In this document: (1) “we,” “us,” “our,” and ” Sentinel” mean VRM Telematics, LLC, dba Sentinel; (2) “you,” “your,” “customer,” and “user” mean an account holder with us or any user of our Devices or Services; (3) “Device” means any OBD unit, mobile device, any other device, accessory, or other product that we provide you, we sell to you, or is active on your account with us; and (4) “Service” means Sentinel-branded offers, rate plans, options, software, or Devices on your account with us. “Service(s)” also includes any other product or service that we offer or provide to you that references these General Terms and Conditions of Service (“Ts&Cs”).
The Service Agreement
These Ts&Cs are part of your service agreement with us (the “Agreement”) and constitute a contract under which we provide you Services under terms and conditions that you accept. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION WITH A CLASS WAIVER, A REPRESENTATIVE ACTION WAIVER, AND A JURY WAIVER PROVISION. It is important that you carefully read all of the terms of the Agreement.
Services are subject to our business policies, practices, and procedures (“Policies”). You agree to adhere to all of our Policies when you use our Services. Our Policies are subject to change at any time with or without notice.
When You Accept The Agreement
You must have the legal capacity to accept the Agreement. You accept the Agreement when you do any of the following: (a) accept the Agreement through any printed, oral, or electronic statement, including on the web by electronically marking that you have reviewed and accepted; (b) attempt to or in any way use the Services; (c) pay for the Services; or (d) open any package or start any program that says you are accepting the Agreement when doing so. If you do not want to accept the Agreement, do not undertake any of these steps.
Sentinel Device is intended to be used only as a deterrent to distracted driving and unauthorized vehicle use by the vehicle owner/purchaser. You expressly acknowledge and agree that Sentinel service is purely a monitoring and reporting service and that Sentinel product does not prevent the use of the cell phone or prevent speeding. You further acknowledge that the Sentinel Device is detection and reporting device combined with a telematics package designed to report location, speed and time of vehicle operation. You understand and acknowledge that the Sentinel Device is not a jammer or governor and does not stop the vehicle operator from engaging in dangerous driving behaviors, including but not limited to texting, emailing, surfing the internet, talking and/or speeding. Sentinel Service is a monitoring and reporting system that allows the vehicle owner to observe in near real time the driving behavior of the operator as described above. Sentinel makes no representation as to its ability to control or affect in any way the vehicle operators driving behavior. If the vehicle in which the Sentinel product is installed is equipped with an active modem (On-Star, UConnect, Sync and/or other systems that use cellular data transmission), there is a possibility that Sentinel will detect and report transmission from the modem when it is active. Sentinel makes no representations as to the ability of the Sentinel to detect all transmissions from within the vehicle or eliminate all detection or transmissions outside the vehicle. Emergency emissions from outside the vehicle may also occasionally be reported. Sentinel may use a very small amount of power from the vehicle battery. Sentinel system sends You alerts and other notifications using SMS and email. Your cellular service providers data charges may apply.
Term Commitments & Early Termination Fees
Sentinel provides a variety of Services, some of which require you to maintain Your Services on a month to month basis for a minimum term of 24 months (“Term Commitment”). If your Agreement contains a Term Commitment, you will be charged a fee (“Early Termination Fee”) for Service that you terminate early (i.e., prior to satisfying the Term Commitment) or for Services that we terminate early for good reason (for example, violating the payment or other terms of the Agreement) but such Early Termination Fee will be prorated based on your remaining Term Commitment and is equal to the remaining payments due on the Term Commitment. Early Termination Fees are a part of our rates.
Our Right To Suspend Or Terminate Services
We can, without notice, suspend or terminate any Service at any time for any reason. For example, we can suspend or terminate any Service for the following: (a) late payment; (b) using the service for illegal purposes; (c) providing false or inaccurate information; (d) becoming insolvent or bankrupt; (e) modifying a Device from its manufacturer specifications (for example, rooting the device); or (f) if we believe the action protects our interests, any customer’s interests, or our networks.
Credit Checks & Credit Information
We agree to provide you Services on the condition that you have and maintain satisfactory credit according to our standards and policies. You agree to provide information that we may request or complete any applications that we may provide you to facilitate our review. We rely on the credit information you furnish, credit bureau reports or other data available from commercial credit reference services, and other information (such as payment history with us) to determine whether to provide or continue to provide you Services.
