In a nutshell:

This is a binding legal agreement between us for your use of the Roadeazy Platform.
We provide the Platform as a paid service, sold directly or through authorized resellers, and make efforts to ensure it works properly.
The Roadeazy Devices you bought from us or our Resellers are yours; please take good care of it and of your data stored on the memory storage in the Devices.
You agree to our Privacy Policy and you will respect the privacy of anyone who can be viewed or heard in the video and audio captured by the Devices, including Drivers, Passengers, employees, contractors, and especially any children in the vehicle. Be aware that you are solely responsible for protecting their privacy and might be subject to fines and penalties if you violate people’s rights to privacy.
You agree to use Roadeazy according to any applicable Federal or local law, including but not limited to, privacy and labor laws.
If you do not agree, please do not use Roadeazy. If you do not understand anything in this agreement, please consult with your lawyers.

Now in more details:

By clicking the “Accept” or “Login” buttons and/or by using the Roadeazy Platform (as defined below) you expressly acknowledge and agree that you, on behalf of yourself and your organization (the “Customer” or “you”), are entering into a legal agreement with Roadeazy Inc. (the “Company”, “we”, “us” or “our”) (each, a “Party” and collectively, the “Parties”), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this License Agreement (“Agreement”). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement, please do not use the Platform.

1. Subject to the terms and conditions of this Agreement, the Company hereby grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to remotely access the Company’s proprietary fleet management software (the “Application”), which is provided via cloud service, on a Software as a Service (SaaS) basis, including any and all improvements, corrections, updates, new releases and new versions and any related documentation, and excluding the physical Devices as defined below (“Roadeazy Platform” or the “Platform”) that the Customer has purchased from the Company or its authorized reseller (“Reseller”), and use it for its internal business purposes, together with Company’s proprietary software embedded on hardware devices in the vehicle - an AI Video Gateway connecting the car and its telematics data to the Platform over a telecommunications modem and an edge dash dual-side camera device - provided per vehicle (“Devices”). You may only use the Platform in accordance with its documentation, subject to the use limitations indicated in the agreement entered between you and the Company and/or you and the Reseller, including any purchase order (“Reseller Order”) and applicable laws. The Reseller Order is, for the avoidance of doubt, in addition to, and without derogating from, any other use restrictions set forth herein.

2. Physical Devices. The Company licenses its Platform, and may sell Devices, through authorized Resellers. The Company is not a party to the sales transaction between the Reseller and the Customer and disclaims any liability arising from representations, warranties, installations, or agreements made by Resellers that are inconsistent with this Agreement or the Company’s policies. The Platform makes use of the Devices and processes data on the Devices in accordance with the settings selected by the paying Customer of the Platform or as otherwise authorized by you hereunder. Following your payment and delivery, the physical Devices are your property (excluding the software and other intellectual property in the Devices). The Devices are subject to the license terms and usage documentation applicable to them, if any. You shall use the Devices in a careful and proper manner in accordance with the documentation, and in compliance with all applicable laws, ordinances or regulations, including applicable privacy, labor, road safety, and transportation laws. You are solely responsible for the safekeeping of the Devices and any data stored and processed on the Devices – and especially video and audio stored on the Devices’ storage and any data processed exclusively on the Devices – including their protection against accidental or unlawful destruction, loss, stealth, alteration, unauthorized disclosure of, or access to data on the Device. For any support or warranty claims related to the Devices purchased through a Reseller, Customers should contact the Reseller.

3. Data Ownership and Usage Rights: The Company acknowledges that Customers retain ownership of all data collected through the Platform and Devices, including video, audio, telematics, and location data. By using the Platform, Customers grant the Company a limited, non-exclusive right to use collected data for Platform functionality, customer support, analytics to improve service, and any other purpose mentioned in the Company’s Privacy Policy (see below). The Company will not sell, lease, or share identifiable Customer data with third-parties for commercial purposes.

4. Payment. The Platform is conditioned on Customer’s payment of the applicable fees. If the fees are not paid, the Company can suspend or terminate Customer’s access to the Platform, and/or take any other legal action.

