Terms and Conditions

GEOFORCE GENERAL PURCHASE TERMS AND CONDITIONS

These Geoforce Terms and Conditions, including all attachments, addenda, schedules and exhibits, and documents at referenced URLs (collectively, this “Agreement”) are entered into by and between Geoforce, Inc. or one of its Affiliates (“Geoforce”), and the entity identified as the Customer or Purchaser (“Customer” or “Purchaser”) in the signature block of the applicable Order (as defined herein) executed by and between Geoforce and Customer, as of the date specified in such Order (the “Effective Date”).

In connection with either the purchase or Device Lease of Equipment, Customer agrees to enter into a subscription agreement for Software and Services in accordance with the terms of this Agreement. In consideration of the mutual covenants and obligations of the parties set forth in this Agreement, Company and Customer hereby agree as follows:

Definitions

“Affiliate” means, as to a Party, each person that is Controlled by such Party, that Controls such Party, or that is under common Control with such Party.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Party, whether through ownership of voting securities, beneficial interests, by contract or otherwise. The terms “Controlled” and “Controlling” shall have correlative meanings. Upon request, each Party agrees to confirm in writing to the other Party the status of any or all Affiliates.

“Customer Networks” means Customer’s information technology networks, systems, assets, files, information, data and Required Products.

“Equipment” means the Hardware Leased or purchased by Customer as set forth in the preamble to this Agreement.

“Hardware” means certain hardware components and ancillary accessories necessary to connect to and communicate with Company systems that may include, but shall not be limited to, the following: tags (such as RFID tags or GPS enabled network delivery devices that may be attached to Customer’s assets) and equipment (such as tag readers and communication systems that may be installed within Customer’s facilities or other locations).

“Intellectual Property Rights” means, on a worldwide basis, any and all tangible and intangible: (i) copyrights; (ii) trademarks, service marks, logos, trade dress, trade names and the goodwill associated therewith; (iii) rights relating to know-how or trade secrets; (iv) patents; (v) rights in domain names, universal resource locator addresses, telephone numbers (including toll free numbers) and similar identifiers; (vi) all other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license or otherwise; and (vii) all registrations, initial applications (including intent to use applications), renewals, extensions, continuations, divisions or reissues of any of the foregoing now or hereafter in force (including any rights in any of the foregoing).

“Order” means a Company quote for Company’s Services and Equipment to be provided to Customer in writing by Company and accepted by Customer pursuant to countersignature by Customer of such written quote, and which Order shall be subject to and governed by the terms and conditions of this Agreement. Notwithstanding anything to the contrary contained herein, any and all pre-printed terms stated on a Customer order are void and of no force or effect to the extent that they conflict with this Agreement.

“Purchased Equipment” means all Equipment that is purchased by Customer pursuant to this Agreement.

“Leased Equipment” means all Equipment that is Leased by Customer pursuant to this Agreement.

“Required Access” means the Customer Networks required by Company to be provided by Customer for the purposes of Company providing the Services and Equipment described in this Agreement.

“Required Access Rights” means the full license, rights and authorizations provided by Customer to the Company, at its sole costs and expense, that are necessary to allow Company to access or use Customer Networks in order to provide the Services and Equipment.

“Required Products” means the third-party hardware, software, appliances, telecommunications, Internet and other connectivity (but only the model, version, release or other technical specifications of the foregoing that are supported by Company from time to time) as may be specified by Company in the Service descriptions for the applicable Services set forth in the Order.

“Services” means the Company services (including GAAS) to be provided to Customer under the applicable Order. Customer’s Affiliates and third-party contractors may provide the Services to Customer on behalf of Company. Customer acknowledges and agrees that such Affiliates and third-party contractors will be entitled to provide the Services to Customer.

“Software” means any software owned or licensed by Company and provided to Customer under the applicable Order or used by Company to provide the Services under the Order, whether stand alone or as incorporated in Hardware, including any APIs, guides and documentation provided therewith.

“Term” means each of the Software Subscription Term and the Device Lease Term, respectively.

“Work Product” means all deliverables (including Deliverables), data, information, reports, software, works of authorship, materials, inventions and discoveries created, developed or reduced to practice by Company or its personnel or contractors as part of or in the course of providing the Services. For clarity, Work Product does not include Customer’s Confidential Information.

Term

(a) Device Lease Term. Equipment shall be Leased on a timeline specified in the quote or order (the “Device Lease Term”). The Device Lease Term shall automatically renew for an additional Term if this Agreement has not been otherwise terminated in accordance with Section 3. Upon termination, Customer shall return Leased Equipment to Company in full working condition within 30 days at the location designated in the notice. Notwithstanding the foregoing, if Customer has Leased the same equipment for a period of five (5) years or longer and such Leased Equipment has not been replaced by Company within that timeframe, Customer is not obligated to return the Leased Equipment. If the Leased Equipment has been replaced during the past five (5) years Customer must return the Leased Equipment in accordance with the provisions of this Paragraph.

(b) Software and Services Subscription Term. Customer agrees to subscribe to the Software and Services for a period of time specified in the quote or order (the “Software Subscription Term”). The Software Subscription Term shall automatically renew for an additional Term unless otherwise terminated in accordance with Section 3.

Termination

(a) Termination of Auto-Renewal. The Device Lease Term and the Software and Services Subscription Term shall automatically renew for an additional respective 12 month Term unless within thirty (30) days prior to the expiration of any Term Customer provides written notice to Company of its intent to terminate.

(b) Termination for Convenience. Customer may terminate this Agreement or any Order hereunder for convenience upon thirty (30) days written notice, or if later, upon such date as the notice may specify. On the date of such termination, Customer shall pay to Company an early termination fee equal to 100% of the fees for Services not yet performed and products not yet provided under any Order (the “Termination for Convenience Payment”). It is expressly acknowledged by both Parties that this Termination for Convenience Payment shall not be considered liquidated damages due to Company.

(c) Termination for Breach. In the event that: (i) either Party breaches the covenants or obligations contained in this Agreement or the applicable Order; and (ii) such breach is not cured within thirty (30) days (or within five (5) days with respect to a failure to make any payment required hereunder) after the non-breaching Party gives to the breaching Party written notice of such breach, then the non-breaching Party will be entitled to terminate this Agreement and the Order immediately upon written notice thereof to the breaching Party.

(d) Termination by Company. In addition to its rights to terminate this Agreement pursuant to Section 6 at any time during the Term the Company may terminate this Agreement in its sole discretion without penalty.

(e) Effect of Termination. Upon the expiration or earlier termination of this Agreement, all licenses granted to Customer hereunder will terminate and Customer shall cease using the Software in any form and shall return all Leased Equipment in accordance with Section 2.

Payment

(a) Leased Equipment Payment. Customer shall pay per Device Lease Term for the Leased Equipment. Company will invoice Customer each month during the Device Lease Term. Customer shall pay each invoice within thirty (30) days after the Customer’s receipt thereof, without deduction, setoff or delay for any reason, including circumstances arising under any other Order executed by the Parties. Customer may pay Company by making an in-person cash payment to Company or by authorizing Company to continuously charge the debit card or credit card on file with Company during the Device Lease Term in an amount equal to all payments and fees due under this Agreement. Except as in accordance with Section 2, Customer shall also pay other charges in accordance with this Agreement due upon return of the Leased Equipment, including but not limited to: (i) applicable taxes; (ii) charges for maintenance services and cleaning, if any; (iii) loss of, or damage or repair, to the Leased Equipment, loss of use, diminution of the Leased Equipment’s value caused by damage to it or repair to it.

(b) Purchased Equipment Payment.. Geoforce shall invoice Customer for the Hardware, Software, Services and Deliverables in accordance with the applicable Order. Unless otherwise set forth in the Order, Customer shall pay each invoice within 30 days after Customer’s receipt thereof, without deduction, setoff or delay for any reason, including circumstances arising under any other Order executed by the Parties.

