Dashcam Terms and Conditions

The terms and conditions in this document supersede all prior oral or written quotations, proposals, agreements, invoices, and communications between the buyer and seller related to the dashcam products and services identified herein.

This policy limits our liability and your use of dashcam devices, related software, and cloud services on our platform constitutes your acceptance of the following terms and conditions.

This Agreement (“Agreement”) is by and between Matrack Inc. (“The Company”) and You, Your heirs, agents, successors, and assigns (“You” or “Customer”). It is made effective as of the date of Your product usage, purchase, or electronic execution. This Agreement sets forth the terms and conditions of Your use of The Company’s dashcam products, software, and services, including all video recording functionality, road-facing and in-cab cameras, AI-based event detection, cloud storage, and related services (collectively, the “Services”), and explains The Company’s obligations to You and Your obligations in relation to the Products, Software, and Services You purchase or use. By purchasing, installing, activating, or using any dashcam Product, Software, or Service from The Company, You acknowledge that You have read, understand, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference (including The Company’s Privacy Policy), as well as any new, different, or additional terms, conditions, or policies which The Company may establish from time to time.

* TO ALL PURCHASERS AND USERS, BY USING THIS PRODUCT, SERVICE, OR SOFTWARE, YOU AGREE TO LIMIT THE LIABILITY OF THE MANUFACTURER AND DISTRIBUTORS TO THE REPLACEMENT COST OR A REFUND IN THE AMOUNT OF THE PRODUCT, SERVICE, OR SOFTWARE’S COST TO YOU FROM THE MANUFACTURER OR AUTHORIZED DISTRIBUTOR, AS PERMITTED BY LAW.

** DASHCAMS RECORD VIDEO AND, WHERE ENABLED, AUDIO. RECORDING IN-CAB AUDIO OR VIDEO OF DRIVERS, PASSENGERS, OR THIRD PARTIES IS REGULATED BY FEDERAL, STATE, AND LOCAL LAWS THAT VARY BY JURISDICTION AND THAT CHANGE OVER TIME. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER YOUR USE IS LAWFUL AND FOR OBTAINING ANY REQUIRED CONSENTS FROM DRIVERS, PASSENGERS, AND OTHER PERSONS WHOSE IMAGE OR VOICE MAY BE CAPTURED. THE COMPANY DOES NOT PROVIDE LEGAL ADVICE.

*** DUE TO THE INHERENT NATURE OF DASHCAM, GPS, CELLULAR, AND CLOUD-BASED VIDEO TECHNOLOGIES AND DEPENDENCE UPON OTHER TECHNOLOGIES PROVIDED BY NON-PARTIES TO THIS AGREEMENT, NO GUARANTEE CAN BE MADE AS TO THE PRODUCT, SOFTWARE, OR RELATED SERVICES’ FITNESS FOR A PARTICULAR PURPOSE OR USE. YOU MUST READ ALL INSTRUCTIONS TO BE AWARE OF THE INHERENT LIMITATIONS, INCLUDING BUT NOT LIMITED TO LOSS OF SIGNAL, GAPS IN RECORDING, FAILED OR DELAYED UPLOADS, SD CARD CORRUPTION, LENS OBSTRUCTION, AND DRIVER-INITIATED OBSTRUCTION OR DISABLING OF THE DEVICE.

General Terms Applicable To All Dashcam Products, Related Software, And/Or Services

Terms of Use

You agree that The Company may modify this Agreement and its related Services from time to time. Your continued use of the Product, related Software, or Services constitutes Your acceptance and agreement to be bound by any such modifications. If You have purchased Services or Software from The Company, the terms of this Agreement shall continue in full force and effect as long as You use the Product, Software, or Services. In the event You terminate Your usage, The Company will not refund any amounts You have paid unless otherwise agreed to in writing. You agree that The Company shall not be bound by any representations made by third parties whose products, software, or services You may use in conjunction with the Services. Statements of a general nature posted on The Company’s websites or contained in promotional materials shall not bind The Company. The Company may, at times, offer certain promotions with different charges and features, and such promotions may be discontinued at any time, without prior notice.