5. Customer Account. The Platform may only be used through a Customer account (“Account”). Such an Account may be accessed solely by the Customer’s representatives who are explicitly authorized by the Customer to use the Platform (“Permitted Users” or “Users”). The Customer will ensure that the Permitted Users keep the Account login details secure at all times and comply with the terms and conditions of this Agreement and the Privacy Policy (as defined below). The Customer will be fully and solely responsible for any breach of this Agreement or the Privacy Policy by its Users. Unauthorized access or use of the Account or the Platform must be immediately reported to the Company. The Company may audit the Customer’s use of the Platform in order to ensure compliance with this Agreement, to provide customer support, and in case of a suspected security breach.

6. Prohibited Uses. Except as specifically permitted herein, without the prior written consent of the Company, the Customer must not, and shall not allow any Permitted User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of or distribute any part of the Platform (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s rights under this Agreement with any third party; (iii) use any “open source” or “copyleft software” in a manner that would require the Company to disclose the source code of the Platform to any third party; (iv) disclose the results of any testing or benchmarking of the Platform to any third party; (v) disassemble, decompile, reverse engineer or attempt to discover the Platform’s source code or underlying algorithms; (vi) use the Platform in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vii) remove or alter any trademarks or other proprietary notices related to the Platform; (viii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce use limitations; (ix) export, make available or use the Platform in any manner prohibited by applicable laws, including without limitation export control and sanctions laws which prohibit the use of the Platform in sanctioned countries (currently, as of November 2024, Cuba, Iran, North Korea, Russia, Syria, and Regions of Ukraine: Crimea, Donetsk, and Luhansk); and/or (x) transmit any malicious code (e.g., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable or shut down a computer system or any component of such computer system) or other unlawful material in connection with our Platform. Company may immediately terminate this Agreement, and Customer’s access to the Platform, in the event that Customer breaches the provisions of this Section 5.

7. Privacy. All conduct and communications in connection with this Agreement or the use of the Platform are governed by our Privacy Policy, available at https://roadeazy.com/privacy (“Privacy Policy”). By accepting this Agreement, you acknowledge that you have read the Privacy Policy and agreed to its terms. This is a precondition to the rights granted pursuant to this Agreement. If you do not agree to the terms of the Privacy Policy or the privacy terms in this Agreement, do not use the Platform.

8. Service Provider and Data Processor Relationship

8.1. The Company provides the Platform empty of any personal data. The Customer, or the Customer’s organization, determines the purposes for which the Platform is used, and the means to collect data from Customer’s Devices through the settings of each Device or vehicle in the Account. Customer agrees to comply with all applicable legislation relating to privacy and the protection of personal data in any relevant jurisdiction worldwide, including (without limitation): the California Privacy Rights Act (“CPRA”); any local or federal privacy law or regulation, and any law, regulation, or guideline applicable to the use of videos, cameras, or video surveillance; and any implementing or successor legislation to the foregoing; as well as any amendments and/or re-enactments of the foregoing. Further, Customer acknowledges and agrees that Company is providing services as a “service provider” (as defined by CPRA) and alternatively a “data processor” (as defined in European privacy laws), and Customer is the “business” (as defined by CPRA) and “data controller” (as defined by European privacy laws). For the purposes of this Agreement, “Controller” shall refer to “data controller” and “business” (as defined by CPRA), as applicable.

8.2. IT IS THEREFORE THE CUSTOMER’S RESPONSIBILITY AND DUTY TO INFORM ANY REPRESENTATIVE, AFFILIATE, EMPLOYEE, CONTRACTOR, DRIVER, PASSENGER, FAMILY MEMBER, OR ANOTHER INDIVIDUAL MAKING USE OF THE PLATFORM, OR BEING PHOTOGRAPHED OR RECORDED BY A DEVICE (“PERSON”) OF THE EXISTENCE OF THE DEVICES, THE NATURE OF THE PLATFORM AND THE VIDEO, AUDIO, AND DATA COLLECTED BY THE PLATFORM, AND HIS/HER RIGHTS AND OBLIGATIONS ACCORDING TO ANY APPLICABLE LAW AND REGULATION, such as the identity and contact details of the Customer as the Controller; the purposes of the processing of personal data on the Platform; the legal basis or bases for such processing; the legitimate interests pursued by the Customer or the Customer’s organization; the recipients of personal data within and outside the Customer’s organization (“Recipients”); the potential transfer of personal data to third countries by the Customer or the Company (as described in the Privacy Policy); the period for which the data will be stored; the existence of any privacy rights and their exercise by demand from, and/or in collaboration with, the Customer as the Controller; whether the use of the Devices and/or the provision of personal data is a statutory or contractual requirement, or a requirement necessary to enter into a contract, as well as whether the Person is obliged to use the Devices and/or provide the personal data and of the possible consequences of failure to provide such data; and/or the Person’s rights according to any applicable privacy law, employment law, or other law, with respect to the use of the Platform and the personal data it may collect.

