This Telematics Terms of Service Agreement (this "Agreement") governs your access to and use of the telematics products and services that are provided by Buhler Versatile Inc. and our Affiliates (collectively, “Buhler Versatile”), from time to time (collectively referred to as the "Telematics Services").
As used in this Agreement, “we” and “us” refers to Buhler Versatile, and “you” and “your” refers to the user of the Telematics Services. The effective date of this Agreement is when you accept it, in accordance with the terms and conditions that are set out below. “Affiliate” has the meaning given to that term by The Corporations Act (Manitoba).
IMPORTANT! YOUR ACCESS TO OUR WEBSITE AND THE TELEMATICS SERVICES IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU PROCEED. ACCESSING AND USING OUR WEBSITE AND THE TELEMATICS SERVICES IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT USE OUR WEBSITE AND/OR THE TELEMATICS SERVICES.
You can view, print, download or save this Agreement at any time, under the “Terms of Service” link that appears on our website.
Subscription: The Telematics Services are a subscription service that uses software and/or firmware which is used in, installed on, provided with or embedded in equipment (the “Equipment”) supplied by Buhler Versatile, to provide information about the operation of your Equipment. We use the Telematics Services to help us provide products and services to you, including supporting and servicing the Equipment, and to further our research and development activities for our products and services. We may offer dashboards and other interfaces which allow you to access data collected and used by the Telematics Services (“Data”), to help you better understand and use your Equipment and your farming operation more generally.
Subscription Term: Access to the Telematics Services is based on a subscription model (each, a “Subscription”). Depending on your plan, you will receive access to the Telematics Services for a set period of time (e.g., monthly, annually or throughout the duration of your ownership of the Equipment, subject in all cases to earlier termination as set out in this Agreement), after which your access to the Telematics Services will cease, unless you renew your Subscription in accordance with the terms and conditions which are then in effect and applicable to you.
Right to Access: Subject to the terms hereof, we grant you a limited, non-exclusive, non-transferable right to access the Telematics Services and the content displayed or accessed by, through or in the Telematics Services, during the term of your Subscription, solely for reasonable purposes related to your internal business operations. No other right, interest or licence is granted to you. The features available to you will depend on your plan. We may change features from time to time.
Plan Types: We may offer free and paid Subscriptions to the Telematics Services. Advertised prices and features may change. Please consult our website or your authorized Versatile dealer for our current plans.
Fees: You must pay all fees (plus any applicable taxes) during your Subscription period and any renewal periods. If any applicable fees change, such change will take effect on the next regularly scheduled billing period, for your Subscription.
Free Trials and Discounts: We may offer free-trial or discounted Subscriptions. When a free-trial period or discount period ends, you must upgrade to a paid plan in order to continue using the Telematics Services. We reserve the right to determine your eligibility for, and the length of, your free trial or discounted Subscription, in our sole discretion.
Refund Policy: All Subscription fees are non-refundable. We will not provide refunds or credits for any partial Subscription periods or unused aspects of the Telematics Services. If you cancel your Subscription, you will not be refunded or credited any portion of your last paid Subscription fee.
Renewal: The renewal terms of your Subscription will depend on the terms and conditions of your plan. You can contact your authorized Versatile dealer or us at cbxinfo@versatile-ag.com for more information about renewal terms, including any applicable payment terms and conditions.
Non-Transferrable: Your Subscription and your rights thereunder may not be transferred without our written consent, which we may withhold in our sole discretion.
Cancellation: Contact us at cbxinfo@versatile-ag.com or your authorized Versatile dealer for information about how and when you may cancel your Subscription. Unless we agree otherwise in writing, no refund will be issued for any time remaining in your current Subscription period and you will lose access to Data that was generated under your Subscription when your payments end.
If you want to restrict our access to Data or otherwise withdraw your consent to the collection of your personal information, in accordance with the terms of our Privacy Statement, you must cancel the Telematics Service and request that we delete the Data in your Account. We will continue to have access to Data collected by the Telematics Service before you restrict our access to it or terminate this Agreement and we will retain Data that does not identify you, as outlined above. Please be advised that restricting our Access to Data will prevent you from receiving remote machine diagnostics, remote machine servicing or other services from us.
If you breach this Agreement, we may, at our option:
If we delete your account for a breach of this Agreement, you may not re-register without our written permission, which we may withhold in our sole discretion. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
Payment Terms: Any payments made in connection with your purchase of a Subscription are arranged through your authorized Versatile dealer. Please check with your authorized Versatile dealer for additional payment terms and conditions which may apply. Your access to the Telematics Services will not begin until we have received the payments which apply to your Subscription (if any).
