Please review the Terms and Conditions below and click “I Accept” at the end to
Inilex Terms and Conditions
Use of this website (the “Inilex Site”
and the Inilex Services (as defined below) are conditioned on acceptance, without
modification, of the following Terms and Conditions of Use (this “Agreement”)
by you as a user of the Inilex Services (“Dealer”
YOU HEREBY “ACCEPT” THIS AGREEMENT UPON THE EARLIER TO OCCUR OF THE FOLLOWING: (i)
continuing past the Home Page of this Inilex Site, including, but not limited, Dealer’s
registration for the Inilex Services; (ii) agreeing to any other contract incorporating
the terms of this Agreement; or (iii) otherwise using the Inilex Services or benefits
thereof (including use of the Customer Vehicle with active Inilex Services). IF
YOU, AT THIS TIME, DO NOT WANT TO BE FURTHER BOUND BY THIS AGREEMENT, YOU MUST LEAVE
THIS INILEX SITE IMMEDIATELY AND YOU WILL HAVE NO RIGHT TO USE OR ACCESS THE INILEX
YOU SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR YOUR RECORDS.
You agree to the following:
- Scope and Controlling Terms
website associated with the sale or use of Inilex Products and Services.
- Inilex and Dealer shall be considered independent contractors acting for their own
accounts as seller and buyer, respectively, of Inilex Products and Services under
or employer-employee relationship is intended or created by this Agreement. Neither
party shall have the power or authority, or hold itself out as able, to obligate,
bind or make any commitment, representation or warranty, express or implied, on
behalf of the other party. Any personnel working for or on behalf of either party
shall not be considered employees, agents or representatives of the other party for
any purpose, and each party assumes full responsibility for the acts or omissions of
its own employees and agents, and shall be solely responsible for their supervision,
direction, control, compensation and benefits.
- Dealer agrees to comply with all federal, state, provincial, local and municipal
laws, statutes, ordinances, codes, rules and regulations.
- Payment, Shipping, and Delivery
- Prices, discounts, and other terms, if any, for the Products and Services are subject
to change at any time, to take effect not sooner than sixty (60) days following
written notice by Inilex. Any terms or conditions contained in any purchase order,
acknowledgment or confirmation (including any terms or conditions submitted
electronically) that are different from or in addition to those required under this
Agreement shall be void and of no force or effect unless agreed to in writing by an
Executive Officer of Inilex.
- Prices are exclusive of all federal, state, provincial, municipal or other government,
excise, use, sales, occupational or like taxes, tariffs, duties, fees or surcharges,
now in force or enacted in the future (collectively, “Taxes”). Any Taxes related to
this Agreement, except for Taxes on Inilex’s income, shall be paid by Dealer, except
in those circumstances where Inilex is required by law to collect such Taxes, or Dealer
presents an exemption certificate acceptable to the taxing authorities.
- Unless otherwise agreed in writing, payment shall be net fifteen (15) days from date of
invoice. Any amounts not paid when due shall bear interest at the rate of one and one
half percent (1.5%) per month.
- Inilex will pay for ground shipping. Shipping charges will be added for expidited
shipping. Dealer can elect to have shipments billed to its shipping account, and
instructions directing and authorizing Inilex must be included on each order
submitted. Third Party Shipping Carriers MUST be approved by Inilex. Title to Products
passes from Inilex to Dealer on shipment from Inilex’s facility. Dealer must notify
Inilex within 10 days of the date of invoice if Dealer believes any part of its purchase
is missing, wrong or damaged.
- Certain Agreements of the Dealer
- Upon installation and/or sale of the Inilex Product, Dealer will promptly provide to
Inilex the necessary customer and vehicle information with respect to the installed
Inilex Product by submitting the required information on the approved Inilex form, and
in the manner directed by Inilex.
- Dealer’s sales efforts on behalf of Inilex shall be directed exclusively to end-users of
the Inilex Products and Services. Without limiting the foregoing, Dealer understands and
acknowledges that Dealer shall not offer or sell the Inilex Products or Services to any
wholesaler, manufacturer or other retailer.
