-    THE ACTIONS OR INACTIONS OF ANY CONNECTED SERVICES OR OTHER PROVIDER WE CONTACT FOR YOU OR YOUR VEHICLE, OR FOR OUR INABILITY TO CONTACT ANY CONNECTED SERVICES OR OTHER PROVIDER IN ANY PARTICULAR SITUATION (INCLUDING ANY EMERGENCY PERSONNEL);
-    ANY INJURIES TO PERSONS OR PROPERTY ARISING OUT OF OR RELATING TO YOUR OR THE OCCUPANT’S OR YOUR VEHICLE’S USE OF THE SERVICES OR RELATED EQUIPMENT;
    ANY DAMAGES ARISING OUT OF OR RELATING TO THE INSTALLATION, REPAIR, OR MAINTENANCE BY YOU (OR BY ANY PERSON YOU AUTHORIZE) OF THE EQUIPMENT OR SERVICE, OR ANY PRODUCT OR SERVICE PROVIDED BY OR MANUFACTURED BY THIRD PARTIES;
-    THE CONTENT PROVIDED AS PART OF THE SERVICE;
-    FOR DROPPED CALLS OR INTERRUPTED SERVICE, OR FOR PROBLEMS CAUSED BY OR CONTRIBUTED TO BY YOU, BY ANY THIRD PARTY, BY BUILDINGS, HILLS, TUNNELS, NETWORK CONGESTION, ATMOSPHERIC CONDITIONS, ACTS OF GOD OR NATURAL DISASTER OR BY ANY OTHER CONDITIONS OR CIRCUMSTANCES OUT OF OUR CONTROL;
-    FOR ANY ACT OR OMISSION OF ANY OTHER COMPANY FURNISHING A PART OF OUR SERVICE OR ANY EQUIPMENT PROVIDED FOR SUCH SERVICE; OR
-    FOR ERRORS OR OMISSIONS OF ANY VENDORS, DEALERS OR MANUFACTURERS PARTICIPATING IN OFFERS MADE THROUGH US.

•   NONE OF FCA NOR THE THIRD PARTY BENEFICIARIES WILL BE LIABLE TO YOU OR ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, NOR LOST PROFITS, REVENUE, GOODWILL OR REPUTATION IN CONNECTION WITH THE SERVICES OR THE SYSTEM, EVEN IF FCA OR A THIRD PARTY BENEFICIARY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY TO ALL CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS IN CONTRACT AND TORT (SUCH AS NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY).

•   IF, NOTWITHSTANDING THE EXCLUSIONS SET FORTH IN THIS SECTION, FCA OR A THIRD PARTY BENEFICIARY IS FOUND TO BE LIABLE, THE MAXIMUM AGGREGATE LIABILITY OF FCA AND THE THIRD PARTY BENEFICIARIES TO YOU UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, PERSONAL INJURY, OR PRODUCTS LIABILITY) IS LIMITED TO THE GREATER OF (A) $500 AND (B) THE TOTAL AMOUNT PAID BY YOU FOR THE PORTION OF SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE DATE YOUR CLAIM AROSE. YOU AGREE THAT NONE OF US -- FCA NOR ANY THIRD PARTY BENEFICIARY -- WOULD HAVE AGREED TO PROVIDE THE SERVICES TO YOU IF YOU DID NOT AGREE TO THIS LIMITATION. THIS AMOUNT IS THE SOLE AND EXCLUSIVE LIABILITY TO YOU OF FCA AND THE THIRD PARTY BENEFICIARIES, AND IS PAYABLE AS LIQUIDATED DAMAGES AND NOT AS A PENALTY.

•   YOU AGREE THAT YOU CANNOT RECOVER FROM FCA OR ANY THIRD PARTY BENEFICIARY (i) PUNITIVE OR EXEMPLARY DAMAGES, (ii) TREBLE, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, OR (iii) ATTORNEY’S FEES. YOU WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIM FOR DAMAGES OTHER THAN DIRECT, ACTUAL, COMPENSATORY DAMAGES AS LIMITED IN THIS AGREEMENT.

