Terms – SmartCharge New York Terms
Terms - SmartCharge New York
PARTICIPANT TERMS AND CONDITIONS
Thank you for your interest in the SmartCharge New York Program (“SmartCharge New York” or the “Program”) that is being offered to you by Consolidated Edison Company of New York, Inc. (“Con Edison”) and Geotab Inc. (“Geotab”). Con Edison and Geotab may also be referred to herein as “we” “our” and “us.” “You” and “your” is a reference to you as a Participant (as defined below). Your participation in SmartCharge New York is expressly conditioned on your acceptance of these Terms and Conditions (“Terms and Conditions” or this “Agreement”). Your participation in the SmartCharge New York, however, is completely voluntary.
PARTICIPANTS IN THE PROGRAM MUST BE AT LEAST 18 YEARS OLD. If you are not at least 18 years old OR you do not agree with any of these Terms and Conditions, including the Privacy Policies and wireless terms linked below, do not participate in the Program.
BY DOWNLOADING, USING, OR ACCESSING ANY OF GEOTAB’s DEVICES, SOFTWARE, SERVICES AND OTHER PRODUCTS, INCLUDING UPDATES AND UPGRADES THEREOF (COLLECTIVELY “PRODUCTS”) YOU CONCLUDE A LEGALLY BINDING AGREEMENT BASED ON THE TERMS OF THIS AGREEMENT WITH GEOTAB ON BEHALF OF YOURSELF. BY PARTICIPATING IN THE PROGRAM YOU CONCLUDE A LEGALLY BINDING AGREEMENT BASED ON THE TERMS OF THIS AGREEMENT WITH GEOTAB AND CON EDISON (AS THE CASE MIGHT BE) ON BEHALF OF YOURSELF.
Geotab and Con Edison reserve the right to modify these Terms and Conditions at any time. Any modifications to these Terms and Conditions will be made available for viewing at the following web address: https://www.smartchargerewards.com/smartchargenewyork/terms/. Please check this page periodically. Your continued participation in the Program after any changes will constitute your acceptance of any modifications to these Terms and Conditions.
Overview of the Program
SmartCharge New York is a Con Edison program. Geotab serves as a program partner of SmartCharge New York pursuant to contract with Con Edison. Geotab is the owner of certain technology and Products associated with administration of SmartCharge New York, which includes the SmartCharge Rewards® name and logo in connection with incentives paid in connection with the Program.
Con Edison has partnered with Geotab to assist with the administration of SmartCharge New York and to provide Con Edison with Products in connection the Program, and, among other things, in order for Con Edison to learn more about Electric Vehicles (EVs) that are being charged in Con Edison’s service territory, to learn more about the EV driving and charging patterns and preferences of EV drivers, and to provide an incentive for EV owners to charge their vehicles during times that are beneficial for Con Edison. If you are accepted to participate in SmartCharge New York, you will either be provided with a Geotab branded ‘GO’ Device or equivalent (“Connected Car Device”) for installation in the on-board diagnostics port or propriety diagnostics connecter of your vehicle, OR prompted to connect your vehicle manufacturer (“OEM”) account] at the discretion of Geotab and Con Edison. Either type will be considered the participant’s “Device” or “Devices” for the purposes of participation in this Program.
By connecting a Device to your SmartCharge Rewards® account, you permit Geotab to access data from that Device for the purpose of your participation in the Program as described below in the Data Collected by the Device; Privacy section.
Each applicant whose application is accepted by Con Edison and who agrees to these Terms and Conditions will be a participant in the Program (each a “Participant” and together the “Participants”). Participants may be eligible to earn cash equivalent rewards known as “SmartCharge Rewards®” for things such as: sharing data, charging at specific times of day, referring a friend or taking a survey. For details about how you can earn SmartCharge Rewards® as currently structured, please see https://www.smartchargerewards.com/smartchargenewyork/. Please check this page periodically for changes to how SmartCharge Rewards® may be earned.