(c) Subscription Payment. Customer shall pay per month during the Software Subscription Term for the Services and Software in accordance with the applicable Order (the “Subscription Fees”). Unless otherwise set forth in the Order, Customer shall pay each invoice within thirty (30) days after Customer’s receipt thereof, without deduction, setoff or

delay for any reason, including circumstances arising under any other Order executed by the Parties. Customer may pay Company by making an in-person cash payment to Company or by authorizing Company to continuously charge the debit card or credit card on file with Company during the Device Lease Term in an amount equal to all payments and fees due under this Agreement.

Leased Equipment and Purchased Equipment

(a) Location of Leased Equipment; Restrictions on Use. During the Term, Leased Equipment shall remain in Customer’s possession, unless expressly agreed otherwise in writing by Company. Leased Equipment shall only be used in a careful, proper and good workman-like manner and for its intended use. The use and operation by Customer of the Leased Equipment shall comply with all laws, ordinances, and regulations relating to the possession, use, or maintenance of such Leased Equipment. Customer shall not: (i) permit the Leased Equipment to be used by any person who is not authorized by Company in writing to use such Leased Equipment and (ii) operate, use, maintain, or store the Leased Equipment in a manner that is unsafe, hazardous, or likely to cause damage to the Leased Equipment or to any person or the surrounding environment. If at any time Company determines that Customer has engaged in the actual or potentially unsafe and/or hazardous use of the Leased Equipment, Company may immediately terminate the Agreement. Upon notification of termination for unsafe or hazardous use, Customer shall immediately return the Leased Equipment to the Company and shall be not be entitled to any refund or to a return of the Security Deposit.

(b) Maintenance and Repair; Risk of Loss or Damage. Customer shall maintain the Leased Equipment in good repair and operating condition, allowing for reasonable and normal wear and tear during the Term. Customer shall pay all costs required to maintain and repair the Leased Equipment in good operating condition beyond reasonable and normal wear and tear. Such costs shall include labor, material, parts, shipping, delivery, replacement and similar related costs. The Company shall perform any service of the Leased Equipment related to reasonable wear and tear. If the Leased Equipment requires repair, Company, at its sole discretion may decide to make the repairs. If the Leased Equipment requires third-party repair, Customer shall contact Company to obtain a referral to a third-party repair company. Leased Equipment shall not be repaired or replaced without Company’s prior written consent (it being understood and agreed that e-mail correspondence shall satisfy the requirement of written consent for the purposes described in this Section 6). In the event the Leased Equipment requires replacement, Customer shall return the Leased Equipment within thirty (30) days of the Company issuing any replacement Leased Equipment (subject to Section 2(a)). Customer assumes all risks of loss and damage to the Leased Equipment for any cause and agrees to return Leased Equipment in the condition received from the Company, with exception of normal wear and tear. The Company or its representative will determine normal wear and tear. All determinations made by the Company shall be final, binding and conclusive.

(c) Equipment Return. In accordance with Section 2(a), Customer shall return the Leased Equipment at nearest Geoforce Office or such other address as agreed at Customer’s sole expense. Except in the case of Leased Equipment that has been Leased for over five (4) years, Leased Equipment shall be returned to Company in the same condition as Customer received it, except for normal wear and tear, within 15 days after expiration of any Term. If Leased Equipment has been in the possession of Customer for less than five (4) years, such Leased Equipment must be returned to Company. If Customer fails to return the Leased Equipment, Company reserves the right to take any action necessary to regain possession of the Leased Equipment.

(d) Device Buyout Option: If the leased device is less than four (4) years old at the end of the lease term, the Customer has the option to purchase the device for a one-time payment of twenty dollars ($20.00). To exercise this buyout option, the Customer must notify Geoforce in writing at least thirty (30) days before the end of the lease term. Upon receipt of the buyout payment, Geoforce will transfer ownership of the device to the Customer, and all lease obligations for the device will terminate.

(e) Acceptance of Equipment. Customer acknowledges and certifies that Customer has examined the Equipment pursuant to this Agreement and that it is in good condition, except as otherwise specified herein. Customer shall immediately notify the Company in writing of any preexisting damage or defect to Equipment. If Customer fails to provide such notice in writing within 24 hours after acceptance of the Equipment, Customer will be conclusively presumed to have accepted the Equipment in good condition, “AS-IS, WHERE IS, AND WITH ALL FAULTS (PATENT AND LATENT)” and Customer shall be prohibited and estopped from making any subsequent claim to the contrary, and any such subsequent claim (whether made in contravention of the foregoing prohibition or estoppel, or otherwise) that the Equipment was not provided in good condition shall be null, void, invalid and unenforceable. COMPANY MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

(f) Ownership of Leased Equipment. The Company possesses sole and exclusive title to the Leased Equipment (subject to the limited rights of Customer to possess and use the Equipment solely and as expressly permitted hereunder), and such Leased Equipment shall remain, and shall be deemed to remain, the sole and exclusive personal property of the Company, regardless of the manner in which it may be attached to any other property. Except in the case of Leased Equipment that has not been replaced and has been in the Customer’s possession for a period of five (5) years or more, the Company shall at all times retain the sole and exclusive ownership and title to the Leased Equipment. Customer shall immediately advise the Company regarding any notice of any claim, charges, levy, lien, or legal process (whether arising under or based upon statute, common law or in equity) issued or threatened to be issued against the Leased Equipment or any portion thereof.

(g) Ownership of Purchased Equipment. Upon acceptance of the Purchased Equipment in accordance with Section 9, Customer will possess sole and exclusive title to the Purchased Equipment, and such Purchased Equipment shall be deemed to be the sole and exclusive personal property of the Customer.

Software Subscription and Services

(a) Purchase and Provision of Services. All Services to be provided by Company hereunder shall be purchased under the applicable Order. Unless explicitly included in the Order, the Services do not include any Required Products. Any Required Products included in the Services will be subject to the terms and conditions governing Customer’s license or use of such Required Products, as set forth in the Order. The Order will cover only the Customer entity specifically identified therein.

(b) Grant. Subject to Customer’s compliance with this Agreement and the applicable Order, including payment of all applicable fees owed to Company hereunder, Company hereby grants to Customer, for its internal business purposes only and for no other purposes, a non-exclusive, non-transferable right to access and use the Software for the Term, under the conditions and requirements set forth herein and in the applicable Order. Customer may authorize its contractors and consultants to exercise the above rights for the sole benefit of Customer, provided that Customer is responsible for any breaches of this Agreement by such contractors and consultants.

(c) Customer Responsibilities. Customer is responsible for the following: (i) protecting the names and passwords of Customer’s users of the Software; (ii) preventing, and for promptly notifying Company of, any unauthorized access to or use of the Software; (iii) each user’s compliance with the terms and conditions of this Agreement and the applicable Order and each user’s acts and omissions; (iv) using the Software and Hardware within the permitted scope and limitations and only in accordance with this Agreement and the applicable Order; (v) maintaining archival and backup copies of all Customer Confidential Information and data (and any prior versions thereof) outside of the instance being used by Company to provide the Software; and (vi) using the Software and Hardware in accordance with applicable laws.

(d) Restrictions on Customer’s Use. Customer shall not (and shall not permit others to: (i) license, sub-license, sell, re-sell, Lease, lease, transfer, distribute or time share the Software, or make either available for access by third parties, including, without limitation, in the manner of a service bureau or hosted application; (ii) create derivative works based on or otherwise modify the Software; (iii) disassemble, reverse engineer, decompile or otherwise attempt to derive source code or other trade secrets from the Software or any of the software comprising, or in any way making up, a part of the Software; (iv) access the Software in order to develop a competing product or service; (v) use the Software to provide a service for others; or (vi) use, include, store or send Malicious Code from the Software. For purposes of this Agreement, “Malicious Code” means any undocumented malicious data, code, program, or other internal component (e.g., computer worm, computer time bomb or similar component), which could damage, destroy, alter or disrupt any computer program, firmware or hardware, or which could, in any manner, reveal, damage, destroy, alter or disrupt any data or other information accessed through or processed by the Software or Company’s computer systems in any manner.

(e) Required Products

(i) Not Included in Services. Customer shall, at its sole cost and expense, procure and maintain during the Term all Required Products and all appropriate licenses and rights thereto, including rights of use and rights of access, for Customer, Customer’s Affiliates (if applicable) and for Company, its Affiliates and third-party contractors, as necessary or desirable for Company to provide the Services.

