• The rDrive Dealer Activation Portal (“Dealer Portal”) is provided solely for use by dealers who have in effect with Pioneer Electronics (USA) Inc. (“Pioneer”) an Authorized Dealer Agreement and/or Internet Account Agreement (a “Dealer Agreement”) who are further expressly authorized by Pioneer to sell, activate and distribute Pioneer vehicle telematics devices for the rDrive telematics service (“Dealer[s]”).
• By such access or use by you, Dealer accepts and agrees to the following terms and conditions:
1) Authorized Purpose of Dealer Portal Access.
3) Other Restrictions. Dealer will not, and will not allow any other person to, modify the Dealer Portal, rDrive app and service and/or the Devices or any part thereof, analyze it by means of reverse engineering, decompile or disassemble the Dealer Portal, rDrive app and service, and/or the Devices, or make products derived from any of the foregoing.
4) End User Data. DEALER WARRANTS THAT all personally identifiable information, including without limitation names, addresses, telephone numbers, vehicle information, and rDrive account information, collected from or provided by End Users in the course of selling, installing, setting up and activating Devices and rDrive accounts or otherwise in their use of the Dealer Portal, shall be used solely for the Authorized Purpose and not otherwise accessed or used in any way.
The foregoing restrictions do not apply to information that has been collected separately and independently by Dealer as part of its sales, provision of after-sales service, or consent-based marketing to End Users.
5) Confidentiality. Dealer acknowledges and agrees that the Dealer Portal was developed at considerable time and expense by CalAmp and is confidential to and a trade secret of CalAmp and/or its third-party providers. Dealer agrees to maintain the Dealer Portal in strict confidence and not to disclose or provide access thereto to any person.
6) Change or Discontinuance. Pioneer reserves the right to change or discontinue the availability to Dealer of the Dealer Portal, rDrive app and service, and/or Devices or any part thereof at any time without notice.
7) Ownership. Dealer hereby acknowledges that CalAmp and its third-party providers (including Pioneer as applicable) own all rights, title and interest in and to the Dealer Portal and the services provided therein, including, without limitation, to any intellectual property or other proprietary rights which subsist in the Dealer Portal, rDrive app and service, and the Devices.
8) Change in Providers. Pioneer and CalAmp reserve the right to change the provider of Dealer Portal.
9) User Name and Passwords.
9.1 Pioneer will provide Dealer with the necessary Dealer Portal access data, such as account names, user names and passwords. For security reasons, the Dealer must change the issued passwords immediately after having accessed Dealer Portal for the first time and keep the access data confidential.
9.2 Dealer is responsible and liable for all use of the Dealer Portal, including without limitation if an unauthorized user obtains access to such Dealer Portal via the Dealer’s access data, even if the Dealer did not consent to or was unaware of such use, or a Dealer employee or other person or actor uses the Dealer Portal and/or End User data for any purpose other than the Authorized Purpose.
10) SIM cards.
10.1 Devices purchased by Dealer will be equipped with SIM cards, which Dealer shall use and distribute solely in those Devices as delivered to Dealer.
10.3 Any misuse of the SIM card including but not limited to use in any devices other than the Device in which it was delivered by Pioneer is strictly prohibited. The Dealer will be held responsible for charges related to any such unauthorized use.
11) Pioneer and CalAmp’s Data Information Practices.
11.1 Dealer acknowledges that its use of the Dealer Portal requires the gathering, processing, use, storage, and transmission of information necessary to the operation of the rDrive Service.
11.3 Pioneer and CalAmp and those acting on their behalf will obtain, process, store, and transmit information regarding Dealer’s use of the Dealer Portal, including, without limitation, information processed or transmitted by or through the Devices and data generated by the combination and analysis of such information. Pioneer and CalAmp may use such information to provide Dealer with information useful to enhance the rDrive service. Dealer consents to such gathering, processing, use, and disclosure of such information by Pioneer and CalAmp and those acting on their behalf.
11.4 Pioneer may use information gathered through Dealer’s use of the Dealer Portal to improve its products and services, to develop new products and services, and to communicate with Dealer and others regarding new and improved products and services, and Dealer consents to such use.
11.5 Dealer acknowledges that Pioneer, CalAmp, their affiliates, and those acting on their 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 Dealer’s use of the Dealer Portal, and Dealer consents to such disclosure.
11.6 In the event Pioneer or CalAmp intends to gather, use, process, or disclose information obtained from Dealer’s use of the Dealer Portal other than as disclosed in this Article 11, Pioneer or CalAmp will provide prior written notice to Dealer of the intended additional use. Should Dealer not consent to the intended additional use, it may discontinue its use of the Dealer Portal.
11.7 Dealer will comply with laws and regulations relating to the gathering, use, security, and disclosure of information gathered as a result of Dealer’s use of the Dealer Portal.
12) Warranty Disclaimer.
Pioneer and CalAmp do not and cannot warrant that the Dealer Portal will operate error-free. To the maximum extent allowed by applicable law, Pioneer, CalAmp and their suppliers provide the Dealer Portal “AS IS AND WITH ALL FAULTS”, and hereby disclaim all 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 Dealer Portal, and the provision of or failure to provide support or other services, information, the rDrive service, and related content through the Dealer Portal or otherwise arising out of the use of the Dealer Portal.
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 Dealer Portal, all such warranties are limited in duration to ninety (90) days.