During and after your participation in the Program, you may be asked to participate in follow up surveys, studies, audits, evaluations or verifications conducted by Geotab or Con Edison or their agents or service providers in connection with the Program. While we hope that you choose to participate in these surveys, your participation will be completely voluntary.
Participants will be able to view certain data about their vehicle charging and driving behavior and track SmartCharge Rewards® earned through personal log-in access to the SmartCharge Rewards® portal (the “Portal” or the “SmartCharge Rewards® Portal”). To log into the Portal, Participants must have access to a computer, smartphone, or other mobile device, with Internet access.
Vehicle Manufacturer (“OEM”) Account
To connect your OEM Account to the SmartCharge Rewards® Portal without the need of a physical device provided by Con Edison, you will be asked to input your OEM username and password (“Credentials”) into an interface within your SmartCharge Rewards® account. This information will be used to retrieve an authentication token unique to you. The authentication token will be stored and used to retrieve your vehicle data. The Credentials are not saved within the Portal.
There is no functionality to remotely start a vehicle using the Portal as Credentials are not stored.
OEM authentication tokens can be revoked at any time by changing your OEM password. This will result in access to your vehicle’s data no longer being enabled through the Portal unless and until you provide a new OEM authentication token again. You accept all responsibility for safeguarding your OEM password and abiding by any agreed upon contractual obligations between you and your vehicle manufacturer.
Data Collected by the Device; Privacy
To conduct SmartCharge New York and provide Participants with the products and services outlined in this Agreement, facilitate appropriate customer service, and to enhance and improve the Program as well as Products and services, Geotab will collect information through the Device.
Any Device type will collect at minimum the following information to ensure accurate calculation of charging information:
- About your Charging – Charging start and end date and time, charging power (kW), charging energy (kWh), GPS coordinates.
When possible, a Device may also collect additional information to enhance participant experience, provide additional services to Con Edison related to SmartCharge New York, and to enhance and improve the Program as well as Products and services. This information may include:
- About your EV – VIN (Vehicle Identification Number), make, model and model year.
- About your driving – basic trip metrics such as duration, start and end time, ambient temperature, energy consumption (gas/diesel and electricity), and GPS. GPS data collected while driving is not stored by the Portal, and is not shared with your utility.
A subset of the collected data outlined above will be used to populate an online dashboard made available for you to view in the SmartCharge Rewards® Portal https://smartchargenewyork.smartchargerewards.com/login so that you can monitor your own vehicle’s charging and driving.
For further details on the data collected by Device type, please refer to the program Frequently Asked Questions page https://www.smartchargerewards.com/smartchargenewyork/faq/.
Geotab as a program partner of SmartCharge New York will have access to all of the collected data under this Agreement related to the Program. Con Edison will have access to some, and possibly all, of this data, depending upon what data Con Edison deems pertinent to the goal of advancing the objectives of SmartCharge New York.
Data that is collected through a Connected Car Device will be erased from the device once the data is transferred to Geotab. The data collected by the Device is encrypted when transmitted to Geotab servers. Data will also be encrypted when Geotab sends it to Con Edison.
In addition to the data listed above, Con Edison and Geotab will collect the information you provide on your SmartCharge New York application and any surveys or other evaluations that you choose to complete and submit during your participation in the Program.
Collected information that is transferred to Geotab and Con Edison will be retained by Geotab and Con Edison for the period necessary to fulfill the service to you and satisfy Con Edison and SmartCharge New York objectives.
Please see the SmartCharge Rewards Privacy Statement available at smartchargerewards.com/privacy. for further information on data collected by Geotab and how it may be used by Geotab. Please also see Con Edison’s Privacy Statement which is available at https://www.coned.com/en/conedison-privacy-statement for further information on how Con Edison collects and may use and share your information, including any of the above-described data and information that Con Edison receives about you in connection with your participation in SmartCharge New York.
