ORIGOSAFETY End User Agreement
BY DOWNLOADING, USING, OR ACCESSING ANY ORIGOSAFETY 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
ORIGOSAFETY END USER AGREEMENT (“AGREEMENT”) WITH ORIGOSAFETY, AND ANY OF ITS
AFFILIATED COMPANIES (COLLECTIVELY “ORIGOSAFETY” OR “WE”), ON BEHALF OF YOURSELF,
UNLESS YOU ARE ACTING AND AUTHORIZED TO ACT FOR A COMPANY OR OTHER ORGANIZATION IN
WHICH CASE THE AGREEMENT IS WITH SUCH ORGANIZATION AND ANY REFERENCES TO “YOU”
HEREIN MEANS SUCH ORGANIZATION. IF YOU DO NOT WISH TO AGREE, DO NOT INSTALL, USE,
ACCESS OR RETAIN ANY OF OUR PRODUCTS AND RETURN ANY PRODUCTS YOU HAVE PURCHASED
TO THE SELLER FROM WHICH YOU PURCHASED SUCH PRODUCTS FOR A FULL REFUND OF THE
PURCHASE PRICE.
1. LICENSE. The Products that are the subject of this Agreement are licensed and NOT SOLD. In
consideration for payment of the applicable fees to ORIGOSAFETY, We grant you a limited, revocable, non-
exclusive, non-assignable, non-transferable right to use any software, firmware and intellectual property
(collectively, “software”) embodied in Products solely for your own internal business purposes and solely in
connection with your use of our or other compatible in-vehicle devices, on the condition and so long as you
comply with all terms and conditions of this Agreement. Except as otherwise provided herein, such rights are
non-sublicensable. You may not extract, copy or use the software in connection with any other product or for
use on any other device including any other ORIGOSAFETY device or any third-party device. The Product or
service is in "use" when installed into a vehicle or loaded into temporary memory (i.e., RAM) or installed into
permanent memory (e.g., hard disk, CD-ROM, DVD-ROM, network storage device, or other storage device).
2. PRODUCTS 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 subject to
the terms and conditions in this Agreement. Notwithstanding anything to the contrary herein, and
notwithstanding any reference to the sale of any product to you hereunder, 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 ORIGOSAFETY and our licensors. You shall not remove or attempt to
remove any marks, labels and legends from Products.
3. 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.
4. SOFTWARE/HARDWARE KEY. If the Product requires a software key code or a hardware key, you
acknowledge that the Product will not function without a certain, unique software key code or hardware key. This
software key code or hardware key will be furnished to you by ORIGOSAFETY, and you agree that such
software key code and hardware key is to be used solely with the Product for which it is provided. While
ORIGOSAFETY may (in its sole discretion) provide you with the applicable key prior to receipt from you of the
applicable license fees, you will remain obligated to pay such fees to ORIGOSAFETY.
5. UPDATES AND PATCHES. We shall continuously improve our Products and may, from time to time,
cause software updates to be automatically installed with or without prior notification to you or provide access to
updates through our website. You hereby consent to such automatic installations and agree to use only the
updated version once it has been installed.
6. 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.
7. U.S. GOVERNMENT RESTRICTED RIGHTS. If you are an agency, department, or other entity of the
United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure,
or transfer of the Product, or any related documentation of any kind, including technical data or manuals, is
restricted in accordance with Federal Acquisition Regulation 12.212 (as amended or supplanted) for civilian
agencies and Defense Federal Acquisition Regulation Supplement 227.7202 (as amended or supplanted) for
military agencies. The Product may include commercial computer software and the related documentation is
commercial computer software documentation, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R.
§227.7202 as applicable. The use of the Product and related documentation is further restricted in accordance
with the terms of this Agreement, or any modification hereto. The Contractor/Manufacturer is: ORIGO, 6536
Commonwealth Drive, Roanoke, VA 24018 US.
8. COMPLIANCE. You shall comply with all applicable laws, including export control laws and regulations
of the United States. You shall not export or re-export any Product directly or indirectly in contravention of such
laws and regulations. You further acknowledge that the Products cannot be exported to, or used in, countries
outside of the particular country from where you purchased the Products or to any country embargoed by the
United States.
9. SECURITY. You are solely responsible for your failure to keep all user identifications and passwords
(your “Login Credentials”) secure. If you believe the security of your Login Credentials has been compromised,
or you suspect unauthorized use, you will promptly notify us. We will be entitled to treat all communications,
instructions and transactions as authorized by you if your Login Credentials are used unless you have notified
us of compromise or unauthorized use of your Login Credentials. 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.