8.3. WHEREVER AN EXPLICIT CONSENT OF A PERSON IS REQUIRED FOR THE CUSTOMER’S USE OF THE PLATFORM ACCORDING TO ANY APPLICABLE LAW, IT IS THE CUSTOMER’S RESPONSIBILITY TO ATTAIN SUCH CONSENT FROM THE PERSON, IN THE FORM AND TO THE EXTENT REQUIRED. In the event that any Person withdraws consent to processing of their personal data, and the Person’s consent is required to process its personal data, then the Customer shall immediately withdraw such Person’s access to any vehicle where Devices are installed, restrict such Person’s access to the Platform, and inform the Company without delay if its assistance is needed in restricting the processing of the Person’s personal data.

8.4. IF YOU ARE AN EMPLOYER AND MAKE USE OF THE DEVICES AND PLATFORM WITH RESPECT TO YOUR EMPLOYEES OR CONTRACTORS, YOU REPRESENT THAT YOU HAVE VERIFIED, AND COMPLY WITH, ALL YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO SUCH USE ACCORDING TO ANY APPLICABLE LOCAL OR FEDERAL LAW AND GUIDELINE, INCLUDING LABOR LAWS, PRIVACY LAWS, VIDEO-RELATED AND SURVAILLANCE-RELATED REGULATIONS.

8.5. THE CUSTOMER SHALL ALSO TAKE CARE OF THE EXERCISE AND EXECUTION OF ANY PERSON’S RIGHT OR REQUEST WITH RESPECT TO HIS OR HER PRIVACY AND PERSONAL DATA, to the extent applicable, including but not limited to: the right to know what personal data is collected, stored, and processed; the right to access personal data; the right to rectify inaccurate or incomplete personal data; the right to delete and erase personal data (“right to be forgotten”); the right to restrict processing of personal data for a certain period or under certain conditions; the right to data portability of personal data to another data controller in a structured format; the right to object to the processing of personal data, and specifically for direct marketing purpose; the right not to be subject to a decision based solely on automated decision-making; the right to avoid the sale of personal data to third parties; and the right to not receive discriminatory treatment because of the exercise of any privacy rights. As a Customer, you commit to the Company and to any Person using the Platform that you will not be making any decision, especially with legal effect on a Person, based solely on automated decision-making with respect to data processed on the Platform, and that you will use careful, human judgment in making any such decision. You also commit that Users and other Persons exercising their data rights will not face discrimination.

8.6. The Company will enable the Customer to respond to personal data requests to exercise rights under the applicable law. To the extent that the Customer as the Controller does not have the ability to address a request, then upon the Customer’s request, the Company shall provide reasonable assistance to the Customer to facilitate such request to the extent possible and required by applicable law. The Customer shall reimburse the Company for the costs arising from providing this assistance.

8.7. The Company processes any personal data that you as the Customer - including any Person whose data is processed on the Platform on your behalf - provide through the Devices and Platform, according to your instructions, as described below (under Personal Data Processing). The Company may also collect, use, and retain data other than personal data, including without limitation aggregated and de-identified data, from the Devices or the Platform for its own business purposes, including sale of such non-personal data.

8.8. All data captured through Customer’s use of Devices or otherwise provided by Customer to the Platform (e.g. data entered into our Application) is “Customer Data”. The Company and the Platform allow the paying Customer to manage and control the Customer Data on the Platform and fulfill the rights of other Persons on the Customer’s Account. If you got your Devices from a Customer and have any request, please contact first the Customer you got the Devices from. If you’re a paying Customer, and have any issue with respect to your privacy or personal data, or your capabilities as a Controller for any Person, please contact [email protected].

9. Data Processing.

9.1. The Parties acknowledge and agree that the Customer is the Controller of personal data of any Person and the Company is the processor of that data. The purposes of the processing of personal data are determined solely by the Customer as Controller. The processing activities shall include, without limitation, the delivery of the Platform and its services (as configured by Customer), as well as the aggregation and/or de-identification of personal data. The Company will process personal data collected from the Customer’s Devices and according to the settings the Customer has set on the Application, whether directly or through another Permitted User on its behalf. The Company shall collect, process, and use personal data only within the scope of the Customer’s instructions as the Controller.

