This is a legal agreement between the subscriber named on the front of the Subscriber Agreement ("you") and Sirius XM Connected Vehicle Services, Inc. ("Sirius XM"), governing the provision of Connected Vehicle Services to your Mercedes-Benz vehicle. Whether or not you have signed this agreement, by activating and using the Connected Vehicle Services, you accept and agree to be bound by the terms and conditions of this agreement.
1. Connected Vehicle Services. Sirius XM will provide the mobile monitoring and support services ("Services") included in the Service Plan you have selected, at the current published rates. The Services use Commercial Mobile Wireless Service purchased from one or more third party providers (the "Underlying Wireless Carrier"). This agreement does not give you any rights against the Underlying Wireless Carrier selected for the Services. The Underlying Wireless Carrier is, however, an intended third party beneficiary of the protections of this agreement. Sirius XM reserves the right, without prior notice, to add, change or delete individual features and services included in the Services provided to you. Sirius XM may also withhold Services, or may use the Services to locate your vehicle, if Sirius XM reasonably believes you are not the lawful owner or lessee of the vehicle or if Sirius XM is compelled to do so by governmental or court order.
2. Service Limitations. The Services are provided by Sirius XM, using a device and other hardware installed in your vehicle by the manufacturer ("TCU ") which receives global positioning satellite (GPS) signals and communicates with the response center via wireless and landline communications networks. The availability and use of the Services are subject to many limitations, including the following: (a) Services are available only if you have activated your account with Sirius XM; (b) Services are available only if your vehicle ignition is on, and your vehicle battery is charged and connected; (c) Services are available only within the 50 United States, Puerto Rico, and Canada, and only if you are within operating range of the designated wireless network; (d) Services may be impaired by land-line and wireless communications problems caused by atmospheric or topographical conditions, busy cells, capacity limitations, equipment problems, equipment maintenance, and other factors and conditions; (e) Services may be affected by inherent limitations of your vehicle's electrical system and architecture, or if any of the components of your vehicle's TCU have been damaged or are defective; (f) Services are not available if the GPS system is not working or the signals are obstructed; (g) A small error built into the GPS system may impair Sirius XM's ability to determine your vehicle's precise location; and (h) Services may be limited to geographic areas where map data and emergency (911) contact information is available in Sirius XM's databases, which may be less than that which is otherwise generally available. Your TCU uses analog and/or digital cellular telephone signals to communicate with Sirius XM. If the wireless carrier terminates or restricts analog and/or digital service, the Services will not be available. UNDER THIS CIRCUMSTANCE, SOME OR ALL OF THE SERVICES MAY BE SUSPENDED OR TERMINATED WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOUR VEHICLE MANUFACTURER, SIRIUS XM, THE UNDERLYING WIRELESS CARRIER OR ANY THIRD PARTY BENEFICIARY.
3. Terminating or Transferring Services. You or a subsequent owner of your vehicle may terminate your account for Services to your vehicle, upon submission of proper documentation to Sirius XM. It may be possible, with Sirius XM's consent, to transfer the Services to another properly equipped Mercedes-Benz vehicle owned or leased by you. In the event your request to transfer the Services to another properly equipped Mercedes-Benz vehicle owned or leased by you is accepted by Sirius XM, this agreement will remain in effect for the replacement vehicle, the account for your original vehicle will be credited and the new account will be charged. It may also be possible to transfer the Services to a subsequent owner of your vehicle, with Sirius XM's consent and subject to the subsequent owner's agreeing to such terms and conditions for service as required by Sirius XM. Except in the case of a permitted transfer, no pro-rated refunds will be given if you terminate your account prior to the expiration of the then current term of this agreement.
