CommandGPS Subscriber Agreement and Terms and Conditions of Service
Definitions. In this Agreement the following definitions apply:
- “we,” “us,” “our,” “CommandGPS” and “Agilis” mean Agilis Systems, LLC. and its affiliates;
- “you,” “your,” “customer,” and “user” mean an account holder or user with us;
- “Device” means any device, accessory or other product we sell, lease or finance to you or that is active on your
account with us;
- “Service” means our offers, rate plans, options, or Devices on your account with us.
- “Services” means our offers, plans, options, or Devices on account with us.
The Subscription Agreement. This Subscriber Agreement, including Terms and Conditions of Service (“Agreement”),
is a contract under which we agree to provide and you agree to accept our Services. In addition to these Terms and
Conditions of Service (“Ts&Cs”), there may be other agreements including, but not limited to, the detailed plan
or other information on Services we provide or refer you to during the sales transaction and any confirmation materials
we may provide you, and device charges if applicable. It is important that you carefully read ALL terms of this Agreement
and any other agreement you sign or accept with us which is hereby incorporated into this Agreement.
Services Covered By This Agreement & Additional Terms. This Agreement applies to our Services Plans
and any other Service we offer you that references these Ts&Cs. Additional Terms and Conditions may be applicable
in the event you added services beyond our Services Plans. Also, a different dispute resolution provision will likely
apply for services provided by another company, although the dispute resolution provisions in this Agreement still
apply to our Services. You will be provided details on any additional terms with your selection of any of our bundled
Third Party Acknowledgements.
- Portions of the Service utilize or include third party software and other copyrighted material. Acknowledgements,
licensing terms and disclaimers for such material are governed by the respective license holders.
- Certain software libraries and other third party software included with the Service are licensed under the terms
of the license holder are issued WITHOUT ANY WARRANTY, without even the implied warranty of MERCHANTABILITY or
FITNESS FOR A PARTICULAR PURPOSE.
Electronic Logging Devices (ELD) and Hours of Service (HOS) products. All ELD and HOS products are licensed
through a third party.
THE ELD AND HOS SERVICES ARE PROVIDED BY AGILIS SYSTEMS ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS
OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AGILIS SYSTEMS SHALL NOT HAVE ANY LIABILITY FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS),
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE
OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE ELD AND HOS ISE OR JJK SOFTWARE OR THE EXERCISE
OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Our Policies. Services are subject to our business policies, practices and procedures (“Policies”) including,
Services. Our Policies are subject to change at any time, with or without notice.
When You Accept The Agreement. You must have the legal capacity to accept the Agreement. You accept the
Agreement when you do any of the following:
If you don’t want to accept the Agreement, don’t do any of these things.
- sign a contract with us on paper or electronically;
- accept Agreement through an oral or electronic statement;
- attempt to or in any way use the Services;
- pay for the Services; or
- open any package or start any program that says you are accepting the Agreement when doing so.
Term Commitments & Device Charges. Many of the Services (for example, rate plans and Device discounts)
that we offer require you to maintain certain Services with us for a 2-year term, (“Service Term Commitment”). You
will be charged a fee (“Device Charge”) for each Device that you terminate early (i.e., prior to satisfying the Service
Term Commitment) or for each Device that we terminate early for good cause (for example, violating the payment or
other terms of the Agreement) that is not returned to us within 14 days of termination in accordance with the following
|Service Term Commitment (years)
||Device Charges ($US)
- If you terminate your service early and fail to pay the Device Charges, it can result in your credit card on file
being charged, your Sprint account being charged, and/or your account being sent to collections, you will be responsible
to pay all outstanding balances for each device under contract including the total service fees for any months
remaining on your contract along with the Device Charges.
- After you have satisfied your Term Commitment, your Services continue on a month-to month basis without any Device
Charges, unless you agree to extend your Term Commitment or agree to a new Term Commitment – for example, by accepting
a new rate plan or upgrading your Device. As explained directly below, there are instances when you will not be
responsible for an Device Charge for terminating Services early.
- The Early Termination Fee schedule above also applies to Electronic Logging Devices (ELD) and Hours of Service (HOS)
When You Don’t Have To Pay A Device Charge. You are not responsible for paying a Device Charge when terminating
- provided on a month-to-month basis;
- devices returned in good working condition within 14 days of service termination
- consistent with our published return policy; or
- in response to a materially adverse change we make to the Agreement as described directly below.