- In connection with the sale of the Inilex Products and Services product to a customer,
Dealer will obtain their customer’s signature on the sales form provided to Dealer by
Inilex, which includes the Terms and Conditions of the services offered to customers (the
“Sales Form”). Dealer will provide a copy of the executed Sales Form to Inilex and
agrees to protect the Sales Form from unauthorized access or disclosure to the full extent
required under applicable law. Dealer will not modify or otherwise alter the Sales Form
in any manner whatsoever. Dealer will ensure that the Sales Form is properly and fully
completed at the time of Dealer’s sales. Dealer will offer Inilex Products and Services on
an optional basis only, and expressly agrees not to require their customer to purchase
Inilex Products or Services as a condition of sale, lease, or financing of any vehicles.
Dealer agrees that the Inilex Products and Services shall only be resold by qualified sales
professional that have been properly trained regarding the product.
- Dealer grants Inilex the right to include Dealer identification and/or association in
Inilex's marketing materials.
- Dealer shall have permission to use any of Inilex’s trademarks, service marks, trade names,
logos, domain names, or other commercial, product or service designations (collectively,
“Trademarks”) for the purposes of promoting, marketing, advertising and/or selling the
Products. Inilex reserves the right to terminate said permission with respect to any
Trademark if Inilex determines, in its sole discretion, that Dealer’s use of such Trademark
harms the reputation of Inilex. Any and all use of the Trademarks by Dealer shall inure to
the benefit of Inilex, which shall at all times have exclusive ownership of all Trademarks,
and Dealer shall not take any action inconsistent with such ownership.
- Unless otherwise agreed to in writing by Inilex, Inilex Products shall be installed by
Dealer at Dealer’s cost.
- Dealer shall be responsible for obtaining and maintaining all equipment or ancillary
services needed to connect to or access the Inilex website and Inilex services, including,
without limitation, computers, modems, hardware, software, ISP providers, and any other
telecommunication services. As a condition of access to Inilex’s website and services,
Dealer hereby further agrees that:
- Dealer will not use the Inilex website or Inilex services (i) for any unlawful
purpose; (ii) in any manner that would damage, disable, overburden, or impair the
Inilex Products and Services, Inilex website, or any Inilex servers; (iii) in any
way which damages Inilex's business operations, services, reputation, employees,
facilities, or service providers; or (iv) for any other purpose that is prohibited
by this Agreement.
- Dealer will not obtain, use, or attempt to obtain or use, any materials,
information or functions through any means not intentionally made available, or
provided for, through the Inilex Products and Services and Inilex website.
- Dealer will not use any information Dealer receives from the Inilex services
or the Inilex website except as expressly authorized by this Agreement or by
Inilex. Dealer shall not use any such information for any purpose not permitted
by this Agreement. Dealer cannot copy, store, reproduce, distribute, modify,
display, publish, perform, transmit, broadcast, or create derivative works from any
- Dealer will not upload to, distribute or otherwise publish on or through, or
transmit on or through, the Inilex website or Inilex services (i) any message,
data, information, text, work, or other material ("Content") that is (in Inilex’s
determination) unlawful, libelous, defamatory, obscene, pornographic, indecent,
lewd, harassing, threatening, invasive of privacy or publicity rights, abusive,
inflammatory, or otherwise objectionable; or (ii) any Content that may infringe
any patent, trademark, trade secret, copyright, or other intellectual or
proprietary right of any party anywhere.
- Without limiting the generality of the foregoing, Dealer agrees that Dealer is
prohibited from violating or attempting to violate the security of the Inilex
website, the Inilex server or any third party sites, including, without limitation:
Any violations of any system or network security (including, but
not limited to, that of the Inilex website or the Inilex server) may result in
civil or criminal liability and Inilex has the right to investigate occurrences
that may involve such violations and may involve, and cooperate with, law
enforcement authorities in prosecuting users who are involved in such violations.
