Welcome to Alfa Connect and SiriusXM Guardian. Alfa Connect is a consumer wireless service and platform for use in specially-equipped Alfa Romeo vehicles (“Vehicle(s)”) and related smartphone applications. Alfa Connect also provides you with access to SiriusXM Guardian Services, a suite of connected vehicle services and applications provided to you exclusively by Sirius XM Connected Vehicle Services Inc. (“Sirius XM”). By acknowledging your agreement to these terms through registration and using Alfa Connect or SiriusXM Guardian Services, you agree that you are bound by these Terms of Service (the “Terms”), as well as any other written services and transaction materials that you may receive or be referred to and any confirmation materials that you may receive or be referred to (collectively, the “Agreement”). Alfa Connect may allow you access to other connected vehicle services, which are delivered to you by other third party providers and which are governed by their own respective terms of service. Alfa Connect and SiriusXM Guardian services may be referred to individually or collectively in these Terms as the “Services”.
Emergency Services temporarily active on Vehicles at the time of Purchase or Lease
Your vehicle may be equipped with emergency services described below in Section 7.B. that will be active in the Vehicle before enrolling in Alfa Connect and SiriusXM Guardian for a period of approximately 30 days from the time the Vehicle is purchased or leased (“Temporary Emergency Services”). During that time or prior to enrolling in Alfa Connect and SiriusXM Guardian Services, data will not be collected unless the emergency services are engaged. Emergency data that may be collected where the emergency services are activated include location, crash data including airbag deployment, and ignition status (“Emergency Data”). These emergency services may temporarily active prior to the acceptance of the Terms. If you do not want any Emergency Data to be collected, or used, or shared by FCA US or Sirius XM, you must request the emergency services be deactivated together with the Services by calling us at 1-844-796-4827 and ask to cancel Alfa Connect and SiriusXM Guardian Services for privacy reasons.
If you do not accept these Terms, please contact us immediately at 1-844-796-4827.
These Terms and the Agreement are the agreement between us and you regarding our provision of Services. As used in this Agreement, the terms "you" and "your" shall be deemed to refer to, and these terms and conditions shall be binding upon the person who has registered for and/or activated the Services and any person or entity who uses your Vehicle or the Services as a driver or occupant (e.g., other drivers, passengers). As used in these Terms, the terms "we," "us," and "our," refers to FCA US LLC (“FCA US”), Sirius XM, and the employees, directors, officers, subcontractors, representatives and agents of each of them. In addition, the following persons and entities are intended third party beneficiaries of this Agreement: each of FCA US’s and Sirius XM’s affiliates, the Service Providers (as defined below) and each of their affiliates, successors and assigns (collectively, the “Third Party Beneficiaries”). All terms in these Terms are fully enforceable by FCA US and Sirius XM, including without limitation, FCA US and Sirius XM can enforce and benefit from the arbitration provision, disclaimers of warranty, disclaimers of guarantees, any limitations of liability, and limits on consequential damages. Nothing in these Terms shall be construed to confer any right of redress against FCA US, Sirius XM or any Third Party Beneficiary in connection with provision of the Services. “Service Providers” means any person, company, or entity providing any service, equipment, or facilities and with which FCA US or Sirius XM interacts in providing the Services, including, but not limited to, underlying wireless carriers, content suppliers, licensors, public safety answering points, emergency responders and similar service providers (such as police, fire and ambulance), towing companies, distributors and dealers. Service features and capabilities vary according to the Alfa Connect hardware installed in the Vehicle. Not all features, including some emergency services, are available on all makes and models of Vehicles. Please see your dealer or owner’s manual for specific details.
FCA US and Sirius XM reserve the right to modify the Services or these Terms at any time in our sole discretion. We will provide notice of such changes by publishing a revised version of these Terms on the alfaromeoconnect.com website. If you do not agree with the modifications, your sole and exclusive remedy is to not use the Services.
Your subscription to SiriusXM Guardian Services may automatically renew under the Agreement. On the expiration of your initial trial subscription, in order to continue the SiriusXM Guardian Services, you must purchase a paid subscription and choose a Services Plan in advance. After that, at the end of your prepaid subscription, your Services Plan will automatically renew for additional prepaid periods of the same length. Your SiriusXM Guardian account will be billed, and your credit card number on file, if applicable, will automatically be charged at the subscription rate in effect at the time of renewal, plus taxes and other applicable charges unless your subscription is cancelled by you or by us as allowed by these Terms. To cancel, you may call SiriusXM Guardian Customer Care toll-free at 1-844-796-4827 at any time. If you purchased your subscription online, and you are a resident of certain states, and in certain other circumstances, you may cancel online.
1. PRIVACY DISCLOSURE
B. Data Collection and Use. We may collect and use data as follows: (i) Vehicle: Your Vehicle, as manufactured, may include certain features that may collect Vehicle Data as described in these Terms and the Privacy Policies for diagnostics, for troubleshooting, and to provide features such as Vehicle health information and drive ratings to you. Additionally, cancellation of SiriusXM Guardian Services, other than as described in Section 1.A. will not stop the collection of Vehicle Data for these purposes; (ii) Services: In providing the Services to you, we may collect, use and share such information with third parties, and retain an electronic or other record of certain information including but not limited to: your Vehicle’s description, location, speed or other driver behavior, direction of travel, time of travel, service data, mechanical condition or incidents involving your Vehicle; your search content and other information about how and when you use the Services; your billing and account information including telephone number; information about anyone making a call to us from your Vehicle or under your account; the date, time and duration of call; and other service-related usage information; (iii) Satellite Radio: If you are an active subscriber to audio services offered separately by Sirius XM affiliates, we may collect information that is related to the satellite radio in your Vehicle and the ways you use your satellite radio and services. This information is shared and used by Sirius XM and its affiliates to help identify signal outages, to improve audio services product and content offerings, and to customize or communicate with you to enhance your audio listener experience; (iv) Other: We may also record or monitor your Vehicle’s location or other information when instructed by a government entity pursuant to a valid court order; as required by applicable state and federal laws, rules and regulations; or in connection with attempts to communicate with you or recover your Vehicle pursuant to your agreements with FCA US affiliates governing the lease or financing of your Vehicle, if applicable. Vehicle information we collect may also be shared with third parties to enable the third parties to, among other things, improve their products and services. Your options for limiting the sharing of such information with third parties is described in the Privacy Policies.
C. Monitoring and Recording. We or our Service Providers may monitor and record conversations between our and their respective service centers and your Vehicle’s occupants, as well as any conversations between our and their service centers and you or others contacting the service centers to discuss your account outside of the Vehicle. YOU CONSENT TO THE MONITORING AND RECORDING OF ALL CONVERSATIONS BETWEEN THE SERVICE CENTERS AND SUCH PERSONS, AND YOU SHALL ENSURE THAT ALL OTHER DRIVERS AND/OR OCCUPANTS OF YOUR VEHICLE UNDERSTAND AND AGREE THAT SUCH RECORDINGS ARE BEING MADE AND YOU RELEASE US AND ANY SERVICE PROVIDERS AND INDEMNIFY US AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES AND LOSSES THAT MAY RESULT FROM ANY SUCH MONITORED AND/OR RECORDED CONVERSATIONS. Your consent in this section is ongoing and applies whether or not a verbal or written notification of the monitoring or recording is given at the beginning of the conversation. Call recordings may be shared with third parties as described in these Terms and the Privacy Policies.
