Geotab End User Agreement

Geotab End User Agreement

IMPORTANT! BY DOWNLOADING, USING, OR ACCESSING THE SOFTWARE THAT ACCOMPANIES THIS AGREEMENT OR USING OR ACCESSING ANY OF OUR PRODUCTS OR SERVICES, YOU AGREE TO BECOME BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT INSTALL, USE, ACCESS OR RETAIN ANY COPIES OF THE SOFTWARE OR USE OR ACCESS ANY OF THE PRODUCTS OR SERVICES AND MAY, WITHIN 14 DAYS OF RECEIPT OF THIS AGREEMENT, RETURN ANY PRODUCTS YOU HAVE PURCHASED TO THE RESELLER FROM WHICH YOU PURCHASED SUCH PRODUCTS FOR A FULL REFUND OF THE PURCHASE PRICE.

1. SCOPE OF THIS AGREEMENT. This agreement (the "Agreement") is a legal agreement between you and Geotab Inc. ("we" or "us") for the software or firmware product or products (in object code form only), and all related documentation (printed or electronic), data, and other materials which accompany this Agreement and all copies thereof (collectively, the "Software") certain conditions related to your use of our products, including any Geotab branded hardware or equipment (the "Products") and certain services that we may provide in connection with the use of the Software or the Products or both (the "Services") such as, without limitation, the facilitation of data transmission from Products you use through a gateway computer or facility operated by or on behalf of us for use with the Software, or the my.geotab.com service which facilitates storage of your data on computers or facilities operated by or on behalf of us and accessible through the use of the Software. If you have entered into a Reseller Agreement (as defined in Section 2 below), the scope of this Agreement as it relates to you is limited to those terms governing use of the Software accompanying Products that you have purchased from the reseller and certain Services provided by Geotab relating to such Software that are in addition to any services you are receiving through the reseller.

2. EXCLUSIONS. Except as expressly set out in this Agreement, this Agreement does not govern: (a) any and all third party software, data, products, information or services; (b) the terms and conditions relating to the purchase and sale of Products by you from a reseller pursuant to any written agreement between you and such reseller (each, a "Reseller Agreement"); and (c) other products and services which you have separately purchased from a reseller through a Reseller Agreement (collectively, the "Reseller Products and Services"), such as installation, support or maintenance services for the Products, the Software or the Services, other than Software (including Updates) provided to you through such services, which are governed by this Agreement. The Reseller Agreement constitutes a separate and distinct agreement between you and the reseller.

3. CHANGES TO THIS AGREEMENT. We may change this Agreement from time to time by posting revisions to our website or by presenting such revisions upon the execution of the Software or when Updates are installed. We may (but have no obligation to) send you an e-mail or indicate through the Software that a revision has been made. If posted on our website, it is your responsibility to check our website from time to time for any such changes. Such changes will become effective the earlier of: (a) 30 days after they are posted to our website; or (b) upon presentation and your acceptance of such changes. If you do not agree with any such changes, your sole and exclusive remedy is to terminate this Agreement by delivering written notice to us or not accepting such changes when they are presented. If you have entered into a Reseller Agreement, changes made to this Agreement pursuant to this Section 3 will not change the terms and conditions of the Reseller Agreement.

4. OPTIONAL PRODUCT RENTAL. If you have not rented Products from your reseller, this Section 4 does not apply to you. If you have rented Products from your reseller, this Section 4 will apply. You will make rental payments in advance, with the first rental payment due upon delivery. You have no right, title or interest in rented Products other than the right to possess and use rented Products as set forth in this Agreement. If we or a reseller affix any plates or markings identifying the rented Products as being rented to you and owned by us or the reseller, you will not, and will not permit any person to, remove, alter, obscure or deface any such plate or marking. You will assume all risk of loss and damage for rented units and will ensure that all rented Products are adequately insured for the full replacement value thereof, under policies and insurers satisfactory to us and with us being named as a loss payee. You agree to furnish to us a certificate of insurance evidencing such coverage upon request. Upon reasonable prior written notice, we, your reseller and our agents will have the right, during normal business hours to inspect all vehicles and other locations where rented products have been installed. You will not make any representation to any third-party inconsistent with our sole ownership of rented Products. You will not, and will not permit anyone to, hypothecate, pledge or encumber the rented Products or our interest in the rented Products in a manner to create or permit to exist any levy, security interest, hypothec, lien or encumbrance thereof or thereon except those created by or through us. All rented Products will remain our movable or personal property whether or not affixed to realty or immovable property and shall not become a fixture or be made to become a part of any immovable or real property on which it is placed, without our prior written consent. You shall not locate or relocate any rented Product such that any third party comes into possession or control thereof without our prior written consent. You agree to surrender the rented Product to us in the event of a breach or default related to your rental of the rented Products. The term of any rental is subject to a minimum term of twelve months and will continue until terminated by you, us or your reseller. Rental payments will continue to accrue and be payable until all rented Products are returned to us. Upon any termination, you will promptly return all rented Product to your reseller at your risk and expense. Products must be in the same condition as delivered to you, except for ordinary wear and tear resulting from normal use thereof. If any rented Products returned do not meet such standard, we reserve the right to charge you, and you agree to promptly pay, the lesser of: (i) all fees and expenses required to repair such Product to such standard; and (ii) the fair market value of the same Product meeting such standard, as determined by us in our sole discretion. You will keep all rented Products in good working order at your expense and will ensure that all rented Products are stored, installed, operated, used and maintained in accordance with the relevant Product documentation.