10. CONFIDENTIALITY AND DATA TRANSFER. We maintain reasonable technical and organizational
security and data storage policies and measures for facilities within our control, in accordance with the
ORIGOSAFETY Privacy Policy (https://www.origosafety.com/privacy-policy/), as amended by us from time to
time. Data may be stored or transmitted through third party facilities, third party services or common carriers,
including without limitation the internet, in the course of using our Products. You shall not provide third parties
with access to any software and non-public information in and regarding the Products and any other confidential
information that we provide without our prior written consent, except to your own employees, subject to
adequate confidentiality agreements. We will not disclose your Individual Vehicle Data (as defined below) to any
third party except in the following circumstances: (i) to our service providers, who have a need to know in order
to assist us in providing Products to you, and who have all agreed to confidentiality terms and use restrictions
similar to those set forth herein; (ii) with your consent; (iii) to comply with a subpoena, warrant, court order or
other legal requirement (but to the extent practicable and unless prohibited from doing so, we will provide you
notice of the disclosure so that you may seek a protective order or otherwise object to the disclosure); or (iv)
where a company acquires us. For more information, please see the ORIGOSAFETY Privacy Policy.
11. YOUR VEHICLE DATA. We claim no ownership of any vehicle data that you generate and associate
with our devices installed in your particular vehicle(s) (“Individual Vehicle Data”) and which you transmit or
process using our Products. We will process and transmit Individual Vehicle Data to provide, maintain and
improve our Products and perform obligations under this Agreement and applicable law. In furtherance of such
purposes, based on certain non-position data elements in your vehicle database (such a vehicle VIN), from time
to time in certain jurisdictions we may query, on a confidential basis, databases maintained by reputable third
party providers for additional information. To the extent necessary, you hereby provide ORIGOSAFETY with a
non-exclusive, royalty-free, fully paid up and irrevocable license to use Individual Vehicle Data for purposes of
monitoring, improving and updating the Products.
12. AGGREGATED DATA. ORIGOSAFETY compiles, stores and uses aggregated data and system usage
information to monitor and improve the Products and for the creation of new products, in accordance with the
ORIGOSAFETY Privacy Policy. The aggregated data that we use in this manner is no longer associated with a
device and as such is not considered Individual Vehicle Data. ORIGOSAFETY will not attempt to disaggregate
the data or re-associate it with a device without your consent or unless legally compelled to do so or unless
required for safety or troubleshooting purposes.
13. FEEDBACK. 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 us
(whether directly or through a reseller including in the course of utilizing support, maintenance or other services)
may be used by us to modify, enhance, maintain and improve our Products and shall become our exclusive
property without any obligation or payment to you or to any of your customers whatsoever.
14. OUR LIMITED PRODUCT WARRANTY. We warrant that during the Warranty Period each Product
(including beta products obtained through the ORIGOSAFETY beta program, but excluding other test or
demonstration products or product versions) will perform in accordance with the written specifications that we
issue with respect to such Product, subject to the limitations and conditions set forth in our specifications, this
Agreement and any Purchase and Sales Agreement, when used in accordance with our documentation and
specifications. “Warranty Period” means the one year period commencing on the installation or activation date,
whichever is earlier. Provided you properly complete and we receive from you, directly or through an authorized
reseller, a justified written warranty claim and, if applicable, all affected devices (returned at your expense to the
reseller from whom you purchased the devices or as otherwise specified by us), prior to the expiration of the
Warranty Period, we will either repair or replace such device or use commercially reasonable efforts to correct
any material defects in software and services. We reserve the right to replace any device and software with a
more current version or model or refurbished device units in our sole discretion. We also reserve the right to
charge you return shipping and a reasonable service fee if we determine that your warranty claim was not
justified. The remaining Warranty Period for any purchased Products we repair or replace under warranty is
deemed to be the greater of: (a) the actual remaining Warranty Period for the replaced or repaired Product; and
(b) 90 days following the completion of such repair or replacement. To the maximum extent permitted by
applicable law, the foregoing constitutes your sole and exclusive remedy and our sole and exclusive obligation
for any breach of the foregoing warranty.