D. Email Communications. We reserve the right to use and share the email address that you provide to either of us to communicate with you about the Services and to share the email address with one another so each of us may also communicate with you. We may also use your email to tell you about products and services of FCA US or Sirius XM or their affiliates, unless you have told us not to.
E. Communicating with You. By receiving, accessing, using, or enrolling in the Services, you consent on behalf of you and occupants in your Vehicle to wireless communication being conducted in your Vehicle to enable us and our Service Providers to deliver the Services to you or other occupants in your Vehicle. YOU ALSO AGREE THAT WE MAY CONTACT YOU IN YOUR VEHICLE BY VOICE CALL OR BY IN-VEHICLE MESSAGING, BY ELECTRONIC MAIL, OR BY TELEPHONE AT ANY NUMBER WE HAVE ON FILE FOR YOU, AND, IN SOME CIRCUMSTANCES, BY PRERECORDED MESSAGE, EVEN IF DOING SO MAY RESULT IN ADDITIONAL TELECOMMUNICATIONS FEES OR CHARGES TO YOU, TO DISCUSS YOUR ACCOUNT, OFFER UNSOLICITED PROMOTIONS, OR TO DELIVER SERVICES. You may manage your contact preferences online by logging into the mopar.com website and navigating to the SiriusXM Guardian page or in any other manner described in the Privacy Policies.
2. MANDATORY ARBITRATION
AS SET FORTH MORE FULLY BELOW, WHERE ALLOWED BY LAW, YOU, FCA US, AND SIRIUS XM AGREE TO A MANDATORY ARBITRATION PROVISION THAT PROVIDES THAT (EXCEPT FOR MATTERS PROPERLY BROUGHT TO SMALL CLAIMS COURT) ANY CLAIM, CONTROVERSY, OR DISPUTE IN ANY WAY RELATED TO OR CONCERNING THE SERVICES MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL AND NOT A CLASS-WIDE, REPRESENTATIVE, OR CONSOLIDATED BASIS. WITH RESPECT TO SUCH CLAIMS, YOU, SIRIUS XM, AND FCA US WAIVE THE RIGHT TO A TRIAL BY JURY AND THE ABILITY TO BRING OR PARTICIPATE IN CLASS OR REPRESENTATIVE ACTIONS IN COURT OR ARBITRATION.
3. SIRIUSXM GUARDIAN SERVICE DURATION AND CANCELLATION
A. Duration. A FCA US-paid trial subscription for SiriusXM Guardian Services is available during the initial twelve (12) months after the purchase or lease date of a new vehicle or for three (3) months upon enrollment after the purchase of a certified pre-owned vehicle equipped with a system capable of receiving SiriusXM Guardian Services. You must select and purchase a pre-paid service plan (“Service Plan”) and provide a valid credit card number in order to continue to receive SiriusXM Guardian Services after the trial subscription period has expired. Your self-paid subscription starts immediately following your trial subscription, if any, and continues for the length of time specified in your Service Plan.
B. Termination/Cancellation/Suspension of Your Subscription or Services.
i. Your Cancellation Rights. You can cancel your SiriusXM Guardian subscription at any time by calling us at 1-844-796-4827. If you purchased your subscription online, and you are a resident of certain states, and in certain other circumstances, you may cancel online. The effective date of cancellation will be the date that we receive your notification or on a later date that you request. If you remove your Vehicle from your account on the FCA US MOPAR Portal, you must also call and cancel your SiriusXM Guardian subscription, or you will remain responsible for the payment obligations for your Service Plan. You promise to notify us promptly if you sell your Vehicle, its lease ends or it is destroyed by casualty (each, a “Vehicle Disposal Event”) by calling 1-844-796-4827 to request cancellation of your subscription. If you fail to notify us of a Vehicle Disposal Event your cancellation will not be effective and you will remain responsible for the payment obligations for your Service Plan. If you cancel your subscription or if your subscription is cancelled under these Terms, we have the right to turn off your SiriusXM Guardian Services, and you may be required to pay a reactivation fee if you decide to re-subscribe.
ii. Our Cancellation and Suspension Rights. We reserve the right to cancel your SiriusXM Guardian subscription at any time for any reason in our sole discretion. If we cancel your subscription without cause, we will give you notice thirty (30) days prior to the effective date of cancellation after which your account will be deactivated, and your access to the Services will terminate. We may also cancel your subscription without prior notice to you for any good cause, including but not limited to if you breach any part of the Agreement; if you do not pay amounts that are due, interfere with our efforts to provide service, or interfere with our business; or if your Services or the wireless phone number assigned to your Vehicle for the delivery of the Services is used for illegal or improper purposes. If your subscription is terminated for good cause, we will not refund prepaid or unused portions of your Services fees and whether we permit you to reactivate the Services again will be entirely up to us. We may also terminate your subscription and access to the Services without prior notice if your Vehicle or equipment attached to your Vehicle operates in a manner that creates a nuisance to us or any Service Provider. In either of these cases, we will refund any unused amount remaining in your Services subscription that you have paid in advance (other than any payment that was included in the purchase or lease price of your Vehicle, if any). We may also cancel your Services without prior notice to you if we have received information that establishes you are no longer the owner/lessee of your Vehicle and, in such case, we will not refund any prepaid amounts to you unless you notify us as provided in Section 3B(i). We may suspend your Services for any of the same reasons we may cancel your subscription. We can also suspend the Services for network or system maintenance or improvement; if there is network congestion; or if we suspect the Services are being used for any improper purpose.
iii. Cancellation due to Wireless Network Changes. Telecommunications technologies have been known to change over time, resulting in the obsolescence of certain telecommunications networks. IF THE TELECOMMUNICATIONS TECHNOLOGY OR GPS TECHNOLOGY CHANGES IN A WAY THAT RESULTS IN AN INCOMPATIBILITY OF THOSE TECHNOLOGIES WITH YOUR SYSTEM, THEN YOUR SYSTEM MAY NOT WORK, AND WE MAY BE REQUIRED TO CANCEL YOUR SIRIUSXM GUARDIAN SERVICES.
iv. Transferring Your Services. Unless we agree otherwise, your SiriusXM Guardian Services are not transferrable to another vehicle or to the account of another person. We will only accept requests to activate, cancel, change or reactivate your SiriusXM Guardian Services from you or an additional authorized user of legal age listed on your account (or from someone we believe is your authorized agent), and you agree to pay any charges associated with these requests.
