Terms & Conditions

This is a Terms of Use and Conditions Agreement “Agreement” between the customer (“Subscriber”), authorized reseller distributor (“Distributor”) and XeroIn LLC (“XeroIn”) during the duration of period of use.

Service: Subscriber may purchase the XeroIn GPS tracking software and applications (“Service”) from a Distributor on any XeroIn plans and the Subscriber automatically accepts the Terms of Use and Conditions set forth herein.

XeroIn is the software manufacturer and does not sell the GPS tracking hardware that works in conjunction with the XeroIn proprietary Service. XeroIn provides Service access to its Distributors Subscribers, as long as the vehicle is owned by the Subscriber and all other terms and conditions are met. The Subscriber must have purchased a XeroIn Service and GPS tracking device from Distributor.

Availability: Service is available to the Subscriber on any XeroIn Service plan purchased from Distributor (a) only within the United States, Canada and Mexico. (b) Service is also limited by the type of GPS tracking hardware sold separately by Distributor and can vary depending on the vehicle(s) electrical system design. XeroIn Service may not function with your GPS tracking device if the vehicle(s) battery is discharged or disconnected. The platform may also become inoperative if the vehicle is in an accident where the GPS tracking system or the vehicle electrical system components are damaged. (d) Cellular and/or GPS capabilities used to deliver Service will not be available if satellite signals and/or cell signals are obstructed.

Activation and Use of Service: Orders for activating, reactivating, changing, transferring or terminating Service will be accepted by XeroIn, LLC only from the Subscriber’s Distributor. If required by a specific XeroIn Service plan, Subscriber agrees to initiate and maintain Service with their Distributor for continued use of the Service. Service plans have “Restricted Data Usage” depending on the selected Service plan: (5 minute 500kb, 2 minute 1mb, 1 minute 2mb). XeroIn at its discretion reserves the rights with respect to the terminology of “Restricted Data Usage” to mean “Reasonable Use.” The end user is granted reasonable usage for the term of Service that was purchased not to exceed reasonable and customary usage. If usage exceeds 20 mobile terminated (SMS) messages and/or an overage in the Service plans allowed data usage in a (30) thirty day period, XeroIn reserves the right to monitor and investigate the usage and suspend and/or withdraw the Service from any individual and/or end user on behalf of the Distributor. Subscriber is responsible for ensuring that the vehicle and Distributor’s hardware are properly maintained. Subscriber agrees that Services can be used only by Subscriber or Subscriber’s authorized user and only in relation to the vehicle that is equipped with the Distributor’s GPS tracking device on the XeroIn Service. Subscriber must provide the name of their authorized user or users at the time of activation or through other direct contact with the Distributor or from within the user management section of the Service. XeroIn at its discretion, may limit the number of authorized users allowed for the Subscribers account. Additionally, Subscriber agrees not to use the Service for any unlawful or abusive purpose or in such a way as to create or risk damage to Distributor or XeroIn’s business, reputation, employees, facilities, third parties or to the public generally and in such cases, Subscriber agrees that Distributor or XeroIn in its sole discretion may terminate Service.

Transferability of Service: The Distributors hardware and XeroIn Services may be transferred between vehicles with authorization from Distributor or XeroIn and only if the following conditions are met: Subscriber agrees to have hardware removed from original vehicle and reinstalled in another vehicle only by an authorized dealer or installer approved or recommended by the Distributor or XeroIn. Subscriber agrees to pay all costs due to authorized dealer or installer for transfer of hardware; Subscriber agrees to pay XeroIn or its designated Distributor a transfer fee, which may be waived at XeroIn discretion. Upon the sale of Subscriber’s hardware equipped within the vehicle, Subscriber may transfer any remaining Service term to the subsequent purchaser of Subscriber’s hardware equipped within the vehicle, provided Subscriber delivers notice to XeroIn or its Distributor and the subsequent purchaser completes and executes a XeroIn Service plan Agreement and agrees to abide by its terms and this Agreement. Service may not otherwise be sold or transferred by Subscriber. Subscriber may be charged a transfer fee and/or be required to upgrade to a higher Service plan and will not be entitled to a refund if certain Services are not available on the vehicle to which the Service is being transferred to.

Term/Rates/Termination/Declination of Service:

A. Subscriber is responsible for all hardware charges, installation fees, and Service fees as set forth in this Agreement or Subscriber’s vehicle purchase Agreement and Service will commence on the Service activation or subscription date.

