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Motive Technologies, Inc. Hardware Terms
Effective Date: April 12, 2022
The following terms apply to any purchases by you of Motive Technologies, Inc.’s (“Motive”) Hardware (as defined in the Terms of Service) and any Service-Packaged Hardware (as defined herein), whether purchased from Motive Technologies, Inc. (“Motive”) or from any of its resellers and retailer distributors. You and any end user who uses the Hardware are hereafter collectively referred to as “you” or “Customer“. Any capitalized terms not defined in this Agreement have the meanings set forth in the Terms of Service located at https://gomotive.com/tos (the “Terms of Service“). Customer, by purchasing and/or using the Hardware, also agrees to the Terms of Service.
Table of Contents
- 1. Orders and Acceptance
- 2. Pricing and Payment
- 3. Delivery, Title and Risk of Loss
- 4. Shipment
- 5. Use of Services
- 6. Limited Warranty
- 7. Refund and Return Policy for Hardware Sales
- 8. No Licenses Granted to Intellectual Property
- 9. Hardware Not for Resale
- 10. Data Stored on Hardware
- 11. Cable Sets
- 12. Service-Packaged Hardware
- 13. Limitation of Liability
- 14. Support
- 15. No Waiver; Severability
- Change Log
1. Orders and Acceptance
You may purchase Hardware from an authorized retail distributor, an authorized reseller, or directly from Motive. To place an order for Hardware directly from Motive, you must enter into an Order Form. Motive may, in its sole discretion, refuse or cancel any order and limit order quantity. Motive may also require additional qualifying information prior to accepting or processing any order.
Your delivery and Motive’s receipt of your Order Form does not constitute acceptance by Motive, and an order is not considered accepted until Motive accepts the Order Form. Motive reserves the right at any time after receiving your order to accept or decline your order for any reason. If Motive cancels an order after you have already been billed, Motive will refund the billed amount.
2. Pricing and Payment
The pricing and payment for the Hardware will be as set forth in your Order Form or as set forth in the authorized retail distribution store or authorized reseller order form, which may or may not include all taxes and transportation costs. Please refer to the payment provisions of the Terms of Service with regards to your Billing Account and Payment Method or the terms of the retail distributor or reseller who has sold you the Hardware.
3. Delivery, Title and Risk of Loss
Title and Risk of Loss to any Hardware (except with respect to the Software installed on the Hardware) will pass to Customer at the time the Hardware is picked up by a carrier from a Motive location (i.e. F.O.B. Origin) or at the point of purchase for purchases from authorized retailers, in each case unless otherwise specified by the authorized retailer or any applicable Lender (as defined in the Terms of Service). Any delivery dates or times provided by Motive (or a delivery agent) are estimates and not guaranteed, unless otherwise agreed to when Motive accepts your Order Form. Motive shall not be liable for any late or delayed delivery of your Hardware.
Unless otherwise specified by agreement between Customer and Motive, Motive will ship by the method it deems most commercially advantageous. Customer may request specific shipping instructions, and Motive reserves the right to bill Customer for any extra shipping costs due to such request. If Hardware is purchased from an authorized retailer or authorized reseller, please refer to their terms for shipping information.
5. Use of Services
When using the Hardware, your use of the Services is governed by the Terms of Service. You may not alter the Hardware or use the Hardware with any unauthorized services, and Motive is not responsible for any use of the Hardware not in accordance with this agreement, the Terms of Service or the Hardware Warranty (as defined below).
6. Limited Warranty
Motive offers a limited warranty on the Hardware, the terms of which are available at gomotive.com/warranty (the “Hardware Warranty“). Unless otherwise agreed to in writing, the Hardware Warranty applies only to end users of the Hardware who have purchased the Hardware directly from Motive or from one of Motive’s authorized resellers or authorized retailers. Motive does not warrant any Hardware purchased from other parties. Please see the Hardware Warranty for limitations and details regarding returns of defective devices and refunds with respect to Services unavailable due to defects.
The Hardware Warranty does not apply to: (a) consumable parts, such as batteries, unless damage has occurred due to a defect in materials or workmanship; (b) cosmetic damage, including but not limited to scratches, dents and broken plastic on ports; (c) damage caused by accident, abuse, misuse, neglect or failure to properly maintain (to include but not limited to water damage and/or condensation or improper temperatures during storage), or improper installation; (d) damage caused by electrical disturbances or acts of God, to include but not limited to civil disturbance, war, flood, fire, rodents or insects; and (e) damage caused during shipment (due to Customer’s improper packaging) from Customer to Motive in the case of Hardware returns for repair.
Motive does not warrant that the Hardware or any systems protected by the Hardware will be free from vulnerability, intrusion, attack, or other damage. Motive does not warrant that the operation of the Hardware will be uninterrupted or error-free.
OTHER THAN THE WARRANTIES REFERRED TO IN THE HARDWARE WARRANTY AND THE TERMS OF SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOTIVE AND ITS HARDWARE MANUFACTURERS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING ANY DEVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7. Refund and Return Policy for Hardware Sales
On a case-by-case basis, Motive reserves the right to authorize, but Customer does not have a right to, a full refund of any Hardware purchase made where a refund is requested within seven (7) days of the date on which the Customer receives the Hardware. In such cases where a refund is approved, Customer will return the Hardware to Motive. Customer is responsible for shipping and insurance charges and any damage to the Hardware which takes place en route to Motive. Motive reserves the right to charge a restocking fee for any such returns.