Without limiting the terms of the Privacy Policies referenced above, Geotab and Con Edison may use the information obtained about you through your participation in SmartCharge New York, including data collected through the Device provided to you (collectively, “Participant Information”), in order (a) to operate, administer, market, evaluate, analyze, change or improve the Program, the Devices and the SmartCharge Rewards® Portal, and (b) to prepare and present general, aggregated or anonymized results and information about SmartCharge New York to third parties, including governmental entities such as public service commissions. Geotab and Con Edison may also use and publish information regarding your participation in SmartCharge New York, your use of the Device, and your use of the SmartCharge Rewards® Portal as long as the information is presented in an aggregated or anonymized format (i.e., in a manner that does not identify you).
EV OWNER CONSENT TO DATA COLLECTION AND USE
YOU ARE RESPONSIBLE FOR NOTIFYING EVERYONE WHO OWNS OR USES (AS A DRIVER OR A PASSENGER) THE EV IN WHICH A DEVICE HAS BEEN INSTALLED THAT THE INFORMATION DESCRIBED ABOVE WILL BE COLLECTED AND AVAILABLE TO YOU, CON EDISON AND GEOTAB.
BY PARTICIPATING IN SMARTCHARGE NEW YORK, YOU REPRESENT THAT YOU HAVE THE CONSENT OF THE REGISTERED VEHICLE OWNER AND THE USERS OF EACH EV IN WHICH A DEVICE IS INSTALLED TO (A) INSTALL THE DEVICE IN THE EV, AND (B) PERMIT YOU, CON EDISON AND GEOTAB TO VIEW AND USE THE DATA AND INFORMATION COLLECTED BY THE INSTALLED DEVICE, AS MORE PARTICULARLY DESCRIBED IN THE PREVIOUS SECTIONS OF THESE TERMS (I.E., THE DEVICE: HOW IT WORKS; DATA COLLECTED BY THE DEVICE; PRIVACY) AND THE CON EDISON AND SMARTCHARGE REWARDS PRIVACY POLICIES REFERENCED ABOVE.
YOU AGREE NOT TO PARTICIPATE IN THE PROGRAM OR USE ANY DEVICE OR THE SMARTCHARGE REWARDS® PORTAL SERVICE IN ANY WAY THAT IS ILLEGAL, FRAUDULENT OR ABUSIVE, INCLUDING TO HARASS, THREATEN, ABUSE, DEFAME OR SLANDER ANY INDIVIDUAL.
Ownership of Products; Licenses; Protective Measures
All Connected Car Devices used in SmartCharge New York will be purchased by Con Edison and provided to eligible Participants selected for SmartCharge New York. Con Edison will provide, free of charge to those who require one, a Connected Car Device for each EV participating in the Program. In addition, for so long as the Program is in effect, Participants continuing to participate in the Program will have access to the SmartCharge Rewards® Portal.
Devices: Connected Car Devices are purchased by Con Edison and are provided free of charge for use only by eligible, selected Participants. You agree not to sell, transfer, or assign Connected Car Devices provided to you in connection with the Program or the SmartCharge Rewards® Portal access rights provided. Any OEM account utilized by a Participant will remain solely owned by such Participant.
License: Geotab grants you a limited, revocable, non-exclusive right to use any software, firmware and intellectual property (collectively, “software”) embodied in Products solely in connection with your participation in the Program, on the condition and so long as you comply with all terms and conditions of this Agreement. Except as otherwise provided in this Agreement, such rights are non-assignable, non-transferable, and non-sublicensable. You may not extract, copy, or use the software in connection with any other product or for use on any other device.
Product Ownership: The Products are protected by copyright and other intellectual property rights. Software and services are not sold, but only licensed or made available on a limited basis. Notwithstanding anything to the contrary herein, and notwithstanding any reference to the sale or provision of any product to you in this Agreement, except for the rights expressly granted to you under this Agreement, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Products and any copies thereof (regardless of the form or media upon which such copies are recorded) are and shall remain exclusively owned by Geotab or its licensors. You shall not remove or attempt to remove any marks, labels, and legends from Products.
Protective Measures: Products may contain technological measures (including the ability to disable the Products) designed to prevent the illegal usage of software or other violations of this Agreement or applicable law. You agree not to circumvent or attempt to circumvent such measures. Without limiting the foregoing, you agree not to tamper with, disable or damage the Connected Car Device that is provided to you in connection with the Program. Any failure to comply with these obligations will be at your sole risk for any damage that may result including damage to the Device or your EV or injury to any person.
