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General Terms and Conditions

  1. General
    • These General Terms and Conditions, together with each Service Order Form that references and incorporates these Terms, including any addendum to such Service Order Form, shall comprise the “Agreement” between ASCEND and the Customer identified on the Services Order Form for the purchase of the ASCEND services specified on the Service Order Form. All other terms and conditions, variations to these printed terms are excluded unless ASCEND and Customer agree in writing signed by the parties' authorized representatives. Unless otherwise expressly agreed by the parties in writing, additional purchases of Services are subject to the terms and conditions incorporated by reference into the Service Order Form governing such additional purchases. The terms of these Agreements shall supersede all prior terms, understandings, or agreements between the Customer and ASCEND. The Customer acknowledges and agrees that the Service Order Form and addendums may be validly signed electronically. Any notice given in respect of this Agreement shall be in writing and delivered to the registered office or principal place of business of the other.
  2. Services
    • Subscription Term. The Lease Term for each subscription (the “Subscription Term”) purchased hereunder shall commence on the date of a Customer’s Service Order (“Services “) or upon 30 days from Product shipment to Customer, whichever occurs first, and shall continue for an initial period of thirty-six (36) months unless terminated earlier by ASCEND. This Agreement shall automatically renew for additional twelve (12) month periods unless customer provides ASCEND with written notice of its intention not to renew the Agreement no less than sixty (60) days prior to the termination of the then-current term.
    • Termination of Service. This Agreement and Subscription Order Form may not be terminated by Customer or ASCEND during the Subscription Term except ASCEND may terminate or restrict Service, without liability, if (i) Customer materially breaches obligation(s) hereunder; or (ii) ASCEND has reason to believe that Customer, any of Customer agents or any third-party is abusing the Service or Equipment (as defined in Section 3.1 hereof) or using the Service or Equipment fraudulently or unlawfully. In no event may Customer terminate this Agreement or any portion of the Subscription Order Form with respect to Services for which the Equipment has already been installed. Customer is obligated to pay all fees for the subscriptions related to such installed Equipment.
  3. Ownership Rights
    • Ownership. Customer acknowledges that ASCEND and its suppliers own all rights, title, and interest in the Equipment and Services, including but not limited to all worldwide copywrites, trade secrets, patents, confidential information, proprietary and intellectual property. Customer does not acquire any rights, expressed or implied, in the Equipment or Services other than those in this Agreement.
    • Title. Title in Equipment shall remain at all times with ASCEND. ASCEND may enter the Customer’s property to repossess the Equipment if payments are not received in full by their due dates.
  4. Installation of Equipment
    • ASCEND Installation. The provisions of Services as contemplated herein require the installation of certain ASCEND-owned equipment (the “Equipment”) into Customer vehicles. All Equipment delivery times and dates are approximate but ASCEND and Customer shall use their best reasonable efforts to respect them. The parties shall each make commercially reasonable efforts to schedule and complete the Equipment installation within thirty (30) days from the date this Agreement is executed unless an alternate schedule is agreed upon in advance by both parties. ASCEND shall not be liable for any loss or damage resulting from late delivery or installation.
    • Customer Installation. ASCEND, its employees, or sub-contractors shall normally carry out installations. In the event that installation is carried out by the Customer, the Customer’s employees, agents, representatives, or sub-contractors (“Self-install”), ASCEND shall not be liable for any loss or damage whatsoever, arising directly or indirectly, as a result of any negligence or failure to follow ASCEND’s written instructions in installing the Equipment. Should Customer Self-install, Subscription Term shall commence upon delivery of Equipment to Customer as evidenced by shipping carrier documented delivery date.
  5. Fees, Payments and Accounting Matters
    • Fees, Payment, and Accounting. ASCEND shall bill amounts due under each Schedule to the credit card authorized, ACH, or billing address provided in the or the Service Order Form. All payments to ASCEND are due in U.S. Dollars. ASCEND shall invoice each subscription's monthly Service fees as each Subscription Term commences. After commencement of the Subscription Term, the first partial month of Service shall be billed a prorated amount, along with the next full month of service; thereafter, each monthly Service Fee shall be billed in advance (next month’s service). Payment for service fees is due at the time of invoice. One-time fees will be invoiced to the Customer at the time of shipment; thereafter the Customer will be charged monthly service fees following the applicable schedule unless stated otherwise in the special instructions section of the Service Order Form. In the event of any returned charges or late payment, any unpaid balance shall bear interest at the rate of 1.5% per month, or the maximum amount allowed by law, if lower. The late charge shall be assessed for every month a balance remains unpaid and shall be prorated daily for each day the balance is overdue. All payments made against bills with late or penalty fees shall be first credited to such late or penalty fees and then to other costs. If balances remain unpaid after sixty (60) days, the Customer’s service is subject to shut off by ASCEND. Service will only be reinstated when ALL past due payments, reactivation fees, and the future one (1) month’s payment have been made. Customer shall pay for all reasonable costs of collection, including attorneys’ fees, incurred for any reason. All charges, fees, and prices are exclusive of all federal, state, and local withholding, excise, sales, use, and similar taxes, fees, surcharges, and other charges imposed by any governmental authority. Customer shall pay, as invoiced monthly, all taxes, fees, surcharges, and other expenses arising out of Customer leased services from ASCEND, unless Customer provides documentation reasonably satisfactory to ASCEND that Customer is exempt from same. ASCEND will not be required to provide advance notice of changes to taxes, fees, surcharges, or other charges unless required by applicable law. Customer is responsible for all duties, tariffs, and shipping costs. No setoffs by Customer in paying any fees or amounts due to ASCEND are allowed without ASCEND’s prior written approval which may be granted at its sole discretion.
