TERMS AND CONDITIONS

These terms and conditions (the “Terms”), together with Your Emovis OReGO application ("Application") constitute Your Emovis OReGO agreement (the "Agreement").  OReGO is a program managed by emovis technologies US, Inc. on behalf of the Oregon Department of Transportation (“ODOT”) that allows You to pay charges incurred for road usage in Oregon based on actual mileage as measured using a GPS-enabled Emvois OReGO device (a "Device") installed in Your vehicle. The Device technology and associated firmware and software are the property of Our subcontractor, Intelligent Mechatronic Systems, Inc. ("IMS") and constitute a part of the Emovis OReGO products and services. as that erm is used in these Terms.

As used herein, "You" and "Your" means the individual named on the Emovis OReGO account application who is the registered owner of the vehicle to be enrolled in the OReGO program.

"We", "Us", "Our" means emovis technologies US, Inc., a Delaware corporation with its principal place of business in Westbury, New York “Emovis”.

Definitions

“Driving Data” means the time of day, location and any and all other mileage data and information that is collected on or by a Device and input into the IMS Technology Systems for processing.

“IMS Technology” refers to any IMS proprietary technology including hardware/software, third party software or hardware, system, algorithms, processes or services which is made available for Your use under this Agreement including, by way of example and not limitation DriveSync® technology.

Acceptance of the Terms

By clicking “accept” before submitting Your online application for an Emovis OReGO account You accept these Terms and agree to be legally bound by them. If You do not agree with any part of these terms and conditions, You cannot use the Emovis OReGO products or services. Your use of the Emovis OReGO products and services is voluntary and requires Your strict compliance with these terms and conditions.

Emovis reserves the right to modify these Terms at any time. You can view the modifications to these Terms at any time by logging in to the customer portal at orego.emovis.us. We reserve the right to reject any Emovis OReGO application for any lawful reason.

Your Representations and Warranties

By clicking “Accept”, You represent and warrant that:

(1) You are the legal owner of the vehicle whose name appears on the vehicle’s registration document and You have the right to enroll the vehicle in the Emovis OReGO;

(2) You will keep the Emovis OReGO Device ("Device") installed and in good operating condition until it is returned to Us and, if the Device should fail for any reason while in Your possession You will promptly so notify Us and return the Device to Us for replacement in accordance with Our instructions;

(3) You will require anyone You permit to drive the vehicle to use the Device as required by these Terms, and You will inform any such person that Emovis, IMS or other authorized parties will have access to their Driving Data ;

(4) the Device will not be used for fraudulent or abusive purposes or in any way that risks damage to Us or Our business or reputation; and

(5) when You terminate your participation in Emovis OReGO, You shall send the Device back to Us according to the return instructions sent with the Device within 30 days.

Privacy; General Terms of Use

Our privacy policy can be viewed at https://orego.emovis.us/privacy-policy/

Our general Terms of Use can be viewed at https://orego.emovis.us/terms-and-conditions and are incorporated by this reference.

IMS's privacy policy can be viewed at https://drivesync.com/privacy-policy/.

Road Usage Charge Program; Your Charges

The Road Usage Charge Program (the “RUC Program”) was enacted by the Legislature and is codified at sections 319.883 – 319.945 of the Oregon Revised Statutes. The RUC Program authorizes ODOT to assess a per-mile charge (the “Road Usage Charges”) for drivers who volunteer to enroll in it. To cover their RUC Program charges, such drivers pay a quarterly sum into a account we have created for them (a "Account"). While driving on taxable roads, the rate per mile is in accordance with the rate specified in ORS 319. You will use Your Account online to pay Road Usage Charges You incur for vehicle miles traveled on taxable roads. We will track Your Road Usage Charges using the Device installed in Your vehicle, but it is Your legal duty under the RUC Program to report Your taxable mileage accurately, and You will remain liable to the state of Oregon (or to any other state in which You drive Your enrolled vehicle) for all Road Usage Charges or other road usage charges You incur even if the Device is disconnected or otherwise disabled.

We will provide You with access to a web portal that will allow you to view information relating to your mileage and fuel consumption and account statement and a Device. During your participation in Emovis OReGO You will also have the opportunity to participate in IMS’s Personal Telematics Service offering by using the DriveSync mobile application (the “DriveSync App”). If you use the DriveSync App, You acknowledge and agree that the Driving Data collected by Device will also be used by the DriveSync App. For the purpose of clarity, Your relationship with IMS in connection with the Personal Telematics Service offering and Your use of the DriveSync App will be governed solely by any applicable agreements entered into by You and IMS, including the end user license agreement incorporated into the DriveSync App.

You should direct questions regarding Your Account or transactions charged to Your Account to the Emovis Customer Service Center at the address, email and telephone number listed below:

orego@emovis.us

800-932-1619 (from 8:00 am to 5:00 pm PT)

You are responsible and liable for all Road Usage Charges You incur by driving Your vehicle on taxable roads. All outstanding Road Usage Charges must be paid within 30 days after the end of the month in which they were incurred. You will receive an e-mail notification if your account becomes past due. If you fail to pay all past due Road Usage Charges within 15 days after receiving such e-mail notification your account will be closed and we will report the unpaid charges to collection agencies.