Notice and Warnings

By using The Company’s dashcam products, software, or related services, You agree that You have read and understand all related warnings and notices provided therewith, including those concerning installation, vehicle electrical systems, audio recording, video recording, driver privacy, lithium-ion batteries, and SD card storage. In the event You did not see warnings included with the Product or Software, You agree that You have reviewed and understood the warnings available on The Company’s websites for the Product, Software, or Service You are using. You agree that You have provided access to and discussed those warnings and instructions with any drivers, employees, agents, or other parties to whom You provide access to or use of the Product, Software, or Service. The Company disclaims any liability for Your failure to read or follow warnings or instructions, or for Your failure to communicate them to relevant parties.

Email Communication

By purchasing and using dashcam devices and Services from The Company, You will be put on an email distribution list. You will receive periodic emails that may contain tips, product updates, firmware notices, security advisories, promotions, or other pertinent information regarding Your dashcam Service. You may opt out of non-essential email communication by clicking the “manage subscriptions” link at the bottom of any of those messages. The Company reserves the right to send transactional, security, and service-critical emails (including device-offline alerts, account security alerts, billing notifications, and platform change notices) regardless of marketing opt-out elections. To change the email address where You receive these messages, please contact support@matrackinc.com.

Service Availability

Subject to the terms and conditions of this Agreement, The Company shall attempt to provide, but cannot guarantee, dashcam-related Services for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. Customer understands and accepts that from time to time, without notice, the Services may be inaccessible or Products may be inoperable for a variety of reasons, many of which may be outside of the control of The Company, including, without limitation: (i) equipment damage or malfunctions, including SD card failure, lens obstruction, mounting failure, and physical tampering; (ii) periodic maintenance procedures or repairs which The Company may undertake; (iii) loss of GPS, cellular, or Wi-Fi signal; (iv) interruption or failure of telecommunication carriers, internet service providers, content delivery networks, or cloud infrastructure providers; (v) hostile network attacks, network congestion, or other failures; (vi) vehicle electrical issues, key-off shutdowns, low-voltage cutoffs, blown fuses, or driver-initiated power disconnection; or (vii) causes beyond the control of The Company. You shall not be entitled to any setoff, discount, refund, or other credit for any such interruption.

Customer agrees and understands that The Company has no control over availability of Services on a continuous or uninterrupted basis. Any break in Service known to The Company will be relayed to Customer as soon as commercially reasonable, but no guarantees are made with regard to the provision of notice. If a pre-established interruption is necessary, The Company will notify Customer with as much advance notice as reasonably possible. If the performance of any part of this Agreement by either party is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, pandemic, supply chain disruption, act of God, or any other cause beyond the control of either party, that party shall be excused from such performance to the extent that it is so prevented, hindered, or delayed.

License to Use the Services

Subject to and conditioned upon Your full compliance with this Agreement and timely payment of all applicable fees, The Company grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (i) install and use the firmware embedded in dashcam Products solely as installed on Products purchased from or through The Company; (ii) access and use The Company’s cloud platform, software, web portal, and mobile applications (collectively, the “Software”) solely for Your internal business purposes in operating the Services with Products purchased from or through The Company; and (iii) use any documentation provided by The Company solely in connection with Your authorized use of the Products and Services. This license terminates automatically upon expiration or termination of this Agreement, suspension or cancellation of Your account, or any breach by You of this Agreement.

You shall not, and shall not permit any third party to: (i) copy, modify, translate, or create derivative works of the Software, firmware, or Products; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, weights, or underlying ideas, algorithms, or trade secrets from the Software, firmware, or Products; (iii) sell, lease, license, sublicense, distribute, rent, or otherwise transfer the Software, firmware, or Products to any third party except as expressly permitted in writing by The Company; (iv) remove, obscure, or alter any proprietary notices, labels, or markings on the Software, firmware, or Products; (v) use the Software, firmware, or Products to develop a competing product or service, or to train any machine-learning model not provided by The Company; (vi) use the Software, firmware, or Products in any manner that exceeds the scope of the license granted in this Agreement; or (vii) use the Software, firmware, or Products in a service bureau, time-sharing, or hosting arrangement for the benefit of any third party not authorized by The Company. Any rights not expressly granted in this Agreement are reserved by The Company.