Inilex reserves the right to cooperate with any and all law enforcement agencies,
including complying with warrants, court orders and subpoenas and disclosing to
law enforcement agencies any information about any Dealer and anything a Dealer
does with respect to the Inilex website and any third party site. By accepting
this Agreement, Dealer authorizes Inilex to take such action.
- accessing data not intended for such Dealer or logging into a server or
account which the Dealer is not authorized to access;
- attempting to probe, scan or test the vulnerability of a system or network
or to breach security or authentication measures without proper
- attempting to interfere with service to any user, host, or network,
including, without limitation, via means of submitting a virus to, or
overloading, "flooding," "spamming," "mail bombing," or "crashing"
the Inilex website, Inilex server, or any third party site.
- Inilex has the absolute right to immediately terminate, without warning, any
account and rights to access any Inilex website which it believes, in its sole
discretion, breaches any of the provisions of this Agreement and Dealer will be
responsible for any damages sustained by Inilex, or any amount claimed by any
third party against Inilex, plus any expenses, resulting in whole or in part
from any such breach by Dealer.
- To the extent applicable to it, Dealer shall at all times comply in all material respects
with all laws, legislation, rules, regulations, governmental requirements and industry
standards (including the Gramm-Leach-Biiley Act) applicable to such party with respect to
the performance by each party of its obligations hereunder. Without limiting the foregoing,
each party will keep all nonpublic personal information received or obtained from the other
party confidential and shall use such nonpublic personal information only for the
reasonable purposes for which the party delivered the nonpublic personal information.
Moreover, each party will implement and shall use administrative, electronic, technical and
physical safeguards and procedures designed to protect the security, confidentiality and
integrity of, to prevent unauthorized access to or use of, and to ensure the proper
disposal of, nonpublic personal information.
- Intellectual Property
- Inilex shall retain all right, title and interest, including all intellectual property
rights, in and to the Inilex Products and Services including but not limited to any
information or data regarding vehicle diagnostics, vehicle locations and other data
derived from use of the Inilex Products and Services. Apart from the license rights
expressly set forth in this Agreement, Inilex does not grant and Dealer does not receive
any ownership right, title or interest nor any security interest or other interest in any
intellectual property rights relating to the Inilex Products and Services, nor in any
copy of any part of the foregoing. Dealer shall not use, license, sell or otherwise
distribute the Inilex Products and Services except as provided in this Agreement, and
shall not attempt to reverse engineer, decompile or disassemble any portion of the Inilex
Products and Services. Dealer shall not modify the Inilex Products or Services. If,
however, Dealer develops any new technology or invention related to the Inilex Inilex
Products or Services (“Improvements”), Dealer shall immediately notify Inilex in writing
of such and shall assign ownership of all rights in such Improvements.
- Limited Warranty
- Inilex warrants to Dealer for a period of one (1) year from the date of shipment of
the Product to Dealer (“Warranty Period”) that the Inilex Products, if unmodified and
operated as directed by Inilex, will function in accordance with Inilex’s then current
functional specifications for such Inilex Products. In the event of any nonconformity
that is reported to Inilex during the Warranty Period, Inilex (or its designee) may, in
its sole discretion, either (i) remedy the nonconformity within a reasonable period
after verification thereof; or (ii) refund all payments paid to Inilex by Dealer under
this Agreement directly related to the non-conforming Inilex Products. THIS SECTION
5.1 STATES DEALER’S SOLE REMEDY FOR A BREACH OF THE LIMITED WARRANTY OF THE INILEX
PRODUCTS AND SERVICES. Inilex warranties shall not be enlarged by, nor shall any
obligation or liability of Inilex arise due to, Inilex providing technical advice,
facilities, or service in connection with the Inilex Products or Services.
- Returns and exchanges of Product(s) are subject Inilex’s return policy and require a
RMA from Inilex, as the same may be changed by Inilex from time to time. Dealer must
return Product(s) to Inilex in their original packaging. Dealer is responsible for
risk of loss, shipping and handling fees for returning or exchanging Product(s). If
Dealer fails to follow the return or exchange instructions and policies provided by
Inilex, Inilex is not responsible whatsoever for Product(s) that are lost or damaged.
