rDrive Dealer Activation Portal Terms of Use

• The rDrive Dealer Activation Portal (“Dealer Portal”) is provided solely for use by dealers who have in effect with Pioneer Electronics (USA) Inc. (“Pioneer”) an Authorized Dealer Agreement and/or Internet Account Agreement (a “Dealer Agreement”) who are further expressly authorized by Pioneer to sell, activate and distribute Pioneer vehicle telematics devices for the rDrive telematics service (“Dealer[s]”).
• These Dealer Portal Terms of Use (“Terms of Use”) apply to any and all use of the Dealer Portal using access credentials provided to Dealer by Pioneer.
• By accessing or using all or any portion of the Dealer Portal, you personally warrant and represent that you are a Dealer employee specifically designated by Dealer to set up new rDrive accounts, and that you have the authority to agree to these Terms of Use on Dealer’s behalf.
• By such access or use by you, Dealer accepts and agrees to the following terms and conditions:

1) Authorized Purpose of Dealer Portal Access.

1.1 Pioneer and the operator of the Dealer Portal, CalAmp Wireless Networks Corporation (“CalAmp”), grant Dealer a limited license, without the right to sublicense, to use the Dealer Portal solely to set up and activate Pioneer vehicle telematics devices (“Devices”) purchased by end user consumers (“End Users”) from Dealer’s authorized brick-and-mortar retail storefronts and/or the Dealer ecommerce website expressly referenced in the body of Dealer’s Internet Account Agreement or Internet Amendment with Pioneer (“Authorized Purpose”). Use of the Dealer Portal for any purpose other than the Authorized Purpose will constitute a material breach of these Terms of Use incapable of cure. Without limiting the foregoing, Pioneer and CalAmp prohibit the use of the Dealer Portal in any way that is unlawful.

1.2 The license in Section 1.1 (“License”) is non-exclusive and non-transferable. The License does not grant any rights to obtaining future upgrades, updates or supplements of the Dealer Portal. If upgrades, updates or supplements of the Dealer Portal are obtained, however, the use of such upgrades or updates is governed by these Terms of Use and the amendments that may accompany them and may be subject to additional conditions.

2) Copyright. Copyright and other intellectual, industrial and/or proprietary rights to the Dealer Portal remain with CalAmp and Pioneer, as applicable. Pioneer and CalAmp permit Dealer to use the Dealer Portal only for the Authorized Purpose in accordance with these Terms of Use. All rights not specifically granted in the License are reserved by CalAmp and its licensors. Dealer may not copy any documentation provided in or with the Dealer Portal except strictly as needed to perform the Authorized Purpose.

3) Other Restrictions. Dealer will not, and will not allow any other person to, modify the Dealer Portal, rDrive app and service and/or the Devices or any part thereof, analyze it by means of reverse engineering, decompile or disassemble the Dealer Portal, rDrive app and service, and/or the Devices, or make products derived from any of the foregoing.

4) End User Data. DEALER WARRANTS THAT all personally identifiable information, including without limitation names, addresses, telephone numbers, vehicle information, and rDrive account information, collected from or provided by End Users in the course of selling, installing, setting up and activating Devices and rDrive accounts or otherwise in their use of the Dealer Portal, shall be used solely for the Authorized Purpose and not otherwise accessed or used in any way.

 The foregoing restrictions do not apply to information that has been collected separately and independently by Dealer as part of its sales, provision of after-sales service, or consent-based marketing to End Users.

5) Confidentiality. Dealer acknowledges and agrees that the Dealer Portal was developed at considerable time and expense by CalAmp and is confidential to and a trade secret of CalAmp and/or its third-party providers. Dealer agrees to maintain the Dealer Portal in strict confidence and not to disclose or provide access thereto to any person.

6) Change or Discontinuance. Pioneer reserves the right to change or discontinue the availability to Dealer of the Dealer Portal, rDrive app and service, and/or Devices or any part thereof at any time without notice.

7) Ownership. Dealer hereby acknowledges that CalAmp and its third-party providers (including Pioneer as applicable) own all rights, title and interest in and to the Dealer Portal and the services provided therein, including, without limitation, to any intellectual property or other proprietary rights which subsist in the Dealer Portal, rDrive app and service, and the Devices.

8) Change in Providers. Pioneer and CalAmp reserve the right to change the provider of Dealer Portal.

9) User Name and Passwords.

9.1 Pioneer will provide Dealer with the necessary Dealer Portal access data, such as account names, user names and passwords. For security reasons, the Dealer must change the issued passwords immediately after having accessed Dealer Portal for the first time and keep the access data confidential.

9.2 Dealer is responsible and liable for all use of the Dealer Portal, including without limitation if an unauthorized user obtains access to such Dealer Portal via the Dealer’s access data, even if the Dealer did not consent to or was unaware of such use, or a Dealer employee or other person or actor uses the Dealer Portal and/or End User data for any purpose other than the Authorized Purpose.

10) SIM cards.

10.1 Devices purchased by Dealer will be equipped with SIM cards, which Dealer shall use and distribute solely in those Devices as delivered to Dealer.

10.2 The Dealer shall indemnify, defend and hold Pioneer and CalAmp harmless from and against any losses, damages, fines, costs or expenses (including legal fees) arising from or in connection with claims from third parties, in particular the underlying wireless service carrier, that the use of the SIM cards provided by Pioneer is not in conformity with these Terms of Use or any other rDrive terms and conditions.

10.3 Any misuse of the SIM card including but not limited to use in any devices other than the Device in which it was delivered by Pioneer is strictly prohibited. The Dealer will be held responsible for charges related to any such unauthorized use.

11) Pioneer and CalAmp’s Data Information Practices.