Notwithstanding any other provision of this Agreement, the Software, firmware, and Products are licensed and provided “AS IS” and “AS AVAILABLE,” without warranty of any kind, express, implied, or statutory, and Your use is subject in all respects to the Disclaimer of Warranties, Limitation of Warranty, and Limitation of Liability sections of this Agreement.

Intellectual Property and Reservation of Rights

The Company retains all right, title, and interest in and to the Products, the Software, the platform, the firmware, the user interface, the documentation, all event-detection and AI models (including model architectures, weights, and training methodologies), all trademarks, service marks, trade names, logos, and brand elements (including but not limited to “Matrack” and any product or service names used by The Company), all derivatives, modifications, and improvements of any of the foregoing, and all intellectual property rights of every kind and nature relating to any of the foregoing, whether arising under U.S. or foreign law (collectively, “Company IP”). Nothing in this Agreement transfers or assigns any Company IP to You, and no license is granted to You to use any Company IP except as expressly set forth in this Agreement. All rights not expressly granted are reserved by The Company.

The Company welcomes feedback, suggestions, ideas, and other input regarding the Products, Software, or Services (collectively, “Feedback”). You hereby grant The Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, display, create derivative works of, and otherwise exploit any Feedback You provide, for any purpose and without restriction, attribution, or obligation to You.

All trademarks, service marks, and logos of third parties displayed on or accessible through the Products or Software are the property of their respective owners. Nothing in this Agreement grants You any right to use any third-party trademarks.

Lawful Use, Driver Consent, and Recording Notices

The use of dashcam devices to record video and audio is regulated by federal, state, and local laws that vary by jurisdiction and that change over time. Customer is solely and exclusively responsible for: (i) determining what laws apply to Customer’s use of the Products and Services in each jurisdiction where vehicles are operated, drivers reside, or footage is reviewed or stored; (ii) obtaining all consents and providing all notices required by such laws prior to enabling recording; (iii) implementing internal policies, signage, written acknowledgments, and onboarding procedures sufficient to satisfy such requirements; and (iv) updating such consents and notices as laws or recording configurations change.

Without limiting the foregoing, Customer specifically acknowledges and agrees that:

(a) Audio Recording. Several U.S. states and many foreign jurisdictions require the consent of all parties to a conversation before audio may be recorded (“two-party” or “all-party” consent jurisdictions). Customer is responsible for determining whether such laws apply to its use and for obtaining any required consents from drivers, passengers, and other persons whose voice may be captured. Customer may, at its discretion and where supported, disable audio recording on individual devices through the platform. The Company makes no representation that any default audio configuration is lawful in Customer’s jurisdiction.

(b) In-Cab Video. In-cab driver-facing cameras may capture images of drivers, passengers, and items inside the vehicle. Customer is responsible for providing drivers with clear written notice that an in-cab camera is installed and active, and for obtaining any consents required by applicable employment, privacy, electronic monitoring, or labor laws, including any obligations under collective bargaining agreements.

(c) Biometric and AI Features. Certain dashcam Products and Services include AI-based event detection, including but not limited to drowsiness detection, distracted driving detection, seat belt detection, mobile-phone-use detection, and face or head-position analysis. Where such features process biometric identifiers or biometric information as defined under applicable law (including but not limited to the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, the Washington Biometric Privacy Act, and any successor or similar legislation), Customer is solely responsible for: (i) providing all required notices; (ii) obtaining all required written releases or consents from each affected driver, employee, or other individual prior to enabling such features for that individual; and (iii) maintaining required retention, destruction, and recordkeeping policies. Customer may, where supported, disable biometric and AI features through the platform.

(d) Driver, Employee, and Consumer Privacy Laws. Customer is responsible for complying with all employee monitoring, surveillance, electronic communications, and consumer/data privacy laws in each jurisdiction where its drivers operate, including but not limited to the California Consumer Privacy Act and California Privacy Rights Act, comparable state privacy laws, and applicable foreign laws (including, where applicable, the EU and UK General Data Protection Regulation). With respect to Customer Data (as defined below), The Company acts as a service provider, processor, or sub-processor (as those terms are defined under applicable law) and does not determine the purposes for which Customer Data is collected or used. Where required, the parties shall enter into a separate Data Processing Addendum governing such processing.