(ii) Included in Services. Notwithstanding Section 7(e)(i) above, if and to the extent any such Required Products are explicitly included in the Services as set forth in the applicable Order, Company shall provide such Required Products as part of the Services pursuant to and in accordance with the terms and conditions of the Order. In such event, any licenses to the Required Products will remain the property of Company.

(f) Required Access. Customer shall provide the Required Access and Required Access Rights to Company. Customer agrees and acknowledges that Company will be unable to provide the Services to Customer unless Customer provides the Required Access and Required Access Rights to Company.

(g) Required Decisions. Customer shall timely provide to Company all such decisions and/or approvals relating to the Services and Deliverables that are identified or requested by Company (the “Required Decisions”). In the event that Customer does not timely provide a particular decision or approval to Company (as determined by Company), Company shall not be obligated to provide any affected Services or Deliverables.

(h) Installation and Configuration.

(i) Customer Responsibilities. Customer shall, at its sole cost and expense, install, configure, and set up all Required Products, including the Hardware and any other software, hardware or other products, as required by Company, to ensure that all data and information necessary or appropriate for Company to provide the Services is delivered and transmitted to and received by Company in the form, format, and timing required by Company.

(ii) Additional Professional Services. Additional professional services work may be provided by Company at Company’s then-curLease rates under a separate Order to be executed by the Parties.

Confidentiality

(a) Definition. As used in this Agreement, “Confidential Information” means all confidential or proprietary information belonging to either Party hereto (the “Disclosing Party”) and disclosed or made available to the other Party (the “Receiving Party”), whether orally, in writing, by computer memory or other media, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes all trade secrets, pricing information, forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if: (i) the Disclosing Party has taken reasonable measures to keep such information confidential; and (ii) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information. Confidential Information shall include, but not be limited to, the terms of this Agreement and any information which concerns technical details of operation of any of Company’s Services or any of Company’s Software or Hardware offered, sold, provided or used to provide the Services hereunder. Confidential Information shall not include, however, any information which, as demonstrated by the Receiving Party: (a) was publicly known prior to the time of disclosure by the Disclosing Party, or becomes publicly known after disclosure by the Disclosing Party through no action or inaction of the Receiving Party in violation of this Agreement; (b) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party; (c) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

(b) Use of Confidential Information. The Receiving Party will only use and disclose the Disclosing Party’s Confidential Information as reasonably necessary to exercise its rights and obligations under this Agreement and the applicable Order. Any other use or disclosure to a third party is prohibited unless expressly permitted in writing by the Disclosing Party. The Receiving Party agrees to hold the Disclosing Party’s Confidential Information in strict confidence and use reasonable measures to protect it as confidential. The Receiving Party shall be permitted to disclose Confidential Information to third parties only to the extent required by law, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure and, upon the request of the Disclosing Party, cooperates in good faith and at the expense of the Disclosing Party in any reasonable and lawful actions that the Disclosing Party takes to resist such disclosure or limit the information to be disclosed.

(c) Return of Confidential Information. Upon written request by the Disclosing Party, the Receiving Party will promptly return or destroy all of the Disclosing Party’s Confidential Information, provided that the Receiving Party shall have the right, subject to the confidentiality requirements of this Agreement, to retain the Disclosing Party’s Confidential Information only to the extent contained in the Receiving Party’s (i) professional work papers, and (ii) secure, archival computer back-up files maintained in the ordinary course of business. If so requested by the Disclosing Party, the Receiving Party shall promptly certify to the Disclosing Party that all Confidential Information has been returned or destroyed in compliance with this section.

8. Assumption of Risk. CUSTOMER ACKNOWLEDGES THAT THE ACTIVITIES FOR WHICH THE EQUIPMENT IS DESIGNED INCLUDE INHELEASE DANGERS, INCLUDING THE RISK OF BODILY INJURY, ILLNESS, DAMAGE, LOSS, AND/OR DEATH. CUSTOMER VOLUNTARILY ASSUMES AND ACCEPTS ALL RISKS ASSOCIATED WITH THE POSSESSION AND USE OF THE EQUIPMENT.

Indemnification; Limitation of Liability; Release of Liability

(a) CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY, ITS EMPLOYEES, MANAGERS, MEMBERS, AGENTS, SERVANTS, SUCCESSORS, HEIRS, ATTORNEYS, EXECUTORS, ADMINISTRATORS, AND LEGAL AND PERSONAL REPRESENTATIVES (EACH, A “COMPANY PARTY”) FROM AND AGAINST ANY CLAIM, DEMAND, CAUSE OF ACTION, LOSS OR LIABILITY (INCLUDING ATTORNEY’S FEES AND COSTS) FOR ANY PROPERTY DAMAGE, PERSONAL INJURY, AND ILLNESS AND/OR DEATH, RESULTING FROM OR IN ANY WAY ARISING OUT OF OR RELATING TO, THE CUSTOMER’S USE OF EQUIPMENT BY ANY CAUSE OR THIS AGREEMENT.

(b) IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OR MISUSE OF EQUIPMENT OR UNDER THIS AGREEMENT, OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), AND IRRESPECTIVE OF WHETHER THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE OR ANY REMEDY SPECIFIED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION ON LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

(c) By executing this Agreement, Customer agrees that Company shall have no liability for any claims or damages resulting from or in any way arising out of or relating to property damage, personal injury, or illness and/or death as a result of any and all activities related to the purchase, Device Lease, operation, or use of Equipment or Software provided by Company. Customer assumes full responsibility for any such damage, injury, illness and/or death which may occur, and further agrees that Company shall not be liable for any loss or theft of Equipment. CUSTOMER SPECIFICALLY AGREES THAT COMPANY SHALL NOT BE RESPONSIBLE FOR SUCH DAMAGE, INJURY, ILLNESS AND/OR DEATH, INCLUDING WITHOUT LIMITATION, CAUSED BY COVID-19, EVEN IN THE EVENT OF NEGLIGENCE OR FAULT BY COMPANY, WHETHER SUCH NEGLIGENCE IS PRESENT AT THE SIGNING OF THIS AGREEMENT OR TAKES PLACE IN THE FUTURE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER, FOR HIMSELF/HERSELF AND ON BEHALF OF ANY FAMILY MEMBER, GUEST, INVITEE, LICENSEE, TRESPASSER, OR ANY OTHER PERSON ACTING UNDER THE DIRECTION OR SUPERVISION OF CUSTOMER OR OTHERWISE BEING ON THE PREMISES OF CUSTOMER, WHETHER SUCH PERSON’S LOCATION AT SUCH PREMISES WAS PERMISSABLE OR IMPERMISSABLE (EACH, A “CUSTOMER PARTY”) IN ANY WAY USING THE EQUIPMENT, HEREBY IRREVOCABLY AND UNCONDITIONALLY RELEASES, WAIVES, AND FOREVER DISCHARGES COMPANY AND EACH COMPANY PARTY, FROM ANY AND ALL CLAIMS RESULTING FROM, ARISING OUT OF, OR RELATED TO CUSTOMER OR ANY CUSTOMER PARTY’S USE, ACT, OR OMISSION WITH RESPECT TO THE EQUIPMENT.

(d) All provisions and obligations set forth in this Section 10 will survive the expiration or earlier termination of this Agreement.