We must report to ODOT if You fail to pay Road Usage Charges as and when payment is due. You shall not be entitled to use this Agreement as a defense to non­-payment of Your Road Usage Charges if the Device is not operating properly unless (a) You promptly and accurately report the malfunction to the Emovis Account Manager the existence and nature of the issue, and (b) We or ODOT are able to document the existence of the malfunction. Defective Devices, malfunctioning Devices, vehicle malfunctions or improper installation of the Device do not relieve You from liability for road usage charges under the laws of Oregon or any other jurisdiction. You are responsible for maintaining a working and properly installed Device at all times. If You fail to report promptly to Us that Your Device is not reporting mileage information for any reason, including, but not limited to, improper installation, problem windshields, vehicle onboard diagnostics issues, dead batteries or other Device malfunction, or if You fail to comply with our instructions after reporting such malfunction, You may be un-enrolled from the Emovis OReGO and may be reported to the ODOT. You will be liable for payment of any unpaid Road Usage Charges along with fines and penalties payable to the State of Oregon, and our reasonable collections expenses, court costs and other penalties which may include being disqualified from future enrollment in the Road Usage Charge program.

You are responsible for payment of all fees used prior to using taxable roads in any state where Our RUC program is provided. You shall pay your balance on time to cover applicable Road Usage Charges and other charges.

Data Collection

The Device collects, records and transmits to the following information to IMS (the “Driving Data”)

• Vehicle Identification Number (VIN) and vehicle communication interface information 

• Speed

• Time

• When the Device is plugged in or unplugged from the vehicle

• Location 

• Acceleration

• Regular status updates/heartbeats

• Fuel usage and other emissions related information.

• Vehicle health (Diagnostic trouble codes and electrical subsystem status)

Your Driving Data is overwritten on the Device after We receive it and will no longer be accessible. All data that We receive from the Device is retained in Our computer systems in accordance with Our privacy policy (which You can access at https://orego.emovis.us/privacy-policy). In addition to Your Driving Data, We may use the Device to collect anonymous traffic, travel, or other statistical information. By providing Us with Your e-mail address, You agree to receive information from Us, and Our consultants, agents or other fee operators via e-mail only and/or by telephone.

The Device

You will be provided a Device that You will plug into the onboard diagnostics (OBDII) port in your vehicle. This is the same port that mechanics use for vehicle diagnostics and other maintenance related activities.

These Devices are the property of IMS, and their use is subject to an agreement between Emovis and IMS that requires Your acceptance of these Terms. Ownership of and title to any Device provided to You by Emovis is and will remain with IMS for the duration of this Agreement. Upon termination of the Emovis OReGO (or your participation in the Emovis OReGO, whichever is earlier), IMS will provide you with packaging that will allow you to return the Device to IMS. You shall return the Device to IMS no more than thirty (30) days from Your receipt of the packaging.

We will provide one Device to You for each vehicle that You enroll in Emovis OReGO. We and IMS retain all right, title and interest in and to the Device and its firmware, respectively. You shall not tamper with  (that is, alter, modify, change, reverse engineer, copy or duplicate)  the Device or its firmware. If tampering is detected, the Device will be deactivated, You shall return the Device to Us immediately, You will be unenrolled from the OReGO program and You may be subject to legal action.

You agree that You will not: (i) reverse engineer, disassemble, decompile, alter, duplicate, translate, copy, or create derivative works of the IMS Technology; (ii) sell, license, lease, rent, transmit, publish or distribute any portion of the IMS Technology to any third party; or (iii) defeat, disable, or circumvent any protection mechanism related to the IMS Technology. The IMS Technology is not intended to be used for, and You may not use it for, safety of life applications or for any other application in which the use of, inability to use, or the accuracy, completeness or reliability of the IMS Technology could create a situation where personal injury, death, or serious environmental or physical damage may occur.

Transmission of data from the Device to IMS will be completed using a wireless cellular service (the “Wireless Service”), which IMS obtains through a third party wireless service provider (the “Wireless Provider”). You will have no contractual relationship with the Wireless Provider, nor will You be a third‐party beneficiary of any agreement with the Wireless Provider. The Wireless Provider will have no liability of any kind to You, including for: (i) any failure, temporary interruption, or disruption of the Wireless Service; (ii) any failure of or incompatibility of the Device; and (iii) any lack of security with respect to the Wireless Service. If the Wireless Provider incurs any losses in connection with: the Wireless Provider’s provision of the Wireless Service to You, or Your use of the Wireless Service, You will be responsible for payment of any amounts owed to the Wireless Provider as a result and for defending the Wireless Provider against any actions or claims made by third parties in connection therewith.

Putting the Device in a Different Vehicle

Under no circumstances may a Device be used in a vehicle that has not been registered as an authorized vehicle under Your Account. The vehicle, its unique Vehicle Identification Number and its unique license plate must be associated with Your account information and a vehicle may not be actively listed on more than one Account.