    • Customer Credit. Customer’s continued use of the Service is contingent on ASCEND’s approval of Customer credit information. ASCEND may require Customer to update its credit information from time to time. Customer warrants and represents that all credit information furnished to ASCEND is and shall be current, complete, accurate, and true. ASCEND may require a security deposit from time to time hereunder.
  6. Service Warranty
    • Warranty Period for Equipment. ASCEND warrants that the Equipment shall comply with its written specifications. The Warranty Period for the Equipment shall commence on the date ASCEND delivers the Equipment to Customer regardless of the shipping or delivery method and shall continue for the entire duration of this Agreement and its renewals.
    • No Warranty for Customer Caused Issues. The warranties granted under or in accordance with this Section are void if failure of the Equipment has resulted from accident, abuse, incorrect customer or third-party installation, modification, or misapplication.
    • Remedy. Customer’s exclusive remedy under the foregoing warranties (and ASCEND’s entire liability) shall be repair or replacement, as determined by ASCEND in its sole discretion, of the Equipment (including any update or modification) that do not meet any warranty granted under or in accordance with this Section.
    • No Other Warranties. Except for the express limited warranty stated in this section, ASCEND disclaims all warranties with respect to the equipment and other services (including all updates and modifications) and its performance, including, but not limited to, any implied warranties of merchantability and fitness for a particular purpose. Customer acknowledges that ASCEND is not liable, among other things, if the equipment and other services do not operate free of errors, uninterrupted, or the equipment and services will not function in the Customer’s technology environment. In no event will ASCEND be liable for the loss of use of the asset when equipment is being repaired or replaced.
    • No Warranty for Taxes. Customer and ASCEND acknowledge that ASCEND shall not be responsible for the accuracy of any tax determination by ASCEND or the failure by Customer to remit any such taxes properly. Customer hereby indemnifies and holds ASCEND harmless from and against any liability or loss from or relating to the services provided by ASCEND and the Equipment and other Leased Products resulting from any tax, penalty, interest, additions to tax, surcharge, or other charge or expense payable or incurred by Customer.
  7. Coverage and Data Transmission
    • Customer’s use of products and services purchased from ASCEND is dependent on the availability and coverage of wireless networks and the availability of positioning systems and the Internet, which are owned and operated by third parties. ASCEND will not be responsible for the unavailability, termination or performance, degradation of or limits in wireless networks, wireless coverage, positioning systems or the Internet.
  8. Limitation of Liability
    • Limited Liability. Neither the Customer nor ASCEND shall be liable to the other for any economic (including, without limitation, loss of revenues, profits, contracts, business, or anticipated savings), special, indirect, incidental, exemplary, punitive, or consequential losses of damages or loss of goodwill in any way whether such liability is based on tort, contract, negligence, strict liability or otherwise arising from or relating to this Agreement or resulting from the use or the inability to use the Service or Equipment or the performance or non-performance of the Service or Equipment. It is the responsibility of the Customer to insure itself in the regard if it so desires.
  9. General
    • Governing Law. This Agreement shall be governed and interpreted and construed according to the laws of the State of Illinois, without regard to principles of conflict of laws.
    • Assignment. ASCEND reserves the right to assign this Agreement to a third party at any time during the Subscription Term. This Agreement is personal to the Customer, and the Customer may not assign, transfer, or convey (by operation of law or otherwise) this Agreement or any interest herein in whole or in part without the prior written consent of Temeda.
    • Responsibility. Each party represents and warrants to the other party that such party has the full corporate right, power, and authority to enter into these Terms of Use and every Schedule hereunder, and to perform the acts required of it hereunder. Customer shall comply with all applicable federal, state, local and foreign laws and regulations, including without limitation U.S. laws regarding the transmission of technical data and software which is exported or re-exported.
    • Independent Contractors. Customer and ASCEND are acting hereunder as independent contractors. Neither Party shall be considered or deemed to be an agent, employee, joint venture, or partner of the other Party.
    • Enforceability. If one or more provisions of any Schedule(s) or these Terms of Use are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded, (ii) the balance of the terms shall be interpreted as if such provision were so excluded, and (iii) the balance of the agreement between the parties shall be enforceable in accordance with its terms. Any waiver by either party of a breach of any term or provision will not operate as or be construed to be a waiver of any other breach of that or any other term or provision.
    • Force Majeure. Neither ASCEND nor Customer shall be liable to the other for delays in the performance of or completion of this Agreement if such delay is caused by strikes, earthquakes, riots, wars, government regulations, acts of God, fire, flood, or other similar causes beyond its control.
    • Privacy. Use of data arising from the Service shall be governed by the ASCEND Privacy Policy as may be modified from time to time, located at
    • Export. Customer shall not export, directly or indirectly, any item covered by these Terms of Use and/or any Schedule to any country in violation of any law or regulation, including without limitation any law or regulation of the U.S. Government or any agency. Customer is solely responsible for complying with all applicable export and import regulations and obtaining all necessary export and import licenses or permits for the direct or indirect export or import of any item. Customer will defend, indemnify, and hold Temeda harmless against any liability (including attorneys’ fees) arising out of Customer failure to comply with the terms of this paragraph.
    • Notices. All written communications to a party required hereunder must be in writing by registered or certified mail or sent by express mail.
    • Entire Agreement. This Agreement, including all exhibits referenced herein, constitutes the complete integrated agreement between the Parties concerning the subject matter hereof. In the event of a conflict between the terms of this Agreement and any Exhibits, the terms of this Agreement shall control.
    • Severability and Waiver. If any provision of this Agreement is adjudged by a court to be invalid or unenforceable, the Parties agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the Parties, and that this Agreement shall in any event otherwise remain valid and enforceable. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.