10. Waiver. No waiver by Company or Customer of a breach of any of the terms, covenants and conditions of this Agreement by the other Party shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition herein contained. No waiver of any default by Company or Customer hereunder shall be implied from any omission by the other Party to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect a default other than as specified in such waiver.
11. Entire Agreement and Modification; Assignment. This Agreement constitutes the entire agreement between the Parties. No modification or amendment of this Agreement shall be effective unless in writing signed by both Parties. The Agreement replaces any and all prior Agreement between the Parties. Customer shall not assign or sublease any interest in the Agreement or the Equipment or the Software or permit the Equipment or the Software to be used by anyone other than the Customer, without Company’s prior written consent.
12. Governing Law. This Agreement (and the rights and obligations of the Parties with respect to their relationship under this Agreement) are governed by and must be construed and enforced in accordance with the laws of the State of Texas, excluding its conflict of laws rules to the extent such rules would apply the law of another jurisdiction. The Parties hereto consent to the jurisdiction of all federal and state courts in Texas, and agree that venue lies in Dallas, Texas.
13. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
14. Addendums. Depending on which satellite service provider Customer selects in connection with the Services, the following addendums will also apply and govern Customer’s receipt of the Services:

14.1 Globalstar Satellite Service EULA Addendum

14.2 Iridium Satellite Service EULA Addendum

14.3 Geotab Service EULA Addendum

14.4 Geoforce Customer GDPR Notice

ADDENDUM – 14.1

14.1 GLOBALSTAR SATELLITE SERVICE EULA ADDENDUM

ANY PURCHASE OR USE OF A GLOBALSTAR PRODUCT IS EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS OF THIS SEPARATE APPENDIX, AS MAY BE PERIODICALLY UPDATED.

Purchaser affirms that it has read and agrees to this Globalstar Satellite Service EULA Addendum as follows. In the event of conflict between these terms and those in the body of the Agreement, the addendum controls:

DISRUPTIONS IN SERVICE

The provision of Service to Purchaser relies on the proper functioning of Geoforce and Purchaser’s equipment, as well as the proper functioning of the equipment forming the Globalstar System not under Geoforce’s control. Geoforce’s obligations to provide Service to Purchaser is subject to each of the following: (i) The proper functioning of the satellite system owned by Globalstar; (ii) The proper functioning of any third party Gateway operator or carrier system relied upon to complete a transmission or call (such as long-distance, roaming, exchange or interconnection providers); and (iii) The availability of capacity on the Globalstar satellite system.System Limitations.

Be advised of the following constraints on Geoforce’s ability to provide Service without disruption: (i) Each of Geoforce’s system and the Company satellite system is inherently capacity constrained; (ii) Service may be refused or limited, without liability to Geoforce or Globalstar, due to capacity limitations, including capacity limitations due to any repair, testing, upgrade or modification work on either Geoforce’s system or the Globalstar satellite system; (iii) Emergency access on the Globalstar System by public safety organizations may preempt Purchasers’ use on the system; and (iv) Service is subject to disruptions and/or deficiencies caused by atmospheric or terrain conditions or in-building conditions.

EQUIPMENT

Equipment used on the Globalstar system is either Globalstar Registered or Globalstar Certified.

Globalstar Certified. Globalstar Certified products have been tested to ensure that their performance meets Globalstar’s certification performance specifications. Certified Products, when used with a clear view of the sky and no local interference, will provide the message success rates advertised on the online Simplex Coverage map at www.globalstar.com.

Globalstar Registered. Globalstar Registered products are approved for operation on the Globalstar System but have no associated performance requirements. The effective coverage area for Globalstar Registered Products may differ from the coverage advertised for Globalstar Certified Products and displayed on the online Simplex Coverage map at www.globalstar.com.Roaming. Every nation has the sovereign right to specify limits on roaming. It is the Purchaser’s responsibility to be cognizant of, and compliant with any laws or requirements imposed by the location that they roam into, and to confirm that they are allowed to use the equipment in that location. The Company is not liable for confiscation of equipment, lost revenue, fines, penalties or any other consequences resulting from illegal or disallowed roaming usage.

LIMITATION OF LIABILITY

Purchaser acknowledges and agrees that its sole remedy for damages due to any failure, disruption or degradation in Service shall be limited to the charges imposed for the affected Service for the period such failure, disruption or degradation occurred. IN NO EVENT SHALL GLOBALSTAR BE LIABLE, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR LOSS OF PROFITS, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND.

ADDENDUM – 14.2

14.2 IRIDIUM SATELLITE SERVICE EULA ADDENDUM

ANY PURCHASE OR USE OF AN IRIDIUM PRODUCT IS EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS OF THIS SEPARATE APPENDIX, AS MAY BE PERIODICALLY UPDATED. Purchaser affirms that it has read and agrees to this Iridium Satellite Service EULA Addendum as follows. In the event of conflict between these terms and those in the body of the Agreement, the addendum controls:

DISCLOSURE OF USER INFORMATION

By using any product using Iridium Satellite Services Purchaser consents to Iridium’s disclosure of user information, including but not limited to name, address, telephone number and location information, including, where available, the geographic coordinates of equipment, to governmental and quasi-governmental agencies where Iridium deems it necessary, in its sole discretion, to respond to an exigent circumstance.

LIMITED WARRANTY

Purchaser is required to comply with the terms of the Limited Warranty offered by Iridium, as well as all terms and conditions that are provided by Iridium and Geoforce, as such terms and conditions may change from time to time. Iridium may establish additional terms and conditions for Geoforce, and Geoforce may also establish additional terms and conditions from time to time. In the event any Iridium term or condition conflicts with any Geoforce term or condition, the Iridium term or condition shall govern with respect to Iridium liability. Geoforce will be provided with notice of any new Iridium terms and conditions or any changes in the Iridium terms and conditions which will be effective as of its receipt.

MODIFICATION OF 9603 MODEM COMPONENT OF GT2

Purchaser may not modify the 9603 Iridium Modem (the “9603”) or any component of the 9603. Purchaser may not reverse-engineer, or attempt to reverse-engineer, the 9603, any component of any 9603 or the manner in which the 9603 connects to, sends information to, receives information from, or otherwise interacts with the Iridium system. Purchaser is required to comply with all applicable laws and regulations in its use of the 9603. To the extent that Purchaser either: (i) violates Iridium’s Limited Warranty, the terms and conditions applicable to the Iridium system or other agreements between Geoforce and Iridium, or between Geoforce and Purchaser; (ii) utilize a product other than Iridium-Certified Equipment with the 9603 or on the Iridium system; (iii) modify the 9603 or any 9603 component, reverse-engineer the 9603 or any 9603 component or attempt to do so; or (iv) violate any applicable laws or regulations (collectively “Unauthorized Use”), Purchaser agrees to defend, indemnify and hold Iridium harmless with respect to any claims or actions by governmental entities or other third parties related to the Unauthorized Use and to pay all costs, damages, fines and other amounts incurred by us, or on Iridium’s behalf, in the defense of any such claims or actions. Further, Iridium specifically disallows any liability and will not credit back airtime charges related to any unauthorized use. In addition to Iridium’s express reservation of other remedies available, Iridium reserves the right to discontinue providing Iridium Satellite Services to the Purchaser and/or to disable their 9603’s access to the Iridium system. If Iridium reasonably believes that the user is in engaged in any Unauthorized Use, Iridium may seek equitable relief to prevent such unauthorized use without having to wait to see if damage to the Iridium system occurs.

SOFTWARE LICENSE

To the extent Purchaser obtains the right to use any firmware or other Iridium software the following terms apply:

4.1 License. Conditioned upon compliance with the terms and conditions of this Limited Warranty, Iridium grants to Purchaser a nonexclusive and nontransferable license to use the Software and the Documentation (the “License”). “Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) pertaining to the Software and made available by Iridium with the Software in any manner. You shall use the Software solely as embedded in (or, if downloaded, as provided via download), for execution on, and for communication via the Iridium system. No other licenses are granted, by implication, estoppel or otherwise.

4.2 General Limitations. This is a license, not a transfer of title, to the Software and Documentation, and Iridium retains ownership of all copies of the Software and Documentation. Purchaser acknowledges that the Software and Documentation contain trade secrets of Iridium or its suppliers or licenso

of individual programs and associated interface information. Except as otherwise expressly provided, Purchaser shall have no right, and specifically agrees not to: (i) transfer, assign or sublicense its license rights to any other person or entity (other than in compliance with any Iridium relicensing/transfer policy then in force), or use the Software on unauthorized or secondhand Iridium equipment, and acknowledges that any attempted transfer, assignment, sublicense or use shall be void;(ii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same;(iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction;(iv) use or permit the Software to be on a service bureau or time sharing basis or otherwise, without the express written authorization of Iridium; or(v) disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of Iridium. Purchaser shall implement reasonable security measures to protect such trade secrets.