5. LICENSE. Subject to the terms and conditions of this Agreement, we hereby grant you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable right to install and use the Software solely for your internal business purposes and solely in connection with your use of our in-vehicle telematics hardware Products. If the owner, renter or lessee of the Products is a corporation, organization or a person other than the individual person to whom this Agreement is presented, you represent and warrant that you have the authority to legally bind such owner, renter or lessee. The license granted to you under this Agreement is subject and conditional upon such representation and warranty. All references to "you" are deemed to refer to the owner, renter or lessee of the Products which are used in connection with the Software.

6. BETA SOFTWARE AND SERVICES. If you have downloaded or received an alpha, beta, pre-release or similar version of the Software ("Beta Software"), or have been granted access to alpha, beta, pre-release or similar versions of any Services ("Beta Services"). You acknowledge that: (a) Beta Software and Beta Services constitute pre-release software or services, may include defects, errors or other discrepancies, and may be modified, enhanced or otherwise changed by us substantially before general release and consequently may not be suitable for use for production purposes or with production systems or applications and if you do so, you do so at your sole risk; (b) you may not use, access or retain a copy of the Beta Software or Beta Services beyond the Beta Period, unless otherwise agreed to by us in writing; (c) certain functions of Beta Software or Beta Services may be limited or disabled; and (d) Beta Software and Beta Services may automatically stop functioning at the end of the Beta Period. As Beta Software has been licensed to you solely for testing and evaluation, we may or may not correct some or all errors, defects or deficiencies in Beta Software.

7. MINIMUM REQUIREMENTS AND THIRD PARTY PRODUCTS. You may need to purchase, license or procure products, software, data or services from third parties to enable the full use or functionality of our Products, Software or Services. You are responsible for ensuring that such 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. You acknowledge that the terms and conditions applicable to your procurement of such products, software, data or services may accompany the supply thereof or may otherwise be provided or made available by the suppliers thereof and it is your responsibility to review and comply with such terms and conditions, as may be amended from time to time by the suppliers thereof. Without limiting the generality of the foregoing, you understand and acknowledge that map and related data or services provided by: (a) Microsoft Bing (the "Microsoft Service") is subject to Microsoft's applicable terms and conditions, as amended from time to time by Microsoft, available through the Microsoft Bing website (http://go.microsoft.com/fwlink/?LinkId=21969) or such successor website as Microsoft may designate from time to time; (b) Microsoft's MapPoint software is subject to Microsoft's terms and conditions which accompany such software, as amended from time to time; and (c) OpenStreetMap data is provided subject to the terms and conditions, as amended from time to time, available through the OpenStreetMap website (http://openstreetmap.org/) or such successor site as may be designated from time to time. You agree not to use the Microsoft Service: (i) in connection with the transmission, sale, license or delivery of any infringing, defamatory, offensive, or illegal products, services or materials; (ii) to copy, store, archive, or create a database of any maps, images and other data and third party content that you are authorized to access via the Microsoft Service, except that geocodes may be stored locally when used in conjunction with the Software; (iii) in violation of local, state, federal or equivalent privacy or other laws or regulations; (iv) in any way that threatens the integrity, performance, or availability of the Microsoft Service; or (v) in violation of any applicable U.S. Export Administration Regulations or end-user, end-use and destination restrictions issued by U.S. and other governments. The Microsoft Service is subject to U.S. export jurisdiction. You acknowledge and agree that Microsoft may collect information such as, but not limited to, your IP address, request, time of submission and the results returned to you, in connection with transaction requests to the Microsoft Service. All such information collected will be subject to, and used in accordance with, the data practices described in the then-current Microsoft Online Privacy Statement, a current copy of which is available at http://privacy.microsoft.com/en-us/fullnotice.aspx.

8. PROTECTIVE MEASURES. You understand and acknowledge that the Software and the Services may contain technological measures designed to prevent the illegal usage of the Software or usage that violates the terms and conditions of this Agreement. Such measures may include disabling of the Software or the Services or the automatic transmission by the Software or the Services to us of information regarding your usage. You hereby consent to the transmission of such information to us and agree not to circumvent or attempt to circumvent such measures.

9. UPDATES AND PATCHES. This Agreement also governs, and the term "Software" as used in this Agreement includes, any patches, revisions, updates, upgrades or replacements of the Software, or separate scripts, modules or software to be used with or in conjunction with the Software ("Updates") that may be subsequently delivered to you or that you may subsequently receive, unless other terms and conditions are delivered with such Updates, in which case such other terms and conditions shall govern. You agree that, upon installation of any Updates, you may only use the Software as modified or replaced by the Updates. You also acknowledge and agree that we may, from time to time, cause Updates to be automatically installed with or without notification to you, upon your use or execution of the Software. We may also from time to time provide you the ability to access Updates through our website. You may not install or use any Update except in conjunction with the Software for which it is intended. If the Software accompanying this Agreement consists of Updates, you agree that this Agreement shall supersede and replace any previously issued Agreement in respect of the Software.