15. CONDITIONS AND EXCLUSIONS. Warranty claims must be submitted promptly after the date when
you noticed the defect. In order to make a warranty claim, you may be required to prove that the installation did
not cause the defects or failures of the Product, unless the installation was performed by a ORIGOSAFETY-
certified installer. Any products, services or items made or supplied by third parties (including vehicles tracked
with our Products) are not covered by our limited warranty and we are not responsible for malfunctions by or in
such products, services or items. You may need to purchase, license or procure products, software, data or
services from third parties to enable the full use or functionality of our Products. You are responsible for
ensuring that all such third party products, software, data or services meet our minimum requirements, including
without limitation, processing speed, memory, client software, internet access, internet or other communication
channel bandwidth.
16. INSTALLATION WARNING. Certain vehicles or installation configurations may require professional
installation, additional equipment or modifications to your vehicles. Prior to installing our Products you should
carefully review the relevant product documentation. If you are uncertain that you have the requisite skills and
understanding to install our Products, you must consult with an authorized ORIGOSAFETY reseller or installer.
Improper installation can lead to short circuits and the risk of fire, leading to personal injury or significant
damage to your vehicle. Installation or servicing may also require modifications to your vehicle. Failure to
comply with procedures specified in the installation instructions for a Product, or attempting to install our
Products without adequate knowledge of our Products, proper installation, configuration, servicing, repair or
removal procedures, or your vehicle, may result in damage to the Product or your vehicle, which may cause
malfunctions of vehicle controls or vehicular environmental systems and result in personal injury. You
understand that any such activities not performed by an authorized ORIGOSAFETY reseller or installer will be at
your sole risk. You also agree to comply with any safety-related instructions communicated to you by
ORIGOSAFETY, including removing the Product from your vehicle if ORIGOSAFETY determines your vehicle is
not suitable for the use of the Products. You hereby release and forever discharge, and will indemnify and hold
harmless, us, our affiliates, resellers and agents and their directors, officers, employees and representatives
from any and all losses, actions, causes of action, liability, claims, demands, penalties, costs, expenses
(including legal fees and disbursements on a full indemnity basis), judgments and damages of any nature or
kind whatsoever, whether under contract, tort, or any other theory of law or equity, which you or any other third
party has or will have, arising or accruing from, as a result of, in relation to, or in connection with, same.
17. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORIGOSAFETY DISCLAIMS 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. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, WE CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT: (A) ANY OF
THE PRODUCTS WILL MEET YOUR BUSINESS OR OTHER REQUIREMENTS; (B) THE PRODUCTS WILL
OPERATE OR BE PROVIDED WITHOUT INTERRUPTION; (C) THE PRODUCTS WILL BE ERROR-FREE,
VIRUS-FREE OR THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE, RELIABLE OR
CURRENT (D) ANY ERRORS IN THE PRODUCTS CAN BE CORRECTED OR FOUND IN ORDER TO BE
CORRECTED. MOREOVER, WITHOUT LIMITING THE GENERALITY OF SECTION 13 (CONDITIONS AND
EXCLUSIONS) WE DO NOT ENDORSE, AND MAKE NO REPRESENTATION, OR WARRANTY WITH
RESPECT TO, AND ASSUME NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR, ANY NON-
ORIGOSAFETY PRODUCTS, SOFTWARE, DATA OR SERVICES INCLUDING BUT NOT LIMITED TO
WIRELESS SERVICES, MAPPING SERVICES, POSTED ROAD SPEED SERVICES, INTERNET
BANDWIDTH AND CLOUD STORAGE.
18. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
(a) We will, at our sole cost and expense, defend and indemnify or, at our option, settle, any claim, assertion or
action brought against you or your affiliates, successors or assigns to the extent that it is based on a claim (an
“Infringement Claim”) that any of our Products which we have supplied to you directly or through an authorized
reseller infringes any copyright, patent, trade secret or trademark of any third party (excluding any of your
affiliates) and indemnify you against damages awarded against you by a court of competent jurisdiction by final
order from which no appeal is taken or after the time for appealing has expired, provided that you: (i) notify us
promptly and within no more than ten (10) days after your receipt of notice of such claim in writing; and (ii)
permit us to defend, compromise or settle the claim or action and provide all available information, assistance
and authority to enable us to do so. We shall not be liable to reimburse you for any compromise or settlement
made by you without our prior written consent, or for any legal fees or expenses incurred by you in connection
with such claim.