Support: Your authorized Versatile dealer may offer support for components which form part of your use of the Telematics Services. Any such support will be subject to separate terms and conditions which are set by your authorized Versatile dealer. We are under no obligation to provide support for your use of the Telematics Services. Further, support and the proper functioning of the Telematics Services are conditional upon your adherence to documentation and instructions we make available from time to time, as well as the terms and conditions of this Agreement.
No Resale Rights: Subscriptions may not be resold. Telematics Services access must be purchased and maintained by the original customer, and Subscriptions cannot be distributed, transferred, or resold to another user, except as expressly permitted by this Agreement. Buhler Versatile reserves the right to terminate accounts that are in violation of these terms, which may include directly contacting customers who were sold unauthorized Subscription services, termination of accounts, and revoking Subscriptions without a refund.
Import and Export Compliance. All system hardware, firmware, software, proprietary data, know-how, or other data or information (collectively, “Products”) obtained from Buhler Versatile may be subject to the import or export control laws of one or more countries. As such, their import, export, re-export, and transfer may be restricted or prohibited. You will comply with all such laws and not directly or indirectly import, export, re-export, transfer, or cause to be imported, exported, re-exported, or transferred, any Products to any destination, entity, or persons prohibited or restricted under any law, unless you have first obtained the prior written consent of Buhler Versatile and any applicable governmental entity, either in writing or as provided by applicable law, as amended from time to time.
Consent to Communication: You may consent to receiving short message service (“SMS”) messages and email messages, through the Telematics Services. If you choose to receive this communication, you will provide information only for accounts and devices for which you are an authorized user. You are responsible for any applicable data charges you incur in connection with this communication.
Revisions to Terms: Your access to and functionality of the Telematics Services, Subscriptions and the terms and conditions of this Agreement are subject to change without notice, including but not limited to Subscription program cancelation, removal of features from the Telematics Services and fee changes.
Accounts and User Interaction: In order to access and use some of the Telematics Services, you must sign up and create an account (the “Account”). This requires you to submit certain information, including your name, email address and a password. You are solely responsible for maintaining the confidentiality of your password and all activities that occur under your Account (even if another person has undertaken the activity, you are deemed to be responsible for the purposes of this Agreement, including, without limitation, its indemnification obligations). Therefore, you should protect your password and make your password difficult for others to guess, and exercise care in allowing access to your Equipment. When you register, you agree to provide accurate, current, and complete information about yourself and update it as necessary. You will not use another person’s Account.
We reserve the right to refuse registration of Accounts, or to cancel any existing Accounts, that we deem to be inappropriate, in our sole discretion. If you use the Telematics Services, you are solely responsible for maintaining the confidentiality of your Account and password, and you agree to accept responsibility for all activity that occurs under your Account. We are not responsible for updating your Account. When you provide information to us, you represent and warrant that you have legal authority to do so. In particular, you represent and warrant that: you are entitled to submit the information to us; the information is accurate; and the information is not confidential, in violation of any contractual restrictions or third party rights.
Consent to Electronic Communication: When you visit our website, use the Telematics Services or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on our website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. An Agreement entered into as contemplated above shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Modification to the Telematics Services and this Agreement: We reserve the right to restrict, suspend, revoke or terminate or otherwise change any aspect of the Telematics Services for any reason whatsoever. We may modify all or one or more parts of this Agreement at any time. We may provide notice to you of such revisions by means of a general notice on our website. Your continued use of the Telematics Services after such revisions are posted will signify your agreement to these revised terms. Therefore, you should visit this page periodically to review this Agreement.
Ownership of Content: For the purposes of this Agreement, “Intellectual Property Rights” means all industrial and intellectual property rights throughout the world including all copyright right and analogous rights, rights in relation to inventions or discoveries, including patent rights, designs, circuit layouts, trade names, brand names and registered and unregistered trademarks, including service marks and moral rights.
All materials related to the Telematics Services, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and information belonging to other users (the “Content“), and all Intellectual Property Rights related thereto, are now and will remain the exclusive property of us and our licensors.
Except as expressly provided herein, nothing in this Agreement shall be deemed to create a licence in the Content or under any Intellectual Property Rights. You agree not to sell, licence, provide access to, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Content or the Telematics Services more generally. Use of the Content and the Telematics Services for any purpose not expressly permitted by this Agreement is strictly prohibited.
