TERMS and CONDITIONS
last modified July 13, 2018
THIS SERVICE AGREEMENT (this “Agreement”) is made and effective as of the date Customer (“Customer”) purchases the Services provided pursuant to this Agreement.
WHEREAS, RevX Systems, Corp. (herein referred to as “RevX”), offers access to and use of services from wireless and application service providers (the “Services”), and Customer desires to receive such Services, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
- Customer hereby engages RevX to provide cellular connectivity and application services (herein referred to as ‘Services”) and RevX hereby accepts such engagement.
- Customer orders submitted through the RevX portal will be binding upon RevX upon written confirmation or provisioning of the Service.
- This Agreement shall commence on the date the customer creates their account with RevX at https://dataplans.digikey.com/ and automatically renew each billing period until terminated with written notice of non-renewal.
- CUSTOMER COMMITMENTS. Customer agrees:
- They will supply accurate information in the account setup and will keep their contact information current;
- That the Services are used in connection with carrier approved equipment and applied to machine-to-machine (“M2M”) communication systems with such equipment installed within the selected wireless service provider network service area;
- Their equipment will not be permanently located in a designated carrier’s roaming area;
- They will NOT use the Services for remote medical patient monitoring applications or in any other manner in which the Services will be used to monitor life, health or safety of persons or property without the prior written approval of RevX.
- CUSTOMER ACKNOWLEDGES and agrees that:
- RevX is not responsible for the selection, supply, installation, operation, or maintenance of any Devices or other equipment or software owned or licensed by the customer and used in connection with the Services.
- RevX or its network provider partners may interrupt the Services at any time without any liability on its part, when Customer fails to comply with any of its obligations under this Agreement, or where necessary to prevent the improper or unlawful use of the Network.
- Customer is not acquiring services for the purposes of re-licensing, resale or redistribution without integration with other products and/or services;
- RevX reserve the right to make improvements to or correct any error or omissions in any portion of the Network, which may or may not affect Customer’s access to the Network.
- SERVICE LEVELS AND DEPENDENCIES
- RevX shall use commercially reasonable efforts to ensure the service is available 24 hours a day, 7 days a week, except for any unavailability caused by circumstances beyond RevX’s control, including without limitation acts of nature or government intervention.
- RevX is authorized to provide Services by the network providers, but Services remain dependent upon that provider continuing to provide and support its network and that authorization.
- Customer acknowledges that service may experience issues due to interruption of the service provider network and is available only within the applicable plan coverage areas, within operating range of wireless systems and with Equipment authorized by the provider to operate on its network.
- SUPPORT SERVICES
- Support for your device, setup procedures, SIM or data plan status can be obtained at email@example.com or by calling 1-800-344-4539.
- Any questions related to your wireless service or charges to the account should be forwarded by emailed to firstname.lastname@example.org
- PRICING AND BILLING
- All prices quoted on the site are valid for Orders placed at that time and may be subject to change at any time.
- Prices are subject to correction for clerical and typographical errors.
- Prices are exclusive of duties, fees, tariffs or other governmental charges which may be applied to any Order. Such amounts are payable by Customer and will be reimbursed to RevX at its cost if paid by RevX.
- Customer agrees to pay a recurring fee in accordance with the defined service plan and payment method. Such fees are charged in advance for data and application services and in the arrears for actual usage that exceeds a plan’s allotment.
- Deactivated service prior to the end of a billing cycle will result in a usage fee (if applicable) up to the date of deactivation. Any pre-paid fees will be forfeited.
- Services added during the month are pro-rated for the number of days active and billed on the next bill cycle date.
- Services may be or become subject to sales, use, value added, excise or other taxes. Customer agrees to pay such amounts when due.
- PAYMENT TERMS
- Payment for services will be in U.S. Dollars.
- Fees paid are not refundable under any circumstances.
- Past due amounts will be subject to interest at the rate of the lesser of 1.5% per month or the highest rate allowed by applicable law.
- Customer agrees to reimburse RevX for all costs of collection incurred by RevX in connection with the enforcement of this Agreement.
- TERMINATION OR SUSPENSION – this agreement may be terminated or suspended for the following reasons:
- By mutual written agreement of the parties.
- By RevX if Customer fails to pay any fees or other amount as and when due; or its agreement with the network provider expires or terminates for any reason.
- By either party upon 30 days’ prior written notice of a material breach of this Agreement (except in the case of non-payment by Customer, which is addressed in Section 9(c) above), unless the breaching party cures the breach within such 30 day period.
- By either party if the other party (A) makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; (B) is the subject of an involuntary petition in bankruptcy or other insolvency protection that is not dismissed within 60 days after filing thereof; (C) is the subject of the appointment of a receiver for all or any portion of its assets or business, or (D) is unable to pay its debts as they become due.