4. SIRIUSXM GUARDIAN FEES AND PAYMENT
A. Service Fees. The subscription service period and fees for your Service Plan will be indicated when you choose your Service Plan and provide your credit card information. At the expiration of your subscription service period, your subscription will automatically renew for additional like service periods, your SiriusXM Guardian account will be billed, and your credit card account on file, if any, will be charged the then current subscription fees in accordance with the payment schedule associated with the Service Plan you have selected and the automatic renewal terms described in these Terms, unless your subscription is cancelled as stated in these Terms. By providing payment account information to us, you represent that you are an authorized user of such payment account. The price of your Service Plan may change over time, and we will use the rates in effect at the time of renewal for the applicable payment period for those charges. The purchase or lease price of your Vehicle may have included a prepayment for a period of time for a specified Service Plan. If applicable, upon expiration of the period covered by such prepayment, we will automatically start charging the payment account you provided as set forth above.
B. Your Payment Obligations. Payment must be made in U.S. Dollars by credit card and is due in advance. We do not accept credit cards issued by Canadian card issuers for recurring payment plans. We also do not accept debit cards or gift cards for recurring payment plans. Your outstanding balance is due in full each payment period. Undisputed portions of your account must be paid by the due date to avoid a late fee and possible deactivation of the Services. We reserve the right to suspend or terminate your Service Plan for non-payment, and deactivate your system. If your credit card provider refuses a charge or an automated withdrawal, we may terminate or suspend your service. If you object to any fees or charges for Services billed by or through us, you must tell us in writing within sixty (60) days after the fee or charge is incurred (unless the law does not allow a limit or requires a longer period), OR YOU WILL AUTOMATICALLY WAIVE THE DISPUTE. We may receive and use updated credit card information from your credit card issuer. Your credit card issuer may give you the right to opt out of the update service. You are responsible for paying directly to all Service Providers any charges for services furnished by them that are not expressly covered by your Service Plan.
C. Taxes and Other Fees. You promise to pay all taxes, fees, and surcharges charged to you by us. We may charge additional fees related to our costs (or the costs of our Service Providers). These can include items such as Federal Universal Service Charges, 911-related assessments or charges, false alarm fines and/or alarm permit fees, and other charges related to governmental costs. Such charges are subject to change. We may not tell you in advance of changes to these items.
D. Refund Rights. Unless you are on a Service Plan with a monthly payment schedule, if you cancel your pre-paid Service Plan prior to its expiration, you will receive a refund of amounts you paid directly, if any, on a pro-rata basis, less any applicable fees and (excluding any amounts included in the purchase or lease price of your Vehicle, if applicable) for any days remaining in the service period, which follow the first of the date (i) you called with or submitted a request for cancellation, or (ii) our receipt of written proof of a Vehicle Disposal Event concerning your Vehicle, after the date of occurrence of such event. If you are on a monthly payment Service Plan, your cancellation will be effective at the end of the monthly term of the date you call to cancel, and your Services will not renew at the end of that month. The Services fee for any time remaining in the then current pre-paid month will not be refunded. If your Service Plan was included in the financing of your purchase or lease of a Vehicle, any refund will be payable to your finance company unless the finance company has notified us in writing that your loan has been paid in full. Fees attributable to certain promotional offerings or Services received during demonstration or trial subscription periods may not be refunded. In the event of a Vehicle Disposal Event that pre-dates the effective date of your cancellation, you may apply for a refund adjustment. You will be asked to provide written proof of the sale, lease expiration or destruction of your Vehicle. Our decision to apply a refund adjustment is entirely up to us, and if approved, we will apply the adjustment amount to the valid payment card account you have on file with us.
5. YOUR RESPONSIBILITIES FOR THE USE OF THE SERVICES
A. Eligibility for Use of Services. You must be at least 18 years old, or the age of majority, as determined by the laws of your state of residency, to assume the obligations set forth in these Terms. You, as the primary subscriber, are solely responsible for any use of the Services in your Vehicle, even if you are not the one using it, and even if you later claim the use was not authorized. You are also solely responsible for the Services requested by you, or by anyone using your Vehicle, through the Services.
B. Drive Responsibly. Always drive safely with your hands on the wheel. You have full responsibility and assume all risks related to the use of the Services, features, and applications in your Vehicle. Only use the Services when it is safe to do so. Failure to do so may result in an accident involving serious injury or death. You are responsible for following all applicable laws, rules, and regulations, including requirements of relevant government regulatory bodies, applicable to the use of the Services.
C. Compliance with Terms. You promise to educate and make all other drivers, passengers, or guests of your Vehicle aware of the Services and their limitations, and inform them that they are subject to these Terms in connection with access to and use of the Services. Neither we nor any Service Provider has any obligation to inquire about the authority of anyone using your Vehicle. If you, another driver or a passenger of your Vehicle uses the Services to commit a crime or for another improper purpose, you will be responsible for any damages owed by any of us as a result of such use.
D. Your Insurance Obligations. You are responsible for your Vehicle insurance. The Services, are intended as conveniences and do not provide your Vehicle insurance. The Services are not an insurance product, and neither FCA US nor Sirius XM is an insurance company. The payments you make for your Services are not related to the value of your Vehicle or any property in it or the cost of any injury to or damages suffered by you or anyone else as a result of the operation of your Vehicle. You promise you will obtain and maintain appropriate insurance covering personal injury, loss of property, and other risks. FOR YOURSELF AND FOR ANYONE ELSE CLAIMING UNDER YOU, YOU HEREBY RELEASE AND DISCHARGE FCA US, sirius XM, THE third party beneficiaries, AND EACH OF THEIR PARENTS, AFFILIATES, AND SUBSIDIARIES, AND THE RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES OF ANY OF THEM FROM AND AGAINST ALL HAZARDS COVERED BY YOUR INSURANCE. NO INSURANCE COMPANY OR INSURER WILL HAVE ANY RIGHT OF SUBROGATION AGAINST FCA US, sirius xm, or the third party beneficiaries.
E. Passwords and PINs. You promise to be fully responsible for the protection of your password and your PIN. YOU HAVE THE OBLIGATION TO PROTECT YOUR USERNAME, PASSWORD AND PIN FROM UNAUTHORIZED USE. Your PIN is used by SiriusXM Guardian to authenticate your account. You are responsible for the actions related to the Services of any person that has your PIN. If your Service Plan includes remote features, your SiriusXM Guardian PIN provides access to use certain features and applications, for example remote door lock, door unlock, horn and lights, remote start, and Alexa Home to Vehicle, and to make changes to your SiriusXM Guardian Services. Anyone who has access to your password or PINs may be able to access your Alfa Connect and SiriusXM Guardian accounts, the Alfa Connect and SiriusXM Guardian web sites, and any Alfa Connect and/or SiriusXM Guardian applications, including your Alfa Connect mobile app. Neither we nor any Service Provider has any obligation to inquire about the authority of anyone using your password/PINs or other information that can be used to identify your account to request Services for your Vehicle.
F. Proper Use of the Services. You are responsible for your compliance with all regulations, ordinances and other laws applicable to your Vehicle. You promise to use emergency and roadside services only for actual emergencies and roadside assistance needs. You promise not to use the Services for any fraudulent, unlawful, or abusive purpose, or that interferes with our provision of Services to you or to our other customers. You promise you will not abuse or do anything to damage our business operations, services, reputation, employees or facilities. If you do any of these things, you agree you will be responsible for any costs, losses, damages or other amounts anyone else claims from us, plus any expenses, any of which result in whole or in part from that use, misuse, or your actions or omissions.