•   WE HAVE NO LIABILITY FOR SERVICE INTERRUPTIONS OF THIRTY (30) DAYS OR LESS. TO RECEIVE SERVICE CREDIT FOR LONGER INTERRUPTIONS, YOU MUST NOTIFY US WITHIN SIXTY (60) DAYS AFTER THE TIME WHEN THAT SERVICE INTERRUPTION STARTED. EXCEPT FOR ANY CREDITS PROVIDED VOLUNTARILY BY US AS DESCRIBED ABOVE, NO ONE IS LIABLE TO YOU FOR DROPPED CALLS OR INTERRUPTED SERVICE, OR FOR PROBLEMS CAUSED BY OR CONTRIBUTED TO BY YOU, BY ANY THIRD PARTY, BY BUILDINGS, HILLS, TUNNELS, NETWORK CONGESTION, WEATHER, OR ANY OTHER THINGS WE OR OUR SERVICE PROVIDERS ARE UNABLE TO CONTROL.

•   NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, YOU EXCUSE ANY NON-PERFORMANCE BY US OR ANY CONNECTED SERVICES PROVIDER CAUSED IN WHOLE OR IN PART BY AN ACT OR OMISSION OF A THIRD PARTY, OR BY ANY EQUIPMENT FAILURE, ACT OF GOD, NATURAL DISASTER, STRIKE, EQUIPMENT OR FACILITY OR SERVICE SHORTAGE OR SERVICE OUTAGE, OR OTHER CAUSES BEYOND THE CONTROL OF FCA OR ANY SERVICE PROVIDER.

•   YOU AGREE THAT NONE OF FCA OR ANY SERVICE PROVIDER WHO SENDS YOU DATA OR INFORMATION THROUGH SERVICES OR THE SERVICES IS LIABLE FOR ANY ERRORS, DEFECTS, PROBLEMS, OR MISTAKES IN THAT DATA OR INFORMATION.

•   You agree that the limitations of liability and indemnities in this Agreement will survive even after the Agreement has ended. These limitations of liability apply not only to You, but to anyone using Your Vehicle (e.g., other drivers, guest, passengers and occupants), to anyone making a claim on Your behalf, and to any claims made by Your family, employees, customers, or others arising out of or relating to the Services.

18. YOUR AGREEMENT TO INDEMNIFY US AND OTHERS

Notwithstanding any provision in this Agreement to the contrary, You agree to indemnify, defend with the counsel of FCA's choice, and hold harmless FCA, Third Party Beneficiaries and their respective officers, directors, members, managers, employees, agents, contractors, representatives, licensors, attorneys, predecessors, successors, and assigns (the “Indemnified Parties”) from and against any and all claims, demands, losses, obligations, liabilities, damages, injuries, causes of action, recoveries, deficiencies, expenses, and costs, including without limitation fees of attorneys and experts (collectively, “Claims”), whether brought by You, Your employees, other drivers, passengers, guests or occupants of Your Vehicle or any third parties against any of the Indemnified Parties and arising out of or relating to:
•   Your use, failure to use, or inability to use the Services or Your Account,
•   Your breach of this Agreement,
•   Your failure to perform Your obligations under this Agreement including but not limited to Your failure to suspend or cease use of the Services, Your Account and/or Vehicle,
•   gross negligence, willful misconduct or disregard of the law directly or indirectly related to or arising in connection with Your Subscription, Your Account or Your use of the Services,
•   the collection, use or possession of data or information relating to the Services, Your Account and/or any information You submit, post, transmit, or make available via the Services or Your Account,
•   failure to provide appropriate notices regarding location-enabled services,
•   failure to safeguard Your passwords, PIN, backup question to Your shared secret question, or other Account information,
•   violation of any applicable law or regulation, or the rights of any Third Party,
•   the activities contemplated by this Agreement, even if due to our negligence, or negligence of any of the Connected Services Providers,
•   claims for libel, slander, or any property damage, personal injury or death, arising out of or related in any way directly or indirectly to the Agreement.