(e) Public and Third-Party Privacy. Dashcams may capture images of pedestrians, other drivers, license plates, building interiors, and other third parties or property. Customer is responsible for ensuring its use of such footage complies with applicable privacy, defamation, publicity, anti-stalking, and recording laws, and for refraining from using footage to harass, intimidate, or unlawfully surveil any person.

(f) Special Locations. Customer agrees not to operate dashcams to record persons in any location where those persons have a reasonable expectation of privacy beyond the operation of a vehicle (including, by way of example only, locker rooms, restrooms, or private residences), and Customer is responsible for ensuring drivers do not relocate, repurpose, or reposition devices to record such locations.

(g) No Legal Advice. The Company does not provide legal advice. Customer is urged to consult with qualified counsel regarding the laws applicable to its use of the Products and Services. Laws can vary from state to state and country to country and change over time.

Customer agrees to defend, indemnify, and hold The Company and its subcontractors, members, officers, and employees harmless from any and all costs, expenses, claims, demands, judgments, and liabilities (including reasonable attorneys’ fees) arising from Customer’s failure to obtain required consents, provide required notices, or otherwise comply with applicable recording, biometric, employment, or privacy laws.

No Unlawful Conduct or Improper Use

As a condition of Your use of The Company’s Products, Software, and Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with all applicable local, state, federal, and international laws, government rules, and requirements. Without limitation, You agree You will not: (i) use the Services to record any person in a location where that person has a reasonable expectation of privacy beyond the operation of a vehicle; (ii) tamper with, disable, obstruct, or remove dashcam Products in violation of any applicable law, regulation, or motor carrier obligation; (iii) use the Services to harass, intimidate, stalk, or unlawfully surveil any person; (iv) use the Services to attempt to circumvent, defeat, or interfere with any traffic enforcement, regulatory inspection, electronic logging, or driver hours-of-service requirement; (v) attempt to access, modify, reverse engineer, decompile, disassemble, or interfere with The Company’s platform, software, firmware, APIs, or other Customers’ data; or (vi) use the Services to transmit any content that is unlawful, infringing, defamatory, malicious, or that contains malware.

You agree You will not be entitled to a refund of any fees paid to The Company if, for any reason, The Company takes corrective action with respect to Your improper or illegal use of its Services. The Company reserves the right at all times to disclose any information as deemed necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to remove or restrict any information or materials, in whole or in part, in The Company’s reasonable discretion.

You agree that Your information, footage, telematics data, and account records may be released to any law enforcement agency that requests the information in regards to an ongoing investigation regarding Your dashcam device, wherein the said agency provides a subpoena or warrant. You agree that in the case of an emergency, Your information, footage, telematics data, and account records may be released to any law enforcement agency that requests the information in regards to an ongoing investigation regarding Your dashcam device without a subpoena or warrant.

The Company has no obligation to monitor Your use of the Services. The Company reserves the right to review Your use of the Services and to suspend or cancel the Services in its sole discretion if Your use violates this Agreement or applicable law, results in or threatens legal action against The Company or its affiliates, or imposes a disproportionate burden on The Company’s infrastructure. The Company may review every account for excessive storage, bandwidth, or upload utilization and may terminate or apply additional fees to those accounts that exceed allowed levels.

Installation, Power, and Vehicle Compatibility

Dashcam Products require installation in motor vehicles and draw power from vehicle electrical systems. Customer is solely responsible for: (i) ensuring that installation is performed by a qualified person and in accordance with The Company’s published installation instructions; (ii) ensuring that installation does not obstruct the driver’s field of view, conflict with airbag deployment zones, or otherwise create a safety hazard; (iii) ensuring that the vehicle’s electrical system is suitable for continuous device operation and that hardwired installations do not exceed manufacturer-specified current draw or violate vehicle warranty terms; (iv) ensuring that the device is mounted in a manner compliant with all applicable state and local laws regarding windshield-mounted equipment; and (v) ensuring that installation does not interfere with the safe operation of the vehicle. The Company shall not be liable for damage to any vehicle, vehicle electrical system, battery, accessory, or other property arising from installation, removal, or operation of dashcam Products by Customer or any third party.