(b) Should any of our Products or any part thereof become, or in our sole opinion are likely to become, the
subject of an Infringement Claim, we may, at our option and expense: (i) procure, at no cost to you, the right to
continue to use such Products which are the subject of the Infringement Claim; (ii) replace or modify the
Products or infringing part thereof with non-infringing equivalents, at no cost to you; or (iii) if none of the
foregoing alternatives are reasonably practical in our sole judgement, we may: (A) in the case of software or
services, terminate such services or the licenses for such software and refund or issue a credit for any prepaid
but unused fees for such software or services paid to us, if any; and/or (B) in the case of our devices, require
you to return such devices and refund or issue a credit for the purchase price paid to us for the devices
returned, depreciated on a straight-line basis over a 36 month period from the date of purchase.
(c) We have no obligation or liability whatsoever in respect of any Infringement Claim that is based on any of the
following (collectively, the “Excluded Claims”): (i) in the case of any software, the use of other than the latest
release and version of such software resulting from your interference with or disabling of the automatic software
update process; (ii) the use of any Products in breach of this Agreement; (iii) non- ORIGOSAFETY products,
software, data or services, (iv) the use, association or combination of any of our Products with, or the
incorporation or integration into our Products of, any non- ORIGOSAFETY product, software, service, data,
information or other material (including your own) that is not supplied by us or expressly identified by us in our
written specifications or documentation as being required for the use and operation of our Products; (v) the use
or operation of any of our Products, in any manner or for any purpose other than as expressly specified in our
documentation for same; (vi) any modification, alteration, change, enhancement, customization or derivative
work of the Products made by anyone other than us or our agents; (vii) changes we make to Products to comply
with your instructions or specifications; (viii) your use or alleged misuse of data you collect through the operation
of our products; (ix) for user-based vehicle insurance purposes, the use of the Products in association with
driving, driver or vehicle activity or performance; or (x) any reselling or distribution of our Products. This Section
states our entire liability and your sole and exclusive remedies with respect to any Infringement Claim.
19. INDEMNIFICATION. UNLESS PROHIBITED BY APPLICABLE LAW, YOU SHALL INDEMNIFY AND
HOLD HARMLESS ORIGOSAFETY, ITS AGENTS, SUPPLIERS, LICENSORS, SERVICE PROVIDERS,
DISTRIBUTORS, SUB-DISTRIBUTORS, CONTRACTORS, SUCCESSORS OR ASSIGNS, AND 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
ARISING OUT OF OR INCIDENT TO: (A) YOUR ACTIONS OR FAILURE TO ACT UNDER OR RELATED TO
THIS AGREEMENT; OR (B) YOUR BREACH OF ANY THIRD PARTY TERMS INCORPORATED HEREIN BY
REFERENCE.
20. LIMITATIONS 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. NOTWITHSTANDING
ANY OTHER PROVISION IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS,
LOSS OF DATA, BUSINESS INFORMATION OR LOSS OF USE THEREOF, FAILURE TO REALIZE
EXPECTED PROFITS OR SAVINGS, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF
GOODWILL OR ANY OTHER NON-DIRECT, PECUNIARY, COMMERCIAL OR ECONOMIC LOSS OR
DAMAGE OF ANY KIND WHETHER FORESEEN OR UNFORESEEN ARISING FROM OR INCIDENTAL TO
THIS AGREEMENT. FOR GREATER CERTAINTY, THE FOREGOING LIMITATIONS AND EXCLUSIONS OF
LIABILITY SHALL NOT APPLY TO (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER;
OR (B) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY
RIGHTS.
21. APPLICABILITY. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT WILL
APPLY IRRESPECTIVE OF THE NATURE OR FORM OF THE CLAIM, CAUSE OF ACTION, DEMAND, OR
ACTION, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY AND SHALL APPLY
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY
REMEDY CONTAINED HEREIN.
22. TERMINATION. We reserve the right to terminate this Agreement in whole or in part with or without
notice if: (a) you materially breach or otherwise materially fail to comply with any provision of this Agreement; (b)
we determine that any registration information you submit or any update thereof is not true, accurate,
misleading, complete or current; (c) you become insolvent or bankrupt; (d) you reorganize your business, make
an assignment under or otherwise take advantage as a debtor of, bankruptcy or insolvency laws, including
having a trustee or receiver appointed; (e) any steps are taken to wind up or otherwise terminate your existence
as a legal entity; (f) you cease operating your business, or (g) you engage in any unlawful acts using the
Product. You may terminate the grant of rights to use the software or the provision of services by ceasing use of
same. Upon any termination of this Agreement: (i) any and all rights granted to you under this Agreement shall
immediately cease; (ii) you shall destroy, to the extent practicable, all copies of the software in your possession
or control; (iii) if so requested by us, you shall certify in writing that all such copies of the software in your
possession or control have been destroyed; and (iv) you shall cease all usage of the services. Upon request we
will transmit to you a copy of data stored on our systems as of the date of termination, and we may condition this
assistance on payment of reasonable fees and cost reimbursements, based on the size of the database and
complexity of the task.