6. ADDITIONAL TERMS APPLICABLE TO ALL SERVICES
A. Content Rights. All programming, text, software (including source and object codes), information, visual, oral or other digital material, and all other content of any description included in the Services and/or in the system (collectively, the “Content”) and all worldwide copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how, database rights, and all other rights in or relating to the Content (collectively, the “Intellectual Property”) are owned by us or are the property of our licensors and suppliers who have given us permission to use it. You promise not to use any Content you receive through the Services, except as expressly authorized by us and for no other purpose. You cannot license, lease, sell, resell, have licensed, have leased, have sold or resold, or otherwise transfer or convey any of it or use it for commercial purposes. You agree you will not copy, store, reproduce, distribute, modify, display, publish, perform, transmit, broadcast, or create derivative works from the Content.
B. Software, Hardware and Equipment Updates. The Services involve software that we may need to change from time to time. Your Vehicle’s systems also involve software that we may need to change from time to time. You agree to allow this to be done remotely at any time. SiriusXM Guardian Services may be unavailable during the software update process. Such changes may affect or erase data you have stored on the system in your Vehicle. We are not responsible for any lost data. You do not own the Alfa Connect or SiriusXM Guardian software or acquire any rights to use, modify, or reverse engineer the Alfa Connect or SiriusXM Guardian software on your own.
C. Telecommunications/GPS Changes. The system uses digital wireless telecommunications technology and GPS technology that are outside of our control. Telecommunications technologies have been known to change over time, resulting in the obsolescence of certain telecommunications networks. IF THE TELECOMMUNICATIONS TECHNOLOGY OR GPS TECHNOLOGY CHANGES IN A WAY THAT RESULTS IN AN INCOMPATIBILITY OF THOSE TECHNOLOGIES WITH YOUR SYSTEM, THEN YOUR SYSTEM MAY NOT WORK, AND WE MAY BE REQUIRED TO CANCEL YOUR SIRIUSXM GUARDIAN SUBSCRIPTION.
D. Wireless Carriers. You have no rights in the wireless phone number assigned to your system. We can change the number at any time. As a condition to providing wireless service, the wireless carrier requires that you agree to the terms in this section. You agree that you have no contractual relationship whatsoever with the wireless carrier and that you are not a third-party beneficiary of any agreement between FCA US or Sirius XM and any wireless carrier. IN ADDITION, YOU AGREE THAT THE WIRELESS CARRIER HAS NO LEGAL OR EQUITABLE LIABILITY OR OTHER LIABILITY OF ANY KIND TO YOU. If another wireless service provider is involved in any problem (for example, because of roaming,) you also agree to any limitations of liability that it imposes on its customers.
7. ADDITIONAL TERMS APPLICABLE TO SIRIUSXM GUARDIAN SERVICES
A. System Requirements and Activation. To receive certain Services including SiriusXM Guardian Services, your Vehicle must come with an authorized Alfa Connect system which is capable of being connected to the designated wireless carrier network, and contains the necessary equipment, including hardware and software, used to provide SiriusXM Guardian Services to your Vehicle. In addition, with the exception of the Temporary Emergency Services, you must register with Alfa Connect and maintain an active SiriusXM Guardian subscription. YOU CAN ONLY RECEIVE AND USE SIRIUSXM GUARDIAN SERVICES BY ACCEPTING THESE TERMS. SUBJECT TO APPLICABLE LAW, YOU ACCEPT THESE TERMS AND START YOUR SIRIUSXM GUARDIAN SUBSCRIPTION WHEN THE EARLIEST OF THE FOLLOWING OCCURS: WHEN YOU COMPLETE AND ELECTRONICALLY SIGN THESE TERMS ONLINE, AT YOUR DEALERSHIP, OR FROM THE ALFA CONNECT SYSTEM IN YOUR VEHICLE, OR WHEN YOU SPEAK WITH A SIRIUS XM CUSTOMER CARE AGENT TO SUBSCRIBE TO SERVICES, OR WHEN YOU (OR SOMEONE YOU AUTHORIZE TO USE YOUR VEHICLE) USE THE SIRIUSXM GUARDIAN SERVICES OR ACCEPT ANY OF THE BENEFITS OF THOSE SERVICES (INCLUDING USING A VEHICLE WITH AN ACTIVE SIRIUSXM GUARDIAN SYSTEM). IF YOU DO ANY ONE OR MORE OF THESE THINGS TO ACCEPT, YOU ARE BOUND BY THIS AGREEMENT AND ANY LATER CHANGES OR AMENDMENTS TO IT.
B. Service Providers and Emergency Services. To provide some SiriusXM Guardian Services, Sirius XM may interact with and/or engage Service Providers. Sirius XM may receive and respond to your requests for Services through an automated operator or through customer care personnel sometimes referred to as “operators” or “agents”. Where equipped, Temporary Emergency Services will be active for a period of approximately 30 days from the purchase or lease of your Vehicle before enrolling in SiriusXM Guardian services unless cancelled in the manner described in Section 1.A. Specifically, for emergency services such as SOS and/or Assisted SOS+ (“ASOS+”), when we receive an emergency signal from your Vehicle, SiriusXM Guardian agents will first attempt to verify your emergency, and then if appropriate, connect you or your Vehicle to third party emergency responders such as the police, fire department, ambulance service, or other relevant Service Providers such as roadside assistance. The agents will use reasonable efforts to contact appropriate Service Providers for help when you ask for it, but you understand that we cannot assure you, or make any guarantees, about the manner or timeliness of such third party response or even whether third party emergency responders or Service Providers will in fact respond to your emergency at all or in a timely manner. As part of ASOS+, Sirius XM will relay your telephone number on file to Service Providers that support emergency response services. These Service Providers may also search third party medical alert services and databases for additional medical and other information about you; if you have a relationship with a medical alert service or provider and your telephone number on file with Sirius XM matches the telephone number on file with that medical alert service or provider, then the medical information you have provided to that medical alert service or provider will also be provided by that Service Provider to third party emergency responders as part of ASOS+. The laws in some places require an emergency to be confirmed before emergency Service Providers will provide service. We will not contact emergency Service Providers in these locations in response to an emergency button press (“SOS Button”) if we cannot hear your request for assistance or otherwise confirm that an emergency exists. We also may not contact emergency Service Providers in any location in response to SOS Button presses from cars situated in locations which reasonably indicate that an emergency is unlikely, such as car dealerships, rental car companies, car washes or your address if we cannot hear your request for assistance. NOTE: Vehicles with screen displays of 5” or less do not have voice services functionality and are not able to receive SOS or ASOS+ services.