You retain ownership in and to materials you submit to us, including, without limitation, Data generated from your device (collectively, "Your Content"), but you agree to grant us a royalty-free, sub-licensable, irrevocable licence to use Your Content, as we see fit, in our sole discretion, for the purpose of providing the Telematics Services and in connection with any sale of Buhler Versatile in whole or in part, including the assets thereof (provided that in the event of any such sale, we will provide notice to you prior to the transfer of Your Content). We reserve the right to disclose Your Content, at any time, as is required to comply with applicable laws, and the right to remove any of Your Content that is in violation of the terms and conditions of this Agreement. You also agree that any rights you assert in and to Your Content will be subject to standards of commercial reasonableness. You represent and agree that you will not post or provide to or through our website or the Telematics Services, any trade secrets, confidential information, intellectual property and other proprietary information of any other person, without authorization from such other people, or any obscene or defamatory content. Your Content (and our use thereof in accordance with this Agreement) shall not knowingly infringe the Intellectual Property Rights, including copyright, patents, trade-marks or trade secrets, of any third party. You hereby indemnify and hold harmless, us and our owners, subsidiaries, Affiliates, representatives, agents, licensors or their respective heirs, administrators, executors, successors and assigns (as the case may be) (collectively, "Others"), from any and all liability or loss, including reasonable counsel fees, which we suffer in connection with any claim or action by reason of a breach of the foregoing representations and warranties.
Despite anything else in this Agreement, Your Content and Data will not include any information, data or other content that is: (i) aggregated or otherwise unable to identify you or anyone else as the persons about which such information, data or other content relates; or (ii) derived by or through the Telematics Services from processing Your Content and Data and is sufficiently different from such Your Content and Data that Your Content and Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further processing of such information, data or content. This information, data or other content will be deemed to be Content which is our exclusive property and which can be used, retained and disclosed by us, in our sole discretion, including, without limitation, in connection with any sale of Buhler Versatile in whole or in part, including the assets thereof.
Trademarks: Certain words, phrases, names, designs or logos on our website may constitute trademarks, services marks, or trade names that are owned by us or others. The display of such marks on the Telematics Services does not imply that you have been granted a licence by us or others with respect to them.
Complaints: If you believe in good faith that any material that is made available on or through the Telematics Services infringes your copyright, or if you have any other complaints about your use of the Telematics Services, please contact us here. You can also contact us if another user provides content or otherwise uses the Telematics Services in a way that you find objectionable. While we are not responsible for how others use the Telematics Services, we will make commercially reasonable efforts to make your use of the Telematics Services enjoyable.
Acceptable Uses of the Telematics Services: While you use the Telematics Services, you must comply with all applicable laws, rules and regulations, as well as this Agreement and our Privacy Statement. In addition, your use of the Telematics Services is based on the following rules of conduct. You will not:
Any person who is found or reasonably suspected to have violated the rules of conduct provided above may be barred from using the Telematics Services, in our sole discretion, and may be subject to other legal remedies.
Other Terms and Conditions: When you access and use the Telematics Services, you (i) consent to us using your payment details in accordance with our Privacy Statement, (ii) accept the terms and conditions of any applicable support policies, and (iii) acknowledge that any violation of these terms may result in the immediate termination of your Account and Subscription services without notice or refund. Your access to and use of the Telematics Services may be subject to other terms and conditions described on our website or through the Telematics Services from time to time.
Storage or Deletion of Content: You agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any information maintained by us (including, without limitation, the Data). Upon termination of this Agreement, unless otherwise required by applicable law, we may permanently delete the information and data under your Account, and you or a later purchaser of your Equipment will no longer be able to access that information and data.
Limits on Storage: We retain the right to create limits on use and storage, at our sole discretion, at any time, with or without notice.
Our Access to Stored Content: We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce this Agreement, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e) protect our rights, property or safety, our users or the public. We will not be responsible or liable for the exercise or non-exercise of our rights under this Agreement.
NO WARRANTY: WITH RESPECT TO THE TELEMATICS SERVICES, WE DO NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE TRANSACTIONS, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, ACCURACY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. Your Equipment and components which form part of the Equipment and are part of the functioning of the Telematics Services (“Components”) may be subject to separate warranties. The availability of these warranties is dictated by the terms and conditions of separate agreements and you should be aware that in some instances, Components may not have warranty coverage.