Our Right To Change The Agreement & Your Related Rights. We may change any part of the Agreement at
any time including, but not limited to, rates, charges, how we calculate charges, or your terms of Service. We will provide you notice of changes via email no later than 14 days before the changes become effective. Except as provided below, if a change we make to the
Agreement is material and has a material adverse effect on you, you may terminate each Device materially affected
without incurring a Device Charge only if you:
- call us before the effective date of the change as stated in email communication; and
- specifically advise us that you wish to cancel Services because of a material change to the Agreement that we have
- If you do not cancel Service prior to the stated effective date of the change, a Device Charge will apply if you terminate Services
before the end of any applicable Term Commitment. The following, without limitation, will generally not be considered
changes to the Agreement as contemplated in this provision and will not result in the waiver of applicable Device
- changes to our Policies;
- changes to rates or charges that are not a core part of the rate plan package for which you contracted – for example,
incidental, occasional or casual use charges and other options that do not require a Term Commitment;
- changes to Taxes & Government Fees; or
- changes to Surcharges, including assessing new Surcharges.
Our Right To Suspend Or Terminate Services. We can, without notice, suspend or terminate any Service at
any time for any reason, including, but not limited to
- late payment;
- harassing/threatening our employees or agents;
- providing false information;
- interfering with our operations;
- using/suspicion of using Services in any manner restricted by or inconsistent with the Agreement or applicable state
or federal laws;
- breaching the Agreement, including our Policies;
- providing false, inaccurate, dated or unverifiable identification or credit information, or becoming insolvent or
- modifying a Device from its manufacturer specifications; or
- if we believe the action protects our interests, any customer’s interests or our network.
Your Right To Terminate Services. You can terminate Services at any time by writing or calling us as provided
on your invoice and requesting that we deactivate all Services. You are responsible for all charges billed or incurred
prior to deactivation. If Services are terminated before the end of your invoicing cycle, we will not prorate charges
to the date of termination and you will not receive a credit or refund for any unused Services. You must also pay
us a Device Charge as applicable for each Device that you terminate.
Restrictions On Using Services. You may not use our Services:
- to transmit content/messages that are, or in any manner that is, illegal, unlawful, fraudulent, threatening, abusive, defamatory, or obscene;
- to track a person without his or her knowing consent;
- to track any asset, vehicle, or object without the asset, vehicle, or object owner's knowing consent;
- in a way that could cause damage or adversely affect our customers, reputation, network, property or Services;
- to communicate any unsolicited message;
- to infringe on the copyright of another, or upload or transmit any virus, worm, or malicious code; or
- in any way prohibited by the terms of our Services, the Agreement or our Policies.
Your Device Number. Your Device is designed exclusively for use on our network and in other coverage areas
we make available to you. Except for any legal right you may have to port/transfer your Device number to another
provider, you have no and cannot gain any (for example, through publication, use, etc.) proprietary, ownership or
other rights to any Device Number we assign to you, your Device, or your account. We will notify you if we decide
to change or reassign your Device Number.
Warranty. Subject to the exclusions contained below, CommandGPS warrants its CommandGPS device (“Device”),
and/or certified accessories sold for use with the Device (“Accessories”) to be free from defects in materials and
workmanship under normal consumer usage for the term of coverage outlined below. This limited warranty is a consumer’s
exclusive remedy, and applies as follows only to new Devices and/or new Accessories purchased by consumers in the
United States or Canada.
- Terms. All Devices and Accessories shall be covered under this warranty in accordance with the table below. Coverage
begins from the date of purchase regardless of when the Device or Accessory is actually received and continues
until the end of the Coverage Term or Termination of Services, whichever comes first.
||One (1) Year
||One (1) Year
- Exclusions. The following are excluded from coverage under this warranty.
- Normal Wear and Tear. Periodic maintenance, repair and replacement of parts due to normal wear and tear are excluded
- Ornamental Decorations. Ornamental decorations such as emblems, graphics, rhinestones, jewels, gemstones and their
settings, and other decorative elements, are excluded from coverage.
- Abuse & Misuse. Defects or damage that result from improper operation, improper installation, storage, misuse
or abuse, accident or neglect, such as physical damage (cracks, scratches, etc.) to the surface of the product
resulting from misuse.