To the extent required by law, and at Purchaser’s written request, Iridium shall provide Purchaser with the interface information needed to achieve interoperability between the Software and another independently-created program, on payment of Iridium’s applicable fee, if any. Purchaser shall observe strict obligations of confidentiality with respect to such information and shall use such information in compliance with any applicable terms and conditions upon which Iridium makes such information available.

4.3 Software, Upgrades and Additional Copies. “Software” shall include computer programs, including firmware, as provided to You by Iridium or Geoforce, and any upgrades, updates, bug fixes or modified versions thereto (collectively, “Upgrades”) or backup copies of any of the foregoing. NOTWITHSTANDING ANY OTHER PROVISION OF THIS LIMITED WARRANTY: (i) UNLESS AUTHORIZED BY IRIDIUM, PURCHASER HAS NO LICENSE OR RIGHT TO MAKE OR USE ANY ADDITIONAL COPIES OR UPGRADES. IRIDIUM MAY MAKE SOFTWARE AVAILABLE BASED ON ADDITIONAL TERMS; (ii) USE OF UPGRADES IS LIMITED TO IRIDIUM EQUIPMENT FOR WHICH YOU ARE THE ORIGINAL END USER PURCHASER OR OTHERWISE HOLD A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED; AND (iii) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP PURPOSES ONLY.

4.4 Proprietary Notices. You agree to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized, You shall not make any copies or duplicates of any Software without the prior written permission of Iridium.

4.5 Term and Termination. The license granted herein shall remain effective until terminated. Purchaser may terminate the license at any time by destroying all copies of Software and any Documentation. Purchaser’s rights under the license will terminate immediately without notice from Iridium if Purchaser fails to comply with any provision of the license and Limited Warranty. Upon termination, Purchaser shall destroy all copies of Software and Documentation in its possession or control. All of Purchaser’s confidentiality obligations and all limitations of liability and disclaimers and restrictions of warranty shall survive termination.

4.6 Export, Re-Export, Transfer and Use Controls. The Software, Documentation and technology or direct products thereof (hereafter referred to as Software and Technology), supplied by Iridium are subject to export controls under the laws and regulations of the United States (U.S.). Purchaser shall comply with such laws and regulations governing export, re-export, transfer and use of Iridium Software and Technology and will obtain all required U.S. and local authorizations, permits, or licenses. Geoforce and Purchaser each agree to provide the other information, support documents, and assistance as may reasonably be required by the other in connection with securing authorizations or licenses.

4.7 U.S. Government End User Purchasers. The Software and Documentation qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Limited Warranty may be incorporated, Purchaser will acquire, as applicable, the Software and Documentation with only those rights set forth in this Limited Warranty. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein.

ADDENDUM – 14.3

14.3 GEOTAB SERVICE EULA ADDENDUM

ANY PURCHASE OR USE OF A GEOTAB PRODUCT IS EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS OF THIS SEPARATE APPENDIX, AS MAY BE PERIODICALLY UPDATED.

Purchaser affirms that it has read and agrees to this Geotab Service EULA Addendum as follows. In the event of conflict between these terms and those in the body of the agreement, the addendum controls:

IMPORTANT! BY DOWNLOADING, USING, OR ACCESSING ANY OF GEOTAB DEVICES, SOFTWARE, SERVICES AND OTHER PRODUCTS, INCLUDING UPDATES AND UPGRADES THEREOF (COLLECTIVELY “PRODUCTS”), PURCHASER CONSENTS TO A LEGALLY BINDING AGREEMENT BASED ON THE TERMS OF THIS GEOTAB END USER AGREEMENT (“AGREEMENT”) WITH GEOTAB INC. (“GEOTAB” OR “WE”). IF PURCHASER IS ACTING AND AUTHORIZED TO ACT FOR A COMPANY OR OTHER ORGANIZATION THE AGREEMENT IS WITH SUCH ORGANIZATION AND ANY REFERENCES TO PURCHASER HEREIN MEAN SUCH ORGANIZATION. IF PURCHASER DOES NOT WISH TO AGREE TO SUCH AGREEMENT, PURCHASER WILL NOT INSTALL, USE, ACCESS OR RETAIN ANY OF GEOTAB’S PRODUCTS AND WILL RETURN ANY PRODUCTS PURCHASER HAS PURCHASED TO THE SELLER FROM WHICH IT PURCHASED SUCH PRODUCTS FOR A FULL REFUND OF THE PURCHASE PRICE.

LICENSE

We grant Purchaser a limited, revocable, non-exclusive right to use any software, firmware and intellectual property (collectively, “Software”) embodied in Products solely for Purchaser’s own internal business purposes and solely in connection with Purchaser’s use of our in-vehicle telematics devices, on the condition and so long as Purchaser complies with all terms and conditions of this Agreement. Except as otherwise provided herein, such rights are non-assignable, non-transferable and non-sublicensable. Purchaser may not extract, copy or use the software in connection with any other Product or for use on any other device.

PRODUCT OWNERSHIP

The Products are protected by copyright and other intellectual property rights. Software and services are not sold, but only licensed or made available on a limited basis. Notwithstanding anything to the contrary herein, and notwithstanding any reference to the sale of any product to Purchaser hereunder, except for the rights expressly granted to Purchaser under this Agreement, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Products and any copies thereof (regardless of the form or media upon which such copies are recorded) are and shall remain exclusively owned by us and our licensors. Purchaser shall not remove or attempt to remove any marks, labels and legends from Products.

PROTECTIVE MEASURES

Products may contain technological measures (including the ability to disable the Products) designed to prevent the illegal usage of software or other violations of this Agreement or applicable law. Purchaser agrees not to circumvent or attempt to circumvent such measures.

UPDATES AND PATCHES

We shall continuously improve our Products and may, from time to time, cause software updates to be automatically installed with or without prior notification to Purchaser or provide access to updates through our website. Purchaser hereby consents to such automatic installations and agrees to use only the updated version once it has been installed.

FORCE MAJEURE

Purchaser acknowledges that Wireless Services may be temporarily refused, interrupted, curtailed or limited because of atmospheric, terrain, other natural or artificial conditions and may be temporarily interrupted or curtailed due to usage concentrations, modifications, upgrades, relocation and repairs of transmission facilities. Purchaser agrees that we and the Carrier shall not be responsible for such interruptions of Wireless Services or the Inability to use the Wireless Services within

or outside the territory serviced by the carrier or its roaming partners. Purchaser understands that the Carrier cannot guarantee the security of wireless transmissions and will not be liable for any lack of security relating to the use of the Wireless Services.

FAILURE OF TRANSMISSION SERVICE

Purchaser expressly understands and agrees that the liability and obligations of us or the Carrier to Purchaser are strictly controlled and limited by Carrier’s tariff, if any, and the laws, rules and regulations of the applicable governmental authorities which from time to time have jurisdiction. In any event, regardless of the form of action, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, Purchaser’s exclusive remedy and the total liability of us or any supplier of Services to Purchaser arising in any way in connection with the Wireless Services, for any cause whatsoever, including but not limited to any failure or disruption of Wireless Services provided, shall be limited to payment by us of damages in an amount equal to the amount charged to Purchaser for the applicable Wireless Services. In no event shall we or the Carrier be liable for any cost, delay, failure or disruption of Wireless Service, lost profits, or incidental, special, punitive or consequential damages.

INCOMPATIBILITY OF EQUIPMENT

In no event shall we or the Carrier be liable for the failure or incompatibility of equipment utilized by Purchaser or Purchaser’s customers in connection with the Wireless Services. Purchaser shall use equipment at their own risk.

INDEMNITY FOR CHOICE OF WIRELESS SERVICE

Purchaser shall indemnify, defend and hold us and the Carrier and the officers, employees and agents of each of them harmless from and against all claims, causes of action, losses, expenses, liability or damages (including reasonable attorneys’ fees and costs), and including without limitation for any personal injury or death, arising in any way directly or indirectly in connection with provision or use of the Wireless Services; or the use, failure to use or inability to use any numbers. This provision will survive the termination of any Wireless Services provided to Purchaser or Purchaser’s customers and any related agreement for the same. Purchaser acknowledges that such agreement is assignable by us.