Restrictions: To the fullest extent permissible under applicable law, you agree not to: (a) disclose, transfer or transmit in any manner any services, software or other copyrightable or licensed elements of Products whether temporarily or permanently; (b) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any software elements of Products; (c) use Products in a manner that violates laws or rights of others; (d) use the Products as part of a fail-safe design for dangerous or emergency applications or as part of control measures required for hazardous materials, life support systems, munitions or weapons; (e) engage in any activity that interferes or disrupts services or any computer, software, network or other device used to provide the services; or (f) attempt, or cause, permit or encourage any other person to do any of the foregoing.
Consent to Automatic Installation: Geotab continuously improves its Products and may, from time to time, cause software updates to be automatically installed on your Connected Car Device with or without prior notification to you or provide access to updates through its website. You hereby consent to such automatic installations and agree to use only the updated version once it has been installed.
Ownership of the Data Collected and Suggestions
All personal data of a Participant collected during the Program shall be the property of such Participant. You agree to provide an unrestricted, irrevocable license to Participant Information to the extent required to initiate and manage the Program. All Products or services developed by Geotab, including modifications, enhancements, or changes to its Products are and will remain solely owned by Geotab.
You understand and agree that any feedback, input, suggestions, recommendations, troubleshooting information or other similar information that you provide or which is made available to either Geotab or Con Edison (whether directly or indirectly including in the course of utilizing support, maintenance or other services) may be used by Geotab or to modify, enhance, maintain and improve their respective products and/or services and shall become their exclusive property without any obligation or payment to you.
Ownership of SmartCharge Rewards®
SMARTCHARGE REWARDS® DO NOT CONSTITUTE THE PROPERTY OF A PARTICIPANT AND MAY BE FORFEITED AND REVOKED AS SET FORTH IN THESE TERMS. PARTICIPANTS MAY NOT SELL, TRANSFER OR ASSIGN THEIR SMARTCHARGE REWARDS® AND SMARTCHARGE REWARDS® ARE NOT TRANSFERABLE UPON DEATH, AS PART OF A DOMESTIC RELATIONS MATTER OR OTHERWISE BY OPERATION OF LAW.
Who May Participate in SmartCharge Rewards®
Participants in SmartCharge New York eligible to receive SmartCharge Rewards® must own or lease a light-duty battery electric vehicle or plug-in hybrid electric vehicle and meet the eligibility requirements of the Program.
Participants should also have access to a computer, smartphone, or other mobile device, with Internet access.
Participant selection decisions will be made by Geotab and Con Edison in their sole and absolute discretion and all selection decisions are final and binding.
How to Participate in the SmartCharge New York Program
If you wish to participate in SmartCharge New York, you must do the following:
- Complete an application which can be found at https://www.smartchargerewards.com/smartchargenewyork/ (or follow Con Edison instructions). The SmartCharge New York team will review your application to confirm eligibility. If accepted, Geotab will send you a confirmation email which will ask you to create a SmartCharge Rewards® account.
- Connected Car Device(s) must be activated and installed, or OEM Account linked to the Portal, before data can be collected and before a Participant can earn any SmartCharge Rewards®. If you do not activate and/or install the Device(s), you will receive a notice, via email, reminding you to install and activate the Device.
You may be withdrawn from SmartCharge New York if you do not link your OEM Account or install and activate your Connected Car Device within 3 weeks of receipt.
IT IS YOUR RESPONSIBILITY TO MAKE SURE THE EMAIL YOU HAVE PROVIDED US IS ACCURATE, UP-TO-DATE, AND CAN RECEIVE EMAIL MESSAGES RELATED TO THE PROGRAM.