23. ASSIGNMENT. This Agreement and any rights granted to you under this Agreement may not be
transferred or assigned by you, in whole or in part, whether voluntarily, by operation of law, or otherwise, without
our prior written consent and any such attempted assignment or transfer shall be null and void, except that you
may assign this Agreement in its entirety to a purchaser of all or substantially all of your assets or business or in
connection with a merger, amalgamation, reorganization or similar transaction without consent and upon written
notice to us. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the
respective successors and permitted assigns of you and us. This Agreement may be assigned or novated by us
in our sole discretion by way of written notice to you.
24. AFFILIATED COMPANIES. ORIGOSAFETY is part of ORIGO and Origo Corporation.
25. NO GUARANTEE OF CONTINUED AVAILABILITY. ORIGOSAFETY may provide access to certain
Products, services and application software based, in part, on licenses from third parties. ORIGOSAFETY does
not guarantee that any of its application software will be available for any period or on a continuing basis. Third
party licensors may revoke the licenses to ORIGOSAFETY at any time, which could preclude certain Products,
services, application software or other information from being available in the future.
26. CHOICE OF LAW. This Agreement is governed by the laws of the Commonwealth of Virginia.
27. RELATED THIRD PARTY PROVIDER TERMS. Our related third party providers may require us to
obtain your agreement to certain terms and conditions prescribed by them. These third party terms are hereby
incorporated by reference into and form part of this Agreement and contain license and use limitations;
limitations of liability; disclaimers; choice of law, arbitration and forum selection clauses; and other important
terms and conditions that affect your rights and obligations. ORIGOSAFETY accepts no responsibility or liability
for the services of such providers. By signifying your agreement to this ORIGOSAFETY End User Agreement
you are also signifying your agreement to these third party terms.
28. ENTIRE AGREEMENT. This Agreement constitutes the entire and exclusive agreement between you
and us with respect to the subject matter of this Agreement and cancels and supersedes any prior and
contemporaneous understandings and agreements between the parties hereto with respect thereto. There are
no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or
statutory, between you and us, oral or written other than as expressly set forth in this Agreement and any terms
expressly incorporated herein by reference. The headings in this Agreement are for convenience of reference
only and do not affect the construction or interpretation of this Agreement.
29. SEVERABILITY. To the extent that any provision of this Agreement is declared by a court or other lawful
authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and
deleted or limited so as to give effect to the intent of the parties insofar as possible and you and we will use our
respective best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or
unenforceable provision, and the remainder of this Agreement shall continue in full force and effect with respect
to all other provisions.
30. AMENDMENTS AND WAIVERS. You agree that we may change the terms of this Agreement from time
to time by notifying you via our website, email or other means. You agree to accept, and you hereby accept, any
changes in Third Party Terms and other terms of this Agreement, unless the changes impose commercially
unreasonable disadvantages on you. If a change imposes commercially unreasonable disadvantages on you
and we receive a written objection from you within 30 days of the date when you received notice or you should
have noticed the change, we may, at our sole option and discretion, (a) reverse such change with the effect that
the immediately prior version of this Agreement shall continue to apply to you, or (b) terminate this Agreement
and your use of the Products and refund to you, upon receipt of all devices, documentation and deliverables, in
good working condition, subject to ordinary wear and tear, in your possession (aa) the amount paid to us for any
devices and software, depreciated on a 36 months straight line basis, accounting for your use, and (bb) any
prepaid services fees paid to us for time periods after the effective date of the change to which you objected in
accordance with this Agreement. No modification, amendment, addition to or waiver of any rights, obligations or
defaults shall be effective unless in writing and signed by the party against whom the same is sought to be
enforced. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation
or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay
or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to
constitute a waiver of such right or any other rights hereunder.