CARRIER TERMINATION

Purchaser’ Wireless Services may be temporarily suspended or permanently terminated upon little or no notice in the event that our agreement with the Carrier is terminated. Purchaser waives any and all claims against us and the Carrier for such suspension or termination.

ABUSE AND FRAUDULENT USE

Purchaser agrees to make good faith efforts to minimize abuse or fraudulent use, to promptly report to us and the Carrier any such abuse or fraudulent use of which Purchaser or Purchaser’s customers become aware, and to fully cooperate in any investigation or prosecution initiated by us or the Carrier. Purchaser acknowledges that Wireless Services to any of our products or to Purchaser may be restricted or canceled if there is in the Carrier’s sole discretion a reasonable suspicion of abuse or fraudulent use. The Carrier shall use commercially reasonable efforts to provide prompt notice of the restriction or termination to Purchaser. Purchaser further acknowledge that the Carrier may temporarily block automatic roaming in a particular portion of the territory that the Carrier services which is experiencing fraudulent usage. Purchaser shall have sole liability for charges, costs or damages resulting from any abuse or fraud facilitated by Purchaser or Purchaser’s customers, their employees, agents or persons authorized by Purchaser or Purchaser’s customers to use the Wireless Services.

APPROVED EQUIPMENT

Purchaser may use the Services for Web browsing, messaging, and similar activities on equipment approved by the Carrier and not on any other equipment. Unless explicitly permitted by the plan for Your Wireless Services, other uses, including for example, tethering a device to a personal computer or other hardware, are not permitted. Examples of prohibited uses include but are not limited to: (i) server devices or host computer applications, including continuous Web camera posts or broadcasts, automatic data feeds, or peer-to-peer (P2P) file-sharing applications that are broadcast to multiple servers or recipients, “bots” or similar routines that disrupt net user groups or email use by others or other applications that denigrate network capacity or functionality; (ii) any activity that adversely affects the ability of other users or systems to use either the Carrier’s services or the network-based resources of others, including the generation or dissemination of viruses, malware or “denial of service” attacks; (iii) any activity that the Carrier in its sole discretion deems may harm its transmission facilities in any way; or (iv) accessing, or attempting to access without authority, the information, accounts or devices of others, confidential information or subscriber information or any activity relating to or causing a security breach, or to penetrate, or to attempt to penetrate, the Carrier’s or another entity’s network or systems.

RESTRICTIONS

To the fullest extent permissible under applicable law, Purchaser agrees not to: (i) disclose, transfer or transmit in any manner any Services, software or other copyrightable or licensed elements of Products whether temporarily or permanently; (ii) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any software elements of Products; (iii) use Products in a manner that violates laws or rights of others; (iv) use the Products as part of a fail-safe design for dangerous or emergency applications or as part of control measures required for hazardous materials, life support systems, munitions or weapons; (v) engage in any activity that interferes or disrupts services or any computer, software, network or other device used to provide the Services; or (vi) attempt, or cause, permit or encourage any other person to do any of the foregoing.

COMPLIANCE

Purchaser shall comply with all applicable laws, including export control laws and regulations of the U.S. and Canada. Purchaser shall not export or re-export any Product directly or indirectly in contravention of such laws and regulations. Purchaser further acknowledges that the Products cannot be exported to, or used in, countries which are listed on Canada’s Area Control List, including (as of the date of this Agreement), Belarus and North Korea.

SECURITY

Purchaser is solely responsible for Purchaser’s failure to keep all user identifications and passwords (Purchaser’s “Login Credentials”) secure. If Purchaser believes the security of Purchaser’s Login Credentials has been compromised, or Purchaser suspect unauthorized use, Purchaser will promptly notify us. We will be entitled to treat all communications, instructions and transactions as authorized by Purchaser if Purchaser’s Login Credentials are used unless Purchaser has notified us of compromise or unauthorized use of Purchaser’s Login Credentials. If we suspect, in our reasonable opinion, fraudulent or unauthorized activity on Purchaser’s account, we reserve the right to terminate or suspend Purchaser’s access to our website or any applicable Services or both and will use reasonable efforts to contact Purchaser.

CONFIDENTIALITY AND DATA TRANSFER

We will implement and maintain reasonable technical and organizational security and data storage policies and measures consistent with industry standards for facilities within our control and make these measures and policies available to Purchaser on request. Purchaser acknowledges and agrees that data may be stored or transmitted through third party facilities, third party services or common carriers, including without limitation the internet, in the course of using our Products. Purchaser shall not provide third parties with access to any software and non-public information in and regarding the Products and any other confidential information that we provide without our prior written consent, except to Purchaser’s own employees, subject to reasonably acceptable according to industry standard confidentiality agreements.

PURCHASER’S VEHICLE DATA

We claim no ownership of any vehicle data generated by and associated with our devices installed in Purchaser’s particular vehicle(s) (“Individual Vehicle Data”) that is transmitted or processed using our Products, provided however that Purchaser hereby instructs us and grants to us the right to use, process and transmit Individual Vehicle Data as reasonably required for the purposes for which it is provided to us, including the provision, administration, troubleshooting and improvement of our Products or as required by applicable law. In furtherance of such purposes, based on certain non-position data elements in Purchaser’s vehicle database (such as vehicle VIN), from time to time in certain jurisdictions we may query, on a confidential basis, databases maintained by reputable third party providers for additional information.

AGGREGATED DATA

Purchaser acknowledges that Geotab compiles, stores and uses aggregated data and system usage information to monitor and improve the Products and for the creation of new products. This aggregated data is no longer associated with a device and as such is not Individual Vehicle Data. Geotab will not attempt to disaggregate the data or re-associate it with a device without Purchaser’s consent or unless legally compelled to do so or unless required for safety or troubleshooting purposes.

FEEDBACK

Purchaser understands and agrees that any feedback, input, suggestions, recommendations, troubleshooting information or other similar information that Purchaser provides or which is made available to us (whether directly or through a reseller

including in the course of utilizing support, maintenance or other services) may be used by us to modify, enhance, maintain and improve our Products and shall become our exclusive property without any obligation or payment to Purchaser or to any of Purchaser’s customers whatsoever.

OUR LIMITED PRODUCT WARRANTY

We warrant that during the Warranty Period each Product (excluding beta, test or demonstration products or product versions) will perform in accordance with the written specifications that we issue with respect to such Product, subject to the limitations and conditions set forth in our specifications and this Agreement, when used in accordance with our documentation and specifications. “Warranty Period” means either: (i) the one year period commencing on the activation date; or (ii) the lifetime of the device, provided that the device is activated on certain rate plans (currently the ProPlus rate plan and any other rate plan as announced by us from time to time (“Limited Lifetime Warranty”)). Provided Purchaser properly completes and we receive from Purchaser, directly or through an authorized reseller, a justified written warranty claim and, if applicable, all affected devices (returned at Purchaser’s expense to the reseller from whom Purchaser purchased the devices or as otherwise specified by us), prior to the expiration of the Warranty Period, we will either repair or replace such device or use commercially reasonable efforts to correct any material defects in software and Services. We reserve the right to replace any device and software with a more current version or model or refurbished device units in our sole discretion. We also reserve the right to charge Purchaser return shipping and a service fee if we determine that Purchaser’s warranty claim was not justified. The remaining Warranty Period for any purchased Products we repair or replace under warranty is deemed to be the greater of: (i) the actual remaining Warranty Period for the replaced or repaired Product; and (ii) 90 days following the completion of such repair or replacement. Additionally, under the Limited Lifetime Warranty we will replace the device in accordance with the process specified above if the network on which the device operates no longer provides adequate coverage in Purchaser’s usage area (as determined by us in our discretion). To the maximum extent permitted by applicable law, the foregoing constitutes Purchaser’s sole and exclusive remedy and our sole and exclusive obligation for any breach of the foregoing warranty.