10. SERVICES. The Services may be subject to limitations on the amount of data stored or transmitted, which limitations may be changed from time to time in our sole discretion. Some Services may be subject to a fee. If you have subscribed for wireless data services through a reseller, you agree to comply with the attached Canadian or US wireless terms, as applicable based on the jurisdiction in which you have subscribed to such services. You agree that all expenses related to the replacement of subscriber identity module cards ("SIM Cards") for any reason, including without limitation a change in carrier, will be your sole responsibility. We reserve the right to add, delete, modify, change, discontinue, suspend or limit the Services from time to time, acting reasonably and, where reasonably possible, with prior notice, in order to: (a) address changes in technology; (b) maintain, upgrade or improve our Services; (c) facilitate changes required by third party service providers, such as providers of cellular communication services; (d) address security incidents and risks; or (e) as otherwise reasonably required to manage our business. Such changes may include changes in formats or standards which may result in incompatibility with Products we have discontinued. You understand that any discontinuance, suspension or interruption of the Services may affect the ability to access your data. You will be solely responsible for backing up any data that you may wish to access in such event. Certain services including, without limitation, installation, warranty service, maintenance and support, are available only through your reseller and do not constitute a part of the Services we may provide to you, and this Section 10 does not apply to such services.

11. RESTRICTIONS. You agree not to: (a) distribute, disclose, sublicense, sell, resell, give away, loan, lend, lease, rent, pledge, create a security interest in, transfer or transmit in any manner the Software or the Services or any rights therein or thereto, whether temporarily or permanently; (b) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form the Software or the Products, or create derivative works based on, or any competitive or emulating software using, the Software or any Product; (c) permit others to use the Software or Services, or use the Software or the Services on a service bureau or similar basis, including without limitation using the Software or Services to access, use or process the work or data of others or otherwise making available the functions of the Software or Services available for use by others; (d) use the Products, the Software or the Services in a manner that infringes upon the lawful rights of others or in contravention of any applicable laws; (e) except as otherwise expressly set out in applicable documentation, use the Products, the Software or the Services in conjunction with any in-vehicle telematics device other than our Products; (f) use the Products, the Software or Services: (i) where failure of same may result in a risk of property damage, death or personal injury; (ii) in any situation requiring fail-safe controls or fail-proof delivery of information, including without limitation any operations involving radioactive or hazardous materials, life support systems or munitions or weapons; (g) use any Services except through the Software or other interfaces provided by us; (h) engage in any activity that interferes or disrupts the Services or any computer, software, network or other device used to provide the Services; or (i) attempt, or cause, permit or encourage any other person to do any of the foregoing. You also acknowledge that the Products and the Software are subject to the export control laws and regulations of the U.S.A. and Canada. You agree that you shall comply with such laws and regulations, and shall not export or re-export any Product or Software, directly or indirectly in contravention of such laws and regulations.

12. REGISTRATION INFORMATION. In order to download or use the Software or the Services, you may be required to provide registration information to us. You represent and warrant that all such information is true, accurate, complete and current and further agree to promptly update all such information from time to time to ensure that such information is at all times true, accurate, complete and current.

13. SECURITY. In order to use our website and certain Services you may be required select one or more user identifications and passwords (your "Login Credentials"). We will use your Login Credentials, through automated means, to validate that the person using them is authorized to access your data, make changes on your account and make inquiries on your behalf. You agree that we will be entitled to treat all such communications, instructions and transactions as authorized by you if your Login Credentials are used. It is your responsibility to keep your Login Credentials safe and secure and not to disclose them to any other person, unless you want to give such person the authority to act on your behalf. You are solely responsible for any actions taken using your Login Credentials. You must only provide your Login Credentials when logging into our website or through other automated means. For security reasons, individual service representatives will never ask you for your password and you must not disclose them to any individual asking for it. When speaking with our representatives, they will follow other verification procedures to validate your identity. If you believe the security of your Login Credentials has been compromised, or you suspect unauthorized use, you must notify us immediately. You will be responsible for all changes to your account, communications, use of services or use, disclosure, modification or deletion of data using your Login Credentials, whether by you or anyone else, until you notify us. Once you notify us, we will suspend your account and may make arrangements for continued use by you of our Services. If we suspect, in our reasonable opinion, fraudulent or unauthorized activity on your account or, we reserve the right to terminate or suspend your access to our website or any applicable Services or both and will use reasonable efforts to contact you. You acknowledge and agree that your data may be stored or transmitted through our or third party facilities, including without limitation the internet, in the course of using the Software or the Services. It may be possible for third parties to monitor or access such data. If you wish to secure such data, you must provide for same. You assume full responsibility for implementing appropriate security and access control measures and we will not be responsible or liable in any manner for any loss, corruption or monitoring of data or data transmissions or any security or privacy breaches, howsoever caused.

14. OWNERSHIP. The Software is protected by copyright and other intellectual property rights and is licensed, not sold. Except for the rights expressly granted to you under this Agreement, all right, title and interest (including all copyrights, trade marks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Software and all copies thereof (regardless of the form or media upon which such copies are recorded) and all Services are and shall remain exclusively owned by us and our licensors. All trade names, company names, trade marks, service marks and other product and service names and logos in the Software or the Services are the proprietary marks of us or our licensors, and are protected by law and may not be copied, imitated or used, in whole or in part, without the consent of their respective owners. This Agreement does not grant you any rights in respect of any such marks. You agree to include all proprietary rights legends on all copies of the Software in the same form and location as the legends on or in the Software and you agree not to remove or attempt to remove any such legends. You understand and agree that any feedback, input, suggestions, recommendations, improvements, changes, specifications, test results, or other data or information that is provided or made available to us (whether directly or through a reseller) arising from or related to your use, testing, integration or evaluation of the Products, the Software or the Services (including any Beta Software or Beta Services), our website or the course of utilizing support, maintenance or other services, shall become our exclusive property and may be used by us to modify, enhance, maintain and improve our products and services without any obligation or payment to you or to any of your customers whatsoever. The foregoing does not apply to any of your data or information that is transmitted or processed using the Products, our Software or Services, provided however that you hereby grant to us the right to use such data or information and your registration information: (a) as reasonably required for the purposes for which it is provided it to us (whether directly or indirectly, including through a reseller), including for the provision of support, maintenance or other services; (b) to modify, enhance, maintain and improve our products and services and create or develop new products or services; (c) to understand and meet your needs and preferences; (d) to manage and develop our business and operations; and (e) to communicate with you including delivery of product information and notices related to products or services (including third party products or services). You represent, warrant and covenant that you will obtain all necessary consents, if any, required to permit us to collect, use, store, process, transmit, disclose and otherwise handle for our use and use by third parties for such purposes.