Use at Your Own Risk: Access to the Telematics Services is provided "as is" and without warranties of any kind, either express or implied. By accessing and using the Telematics Services, you acknowledge and agree that it is entirely at your own risk. We are not responsible for your reliance on the Telematics Services. While we try to keep the Telematics Services available without interruption, we are not responsible for ensuring the Telematics Services are available (on a timely basis or at all) or that they will convey information to anyone, on your behalf. If your use of the Telematics Services or the Content results in the need for servicing or replacement of equipment or data (including, without limitation, the Equipment or the Data), Buhler Versatile and its Affiliates are not responsible for those costs. The Telematics Services include content provided by third parties, including from third-party licensors. All statements and/or opinions expressed in any such third-party content (including but not limited to, user submissions and forum postings), other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect our opinion. Neither us nor our subsidiaries, Affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors or assigns, have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.
Data Security: If you upload or transmit confidential, personal information, trade secrets, or other sensitive or restricted content on our website or through the Telematics Services, you are solely responsible for implementing safeguards beyond the security measures provided by us. You acknowledge that, subject to our compliance with the terms of this Agreement, you upload or transmit this information at your own risk. WE DO NOT WARRANT THAT THE TELEMATICS SERVICES WILL OPERATE ERROR-FREE OR THAT THE TELEMATICS SERVICES ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE TELEMATICS SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
Third Party Components, Links and Information: Our website and other aspects of the Telematics Services may contain third party components and links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or use a third party component from our website or through the Telematics Services, you do so at your own risk, and you understand that neither this Agreement or our Privacy Statement applies to your interaction with third parties in connection with such sites, advertisements, services, special offers, events, activities or materials.
We are not responsible for any materials or information on the website, any linked website or which is otherwise made available through the Telematics Services, that you may find offensive, undesirable or objectionable. Further, we specifically disclaim any responsibility or liability for the accuracy, completeness, correctness, timeliness or usefulness of third party information or components. You expressly indemnify us from any and all liability arising from your use of any such third-party website, service, content or components.
You acknowledge and agree that any components and services which form part of the Telematics Services and which are offered by third parties may be provided under separate agreements, to be entered into directly by you and such third parties. We are not a party to the relationship between you and any third party, and as such, we have no responsibility to you as regards your use of any such third party services. You agree that you will have no recourse or remedy against us in respect of these matters, except as expressly set out in this Agreement.
Third Party use of Your Content: Be aware that information you provide to us will be made available to others, as disclosed in our Privacy Statement. We are not responsible for what others do with your content, once you post it on your Account and share it with another user.
Verification: We are not responsible for verifying your identity, the identity of anyone who uses your Account, or the identity or legitimacy of any other user, posting, resume, or profile.
Professional Advice: Any information made available through the Telematics Services is for informational purposes only and is not intended to be nor should it be construed as professional advice. Users should seek independent professional advice from a person who is licensed and/or qualified in the applicable area before relying on any information found on our website or through the Telematics Services.
THIS SECTION LIMITS OUR LIABILITY TO YOU AND PROVIDES FOR A RELEASE AND AN INDEMNITY, FROM YOU, IN FAVOUR OF US. PLEASE READ IT CAREFULLY.
LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL YOU BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES FROM US, ARISING DIRECTLY OR INDIRECTLY FROM: (A) ANY BREACH OF THIS AGREEMENT, FUNDAMENTAL OR OTHERWISE; OR (B) ANY OF OUR NEGLIGENCE, ACTS OR OMISSIONS; OR (C) ANY PROVISION, DUTY OR REQUIREMENT OF ANY STATUTE; OR (D) THE CONDUCT, ONLINE OR OFFLINE, OF ANY USER OF THE TELEMATICS SERVICES; OR (E) LOST DATA, BUSINESS INTERRUPTION OR BREACH OF SECURITY; OR (F) ANY DUTY AT LAW OR IN EQUITY. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY TO YOU FOR DIRECT DAMAGES YOU SUFFER ARISING OUT OF, RELATED TO OR CAUSED BY THIS AGREEMENT OR YOUR USE OF OUR WEBSITE OR THE TELEMATICS SERVICES EXCEED THE FEES YOU PAID TO US FOR YOUR USE OF THE TELEMATICS SERVICES DURING THE TWELVE (12) MONTHS’ PERIOD PRECEDING THE LOSS. YOU ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.