IN ADDITION, IF YOU HAVE AUTHORIZED CHARGES FOR AMOUNTS DUE AGAINST YOUR ACCOUNT BY GIVING US YOUR PAYMENT INFORMATION, THEN YOUR AGREEMENT IN THIS SECTION EXTENDS TO CLAIMS, EXPENSES, LIABILITIES, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OR OWNERSHIP OF YOUR PAYMENT INFORMATION OR RELATED ACCOUNT, OR OTHER SIMILAR PAYMENT ACCOUNT, OR FROM THE ISSUER’S REFUSAL TO PAY AMOUNTS CHARGED TO SUCH ACCOUNT.


19. DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER

Please read the following (this “Provision”) carefully as it affects Your rights.
Most concerns can be resolved quickly by contacting us through the FCA call center at 800-800-2813. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between You and FCA regarding the Services.

This Provision provides that all Disputes between You and FCA shall be resolved by binding arbitration. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means You would retain Your right to litigate Your Disputes in a court, either before a judge or jury.

Arbitration replaces the right to go to court. In the absence of this arbitration agreement, You may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this Agreement constitutes a waiver of Your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including attorney’s fees).

For the purpose of this Provision, “FCA” means FCA and its parents, subsidiary and affiliate companies, and each of their respective officers, directors, members, managers, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between You and FCA regarding, arising out of or relating to any aspect of Your relationship with FCA, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to You in connection with Your Subscription (such as FCA’s licensors, suppliers, dealers or Third Party vendors) whenever You also assert claims against us in the same proceeding.

WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-Arbitration Claim Resolution. For all Disputes, whether pursued in court or arbitration, You must first give FCA an opportunity to resolve the Dispute. You must commence this process by mailing written notification to FCA US LLC, 1000 Chrysler Drive, Attention: Office of General Counsel, Auburn Hills, Michigan 48326-2766. That written notification must include (1) Your name, (2) Your address, (3) a written description of Your claim, and (4) a description of the specific relief You seek. If FCA does not resolve the Dispute within 45 days after it receives Your written notification, You may pursue Your Dispute in arbitration. You may pursue Your Dispute in a court only under the circumstances described below.

Exclusions from Arbitration/Right to Opt Out. Notwithstanding the above, You or FCA may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to FCA US LLC, 1000 Chrysler Drive, Attention: Office of General Counsel, Auburn Hills, Michigan 48326-2766. Your written notification must include (1) Your name, (2) Your address, and (3) a clear statement that You do not wish to resolve disputes with FCA through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on Your relationship with FCA. Any opt-out request received after the Opt-Out Deadline will not be valid and You must pursue Your Dispute in arbitration or small claims court.

Arbitration Procedures

•   If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either You or FCA may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

•   For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative action procedures or rules apply to the arbitration.

•   Because the Services and this Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

Arbitration Award. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a Party or if required by applicable law. Such award will be final and binding on the Parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the Parties for purposes of enforcement.

Location of Arbitration. You or FCA may initiate arbitration in either Your U.S. location or the federal judicial district that includes Your billing address.

Payment of Arbitration Fees and Costs. FCA will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator's hearing fees, costs and expenses upon Your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. You are responsible for all additional fees and costs that You incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if You provide notice and negotiate in good faith with FCA as provided in “Pre-Arbitration Claim Resolution” above and the arbitrator concludes that You are the prevailing party in the arbitration, You will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

Class Action Waiver. Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both You and FCA specifically agree to do so in writing following initiation of the arbitration. If You choose to pursue Your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to You. Neither You, nor any other user of the Subscription Platform can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

Survival. This Provision shall survive the expiration or termination of Your Subscription or this Agreement for any reason.