Lithium-Ion Batteries and Hardware Safety

In Products that contain lithium-ion batteries, supercapacitors, or backup energy storage used to complete recording or upload during power loss, ensure that You read, understand, and follow all applicable rechargeable battery safety instructions. This is very important, as lithium-ion batteries can be a fire hazard if mishandled, particularly in high-temperature vehicle interiors. Customers are solely responsible for the proper charging, usage, maintenance, mounting (including avoiding direct sunlight and high-heat locations where practicable), and inspection of Products to ensure they remain in proper working order. Damaged, swollen, leaking, deformed, or visibly degraded devices must be removed from service immediately and reported to The Company. Customer must not attempt to disassemble, puncture, short-circuit, or expose any battery-containing component to fire or excessive heat.

No Modification of Products or Software

Customer agrees not to remove, alter, repair, or modify any equipment, firmware, or software provided by The Company, including, without limitation: removing the SIM card from the dashcam device; flashing unauthorized firmware; modifying camera lenses or sensors; obstructing camera fields of view with stickers, films, tints, or coverings except those expressly approved by The Company; or interfering with antennas, GPS modules, or onboard storage. Customer will be billed, and agrees to be responsible for, any and all charges associated with altering the SIM card, using the SIM card in any device other than the device registered with The Company, or otherwise causing increased data, support, or replacement costs through unauthorized modifications.

Storage Media and SD Cards

Continuous video recording is, where supported, stored locally on the device’s SD card. SD cards are consumable media with finite write cycles. Customer acknowledges and agrees that: (i) SD cards may fail, become corrupted, fill to capacity, or be physically removed, resulting in loss or unavailability of footage; (ii) The Company does not guarantee the integrity, completeness, or recoverability of footage stored on local SD cards; (iii) Customer is responsible for periodic inspection of SD card health through the platform tools provided by The Company and for replacing SD cards as recommended; and (iv) physical damage to the device, theft of the device, vehicle accident damage, immersion in water, or removal of the SD card may result in permanent loss of locally stored footage. The Company is not liable for any loss, corruption, or unavailability of footage stored on local SD cards.

Cloud Storage, Footage Retention, and Recovery

Only event-based or alert-based video clips, telematics data, and metadata are uploaded to and retained in The Company’s cloud platform. Continuous footage is not uploaded to the cloud. The Company will use commercially reasonable efforts to retain Customer cloud-stored footage for the retention period documented in the platform or otherwise communicated to Customer. Footage older than the applicable retention period, footage from terminated, suspended, or non-current accounts, and footage that exceeds Customer’s allotted storage may be permanently deleted and is not recoverable. An active The Company account is required to access cloud-stored footage.

Customer is solely responsible for downloading and preserving footage that may be material to insurance claims, accident investigations, litigation, regulatory inquiries, or any anticipated legal proceeding before the applicable retention period expires. The Company has no obligation to preserve footage in response to informal requests, and will preserve footage beyond ordinary retention periods only where (i) required by valid legal process, or (ii) Customer has placed a documented preservation hold through procedures expressly supported by the platform. The Company makes no representation that any specific event will be detected, recorded, uploaded, or retained.

Upon termination, suspension, or cancellation of Your account, The Company will retain Customer Data only for so long as required by law or by the terms of any active subscription or wind-down period. Following expiration of any applicable retention or grace period, Customer Data, including all cloud-stored footage and telematics data, may be permanently deleted from The Company’s systems and cannot be recovered. Customer is solely responsible for downloading and preserving any footage prior to termination. The Company has no obligation to recover, restore, or reproduce footage following deletion.