In order to return your Hardware for a refund, you must, at your own expense, package and return the Hardware in its original box and packaging, and the Hardware must be returned in its original condition.
8. No Licenses Granted to Intellectual Property
A purchase of the Hardware does not come with any licenses to any intellectual property, except as granted and described in the Terms of Service for use of the Services.
9. Hardware Not for Resale
The Hardware may not be purchased for resale purposes by Customer unless Customer is a legal and authorized reseller of Motive products.
10. Data Stored on Hardware
In the event of a return of the Hardware, Motive will delete all data stored on the Hardware. Motive is not responsible for any loss of data stored on the Hardware or returned Hardware.
11. Cable Sets
a. Motive Replacement
If Motive provides Customer with the wrong set of Cables due to no fault of Customer, Customer may, within thirty (30) days of receipt of the Cables, request a replacement set of Cables.Motive will, within fifteen (15) days of Customer’s request, send a replacement set of Cables. Customer must package and return the original Cables within thirty (30) days of Customer’s request. If the original Cables are (a) not returned within thirty (30) days or (b) show evidence of use, Motive will have the right to charge Customer a Replacement Fee.
b. Customer Replacement
If Customer orders replacement Cables for any other reason, Customer may return original Cables that are in new or like-new condition for a credit equal to the current retail price for the original Cables.
c. Cable Charges
Motive may charge Customer a cable fee per unit of Hardware depending on Customer’s Order Form at Motive’s then-current rates for Cables.
12. Service-Packaged Hardware
a. General Service-Packaged Hardware Terms
If Customer receives Hardware as part of the Services and does not purchase the Hardware as part of its order for the Services, such Hardware will be considered “Service-Packaged Hardware.” Customer must keep all Service-Packaged Hardware free and clear of all claims, liens, and encumbrances. For the avoidance of doubt, the terms set forth in this Section apply solely to the extent that Customer has Service-Packaged Hardware on its account.
Motive retains title to the Service-Packaged Hardware at all times. Customer acquires no ownership, title, property, right, equity, or interest in the Service-Packaged Hardware other than any licenses to the Software installed on the Service-Packaged Hardware further set forth in these Terms.
c. Lost, Stolen, or Damaged Hardware Replacement
If Customer needs to replace Service-Packaged Hardware that is not covered by the Limited Hardware Warranty (e.g., the Service-Packaged Hardware is lost, stolen, or damaged), Customer can contact email@example.com to order replacement Service-Packaged Hardware for a Replacement Fee (as defined in the Limited Hardware Warranty). Replacement Service-Packaged Hardware will continue to be owned by Motive. Upon return to Motive of any damaged Hardware, Motive may delete all data stored on the Service-Packaged Hardware, and Motive is not responsible for any loss of data for returned Service-Packaged Hardware.
d. Returns at End of Service Term
If Customer’s order for the Services, including any Service-Packaged Hardware, or any portion of the Services, expires or is terminated for any reason, Customer must package and return the applicable Service-Packaged Hardware, at Customer’s cost, to Motive within thirty (30) days of such expiration or termination. If the Hardware is (a) not returned within thirty (30) days or (b) is returned in poor condition (reflecting more than normal wear and tear) or with evidence that the Service-Packaged Hardware was used in violation of the Acceptable Use Policy, Motive will have the right to charge Customer the Replacement Fee. If Customer returns any Service-Packaged Hardware in a defaced manner, for example, with writing on the Service-Packaged Hardware or with the serial number removed or scratched off, unless otherwise approved by Motive, Motive will have the right to charge Customer the Restoration Fee. Upon return to Motive, Motive may delete all data stored on the Service-Packaged Hardware and Motive is not responsible for any loss of data for returned Service-Packaged Hardware.
e. Substitute Hardware
Motive may, in its sole discretion, substitute any Service-Packaged Hardware with substantially similar hardware, so long as such substitution does not materially affect the Services on Customer’s account at the time of substitution.
13. Limitation of Liability
Neither Motive nor its suppliers will be liable for any loss, damages or penalty resulting from delay in delivery when such delay is due to causes beyond the reasonable control of Motive, including but not limited to supplier delay, force majeure, act of God, labor unrest, fire, explosion or earthquake. In any such event, the delivery date will be deemed extended for a period equal to the delay.
MOTIVE’S AND ITS SUPPLIERS’ LIABILITY ARISING OUT OF OR RELATED TO HARDWARE SALES WILL BE LIMITED TO THE REFUND OF THE HARDWARE PURCHASE PRICE. IN NO EVENT WILL MOTIVE OR ITS SUPPLIERS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE HARDWARE BY CUSTOMER OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT) WHETHER OR NOT MOTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST CUSTOMER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
15. No Waiver; Severability
Motive’s failure to enforce any right or provision of this agreement and any of its counterparts will not be considered a waiver of those rights. If any of the terms of this agreement or any of its counterparts are unenforceable, it will not affect the enforceability of the rest of the terms of this agreement.
April 12, 2022: The Hardware Purchase Policy was renamed Hardware terms and updated to reflect that KeepTruckin, Inc. rebranded as Motive Technologies, Inc. Further, we moved the Service-Packaged Hardware related terms and Cable related terms into the general Hardware Terms.
February 23, 2021: The Hardware Purchase Policy was updated to make adjustments to delivery of hardware and transfer of title and risk of loss.