20. MISCELLANEOUS PROVISIONS

Assignment.
You may not assign Your rights under this Agreement; however, FCA reserves the right to assign this Agreement. The rights granted to You under this Agreement are not assignable or transferable, in whole or in part. Any attempt to transfer this Agreement without the written consent of FCA shall be void and of no force and effect. FCA has the right, at its own discretion, to transfer or assign this Agreement and all related rights to an affiliate of FCA or to a third party.

Waiver. Any waiver of FCA’s rights or Your obligations must be in writing from FCA. No delay or omission by FCA to exercise any right or power occurring upon any noncompliance or default by You with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. Any waiver by FCA of any covenant, condition, or agreement to be performed by You only shall be in a written communication from FCA and shall not be deemed to be a waiver of any prior or subsequent breach of the same, or of any other covenant, condition, or agreement hereunder.

Validity. If the law or a court invalidates a part of this Agreement (other than the Class Action Waiver provision), the remainder of the Agreement will continue. If any provision of this Agreement (other than the “Class Action Waiver” provision above) shall be held invalid, illegal, or unenforceable, in whole or in part, the validity, legality, and enforceability of the remaining part of such provision and the other provisions hereof, shall not be affected thereby unless it renders ineffective the purpose of this Agreement. Any provision of this Agreement that is held invalid, illegal, or unenforceable in any jurisdiction shall not thereby be deemed invalid, illegal, or unenforceable in any other jurisdiction. If the Class Action Waiver provision is found to be invalid, illegal, or unenforceable, the entire Provision (i.e., Section 19) will be unenforceable and the Dispute will be decided by a court of competent jurisdiction.

Governing Law. This Agreement is governed by the laws of the state of Michigan without regard to any laws or principles governing application of laws of another jurisdiction.

Jurisdiction. This Agreement shall be deemed to have been executed and delivered at Auburn Hills, Michigan. If any legal action is commenced concerning this Agreement, jurisdiction shall be in a court of proper jurisdiction in the State of Michigan located in Oakland County and/or the United States District Court for the Eastern District of Michigan, and the Parties irrevocably consent and agree to the exclusive jurisdiction and venue of such courts.

Jury Waiver. You understand and agree that by entering into this Agreement You and FCA are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this provision, You and Participating Dealer might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that You would have if You went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.

Time Limits. EXCEPT WHERE PROHIBITED BY LAW, YOU ARE NOT ALLOWED TO BRING ANY CLAIM AGAINST FCA OR THIRD PARTY BENEFICIARIES MORE THAN TWO YEARS AFTER THE CLAIM ARISES.

Notice. If You need to notify FCA or FCA needs to notify You, we will do so as described in this Section. Any notices or communication required or permitted to be given to You shall be in writing and shall be considered given if delivered by email or mailed to You at the email or postage address provided to FCA in Your completed application or as updated by You and on file with FCA. Unless other contact information is provided via the FCA Website, any notices or communication required or permitted to be given to FCA shall be in writing and shall be sufficiently given if delivered via registered post or nationally-recognized overnight courier to FCA US LLC, 1000 Chrysler Drive, Attention: Office of General Counsel, Auburn Hills, Michigan 48326-2766. Any notice permitted to be delivered via email shall be deemed to have been received on the first business day after which it was sent, unless the sending party is notified that the email address is invalid. Any notice sent by letter shall be deemed to have been received on the fourth business day after it was posted.

Our Relationship. The Agreement does not create any fiduciary relationships between You and us or any of the Connected Services Providers. It also does not create any relationship of principal and agent, partnership, or employer and employee.

Binding Terms; Survival. This Agreement is binding on Your heirs and successors and on our successors and assigns. In addition to any other provisions identified herein as surviving cancellation, termination or expiration, any other provisions that would by their nature survive, shall so survive, including but not limited to Sections 15 (Proprietary Rights), 17 (Disclaimer; Limitations on Liability), 18 (Your Agreement to Indemnify Us), 19 (Dispute Resolution and Arbitration; Class Action Waiver), and 20 (Miscellaneous Provisions).