Account Security

You are responsible for maintaining the confidentiality of Your login, password, multi-factor authentication credentials, API keys, and any related information. You agree You are entirely responsible for any and all activities that occur under Your account, including footage downloads, footage sharing, configuration changes, and changes to driver assignments. You agree to notify The Company immediately of any unauthorized use of Your account or any other breach of security. To the extent permitted by law, The Company will not be liable for any loss that You may incur as a result of someone else using Your account access information, with or without Your knowledge. You could be held liable for losses incurred by The Company or another party due to someone else using Your account access information. For security purposes, You should keep account access information in a secure location, enable available security features (including multi-factor authentication where supported), and take precautions to prevent others from gaining access. The Company specifically disclaims liability for any activity in Your account, whether authorized by You or not.

Accurate Information

While You are using The Company’s Services, You agree that You have provided The Company with accurate information, including driver assignments, vehicle identifiers, billing details, and contact information, and that You will notify The Company within five (5) business days when any of the information You provided as part of the application, registration, or vehicle assignment process changes. Failure, for whatever reason, to respond within five (5) business days to any inquiries made by The Company to determine the validity of information provided by You will constitute a material breach of this Agreement. You agree that The Company may use and rely on any such information provided by You for all purposes in connection with Your use of the Product, Software, or Services, subject to The Company’s Privacy Policy. If You provide any information that is false, misleading, or incomplete, or if The Company has reasonable grounds to suspect that Your information is false, misleading, or incomplete, The Company has the absolute right, in its sole discretion, to terminate the Services and close Your account. The Company may further investigate any account without notice to You and use footage, telematics data, shipment tracking numbers, credit card transaction data, or any other information at our discretion in order to respond to inquiries from law enforcement or court orders, or to defend credit card disputes and chargebacks.

Technical Support

Live technical support can be reached by sending a message through the “Support” link inside The Company platform or by contacting support@matrackinc.com. The Company technical support representatives will make every effort to handle support requests in a timely manner. The Company Technical Support department is staffed 24/7/365, although availability of certain support functions is limited during non-working hours (working hours are 8:00 a.m.–5:00 p.m., Monday through Friday, Pacific Time, excluding U.S. holidays).

Termination of Subscription / Service

You may cancel Your subscription in accordance with the cancellation procedure communicated to You at the time of purchase or made available through Your account. If You cancel, the cancellation will take effect at the end of the then-current billing cycle unless otherwise agreed in writing. You will not be eligible for a refund of fees paid prior to cancellation unless otherwise agreed in writing. All demo dashcam devices, free units, evaluation units, or other Products provided at no charge or reduced charge must be returned to The Company in good working condition, with all accessories and SD cards, within the timeframe communicated at the time of issuance, or Customer agrees to be charged for the documented replacement cost of such items.

The Company may suspend or terminate Your access to the Services at any time, with or without notice, if (i) You materially breach this Agreement; (ii) Your use of the Services results in or threatens legal action against The Company or its affiliates; (iii) Your account is delinquent; (iv) The Company in good faith determines that continued provision of the Services to You creates a material legal, security, or operational risk; or (v) The Company discontinues the Service generally.

Equipment Return

Upon termination of Service, dashcam devices designated for return must be returned to The Company within the timeframe communicated to You. Failure to return designated devices within the required timeframe may result in a non-return charge being deducted from Your billing account. Devices returned in damaged, materially altered, or non-functional condition (other than as a result of normal wear and tear or manufacturer defect) may be subject to additional repair or replacement charges. Customer remains responsible for the safe and lawful operation of any devices in Customer’s possession until returned to and received by The Company.

Disclaimer of Warranties

The Company disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, interoperability, or availability of information, footage, alerts, or material displayed in or accessible through the use of the Product or related Software in conjunction with the Internet. Without limitation, The Company does not warrant that: (i) any specific event will be detected, recorded, uploaded, or retained; (ii) any specific portion of footage will be free of artifacts, gaps, errors, frame drops, or compression loss; (iii) AI-based event-detection features will accurately classify any specific driving behavior, condition, or person; (iv) GPS, cellular, or cloud connectivity will be continuous, reliable, or timely; or (v) the Services will satisfy any specific evidentiary, regulatory, insurance, or compliance requirement. The Company disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any footage or material obtained from the use of the Product, related Software, or Services. The Company disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Internet. The Company, its suppliers, and licensors disclaim any warranties for services or goods received through or advertised on any third-party Internet sites that any user of the Product may access related to the use of the Product or Software.