- Unauthorized Service or Modification. Defects or damages resulting from service, testing, adjustment, maintenance,
alteration, including without limitation, software changes, or modification in any way by someone other than
CommandGPS, or its authorized service centers, are excluded from coverage.
- Altered Products. Products or Accessories with
- serial numbers or date tags that have been removed, altered or obliterated;
- broken seals or that show evidence of tampering;
- mismatched board serial numbers; or
- nonconforming or non-CommandGPS housings, antennas, or parts, are excluded from coverage.
- Communication Services. Defects, damages, or the failure of Products, Accessories or Software due to any communication
service or signal you may subscribe to or use with the Products, Accessories or Software is excluded from coverage.
- Products which are returned to CommandGPS under an RMA which have become damaged in transit or which have become
damaged due to improper packaging.
- Obsolescence due to cellular network upgrades, transitions, or sunsetting of technology.
- Transferability. This warranty extends only to the first consumer purchaser, and is not transferable.
- Actions. CommandGPS, at its option, will at no charge repair, replace or refund the purchase price of any Products,
Accessories or Software that does not conform to this warranty. We may use functionally equivalent reconditioned/refurbished/pre-owned
or new Products, Accessories or parts.
- How to obtain warranty service. To obtain service, please call 1-877-865-2570. Additionally, to obtain service,
you must include:
- your account number;
- a written description of the problem; and, most importantly;
- your address and telephone number.
- Additional Limitations. THE REPAIR, REPLACEMENT, OR REFUND AS PROVIDED UNDER THIS EXPRESS LIMITED WARRANTY IS THE
EXCLUSIVE REMEDY OF THE CONSUMER, AND IS PROVIDED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OF IMPLIED. COMMANDGPS
EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COMMANDGPS BE LIABLE, WHETHER IN CONTRACT OR TORT (INCLUDING
NEGLIGENCE) FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCT, ACCESSORY OR SOFTWARE, OR FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS
OF INFORMATION OR DATA, SOFTWARE OR APPLICATIONS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH
THE ABILITY OR INABILITY TO USE THE PRODUCTS, ACCESSORIES OR SOFTWARE TO THE FULL EXTENT THESE DAMAGES MAY BE
DISCLAIMED BY LAW. Some states and jurisdictions do not allow the limitation or exclusion of incidental or consequential
damages, or limitation on the length of an implied warranty, so the above limitations or exclusions may not apply
to you. This warranty gives you specific legal rights, and you may also have other rights that vary from state
to state or from one jurisdiction to another. No other use, including without limitation disassembly of such CommandGPS
software or exercise of the exclusive rights reserved for CommandGPS, is permitted.
Coverage; Where Your Device Will Work. Services that rely on location information, such as GPS, depend
on your Device’s ability to acquire satellite signals (typically not available indoors) and network coverage. Network
coverage and satellite signals are dependent on a number of factors not within our control including weather, topographical
changes, changes to and support of network cellular technologies, the functionality of various satellites, cell
towers, clouds, and other factors. You understand and expressly agree to hold us harmless from any and all claims
or damages that result from the Device not working, malfunctioning, or failing except as specifically provided under
the limited warranty herein.
Our Service and Device Are Not Substitutes for Direct Supervision. Our Service and Devices are not substitutes
for responsible child care, adult care, or any other form of monitoring for a dependent person who may or may not
need competent adult supervision, and should not be used as such. You agree to utilize all your best efforts to
care for and tend to the dependents in your control. You may not utilize our service or device as a substitute for
direct supervision and competent care. Our Device and Services may not function and in any situation is an ineffective
substitute for adequate direct supervision and competent dependent care.
Activation & Miscellaneous Charges. The billing rates are inclusive of amounts to support the initial set up, shipping, and hardware costs required to start the subscription services. Based on our Policies, we may charge activation, prepayment, reactivation,
program or other fees to establish or maintain Services. Certain transactions may also be subject to a charge (for
example, convenience payment, changing phone numbers, handset upgrades, etc.). You will be provided notice of these
types of fees before we complete the requested transaction.
Assignment. CommandGPS may assign the rights to this contract to third parties at our sole discretion without
input or consent from you.
International Usage. Your Device may be set to operate both domestically and may also operate internationally.