15. CONFIDENTIALITY. You acknowledge that any unauthorized publication or disclosure to third persons of the Software or Services will cause immediate and irreparable harm to us. Consequently, you agree to take all reasonable steps to maintain the confidentiality of the Software and the Services and shall not, without our prior written consent, disclose, or make them available in any form to any other person. For greater certainty, the foregoing does not amend any separate rights or obligations of confidentiality between you and a reseller pursuant to a Reseller Agreement in respect of Reseller Products and Services.

16. PERSONAL INFORMATION. You represent and warrant that if and to the extent you use any of our Products or Services to store personal information, that you will comply with all applicable laws regarding the collection, use, transmission, and storage of same, including by us in the course of providing the Services and have, as applicable, obtained all consents and rights in order to do so and to enable us to provide to you such Services and otherwise discharge our obligations hereunder, to the extent related to such personal information.� For greater certainty, the foregoing does not amend any separate rights or obligations in respect of personal information between you and a reseller pursuant to a Reseller Agreement in respect of Reseller Products and Services.

17. OUR PRODUCT WARRANTY. We warrant, for a period of 54 weeks from the date any of our Products, excluding all Software and any beta, test or demonstration products or product versions, is first activated or first used in production, whichever is earlier, that such Product will perform substantially in accordance with the specifications set forth for the documentation for such Product when used in accordance with such documentation. Provided you properly complete and submit a request for warranty service through your reseller prior to the expiration of the warranty period and return such Product to your reseller at your expense and in accordance with applicable policies and procedures, we will repair or replace such Product. You must not return any Products directly through us. We reserve the right to replace such Product with a more current version or model in our sole discretion or refurbished units. We also reserve the right to charge you return shipping and a service fee if we determine that Products that have been returned do perform substantially in accordance with their specifications. The warranty period will not be extended beyond the original warranty period for any replacement or repair. To the maximum extent permitted by applicable law, the foregoing constitutes your sole and exclusive remedy and our sole and exclusive obligation for any breach of the foregoing warranty and no person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by you to the fullest extent permitted by law.

18. RESELLER PRODUCT WARRANTY. Resellers may offer extended warranty terms (the "Reseller Warranty") for our Products under the terms of a Reseller Agreement with you and which vary from our warranty set out in Section 17 above and the warranty disclaimer in Section 19 below, in which case the Reseller Warranty will govern your warranty rights in between yourself and the reseller in the event of any conflict or inconsistency.

19. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 17 ABOVE, AND SUBJECT TO SECTION 18 above, YOU UNDERSTAND AND ACKNOWLEDGE THAT WE HAVE MADE THE PRODUCTS, SOFTWARE AND THE SERVICES AVAILABLE TO YOU ONLY ON AN "AS IS" BASIS, AND MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WHATSOEVER REGARDING THE PRODUCTS, SOFTWARE, THE SERVICES OR YOUR USE OR INABILITY TO USE THE PRODUCTS, THE SOFTWARE OR THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 17 ABOVE, AND SUBJECT TO SECTION 18 above, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, 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. SUBJECT TO SECTION 18 above, THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCTS, THE SOFTWARE OR THE SERVICES REMAINS WITH YOU. WE CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT: (a) ANY OF THE PRODUCTS, THE SOFTWARE OR THE SERVICES WILL MEET YOUR BUSINESS OR OTHER REQUIREMENTS; (b) THE PRODUCTS, THE SOFTWARE OR SERVICES WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION; (c) THE PRODUCTS, THE SOFTWARE OR SERVICES WILL BE ERROR-FREE, VIRUS-FREE OR THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE, RELIABLE OR CURRENT; (d) ALL ERRORS IN THE PRODUCTS, THE SOFTWARE OR THE SERVICES CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED. WE ACCEPT NO RESPONSIBILITY FOR, AND DO NOT WARRANT THE ACCURACY, CURRENCY OR RELIABILITY OF ANY REPORT, OUTPUT, DATA PREPARED BY OR WITH THE ASSISTANCE OF THE PRODUCTS, THE SOFTWARE OR THE SERVICES OR ANY OTHER RESULTS OBTAINED FROM THE USE OF THE PRODUCTS, THE SOFTWARE OR SERVICES. SUBJECT TO SECTION 18 above, WE DO NOT WARRANT THAT THE PRODUCTS, THE SOFTWARE OR THE SERVICES WILL NOT INFRINGE THE PROPRIETARY RIGHTS (INCLUDING PATENT, COPYRIGHT, TRADE MARK, OR TRADE SECRET RIGHTS) OF ANY THIRD PARTY.

