Driveri™ Terms of Service

 

Subscriber has procured Netradyne, Inc.’s (“NetraDyne”) Driveri™ mobile video analytics device(s) (“Hardware”) to be installed in one or more of Subscriber’s fleet vehicles and access and use of NetraDyne’s Driveri™ cloud-based software platform service and Subscriber portal for video-based driving analytics (“Driveri Services”) and other services related to the Hardware (with Driveri Services, the “Services”) in each case from an authorized reseller of NetraDyne (“Reseller”) pursuant to an agreement between Subscriber and Reseller to which these Netradyne Driveri Terms of Service (these “Terms”) are attached (the “Subscriber Agreement”). As a condition of procuring the Services through Reseller, Subscriber agrees to be bound by these Terms.

 

Performance of Driveri Services.

Certain Definitions:

  • ”Authorized User” means each of the individuals authorized to use the Services pursuant to the Subscriber Agreement.
  • ”Subscriber Proprietary Data” means Subscriber confidential or proprietary information and data that Subscriber owns and to which Netradyne has access in connection with the provision of the Services. Subscriber Proprietary Data shall include personally identifiable information of Subscriber employees, agents or independent contractors. For avoidance of doubt, Subscriber Proprietary Data does not encompass or include Driving Data nor Netradyne Derived Data.”
  • “Subscriber Systems” means the Subscriber’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Subscriber or through the use of third-party services.
  • “Documentation” means any manuals, instructions or other documents or materials that Netradyne provides or makes available to Subscriber in any form or medium and which describe the functionality, components, features or requirements of the Services, the Firmware, the Hardware or Netradyne Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
  • “Driving Data” means video images; still images; sound recordings (unless prohibited by law); location information; GPS information; travel information or speed information taken by the installed Hardware; all whether or not Processed. For avoidance of doubt, Driving Data does not include Subscriber Proprietary Data nor Netradyne Derived Data.
  • “Firmware” means software contained, delivered separately, pre-loaded, installed or embedded in the Hardware.
  • “Intellectual Property Rights” means registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
  • “Process” means to take any action or perform any operation or set of operations that the Driveri Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing” and ”Processed” have correlative meanings.
  • “Netradyne Materials” means the Service Software, Specifications, Documentation and Netradyne Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Netradyne or any of its subcontractors in connection with the Services or otherwise comprise or relate to the Services or Netradyne Systems. For the avoidance of doubt, Netradyne Materials include Netradyne Derived Data and any information, data or other content derived from Netradyne’s monitoring of Subscriber’s access to or use of the Services, but do not include Subscriber Proprietary Data.
  • “Netradyne Personnel” means all individuals involved in the performance of Services as employees, agents or independent contractors of Netradyne or any subcontractor.
  • “Netradyne Systems” means the information technology infrastructure used by or on behalf of Netradyne in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Netradyne or through the use of third- party services.
  • “Netradyne Derived Data” means information, data and other content that Netradyne derives from the processing and/or analysis of Driving Data including without limitation through the use of algorithms.
  • “Service Software” means the Netradyne Driveri platform application or applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Netradyne provides remote access to and use of as part of the Services.
  • “Specifications” means the published specifications for the Services in effect as of the date of the Order Form and to the extent consistent with and not limiting of the foregoing, the Documentation.
  • “Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Hardware, the Firmware or the Services that are not proprietary to Netradyne.

Driveri Services.

Subject to and conditioned on Subscriber’s and its Authorized Users’ compliance with the Subscriber Agreement, including without limitation these Terms, Netradyne shall use commercially reasonable efforts to provide to Subscriber and its Authorized Users use of and access to the Driveri Services in accordance with the Specifications, these Terms and the other relevant provisions of the Subscriber Agreement.

Service and System Control.