9.2. The Customer shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure and transfer of personal data to the Company as processor and the processing of personal data. This Agreement is the Customer’s complete and final instruction to the Company in relation to personal data. Additional instructions would require prior written agreement between the Parties. The Customer shall inform the Company as processor without delay about any errors or irregularities related to the processing of personal data.

9.3. The Customer takes appropriate technical and organizational measures to adequately protect personal data on the Devices against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data. The Company takes the appropriate technical and organizational measures to adequately protect personal data on the Platform online against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data.

9.4. The Customer will notify the Company without delay of any loss or theft of a Device, and take any necessary actions as the Controller for the data on such Device. The Company will notify the Customer without undue delay after it becomes aware of any personal data breach on the Platform. At the Customer’s request, the Company will provide the Customer as Controller with reasonable assistance necessary to enable the Controller to notify relevant personal data breaches to competent authorities, if the Customer is required to do so under the applicable law.

10. Sharing of vehicle data, device data, video, audio, and other personal data.

10.1. The Platform enables the Customer to give access to live video and audio streams from connected Devices, and to share links to view stored video, audio, and/or other Devices and telematics data, such vehicle data, speed, acceleration, deceleration, braking, turns, lane weaving, tailgating, stops, and collisions, and other driving events (“Shared Data”). Such Shared Data may include personal data of the Person driving the vehicle (“Driver”), Persons or people accompanying the Driver in the vehicle (“Passengers”), and other people outside the vehicle captured by the Devices’ cameras (“Other People”).

9.2. As a Customer, you will pay careful consideration when sending Shared Data to any third party within or outside your organization (“Recipients”). Consider the privacy of any Person whose personal data is part of the Shared Data, his or her rights, and your obligations as the Controller. Consider carefully your legal basis and legitimate interest in such data sharing. Ensure the Recipients also take appropriate technical and organizational measures to adequately protect personal data, especially against unauthorized disclosure of, or access to, personal data. Please make use of the controls the Platform allows to limit the access to Shared Data, for example by time or amount of views.

9.3. As a Recipient, by accessing any Shared Data, you might be subject to certain obligations pursuant to applicable Federal and local privacy laws. You’re responsible for any action you take with respect to such Shared Data. Consider carefully the privacy of any Person whose personal data is part of the Shared Data, his or her rights, and your obligations as a Recipient of such data. Limit distribution and usage of Shared Data to the minimum needed to fulfill your duties, legal basis, or legitimate interest in accessing and processing Shared Data. Any obligation of a Customer according to this Agreement, will apply, with due changes, to you as a Recipient. If you do not agree to this Agreement and its terms, do not access the Shared Data.

10. Children. Roadeazy is a technology platform for fleet management and is not intended for children. We do not knowingly collect or process information about children, although Passengers and Other People who are children might be captured on Customers’ video or audio data coincidentally. The Roadeazy Platform makes no attempt whatsoever to personally identify Children, Passengers, or Other People who appear on Customers’ data processed on the Platform. The Company reserves the right to delete or prevent further processing of any videos containing personal data of children on its sole discretion to comply with any law or to protect children’s rights or its legal interests, and the Customer agrees to any such action by the Company, also on behalf of its Users and Drivers.

11. Other processors. The Company uses additional processors around the world for various processing activities needed for the performance of the Platform, our Application, our websites, our other products and services, our operations, and our business, and shares information with such processors on a need basis. Without derogating from the generality of the above, such processors include hosting and backup providers, analytics providers, website technology, advertising technology, telecommunication services, media transmission services, security technology, and more. The company shares information with each processor based on the business need in using such a processor, to protect personal data while still effectively benefiting from the services of such a processor. The Company takes appropriate safeguards in the selection of its processing vendors around the world to require that Customer Data is well protected. It may be the case that a country where your Customer Data is processed has different, or less protective, data protection and privacy regulation than in your country, and you agree to such data transfers and processing by the other processors selected by the Company.

12. Data and Retention.

12.1. The duration and period of processing of Customer Data by the Company will be the term of this Agreement, or such longer period as authorized hereunder.