The Device: How it Works
The Connected Car Device is installed by plugging it into the OBD II Port of a battery electric vehicle or plug-in hybrid electric vehicle (or its proprietary diagnostics connector). Participants with an OEM proprietary diagnostic connection will also receive (free of charge) a special adapter that is needed to install the Connected Car Device. Device installation is easy to do. PARTICIPANTS ARE RESPONSIBLE FOR INSTALLATION. If you require any assistance with locating the OBD II Port, OEM proprietary diagnostics connector, or need installation directions, please refer to the installation instructions available at https://www.smartchargerewards.com/smartchargenewyork/support/.
Geotab and Con Edison will not be held responsible for data losses or rewards losses of any type including but not limited software updates to vehicles from the manufacturer and faulty or improperly installed devices. Geotab will make every reasonable attempt to make the SmartCharge Rewards® system compatible with changes made by manufacturers of vehicles on our supported list but cannot guarantee whether compatibility will be possible or timely following a change by the manufacturer.
Withdrawal from the Program; Termination of the Program
Your participation in SmartCharge New York is completely voluntary so you are free to withdraw from the Program at any time. To withdraw from the Program, remove the Connected Car Device (as applicable) from your EV and notify Geotab of your withdrawal at firstname.lastname@example.org. If you connected your OEM account, notify Geotab of your withdrawal request at email@example.com
For each month that you do not charge an EV with a properly installed Device in the Con Edison service territory, you will receive an email inquiring about your continued interest in participating in the Program. If you do not charge an EV with a properly installed Device in the Con Edison service territory for three (3) consecutive months, you may be deemed to have withdrawn from the Program.
Once the Program terminates or a Participant withdraws from, or is deemed withdrawn from, the Program, continued collection of data from the EV(s) in which a Device(s) is installed will stop within 15 business days after termination or withdrawal in order to protect the privacy of Participants.
A Participant (i) who withdraws from the Program voluntarily or is deemed to have withdrawn due to limited charging activity (as described above), or (ii) if the Program is terminated, will continue to have post-termination access to the Portal for ninety (90) days. Once a Participant no longer has access to the Portal, the Participant will no longer be able to view previously recorded data from their EV or SmartCharge Rewards® redemption codes and links.
In addition to the above, Con Edison or Geotab, by sending an email notice to the Participant, reserve the right to immediately terminate the participation in the Program of anyone who engages in any fraudulent activity or actions in violation of these Terms and Conditions. This type of termination will result in a Participant’s immediate loss of access to the Portal and any accumulated SmartCharge Rewards®.
How to Earn SmartCharge Rewards®
During the Program, SmartCharge Rewards® may be earned on a per-vehicle basis by charging at particular times in the Con Edison service territory or engaging in other activities like completing a survey or referring a friend. SmartCharge Rewards® will begin to be earned once the Device is installed and activated, or the OEM account is connected to Geotab’s SmartCharge Rewards® portal and charging data is received from within Con Edison’s service territory. Geotab and Con Edison reserve the right to add, change or remove activities for which SmartCharge Rewards® may be earned and/or the number of SmartCharge Rewards® earned thereby at any time. For more details about how you can earn SmartCharge Rewards®, please see https://www.smartchargerewards.com/smartchargenewyork/. Please check this page periodically for changes to how SmartCharge Rewards® may be earned.
How to Redeem SmartCharge Rewards®
On the 15th day of each month (or the next business day), the SmartCharge Rewards® earned for the previous month will be calculated based on 1,000 SmartCharge Rewards® points equaling $1.00, posted on the portal and automatically paid via PayPal if the participant has a PayPal account linked to their SmartCharge Rewards® account email. The available redemption options may change at any time at the discretion of Geotab and Con Edison. For alternative redemption options, please also see: https://www.smartchargerewards.com/smartchargenewyork/faq/
On the 15th day of each month (or the next business day), Participants will receive an automated email notification to tell them whether they have earned SmartCharge Rewards® during the previous month. If rewards points were not earned during the previous month, then the email notification will remind the participant to charge their vehicle in the Con Edison service territory and to maintain the Device installed in the vehicle, if applicable.