All materials, information, products, software, firmware, and services included herein are provided “AS IS” and “AS AVAILABLE,” with no warranty unless specified in writing in a specific product’s or software’s manual or limited warranty document. Except as otherwise specified in writing, The Company, its suppliers, and its licensors expressly disclaim, to the fullest extent permitted by law, all express, implied, and statutory warranties with respect to the products, software, firmware, and services, including without limitation the warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and quiet enjoyment.

Limitation of Warranty

Seller’s liability for all claims, whether based on breach of contract, negligence, product liability, or otherwise, relating to the products, software, firmware, or services shall not exceed the price paid by buyer for such defective product, software, or service. In no event will seller be liable for any special, incidental, exemplary, punitive, or consequential damages (including, without limitation, loss of use, loss of profit, loss of footage, loss of evidence, loss of goodwill, and claims of third parties), however caused, whether by the negligence or gross negligence of seller or otherwise. Buyers are solely responsible for confirming that all products, software, and firmware purchased or licensed under this agreement are installed and used in accordance with all applicable codes and regulations.

Limitation of Liability

You understand and agree that dashcam, GPS, cellular, and cloud video technologies rely upon multiple independent factors to provide data, possibly including satellites, cellular carrier features, cell towers, third-party content delivery networks, cloud infrastructure providers, and independent service providers. Footage and data captured or transmitted through the use of the Product, related Software, or Services cannot be guaranteed against interruptions, gaps, errors, or delays, and there is no express or implied warranty about the Product, Software, or Services operating at any minimum data speed or being operative at any particular time. The Company has no control over third-party network sites You may access in the course of Your use of the Product, related Software, or Services and assumes no responsibility for third-party websites or services.

Under no circumstances shall The Company, its suppliers, or its licensors be liable to You, any user, or any third party as a result of (or in connection with):

In further limitation, The Company, its suppliers, and licensors shall not be responsible for the cost of procurement of substitute goods or services, lost profits, lost property, damaged property, injury, lost data, lost footage, or any other loss resulting from Your use of the Product. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. Without limiting the foregoing, under no circumstances will The Company, its suppliers, or licensors be liable for any delay or failure in performance resulting in any way from forces or causes beyond its reasonable control, including, without limitation, internet failures, computer failures, third-party services, any type of equipment failure, acts of nature, acts of governments, orders of domestic or foreign courts or tribunals, or environmental conditions.

Indemnification

Customer agrees to indemnify, defend, and hold harmless The Company, including its affiliates, directors, officers, agents, licensees, employees, and contractors, from any claim, liability, loss, damage, cost, or expense (including, without limitation, suits, judgments, litigation, costs, and attorneys’ fees of every kind and nature) arising out of or related to: (i) Customer’s breach of this Agreement; (ii) any negligence or willful misconduct of Customer or its drivers, employees, or contractors; (iii) any action or conduct of The Company undertaken pursuant to this Agreement at the direction of Customer; (iv) any use of the Product, related Software, or Services, including any use, sharing, or disclosure of footage; (v) any failure by Customer to obtain required driver, passenger, employee, or third-party consents, including those required by audio-recording, biometric-privacy, employee-monitoring, or consumer-privacy laws; (vi) any claim that Customer’s use of the Product or footage violated any third party’s privacy, publicity, defamation, or intellectual property rights; or (vii) any claim that Customer’s use violated any applicable law or regulation. The Company shall have the right to participate in the defense of any such claim through counsel of its own choosing.

Software Security Notice and Disclaimer

NOTICE! The use of this Product may transmit data over open networks, which You agree to use at Your own risk. Such networks may not be SECURE. The Company cannot and does not guarantee the privacy of Your data, footage, and communication while using a device, related Software, or the Internet in connection with this Product. There are potentially serious security issues with any computer or device connected to the Internet without appropriate protection, ranging from viruses, worms, and other malicious software to attacks by unauthorized third parties. By using this Product, You acknowledge and knowingly accept the potentially serious risks of accessing the Internet and Cloud Services to retrieve information related to the use of this Product. It is recommended that users take steps to protect their own systems, including installing current anti-malware software, maintaining appropriate firewall and network protections, enabling multi-factor authentication, and consulting a security professional. By using this Product, You further acknowledge and agree that your use of this product, software, and any related service is solely at your own risk and You agree to all terms set forth in The Company’s Terms and Conditions, including the Disclaimer of Warranties, Limitation of Liability, and Indemnification provisions, as well as The Company’s Privacy Policies.