12.2. During the term of this Agreement, the Company will (i) retain the Customer Data uploaded to the Platform for a period of 30 days^[a]^[b] from upload, after which the Company will remove this data from the Customer Account automatically unless the Customer has elected an alternative data retention period offered by the Company, and, (ii) in its own discretion, choose whether to maintain any such Customer Data on the Platform for the Company’s use provided such use does not enable the identification of a natural person. Within the aforementioned data retention period, Customers, as Controllers, can backup Customer Data from the Platform to other systems of their choosing, delete personal data from their Account, remove Devices (or vehicles and the Devices therein) from the Platform, or delete their entire Account altogether. Customer’s actions on the Platform may result in the deletion, de-identification, or anonymization of all data related to the Devices on the Platform (excluding any data stored on the Devices themselves, which may require manual deletion by the Customer) or the Customer Account, respectively.

12.3. Following the termination of this Agreement, and unless instructed otherwise in advance by the Customer, all personal data stored on the Customer’s Account will be deleted or used in an anonymized way that does not enable the identification of a natural person, unless there is a legal reason or legitimate interest of the Company to retain any data. If the Company is unable to delete personal data for technical or other reasons, the Company will apply measures to ensure that identifiable personal data is not further processed.

12.4. The Customer will be solely responsible for the consequences of such agreed deletion or anonymized use of personal data. Any additional cost arising in connection with the deletion or transfer of personal data to the Customer related to the termination of the Agreement shall be borne by the Customer.

12.5. The Company may keep the personal data of the paying Customer and its representatives also following the termination of this Agreement, for any legitimate business or legal purpose (e.g. financial records retention or as evidence for litigation), including all purposes stated in our Privacy Policy.

12.6. The Customer owns its Customer Data. Customer Data does not, however, include Devices’ technical information (such as Devices’ identifiers, status information, and other technical information that is routinely uploaded) or insights and other information, data, or content (such as locations of road signs and traffic signals) that has been calculated, processed, or derived from Customer Data, including, without limitation, through the use of algorithms, all of which are owned by the Company and may be shared and retained for its own business purposes.

12.7. AI and Data Analytics: The Roadeazy Platform may use Artificial Intelligence (AI) technology and analytics features to process telematics, video, and audio data for its functionality, including operations, performance management, fleet management, and safety. Customers can choose to opt-out of certain analytics features using the Application or by contacting customer support.

12.8. Data Portability. Insofar as the Customer - as a business - has a legal right to data portability in applicable laws, then the Company will provide Customer Data in a structured, commonly used, and machine-readable format. Portability requests may be subject to limitations permitted by law, including but not limited to, restrictions on data that is anonymized, aggregated, archived, or that involves proprietary information. The Customer, as a business, agrees to cover reasonable costs incurred by the Company in fulfilling such data portability requests, with work to proceed only upon the Customer’s agreement to pay for these costs.

12.9. Customer hereby grants Company the right to access, use, and disclose Customer Data, whether stored within the Platform, or on the Devices, (i) for the provision of services as specified in this Agreement, including, without limitation, monitoring, research, development, improvement, and expansion of such services, and (ii) except with respect to personal data elements, for any other lawful purpose (which shall survive termination or expiration of this Agreement).

12.10. The Company may use any usage, statistical, derived, inferred, or anonymized data from the Customer’s Account and Devices, whether active or inactive, during the term of this Agreement or following its termination. Anonymized, aggregated, or de-identified data derived from the Customer’s use of the Platform or Devices can also be used for the purpose of training, developing, and improving the Company’s AI models, provided that this data cannot reasonably be used to identify any individual. The Customer will have no claim against the Company for any such use.

13. Warranties. You represent that you have the power and authorization to contract with the Company on behalf of your organization according to the terms of this Agreement. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.

14. Intellectual Property Rights. The Platform is not for sale and is the Company’s sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Platform and the Company’s proprietary software embedded in the Devices, and any and all improvements and derivative works thereof are and shall remain owned solely by Company or its licensors. This Agreement does not convey to Customer any interest in or to the Platform other than a limited right to use the Platform in accordance with the terms and conditions of this Agreement. Nothing herein constitutes a waiver of the Company’s intellectual property rights under any law. If Company receives any feedback (e.g., questions, comments, suggestions or the like) from the Customer or any of its Users regarding the Platform (collectively, “Feedback”), then all rights, including intellectual property rights in such Feedback shall belong exclusively to Company. The Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has, or its Users have, in such Feedback and waives any and all rights that Customer or its Users may have in respect thereto. It is further understood that use of Feedback, if any, may be made by the Company at its sole discretion, and that the Company in no way shall be obliged to make use of any kind of the Feedback or part thereof.