20. THIRD PARTY PRODUCTS AND SERVICES. We do not endorse, make no representation, warranty or condition with respect to, and assume no responsibility or liability for, any third party products, software, data or services or the selection, implementation, use, interoperability or performance thereof, or any function or feature thereof, or any failure, error, defect, interruption or inability to use any of the foregoing or the terms and conditions applicable to same or any breach thereof, whatsoever, or any third party products, software, data or services that you may require to use any features or functions of the Software or Services, or any third party websites or similar facilities which we may identify or link to from our website, including without limitation vehicles, other geographic positioning or navigation devices, other communication devices, mapping software and data, computers, operating system software, networking equipment, other hardware or software or systems, website or similar site, internet service, telecommunications service, wireless service or cellular service.

21. WARRANTY EXCLUSION. None of our directors, officers, agents, representatives or employees has any authority, express or implied, to make any representations, warranties or agreements not expressly set forth in this Agreement and subject to the limited remedies herein provided. You specifically disclaim that you are relying upon or have relied upon any such other representations or warranties that may have been made by any person, and acknowledge and agree that we have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any person. For greater certainty, this Section 21 does not apply to any representations, warranties or other terms in respect of Reseller Products and Services under a Reseller Agreement, including any Reseller Warranty.

22. LIMITATIONS OF LIABILITY. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR LIABILITY TO YOU HEREUNDER OR OTHERWISE IN RESPECT OF THE PRODUCTS, THE SOFTWARE OR THE SERVICES EXCEED THE AMOUNT YOU HAVE PAID FOR THE PRODUCTS OR SERVICES OR THE RIGHTS TO USE THE SOFTWARE IN THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THE CAUSE OF ACTION AROSE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR LICENSORS, SUPPLIERS OR CONTRACTORS OR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, BE LIABLE OR OTHERWISE RESPONSIBLE FOR, AND YOU HEREBY WAIVE THE RIGHT TO MAKE ANY CLAIM WITH RESPECT TO: (i) 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 OR ANY CLAIM BY ANY THIRD PARTY; (ii) ANY LOSS OR DAMAGE ARISING FROM OR RELATED TO: (A) ANY CHANGES WE MAY MAKE TO THE SOFTWARE OR SERVICES; (B) ANY MODIFICATION, INTERRUPTION, SUSPENSION, FAILURE OR DISCONTINUANCE OF THE SERVICES; (C) ANY LOSS, DELETION, CORRUPTION OR FAILURE TO STORE OR TRANSMIT ANY OF YOUR DATA; (D) THE COMPLETENESS OR ACCURACY OF YOUR DATA OR ANY OTHER COMMUNICATIONS; (E) A THIRD PARTY'S UNAUTHORIZED ACCESS TO YOUR DATA OR COMMUNICATIONS TRANSMITTED THROUGH THE SERVICES; (F) YOUR FAILURE TO UPDATE YOUR REGISTRATION INFORMATION; (G) YOUR FAILURE TO KEEP YOUR LOGIN CREDENTIALS SECURE; OR (H) ANY ACCIDENT OR INJURY CAUSED BY OR TO A VEHICLE, WATERCRAFT OR AIRCRAFT OWNED OR OPERATED BY YOU OR ANY OTHER PERSON IF THE ACCIDENT RESULTED FROM THE OPERATION OR FAILURE OF ANY PRODUCT OR SERVICE, IN EACH CASE, EVEN IF WE COULD FORESEE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. FOR GREATER CERTAINTY, THIS SECTION 21 DOES NOT APPLY TO ANY REPRESENTATIONS, WARRANTIES OR OTHER TERMS IN RESPECT OF RESELLER PRODUCTS AND SERVICES UNDER A RESELLER AGREEMENT.

23. 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 SURVIVE A BREACH OF CONDITION, A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH HEREIN ARE INTEGRAL TO US MAKING THE SOFTWARE AND SERVICES AVAILABLE TO YOU AT NO ADDITIONAL COST OR CHARGE, AND THAT, BUT FOR SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS, WE WOULD NOT AGREE TO ENTER INTO THIS AGREEMENT UNLESS SUBSTANTIAL FEES WERE CHARGED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

24. TERMINATION. We reserve the right to terminate this Agreement in whole or in part without notice: (a) if you breach or otherwise fail to comply with any provision of this Agreement; (b) we determine that any registration information you submit or any update thereof is not true, accurate, complete or current; (c) you become insolvent or bankrupt; (d) you reorganize your business, make an assignment under or otherwise take advantage as a debtor of, bankruptcy or insolvency laws; (e) any steps are taken to windup or otherwise terminate your existence as a legal entity; (f) you cease operating or substantially change the nature of your business; or (g) you make an assignment under applicable bankruptcy or insolvency laws or have a receiver or trustee appointed, unless such appointment is vacated within 30 days of such appointment. You may terminate the grant of rights to use the Software or the provision of Services by ceasing use of same. Upon any termination of this Agreement: (i) any and all rights granted to you under this Agreement shall immediately cease: (ii) you shall destroy all copies of the Software in your possession or control; (iii) if so requested by us, you shall certify in writing that all copies of the Software in your possession or control have been destroyed; and (III) you shall cease all usage of the Services. We have no obligation to safeguard or transmit to you any data that you may have stored through the use of the Services. It is your sole responsibility to retrieve any such data prior to termination. For greater certainty, the foregoing does not amend any separate rights or obligations between you and a reseller relating to the termination of a Reseller Agreement.