- EXCEPT AS SET FORTH IN SECTION 5.1, THE INILEX PRODUCTS AND SERVICES ARE OFFERED “AS IS,”
AND INILEX GRANTS AND DEALER RECEIVES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY
STATUTE, COMMUNICATION OR CONDUCT WITH DEALER, OR OTHERWISE. ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT ARE HEREBY LIMITED
IN DURATION TO THE DURATION OF THE LIMITED WARRANTY. WITHOUT LIMITATION OF THE ABOVE, ALL
DATA AND INFORMATION PROVIDED BY INILEX AND/OR ITS SERVICE PROVIDERS TO DEALER AND END-USERS
IS PROVIDED ON AN “AS IS” BASIS AND INILEX GRANTS NO WARRANTY THAT THE INILEX SERVICE IS
ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, AND GRANTS NO WARRANTY REGARDING ITS USE OR
THE RESULTS THEREFROM. DEALER IS PROHIBITTED FROM MAKING ANY WARRANTY OR ASSUMING ANY
OBLIGATION OR LIABILITY ON INILEX’S BEHALF IN CONNECTION WITH THE SALE, INSTALLATION OR USE
OF THE INILEX PRODUCTS OR SERVICES.
- Limitation of Liability
- IN ACCORDANCE WITH APPLICABLE LAW, DEALER WAIVES IMPORTANT RIGHTS. DEALER AGREES THAT
NEITHER INILEX NOR ANY OF ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, OR
CONSULTANTS OR SERVICE PROVIDERS, SHALL BE LIABLE TO THE DEALER OR ANY END-USER FOR ANY
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE INILEX
PRODUCTS OR THE PERFORMANCE OF THE INILEX SERVICES. THE LIMITATION OF LIABILITY SHALL
INCLUDE, WITHOUT LIMITATION, INJURIES TO PERSONS OR PROPERTY ARISING OUT OF OR RELATING
TO USE OF INILEX PRODUCTS OR INILEX SERVICES, DAMAGES ARISING OUT OF OR RELATING TO THE
INSTALLATION, REPAIR, OR MAINTENANCE OF INILEX PRODUCTS, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS,
EVEN IF INILEX OR DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
CUMULATIVE LIABILITY OF INILEX TO DEALER UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO
FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, PERSONAL INJURY, OR PRODUCTS LIABILITY)
IS LIMITED TO AND SHALL NOT EXCEED THE AMOUNTS PAID BY DEALER TO INILEX UNDER THIS
AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT AND/OR PRODUCT
GIVING RISE TO THE DAMAGES. THE FOREGOING ALLOCATION OF RISK AND LIMITATION OF
LIABILITY HAS BEEN NEGOTIATED AND AGREED BY THE PARTIES AND FORMS THE BASIS OF THEIR
WILLINGNESS TO ENTER INTO THIS TRANSACTION.
- The terms and conditions set forth in this Section 8 are collectively referred to as the
has the absolute right to immediately terminate, without warning, this Agreement and any
rights to access any Inilex website in connection with the Inilex Products and Services
that are the subject of this Agreement, in the event Inilex believes, in its sole
- Dealer is solely responsible for maintaining the confidentiality of the Dealer’s
identification number and other security authorization information, including, but
not limited to, login and passwords (collectively, the “Dealer Security Data”) and
the Dealer is responsible for all uses of their Dealer Security Data. Dealer is
required to immediately notify Inilex of any unauthorized use of its Dealer Security
Data. Neither Inilex nor any service provider has any obligation to inquire about the
authority of anyone using the Dealer Security Data.