B. Subscriber agrees that the standard term for XeroIn Services is for the term of his or her ownership of the vehicle and as long as all other terms and conditions are met.

C. Subscriber agrees that the standard term for all Service plans is (12) twelve months up to (72) seventy two months depending on the Service plan elected at time of purchase. Service will automatic and perpetual renewal each year on the same payment terms, unless modified or terminated in the manner provided below. XeroIn reserves the right to modify any and all terms including but not limited to rates, Service plan features and benefits, special promotions and other such programs. Unless otherwise provided, charges for a Service plan are payable in advance upon execution of this Agreement.

D. If Service is declined by Subscriber for any reason, or if this Agreement has expired, is terminated or canceled, or if Subscriber’s account is past due, Distributor or XeroIn is not obligated to provide Service to Subscriber, the vehicle, its purchaser or its occupants. Any voluntary provision of Service by XeroIn in such cases will not be considered a waiver of this provision of such voluntary Service. In the event of a declination of Service, the vehicle purchaser (Subscriber) is not entitled to any refund.

E. Subscriber or XeroIn may terminate this Agreement upon delivery of notice, oral or written, at any time and for any reason. If Subscriber or XeroIn terminates Service prior to completion of the fixed term, Subscriber shall be financially responsible to XeroIn or its Distributor for the amount described in paragraph F. Subscriber acknowledges that except as otherwise set forth is not entitled to a refund for the cost of the Distributors equipment and/or the XeroIn Service plan, its installation or any unused portion of the XeroIn Service. XeroIn reserves the right to provide credits and/or refunds to customers who have purchased an annual GPS Service plan; however, the provision of such credits or refunds does not constitute the waiving of any right to unused fees.

F. Subscriber who has purchased a XeroIn Service plan is required to provide XeroIn or its Distributor with current and up-to-date contact information, including telephone, address and user information, throughout the course of the year. Failure to perform this requirement by Subscriber may result in suspension of the Service plan and any related Services.

G. If Subscriber elects to upgrade from XeroIn Service plan or selects Service with greater than the standard term, Subscriber acknowledges that it may be charged a special lower rate (subject to change as provided below) in exchange for Subscriber’s Agreement to subscribe for a fixed term of longer fixed term than provided as the standard term. If Subscriber terminates this Agreement prior to the end of the fixed term or longer fixed term, or XeroIn terminates Service to Subscriber prior to the end of the fixed term or longer fixed term or for nonpayment to other default in Subscriber’s obligations, Subscriber agrees to pay XeroIn or its Distributor. Such amount shall be paid or retained by XeroIn or its Distributor in the case of a prepayment as liquidated damages due to the difficulty of determining the actual damages caused by the early termination of this Agreement.

H. Except as otherwise provided, XeroIn reserves the right to modify the charges for or scope of Services at any time during the term of this Agreement upon (30) thirty day advance notice to Subscriber. Acceptance by XeroIn of advance payments by Subscriber shall not be deemed a waiver of XeroIn or its Distributors right to modify its charges at any time and shall not relieve Subscriber of its obligation to pay such modified charges. In case of any modification of charges, Subscriber shall have the right to terminate this Agreement without payment of any damages, as noted above, by written notice delivered to XeroIn or its Authorized Distributor within (15) fifteen days after such Subscriber is informed of the proposed modification; provided, however, that upon receipt of Subscriber’s election to terminate this Agreement, XeroIn or its Distributor shall have (15) fifteen days to notify Subscriber of its intent not to modify Subscribers charges, in which case this Agreement shall remain in full force and effect and binding to Subscriber for the full term at the charges applicable to Subscriber without effect of the proposed modification.

I. Should Subscriber default in the payment of any sum hereunder, breach any representations herein, fail to perform any of its obligations at the time and in the manner specified in this Agreement or under any other Agreement between XeroIn or its Distributor and Subscriber, or fail to maintain the Distributors hardware without damage or interference with XeroIn or its Distributors business or call center, or should Subscriber be subject of any proceeding under the Bankruptcy Code or become insolvent, XeroIn and/or its Distributor shall have the right to discontinue Service at any time without notice and/or terminate this Agreement. In either case, Subscriber shall remain liable for the payment of all charges incurred under this Agreement through the date of termination, which shall be immediately due and payable. Further, Subscriber may be subject to reactivation charges if Service is subsequently recommenced. These remedies are not exclusive, but are in addition to all remedies provided by law in the event of Subscriber’s default. Subscriber will reimburse XeroIn or its Distributor for any attorney’s fees, costs of investigation or collector and similar expenses incurred by XeroIn or its Distributor in the enforcement of any right or privilege hereunder.