15. Limited Warranties. The Company represents and warrants that, under normal authorized use, the Platform shall substantially perform in conformance with its documentation. As Customer’s sole and exclusive remedy and the Company’s sole liability for breach of this warranty, the Company shall use commercially reasonable efforts to repair the Platform, in accordance with the Service Level Agreement between the Parties (if any). The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to: (i) repair, maintenance or modification of the Platform by persons other than the Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Platform; (iii) use of the Platform other than in accordance with the Platform’s documentation; (iv) Customer’s failure to implement software updates provided by the Company specifically to avoid such failure; or (v) the combination of the Platform with equipment or software not authorized or provided by the Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS. THE LIMITED EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY; AND EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, COMPANY AND ITS LICENSORS, SUPPLIERS, SUBCONTRACTORS, AND DISTRIBUTORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY AND ITS LICENSORS, SUPPLIERS, SUBCONTRACTORS AND DISTRIBUTORS MAKE NO WARRANTY THAT THE PLATFORM WILL WORK IN COMBINATION WITH ANY HARDWARE OR SOFTWARE PRODUCTS PROVIDED BY THIRD PARTIES, THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL DEFECTS IN THE PLATFORM OR DEVICES CAN BE CORRECTED, OR THAT ANY SPECIFIC RESULT OR OUTCOME WILL BE ACHIEVED BY UTILIZING THE PLATFORM. FURTHER, NEITHER COMPANY, ITS LICENSORS, SUPPLIERS, SUBCONTRACTORS, DISTRIBUTORS NOR RESELLERS MAKE ANY WARRANTY THAT ACCESS TO THE PLATFORM OR ASSOCIATED NETWORK COVERAGE (E.G. WIRELESS NETWORK COVERAGE) WILL BE CONTINUOUS OR UNINTERRUPTED. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE DEVICES AND ASSOCIATED PLATFORM ARE FOR FLEET MANAGEMENT ONLY. THEY ARE NOT A SUBSTITUTE FOR SAFE, CONSCIENTIOUS DRIVERS. THEY CANNOT COMPENSATE FOR A DRIVER THAT IS DISTRACTED, INATTENTIVE OR IMPAIRED BY FATIGUE, DRUGS OR ALCOHOL. WHETHER THE DEVICES ARE IN USE OR NOT, DRIVERS ALONE ARE RESPONSIBLE FOR THEIR DRIVING AND TO AVOID A COLLISION. CUSTOMER’S DRIVERS SHOULD NEVER WAIT FOR THE PLATFORM OR DEVICES TO PROVIDE A WARNING BEFORE TAKING MEASURES TO AVOID AN ACCIDENT. FAILURE TO DO SO CAN RESULT IN SERIOUS PERSONAL INJURY OR DEATH OR SEVERE PROPERTY DAMAGE, AND COMPANY DISCLAIMS ANY AND ALL LIABILITY RELATING TO ANY SUCH ACTIONS. CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD COMPANY AND ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES HARMLESS FROM ALL DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) RELATING TO THE ACTION OR INACTION OF CUSTOMER’S DRIVERS.