Third Party Beneficiaries. This Agreement is entered into solely between You and us and except with respect to Third Party Beneficiaries, shall not be deemed to create any rights in any third parties nor create any obligations of either You or us to any third parties. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person. You are not a Third Party beneficiary of any agreement between us and any of our Connected Services Providers. None of our Connected Services Providers have any legal, equitable, or other liability of any kind to You under this Agreement. You expressly waive any and all claims or demands for such liability. Our Connected Services Providers are Third Party beneficiaries of this Agreement.

Export. You agree to comply with all applicable trade regulations and export control laws both domestic and foreign and to allow any information You provide to be used for the purpose of ensuring export compliance. The equipment and the Service, and any underlying information accessed or transferred by You using the Service may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. § 2401, et seq.) and the Export Administration Regulations (50 C.F.R. § 730-774), as well as the import regulations of other countries. You agree not to export or re-export any such equipment, software or information to any foreign country. Any information transferred by You using the Service or the equipment to any foreign country, entity, or person must comply with the U.S. Export Administration Act and the Export Administration Regulations.

Entire Agreement. This Agreement contains the full and complete understanding between You and us with respect to the subject matter hereof and supersedes all representations and understandings, agreements, warranties, statements and undertakings whether oral or written given or made before the effective date of this Agreement by, or on behalf of, the parties and relating to its subject matter, notwithstanding the terms of any such former agreement or arrangement expressed to survive termination. You confirm that You have not relied upon, and with the exception of fraud or fraudulent misrepresentation (for which liability and remedies are not restricted or excluded), shall have no remedy in respect of, any agreement, warranty, statement, representation, understanding or undertaking made by us unless that warranty, statement, representation, understanding or undertaking is expressly set out in this Agreement. With the exception of fraud or fraudulent misrepresentation, You shall not be entitled to the remedies of rescission or damages for misrepresentation arising out of, or in connection with, any agreement, warranty, statement, representation, understanding or undertaking whether or not it is set out in this Agreement. This Agreement will not be presumptively construed for or against any party. Section titles used in this Agreement are for convenience only.


TomTom End User License Agreement

The following terms and conditions apply to any use by you of any services provided by TomTom (the “TomTom Services”). The TomTom Services are deemed to be provided by TomTom North America Inc. You should not use the TomTom Services if you cannot agree to the below.

1. GRANT OF LICENSE:
The TomTom Services are provided to you on a non-exclusive basis and you may only use the TomTom Services for your personal use and solely in combination with the hardware device which is incorporated into your vehicle. If any software is provided as part of the TomTom Services, you are only entitled to use the binary form of such software and have no right to receive the source code. If upgrades, updates or supplements to the TomTom Services are obtained or made available to you, the use of such upgrades, updates or supplements are subject to the foregoing unless other terms accompany such upgrades, updates or supplements in which case those terms apply. All other rights not specifically granted under this paragraph are reserved by TomTom.

2. SAFETY: The TomTom Services are intended to be used for automated driving purposes in line with level 2 automation (SAE) only and are not intended to be used as a safety related tool and cannot warn you about all dangers and hazards with respect to the road you are driving. Therefore, it remains your duty to drive in a careful and safe manner (paying all due care and attention to the road) as well as observing all applicable traffic regulations and rules. It is your responsibility not to use the TomTom Services in a manner that would distract you from driving safely.

3. UPDATES AND CHANGES TO THE SERVICES AND THESE TERMS: TomTom reserves the right, with or without notice, to discontinue, update, modify, upgrade and supplement the TomTom Services and to modify these terms.

4. RESTRICTIONS: You are prohibited from renting, lending, public presentation, performance or broadcasting or any other kind of distribution of the TomTom Services other than in connection with the Vehicle. Other than as permitted by applicable legislation, you will not, and you will not allow any person to, copy or modify the TomTom Services or any part thereof or to reverse engineer, decompile or disassemble the TomTom Services. You may not use the TomTom Services in connection with any illegal, fraudulent, dishonest or unethical activity or behaviour.