25. ASSIGNMENT. This Agreement, the Software, the Services and any rights granted to you under this Agreement may not be transferred or assigned by you (including, without limitation, the granting of any security interest in the Software), 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. Notwithstanding the foregoing, you may assign your rights and obligations hereunder in connection with the sale and transfer of any Product which includes Software provided the assignee agrees to be bound by the terms and conditions of this Agreement. This Agreement will enure to the benefit of and be binding upon the respective successors and permitted assigns of you and us. This Agreement may be assigned by us in our sole discretion.

26. PUBLICITY. Subject to your prior written consent in each instance, we may identify you (including through the use of your company name or trade name) as a purchaser of our Products, or a user of our Software or Services and publishing or otherwise making available your name on marketing and advertising materials, including our website.

27. LEGAL PROCEEDINGS. You agree that all claims, disputes or disagreements of any nature whatsoever arising from or relating to with this Agreement, the Software, the Services or us (a "Dispute") will be settled by will be settled by final and binding arbitration pursuant to the provisions of the Arbitration Act, 1991 (Ontario). Judgement upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and an enforcement, as the law of such jurisdiction may require or allow. The arbitration panel will consist of a sole arbitrator mutually agreed to by the parties. In the event the parties are unable to agree upon an arbitrator, either party may apply to a court of competent jurisdiction for the appointment thereof. No person may be appointed as an arbitrator unless he or she is independent of the parties, is skilled in the subject matter of the Dispute and is not directly or indirectly carrying on or involved in a business being carried on in competition with the business of the parties. The venue for the arbitration shall be in the City of Toronto, Ontario, unless otherwise agreed to by the parties in writing. You agree that the existence of any Dispute and any steps, proceedings or awards relating to the arbitration will be confidential. You agree to waive any right you may have to commence or participate in any class action against us related to any Dispute and, where applicable, you also agree to opt out of any class proceedings against us. We reserve the right not to arbitrate Disputes involving: (i) claims by us for contribution or indemnity; (ii) claims relating to infringement or violation of any intellectual property rights; (iii) claims involving third parties; or (iv) where we seek injunctive or other equitable relief. For greater certainty, the foregoing does not amend any separate rights or obligations between you and a reseller relating to claims, disputes or disagreements under a Reseller Agreement.

28. CHOICE OF LAW. This Agreement will be deemed to have been made and performed exclusively in the Province of Ontario, Canada and will be governed by and construed under the laws of the Province of Ontario without giving effect to Ontario's 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. You hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario for any claim related to this Agreement or the Software that is not subject to arbitration arising from or in connection with this Agreement and agree not to bring any action, claim, suit or proceeding against us, our affiliates or agents (or any officer, director, or employee thereof) in any jurisdiction other than the Province of Ontario. For greater certainty, the foregoing does not amend the choice of law applicable between you and a reseller under a Reseller Agreement.

29. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and us with respect to the subject matter of this Agreement and cancels and supersedes any prior 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 you and us other than as expressly set forth in this Agreement. You represent and warrant that you have not been induced to enter into this Agreement by any other statement, representation or warranty not contained in this Agreement. The headings in this Agreement are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

30. 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 you 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.

31. AMENDMENTS AND WAIVERS. 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 on our part 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.

32. NOTICES. You agree to receive communications from us, including service notices and amendments to the Agreement through e-mail and postings on our website or communications transmitted through the Software. We may also send notices to you by fax, post, personal delivery or courier sent to the most recent address or number you have provided through our website or the Software. You may send communications to use through our website, subject to this provision. You agree that legal claims and demands against us arising from this Agreement must be sent to us by personal delivery, registered post or courier to Geotab Inc., 1081 South Service Road West Oakville, ON, Canada L6L 6K3, ATTN: President or such other address as we may advice you from time to time in accordance with this provision. Any notice will be deemed to be received: (i) if mailed, ten business days following mailing; (ii) if delivered by courier, three business days following acceptance for delivery by the courier; (iii) if delivered personally, on the actual day of delivery unless after business hours, in which case it will be deemed to be received the following business day; (iv) if delivered by e-mail, on the next business day following transmission; and (v) if delivered through our website, on the actual day where our website confirms the notice to have been delivered unless after business hours, in which case it will be deemed to be received the following business day. If you have entered into a Reseller Agreement, this Section 32 only applies to those notices regarding the Software and related Services provided by Geotab, and does not apply to notices sent or received pursuant to the Reseller Agreement.

33. FORCE MAJEURE. We will be relieved of our obligations under this Agreement and not be liable to you or to any third party if we are unable or fail to perform any of our obligations under this Agreement, including any failure or inability to provide any Service, as a result of any fire, explosion, war, riot, strike, walk‑out, labor dispute, flood, shortage of water, power, labor or necessary materials or supplies, breakdown in or the loss of any computer or other facility, act of God or public enemy, act of war or terrorism, any law, act or order of any court, board, government or other authority, or any other direct cause (whether or not of the same character as the foregoing) beyond our reasonable control, for so long as such cause prevents us from so performing.

Canadian Wireless Terms

The following terms apply if you have subscribed for wireless communication services in Canada. "You" means the legal entity that you represent that has subscribed for wireless communication services to be used in connection with the services provided by Geotab Inc. ("us" or "we").