C. System and Service Limitations
i. Availability. SiriusXM Guardian Services are only available while traveling in the United States, including Puerto Rico, and Canada. Extended use of the Services in Canada for vehicles purchased in the United States may incur roaming charges, and functionality of the service may be limited. SiriusXM Guardian works using wireless communication networks and the Global Positioning System ("GPS") satellite network. NOT ALL FEATURES OF SIRIUSXM GUARDIAN SERVICES ARE AVAILABLE EVERYWHERE, PARTICULARLY IN REMOTE OR ENCLOSED AREAS, OR ON ALL VEHICLES, AT ALL TIMES. The area that you are driving in may affect the type or quality of service that we can provide to you, including but not limited to routing service. Additionally, some SiriusXM Guardian Services may not be fully available if the GPS system is not working (map CD or DVD may be required). Certain programming limitations of the GPS system may impair our ability to determine your Vehicle’s precise location.
ii. Technology and Communications. SiriusXM Guardian cannot work unless your Vehicle is in a place where we have an agreement with a wireless service provider for service in that area. SiriusXM Guardian also cannot work unless you are in a place where the wireless service provider engaged for that area has coverage, network capacity, and reception when the service is needed, and technology that is compatible with SiriusXM Guardian. Features of SiriusXM Guardian that involve location information about your Vehicle cannot work unless GPS satellite signals are unobstructed, available in that place and compatible with the SiriusXM Guardian system as well.
iii. Vehicle and Equipment. SiriusXM Guardian uses an embedded device installed in your Vehicle which receives GPS signals and communicates with the SiriusXM Guardian customer care center via wireless and landline communications networks. The system is not intended to place or receive personal calls and may only place calls to our Service Providers as permitted under this Agreement. Your Vehicle MUST have a working electrical system (including adequate battery power) for the System to operate. IF YOUR VEHICLE LOSES BATTERY POWER OR SUSTAINS DAMAGE TO CRITICAL ELECTRICAL AND/OR ANTENNA WIRING AND SUBSYSTEMS FOR ANY REASON (INCLUDING BEFORE, DURING OR AFTER AN ACCIDENT) SIRIUS XM GUARDIAN WILL NOT WORK. You may need to increase the volume of your radio to hear operator services or automated voice delivered services from the system. The Services may not work if your system is not properly installed (by someone FCA US has authorized) or you have not maintained it and your Vehicle is not in good working order and in compliance with all government regulations. If you try to add or modify any equipment or software in your Vehicle, including the system, the Services may not work and we may terminate your SiriusXM Guardian Services. Your system needs to be compatible with SiriusXM Guardian and the wireless service and technology provided by our wireless Service Provider. If your Vehicle has not been started within twenty-one days, certain SiriusXM Guardian Services may not be available until the Vehicle is started again.
iv. Geography and Environment. There are other problems we cannot control that may prevent us from providing SiriusXM Guardian Services to you at any particular time or place, or that may impair the quality of the Services. Some examples are hills, structures, buildings, tunnels, weather, actions of third parties, electrical system design and architecture of your Vehicle, damage to important parts of your Vehicle in an accident, wireless coverage area or network congestion, or physical location of the Vehicle (e.g., in an underground parking structure, on a bridge). You agree that use of the Services is subject to these limitations and restrictions outside of Sirius XM’s and FCA US’s control.
vi. Available Information. SiriusXM Guardian may be limited to geographic areas where map data and emergency (911) contact information is available in our databases or provided from the databases of our Service Providers, which may result in less map data and emergency contact information than that which is generally available.
vii. Outside Our Control. SiriusXM Guardian is not responsible for any delay or failure in performance if such failure or delay could not have been prevented by reasonable precautions. Additionally, SiriusXM Guardian is not responsible if such failure or delay is caused by acts of nature, or forces or causes beyond our reasonable control. Examples include public utility electrical failure, acts of war, government actions, terrorism, civil disturbances, labor shortages or difficulties (regardless of cause), tornadoes, blizzards, or equipment failures including Internet, computer, telecommunication or other equipment or technology failures.
D. Information and Agreements about Specific Features
i. Stolen Vehicle Assistance. If your Service Plan includes Stolen Vehicle Assistance and your Vehicle is stolen, we can try to locate it. Before we try to locate it, you will need to file a stolen vehicle police report with the local authorities and be able to verify your identity to us. We will ask for information about the police report you filed and verify with the local authorities that they are treating the Vehicle as stolen. For your safety and the safety of others, only you or someone you have authorized as your agent may request Stolen Vehicle Assistance for your Vehicle, and we will provide location information about your stolen Vehicle only to law enforcement. We may provide vehicle location service and information using the Stolen Vehicle Assistance feature to an authorized third party such as a government entity pursuant to a valid court order or other official governmental action, or one of FCA US’s affiliates in connection with the leasing or financing of your Vehicle. We also are not required to try to find your Vehicle for the purpose of locating a person.
ii. Location of Your Vehicle in Connection with Lease/Finance. If you lease or finance your Vehicle through FCA US or one of its affiliates, and you breach any of the terms of the agreements governing such lease or finance, we may use SiriusXM Guardian Services to locate you or your Vehicle for the purpose of communicating with you and/or recovering your Vehicle. YOU EXPRESSLY CONSENT TO THE USE OF SIRIUSXM GUARDIAN SERVICES IN THIS MANNER.
iii. Theft Alarm Notification. If your Vehicle has the capability for theft alarm notification activated and your Service Plan includes the theft alarm notification feature, you may elect to be notified by email or text message that a theft alarm event has been detected. The notification may provide an approximate Vehicle location if the Vehicle is in cellular range. If the Vehicle is not in cellular range at the time the theft alarm is triggered, the notification may be sent when the Vehicle comes into cellular range. Sirius XM does not promise that the notification will always be sent or that the notification will alert you in all cases of theft. You cannot recall or terminate a theft alarm message.
iv. Vehicle Finder and Drive Alerts. If included in your Service Plan, the Vehicle Finder feature can assist you in locating your Vehicle on a map if the Vehicle is parked or turned on and moving at five miles per hour or less. If available in your Vehicle and included in your Service Plan, the Drive Alert features allow you to set limits related to your Vehicle’s activity and to receive alerts when the limits have been exceeded. You understand that your choice to activate any of these service features when available allows you to remotely monitor certain information about your Vehicle, including its location, even if someone other than you is in control of your Vehicle. You agree to adhere to the terms of the Agreement regarding informing other users and occupants of your Vehicle about SiriusXM Guardian, the ability to collect vehicle and location information, and system features and limitations. These service features may require you to establish and use a PIN each time one of them is accessed, and is limited to activation by web or mobile app. You understand that anyone who has access to your password/PIN may use these services, and that it is your responsibility to protect your password/PIN. YOU ARE RESPONSIBLE FOR YOUR OWN SAFETY IN LOCATING OR RECOVERING YOUR VEHICLE. IF YOUR VEHICLE HAS BEEN STOLEN, NOTIFY LOCAL AUTHORITIES IMMEDIATELY AND DO NOT TRY TO RECOVER THE VEHICLE ON YOUR OWN.
v. Content-Based Services. The information available via any content-based features of SiriusXM Guardian is limited to that information which is available in the databases of the Service Providers selected by us, which may or may not be complete or accurate at all times.