Un-enrollment

You may withdraw from Emovis OReGO any time You wish by visiting the Emovis Customer Service Center online at orego.emovis.us, provided that (1) You return the Device to Us in accordance with our instructions without delay and (2) You have paid all Road Usage Charges incurred as of the date on which Your enrollment is terminated. We will assist You in returning the Device at no cost. Failure to return the Device in good working condition and in a timely manner could result in a Device non-return charge of up to $120. Once we have confirmed that the Device is in good working order and You have paid all Your Road Usage Charges and related obligations, we will unenroll You from the RUC Program and Your rights and obligations under these Terms will terminate with effect from the time of Your unenrollment. If any Device is stolen or if any of the Emovis OReGO Services are used fraudulently, You must notify Emovis immediately and provide Us with such information and documentation as We may request (including, without limitation, police reports, witness statements and affidavits). We may suspend or restrict any and all services under the Road Usage Charge Program without prior notice to You if we have reason to believe You or anyone else has used Your Device in a fraudulent or unlawful manner.

If Your Account is terminated, either voluntarily or involuntarily, You shall immediately cease using any Device for any vehicle enrolled in Your name and remove any Devices from any vehicle that may travel on taxable roads in states that accept the Emovis Road Usage Charge Program as an electronic payment method. Using a Device while terminated may subject You to violation fees and fines. All activity incurred during terminated status may be charged to Your Account. No credits will be issued upon reactivating a terminated Device(s).

Voluntary or Involuntary Closure of Customer's Account

If Your Account is closed, either voluntarily by You or by Us based on Your violation of these Terms or of applicable law, all Devices listed on Your  Account will be terminated. We may prohibit You from opening subsequent account(s) if any previous account has been closed for violation of these Terms or of applicable law. 

Lost or Stolen Device

If the Device is lost or stolen, You shall notify the Emovis Customer Service Center immediately by phone to 1-800-932-1619, by email to orego@emovis.us or via the Emovis OReGO website (https://orego.emovis.us). All charges paid electronically using a lost or stolen Device will continue to be reflected on Your Account until You notify Us of the loss or theft in accordance with these Terms. Your Device status will be modified upon Our receipt of Your notice of the loss or theft. You will not be held responsible for future mileage fee activity on a lost or stolen Device after the Emovis Customer Service Center receives such notice. Road Usage Charges for authorized or unauthorized use of the Device in any vehicle registered to You shall continue to be chargeable to Your Account until You notify Us in accordance with this Agreement. If a Device previously reported lost or stolen is reactivated, any unpaid charges recorded while the Device was in a lost or stolen status will be charged to Your  Account if We determine the usage was the result of Your vehicle incurring the charges.

Refunds

Starting on January 1, 2020, participants will still get state fuel tax credited to their OReGO accounts as they use taxed fuel to drive taxable miles. However, it is a non-refundable credit.

Dispute of Charges

You must notify Us of any disputes of charges appearing on Your Account within 30 days after the charge is posted. All disputes are subject to Our review and approval and may require additional documentation or evidence from You.

Disclaimer of Warranties

The Emovis products and services , including any IMS Technology, provided to You in connection with Emovis Orego are provided “as is” with no guarantee of completeness, accuracy, timeliness or availability. Emovis, IMS and any other subcontractors used by Emovis specifically disclaim any and all representations, warranties and conditions, express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement. Emovis, IMS and any other subcontractors used by Us do not warrant that the Emovis products and services, including any IMS Technology, provided to you in connection with Emovis Orego you will be error-free, and further do not warrant that any online services will always be accessible, uninterrupted or available from the internet.

Limitation of Liability

Account Information. It is Your responsibility to maintain current and accurate account information on Our system and to exercise diligence in protecting Your logon and passwords.

IN NO EVENT WILL EMOVIS, IMS, OR ANY OTHER SUBCONTRACTOR OF EMOVIS (EACH, AN "EMOVIS PARTY" AND COLLECTIVELY THE "EMOVIS PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DEATH, PERSONAL INJURY, PROPERTY DAMAGE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION,LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE EMOVIS PRODUCTS AND SERVICES, THE IMS TECHNOLOGY, THE SOFTWARE PROVIDED UNDER THIS AGREEMENT AND/OR THE DEVICE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF AN EMOVIS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE EMOVIS PARTIES WITH RESPECT TO THIER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE PRODUCTS OR SERVICES PROVIDED HEREUNDER OR OTHERWISE SHALL NOT EXCEED THE TOTAL AMOUNT OF ROAD USE CHARGES YOU HAVE PAID IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE ALLEGED LIABILITY. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

ADDITIONALLY, THE EMOVIS PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS, DEMANDS, OR ACTIONS AGAINST YOU BY ANY PERSON, CORPORATION, OR OTHER LEGAL ENTITY RESULTING FROM THE USE OF THE DEVICE(S), CREDIT REPORT INQUIRY, CHECK AUTHORIZATION, AND/OR CHARGING AGAINST YOUR CREDIT CARD.

Miscellaneous

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon, exclusive of any conflicts of laws principles which would require the application of the laws of another jurisdiction.

IMS is an intended third party beneficiary to these Terms and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.