RELEASE: ` EXCEPT AS SET OUT HEREIN, YOU AGREE TO RELEASE, REMISE, ACQUIT AND DISCHARGE US FROM ANY CLAIMS, ACTIONS, DEMANDS, COSTS AND EXPENSES OF ANY KIND WHATSOEVER, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, AT LAW OR IN EQUITY, OR BY STATUTE OR OTHERWISE, HOWSOEVER CAUSED, WITH RESPECT TO YOUR USE OF, OR OUR OPERATION OF, OUR WEBSITE AND THE TELEMATICS SERVICES.
INDEMNITY: YOU AGREE TO INDEMNIFY, SAVE AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, ACTIONS, DEMANDS, JUDGMENTS, AWARDS, DECLARATIONS, ORDERS, SETTLEMENTS, DAMAGES (INCLUDING GENERAL, SPECIAL, PUNITIVE, AGGRAVATED OR EXEMPLARY DAMAGES), LIABILITIES, LOSSES, COSTS, CHARGES, INTEREST AND EXPENSES, OR PROCEEDINGS OF ANY KIND WHATSOEVER WHICH MAY BE INITIATED OR PRESENTED BY ANY OTHER PERSONS, INDIVIDUALS OR OTHER LEGAL ENTITIES, AND WHICH ARISE DIRECTLY OR INDIRECTLY FROM YOUR USE OF OUR WEBSITE AND THE TELEMATICS SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY AGREE TO PAY ALL COSTS, FEES AND EXPENSES, ON A SOLICITOR AND OWN CLIENT BASIS, WHICH MAY BE INCURRED BY US, RELATING TO YOUR USE OF OUR WEBSITE AND THE TELEMATICS SERVICES.
SINCE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF WARRANTIES, DAMAGES OR LIABILITY, SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT MAY NOT APPLY TO YOU.
FOR THE PURPOSE OF THIS SECTION, THE TERMS “WE”, "US" AND "OUR" SHALL INCLUDE OUR AFFILIATES AND OURS AND OUR AFFILIATES' RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS.
Law and Venue: The law that will apply in any dispute or lawsuit arising out of or in connection with the Telematics Services, and which arbitrators or courts (as the case may be) have jurisdiction over any such dispute or lawsuit, depend on where you are domiciled:
| Domicile | Governing Law | Venue |
| Canada | Province of Manitoba | Winnipeg, Manitoba |
| United States | State of Minnesota | Minneapolis/St. Paul, Minnesota |
This Agreement, and any disputes arising out of or related to this Agreement, will be governed by the laws of the jurisdiction noted above and shall be treated in all respects as a contract from that jurisdiction, without reference to the principles of conflicts of law or the United Nations Convention on the International Sale of Goods. Each party hereby consents and submits to the exclusive jurisdiction of the arbitrators or courts (as the case may be) in such venue. You agree that our website shall be deemed a passive website which shall not give rise to personal jurisdiction over Buhler Versatile, either specific or general, in other jurisdictions.
Dispute: In consideration for your right to access and use the Telematics Services, you agree that: (i) you will contact us directly and give us the opportunity to try to resolve any and all disputes before you take any action in court, or otherwise; (ii) any and all disputes, claims and causes of action arising out of or connected with the Telematics Services shall be resolved individually, without resort to any form of class action; (iii) any and all claims, judgments and awards shall not include legal fees; and (iv) to the extent permitted by law, under no circumstances will you be permitted to obtain awards for, and you hereby waive all rights to claim punitive, incidental and consequential damages and any other damages other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased.
YOU AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS THAT CANNOT BE RESOLVED INFORMALLY AND THAT RELATE IN ANY WAY TO OR ARISE OUT OF THE TELEMATICS SERVICES, SHALL BE FINAL AND BINDING ARBITRATION, except to the extent that you have in any manner infringed upon or violated or threatened to infringe upon or violate any Intellectual Property Right of Buhler Versatile, its Affiliates or any third party, or any privacy or publicity rights, in which case you acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought by Buhler Versatile, its Affiliates or the applicable third parties.
If you are domiciled in Canada, the arbitration will be administered by The International Centre for Dispute Resolution Canada in accordance with its Canadian Arbitration Rules.
If you are domiciled in the United States, the arbitration will be administered by the American Arbitration Association (AAA) in accordance with the AAA’s Commercial Arbitration Rules, and, if applicable, the AAA’s Consumer Arbitration Rules.