4. Your Duties. You agree to: (a) be fully responsible for the protection of your password; (b) use the emergency and roadside Services only for actual emergencies and roadside assistance needs; (c) follow the instructions for use of the TCU and the Services; (d) furnish all contact and other information requested by Sirius XM and notify Sirius XM immediately of any change in the information or in the ownership of your vehicle; (e) properly maintain your vehicle and the TCU; (f) not use the Services in violation of any laws or for any unlawful or abusive purpose; (g) not use the Services in any manner that could harm Sirius XM, the Underlying Wireless Carrier or any other person; and (h) use the map, routing and traffic information and other content included in the Services only for your own personal use and not resell, retransmit or modify the information and content.
5. Service Duration. The initial term of this agreement is one year, or the longer period you have selected in the Service Plan. This agreement will automatically renew for successive one-year renewal terms, unless you or Sirius XM provides notice of cancellation to the other party at least 30 days before the beginning of the next renewal term. You may cancel service either by sending a written cancellation notice to Sirius XM or by calling Sirius XM at the toll-free number, 1-800-756-9018, Option 4. You must provide your password to cancel service. Sirius XM will endeavor to notify you prior to the beginning of each renewal period. Sirius XM will send written notice to you at least 45 days before the beginning of any renewal term if Sirius XM is changing the subscription fee or any of the Services included in your Service Plan. If you fail to timely deliver a cancellation notice, then your Services will continue and you will be charged for another year.
6. Subscription Fee. The subscription fee for the Service Plan you have selected is payable in advance of the initial term and any renewal term. The subscription fee is not refundable. The fee for routing assistance is charged on a per-use basis and is payable monthly within 30 days of the invoice date. For any late payment you may be charged a $5.00 late fee. By providing your credit card or bankcard number, you authorize Sirius XM to charge your account for all fees, wireless charges, taxes and other amounts due under this agreement. You authorize Sirius XM to review your credit history and obtain credit reports to determine your credit worthiness. If Sirius XM determines you are not credit worthy, Sirius XM may refuse to extend credit to you, may refuse to provide Services, or may cancel this agreement.
7. Taxes and Other Charges. You are responsible for and agree to pay all sales and telecommunications taxes, and all other taxes, fees and charges imposed on you, Sirius XM, your vehicle dealer or manufacturer, the Underlying Wireless Carrier or the TCU manufacturer, in connection with the purchase and installation of the TCU and the provision and use of the Services. The taxes, fees and charges will be added to your bill.
8. Wireless Network Charges. Except as noted on the front of this agreement, you are responsible for and agree to pay all telecommunications costs, including wireless access and airtime charges, associated with Services to your vehicle. The costs will be added to your bill.
9. Termination or Modification for Excessive Use. If Sirius XM determines your usage of the Services is so excessive it interferes or could interfere with Sirius XM's ability to provide timely, high-quality services to its other subscribers, or if Sirius XM determines your usage constitutes a nuisance or is otherwise not consistent with the terms of this agreement, then Sirius XM may in its discretion suspend, modify or terminate the Services provided to you, without any advance notice. These rights are in addition to those in Section below titled "Default and Termination."
10. Responsibility in Emergency Situations. When Sirius XM receives an "S.O.S." signal from your vehicle, Sirius XM will attempt to determine if an emergency exists. If Sirius XM believes an emergency exists, Sirius XM will attempt to contact a public safety provider or answering point to request assistance. Sirius XM will also attempt to call one of your third party emergency contacts if you request. Neither Sirius XM nor the Underlying Wireless Carrier guarantee Sirius XM will successfully contact the appropriate emergency agency or your third party emergency contacts, or emergency personnel will respond to the call or locate your vehicle. Neither Sirius XM nor the Underlying Wireless Carrier is responsible for any failure or delay in responding to an emergency or for the quality of service delivered, whether the failure is the fault of Sirius XM, the Underlying Wireless Carrier or any third party service provider. You release Sirius XM and the Underlying Wireless Carrier from all liabilities and losses (including physical injury or death) you or others may suffer in an emergency situation.