vi. Remote Door Lock/Unlock. If you are subscribed to a Service Plan that includes remote services, we may lock or unlock your Vehicle doors remotely at your request. This feature requires you to establish and use a PIN each time it is accessed, whether the service is accessed through a SiriusXM Guardian agent, web, or mobile app. WE WILL ACTIVATE THIS FEATURE FOR ANYONE WHO CAN PROVIDE US WITH YOUR PASSWORD/PIN OR OTHER SATISFACTORY IDENTIFIER OF YOUR ACCOUNT. If remote door unlock is unsuccessful, we may contact roadside assistance or emergency Service Providers to help you at your request. The request will not be processed if Vehicle is in motion; the ignition key is on; or you are in an emergency call. For safety and security, remote commands may be inhibited based on frequency of attempts or the current state of the Vehicle. Remote commands will not function while the Stolen Vehicle Assistance feature is engaged. You are responsible for knowing where the Vehicle is and for the security of your Vehicle. SiriusXM Guardian does not promise that the remote lock and unlock features will always work.
vii. Remote Horn & Lights. If you are subscribed to a Service Plan that includes remote services, we may sound your horn or flash your lights remotely at your request. IT IS YOUR RESPONSIBILITY PRIOR TO ACTIVATING REMOTE SOUND HORN & LIGHTS OR REMOTE LIGHTS TO ENSURE THAT DOING SO WILL NOT VIOLATE ANY REGULATION, ORDINANCE OR OTHER LAW APPLICABLE TO THE LOCATION OF YOUR VEHICLE AT TIME OF ACTIVATION. The request will not be processed if Vehicle is in motion; the ignition key is on; or you are in an emergency call. For safety and security, remote commands may be inhibited based on frequency of attempts or the current state of the Vehicle. Remote commands will not function while the Stolen Vehicle Assistance feature is engaged. You are responsible for knowing where the Vehicle is and for the security of your Vehicle. SiriusXM Guardian does not promise that the remote horn and lights features will always work.
viii. Remote Vehicle Start. If you are subscribed to a Service Plan that includes remote services and your Vehicle is Remote Vehicle Start-enabled, we may start or stop your Vehicle remotely at your request. It is your responsibility prior to activating Remote Vehicle Start to ensure that your Vehicle is parked and in the proper gear, under conditions that make it safe to start the engine, as well as to ensure that starting your Vehicle remotely will not violate any regulation, ordinance, or other law applicable to the location of your Vehicle at time of activation. In order to execute a Cancel Remote Vehicle Start, your Vehicle must have been started through a Remote Vehicle Start request. The Remote Vehicle Start and Cancel Remote Vehicle Start features require you to establish and use a PIN each time it is accessed, whether by operator, web, mobile app or phone. WE WILL ACTIVATE THIS FEATURE FOR ANYONE WHO CAN PROVIDE US WITH YOUR PASSWORD/PIN OR OTHER SATISFACTORY IDENTIFIER OF YOUR ACCOUNT. For safety and security, remote commands may be inhibited based on frequency of attempts or the current state of the Vehicle. Remote commands will not function while the Stolen Vehicle Assistance feature is engaged. You are responsible for knowing where your Vehicle is and for the security of your Vehicle. We do not promise that the Remote Vehicle Start and Cancel Remote Vehicle Start features will always work. Remote Vehicle Start and Cancel Remote Vehicle Start may not be available in all vehicle models.
7. LIMITATIONS ON WARRANTIES AND LIABILITY
A. No Warranties. Warranties are special kinds of promises. Your Vehicle’s limited warranty or hardware maker’s limited warranty (if applicable) include the Alfa Connect equipment in your Vehicle, BUT does not cover SIRIUSXM GUARDIAN or the wireless NETWORK service. In addition, we cannot promise uninterrupted or problem-free service, and cannot promise that the data or information provided to you will be error-free. SiriusXM Guardian Services are provided by Sirius XM and Service Providers. ALL DATA AND INFORMATION IS PROVIDED TO YOU ON AN "AS IS" BASIS. NEITHER WE, NOR ANY third party, MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, ABOUT ALFA CONNECT SERVICES or SIRIUSXM GUARDIAN SERVICES, NOR ABOUT ANY DATA OR INFORMATION OR SERVICES PROVIDED THROUGH THEM. THIS MEANS, AMONG OTHER THINGS, NO WARRANTIES OF CONTENT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, CORRECTNESS, RELIABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES ARE EXPRESSLY EXCLUDED BY THIS AGREEMENT.
B. Limitations of Liability. YOU AND We ARE EACH WAIVING IMPORTANT RIGHTS. UNLESS FORBIDDEN BY LAW IN A PARTICULAR INSTANCE, WE EACH AGREE AS FOLLOWS:
i. NONE OF FCA US, SIRIUS XM OR THE THIRD PARTY BENEFICIARIES WILL BE LIABLE FOR THE ACTIONS OR INACTIONS OF ANY Service Provider WE CONTACT FOR YOU OR YOUR VEHICLE, OR FOR OUR INABILITY TO CONTACT ANY Service Provider IN ANY PARTICULAR SITUATION.
ii. NONE OF FCA US, SIRIUS XM OR THE THIRD PARTY BENEFICIARIES WILL BE LIABLE TO YOU FOR (1) ANY INJURIES TO PERSONS OR PROPERTY ARISING OUT OF OR RELATING TO YOUR OR THE OCCUPANT’S OR YOUR VEHICLE’S USE OF THE Alfa Connect System OR siriusxm guardian SERVICES, OR (2) ANY DAMAGES ARISING OUT OF OR RELATING TO THE INSTALLATION, REPAIR, OR MAINTENANCE OF THE Alfa Connect System OR THE SERVICES.
iii. NONE OF FCA US, SIRIUS XM OR THE THIRD PARTY BENEFICIARIES 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 SYSTEM, EVEN IF FCA US, SIRIUS XM OR A THIRD PARTY BENEFICIARIES ARE 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).
iv. If notwithstanding the exclusions set forth in these Terms, FCA US, Sirius XM or a Third Party Beneficiary is found to be liable, THE MAXIMUM AGGREGATE LIABILITY OF FCA US, SIRIUS XM, AND THE THIRD PARTY BENEFICIARIES TO YOU UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, PERSONAL INJURY, OR PRODUCTS LIABILITY) IS LIMITED TO THE GREATER OF (A) $500 OR (B) THE TOTAL AMOUNT PAID BY YOU FOR THE PORTION OF SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE DATE YOUR CLAIM AROSE. YOU AGREE THAT NONE OF US -- FCA US, SIRIUS XM, 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 TO YOU OF FCA US, SIRIUS XM, AND THE THIRD PARTY BENEFICIARIES, AND IS PAYABLE AS LIQUIDATED DAMAGES AND NOT AS A PENALTY.