5. OWNERSHIP: All intellectual property rights related to the TomTom Services are owned by TomTom and/or its suppliers.

6. LIMITED WARRANTY:
6.1. YOU ACKNOWLEDGE THAT THE TOMTOM SERVICES HAVE NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS AND THAT IT IS THEREFORE YOUR RESPONSIBILITY TO ENSURE THAT THE FACILITIES AND FUNCTIONS OF THE TOMTOM SERVICES MEET YOUR REQUIREMENTS. TOMTOM DOES NOT AND CANNOT WARRANT THAT THE TOMTOM SERVICES OPERATE UNINTERRUPTED OR ERROR-FREE. YOU SHOULD BE PARTICULARLY AWARE OF THE FACT THAT CALCULATION ERRORS MAY OCCUR WHEN USING SOFTWARE IN A NAVIGATION SYSTEM WHICH MAY, FOR EXAMPLE, BE CAUSED BY LOCAL ENVIRONMENTAL CONDITIONS AND/OR INCOMPLETE DATA.

6.2. WITHOUT LIMITING CLAUSE 6.1 ABOVE, THE TOMTOM SERVICES, AND ANY RESULTS GENERATED BY THE SERVICES ARE PROVIDED ON AN “AS IS” AND WITH ALL FAULTS BASIS” AND TOMTOM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE.

6.3. THE PROVISIONS OF THIS CLAUSE DO NOT AFFECT ANY OF YOUR LEGAL RIGHTS UNDER APPLICABLE MANDATORY LEGISLATION, INCLUDING BUT NOT LIMITED TO ANY MANDATORY STATUTORY WARRANTIES. IF ANY PART OF THIS LIMITED WARRANTY IS HELD TO BE INVALID OR UNENFORCEABLE, THE REMAINDER OF THE LIMITED WARRANTY SHALL NONETHELESS REMAIN IN FULL FORCE AND EFFECT.

7. LIMITATION OF LIABILITY:
7.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TOMTOM NOR ITS SUPPLIERS, OFFICERS, DIRECTORS OR EMPLOYEES SHALL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES, WHETHER DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE OR ACCESS THE TOMTOM SERVICES, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE) ARISING OUT OF OR RELATED TO THE USE OF, THE INABILITY TO USE OR ACCESS, OR OTHERWISE THE PERFORMANCE OF THE TOMTOM SERVICES, EVEN IF TOMTOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2. TO THE EXTENT TOMTOM IS NOT PERMITTED UNDER APPLICABLE LAW TO EXCLUDE ITS LIABILITY PURSUANT TO CLAUSE 7.1 ABOVE, TOMTOM’S TOTAL AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT OF US $100.00.

7.3. THE ABOVE LIMITATIONS OF LIABILITY UNDER THIS CLAUSE 7 DO NOT: (I) AFFECT YOUR RIGHTS UNDER ANY APPLICABLE MANDATORY LEGISLATION; OR (II) EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. LINKS TO THIRD PARTY SITES: TomTom is not responsible for the contents of any Third Party sites or services, any links contained in Third Party sites or services, or any changes or updates to Third Party sites or services which are delivered by the TomTom Services or otherwise. TomTom is providing these links and access to Third Party sites and services to you only as a convenience, and the inclusion of any link or access does not imply an endorsement by TomTom or any third parties of the Third Party site or service. Any use by you of such links or third party sites and the manner in which you use such third party sites and links shall be your responsibility and at your risk and you shall not use them in any illegal or fraudulent manner.

9. TERMINATION AND DIRECT ENFORCEMENT: Without prejudice to any other rights, TomTom may immediately terminate this EULA if you fail to comply with any of its terms and conditions. The provisions of this EULA, which by their nature are intended to survive termination, will remain in effect after termination of this EULA. Furthermore, you agree that TomTom may directly enforce these terms against you.