Renewals, Extensions, Suspensions, Downgrades and Upgrades:

A. This Agreement shall continue for the standard term of the Service selected, unless otherwise mutually agreed to by Subscriber, Distributor and XeroIn.

B. Unless otherwise agreed, Subscriber may upgrade or downgrade to a different Service, renew or extend the term of this Agreement by providing oral or written notice to XeroIn or its Distributor if option is available. Subscriber may downgrade Service during the standard terms, but Subscriber is not entitled to a refund. In the case of frequent changes (more than one every three months), an administrative charge may be assessed. In all such cases, Subscriber consents to XeroIn or its Distributor charging any additional fees to Subscriber’s credit card, Subscriber’s credit card account on file, bank checking account on file or any other account provided to XeroIn or its Distributor for payment of fees.

C. Where XeroIn’s Service plan services are provided, suspension of Service is not permitted during the standard terms, provided Subscriber complies with all requirements outlined herein. Otherwise, Service may be suspended once during a (12) twelve month period, for a time period not to exceed six (6) months. Subscriber may be charged an administrative fee for suspension of Service. In such cases, Subscriber consents to XeroIn and/or its Distributor to charge the Subscriber’s credit card, Subscriber’s credit card account on file, bank checking account on file or any other account provided to XeroIn and/or its Distributor for payment of fees.

Billing and Payment of Charges: Subscriber is responsible for payment of all charges for Services furnished by emergency or other Service providers, including ambulance, medical, hospitalization, police, security or other Services. Subscriber is also responsible for payment of all charges for Services provided by roadside assistance suppliers, including towing and other assistance, that are over and above those offered in Subscriber’s Service at time of request. Subscriber shall be responsible for payment of all charges related to merchandise purchased from XeroIn and/or its Distributor or, in the event of cancellation of Service, for promotional merchandise received from XeroIn and/or its Distributor. Subscriber is responsible for cellular telephone charges relating to emergency Services provided by XeroIn and/or its Distributor on behalf of Subscriber, together with usage charges, if any, for all calls to the XeroIn and/or its Distributor call center processed with respect to Subscriber’s vehicle. Monthly billing or other usage charges for XeroIn and/or its Distributor Services selected by Subscriber are calculated from the beginning of the month, with charges prorated (if necessary). If a Subscriber has authorized charges to be made against a credit card account, XeroIn and/or its Distributor will charge amounts due to the credit card account prior to the due date. No additional notice to, consent, or authorization of Subscriber shall be required for such charge. If Subscriber has not authorized charges to be made to a credit card account, or if charges made to the credit card account are not paid, payment must be received on or before the due date. Subscriber agrees that (a) time is of the essence, (b) it would be impractical to fix the exact amount of XeroIn and/or its Distributor damages if Subscriber fails to pay promptly, and (c) in the event of such failure, Subscriber shall pay XeroIn and/or its Distributor (5%) five percent or (1.8%) per month of any amount not paid when due, which fee shall be paid for every month the amount is unpaid and shall be prorated on a daily basis for each day that payment is overdue, provided such charge is permitted according to any applicable law and further provided such charges will not be compounded monthly. Acceptance by XeroIn and/or its Distributor of checks or drafts shall not constitute a waiver of XeroIn’s right to payment by legal tender, and acceptance of late or partial payments or payments marked paid in full or similar notations shall not waive any rights of XeroIn and/or its Distributor hereunder. Subscriber may, at the option of XeroIn and/or its Distributor, be charged a returned check fee of $35.00 for any check returned for insufficient funds. Inquiries about or objections charges must be in writing and must be received by XeroIn and/or its Distributor from Subscriber no later than the due date; PROVIDED, however, all amounts due to XeroIn and/or its Distributor, including disputed amounts, must be paid to XeroIn and/or its Distributor on or before the due date. XeroIn and/or its Distributor will make good faith efforts to resolve disputes in accordance with XeroIn and/or its Distributor procedure.

Sales Taxes, etc: In addition to the costs of Services provided under this Agreement, Subscriber shall pay any applicable sales, use, public utility gross receipts of other taxes, interconnect costs, fees or charges imposed on XeroIn. and/or its Distributor as a result of the purchase of the Distributor hardware or providing XeroIn Services to the Subscriber. Such taxes will be added to Subscriber’s bill when imposed to require by law and any such taxes, fees or charges paid by XeroIn and/or its Distributor will be reimbursed by Subscriber.