31. FORCE MAJEURE. Each party shall be relieved of their respective obligations hereunder and will not
be liable to the other or to any third party if the affected party is unable or fails to perform any of its obligations
under this Agreement, as a result of any disease, pandemic, fire, explosion, war, riot, strike, walk-out, labor
dispute, flood, shortage of water, power, labor, transportation facilities or necessary materials or supplies,
default or failure of carriers, breakdown in or the loss of production or anticipated production from plant or
equipment, act of God or public enemy, act of war or terrorism, any law, act or order of any court, board,
government, state-sponsored actor or other authority, or any other cause (whether or not of the same character
as the foregoing) beyond the affected party’s reasonable control, for so long as such cause prevents the
affected party from so performing, provided however that the other party may terminate this Agreement if the
affected party is unable to perform its obligations for a period of 30 days or more, upon written notice to the
other during the time the affected party is prevented from so performing.
GDPR-Specific Data Processing Terms
Unless otherwise specified, any term used below which is defined in the General Data Protection Regulation
2016/679 ("GDPR") shall have the same meaning ascribed to it in the GDPR.
The following GDPR-Specific Data Processing Terms apply to ORIGOSAFETY and you if and to the extent that
you have entered into the End User Agreement with ORIGOSAFETY and the GDPR applies based on its terms;
if the preceding conditions are met, the processing of any personal data of data subjects in the European Union
(“EU”) or in the European Economic Area (“EEA”) that you, as a controller, transfer to us, as a processor, under
the End User Agreement (“Your Personal Data”) are covered by these GDPR-Specific Data Processing Terms
as part of the End User Agreement. If these conditions are not met, these GDPR-Specific Data Processing Terms
do not apply to us and are not a part of the End User Agreement.
You hereby instruct us to process Your Personal Data in accordance with the End User Agreement.
ORIGOSAFETY agrees that it:
a) processes Your Personal Data only on documented instructions from the controller,
including with regard to transfers of Your Personal Data to a third country or an
international organization, unless required to do so by EU or Member State law to which
ORIGOSAFETY is subject; in such a case, ORIGOSAFETY shall inform the controller of
that legal requirement before processing, unless that law prohibits such information on
important grounds of public interest; ORIGOSAFETY shall immediately inform the
controller if, in its opinion, an instruction infringes the GDPR or national data protection
laws in the EU;
b) ensures that persons authorized to process Your Personal Data have committed
themselves to confidentiality or are under an appropriate statutory obligation of
confidentiality;
c) takes all measures required pursuant to Article 32 of the GDPR (security of processing)
in respect of Your Personal Data;
d) respects the conditions referred to in paragraphs 2 and 4 of Article 28 of the GDPR for
engaging another processor in respect of Your Personal Data;
e) taking into account the nature of the processing of Your Personal Data, assists the
controller by appropriate technical and organizational measures, insofar as this is
possible, for the fulfilment of the controller's obligation to respond to requests for
exercising the data subject's rights laid down in Chapter III of the GDPR;
f) assists the controller in ensuring compliance with the obligations pursuant to Articles 32
to 36 of the GDPR (relating to security of personal data) taking into account the nature of
processing of Your Personal Data and the information available to the processor;
g) at the choice of the controller, deletes or returns all of Your Personal Data to the controller
after the end of the provision of services relating to processing, and deletes existing
copies unless EU or Member State law requires storage of the personal data; and
h) makes available to the controller all information necessary to demonstrate compliance
with the obligations laid down in Article 28 of the GDPR and allow for and contribute to
audits, including inspections, conducted by the controller or another auditor mandated by
the controller.
If and to the extent you wish to provide instructions or requests to ORIGOSAFETY that are not included in
ORIGOSAFETY 's regular product pricing, including, without limitation, in the context of audits, inspections or
assistance required to be provided under points (e) and (f), ORIGOSAFETY may condition any additional time,
materials and efforts on your agreement and payment of reasonable fees and cost reimbursements.
ORIGOSAFETY may add, remove and replace processors subject to ORIGOSAFETY 's responsibility for ensuring
that all subprocessors meet the security requirements undertaken by ORIGOSAFETY. ORIGOSAFETY will use
reasonable efforts to provide you with at least 72 hours advance written notice before adding or replacing a
processor. Section 26 (Amendments and Waivers) of the End User Agreement shall apply regarding any
objections or requests for changes. For a list of ORIGOSAFETY 's current processors, please see the
ORIGOSAFETY Privacy Policy(https://www.origosafety.com/privacy-policy/).