1. You acknowledge that the services provided to us by the underlying carrier are made available only when the Products are in operating range of the facilities of the underlying carrier. In addition, the services of the underlying carrier may be temporarily refused, interrupted, or limited at any time because of: (i) limitations to facilities or services of the underlying carrier or its vendors; (ii) transmission limitations caused by atmospheric, topographical or other factors outside of the underlying carrier's reasonable control; or (iii) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of the services provided to us by the underlying carrier. Individual data transmissions may be involuntarily delayed for a variety of reasons, including atmospheric conditions, topography, weak batteries, system over-capacity, movement outside a geographic locations in which the services are available from time to time and gaps in coverage within said geographic locations.

2. You acknowledge that: (i) it is possible for third parties to monitor data traffic over the facilities of the underlying carrier and privacy cannot be guaranteed; (ii) if you desire to secure transmission of data, you must provide for its own means of doing so; and (iii) you assume full responsibility for the establishment of appropriate security measures to control access to its own respective equipment and information.

3. The wireless communication services are furnished to you subject to the condition that there will be no unauthorized, abusive or fraudulent use of such services, the facilities used to provide such services or the Products (collectively the "Unauthorized Use").� Unauthorized Use includes, but is not limited to:

(a) attempting or assisting another to access, alter or interfere with the communications of and/or information about another user of such services or facilities;

(b) tampering with or making an unauthorized connection to such facilities;

(c) using or assisting another to use any scheme, false representation or false credit device, or other fraudulent means or devices in connection with such services;

(d) attempting or permitting anyone to attempt to use such services or facilities in such a manner so as to avoid incurring charges for usage, including without limitation the use of any mobile VOIP solution over such facilities;

(e) using such services in such an abusive and/or excessive manner so as to impair the quality of such services or interfere with the underlying carrier's ability to provide such or the use of such service by other end users or customers of the underlying carrier; or

(f) using the such services to convey information that is obscene, salacious, abusive, prurient or unlawful.

Upon our discovery of any Unauthorized Use by you, we reserve the right to notify the underlying carrier and Reseller to order you to cease (and you agree to cease) from engaging in such acts of interference. If we or the underlying carrier determine that you have engaged in any Unauthorized Use of wireless communication services, you acknowledge and understand that the underlying carrier may deactivate you from such services without notice.�

4. You understand and acknowledge that we are bound by certain obligations under a written agreement with the underlying carrier and that the underlying carrier has also established rules, policies and procedures governing the provision of the wireless communication services and may, from time to time, develop and adopt new rules, policies and procedures. You agree to comply with all such obligations, rules, policies and procedures, new or otherwise, related to any of the foregoing, as we request from time to time.

5. You will be fully responsible for all SIMs purchased from us. You agree not to remove such SIMs from the Products or use such SIMs in connection with any services other than the wireless communication services provided by us. You will be responsible for any and all charges and other fees incurred with respect to the SIMs supplied to you by us, including fees for unauthorized services (e.g. voice services). You understand and acknowledge that you may not use any Product or any SIM for any voice calls and the underlying carrier has implemented measures to block voice calls. In the event you are able to make any voice calls, you understand and acknowledge that additional fees will be payable for same.

6. YOU HAVE NO PROPERTY RIGHT IN ANY CODE OR IDENTIFIER (INCLUDING ANY PHONE NUMBER, IMEI, IMSI, INTERNET PROTOCOL (IP) ADDRESSES, PERSONAL IDENTIFICATION NUMBER OR E-MAIL ADDRESS) ISSUED TO, ASSIGNED TO OR ASSOCIATED WITH YOU OR ANY PRODUCT USED BY YOU IN CONNECTION WITH THE SERVICES PROVIDED TO US BY THE UNDERLYING CARRIER (EACH, AN "IDENTIFIED"). YOU ACKNOWLEDGE THAT THE UNDERLYING CARRIER MAY CHANGE ANY IDENTIFIER AT SUCH TIME OR TIMES AS THE UNDERLYING CARRIER, CONSIDERS NECESSARY WITHOUT ANY LIABILITY WHATSOEVER, WHETHER ON OUR PART OR THE PART OF THE UNDERLYING CARRIER. YOU FURTHER ACKNOWLEDGE AND AGREE THAT DYNAMIC IP ADDRESSES MAY BE USED WITH RESPECT TO THE PRODUCTS WHICH IP ADDRESSES WILL CHANGE WHENEVER A PRODUCT IS DISCONNECTED FROM AND THEN RECONNECTED TO THE FACILITIES OF THE UNDERLYING CARRIER OR AFTER AN ELAPSED PERIOD OF TIME.

7. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU HAVE NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH THE UNDERLYING CARRIER AND THAT YOU ARE NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN US AND THE UNDERLYING CARRIER. IN ADDITION, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE UNDERLYING CARRIER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO YOU, REGARDLESS OF THE FORM OF THE ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE.