Except as otherwise expressly provided in these Terms, as between the Parties:

  1. Netradyne has and will retain sole control over the operation,
    provision, maintenance and management of the Driveri Services and
    Netradyne Materials, including the:
    1. Netradyne Systems;
    2. Selection, deployment, modification and replacement of the Service
      Software; and
    3. Performance of Service maintenance, upgrades, corrections and repairs; and
  2. Subscriber has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Subscriber Systems, and sole responsibility for all access to and use of the Driveri Services and Netradyne Materials by any person, by or through the Subscriber Systems or any other means controlled by Subscriber or any Authorized User, including any:
    1. Information, instructions or materials provided by any of them to the Driveri Services or Netradyne;
    2. Fesults obtained from any use of the Driveri Services or Netradyne Materials; and
    3. Conclusions, decisions or actions based on such use.

Subscription Term and Renewals Term.

Driveri Subscription Term require a 24-month minimum term. Driveri Hubx and any associated attached Driveri Subscription Term require a 12-month minimum term. Upon expiration of the then-current Subscription Term, unless the parties execute a renewal agreement (“Renewal Agreement”) for a longer term, the Subscription Term covering use of the Driveri Services will automatically renew for successive twelve (12) month periods, unless either party provides no less than sixty (60) days prior written notice of its intention not to renew the Subscription Term.

Suspension or Termination of Services.

Netradyne may, directly or indirectly, by use of any lawful means, including by use of a disabling device, suspend, terminate or otherwise deny Subscriber’s, any Authorized User’s or any other Person’s access to or use of all or any part of the Driveri Services or Netradyne Materials, without incurring any resulting obligation or liability, if:

  1. Netradyne receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Netradyne to do so; or
  2. Netradyne believes, in its sole discretion, that:
    1. Subscriber or any Authorized User has failed to comply with the Subscriber Agreement, including these Terms, or accessed or used the Driveri Services beyond the scope of the rights granted or for a purpose not authorized under the Subscriber Agreement or in any manner that does not comply with any instruction or requirement of the Specifications;
    2. Subscriber or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or
    3. Subscriber’s subscription for the Services pursuant to the Subscriber Agreement expires or is terminated. This Section does not limit any of Netradyne’s other rights or remedies, whether at law, in equity.

Reservation of Rights.

Nothing in these Terms grant any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Driveri Services, Netradyne Materials or Third-Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Driveri Services, the Netradyne Materials and the Third-Party Materials are and will remain with Netradyne and the respective rights holders in the Third-Party Materials.

Authorization Limitations and Restrictions.

Subscriber shall not, and shall not permit any other Person to, access or use the Driveri Services or Netradyne Materials except as expressly permitted by these Terms and, in the case of Third-Party Materials, the applicable third-party license
agreement. For purposes of clarity and without limiting the generality of the foregoing, Subscriber shall not, except as these Terms expressly permit: copy, modify or create derivative works or improvements of the Driveri Services or Netradyne

Materials.

Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Driveri Services or Netradyne Materials to any person, including on or in connection with the internet or any time- sharing, service bureau, software as a service, cloud or other technology or service; reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Driveri Services or Netradyne Materials, in whole or in part; bypass or breach any security device or protection used by the Driveri Services or Netradyne Materials or access or use the Services or Netradyne Materials other than by an Authorized User through the use of his or her own then valid access credentials; input, upload, transmit or otherwise provide to or through the Driveri Services or Netradyne Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful

Code.

damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Driveri Services, Netradyne Systems or Netradyne’s provision of services to any third-party, in whole or in part; remove, delete, alter or obscure any trademarks, Specifications, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Driveri Services or Netradyne Materials, including any copy thereof; Access, scrape images from, or use the Driveri Services or Netradyne Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law; access or use the Driveri Services or Netradyne Materials for purposes of competitive analysis of the Driveri Services or Netradyne Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Netradyne’s detriment or commercial disadvantage; access or use the Driveri Services or Netradyne Materials in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or otherwise access or use the Driveri Services or Netradyne Materials beyond the scope of the authorization granted under the Subscriber Agreement.

Subscriber Systems and Cooperation.

Subscriber shall at all times during the term:

  1. Set up, maintain and operate in good repair and in accordance with the Specifications all Hardware and Subscriber Systems on or through which the Driveri Services are accessed or used;
  2. Provide Netradyne and Reseller Personnel with such access to Subscriber’s premises, the Hardware and Subscriber Systems as is necessary for Netradyne to perform the Driveri Services in accordance with the Specifications; and
  3. Provide all cooperation and assistance as Netradyne may reasonably request to enable Netradyne to exercise its rights and perform its obligations to provide the Services.

