Effective Date: January 7, 2025

 

1. Introduction

 

1.1 These Terms of Service (“Terms”) constitute a legal agreement between you (referred to herein as “Customer”, “Administrator”, and/or “End User”) and Motor Supply, Inc. (“Motor Supply”, “we”, “our”, or “us”) governing your use of Saver.One and its related hardware, software, installation services, logging (available upon request), and data analytics capabilities (collectively, the “Services”).

1.2 By purchasing, accessing, or using the Services—or by accepting any trial offer—you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that organization.

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2. Provision of Services

2.1 Scope of Services.
The Services provided under these Terms include:
• Hardware: Devices and components supplied by Motor Supply necessary for Saver.One functionality.
• Software: The Saver.One software and any accompanying applications.
• Installation: Guidance and/or direct installation services as specified by Motor Supply.
• Logging & Data Analytics: Logging features (available upon request) and data analytics services designed to help you monitor and optimize your operations.

2.2 Use of the Services.
You agree to use the Services solely in accordance with these Terms, any applicable documentation, and all relevant laws and regulations.

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3. Customer Responsibilities

3.1 Account & Access.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to promptly notify Motor Supply of any unauthorized use or breach of security.

3.2 Compliance.
You shall comply with all applicable laws and ensure that any installation, configuration, and use of the Services—including the use of the hardware—is performed in accordance with Motor Supply’s instructions and guidelines.

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4. Hardware & Installation

4.1 Installation.
Hardware must be installed in accordance with the written instructions and documentation provided by Motor Supply. If you choose to install the hardware yourself, you do so at your own risk. Motor Supply is not liable for any issues arising from installation performed without Motor Supply’s direct involvement.

4.2 Hardware Use.
You agree to use the hardware only as intended and in accordance with any user guides or documentation provided by Motor Supply. Any modifications or improper handling may void warranties and result in additional costs.

4.3 Hardware Ownership and Return.
All hardware provided by Motor Supply under these Terms shall remain the sole and exclusive property of Motor Supply. Upon the expiration of the contract term or in the event of non-payment, the Customer shall, at its sole expense, promptly uninstall and return the hardware in the condition in which it was provided, reasonable wear and tear excepted. The Customer shall be responsible for all costs associated with the uninstallation, retrieval, and return of the hardware, and such costs will be billed to the Customer. Failure to return the hardware as required shall entitle Motor Supply to seek reimbursement for the replacement cost of the hardware, in addition to any other remedies available at law or in equity.

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5. Fees, Payment & Subscription Terms

5.1 Subscription.
Saver.One is offered on a binding three-year contract basis. The subscription fee is $60 per month.

5.2 Trial Period.
A 30-day trial is available for up to five (5) vehicles. If the trial is not canceled within the trial period, it will automatically convert into a paid subscription at the rates specified herein.

5.3 Payment Terms.
• All fees are billed in U.S. dollars.
• Payment will be automatically charged on a monthly basis.
• You agree to provide accurate billing information and notify Motor Supply of any changes.

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6. Support

6.1 Customer Support.
For technical support or other inquiries regarding the Services, please contact:
• Email: support@motor-supply.com
• Phone: 803-233-3005

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7. Term and Termination

7.1 Term.
These Terms remain in effect for the duration of your three-year subscription term, beginning on the Effective Date (or upon conversion from the trial period) and continuing unless terminated as provided herein.

7.2 Termination.
Either party may terminate this agreement for cause if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice. Early termination by you may subject you to an early termination fee as specified in your subscription agreement.

7.3 Effect of Termination.
Upon termination, your right to use the Services will cease. Motor Supply may deactivate your account and delete associated data, subject to any applicable data retention policies.

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8. Disclaimers

8.1 General Disclaimer.
THE SERVICES, INCLUDING THE HARDWARE, SOFTWARE, INSTALLATION, LOGGING, AND DATA ANALYTICS, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. MOTOR SUPPLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.2 Driver Aid.
If applicable, the Services are designed as an aid to operations and are not a substitute for sound judgment or safe practices. You acknowledge that Motor Supply is not responsible for any incidents or damages arising from the use of the Services.

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9. Indemnification

9.1 Customer Indemnity.
You agree to indemnify, defend, and hold harmless Motor Supply and its affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, or expenses (including reasonable attorneys’ fees) arising out of your use of the Services or breach of these Terms.

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10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE SERVICES. MOTOR SUPPLY’S TOTAL LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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11. Arbitration

11.1 Agreement to Arbitrate.
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered in accordance with the rules of a recognized arbitration service in South Carolina.

11.2 Opt-Out.
You have the right to opt out of this arbitration agreement by providing written notice to Motor Supply within thirty (30) days of first using the Services. If you opt out, any disputes will be resolved in the appropriate court in South Carolina.

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12. Miscellaneous

12.1 Integration and Modification.
These Terms constitute the entire agreement between you and Motor Supply regarding the Services and supersede all prior agreements or understandings. Motor Supply may modify these Terms from time to time; changes that materially affect your rights will be communicated in advance. Continued use of the Services constitutes acceptance of any changes.

12.2 Assignment.
Neither party may assign or transfer these Terms without the other party’s prior written consent, except in connection with a merger or sale of substantially all assets.

12.3 Governing Law and Venue.
These Terms shall be governed by and construed in accordance with the laws of the State of South Carolina. Any disputes arising out of these Terms shall be resolved exclusively in the appropriate courts located in South Carolina.

12.4 Force Majeure.
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, labor disputes, or governmental actions.

12.5 Notices.
Any notice required or permitted under these Terms shall be in writing and delivered via email or U.S. mail to the addresses provided by the parties. Notices sent by email shall be deemed received on the date sent.

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13. Definitions

For purposes of these Terms, the following definitions apply:

• “Services” refers to the hardware, software, installation, logging, and data analytics capabilities provided under Saver.One.

• “Hardware” means the physical devices provided by Motor Supply as part of the Saver.One solution.

• “Software” refers to the Saver.One applications and related digital components.

• “Customer Data” means any data, logs, or information you transmit or store using the Services.

• “End User” means any individual authorized by you to access and use the Services.