8. YOU SHALL INDEMNIFY AND HOLD HARMLESS THE UNDERLYING CARRIER SUPPLYING SERVICES TO US, AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, INFRINGEMENT OF COPYRIGHT, OR PERSONAL INJURY OR DEATH, ARISING IN ANY WAY DIRECTLY OR INDIRECTLY IN CONNECTION WITH THIS AGREEMENT OR THE USE, MISUSE, FAILURE TO USE, OR INABILITY TO USE THE PRODUCTS. THIS INDEMNITY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

9. Subject to the terms of the Agreement, unless you provide express consent or disclosure is pursuant to a legal power, all information kept by us regarding you, other than your name, address and listed telephone number, is confidential and may not be disclosed by us or the underlying carrier to anyone other than:

(a) you;

(b) the underlying carrier

(c) a person who, in our reasonable judgement or that of the underlying carrier, is seeking the information as your agent;

(d) another telecommunications carrier or other person providing services to a telecommunications carrier, provided the information is required for establishment of, or the efficient and cost-effective provision of services and disclosure is made on a confidential basis with the information to be used only for that purpose;

(e) a company involved in supplying you with telephone or telephone directory related services, provided the information is required for that purpose and disclosure is made on a confidential basis with the information to be used only for that purpose;

(f) an agent retained by the us in the collection of your account, or to perform other administrative functions for us, provided the information is required for and is to be used only for that purpose;

(g) to a law enforcement agency whenever we or the underlying carrier has reasonable grounds to believe that you have knowingly supplied us or the underlying carrier with false or misleading information or you are otherwise involved in unlawful activities; or

(h) a public authority or agent of a public authority, if in our reasonable judgment or that of the underlying carrier, it appears that there is imminent danger to life and property which could be avoided or minimized by disclosure of the information.

Express consent may be taken to be given by you where the you provide:

(a) written consent;

(i) oral confirmation verified by an independent third party;

(j) electronic confirmation through the use of a toll-free number;

(k) electronic confirmation via the internet;

(l) oral consent, where an audio recording of the consent is retained by us; or

(m) consent through other methods, as long as an objective documented record of customer consent is created by the customer or by an independent third party.

10. �This section applies only to the provision of emergency services on a mandatory basis. In respect of the provision of emergency services on a mandatory basis, we are not liable for:

(a) libel, slander, defamation or the infringement of copyright arising from material or messages transmitted over the network provided by us or the underlying carrier from your property or premises or recorded by your equipment or our equipment;

(i) damages arising out of your act, default, neglect or omission in the use or operation of equipment provided by us;

(ii) damages arising out of the transmission of material or messages over the network provided by us or the underlying carrier on your behalf which is in any way unlawful; or

(iii) any act, omission or negligence of other companies or telecommunications systems when their facilities are used in establishing connections to or from your facilities and equipment.

(b) Furthermore, except in cases where negligence on our part results in physical injury, death or damage to your property or premises, our liability for negligence related to the provision of emergency services on a mandatory basis is limited to the greater of $20 and three times the amount (if any) we would otherwise be entitled to receive as a refund for the provision of defective service. However, subject to the terms of the Agreement, our liability is not limited by this section in cases of deliberate fault, gross negligence or anti competitive conduct on our part or in cases of breach of contract where the breach results from our gross negligence.

11. YOU HEREBY ACKNOWLEDGE THAT WE ARE ACTING AS AGENT TO THE UNDERLYING CARRIER SUPPLYING SERVICES TO US FOR THE LIMITED PURPOSE OF SECURING PERFORMANCE OF THE PROVISIONS IN THESE TERMS.

12. THE UNDERLYING CARRIER'S SERVICES DO NOT INCLUDE ANY VOICE SERVICES.

13. THE SIM SUPPLIED WITH THE PRODUCTS WE OR OUR RESELLERS HAVE SUPPLIED TO YOU AND MAY ONLY BE USED IN SUCH PRODUCTS AND IN NO OTHER WIRELESS DEVICE.

14. YOU MAY ONLY ROAM INCIDENTALLY TO YOUR USE OF THE SERVICES IN CANADA. THE UNDERLYING CARRIER MAY, AT ITS DISCRETION, AND TO THE EXTENT PERMITTED UNDER ITS AGREEMENTS WITH ITS VENDORS, PROVIDE CERTAIN ROAMING SERVICES TO YOU IN THE UNITED STATES THE UNDERLYING CARRIER HAS MADE AVAILABLE TO US.� ANY SUCH ROAMING SHALL BE SUBJECT TO THE RESTRICTIONS THAT MAY EXIST IN THE RESPECTIVE AGREEMENTS BETWEEN SUCH PERSONS.� THE UNDERLYING CARRIER OR ITS VENDORS MAY IN THEIR SOLE DISCRETION SUSPEND ROAMING PRIVILEGES TO YOU IF THEY DISCOVER OR SUSPECT THAT THE SERVICES ARE BEING USED IN A FRAUDULENT MANNER.� THE UNDERLYING CARRIER SHALL BE ENTITLED FROM TIME TO TIME AND AT ANY TIME, AT ITS SOLE DISCRETION, TO ADD, MODIFY OR REMOVE TERRITORIES WHERE ROAMING SHALL BE AVAILABLE TO YOU.� YOU ACKNOWLEDGE THAT NOT ALL WIRELESS COMMUNICATION SERVICES ARE AVAILABLE IN EACH TERRITORY WHERE ROAMING IS AVAILABLE AND ROAMING IN CERTAIN TERRITORIES IS ONLY AVAILABLE FOR USE WITH PRODUCTS USING CERTAIN FORMS OF TECHNOLOGY.

15. You have no right to receive, and we have no obligation to provide to you, a separate bill for wireless communication services provided by the underlying carrier or otherwise show such services as a separate item on our price quotes, pricing schedules or our invoices to you.�

16. We may terminate the provision of wireless communication services to you without notice or any further obligation or liability if the agreement with our underlying carrier governing the provision thereof expires or terminates.

17. We may change, modify or amend these terms at any time in accordance with the terms of the Agreement, provided however the notice period applicable will be 15 days.