You agree that any dispute resolution proceedings will be conducted only on an individual basis and you expressly waive the right to request or maintain any class-wide, representative or consolidated actions, even if the applicable arbitration procedures or rules would permit them. We each agree that the parties are waiving the right to a trial by jury, and if for any reason a dispute proceeds in court rather than in arbitration, we each waive any right to a jury trial. Notwithstanding the foregoing, we both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
To the extent permissible under applicable law and the relevant arbitration rules: (a) you and we agree to pay our own fees, costs, and expenses, including those for any attorneys, experts, and witnesses; and (b) any claim or cause of action arising out of or related to the use of the Telematics Service must be brought either in arbitration or in court (as permitted by this Agreement) within one (1) year after such claim or cause of action arose, or be forever barred.
Waiver of Rights: You agree to waive any right you may have to: (a) a trial by jury; and (b) commence or participate in any class action against us related to your use of the Telematics Services, the exchange of electronic documents between us or this Agreement and, where, applicable, you also agree to opt out of any class proceedings against us or our licensors.
We respect your privacy. By using the Telematics Services, you consent to your personal information being collected, used, and disclosed in accordance with our Privacy Statement https://versatile-cbx.com/legal/privacy/, as we deem reasonably necessary for the provision of the Telematics Services, or for any other purposes that are set out in our Privacy Statement, or as required or permitted by law.
Investigations and Violations: We reserve the right to investigate you if we suspect you have violated this Agreement and/or any applicable laws, and may seek to gather information from you or about your use of the Telematics Services, in furtherance of this purpose. We may suspend your use of the Telematics Services (and for further certainty, use of the Telematics Services through your Account) if your conduct is under investigation. If we believe, in our sole discretion, that a violation of this Agreement and/or any applicable laws has occurred, we may take any corrective action deemed by us to be appropriate, in our sole discretion, including providing personally identifiable information as part of any legal process.
BY ACCEPTING THIS AGREEMENT, YOU WAIVE AND HOLD HARMLESS BUHLER VERSATILE AND ITS SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY BUHLER VERSATILE DURING OR AS A RESULT OF ITS INVESTIGATIONS OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT AUTHORITIES.
Suspension of your Use of the Telematics Services by us: If you breach any provision of this Agreement, you may no longer use the Telematics Services. We may at any time and for any reason, with or without cause, and in our sole discretion, immediately suspend or terminate (in whole or in part) this Agreement and / or your permission to use the Telematics Services, all without any notice or liability to you or any other person. We may take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Telematics Services. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Telematics Services.
We have no obligation, nor any responsibility to any party to monitor the Telematics Services or their use, and do not and cannot undertake to review material that you or other users submit to the Telematics Services. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
No Rights on Termination: We reserve the right to cease, suspend or interrupt operation of or access to the Telematics Services or any part thereof, and shall not be required to provide any notice in respect of such cessation, suspension or interruption of access, nor shall we have any liability for such cessation, suspension or interruption of access.
Survival: The provisions of Sections that are by their nature intended to survive termination of this Agreement shall survive termination of this Agreement in perpetuity, including, but not limited to, all Sections concerning proprietary interests, warranty disclaimers, indemnity, and limitations of liability.
Agreement in English: The parties hereto have required that this Agreement and all documents relating thereto be drawn up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
International Matters: We make no representation that our website, the Telematics Services and all other materials on our website are appropriate or available for use in any particular location. Those who choose to access our website do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Force Majeure: We will not be liable for failure or delay in our performance of our obligations under this Agreement due to any cause beyond our reasonable control, including, but not limited to: (a) acts of God; or (b) failure or disruptions in third-party-controlled or operated communications facilities; or (c) worms, viruses and other disabling or disruptive software, communications or files.
Notice: All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the applicable order form (or to such other address as may be designated by a party from time to time in accordance with this Section).
Waiver: Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions of this Agreement.
Assignment: This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you except as noted herein, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. If you sell your Equipment, you may transfer your interest under this Agreement, upon our consent and subject to such conditions as we deem appropriate, in our sole discretion.
Entire Agreement: Our Privacy Statement, this Agreement and all other documents referenced in this Agreement, together with any amendments and any additional agreements you may enter into with us in connection with the Telematics Services, together shall constitute the entire agreement between you and us concerning the Telematics Services.
Our Contact Information: If you have any question ds about this Agreement, or the Telematics Services generally, please contact us here: cbxinfo@versatile-ag.com.