Corrective Action and Notice.

If Subscriber becomes aware of any actual or threatened activity prohibited by these Terms, Subscriber shall, and shall cause its Authorized Users to, immediately:

  1. Take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate
    its effects (including, where applicable reasonable measures to
    discontinue and prevent unauthorized access to the Driveri Services and
    Netradyne Materials); and
  2. Notify Netradyne of any such actual or threatened activity.

Data Backup.

The Driveri Services do not replace the need for Subscriber to maintain regular data backups or redundant data archives. NETRADYNE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF SUBSCRIBER PROPRIETARY DATA OR DRIVING DATA.

Subscriber Control and Responsibility.

Subscriber has and will retain sole responsibility for:

  1. All Subscriber Proprietary Data, including its content and use;
  2. All information, instructions and materials provided by or on behalf of Subscriber or any Authorized User in connection with the Driveri Services;
  3. Subscriber Systems;
  4. The security and use of Subscriber’s and its Authorized Users’ Access Credentials; and
  5. All access to and use of the Driveri Services and Netradyne Materials directly or indirectly by or through the Subscriber Systems or its or its Authorized Users’ Access Credentials, with or without Subscriber’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

Access and Security.

Subscriber shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to:

  1. Securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Driveri Services; and
  2. Control the content and use of Subscriber Proprietary Data, including the
    uploading or other provision of Subscriber Proprietary Data for Processing by the Driveri Services.

Event access request per device. 10 request per device (fleet pooled) per month. Over-the-Air Software Updates. Fees waived (for initial 3-year term).

Data Retention Policy.

Customer is agreeing to the Netradyne Data Retention Policy posted to https:/Data-Retention-Policy.

Data Protection, Privacy and Compliance.

Compliance with Privacy Laws. Subscriber is responsible for complying with all applicable federal, state, and international data protection and privacy laws, including regulations, ordinances, orders and rules, with respect to any personal data of its employees, independent contractors, subcontractors and any other person on Subscriber’s property, including all persons present or otherwise audible in any
vehicle in which the Hardware is installed (each, a “Driver”), in connection with its use of the Hardware, the Firmware and the Services. Netradyne does not represent or warrant, and nothing in these Terms will be construed to mean, that any Netradyne products, services, or notices that Netradyne requests Subscriber to provide to any Driver, will put or keep the Subscriber in compliance with any laws. In addition, when a vehicle utilizing Driveri Services is in a location that prohibits, by
law or otherwise, recording of any data including sounds, Subscriber will ensure compliance therewith.

Location-Based Services.

Subscriber will ensure that before using the Driveri Services, the Driver of each vehicle in which Driveri is installed and in use, is notified of such use, including that Netradyne retains and may use such data as contemplated by these Terms. Subscriber further ensures compliance with all laws, including with the CTIA Best
Practices and Guidelines for Location-Based Services, which can currently be found at: http://files.ctia.org/pdf/CTIA_LBS_Best_Practices_Adopted_03_10.pdf

For Subscribers outside the United States, or whose vehicles utilize Driveri outside the United States, Subscriber will ensure before such use, that it is in compliance with the laws of the jurisdiction where Driveri is in use.

Subscriber Information.

Subscriber (i) is fully responsible for any unauthorized collection, disclosure, disposal or use of, or access to, personal data in Subscriber’s possession or under Subscriber’s control, that relates to the Hardware, the Firmware and the Services, including, without limitation, images, sound recordings, location information, and other Subscriber Proprietary Data; (ii) will implement administrative, physical, and technical safeguards to protect the same; (ii) will maintain an up-to-date privacy policy that fully explains

    1. What information it collects,
    2. How it uses that information,
    3. How it secures that information,
    4. To whom it discloses that information, and
    5. Other privacy disclosures required by law; and
    6. Will comply with all applicable laws, including without limitation data security, privacy, marketing, and consumer protection laws as applicable within the United States, as well as the applicable data protection and privacy laws and regulations with respect to Subscriber Proprietary Data and any other personal data that Subscriber may process or maintain in connection with its use of the Hardware, the Firmware and the Services.