Product Warranty and Availability: Any warranty for the GPS tracking hardware shall run directly from Distributor and any warranty for the Service shall run directly from XeroIn to the Subscriber, and pursuant to the warranty, the Subscriber shall return any defective products to the Distributors Company. The Distributor shall promptly contact XeroIn’s support department upon receipt of any returned product. XEROIN AND/OR ITS DISTRIBUTORS LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE OF THE PRODUCTS OR SERVICES SHALL BE LIMITED TO THE AMOUNT PAID BY THE DISTRIBUTOR FOR THE PRODUCT. IN NO EVENT SHALL XEROIN BE LIABLE FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS. IN NO EVENT SHALL XEROIN BE LIABLE TO ITS DISTRIBUTORS OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED ON ANY THEORY OF LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRCUMSTANCE SHALL XEROIN BE RESPONSIBLE TO ITS AUTHORIZED DISTRIBUTORS OR ANY OTHER PARTY FOR ITS FAILURE TO FILL ACCEPTED ORDERS, OR FOR ITS DELAY IN FILING ACCEPTED ORDERS, WHEN SUCH FAILURE OR DELAY IS DUE TO ANY CAUSE BEYOND XEROIN’S REASONABLE CONTROL.

Limitation of Liability: NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NONPERFORMANCE HEREUNDER BY XEROIN AND ITS DISTRIBUTORS, ITS SUPPLIERS, AND/OR THE WIRELESS DATA CARRIER SHALL BE EXCUSED IF CAUSED BY ACT OR OMISSION OF A THIRD PARTY SERVICE PROVIDER, EMERGENCY SERVICES PROVIDER, EQUIPMENT FAILURE, ACTS OF GOD, STRIKES, EQUIPMENT OR FACILITY SHORTAGE, OR OTHER CAUSES BEYOND WIRELESS DATA CARRIER’S AND/OR XEROIN AND/OR ITS DISTRIBUTORS CONTROL. IN ADDITION THE LIABILITY OF A WIRELESS DATA CARRIER AND/OR XEROIN, ITS DISTRIBUTORS, ITS SUPPLIERS, FOR ANY MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR, DEFECT OR OTHER FAILURE IN THE SERVICE FURNISHED SHALL IN NO EVENT EXCEED THE AMOUNT OF THE PRORATED MONTHLY CHARGES TO SUBSCRIBER FOR SAID SERVICE DURING THE PERIOD SO AFFECTED, PROVIDED THAT NO LIABILITY SHALL RESULT FOR OUTAGES OF 36 HOURS OR LESS IN NO EVENT SHALL, XEROIN AND ITS DISTRIBUTORS OR THE WIRELESS DATA CARRIER BE LIABLE TO SUBSCRIBER, SUBSCRIBER’S EMPLOYEES, OR SUBSCRIBER’S CUSTOMERS OR ANY THIRD PARTY FOR ANY COST, DELAY OR INCIDENTAL, GENERAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE SERVICES PROVIDED UNDER THIS AGREEMENT. XEROIN AND/OR ITS DISTRIBUTORS SHALL NOT BE LIABLE TO SUBSCRIBER, ITS EMPLOYEES, DEALERS, CUSTOMERS OR ANY THIRD PARTY FOR INJURIES TO PERSONS OR PROPERTY ARISING FROM SUBSCRIBERS USE OF DISTRIBUTORS HARDWARE OR THE XEROIN SERVICE OR THE INSTALLATION, REPAIR OR MAINTENANCE OF THE DISTRIBUTORS HARDWARE BY OTHER THAN AN AUTHORIZED XEROIN AND/OR AUTHORIZED DISTRIBUTORS INSTALLER. SUBSCRIBER AGREES TO INDEMNIFY AND HOLD HARMLESS THE WIRELESS DATA CARRIER, XEROIN AND ITS DISTRIBUTORS, ITS SUPPLIERS AND DEALERS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES AND AFFILIATES FROM AND AGAINST ANY AND ALL COSTS, EXPENSES, ACTS, ACTIONS OR CLAIMS, ARISING OUT OF OR IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT. WHETHER BROUGHT BY SUBSCRIBER OR SUBSCRIBERS EMPLOYEES OR THIRD PARTIES, EVEN IF OCCASIONED BY THE SOLE NEGLIGENCE OF XEROIN AND/OR ITS AUTHORIZED DISTRIBUTORS, DEALERS OR THE WIRELESS DATA CARRIER. IN THE EVENT SUBSCRIBER HAS AUTHORIZED XEROIN AND/OR ITS DISTRIBUTOR TO CHARGE AMOUNTS DUE AGAINST ITS CREDIT CARD ACCOUNT, THE INDEMNIFICATION AND HOLD HARMLESS AGREEMENTS CONTAINED IN THIS PARAGRAPH SHALL EXTEND TO CLAIMS EXPENSES, LIABILITIES OR DAMAGES ARISING IN CONNECTION WITH USE OR OWNERSHIP OF THE CREDIT CARD ACCOUNT OR FORM ISSUER’S REFUSAL TO PAY AMOUNTS CHARGED TO SUCH CREDIT CARD ACCOUNT SUBSCRIBER FURTHER AGREES TO PAY XEROIN AND/OR ITS DISTRIBUTORS AND/OR THE WIRELESS DATA CARRIER’S REASONABLE ATTORNEYS’ FEES AND COSTS (1) ARISING FROM ANY ACTIONS OR CLAIMS FOR WHICH THIS PARAGRAPH PROVIDES THE XEROIN AND ITS DISTIRUBUTOR INDEMNIFICATION, OR (2) INCURRED IN CONTESTING THE APPLICABILITY OF THIS PARAGRAPH.