11. Special Information Concerning Wireless Service. You do not have any right in the wireless phone number assigned to your TCU. Sirius XM can change the number at any time. As a condition to providing wireless service, the Underlying Wireless Carrier requires your agreement to the following terms. You agree you have no contractual relationship whatsoever with the Underlying Wireless Carrier and you are not a third-party beneficiary of any agreement between any entity and the Underlying Wireless Carrier concerning your Services. IN ADDITION, YOU EXPRESSLY AGREE THE UNDERLYING WIRELESS CARRIER HAS NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO YOU.
12. Default and Termination. If you fail to timely pay any amount due under this agreement, Sirius XM may terminate this agreement upon 10 days written notice to you. If you breach any other term of this agreement, Sirius XM may terminate this agreement upon 30 days written notice to you. These rights are in addition to any others Sirius XM may have. If Sirius XM brings an action to enforce its rights against you, you agree to pay all reasonable costs of enforcement, including attorneys' fees. IF SIRIUS XM TERMINATES THIS AGREEMENT, YOU WILL NOT BE ABLE TO ACCESS ANY OF THE SERVICES, INCLUDING EMERGENCY SERVICES, AND YOU WILL NOT BE ENTITLED TO A REFUND OR CREDIT.
13. Force Majeure. Sirius XM will not be responsible for the failure to provide Services to you if caused by any of the following: any act or omission of any wireless carrier (including interruption of cellular service), any emergency agency or any other third-party service or product provider; equipment failures or shortages; damage to the Sirius XM response center, any land or wireless communications networks or the GPS system; acts of nature, labor strikes or war; or any other act or event that is outside of the reasonable control of Sirius XM. UNDER ANY OF THESE CIRCUMSTANCES, SIRIUS XM MAY AT ITS OPTION SUSPEND OR TERMINATE ALL OR SOME OF THE SERVICES OR TERMINATE THIS AGREEMENT WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY; MOREOVER, YOU WILL NOT BE ENTITLED TO A REFUND OR CREDIT.
14. Third Party Beneficiaries. The following parties are considered third party beneficiaries under this agreement: affiliates of Sirius XM and the Underlying Wireless Carrier; Mercedes-Benz USA, LLC ("MBUSA") and its distributors and dealers; and third party service and product providers involved in delivering the Services (for example, providers of map data, traffic and routing information, and other content).The disclaimer of warranties and limitations of liability extend to these third party beneficiaries. To the extent any of these third party beneficiaries impose further terms and conditions on providing services (for example, the end user terms covering navigation and location data), by using the Services, you also agree to be bound by those additional terms and conditions. You can obtain a copy of these additional terms and conditions at www.connectedvehicleservices.com or by contacting Sirius XM at 1-800-756-9018, Option 4.
15. Disclaimer of Warranties. Your vehicle's limited warranty covers only the TCU in your vehicle, and does not cover the Services or the wireless service. EXCEPT FOR THE VEHICLE'S LIMITED WARRANTY FROM your vehicle manufacturer, NEITHER SIRIUS XM NOR ANY THIRD PARTY BENEFICIARY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICES (INCLUDING ANY CONTENT OR OTHER INFORMATION DELIVERED TO YOU AS PART OF THE SERVICES), THE WIRELESS SERVICE OR THE TCU, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL WARRANTIES WITH RESPECT TO THE SERVICES, THE WIRELESS SERVICE OR THE UNIT ARE EXPRESSLY DISCLAIMED.
