THIS ROAD SAFETY ADDENDUM is subject to and made a part of the Agreement. Capitalized terms used and not defined in this Addendum have the meanings assigned to them in the Definitions Addendum at https://www.zolldata.com/legal
1. Applicability and Fees. This Addendum applies to any Road Safety Products and Road Safety Parts listed in an Order that has not expired or been terminated in accordance with the Agreement. Fees for any Road Safety Product or Road Safety Part are set forth in the Order for such Road Safety Product or Road Safety Part (the “Road Safety Fees”).
2. Delivery. ZOLL shall deliver the RescueNet® Road Safety hardware (“Road Safety Products”) and accessories (the “Road Safety Parts”) to the address for delivery specified in the Order for such Road Safety Products or Road Safety Parts. ZOLL will use commercially reasonable efforts to deliver each Road Safety Product and Road Safety Part by the date agreed in such Order. All shipments will be F.O.B. point of shipment by ZOLL. Risk of loss passes to Customer upon shipment. If Customer believes that any shipment is incomplete, then Customer must so notify ZOLL within 30 days of such shipment.
3. Security Interest. Customer grants ZOLL a security interest in the Road Safety Products and Road Safety Parts under the Colorado Uniform Commercial Code in the amount of any unpaid balance of purchase price until paid in full. ZOLL intends to file a financing statement for such interest and Customer agrees to it.
4. License to Firmware. All firmware and embedded software in the Road Safety Products (the “Road Safety Firmware”) is licensed to Customer hereunder pursuant to a nonexclusive, non-transferable (except as set forth below), non-sublicensable limited license to use such Road Safety Firmware solely as necessary in connection with the use of the Road Safety Products. Customer may not (and shall not authorize any third party to) (i) copy, distribute, modify, translate or adapt the Road Safety Firmware, or (ii) decompile, disassemble or reverse engineer the Road Safety Firmware or unbundle embedded Road Safety Firmware from any Road Safety Product, or seek in any manner to discover, disclose or use any Source Code, proprietary algorithms, techniques or other confidential information contained therein, or (iii) remove or alter any copyright or trademark notice. Customer acknowledges that except for the foregoing limited license, ZOLL retains all right, title and interest in and to the Road Safety Firmware. ZOLL may terminate Customer’s right to use the Road Safety Firmware if Customer fails to comply with this Agreement. Customer may transfer this Road Safety Firmware license only in connection with a transfer of the Road Safety Products and may not retain any copies of the Road Safety Firmware following such transfer.
5. Monitoring Data Services. To receive the driver and vehicle performance monitoring data services, Customer shall subscribe to www.zollonline.com by agreeing to the terms of the Application Service Provider Agreement available on www.zollonline.com. The terms and conditions of such services, as supplemented by the Agreement with respect to payment terms, shall govern such services. If Customer has elected to continue to such services after the initial 12-month period of Order under which such access is provided, then fees for such access will be billed annually in advance at the then-current rate for each unit of the Road Safety Product with such access.
6.1. Products and Parts. Subject to Customer’s payment of the Fees, ZOLL warrants that (i) each Road Safety Product will be free from material defects in materials and workmanship (the “Road Safety Product Warranty”) for 12 months from the first day of the month following the date of shipment of such Road Safety Product (the “Road Safety Product Warranty Period”) and (ii) each Road Safety Part will be free from material defects in materials and workmanship (the “Road Safety Part Warranty” and, with the Road Safety Product Warranty, the “Road Safety Warranties”) for three months from the first day of the month following the date of shipment of such Road Safety Part (the “Road Safety Part Warranty Period” and, with the Road Safety Product Warranty Period, the “Road Safety Warranty Periods”). The Road Safety Warranties are not transferable. If ZOLL receives notice from Customer of such a defect (a “Material Defect”) in a Road Safety Product or Road Safety Part during the Road Safety Warranty Period for such Road Safety Product or Road Safety Part and ZOLL determines that such Road Safety Product or Road Safety Part has a Material Defect and is not subject to any Warranty Exception (as defined below), ZOLL will, at its option, repair or replace such Road Safety Product or Road Safety Part upon Customer’s prompt return of same to ZOLL pursuant to ZOLL’s Return Materials Authorization Policy and Instructions (the “Return Policy”). Customer will prepay shipping charges (and will pay all duties and taxes) for Road Safety Products or Road Safety Parts returned to ZOLL pursuant to the Return Policy. ZOLL will pay for delivery of Road Safety Products or Road Safety Parts to Customer repaired or replaced under the Road Safety Warranties. The Road Safety Warranties do not apply to any of the following (each a “Road Safety Warranty Exception”): defects or failure due to improper or inadequate maintenance; Customer or third party supplied software, interfacing or supplies; unauthorized modification; improper use or operation outside of the environmental specifications for the Product or Part; abuse, misuse, alterations, negligence, accident, loss or damage in transit; improper site preparation; disaster, fires, floods, acts of God, or other causes not directly arising out of defects in material or workmanship; failure or defect of external electrical power, external circuitry, corrosion, air conditioning or humidity control; use of Road Safety Products or Road Safety Parts with software or other items not provided by ZOLL or specifically approved for use with Road Safety Products or Road Safety Parts by ZOLL if the reason for the failure is the result of the non-approved item; immersion in liquids, neglect, or unauthorized service use of the Road Safety Products or Road Safety Parts; or any modification, repair, maintenance or service of the Road Safety Products or Road Safety Parts by anyone other than ZOLL or its authorized designees. ZOLL is not responsible for damage to any Road Safety Product or Road Safety Part during shipment or during installation when ZOLL does not perform such installation. Following the expiration of any Road Safety Warranty Period, Customer may purchase an extended warranty for the Road Safety Products or Road Safety Parts for which such Road Safety Warranty Period has expired at ZOLL’s then standard rates and upon agreeing to ZOLL’s then standard terms and conditions for such extended warranty. For the purpose of this Section 6.1, Road Safety Products exclude Road Safety Firmware.
6.2. Firmware. Subject to Customer’s payment of the Fees, ZOLL warrants for the Road Safety Product Warranty Period that the Road Safety Firmware, when used as permitted and in accordance with the instructions in the documentation for the Road Safety Products, will operate substantially as described in such documentation. ZOLL does not warrant the Customer’s use of the Road Safety Firmware will be error free or uninterrupted. ZOLL will, at its own expense and as its sole obligation and Customer’s exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any reproducible error in the Road Safety Firmware reported to ZOLL by Customer in writing during the Road Safety Product Warranty Period. Any such error correction provided to Customer will not extend the original Road Safety Product Warranty Period. Customer understands that the Road Safety Firmware is a complex and sophisticated product and no assurance can be given that operation of the Road Safety Firmware will be uninterrupted or error-free, or that the Road Safety Firmware will meet Customer’s requirements. CUSTOMER’S EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY OR DEFECT RELATING TO THE ROAD SAFETY FIRMWARE SHALL BE THE REPAIR OR REPLACEMENT OF ANY DEFECTIVE READ-ONLY MEMORY OR OTHER MEDIA SO THAT IT CORRECTLY REPRODUCES THE ROAD SAFETY FIRMWARE.
6.3. Limitations and Extensions. The warranties set forth in this Section 6 are qualified in its entirety by, and subject to, Section 3 of the Terms and Conditions. Prior to the expiration of any Road Safety Warranty Period, Customer may contact ZOLL to purchase an extension of the Road Safety Warranty subject to such Road Safety Warranty Period for three or five years.