Con Edison and Geotab are not responsible for late, lost, stolen, incomplete, undelivered, illegible, damaged, mutilated, misdirected financials rewards (including the delivery of electronic gift cards) or for returned or undeliverable emails notifying you about your SmartCharge Rewards® balance or for other errors or problems of any kind (including email delivery issues and deletions cause by spam filters that limit email delivery) whether human, mechanical, electronic, network, computer, typographical, printing or otherwise relating to or in connection with the offer, including, without limitation, errors or problems which may occur in connection with the administration of the offer or the processing of request.
Expiration of SmartCharge Rewards®
SmartCharge Rewards® which have been redeemed do not expire except as per terms established by the Program’s financial rewards redemption partners; please review these other terms. Withdrawn participants will have 90 days from the termination date to redeem rewards or they will be lost if contact details are not accurate.
No Transfer of SmartCharge Rewards®; Verification of SmartCharge Rewards®
You cannot combine or transfer SmartCharge Rewards® with other Participants and you cannot transfer or sell SmartCharge Rewards®. Any attempt to combine, transfer or sell SmartCharge Rewards® will result in your disqualification from the Program and forfeiture of all SmartCharge Rewards® earned. If Con Edison or Geotab has reason to believe that you have violated these Terms and Conditions, then your participation in the Program may be terminated and Con Edison or Geotab may in their sole discretion take any other or additional action deemed appropriate.
All SmartCharge Rewards® earned in the Program will be subject to verification by Con Edison and/or Geotab, whose decisions are final and binding. If you believe that you earned SmartCharge Rewards® that were not properly accrued to your account, please contact the Program’s customer service at firstname.lastname@example.org. All decisions by Con Edison and/or Geotab regarding the awarding of SmartCharge Rewards® are final and binding. Earned SmartCharge Rewards® and/or electronic gift cards or codes that are subsequently determined to have been invalid for any reason are subject to forfeiture or return/repayment, as applicable, and, depending on the circumstances, disqualification from the Program.
You are responsible for paying all taxes, if any, associated with your receipt of SmartCharge Rewards® or any other thing of value in connection with the Program.
Participant Information and Security Measures
You are solely responsible for your failure to keep all user identifications and passwords (your “Login Credentials”) secure. You must notify Con Edison and Geotab immediately about any breach of security or unauthorized use of your SmartCharge Rewards® Portal account. If we suspect, in our reasonable opinion, fraudulent or unauthorized activity on your account, we reserve the right to terminate or suspend your access to our website or any applicable services or both and will contact you to advise of this decision.
Neither Con Edison nor Geotab shall be liable for any losses resulting from unauthorized access to or use of the Device, the SmartCharge Rewards® Portal or any other aspect of the Program, and you may be liable to either or both Geotab and Con Edison and/or other parties due to any such unauthorized access or use.
You agree to charge your vehicle in accordance with your manufacturer’s instructions and recommendations.
The Connected Car device contains a SIM card to wirelessly connect and transfer data to Geotab servers to provide the service to Participants. You acknowledge that you understand and agree to wireless terms contained here.
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CON EDISON AND GEOTAB PROVIDE THE PROGRAM, THE CONNECTED CAR DEVICE, THE SMARTCHARGE REWARDS® PORTAL AND ALL SOFTWARE INCORPORATED INTO THE FOREGOING AND ALL SERVICES RELATED TO THE PROGRAM TO YOU ON AN “AS-IS” BASIS, WITH ALL FAULTS, ERRORS AND DEFECTS AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND BY EITHER CON EDISON OR GEOTAB OR ANY OF THEIR SUPPLIERS.
WITHOUT LIMITING THE FOREGOING, CON EDISON AND GEOTAB DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY TERMS, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT OR QUIET POSSESSION AND THOSE ARISING BY STATUTE OR IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
YOU ACKNOWLEDGE THAT SMARTCHARGE NEW YORK IS A CON EDISON PROGRAM AND THAT GEOTAB IS A PROGRAM PARTNER. CON EDISON IS NOT THE PRODUCER OF THE DEVICE, SmartCharge Rewards®, THE PORTAL AND ANY SOFTWARE INCORPORATED INTO THE DEVICE OR THE PORTAL.