However, you will be charged additional fees if the Device is in another country other than the United States and
is utilized. The rate on these fees shall be the actual cost of international roaming charges plus a 40% administration
fee. These rates will be charged for any month in which there is any international usage, no matter if the usage
was less than an actual month.
Protecting Our Network & Service. We can take any action to:
- protect our network, our rights and interests, or the rights of others; or
- optimize or improve the overall use of our network and Services. Some of these actions may interrupt or prevent
Services. This policy may change from time to time, so review this policy with regularity and care. Among other
things, the policy includes important information on what information we collect about you, how we use that information,
and with whom we share that information (for example, to provide you certain Services, to protect our rights and
interests, to respond to legal process, to facilitate a merger, etc.). Also, to ensure the quality of our Services
and for other lawful purposes, we may also monitor or record calls between us (for example, your conversations with
or use our Services. Agilis shall disclose information and data pursuant to the requirements of law, regulation,
or court order, provided that the receiving party will promptly inform the providing party of any such requirement
and cooperate with any attempt to procure a protective order or similar treatment.
Location Based Services. Our network generally knows the location of your Device when it is outdoors and
turned on. Environmental factors (such as structures, buildings, weather, geography, landscape, and topography)
can significantly impact the ability to access your Device’s location information and use of location-sensitive
services. Use of location-sensitive services require network coverage. You (the account holder) are responsible
for clearly and regularly notifying the actual user of your Device that their location may be tracked or discovered.
Mileage and Fuel Tax Reporting. Changes to the International Fuel Tax Agreement (IFTA) fuel and mileage
tax and IRP reporting may require vehicle odometer readings in some or all jurisdictions. If you subscribe to the
CommandGPS IFTA reporting package and your device does not automatically report odometer readings, you will need
to manually enter your odometer reading at the beginning and end of each month or quarter after you have verified
all the trip data has been entered for the specific date range. The odometer reading should be recorded before the
start of your first trip and after the end of your last trip and entered in the Trip Report on your web portal.
If Your Device Is Lost or Stolen. Call us immediately if your Device is lost or stolen because you may
be responsible for usage charges before you notify us of the alleged loss or theft. You agree to cooperate if we
choose to investigate the matter (provide facts, sworn statements, etc.). You will be responsible for any Device
Charges if you choose to terminate Services as a result of loss or theft of your Device.
Disclaimer of Warranties. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (TO THE
EXTENT ALLOWED BY LAW) ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE
CONCERNING YOUR SERVICES (INCLUDING YOUR DEVICE). WE DO NOT PROMISE UNINTERRUPTED OR ERROR-FREE SERVICES AND DO
NOT AUTHORIZE ANYONE TO MAKE WARRANTIES ON OUR BEHALF.
You Agree We Are Not Responsible For Certain Problems. You agree that neither we nor our vendors, suppliers
or licensors are responsible for any damages resulting from:
- anything done or not done by someone else;
- providing or failing to provide Services, including, but not limited to, deficiencies or problems with a Device
or network coverage (for example, dropped, blocked, interrupted messages, etc.);
- traffic or other accidents, or any health-related claims relating to our Services;
- false messages sent while using our Services;
- an interruption or failure in accessing or attempting to access emergency services from a Device;
- interrupted, failed, or inaccurate location information services; or
- things beyond our control, including acts of God (for example, weather-related phenomena, fire, earthquake, hurricane,
etc.), riot, strike, war, terrorism or government orders or acts.
- unauthorized access to your Personal Information or Vehicle by hackers or others who have obtained such access
through illegal measures.
YOU AGREE OUR LIABILITY IS LIMITED – NO CONSEQUENTIAL DAMAGES. TO THE EXTENT ALLOWED BY LAW, OUR LIABILITY
FOR MONETARY DAMAGES FOR ANY CLAIMS YOU MAY HAVE AGAINST US IS LIMITED TO NO MORE THAN THE PROPORTIONATE AMOUNT
OF THE SERVICE CHARGES ATTRIBUTABLE TO THE AFFECTED PERIOD. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATED TO PROVIDING OR FAILING
TO PROVIDE SERVICES IN CONNECTION WITH A DEVICE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS,
BODILY HARM, DEATH, EMOTIONAL DISTRESS, OR COST OF REPLACEMENT PRODUCTS AND SERVICES.
