LoJack® LotSmart™ End User License Agreement
By accessing and using all or any portion of the LotSmart Service, you accept the following terms and conditions:
1.1 Dealership understands that the LotSmart Service and related Devices shall not be used for any purposes other than for inventory management. LoJack prohibits the use of the LotSmart Service and related devices in any way that is unlawful.
2) Copyright. Copyright and other intellectual, industrial and/or proprietary rights to the LotSmart Service, LoJack permits you to use the LotSmart Service only in accordance with the terms of this License. All rights not specifically granted in this License are reserved by LoJack. You may not copy the product manual(s) or written materials accompanying the LotSmart Service except for own use. You only become the owner of the material data carrier and you do not acquire ownership of the LotSmart Service.
3) Other Restrictions. You will not, and will not allow any other person to, modify the LotSmart Service and/or the Devices or any part thereof, to analyze it by means of reverse engineering, to decompile or disassemble the LotSmart Service and/or the Devices, or to make products derived from it.
4) Confidentiality. You acknowledge and agree that the LotSmart Service was developed at considerable time and expense by LoJack and is confidential to and a trade secret of LoJack and/or its third party providers. You agree to maintain the LotSmart Service in strict confidence and not to disclose or provide access thereto to any person.
5) Website. LoJack reserves the right to change the look and feel of its inventory management website, mobile application as well as the way the Location Data is displayed.
6) Ownership. Dealership hereby acknowledges that LoJack’s third-party providers own all rights, title and interest in and to the Site and the services provided by LoJack, including, without limitation to any intellectual property or other proprietary rights which subsist in the Site and the Device.
7) Change in Providers. LoJack reserves the right to change the provider of its LotSmart Service.
8) User Name and Passwords.
8.1 LoJack shall provide the Dealership with the necessary access data, such as account names, user names and passwords. For security reasons, the Dealership must change the issued passwords immediately after having accessed LotSmart Service for the first time and keep the access data confidential.
8.2 The Dealership is responsible and liable for any use of the LotSmart Service, if an unauthorized user obtained access to such service via the Dealership’s access data, even if the Dealership did not consent to or was unaware of such use.
9.1 LoJack shall directly or indirectly procure the Mobile Communication Services for the transmission of Location Data between the Devices and the Platform. The Dealership acknowledges and agrees that LoJack is dependent on the performance of the third parties providing these services, and therefore LoJack is in no way responsible for the quality, reliability and/or availability of the Mobile Communication Services (for instance due to gaps in network coverage and to the fact that these providers reserve the right to suspend their services for maintenance purposes, for security reasons, under instruction of competent authorities etc.) and the speed at which the Location Data will be transmitted.
9.2 The Dealership shall indemnify, defend and hold LoJack and its affiliates harmless from and against any losses, damages, fines, costs or expenses (including legal fees) arising from or in connection with i) claims from third parties that the (content of the) Location Data sent to or from the Platform violate applicable laws and regulations, infringes the rights of such third parties or is otherwise unlawful toward third parties, and ii) the improper use, deploy, installation and/or non-compliance with the instructions supplied with the Devices.
9.3 The Dealership has no contractual relationship with the underlying wireless service carrier and Dealership is not a third party beneficiary of any agreement between LoJack and underlying carrier. Dealership understands and agrees that the underlying carrier shall have no legal, equitable, or other liability of any kind to Dealership. In any event, regardless of the form of the action, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, Dealership’s exclusive remedy for claims arising in any way in connection with this Agreement, for any cause whatsoever, including but not limited to any failure or disruption of the LotSmart Service provided hereunder, is limited to payment of damages in an amount not to exceed the amount paid by Dealership for the Connect during the two (2) month period preceding the date the claim arose.
9.4 The Dealership shall indemnify and hold harmless the underlying wireless service carrier and its officers, employees, and agents against any and all claims, including without limitation claims for libel, slander, legal fees or any property damage, personal injury or death, arising in any way, directly or indirectly, in connection with this Agreement or the use, failure to use, or inability to use the number except where the claims result from the underlying carrier’s gross negligence or willful misconduct. This indemnity shall survive the termination of the Agreement.
9.5 The Dealership has no property right in any number assigned to it, and understands that any such number can be changed from time to time.
9.6 The Dealership understands that LoJack and the underlying carrier cannot guaranty the security of wireless transmissions, and will not be liable for any lack of security relating to the use of the LotSmart Service.