NEITHER CON EDISON NOR GEOTAB GUARANTEES ANY SPECIFIC RESULTS FROM THE USE OF THE DEVICES OR PARTICIPATION IN THE PROGRAM. NEITHER CON EDISON NOR GEOTAB MAKES ANY WARRANTY THAT THE SOFTWARE INCORPORATED IN THE DEVICES OR THE SERVICES PROVIDED THROUGH THE SMARTCHARGE REWARDS® PORTAL WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.
YOU AGREE AND ACKNOWLEDGE THAT GEOTAB AND CON EDISON DO NOT GUARANTEE ENERGY COST SAVINGS OR OTHER BENEFITS ARISING FROM THIS PROGRAM.
UNLESS PROHIBITED BY APPLICABLE LAW, YOU SHALL INDEMNIFY AND HOLD HARMLESS CON EDISON, GEOTAB AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS, AND ALL OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACH AN “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, COSTS, LOSSES AND EXPENSES (INCLUDING REASONABLE LEGAL COSTS AND FEES) ARISING FROM OR RELATED TO ANY CLAIM, DEMAND, COMPLAINT OR ACTION BY A THIRD PARTY RELATED TO YOUR OR ANY ADDITIONAL USER’S ACTUAL OR ALLEGED MISUSE OR FRAUDULENT USE OF THE PRODUCTS, INCLUDING THE CONNECTED CAR DEVICE, OEM ACCOUNT, OR THE SMARTCHARGE REWARDS® PORTAL, INCLUDING, WITHOUT LIMITATION, THE INFRINGEMENT OF THE CLAIMING THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, DATA ACCESS RIGHTS OR OTHER RIGHTS, SUCH AS PERSONAL OR PRIVACY RIGHTS.
LIMITATION OF LIABILITY
YOU AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER GEOTAB NOR CON EDISON, NOR ANY OF THEIR PARENTS, SUBSIDIARIES, AFFILIATED ENTITIES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR REPRESENTATIVES, SUCCESSORS OR ASSIGNS OR ANY OF THEM (COLLECTIVELY, THE “PROGRAM OPERATORS”) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS, DAMAGE OR INJURY TO PERSONS OR VEHICLES OR OTHER PROPERTY, IN CONNECTION WITH, ARISING FROM OF OR RELATED TO THE PRODUCTS, THE PROGRAM, THE SMARTCHARGE REWARDS® PORTAL, OR THE INSTALLATION OR USE OF A CONNECTED CAR OR OEM DEVICE IN YOUR VEHICLE, OR THE INTERRUPTION OF POWER TO ANY EQUIPMENT, TO WHICH YOUR VEHICLE IS CONNECTED, EVEN IF A PROGRAM OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION AND WAIVER WILL APPLY REGARDLESS OF THE THEORY OF LIABILITY.
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF ALL INDEMNIFIED PARTIES TO YOU HEREUNDER OR OTHERWISE IN RESPECT OF THE PRODUCTS EXCEED THE AMOUNT YOU HAVE PAID FOR THE PRODUCTS OR SERVICES OR THE RIGHTS TO USE THE SOFTWARE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THE CAUSE OF ACTION AROSE, SUBJECT TO ANY LESSER LIMITATION OF LIABILITY IN ANY TERMS INCORPORATED HEREIN BY REFERENCE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TERMS) IF APPLICABLE.
WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT CON EDISON SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY A DEVICE AND YOU FURTHER AGREE THAT GEOTAB’S LIABILITY FOR ANY DAMAGE CAUSED BY A DEVICE SHALL BE LIMITED TO THE PROPERTY DAMAGE DIRECTLY CAUSED TO THE VEHICLE BY THE DEVICE INSTALLED IN THAT VEHICLE AND IS LIMITED TO A MAXIMUM OF $1,000.