Your Device, Number, & E-mail Address
The only warranties on your Device are the limited warranties given to you by the manufacturer directly or that we pass through. Device performance may vary based on device specifications. Your Device is designed to be activated on a specific network and in other coverage areas where the selected network may be available to you. As programmed, it will not accept wireless service from another carrier.
Coverage; Where Your Device Will Work; Service Speeds
Our coverage maps are available on DrivewithSentinel.com. The specific network coverage you get will depend on the radio transmissions your Device can pick up and Services you’ve chosen. Our coverage maps provide high level estimates of our coverage areas when using Services outdoors under optimal conditions. Coverage isn’t available everywhere. Coverage and Service speeds are not guaranteed. Coverage is subject to change without notice. Service speeds may depend on the Service purchased. Actual speeds will vary. There are gaps in coverage within our estimated coverage areas that, along with other factors both within and beyond our control that may affect your service, for example, network problems, network or internet congestion, software, signal strength, your Device, structures, buildings, weather, geography, topography, and server speeds.
If Sentinel provides you software as part of the Service and there are not software license terms provided with the software (by Sentinel or by a third party), then Sentinel grants you a limited, revocable, non-exclusive, non-transferable license to use the software to access the Services for your own individual use. You will not sell, resell, transfer, copy, translate, publish, create derivative works of, make any commercial use of, modify, reverse engineer, decompile, or disassemble the software. Sentinel may remotely upgrade and modify the functionality of the software at any time. Sentinel may revoke this license at any time.
Fees, Activation & Miscellaneous Charges
Based on our Policies, we may charge activation, prepayment, reactivation, program, or other fees to establish, change, or maintain Services.
Account & Service Charges
You are responsible for all charges associated with your account and the Services on your account, no matter who adds or uses the Services.
Your Payments; Late Fees
Payment is due in full as stated on your bill. If we do not receive payment in full by the date specified on your bill, a late payment charge, which may be charged at the highest rate permissible by law, may be applied to the total unpaid balance. We may also charge you any costs we pay to a collection agency to collect unpaid balances from you.
Taxes & Government Fees
You agree to pay all federal, state, and local taxes, fees, and other assessments that we are required by law to collect and remit to the government on the Services that we provide to you. These charges may change from time to time without advance notice.
Disclaimer of Warranties
UNLESS EXPRESSLY PROVIDED IN WRITING OTHERWISE, WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (TO THE EXTENT ALLOWED BY LAW) ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE CONCERNING YOUR SERVICES (INCLUDING YOUR DEVICE AND ANY SOFTWARE OR APPLICATIONS ON YOUR DEVICE). WE DO NOT PROMISE UNINTERRUPTED OR ERROR-FREE SERVICES AND DO NOT AUTHORIZE ANYONE TO MAKE WARRANTIES ON OUR BEHALF. SENTINEL PROVIDES ALL SOFTWARE AND APPLICATIONS ON AN “AS IS” BASIS.
You Agree That Our Liability Is Limited – No Consequential Damages
TO THE EXTENT ALLOWED BY LAW, OUR LIABILITY FOR MONETARY DAMAGES FOR ANY CLAIMS THAT YOU MAY HAVE AGAINST US IS LIMITED TO NO MORE THAN THE PROPORTIONATE AMOUNT OF THE SERVICE CHARGES ATTRIBUTABLE TO THE AFFECTED PERIOD. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, MULTIPLE, OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATED TO PROVIDING OR FAILING TO PROVIDE SERVICES IN CONNECTION WITH A DEVICE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS, OR COST OF REPLACEMENT DEVICE AND SERVICES.
DISPUTE RESOLUTION AND ARBITRATION
PLEASE READ THIS CAREFULLY; IT AFFECTS YOUR RIGHTS
In those rare instances where your concern is not resolved to your satisfaction through calls to our customer care, you and Sentinel each agree to try to resolve those disputes in good faith after you provide written notice of the dispute as set forth below. If the dispute is not resolved, you and Sentinel agree that the dispute will be resolved through individual binding arbitration or small claims court, instead of courts of general jurisdiction.
Mandatory Arbitration and Waiver of Class Action
Instead of suing in court, you and Sentinel agree to arbitrate all Disputes (as defined below) on an individual, non-representative, basis. You agree that, by entering into this Agreement, you and Sentinel are waiving the right to a trial by jury or to participate in a class action or representative action. This agreement to arbitrate is intended to be broadly interpreted.