Disputes / Arbitration / Jurisdiction / Venue

Any claim, controversy, or dispute that arises between the parties, their agents, employees, officers, directors, or affiliates (“Dispute”) that the parties are unable to settle through consultation and negotiation may, at the election of either party, be mediated under the Commercial Mediation Rules of the American Arbitration Association (“AAA”) by a mutually acceptable mediator. Any Dispute that cannot be resolved through negotiation or mediation shall be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules. The arbitrator will be selected in accordance with AAA procedures from a list of qualified people maintained by the AAA. The arbitration shall be conducted in Gulfport, Mississippi, in the English language, by a single arbitrator, and all expedited procedures prescribed by the AAA rules shall apply. The arbitrator’s decision and award shall be final, conclusive, and binding, and judgment may be entered upon the decision and award in accordance with applicable law in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration. If arbitration is not used and a civil remedy is needed, The Company and You agree to use a court of appropriate jurisdiction within Riverside County, California.

The prevailing party in any arbitration or legal proceeding arising from this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party, to the extent permitted by applicable law.

Class Action Waiver

To the fullest extent permitted by law, all disputes must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator shall have no authority to arbitrate any claim on a class, collective, or representative basis. If this class action waiver is held unenforceable with respect to any claim, then the arbitration provision above shall be null and void with respect to that claim only, and that claim shall proceed in court, but the remainder of this Agreement, including arbitration of all other claims, shall remain in full force and effect.

Survival

The following sections shall survive any termination, expiration, or cancellation of this Agreement: Lawful Use, Driver Consent, and Recording Notices; No Unlawful Conduct or Improper Use; Intellectual Property and Reservation of Rights; Cloud Storage, Footage Retention, and Recovery (with respect to deletion); Account Security; Accurate Information (with respect to investigations and chargeback defense); Disclaimer of Warranties; Limitation of Warranty; Limitation of Liability; Indemnification; Software Security Notice and Disclaimer; Disputes / Arbitration / Jurisdiction / Venue; Class Action Waiver; and this Survival section, together with any payment obligations accrued prior to termination.

California Resident Notice

Under California Civil Code Section 1789.3, California residents who use the Services are entitled to the following specific consumer-rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210. To file a complaint regarding the Services, or to receive further information regarding use of the Services, please contact The Company at support@matrackinc.com or write to Matrack Inc., 2603 Camino Ramon, Suite 575, San Ramon, CA 94583.

General Provisions

Entire Agreement. This Agreement, together with The Company’s Privacy Policy, any limited-warranty document accompanying the Product, and any product- or service-specific addenda incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous communications, representations, and agreements, whether oral or written.

Severability and Reformation. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

No Waiver. No failure or delay by either party to exercise any right or remedy under this Agreement shall constitute a waiver of that right or remedy. Any waiver must be in writing and signed by the waiving party.

Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without The Company’s prior written consent. The Company may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without consent.

Notices. Notices to The Company shall be sent to support@matrackinc.com or to The Company’s principal place of business. Notices to You will be sent to the email address associated with Your account, and will be deemed received on the date sent.

Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

Headings. Headings are for convenience only and shall not affect the interpretation of this Agreement.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement shall create any rights in any third party.

Export Compliance. Customer agrees to comply with all U.S. and applicable foreign export-control and sanctions laws in connection with its use of the Products, Software, and Services, and shall not export, re-export, or transfer the Products, Software, or any related technical data to any embargoed country or restricted person.

Government End Users. The Products and Software are “commercial items” as that term is defined in 48 C.F.R. § 2.101. If You are a U.S. federal government end user, You acquire the Products and Software with only those rights set forth in this Agreement.