CONDITIONS AND EXCLUSIONS

Warranty claims must be submitted within 10 days of the date when Purchaser did notice or could reasonably have noticed the defect. In order to make a warranty claim, Purchaser may be required to prove that the installation did not cause the defects or failures of the Product, unless the installation was performed by a Geotab-certified installer. Any products, services or items made or supplied by third parties (including vehicles tracked with our Products) are not covered by our limited warranty and we are not responsible for malfunctions by or in such products, Services or items. Purchaser needs to purchase, license or procure products, software, data or services from third parties to enable the full use or functionality of our Products. Purchaser is responsible for ensuring that all such third party products, software, data or services meet our minimum requirements, including without limitation, processing speed, memory, client software, internet access, internet or other communication channel bandwidth.

INSTALLATION WARNING

Certain vehicles or installation configurations may require professional installation, additional equipment or modifications to Purchaser’s vehicles. If Purchaser is uncertain whether Purchaser has the requisite skills and understanding to install our Products, Purchaser must consult with an authorized Geotab reseller or installer. Improper installation can lead to short circuits and the risk of fire, leading to personal injury or significant damage to Purchaser’s vehicle. Installation or servicing may also require modifications to Purchaser’s vehicle. Failure to comply with procedures specified in the installation instructions for a Product or attempting to install our Products without adequate knowledge of our Products, proper installation, configuration, servicing, repair or removal procedures, for Purchaser’s vehicle, may result in damage to the Product or Purchaser’s vehicle, which may cause malfunctions of vehicle controls or vehicular environmental systems and result in personal injury. Purchaser understands that any such activities not performed by an authorized Geotab reseller or installer will be at Purchaser’s sole risk. Purchaser hereby releases and forever discharges, and will indemnify and hold harmless, us, our affiliates, resellers and agents and their directors, officers, employees and representatives from any and all losses, actions, causes of action, liability, claims, demands, penalties, costs, expenses (including legal fees and disbursements on a full indemnity basis), judgments and damages of any nature or kind whatsoever, whether under contract, tort, or any other theory of law or equity, which Purchaser or any other third party has or will have, arising or accruing from, as a result of, in relation to, or in connection with, same.

WARRANTY DISCLAIMER.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY TERMS, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT OR QUIET POSSESSION AND THOSE ARISING BY STATUTE OR

IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT: (i) ANY OF THE PRODUCTS WILL MEET PURCHASER’S BUSINESS OR OTHER REQUIREMENTS; (ii) THE PRODUCTS WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION; (iii) THE PRODUCTS WILL BE ERROR-FREE, VIRUS-FREE OR THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE, RELIABLE OR CURRENT (iv) ANY ERRORS IN THE PRODUCTS CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED. MOREOVER, WITHOUT LIMITING THE GENERALITY OF SECTION 20 (CONDITIONS AND EXCLUSIONS) WE DO NOT ENDORSE, AND MAKE NO REPRESENTATION, OR WARRANTY WITH RESPECT TO, AND ASSUME NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR, ANY NON-GEOTAB PRODUCTS, SOFTWARE, DATA OR SERVICES INCLUDING BUT NOT LIMITED TO WIRELESS SERVICES, MAPPING SERVICES, POSTED ROAD SPEED SERVICES, INTERNET BANDWIDTH AND CLOUD STORAGE.

INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

We will, at our sole cost and expense, defend and indemnify or, at our option, settle, any claim, assertion or action brought against Purchaser or Purchaser’s affiliates, successors or assigns to the extent that it is based on a claim (an “Infringement Claim”) that any of our Products which we have supplied to Purchaser directly or through an authorized reseller infringes any copyright, patent, trade secret or trademark of any third party (excluding any of Purchaser’s affiliates) and indemnify Purchaser against damages awarded against Purchaser by a court of competent jurisdiction by final order from which no appeal is taken or after the time for appealing has expired, provided that Purchaser: (i) notify us promptly and within no more than 10 days after Purchaser’s receipt of notice of such claim in writing; and (ii) permit us to defend, compromise or settle the claim or action and provide all available information, assistance and authority to enable us to do so. We shall not be liable to reimburse Purchaser for any compromise or settlement made by Purchaser without our prior written consent, or for any legal fees or expenses incurred by Purchaser in connection with such claim.

Should any of our Products or any part thereof become, or in our sole opinion are likely to become, the subject of an Infringement Claim, we may, at our option and expense: (i) procure, at no cost to Purchaser, the right to continue to use such Products which are the subject of the Infringement Claim; (ii) replace or modify the Products or infringing part thereof with non-infringing equivalents, at no cost to Purchaser; or (iii) if none of the foregoing alternatives are reasonably practical in our sole judgement, we may: (a) in the case of software or Services, terminate such Services or the licenses for such software and refund or issue a credit for any prepaid but unused fees for such software or Services, if any; and/or (b) in the case of our devices, require Purchaser to return such devices and refund or issue a credit for the purchase price paid by Purchaser to us for the devices returned, depreciated on a straight-line basis over a 36 month period from the date of purchase.

We have no obligation or liability whatsoever in respect of any Infringement Claim that is based on any of the following (collectively, the “Excluded Claims”): (i) in the case of any software, the use of other than the latest release and version of such software; (ii) the use of any Products in breach of this Agreement; (iii) non-Geotab products, software, data or services, (iv) the use, association or combination of any of our Products with, or the incorporation or integration into our Products of, any non-Geotab product, software, service, data, information or other material (including Purchaser’s own) that is not supplied by us or expressly identified by us in our written specifications or documentation as being required for the use and operation of our Products; (v) the use or operation of any of our Products, in any manner or for any purpose other than as expressly specified in our documentation for same; (vi) any modification, alteration, change, enhancement, customization or derivative work of the Products made by anyone other than us or our agents; (vii) changes we make to Products to comply with Purchaser’s instructions or specifications; (viii) any use of data in accordance with this Agreement that is collected through the operation of or generated by our Products; (ix) for insurance purposes, the use of the Products in association with driving, driver or vehicle activity or performance; or (x) any reselling or distribution of our Products. This Section states our entire liability and Purchaser’s sole and exclusive remedies with respect to any Infringement Claim.

INDEMNIFICATION

UNLESS PROHIBITED BY APPLICABLE LAW, PURCHASER SHALL INDEMNIFY AND HOLD HARMLESS GEOTAB, ITS AGENTS, SUPPLIERS, LICENSORS, SERVICE PROVIDERS, DISTRIBUTORS, SUB-DISTRIBUTORS, CONTRACTORS, SUCCESSORS OR ASSIGNS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACH AN “INDEMNIFIED PARTY”), FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, COSTS, LOSSES AND EXPENSES (INCLUDING REASONABLE LEGAL COSTS AND FEES) ARISING FROM OR RELATED TO ANY CLAIM, DEMAND, COMPLAINT OR ACTION BY A THIRD PARTY ARISING OUT OF OR INCIDENT TO: (A) PURCHASER’S ACTIONS

OR FAILURE TO ACT UNDER OR RELATED TO THIS AGREEMENT; OR (B)PURCHASER’S BREACH OF ANY THIRD PARTY TERMS INCORPORATED HEREIN BY REFERENCE.

LIMITATIONS OF LIABILITY

PURCHASER AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF ALL INDEMNIFIED PARTIES TO PURCHASER HEREUNDER OR OTHERWISE IN RESPECT OF THE PRODUCTS EXCEED THE AMOUNT PURCHASER PAID FOR THE PRODUCTS OR SERVICES OR THE RIGHTS TO USE THE SOFTWARE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THE CAUSE OF ACTION AROSE, SUBJECT TO ANY LESSER LIMITATION OF LIABILITY IN ANY TERMS INCORPORATED HEREIN BY REFERENCE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TERMS), IF APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, LOSS OF DATA, BUSINESS INFORMATION OR LOSS OF USE THEREOF, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR ANY OTHER NON-DIRECT, PECUNIARY, COMMERCIAL OR ECONOMIC LOSS OR DAMAGE OF ANY KIND WHETHER FORESEEN OR UNFORESEEN ARISING FROM OR INCIDENTAL TO THIS AGREEMENT. FOR GREATER CERTAINTY, THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL NOT APPLY TO: (i) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER; OR (ii) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

APPLICABILITY

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT WILL APPLY IRRESPECTIVE OF THE NATURE OR FORM OF THE CLAIM, CAUSE OF ACTION, DEMAND, OR ACTION, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN.