- Dealer hereby acknowledges and agrees that, in the course of providing the Inilex
Products and Services and operating any Inilex website, subject to applicable law,
Inilex is hereby permitted to collect, maintain, and use any information made available,
or otherwise disclosed, by or on behalf of the Dealer, in any way it deems appropriate
in order to carry out the Inilex services or any of the other provisions of this
Agreement, including, but not limited to, the following uses:
For purpose the foregoing, this information includes any data or other information made
available to Inilex arising out of the Dealer’s use of the Inilex Products and Services
and the Inilex website, including, but not limited to:
- to provide Inilex Products and Services to any vehicle equipped with Inilex
products, including sharing that information with roadside assistance providers,
emergency service providers, and other third party service providers;
- to check and maintain the Inilex Products and Services;
- to provide information to the vehicle manufacturer, owner, lessee, secured
lender or insurance company or to law enforcement officials about the
vehicle’s operation, location or status;
- to evaluate and improve the Inilex Products and Services and offer Dealer new
products and services;
- to provide information to third party service providers in order to provide
new products and services; and
- to comply with legal requirements, valid court orders and exigent circumstances.
- information in any way related to the lease, loan or any security interest in and to the vehicle;
- information provided or obtained for the purpose of selling Inilex Products or Services to
Dealer’s customers or granting any website access to Dealer or Dealer’s customers;
- information about the operation, location or features of any vehicle equipped with Inilex products;
- information about any and all use of the Inilex Products and Services and Inilex website; or
- the Dealer Security Data.
- DEALER HEREBY ACKNOWLEDGES AND AGREES THAT INILEX, SUBJECT TO APPLICABLE LAW, WILL NOT BE LIABLE TO
DEALER OR TO ANY OTHER PARTY FOR ANY INJURIES, HARM, CLAIMS OR DAMAGES OF ANY KIND (UNDER ANY AND ALL THEORIES
OF LAW) WHICH MAY ARISE OUT OF, OR ARE RELATED IN ANY WAY TO, INILEX’S COLLECTION, MAINTAINENCE, DISCLOSURE OR
OTHER USE OF ANY OF THE INFORMATION OBTAINED IN CONNECTION WITH THE SALE OR PROVIDING OF INILEX PRODUCTS AND
- General Provisions
- Severability. Should any one or more provisions of this Agreement be determined to be illegal,
invalid or unenforceable, such provision or provisions shall be modified to the minimum extent necessary
to make it or its application valid and enforceable. If modification of such provision or provisions
cannot cure such illegality, invalidity or unenforceability the provision or provisions in question shall
then be severed and the remaining provisions shall be interpreted and if need be modified in a manner
which provides the maximum enforceability and validity of the entire remaining Agreement.
- Waiver. No failure to insist upon the strict performance of any term or condition of this
Agreement or to exercise any right or remedy consequent upon the breach, and no acceptance of full or
partial payments due under this Agreement during the continuance of any breach shall constitute a waiver
of the breach or the term or condition. No term or condition of this Agreement to be performed or
observed by Dealer and no breach shall be waived, altered or modified except by written instrument
executed by Inilex. No waiver of any breach shall affect or alter this Agreement but each term and
condition of this Agreement shall remain and continue in effect with respect to any other existing or
- Governing Law. This Agreement shall be governed solely by the laws of the State of Arizona
without giving effect to any conflict of laws provisions thereof. Each party hereby consents to the
exclusive jurisdiction of the state and federal courts sitting in Maricopa County, Arizona for any
action that may be brought under or in connection with this Agreement or the transactions contemplated
by this Agreement.
- Attorneys’ Fees. If either party files an action against the other party concerning this
Agreement, the prevailing party shall be entitled to recover court costs and reasonable attorneys'
fees from the other party.
- Counterparts. This Agreement may be executed in two or more counterparts, each of which will
be deemed an original, but all of which together will constitute one and the same instrument and be
binding upon the Parties.
- Entire Agreement and Modifications. Each party acknowledges that it has read this Agreement
and agrees that this Agreement is the complete and exclusive statement of the parties and supersedes
and merges all prior proposals understandings and agreements, oral or written, between the parties
relating to the subject matter hereof. No modification, amendment, supplement to or waiver of this
Agreement shall be binding upon the parties hereto unless made in writing and duly signed by both
parties, including an Executive Officer of Inilex.