Service, Support, and Troubleshooting - Dealer’s Customers Sample Clauses

Service, Support, and Troubleshooting - Dealer’s Customers. Dealer must not enter into any agreements with or make any representations, warranties, or commitments, express or implied, to Dealer’s Customers that are contrary to, or conflict with, this Agreement or that Dealer cannot be reasonably certain of fulfilling. Dealer must not (a) tamper or interfere with, fraudulently use, misuse, or knowingly allow Dealer’s Customers or End Users to tamper or interfere with, or misuse, Uplink Solutions; or (b) engage in, or knowingly allow Dealer’s Customers or End Users to engage in, any activity that threatens to harm the Uplink Platform or the facilities of a third party. Except as otherwise expressly agreed in writing by Uplink, Dealer is solely responsible for providing all support and customer care services to Dealer’s Customers; Uplink may, however, provide incidental support to Dealer’s Customers from time to time at Dealer’s request. Additionally, Dealer must furnish, at its own expense, toll-free access to Dealer’s third-party monitoring service provider. Alternatively, Uplink will arrange for access at Dealer’s expense. As an expert in the field, Dealer acknowledges that electronic equipment may cease functioning properly and that signals generated by such equipment may cease being generated or transmitted at any time for any number of reasons, and therefore agrees to assume the sole responsibility for monitoring, testing, and, as necessary, troubleshooting and properly servicing, any and all equipment located at the premises of Dealer’s Customers (or installed in their vehicles). It is solely incumbent upon Dealer to properly service Uplink Devices that are in, appear to be in, or re suspected to be in, an error state. Dealer acknowledges that Uplink does not and cannot actively monitor Uplink Devices and, in particular, affirms that Uplink does not provide monitoring services; those functions are solely and exclusively Dealer’s. IN VIEW OF THE FOREGOING, DEALER, ON ITS OWN BEHALF AND ON BEHALF OF ITS INSURER(S) AND THIRD-PARTY MONITORING SERVICE PROVIDERS, AGREES TO HOLD HARMLESS, DEFEND, AND INDEMNIFY UPLINK AND UPLINK’S AFFILIATES, SUCCESSORS, AND ASSIGNS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO THE FAILURE OR ALLEGED FAILURE TO MONITOR OR TIMELY SERVICE AN UPLINK DEVICE, OR OTHER EQUIPMENT INSTALLED OR MAINTAINED BY DEALER OR IT...