Vehicle Tracking and Privacy on your XeroIn Service plan and the Distributors GPS tracking hardware or XeroIn and/or Distributors mobile apps: Subscriber understands and agrees that in conjunction with employee training, quality control and the provision of Service, XeroIn may monitor and/or electronically record conversations. Subscriber consents to XeroIn and its Distributors using Subscriber information to administer subscription Services, offer new products or Services, respond to regulatory and legal requirements including credit reporting and fraud prevention, and electronically tracking Subscriber’s Distributors hardware within the vehicle in conjunction with providing Services or to locate Subscriber’s vehicle if Subscriber is in default of this Agreement or any finance or lease agreement. Subscriber consents to XeroIn and/or its Distributor providing Subscriber information and location to law enforcement and/or emergency Services personnel or in response to a subpoena or other such legal process by local State and Federal Government within the United States and Canada. Subscriber understands that their vehicle is equipped with a Distributors hardware (“Device”). The Device includes a global positioning system (“GPS”) electronic unit that will be used for vehicle alert notifications and assist with vehicle theft recovery. The XeroIn Service does not share any vehicle location data with any other parties. No parties, other than the Subscriber will have access to the Device nor its location information, unless required to do so by law, or in the event of theft recovery on behalf of the purchaser and/or technical support by Xeroin or its Distributors.

Username and Password: Subscriber acknowledges that he/she accepts full responsibility for the use and protection of the Subscribers XeroIn Service Username and Password. Subscriber may change his/her Username and Password at any time by contacting XeroIn and/or Distributors support department or by within the Service. However, Subscriber accepts full responsibility for all XeroIn Services provided in conjunction with the use of the XeroIn Username and Password by Subscriber or third parties with whom Subscriber has made Username and Password available.

No Agency Created: This Agreement does not in any way create the relationship of principal and Distributor, joint venture, partner, or employer and employee between XeroIn and Subscriber and under no circumstances shall Subscriber hold itself out to be or in any way be considered an Distributor of XeroIn.

Assignment: XeroIn may assign in whole or in part, its right or duties under this Agreement, without notice to Subscriber, and upon such assignment XeroIn shall be released from all liability hereunder. Subscriber may assign this Agreement only upon the prior written consent of XeroIn. Subject to this restriction, this Agreement shall apply to, inure to the benefit of, and be binding upon the heirs, successors, subcontractors, and assignees of the respective parties.

Notices: Notices to Subscriber shall be deemed given if deposited in the U.S. mail, Canada mail, or Mexico mail addressed to the Subscriber’s last known address. Notice to XeroIn shall be deemed given when received by XeroIn at [email protected].

Separability: Should any part or portion of this Agreement be found invalid, the balance of the provisions shall remain unaffected and shall be enforceable.

Third Party Beneficiary: Wireless Data Carriers, and XeroIn suppliers, its Distributors and dealers are intended to be third party beneficiaries under this Agreement.

Governing Law: This Agreement, including all matters relating to the validity, construction, performance and enforcement thereof, shall be governed by the laws of the state of California without regard to its conflicts of laws, promises and applicable federal law, the regulations of the FCC, the laws and regulations of the state where Service is provided, and by any tariff required to be filed by XeroIn pursuant to such state’s law. This Agreement is subject to amendment, modification or termination if required by such regulations or laws.