DISPUTE RESOLUTION. We each agree to first contact each other with any disputes and provide a written description
of the problem, all relevant documents/information and the proposed resolution. You agree to contact us with disputes
by calling or writing us as instructed on your invoice. We will contact you by letter to your billing address or
on your Device. Instead of suing in court, we each agree to finally settle all disputes (as defined and subject
to any specific exceptions below) only by arbitration. In arbitration, there’s no judge or jury and review is limited.
However, just as a court would, the arbitrator must honor the terms and limitations in the Agreement and can award
the same damages and relief, including any attorney’s fees authorized by law. The arbitrator’s decision and award
is final and binding, with some exceptions under the Federal Arbitration Act (“FAA”), and judgment on the award
may be entered in any court with jurisdiction. We each also agree as follows:
- “Disputes” are any claims or controversies against each other related in any way to our Services or the Agreement
including, but not limited to, coverage, Devices, privacy, or advertising, even if it arises after Services have
terminated – this includes claims you bring against our employees, agents, affiliates or other representatives,
or that we bring against you.
- If either of us wants to arbitrate a dispute, we agree to send written notice to the other providing a description
of the dispute, previous efforts to resolve the dispute, all supporting documents/information, and the proposed
resolution. Notice to you will be sent to your address provided to us when you sign up for our service, and notice
to us will be sent to: 16305 Swingley Ridge Road, Suite 100, St. Louis, MO 63017. We agree to make attempts to
resolve the dispute. If we cannot resolve the dispute within forty-five (45) days of receipt of the notice to
arbitrate, then we may submit the dispute to formal arbitration.
- The FAA applies to this Agreement and arbitration provision. We each agree the FAA’s provisions, not state law,
govern all questions of whether a dispute is subject to arbitration.
- Unless we each agree otherwise, the Arbitration will be conducted by a single neutral arbitrator and will take
place in St. Louis County, Missouri. The federal or state law that applies to the Agreement will also apply during
- We each agree not to pursue arbitration on a class-wide basis. We each agree that any arbitration will be solely
between you and us and not brought on behalf of or together with another individual’s claim. If for any reason
any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to
arbitrate doesn’t apply and the dispute must be brought in court.
- We each are responsible for our respective costs relating to counsel, experts, and witnesses, as well as any other
costs relating to the arbitration.
Exceptions To Our Agreement To Arbitrate Disputes. Either of us may bring qualifying claims in small claims
court in St. Louis County, Missouri. In addition, this arbitration provision does not prevent you from filing your
dispute with any federal, state or local government agency that can, if the law allows, seek relief against us on
No Class Actions. TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE
BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE
CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
No Trial By Jury. TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT,
ARBITRATION OR OTHER PROCEEDING.
Indemnification. You agree to indemnify, defend and hold us harmless from any claims arising out of your
actions including, but not limited to, failing to provide appropriate notices regarding location-sensitive services
(see “Location Based Services” paragraph), or violating this Agreement, any applicable law or regulation or the
rights of any third party.
Providing Notice To Each Other Under The Agreement. Except as the Agreement specifically provides otherwise,
you must provide us notice by calling or writing us as instructed on your invoice. We will provide you notice in
your bill, correspondence to your last known billing address, to any fax number or e-mail address you’ve provided
us, by calling you on the provided phone number, by voice message on provided phone number.
Other Important Terms. Subject to federal law or unless the Agreement specifically provides otherwise,
this Agreement is governed solely by the laws of the state of Missouri, without regard to the conflicts of law rules
of that state. If either of us waives or does not enforce a requirement under this Agreement in an instance, we
do not waive our right to later enforce that requirement. Except as the Agreement specifically provides otherwise,
if any part of the Agreement is held invalid or unenforceable, the rest of this Agreement remains in full force
and effect. This Agreement is not for the benefit of any third party except our corporate parents, affiliates, subsidiaries,
agents, and predecessors and successors in interest. You may not assign the Agreement or any of your rights or duties
under it. We may assign the Agreement. The Agreement and the documents it incorporates make up the entire agreement
between us and replaces all prior written or spoken agreements – you cannot rely on any contradictory documents
or statements by sales or service representatives. The rights, obligations and commitments in the Agreement that,
by their nature, would logically continue beyond the termination of Services (including, but not limited to, those
relating to billing, payment, dispute resolution, no class action, no jury trial), survive termination of Services.