Subpoena Compliance.

If Subscriber or Netradyne receives a subpoena relating to Subscriber’s billing records, or any information collected from or processed in connection with the Hardware, the Firmware or the Services, Subscriber or Netradyne agree to promptly notify the other of the subpoena, and to assist the other with compliance.

Electronic Surveillance.

If Subscriber receives a court order relating to electronic surveillance in connection with its use of the Hardware, the Firmware or the Services, Subscriber will promptly notify Netradyne of such order, and provide Netradyne any information it needs to help Subscriber comply with the court order. If Subscriber either

  1. Fails to comply with the court order, or
  2. Fails to promptly contact Netradyne for any assistance it needs in performing the electronic surveillance, and if Netradyne is fined as a result of Subscriber’s failure described in (i) or (ii), Subscriber will reimburse Netradyne for the amount of the fine and its reasonable costs in complying with same. If Netradyne receives a court order relating to electronic surveillance in connection with the Services, Subscriber will promptly comply with all of Netradyne’s requests.

Proprietary Rights.

Netradyne grants to Subscriber a non-transferable, non-sub licensable and non-exclusive license to use the Firmware solely to the extent necessary to operate the purchased Hardware in compliance with accompanying documentation and during the term of Subscriber’s subscription to use the Driveri Services. All such Firmware is licensed, not sold, to Subscriber and is subject to any additional Netradyne license that may accompany such Firmware. All rights, title and interest in Firmware and any other Netradyne software not expressly granted to Subscriber herein remain the exclusive property of Netradyne or its licensors. Subscriber and any third-party acting through Subscriber may not

  1. Use Firmware or software for any purpose not expressly permitted by these Terms,
  2. Reproduce Firmware or software or any component thereof or any documentation related thereto,
  3. Modify or create derivative works of Firmware or software,
  4. Decompile, disassemble, compile or reverse engineer Firmware or software or otherwise attempt to gain access to the source code, or
  5. Use, duplicate or disclose any technical data or any information regarding the Firmware or software for any purpose. These rights are subject to any third party license underlying any component or application of the Firmware or software. Netradyne is not responsible and bears no liability for malfunction or
    inoperability of Hardware, Firmware, software or Services resulting from
    1. Subscriber directly or indirectly engaging in any of the foregoing
      items (i) through (v) above,
    2. Changes to or de-commitment of operating systems or other applications by any original equipment manufacturer,
    3. Introduction of a virus or other malware caused directly or indirectly by Subscriber,
    4. Inoperability or incompatibility with any Subscriber network or (v) any breach of these Terms. Any such actions will render any remaining warranty immediately void and of no further force or effect. For avoidance of doubt, Subscriber may not transfer or install software or Firmware on any goods not acquired from Netradyne and software and Firmware will only be installed and used on the specific, single workstation or Hardware for which it is licensed, excluding only updates (published by Netradyne for general Subscriber distribution at no charge, i.e., error correction or patch).

All right, title and interest in and to the Firmware and other software, Services and Netradyne Materials, including any and all Intellectual Property Rights therein, and all Intellectual Property Rights in and to the Hardware, are and will remain with Netradyne and the respective rights holders in the Third-Party Materials. Subscriber has no right, license or authorization with respect to any of the Services, Firmware, software or Netradyne Materials (including Third- Party Materials) except as expressly set forth in these Terms or the applicable third-party license, in each case subject to Section 1(f). All other rights in and to the Services, Firmware, software and Netradyne Materials (including Third-Party Materials) are expressly reserved by Netradyne and the respective third-party licensors.

As between Subscriber and Netradyne, Subscriber is and will remain the sole and exclusive owner of all right, title and interest in and to all Subscriber Proprietary Data subject to the rights and permissions granted in Sections 3(d) and 3(e) below.