“Disputes” shall include, but are not limited to, any claims or controversies against each other related in any way to or arising out of in any way our Services or the Agreement, including, but not limited to, coverage, Devices, billing services and practices, policies, contract practices (including enforceability), service claims, privacy, or advertising, even if the claim arises after Services have terminated.
Dispute Notice and Dispute Resolution Period
Before initiating an arbitration, you and Sentinel each agree to first provide to the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute to Sentinel should be sent to: General Counsel, VRM Telematics, LLC, 404 Fontaine Place, Suite 101 Ridgeland, MS 39157 Sentinel will provide a Notice of Dispute to you at your last known billing address on file. Parties will make a good faith effort to resolve the Dispute. If the Dispute is not resolved within 45 days of the Notice of Dispute, either party may initiate the arbitration.
Arbitration Terms, Process, Rules and Procedures
(1) Unless you and Sentinel agree otherwise, the arbitration will be conducted by a single, neutral arbitrator and will take place in the county of the last billing address of the Service. The arbitration will be governed by either: (a) rules that we mutually agree upon; or (b) the JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as modified by this agreement to arbitrate, including the rules about the filing, administration, discovery and arbitrator fees. The JAMS rules are available on its website at jamsadr.com.
(2) The Federal Arbitration Act (“FAA”) applies to this Agreement and arbitration provision. We each agree that the FAA’s provisions-not state law-govern all questions of whether a Dispute is subject to arbitration. However, nothing in this paragraph will require or allow you or Sentinel to arbitrate on a class-wide, representative or consolidated basis.
(3) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. YOU AND SENTINEL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER IN ANY PUTATIVE CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Sentinel expressly agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If any portion of this provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
(4) We each are responsible for our respective costs, including our respective counsel, experts, and witnesses.
(5) An arbitrator’s award will be a written statement of the disposition of each claim and will also provide a concise written statement of the essential findings and conclusions which form the basis of the award. The arbitrator’s decision and award is final and binding, with some limited court review under the FAA, and judgment on the award may be entered in any court with jurisdiction.
No Trial By Jury and No Class Action
IF FOR ANY REASON A CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY WAY PROCEEDS IN COURT RATHER THAN IN ARBITRATION, REGARDLESS OF WHETHER THE CLAIM IS AN ACTION, COUNTERCLAIM OR ANY OTHER COURT PROCEEDING, WE EACH AGREE THAT TO THE EXTENT ALLOWED BY LAW, THERE WILL NOT BE A JURY TRIAL OR CLASS ACTION AND WE EACH UNCONDITIONALLY (1) WAIVE ANY RIGHT TO TRIAL BY JURY AND (2) WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS, INCLUDING JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACTITY ON BEHALF OF ANYONE ELSE IN ANY OTHER PROCEEDING.
You agree to indemnify, defend, and hold Sentinel and our subsidiaries, affiliates, parent companies, vendors, suppliers, and licensors harmless from any claims arising out of or relating to your actions, including, but not limited to, your use of the Service and any information you submit, post, transmit, or make available via the Service; failure to safeguard your passwords, or violating this Agreement or any policy referenced in this Agreement, any applicable law or regulation, or the rights of any third party.
Contacting You Regarding Billing and Collections
You expressly authorize, and specifically consent to allowing Sentinel and any of Sentinel’s agents to contact you in connection with any and all matters relating to unpaid past due charges you owe Sentinel. You agree that, for attempts to collect unpaid past due charges, Sentinel and any of its agents may contact you at any mailing address, telephone number, cellular phone number, email address, or any other electronic address that you have provided, or may in the future provide, to Sentinel.
Other Important Terms
Subject to federal law or unless the Agreement specifically provides otherwise, this Agreement is governed solely by the laws of the state of Mississippi, without regard to the conflicts of law rules of that state. If either of us waives or doesn’t enforce a requirement under this Agreement in an instance, we do not waive our right to later enforce that requirement. Except as the Agreement specifically provides otherwise, if any part of the Agreement is held invalid or unenforceable, the rest of this Agreement remains in full force and effect. This Agreement isn’t for the benefit of any third party except our corporate parents, affiliates, subsidiaries, agents, and predecessors and successors in interest. You can’t assign the Agreement or any of your rights or duties under it, unless we agree to the assignment. We can assign the Agreement without notice. You cannot in any manner resell the Services to another party. The Agreement and the documents it incorporates make up the entire agreement between us and replaces all prior written or spoken agreements.