11.1 Dealer acknowledges that its use of the Dealer Portal requires the gathering, processing, use, storage, and transmission of information necessary to the operation of the rDrive Service.

11.2 Dealer consents to communications from Pioneer and CalAmp, or persons or entities acting on their behalf, relating to Dealer’s account status, service performance, additional Pioneer product or service offerings, and compliance with these Terms of Use, as well as other matters relating to Dealer’s relationship with Pioneer and, as applicable, CalAmp.

11.3 Pioneer and CalAmp and those acting on their behalf will obtain, process, store, and transmit information regarding Dealer’s use of the Dealer Portal, including, without limitation, information processed or transmitted by or through the Devices and data generated by the combination and analysis of such information. Pioneer and CalAmp may use such information to provide Dealer with information useful to enhance the rDrive service. Dealer consents to such gathering, processing, use, and disclosure of such information by Pioneer and CalAmp and those acting on their behalf.

11.4 Pioneer may use information gathered through Dealer’s use of the Dealer Portal to improve its products and services, to develop new products and services, and to communicate with Dealer and others regarding new and improved products and services, and Dealer consents to such use.

11.5 Dealer acknowledges that Pioneer, CalAmp, their affiliates, and those acting on their behalf may be required by law, or in response to or in connection with legal or investigative process or proceedings, to disclose information regarding or obtained as a result of Dealer’s use of the Dealer Portal, and Dealer consents to such disclosure.

11.6 In the event Pioneer or CalAmp intends to gather, use, process, or disclose information obtained from Dealer’s use of the Dealer Portal other than as disclosed in this Article 11, Pioneer or CalAmp will provide prior written notice to Dealer of the intended additional use. Should Dealer not consent to the intended additional use, it may discontinue its use of the Dealer Portal.

11.7 Dealer will comply with laws and regulations relating to the gathering, use, security, and disclosure of information gathered as a result of Dealer’s use of the Dealer Portal.

12) Warranty Disclaimer.

Pioneer and CalAmp do not and cannot warrant that the Dealer Portal will operate error-free. To the maximum extent allowed by applicable law, Pioneer, CalAmp and their suppliers provide the Dealer Portal “AS IS AND WITH ALL FAULTS”, and hereby disclaim all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of: merchantability, non-infringement, quiet enjoyment, system integration, satisfactory quality, fitness for a particular purpose, reliability or availability, accuracy or completeness of responses, results, workmanlike effort, lack of viruses, and reasonable care and skill, all with regard to the Dealer Portal, and the provision of or failure to provide support or other services, information, the rDrive service, and related content through the Dealer Portal or otherwise arising out of the use of the Dealer Portal.

This exclusion does not apply to (i) any implied condition as to title and (ii) any implied warranty as to conformity with description. If applicable law requires any implied warranties with respect to the Dealer Portal, all such warranties are limited in duration to ninety (90) days.

13) Limitation of Liability. PIONEER, CALAMP, AND THEIR RESPECTIVE LICENSORS AND AFFILIATES WILL NOT BE LIABLE IN CONNECTION WITH THE DEALER PORTAL, THESE TERMS OF USE OR ITS SUBJECT MATTER, UNDER ANY THEORY OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL PIONEER’S OR CALAMP’S TOTAL LIABILITY IN CONNECTION WITH THE DEALER PORTAL OR THESE TERMS OF USE EXCEED $20, REGARDLESS OF THE CAUSE OF ACTION, NATURE OF THE DAMAGES, OR THEORY OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS OR LIMITATIONS, TO THE EXTENT PROHIBITED BY APPLICABLE LAW, MAY NOT APPLY TO YOU. YOUR SPECIFIC RIGHTS MAY VARY FROM JURISDICTION TO JURISDICTION.

14) Suspension or Termination of Access. Without prejudice to Pioneer’s and CalAmp’s other rights and remedies, Dealer’s access to the Dealer Portal may be suspended or terminated if Dealer fails to comply with any of the terms and conditions of these Terms of Use or breaches a Dealer Agreement. Any material breach of these Terms of Use could result in termination of these Terms of Use, Dealer’s authorization as a Pioneer rDrive dealer, or Dealer’s authorization as a Pioneer dealer, depending on the nature of the breach.

15) General.

15.1 Choice of Law; Court Location. These Terms of Use and all matters arising out of them are governed by the laws of the State of California, U.S.A., excluding choice of law principles. Dealer irrevocably consents to jurisdiction and venue of the courts sitting in Los Angeles County, California, for any controversy, claim or dispute under these Terms of Use or in connection with its subject matter, including the rDrive service.
15.2 Severability and Waiver. If any provision of these Terms of Use is held to be illegal, invalid or otherwise unenforceable, that provision will be enforced to the extent possible or, if incapable of enforcement, deemed to be severed and deleted from these Terms of Use, and the remainder will continue in full force and effect. Any waiver of a breach of these Terms of Use must be in writing and signed by Pioneer in order to be enforceable, and the waiver of any breach will not waive any other or subsequent default or breach.
15.3 No Assignment. Dealer may not assign, sell, delegate or otherwise transfer these Terms of Use or any rights or obligations under them without Pioneer’s prior written consent.
15.4 Entire Agreement; Changes. Together with all applicable terms in the Dealer Agreement(s), these Terms of Use constitute the entire agreement between Dealer and Pioneer with respect to the Dealer Portal. Pioneer may modify, update, or terminate these Terms of Use by email to Dealer’s designated rDrive Portal administrator or other Dealer contact, posting in the Dealer Portal, written notice by U.S. Mail or express courier, or otherwise delivering such modifications, updates or termination to Dealer. These Terms of Use may not otherwise be modified or amended, and no other act, document, usage or custom will be deemed to amend or modify this Terms of Use.