TERMINATION

We reserve the right to terminate this Agreement in whole or in part with or without notice if: (i) Purchaser materially breaches or otherwise materially fails to comply with any provision of this Agreement; (ii) we determine that any registration information Purchaser submitted or any update thereof is not true, accurate, complete or current; (iii) Purchaser becomes insolvent or bankrupt; (iv) Purchaser reorganizes Purchaser’s business, makes an assignment under or otherwise takes advantage as a debtor of, bankruptcy or insolvency laws, including having a trustee or receiver appointed; (v) any steps are taken to wind up or otherwise terminate Purchaser’s existence as a legal entity; or (vi) Purchaser ceases operating Purchaser’s business. Purchaser may terminate the grant of rights to use the software or the provision of Services by ceasing use of the same.

Upon any termination of this Agreement: (i) any and all rights granted to Purchaser under this Agreement shall immediately cease; (ii) Purchaser shall destroy, to the extent practicable, all copies of the software in Purchaser’s possession or control; (iii) if so requested by us, Purchaser shall certify in writing that all such copies of the software in Purchaser’s possession or control have been destroyed; and (iv) Purchaser shall cease all usage of the Services. We have no obligation to safeguard or transmit to Purchaser any data that Purchaser may have stored through the use of the Services. It is Purchaser’s sole responsibility to retrieve any such data.

ASSIGNMENT

This Agreement and any rights granted to Purchaser under this Agreement may not be transferred or assigned by Purchaser, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void, except that Purchaser may assign this Agreement in its entirety to a purchaser of all or substantially all of Purchaser’s assets or business or in connection with a merger, amalgamation, reorganization or similar transaction without consent and upon written notice to us. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of Purchaser and us. This Agreement may be assigned or novated by us in our sole discretion by way of written notice to Purchaser.

CHOICE OF LAW

If Purchaser’s headquarters are located in: (i) the United States of America, then this Agreement will be governed by and construed under the laws of the State of New York without giving effect to its conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each party hereby irrevocably attorns and agrees to the exclusive jurisdiction of the courts of the State of New York and the U.S. federal courts located in the City of New York for any claim related to this Agreement or the Products and agrees not to bring any action, claim, suit or proceeding against the other party, its affiliates or agents (or any officer, director, or employee thereof) other than in such courts; or (ii) anywhere else in the world, then this Agreement will be governed by and construed under the laws of the Province of Ontario without giving effect to its conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each party hereby irrevocably attorns and agrees to the exclusive jurisdiction of the provincial and federal courts of the Province of Ontario for any claim related to this Agreement or the Products and agrees not to bring any action, claim, suit or proceeding against the other party, its affiliates or agents (or any officer, director, or employee thereof) other than in such courts.

RELATED THIRD PARTY PROVIDER TERMS

Our related third-party providers require us to obtain Purchaser’s agreement to certain terms and conditions prescribed by them. The Wireless Provider Terms and the Other Provider Terms (including cloud storage, mapping and posted road speed provider terms) are set out at the Geotab website. These third-party terms are hereby incorporated by reference into and form part of this Agreement and contain license and use limitations; limitations of liability; disclaimers; choice of law, arbitration and forum selection clauses; and other important terms and conditions that affect Purchaser’s rights and obligations. Geotab accepts no responsibility or liability for the services of such providers. By signifying Purchaser’s agreement to this Purchaser is also signifying Purchaser’s agreement to these third-party terms.

ENTIRE AGREEMENT

This Agreement constitutes the entire and exclusive agreement between Purchaser and us with respect to the subject matter of this Agreement and cancels and supersedes any prior and contemporaneous understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between Purchaser and us, oral or written other than as expressly set forth in this Agreement and any terms expressly incorporated herein by reference. The headings in this Agreement are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

SEVERABILITY

To the extent that any provision of this Agreement is declared by a court or other lawful authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and Purchaser and we will use our respective best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provision, and the remainder of this Agreement shall continue in full force and effect with respect to all other provisions.

AMENDMENTS AND WAIVERS

Purchaser agrees that we may change the terms of this Agreement from time to time by notifying Purchaser via our website, email or other means. Purchaser agrees to accept, and Purchaser hereby accepts, any changes in Third Party Terms and other terms of this Agreement, unless the changes impose commercially unreasonable disadvantages on Purchaser. If a change imposes commercially unreasonable disadvantages on Purchaser and we receive a written objection from Purchaser within 30 days of the date when Purchaser received notice or Purchaser should have noticed the change, we may, at our sole option and discretion, (i) reverse such change with the effect that the immediately prior version of this Agreement shall continue to apply to Purchaser, or (ii) terminate this Agreement and Purchaser’s use of the Products and refund to Purchaser, upon receipt of all devices, documentation and deliverables, in good working condition, subject to ordinary wear and tear, in Purchaser’s possession: (a) the purchase price for any devices and software, depreciated on a 36 months straight line basis, accounting for Purchaser’s use, and (b) any prepaid services fees for time periods after the effective date of the change to which Purchaser objected in accordance with this Agreement. No modification, amendment, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the party against whom the same is sought to be enforced. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.

ADDENDUM – 14.4

14.4 GEOFORCE CUSTOMER GDPR NOTICE

NOTICE TO CLIENT

Geoforce may receive and process personal data from You in the course of providing our products and Services. If that occurs, Geoforce will qualify as a “controller” of the personal data under the EU General Data Protection Regulation (“GDPR”). Accordingly, we provide You this notice pursuant to Article 13 of the GDPR. This notice supplements and does not supersede our website Privacy Policy.

1. Data Controller. The Data Controller is Geoforce with offices in 5830 Granite Pkwy, Suite 1200, Plano, Texas 75024.
2. Purposes of Data Processing and Legal Basis. The purpose for processing Your Personal Data is the performance of our contract with Your, billing and payment processing, provide You with products and services purchased from us, and to manage Your use and our support of purchased products and services. The legal basis for our processing is the performance of legal services pursuant to the terms of our contractual engagement, and for some data, in pursuit of our legitimate business interests.
3. Contractual requirement. You may be required to provide Personal Data in order to allow us to provide the products and services You have requested. If You fail to provide essential Personal Data, Geoforce may be unable to provide the requested products and services.
4. Recipients. Your Personal Data may be provided to Geoforce’s staff members, external consultants, courts and other dispute resolution tribunals and their staffs, counterparties and their counsel, and to any other person or entity in order to provide the requested products and services and operate our business.
5. International Data Transfers. Your Personal Data may be transferred to any country within or outside the European Union (“EU”) in connection with the performance of the requested products and services or the operation of our business. Geoforce will comply with applicable international data transfer requirements for transfers from the EU to third countries or international organizations outside the EU to ensure adequate safeguards required under Article 46(1) of the GDPR. For instance, Geoforce has implemented international data transfer agreements based on the EU Standard Contractual Clauses to cover any internal data transfers.
6. Data Retention. Your Personal Data will be stored for the duration of the client relationship and may be retained by Geoforce beyond the termination of the client relationship in accordance with our retention policy and engagement, and in accordance with statutory retention obligations.
7. Data Subject Rights. Individual customer contacts, as a data subject, have the right to information and to request access to or rectification or restriction of the processing of their Personal Data or to object to the processing as well as the right to data portability, under certain circumstances.
8. Right to lodge a Complaint. Furthermore, individuals have the right to lodge a complaint with the relevant supervisory authority in case that the processing of Personal Data infringes applicable Data Protection laws.
9. Privacy Inquiries. You can send a request to [email protected] or contact Your Geoforce customer relationship contact if You have any questions concerning this notice, want to exercise data subject rights, or want to request a copy of international data transfer arrangements.

GEOFORCE GENERAL PURCHASE TERMS AND CONDITIONS COVERING AUSTRALIA AND BRAZIL

1. 2021 Australia Terms and Conditions
2. 2021 Brazil Customer Service Agreement