16. Connectivity. COMPANY’S ABILITY TO PROVIDE THE PLATFORM’S SERVICES IS SUBJECT TO AVAILABILITY OF REMOTE INTERNET CONNECTIVITY TO THE DEVICES. CUSTOMER ACKNOWLEDGES THAT PLATFORM IS MADE AVAILABLE ONLY WITHIN THE OPERATING RANGE OF WIRELESS MOBILE DATA NETWORKS AND COMPANY’S SERVICE AREA. SERVICE MAY BE TEMPORARILY REFUSED, INTERRUPTED, OR LIMITED BECAUSE OF: (A) FACILITIES LIMITATIONS; (B) TRANSMISSION LIMITATIONS CAUSED BY ATMOSPHERIC, TERRAIN, OTHER NATURAL OR ARTIFICIAL CONDITIONS ADVERSELY AFFECTING TRANSMISSION, WEAK BATTERIES, SYSTEM OVERCAPACITY, MOVEMENT OUTSIDE A SERVICE AREA OR GAPS IN COVERAGE IN A SERVICE AREA AND OTHER CAUSES REASONABLY OUTSIDE OF CARRIER’S CONTROL SUCH AS, BUT NOT LIMITED TO, INTENTIONAL OR NEGLIGENT ACTS OF THIRD PARTIES THAT DAMAGE OR IMPAIR THE NETWORK OR DISRUPT SERVICE; OR (C) EQUIPMENT MODIFICATIONS, UPGRADES, RELOCATIONS, REPAIRS, AND OTHER SIMILAR ACTIVITIES NECESSARY FOR THE PROPER OR IMPROVED OPERATION OF THE PLATFORM. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE AVAILABILITY OR QUALITY OF MOBILE DATA SERVICES OR ROAMING SERVICES PROVIDED BY MOBILE DATA NETWORK PROVIDERS, AND COMPANY WILL NOT BE LIABLE IN ANY CAPACITY FOR ANY ERRORS, OUTAGES, OR FAILURES OF MOBILE DATA NETWORKS. IF WIRELESS SERVICE CONNECTIVITY IS INCLUDED WITH CUSTOMER’S SUBSCRIPTION TO THE PLATFORM, THEN THE CUSTOMER UNDERSTANDS AND AGREES THAT IT: (a) HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING WIRELESS CARRIER, (b) IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN COMPANY AND THE UNDERLYING CARRIER, (c) THAT THE UNDERLYING CARRIER HAS NO LIABILITY OF ANY KIND TO CUSTOMER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, (d) THAT DATA TRANSMISSIONS MAY BE DELAYED, DELETED OR NOT DELIVERED, (e) THE UNDERLYING CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE PLATFORM OR THE DEVICES.

17. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, RESELLERS, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE PLATFORM OR THE DEVICES. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM, THE DEVICES, THE CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES FROM THE PLATFORM OR RESULTS THAT ARE OBTAINED FROM USE OF THE PLATFORM (E.G., DATA, INFORMATION, LOCATION, TELEMATICS, DRIVING BEHAVIOR, EVENTS, ETC.); (II) PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PLATFORM; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL DATA STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM; (VII) DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY CUSTOMER, PERSON, OR THIRD PARTY; AND/OR (VIII) ANY ACTION OR INACTION OF THIRD PARTIES. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, RESELLERS, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT THE CUSTOMER HAS PAID TO COMPANY HEREUNDER IN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM, OR $1,000, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

18. Class Action Waiver. Any proceedings in any dispute arising from or relating to this Agreement or use of the Platform by any Customer, User, or Driver, in any forum, will be conducted solely on an individual basis and not as a class action, consolidated action, private attorney general action, or other representative action. The Customer, its Users and Drivers expressly waive any right to file a class action, participate in a class action, or seek relief on a class basis. Unless the Company agrees in writing otherwise, the court or other litigation or arbitration body will not consolidate more than one person or entity’s claims.

19. Indemnification. You agree to defend, indemnify and hold harmless the Company, its affiliates, its Resellers, and its and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Platform; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any privacy rights, employment and labor rights, copyright, or property right. Without derogating from or excusing your obligations under this Section, we reserve the right (at your expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.

20. Term and Termination. This Agreement is effective during the term specified under the Reseller Order, unless terminated earlier by us or you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Platform; and/or (ii) terminate this Agreement and your use of the Platform with or without cause, and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Platform in any way, your only recourse is to immediately discontinue use of the Platform. Upon termination of this Agreement, you shall cease all use of the Platform. This Section ‎and the Sections regarding Privacy, Data and Retention, Warranties, Intellectual Property Rights, Limited Warranties, Limitation of Liability, Indemnification, and Miscellaneous shall survive termination of this Agreement.

21. Updates. The Company may update this Agreement from time to time and such updates will be posted to this URL. Customer represents and warrants that any Permitted User with an administrator Account permissions have the necessary authority to agree, on behalf of Customer, to any updates to this Agreement.

22. Force Majeure. Neither party shall be liable under this Agreement because of any failure or delay in the performance of its obligations (except for payment of money) on account of strikes, shortages, riots, fire, flood, storm, earthquake, acts of God, hostilities, pandemics, outbreak, governmental regulations or actions, or any other cause beyond its reasonable control.

23. Miscellaneous. This Agreement, including any documents referred herein, represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer but may be assigned by Company without restriction or notification. This Agreement shall be governed by and construed under the laws of the State of Delaware, United States of America, without reference to principles and laws relating to the conflict of laws. The U.N. Convention on the International Sale of Goods shall not apply. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

If you have any question or request with respect to this Agreement, you can contact us at: [email protected].