16. Limitations of Liability/Release/Indemnification. The Services are provided to you merely as a convenience and are not intended as a substitute for insurance. The amount of fees for Services are not related to the value of your vehicle or its contents or to the potential cost of any injury or loss suffered by you or anyone else. You should obtain and maintain adequate insurance covering such injuries and losses. YOU AGREE TO RELEASE SIRIUS XM, THE UNDERLYING WIRELESS CARRIER AND EACH THIRD PARTY BENEFICIARY FROM ALL CLAIMS, LIABILITIES AND LOSSES IN CONNECTION WITH THE SERVICES, INCLUDING, BUT NOT LIMITED TO CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE TOTAL OR PARTIAL FAILURE OF PERFORMANCE OF THE SERVICES, EVEN IF CAUSED BY THE NEGLIGENCE OF SIRIUS XM OR THE MALFUNCTION OF THE TCU. YOU AGREE TO INDEMNIFY SIRIUS XM, THE UNDERLYING WIRELESS CARRIER AND EACH THIRD PARTY BENEFICIARY AGAINST ALL SUCH CLAIMS, LIABILITIES AND LOSSES BROUGHT BY THIRD PARTIES. YOU FURTHER AGREE, THIS RELEASE EXTENDS TO ANY PARTY CLAIMING UNDER YOU AND THAT NO INSURANCE COMPANY WILL HAVE ANY RIGHT OF SUBROGATION. NEITHER SIRIUS XM, THE UNDERLYING WIRELESS CARRIER, NOR ANY THIRD PARTY BENEFICIARY WILL BE LIABLE TO YOU OR ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) IN CONNECTION WITH THE SERVICES OR THE TCU, EVEN IF SIRIUS XM, THE UNDERLYING WIRELESS CARRIER, OR THE THIRD PARTY BENEFICIARY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY TO ALL CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS IN CONTRACT AND TORT (SUCH AS NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THOSE PARTICULAR LIMITATIONS MAY NOT APPLY TO YOU. IF SIRIUS XM, THE UNDERLYING WIRELESS CARRIER, OR ANY THIRD PARTY BENEFICIARY IS FOUND LIABLE TO YOU FOR ANY REASON, YOU AGREE THAT THE AGGREGATE LIABILITY OF ALL THESE PARTIES TO YOU FOR ANY CLAIM IS LIMITED TO THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES DURING THE 12 MONTHS PRECEDING THE DATE YOUR CLAIM AROSE. NEITHER SIRIUS XM, THE UNDERLYING WIRELESS CARRIER NOR ANY THIRD PARTY BENEFICIARY WOULD HAVE AGREED TO PROVIDE THE SERVICES TO YOU IF YOU DID NOT AGREE TO THIS LIMITATION. THIS AMOUNT IS THE SOLE AND EXCLUSIVE LIABILITY OF SIRIUS XM, THE UNDERLYING WIRELESS CARRIER AND THE THIRD PARTY BENEFICIARIES TO YOU, AND IS PAYABLE AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. Except where prohibited by law, you may not bring any claim against Sirius XM, the Underlying Wireless Carrier or any Third Party Beneficiary more than one year after the claim arises.
17. Security on Wireless Network. The Services employ wireless telephone networks that use radio channels to transmit voice and data. Therefore, neither the privacy nor security of conversations or data over the wireless telephone networks can be guaranteed.
19. General Legal Matters. Notices must be given in writing unless the receiving party expressly permits verbal notice. Notices to you will be deemed given if deposited in the U.S. mail, postage prepaid, addressed to you at the last known address as shown on the records of Sirius XM. Notices to Sirius XM shall be deemed given when received at 1290 Avenue of the Americas, 11th Floor, New York, NY 10104, Attn: Legal Department. We may assign this agreement in whole or in part without notifying you. If any portion of this agreement is held to be invalid or unenforceable by a court, the balance of the agreement will continue to be valid and enforceable. This agreement is governed by Texas law. This agreement, including disclaimer of warranties and limitations of liability, will be enforceable against your heirs, successors and assigns.
20. Service Declined. BY SELECTING THIS OPTION, YOU ACKNOWLEDGE THAT THE TCU WILL NOT BE ACTIVATED. YOU FURTHER ACKNOWLEDGE, NONE OF THE SERVICES, INCLUDING AUTOMATIC COLLISION NOTIFICATION, WILL BE AVAILABLE TO YOU.
Updated for Business purposes on 12/12/2016