v. YOU CANNOT RECOVER FROM FCA US, SIRIUS XM OR ANY THIRD PARTY BENEFICIARY (1) PUNITIVE OR EXEMPLARY DAMAGES, (2) TREBLE, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, OR (3) ATTORNEY'S FEES. YOU WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIM FOR DAMAGES OTHER THAN DIRECT, ACTUAL, COMPENSATORY DAMAGES AS LIMITED IN THIS AGREEMENT.
vi. WE HAVE NO LIABILITY FOR SERVICE INTERRUPTIONS OF THIRTY (30) DAYS OR LESS. TO RECEIVE SERVICE CREDIT FOR LONGER INTERRUPTIONS, YOU MUST NOTIFY US WITHIN SIXTY (60) DAYS AFTER THE TIME WHEN THAT SERVICE INTERRUPTION STARTED. EXCEPT FOR ANY CREDITS PROVIDED VOLUNTARILY BY US AS DESCRIBED ABOVE, NO ONE IS LIABLE TO YOU FOR DROPPED CALLS OR INTERRUPTED SERVICE, OR FOR PROBLEMS CAUSED BY OR CONTRIBUTED TO BY YOU, BY ANY THIRD PARTY, BY BUILDINGS, HILLS, TUNNELS, NETWORK CONGESTION, WEATHER, OR ANY OTHER THINGS WE OR OUR SERVICE PROVIDERS ARE UNABLE TO CONTROL.
vii. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, YOU EXCUSE ANY NON-PERFORMANCE BY US OR ANY SERVICE PROVIDER CAUSED IN WHOLE OR IN PART BY AN ACT OR OMISSION OF A THIRD PARTY, OR BY ANY EQUIPMENT FAILURE, ACT OF GOD, NATURAL DISASTER, STRIKE, EQUIPMENT OR FACILITY OR SERVICE SHORTAGE OR SERVICE OUTAGE, OR OTHER CAUSES BEYOND THE CONTROL OF FCA US, SIRIUS XM, OR ANY SERVICE PROVIDER.
vii. YOU AGREE THAT NONE OF FCA US, SIRIUS XM, OR ANY Service Provider who sends you data or information through ALFA CONNECT OR SIRIUSXM GUARDIAN IS LIABLE FOR ANY ERRORS, DEFECTS, PROBLEMS, OR MISTAKES IN THAT DATA OR INFORMATION.
viii. You agree that the limitations of liability and indemnities in these Terms will survive even after the Agreement has ended. These limitations of liability apply not only to you, but to anyone using your Vehicle, to anyone making a claim on your behalf, and to any claims made by your family, employees, customers, or others arising out of or relating to the Services or the Alfa Connect system.
C. Your Indemnification Obligation. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS US AND THE THIRD PARTY BENEFICIARIES FROM AND AGAINST ANY AND ALL COSTS, EXPENSES, ACTS, ACTIONS OR CLAIMS, ARISING OUT OF OR IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED BY THE AGREEMENT, WHETHER BROUGHT BY YOU OR THIRD PARTIES.
D. Your Responsibility for Third Parties’ Claims. YOU AGREE THAT YOU WILL BE RESPONSIBLE FOR ANY AMOUNT ANYONE ELSE CLAIMS FROM US OR THE THIRD PARTY BENEFICIARIES, PLUS ANY EXPENSES RESULTING FROM ANY CLAIM, DEMAND OR ACTION, REGARDLESS OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND, OR ACTION ALLEGING LOSS, COSTS, EXPENSES, DAMAGES, OR INJURIES (INCLUDING INJURIES RESULTING IN DEATH) ARISING OUT OF OR IN CONNECTION WITH (1) THE ACTIVITIES CONTEMPLATED BY THESE TERMS, WHETHER BROUGHT BY YOU, THE OCCUPANTS OF YOUR VEHICLE, YOUR EMPLOYEES, OR THIRD PARTIES, EVEN IF DUE TO THE NEGLIGENCE OF US, OR ANY OF THE Service Providers; (2) THE COLLECTION, USE OR POSSESSION OF DATA OR INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES; (3) CLAIMS FOR LIBEL, SLANDER, OR ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, ARISING OUT OF OR RELATED IN ANY WAY DIRECTLY OR INDIRECTLY TO THE AGREEMENT; OR (4) THE USE, FAILURE TO USE, OR INABILITY TO USE THE SERVICES, EXCEPT WHERE THE CLAIMS RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF US OR ANY OF THE Service Providers. IN ADDITION, IF YOU HAVE AUTHORIZED CHARGES FOR AMOUNTS DUE AGAINST YOUR CREDIT CARD ACCOUNT BY GIVING US A CARD NUMBER, THEN YOUR AGREEMENT IN THIS SECTION EXTENDS TO CLAIMS, EXPENSES, LIABILITIES, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OR OWNERSHIP OF THE CREDIT CARD ACCOUNT, OR OTHER SIMILAR PAYMENT ACCOUNT, OR FROM THE ISSUER'S REFUSAL TO PAY AMOUNTS CHARGED TO SUCH ACCOUNT.
8. GENERAL LEGAL INFORMATION
A. Resolving Disputes
i. Arbitration. We and you agree that any dispute between us will be resolved by binding arbitration. Arbitration is not a court proceeding. The rules of arbitration differ from the rules of court. In arbitration, a dispute is resolved by an arbitrator, or a panel of arbitrators, instead of by a judge or jury. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (i) claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); (iii) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and (iv) claims that may arise after the termination of the Agreement.
ii. You understand and agree that the parties would have had a right or opportunity to litigate disputes through a court and, by entering into the Agreement, accepting these Terms, accessing or using the Services, you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, including, for example, the Federal Trade Commission. Such agencies can, if the law allows, seek relief against us on your behalf. References to “we” or “us” in this section 8 include FCA US, Sirius XM and the Third Party Beneficiaries, and references to "you," and “we” or "us" in this section 8 include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of the Services or system under this or prior agreements between us.
In order to expedite and control the cost of disputes, you agree that any legal or equitable claim relating to the Services or your subscription or the Agreement (a “Claim”), will be resolved as follows:
a. Informal Claim Resolution. To initiate an informal resolution to a Claim, you must send by first class mail a written Notice of Dispute ("Notice") to FCA US, LLC and Sirius XM Connected Vehicle Services Inc. Copies of the Notice should be sent to each of the following addresses: FCA US LLC, 1000 Chrysler Drive, Auburn Hills, MI 48326-2766, Attn: Legal Department and Sirius XM Connected Vehicle Services, 1221 Avenue of the Americas, 35th Floor, New York, NY 10020, Attn: Legal Department. Neither of us may start a formal proceeding for at least sixty (60) days after one of us notifies the other of a Claim in writing. If we initiate a Claim, we will send our notice to the billing address on file with us. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought.
b. Formal Claim Resolution. If we cannot resolve a Claim informally, including any claim between us, and any claim by either of us against any agent, employee successor, or assign of the other, including to the full extent permitted by applicable law, third parties who are not party to the Agreement whether related to the Agreement or otherwise, including past, present, and future Claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, then these Claims shall be resolved, upon election by any party, exclusively and finally by binding arbitration. Private arbitration will be conducted by a neutral arbitrator and administered by the American Arbitration Association (“AAA”) in accordance with its commercial arbitration rules, as modified by these Terms. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. This arbitration provision shall survive termination of the Agreement.