- DISCLAIMER OF WARRANTIES.
- RevX warrants that it will provide the Services in a professional manner, in keeping with industry standards applicable to the Services. But makes NO representations, warranties, covenants or guarantees relating to:
- network transmission capacity;
- whether data will be transmitted in an uncorrupted form;
- the security of any transaction, communication, facility or service;
- the fault tolerance of the Services or the suitability of same for high risk activities;
- the compatibility of the Services or the facilities (including SIMs/Devices and associated firmware and software) with Company’s use, including Company’s content, data, programs or transmissions; or
- any warranty relating to Devices shall be that of the manufacturer or supplier of such items to Company and/or Subscriber.
- Coverage locator maps depict predicted and approximate wireless coverage. The coverage areas shown do not guarantee service availability and may include locations with limited or no coverage. Even within a coverage area, there are many factors, including customer’s equipment, terrain, proximity to buildings, foliage, and weather that may impact service.
- Unless caused by the negligence of RevX, Customer shall indemnify and hold harmless the Underlying Carrier supplying services to RevX, and its officers, employees, and agents against any and all claims, including without limitation claims for libel, slander, infringement of copyright, or 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 access telephone number. This indemnity shall survive the termination of the Agreement.
- EXCLUSION OF LIABILITY FOR PLAN SERVICES
- Customer expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and that customer is not a third-party beneficiary of any agreement between RevX and the underlying carrier. Customer understands and agrees that plan services are subject to and controlled by tariffs, and the laws, rules and regulations of the United States and other governmental authorities which may have jurisdiction. Customer understands that the plan services may be temporarily refused, interrupted, curtailed or limited because of atmospheric, terrain or other natural or artificial conditions or due to modifications, upgrades, relocation and repairs of transmission network. Neither RevX or the network service provider shall be responsible for such interruptions not the inability to use the plan services within or outside any territory. The network provider cannot guarantee the security or network transmissions and will not be liable for any lack of security related to the use of the provider network. Customer acknowledges and agrees that the underlying carrier and its affiliates and contractors shall have no legal, equitable or other liability of any kind to customer and customer hereby waives any and all claims or demands therefore.
- LIMITATIONS ON LIABLITY
- IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, FOR ANY AMOUNTS REPRESENTING THEIR RESPECTIVE LOSS OF PROFITS; LOSS OF BUSINESS; INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES (EVEN IF PREVIOUSLY APPRISED OF THE POSSIBILITY THEREOF) ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR RELATED TO THE USE OF ANY PRODUCTS OR SERVICES FURNISHED HEREUNDER, WHETHER THE BASIS OF THE LIABILITY IS BREACH
- Each Party confirms and agrees to maintain compliance with all laws and regulations applicable to it in any way related to the Services. Customer agrees to supply to RevX such information regarding the usage of the Plan Services by Customer and any End Users as the wireless network provider may legally require of RevX.
- Customer acknowledges that the Services are subject to U.S. export regulations and may be subject to import regulations of other countries. Customers agrees to fully comply with all such regulations applicable to its use of the Services. Each Party confirms and agrees to maintain compliance with all laws and regulations applicable to it in any way related to the Products or the Agreement, including, without limitation, labor laws and regulations and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act.
- AUTHORIZED DISCLOSURES
- RevX disclosures to the wireless network provider and government authorities of information related to use of the Plan Services by Customer and End Users as legally required of RevX are hereby authorized by Customer.
- GOVERNING LAW AND VENUE
- This Agreement shall be governed by, and construed and enforced in accordance with, the laws of California, without regard to principles of conflicts of law. Jurisdiction of any litigation with respect to this Agreement shall be in California, with venue in a state or federal court of competent jurisdiction located within the geographic boundaries of Orange County, California.
- Customer waives their right to a Trial by Jury for any dispute arising under or related to this Agreement.
- All claims arising under this Agreement must be commenced within one year of termination or expiration of this Agreement or when the claim arose, whichever is shorter.
- Any notice or other communication required or permitted under this Agreement shall be in writing and shall be given by electronic delivery.
- RevX may make changes in these Terms from time to time by notifying customers via email and posting updated terms on its website.
- Parties agree that notices provided to the other related to the Agreement will be valid if sent by email to the authorized address (notwithstanding any failure of the recipient’s email system, spam filters or similar impediments) or regular U.S. mail as set forth in the Agreement or in the account. Emails constitute writings and electronic facsimiles of original signatures constitute written approval for purposes of the Agreement.
This Agreement supersedes all previous agreements between the RevX and the Customer, whether oral or written, regarding subject matter hereof.