Subscriber hereby irrevocably grants all such rights and permissions in or relating to Subscriber Proprietary Data to Netradyne, its subcontractors, and Netradyne Personnel as are necessary or useful to

  1. Perform the Services;
  2. Enforce these Terms and exercise its rights and perform hereunder; and
  3. Create and make use of Driving Data and Netradyne Derived Data, including sale of same. In furtherance of the foregoing, Subscriber hereby unconditionally and irrevocably grants to Netradyne an assignment of any and all right, title and interest in and to Driving Data and Netradyne’s Derived Data, including all Intellectual Property Rights relating thereto.

Subscriber shall and hereby does, and shall cause each of its Authorized Users and Drivers to, unconditionally and irrevocably assign to Netradyne, the entire right, title and interest that Subscriber, Driver or such Authorized User may have or acquire in any Netradyne Materials or any of Netradyne’s Confidential Information, including the sole and exclusive ownership of all Intellectual Property Rights relating
thereto. Subscriber further represents, warrants and covenants to Netradyne, that Subscriber has and will have the necessary rights, and consents to assign to Netradyne all rights in the Netradyne Materials as set forth in these Terms.

Subscriber represents, warrants and covenants to Netradyne that Subscriber owns or otherwise has and will have any necessary rights and consents in and relating to the Subscriber Proprietary Data so that, as received by Netradyne and Processed in accordance with these Terms, they do not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any Authorized User, Driver or third party or violate any applicable Law.

Indemnification.

Subscriber shall indemnify, defend and hold harmless Netradyne and its subcontractors, affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, a “Netradyne Indemnitee“) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of
whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers (“Losses“), incurred by such Netradyne Indemnitee in connection with any claim, suit, action or proceeding that arises out of or relates to:

  1. Subscriber Proprietary Data, including any Processing of Subscriber Proprietary Data by or on behalf of
    Netradyne;
  2. Any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Subscriber or any Authorized User;
  3. Allegation of facts that, if true, would constitute Subscriber’s material breach of any of its representations, warranties, covenants or obligations under this Agreement;
  4. Gross negligence or more culpable act or omission (including recklessness or willful misconduct) by Subscriber, any Authorized User, or any third-party on behalf of Subscriber or any Authorized User, in connection with this Agreement;
  5. Libel, slander, infringement of copyright, or invasion of privacy related to the Subscriber Proprietary Data or any other material contained in, processed in, or sent using the Services; or
  6. Any surveillance that Subscriber may direct Netradyne to undertake in connection with the Services. Subscriber’s indemnification hereunder does not limit any right or remedy that Netradyne has or may have in the future at law, in equity, or under statute.

Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD-PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT NETRADYNE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL NETRADYNE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID FOR THE HARDWARE AND SERVICES SOLD HEREUNDER.

Equitable Relief.

Subscriber acknowledges and agrees that a breach or threatened breach by it of these Terms would cause Netradyne irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Netradyne will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

Compliance with Law.

Subscriber shall comply with all applicable laws, regulations and ordinances. Subscriber shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to utilize the Hardware, the Firmware and the Services. Netradyne may suspend, terminate, withdraw or discontinue all or part of the Services when Netradyne believes, in its sole judgment, that Subscriber is in breach of this Section.

Waiver.

No waiver by Netradyne of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by Netradyne. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Third-Party Beneficiary.

Netradyne is providing the Services in reliance on Subscriber’s compliance with these Terms and is an intended third party beneficiary of the Subscriber Agreement to the extent of these Terms.

Miscellaneous.

Netradyne reserves the right to change or amend these Terms in its discretion from time to time. It shall be Subscriber’s responsibility to periodically check
www.netradyne.com/[driveritermsofservice] for changes and/or amendments to this Agreement and Subscriber acknowledges that Netradyne shall not be required to provide Subscriber with written notice of any such change(s) or amendments.

Force Majeure.

NetraDyne shall not be liable or responsible for any failure or delay in provision of the Services when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of NetraDyne including, without
limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Conflicts.

Any terms and conditions in the Subscriber Agreement that conflict with these Terms are void and of no effect.

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