c. Small Claims. Instead of proceeding to arbitration, either you or we have the option to pursue a Claim in small claims court (or the equivalent) so long as the Claim (1) remains in that court, and (2) is made solely on our behalf (if brought by us) or on your behalf. However, if that claim is transferred or appealed to a different court, we reserve our right to elect arbitration.
d. Class Actions and Severability. If either party elects to resolve a claim by arbitration, that Claim shall be arbitrated on an individual basis. There shall be no right or authority for any claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other subscribers or other persons similarly situated. No Claim submitted to arbitration is heard by a jury or may be brought as a private attorney general. You do not have the right to act as a class representative or participate as a member of a class of claimants with respect to any Claim submitted to arbitration (“Class Action Waiver”). The parties acknowledge and agree that under no circumstances will a class action be arbitrated. If any portion of this arbitration agreement or the Class Action Waiver is limited, voided or cannot be enforced, then the entirety of this arbitration provision (except for this sentence) shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver, that portion will be severed, and the rest of the arbitration agreement will continue to apply. “Claim” does not include any challenge to the validity and effect of the Class Action Waiver, which must be decided by a court. If this entire agreement to arbitrate shall be null and void, then the parties agree that any actions shall be brought in the State or Federal courts of New York, New York.
e. Binding Effect. This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”), and not by any state law concerning arbitration. In the arbitration proceeding, the arbitrator must follow applicable law, and any award may be challenged, as set forth in the FAA. Any court with jurisdiction may enter judgment upon the arbitrator’s award. The arbitrator’s decision is final and binding on all parties and may be enforced in any federal or state court with jurisdiction.
i. Governing Law. To the fullest extent permitted by law and except as explicitly provided otherwise, this Agreement and any disputes arising out of or relating to it will be governed by the laws of the state of New York. If for some reason these arbitration requirements do not apply, or a claim proceeds in small claims court, we each waive any trial by jury and a judge will decide any and all disputes.
ii. Time Limits. EXCEPT WHERE PROHIBITED BY LAW, YOU ARE NOT ALLOWED TO BRING ANY CLAIM AGAINST FCA US OR SIRIUS XM MORE THAN TWO YEARS AFTER THE CLAIM ARISES.
iii. Communicating with Each Other. You can contact us at 1-844-796-4827 or by mail at or Sirius XM Guardian, P.O. Box 33058, Detroit, MI 48232; or by pressing the Assist Button in your Vehicle and choosing the SiriusXM Guardian Customer Care option to speak to a SiriusXM Guardian a
iv. Notice Information. ANY WRITTEN NOTICE FROM YOU REQUIRED BY THIS AGREEMENT WILL BE CONSIDERED GIVEN WHEN RECEIVED AT: FCA US LLC, 1000 Chrysler Drive, Auburn Hills, MI 48326-2766, Attn: Legal Department, and: Sirius XM Connected Vehicle Services, 1221 Avenue of the Americas, 35th Floor, New York, NY 10020, Attn: Legal Department. ANY WRITTEN NOTICE FROM US REQUIRED BY THIS AGREEMENT WILL BE CONSIDERED GIVEN WHEN WE SEND IT BY EMAIL TO ANY EMAIL ADDRESS YOU HAVE PROVIDED TO US, OR TWO DAYS AFTER WE MAIL IT TO YOU AT THE MOST CURRENT BILLING ADDRESS WE HAVE ON FILE FOR YOU.
v. Changes to this Agreement. WE RESERVE THE RIGHT TO CHANGE THESE TERMS AT ANY TIME. ANY CHANGES WILL BE EFFECTIVE UPON POSTING OF THE REVISIONS ON THE ALFAROMEOCONNECT.COM WEBSITE REFLECTING THE NEW EFFECTIVE DATE. THIS INCLUDES BUT IS NOT LIMITED TO CHANGING THE PRICES OR SERVICES PROVIDED. IF WE MAKE ANY MATERIAL CHANGES TO THIS AGREEMENT THAT, IN OUR SOLE JUDGMENT, WOULD HAVE AN ADVERSE EFFECT ON YOUR USE OF THE SERVICE, OR IF ANY SUCH CHANGE MATERIALLY AFFECTS YOUR RIGHTS UNDER THE AGREEMENT, WE WILL PROVIDE YOU WITH NOTICE OF SUCH CHANGE, WHICH MAY INCLUDE NOTICE BY ELECTRONIC MAIL. YOU MAY CANCEL YOUR SERVICES OR AGREE TO THE CHANGE. IF YOU DO NOT CANCEL YOUR SERVICES WITHIN THIRTY (30) DAYS OF THE DATE OF THE NOTICE, THEN YOU WILL BE AGREEING TO THE CHANGE AND IT WILL AUTOMATICALLY BECOME PART OF THE AGREEMENT. YOU SHOULD FREQUENTLY REVIEW THESE TERMS (INCLUDING THE EFFECTIVE DATE) AND APPLICABLE POLICIES FROM TIME TO TIME TO UNDERSTAND THE TERMS THAT APPLY TO YOUR USE OF THE SERVICES. In the event of any potential conflict between these Terms and the terms of any offer for the Services, these Terms will govern. You can obtain a copy of the terms in effect at the time, online at alfaromeoconnect.com/sirius-xm-guardian/terms.html or by calling us toll-free at 1-844-796-4827.
vi. Our Relationship. The Agreement does not create any fiduciary relationships between you and us. It also does not create any relationship of principal and agent, partnership, or employer and employee.
We can assign the Agreement or your obligations to pay under it in whole or in part to anyone we choose. You cannot assign the Agreement or your obligations to anyone else without our prior written consent and any attempted assignment in violation of this provision shall be void.
vii. Final Provisions. The Agreement (which includes, without limitation, these Terms and any other Alfa Connect Services or SiriusXM Guardian Services documents incorporated herein by reference) is the entire agreement between you, FCA US and SiriusXM, as applicable. The Agreement supersedes all other agreements or representations, oral or written, between us, past or present. This Agreement will not be presumptively construed for or against any party. Section titles used in these Terms are for convenience only. If any part of the Agreement is considered invalid by a court or arbitrator, the rest of it will remain enforceable. Even after the Agreement has ended, its provisions will govern any disputes arising out of or relating to it (unless it has been replaced by a new agreement between us). It will also be binding on your heirs and successors and on our successors and assigns. No waiver of any part of the Agreement, or of any breach of it, in any one instance will require us to waive any other instance or breach. IN SOME CIRCUMSTANCES WE MIGHT DECIDE TO PROVIDE YOU SERVICE VOLUNTARILY EVEN IF YOU WOULD NOT OTHERWISE QUALIFY. THIS WILL NOT BE DEEMED A WAIVER OR REQUIRE US TO DO SO AGAIN. YOU AGREE WE WILL NOT BE LIABLE FOR ANYTHING RESULTING FROM OUR PROVISION OF SUCH SERVICE.