9.7 The LotSmart Service and Devices are for your use only and you may not resell the LotSmart Service to any other party.
10) SIM cards.
10.1 LoJack will provide the Dealership with SIM cards for certain Devices that the Dealership is licensed to use in connection with LotSmart which the Dealership shall use solely (I) in combination with the Devices, and (II) for transmitting Location Data between the Vehicles and the Platform.
10.2 The Dealership shall indemnify, defend and hold harmless LoJack 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 Dealership’s use of the SIM cards provided by LoJack is not in conformity with the underlying agreement.
10.3 Any mis-use of the SIM card including but not limited to use in other 3rd party devices is strictly prohibited. The Dealership will be held responsible for charges related to such use that exceed the data plan.
10.4 LoJack reserves the right to suspend LotSmart Service for any SIM card exhibiting unexpected or excessive data use. LoJack will work with the Dealership to resolve any such instances.
11) Data Information Practices.
11.1 Dealership acknowledges that its use of the LotSmart Service requires the gathering, processing, use, storage, and transmission of information necessary to the operation of the LotSmart Service and the management of your Inventory including, but not limited to location and battery strength.
11.2 Dealership consents to communications from LoJack, or persons or entities acting on its behalf, relating to Dealership’s account status, current and past due charges, service performance, additional product or service offerings, compliance with this Agreement as well as other matters relating to Dealership’s relationship with LoJack or its Affiliates.
11.3 LoJack and those acting on its behalf will obtain, process, store, and transmit information regarding Dealership’s use of the LotSmart Service, including, without limitation, the operation of Dealership’s Inventory (including Location Data) information processed or transmitted by or through the Mobile Communications Services, and data generated by the combination and analysis of such information. LoJack may use such information to provide Dealership with information useful to enhance vehicle safety and maintenance, and may disclose such information to vehicle dealers and insurers. Dealership consents to such gathering, processing, use, and disclosure of such information by LoJack and those acting on its behalf.
11.4 LoJack may use information gathered through Dealership’s use of the LotSmart Service to improve its products and services, to develop new products and services, and to communicate with Dealership and others regarding new and improved products and services, and Dealership consents to such use.
11.5 LoJack, and those acting on its behalf, may combine information gathered from Dealership’s use of the LotSmart Service with information gathered from other Dealerships’ use of LotSmart Service (the “Aggregate Data”) to analyze and improve service performance; to identify trends in fleet performance; to communicate the uses and benefits of the LotSmart Service to prospective service users and the public; and to design and implement new or improved products or services. To the extent reasonably possible, LoJack will use and communicate the Aggregate Data in a manner that does not reveal Dealership’s or fleet users’ identity or their service use. Dealership consents to such use and disclosure of the Aggregate Data.
11.6 Dealership acknowledges that LoJack, its affiliates, and those acting on LoJack’s 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 Dealership’s use of LotSmart, and Dealership consents to such disclosure.
11.7 In the event LoJack intends to gather, use, process, or disclose information obtained from Dealership’s use of the LotSmart Service other than as disclosed in this Article 12, LoJack will provide prior written notice to Dealership of the intended additional use. Should Dealership not consent to the intended additional use, it may discontinue its use of the LotSmart Service.
11.8 Dealership and LoJack will comply with laws and regulations relating to the gathering, use, security, and disclosure of information gathered as a result of Dealership’s use of the LotSmart Service.
12) Limited Warranty. LoJack does not and cannot warrant that the LotSmart Service shall operate error- free. You should be particularly aware of the fact that calculation errors may occur when using LotSmart Service for instance caused by local environmental conditions and/or incomplete data. LoJack and its suppliers provide the LotSmart Service “AS IS AND WITH ALL FAULTS”, and hereby disclaim all other 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 LotSmart Service, and the provision of or failure to provide support or other services, information, LotSmart Service and related content through the LotSmart Service or otherwise arising out of the use of the LotSmart Service. 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 LotSmart Service, all such warranties are limited in duration to ninety (90) days. Some states and/or jurisdictions do not allow limitations on how long an implied warranty lasts, so the above may not apply to you.
13) Suspension of Service. Without prejudice to any other rights, LoJack may suspend LotSmart Service and shall notify Dealership regarding the cause of such suspension if you fail to comply with any of the terms and conditions contained in this License. Certain breaches of this License could result in termination of this Agreement for which LoJack will provide advance written notice to Dealership.