IF A PROGRAM OPERATOR IMPROPERLY DENIES YOU SMARTCHARGE REWARDS® POINTS, THEN YOUR SOLE REMEDY WILL BE THE ALLOCATION OF THE EQUIVALENT AMOUNT OF SMARTCHARGE REWARDS® POINTS.
YOU ALSO AGREE THAT IN NO EVENT SHALL THE PROGRAM OPERATORS BE RESPONSIBLE FOR PROBLEMS, DAMAGES OR LOSSES CAUSED BY YOU, THIRD PARTIES, OR BY AN ACT OF GOD.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
YOU AGREE THAT YOU SHALL NOT INITIATE ANY LAWSUIT OR CLAIM AGAINST A PROGRAM OPERATOR IN CONNECTION WITH, ARISING OUT OF OR RELATED TO THE PROGRAM, INCLUDING, WITHOUT LIMITATION, THE CONNECTED CAR DEVICE, OEM ACCOUNT, THE SMARTCHARGE REWARDS® PORTAL, AND SMARTCHARGE REWARDS® AFTER THE DATE WHICH IS TWO YEARS AFTER YOUR WITHDRAWAL FROM THE PROGRAM OR THE PROGRAM’S TERMINATION, WHICHEVER IS EARLIER.
Without limiting any other provision of these Terms and Conditions, Geotab and Con Edison shall not be in default, and shall not be deemed to be in default, under these Terms and Conditions by reason of delay or the failure or inability to perform its obligations hereunder where the said delay, failure or inability is due solely to any cause which is unavoidable or beyond the reasonable control of Geotab, including without limitation any act of God or other cause which frustrates the performance of this Agreement.
If you are a resident of anywhere in the world and claiming under these Terms and Conditions or the Program and Con Edison is included, or if without a claim against Con Edison and you are a resident of:
(a) the United States of America, then these Terms and Conditions and any disputes related to them or the Program will be governed by and construed under the laws of the State of New York without giving effect to its conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each party claiming under these Terms and Conditions hereby irrevocably attorns and agrees to the exclusive jurisdiction of the courts of the State of New York and the U.S. federal courts located in the City of New York for any claim related to these Terms and Conditions, the Device and/or the Program and agrees not to bring any action, claim, suit or proceeding against the other party, its affiliates or agents (or any officer, director, or employee thereof) other than in such courts; or
(b) anywhere else in the world and Con Edison is not included, then these Terms and Conditions and any disputes related to them or the Program will be governed by and construed under the laws of the Province of Ontario (and the federal laws of Canada applicable therein) without giving effect to its conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each of you and Geotab hereby irrevocably attorns and agrees to the exclusive jurisdiction of the provincial and federal courts of the Province of Ontario for any claim related to this these Terms and Conditions, the Device and/or the Program and agrees not to bring any action, claim, suit or proceeding against the other party, its affiliates or agents (or any officer, director, or employee thereof) other than in such courts.
Con Edison and Geotab are permitted to assign this Agreement, in whole or in part, to any person, at any time, and without notice to you. You may not assign this Agreement.
These Terms and Conditions, including the Privacy Policies and any other documents or policies incorporated by reference into these Terms and Conditions, constitute the entire agreement between you, on the one hand, and Con Edison and Geotab, on the other hand, with respect to the Program and supersedes all prior or other arrangements, understandings, negotiations and discussions, whether oral or written, with respect to such subject matter.
No waiver of any provision of these Terms and Conditions shall be deemed or constitute a waiver of any other provision of or any subsequent breach of these Terms and Conditions. No waiver shall be valid unless made in a writing signed by the party granting the waiver. If any provision in these Terms and Conditions is declared invalid or unenforceable, then such provision shall be severed from the remainder of these Terms and Conditions, which will otherwise remain in full force and effect.
No Third-Party Beneficiaries
These Terms and Conditions are for the benefit of Geotab and Con Edison and their respective successors and assigns with respect to your obligations under these Terms and Conditions and for your benefit with respect to your rights under these Terms and Conditions. There are no other third-party beneficiaries under these Terms and Conditions and these Terms and Conditions will not be deemed to confer upon or give to any other person any claim or other right or remedy.