Revision 2013-10-31

Geotab End User Agreement

IMPORTANT! BY DOWNLOADING, USING, OR ACCESSING ANY OF OUR DEVICES, SOFTWARE, SERVICES AND OTHER PRODUCTS, INCLUDING UPDATES AND UPGRADES THEREOF (COLLECTIVELY “PRODUCTS”), YOU CONCLUDE A LEGALLY BINDING AGREEMENT BASED ON THE TERMS OF THIS GEOTAB END USER AGREEMENT (“AGREEMENT”) WITH GEOTAB INC. (“GEOTAB” OR “WE”) ON BEHALF OF YOURSELF, UNLESS YOU ARE ACTING AND AUTHORIZED TO ACT FOR A COMPANY OR OTHER ORGANIZATION IN WHICH CASE THE AGREEMENT IS WITH SUCH ORGANIZATION AND ANY REFERENCES TO “YOU” HEREIN MEANS SUCH ORGANIZATION. IF YOU DO NOT WISH TO AGREE, DO NOT INSTALL, USE, ACCESS OR RETAIN ANY OF OUR PRODUCTS AND DO, WITHIN 14 DAYS OF RECEIPT OF THE PRODUCTS OR THIS AGREEMENT, WHICHEVER OCCURS LATER, RETURN ANY PRODUCTS YOU HAVE PURCHASED TO THE SELLER FROM WHICH YOU PURCHASED SUCH PRODUCTS FOR A FULL REFUND OF THE PURCHASE PRICE.

  1. LICENSE.  We grant you a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable right to use any software and intellectual property embodied in Products solely for your own internal business purposes and solely in connection with your use of our in-vehicle telematics hardware components of Products, on the condition and so long as you comply with all terms and conditions of this Agreement, which defines conditions and limitations of your license and also establish contractual covenants. Any software, firmware and information (collectively “software”) embedded in any of our Products is licensed only for use in connection with the Product in which such software is embedded and may not be extracted, copied or used in connection with any other Product or for use on any other device.
  2. PROTECTIVE MEASURES. Products may contain technological measures designed to prevent the illegal usage of software or other violations of this Agreement or applicable law. Such measures include disabling of Products and features that automatically transmit information regarding your usage of Products. You hereby consent to the transmission of such information to us and agree not to circumvent or attempt to circumvent such measures.
  3. 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 you or provide access to updates through our website. You may not install or use any update except in conjunction with the software for which it is intended. Upon installation of any updates, you may only use Products as modified or replaced by the updates.
  4. RESTRICTIONS. To the fullest extent permissible under applicable law, you agree not to: (a) distribute, disclose, sublicense, sell, resell, give away, loan, lease, rent, pledge, create a security interest in, transfer or transmit in any manner any services, software or other copyrightable or licensed elements of Products or any rights therein or thereto, whether temporarily or permanently; (b) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any software elements of Products; (c) use Products in a manner that violates laws or rights of others; (d) use the Products: (aa) where failure of same may result in a risk of property damage, death or personal injury; or (bb) 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; (e) engage in any activity that interferes or disrupts services or any computer, software, network or other device used to provide the services; or (f) attempt, or cause, permit or encourage any other person to do any of the foregoing.
  5. COMPLIANCE. You shall comply with this Agreement, any ancillary terms incorporated herein by reference, and all applicable laws, including export control laws and regulations of the USA and Canada. You shall not export or re-export any Product directly or indirectly in contravention of such laws and regulations.
  6. SECURITY. You shall keep all user identifications and passwords (your “Login Credentials”) secure. We will be entitled to treat all communications, instructions and transactions as authorized by you if your Login Credentials are used. You are solely responsible for any actions taken using your Login Credentials. If you believe the security of your Login Credentials has been compromised, or you suspect unauthorized use, you must notify us immediately. 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.
  7. OWNERSHIP. The Products are protected by copyright and other intellectual property rights. Software and services are not sold, only licensed or made available on a limited basis. Notwithstanding anything to the contrary herein, and notwithstanding the any reference to the sale of any product to you hereunder, 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 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. You shall not remove or attempt to remove any marks, labels and legends from Products. 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 Products, 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 or otherwise without any obligation or payment to you or to any of your customers whatsoever.
  8. CONFIDENTIALITY AND DATA PROTECTION. You shall take all reasonable steps to maintain the confidentiality of any software and non-public information in and regarding the Products and any other confidential information that we provide, and you shall not, without our prior written consent, disclose, or make them available in any form to any person, except your own employees, subject to adequate confidentiality agreements. We shall use reasonable means to maintain the confidentiality of any vehicle data that we receive in connection with your use of our Products. We shall use your individual vehicle data only as necessary to perform our obligations under this Agreement and as required or permitted by applicable law.
  9. OUR LIMITED PRODUCT WARRANTY. We warrant that during the Warranty Period each Product (excluding beta, test or demonstration products or product versions) will perform substantially 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 the one year period commencing on the activation date. Provided you properly complete and we receive from you, directly or through an authorized reseller, a substantiated and justified written warranty claim and, if applicable, all affected devices (returned at your expense to the reseller from whom you purchased the devices or as otherwise specified by us), prior to the expiration of the Warranty Period in accordance with our applicable return policies and procedures, we will make commercially reasonable efforts to repair or replace such device or 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 in our sole discretion or refurbished device units. We also reserve the right to charge you return shipping and a service fee if we determine that your 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: (aa) the actual remaining Warranty Period for the replaced or repaired Product; and (bb) 90 days following the completion of such repair or replacement. 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..
  10. CONDITIONS AND EXCLUSIONS. You waive your rights under our limited warranty set forth in Section 9 (Our Limited Product Warranty), any clause of this Agreement, tort, product liability, statute or other legal theory unless we receive your written claim within 10 days of the date when you did notice or could reasonably have noticed the defect or other basis of your claim. With respect to Products that were installed by anyone except a Geotab-certified installer (listed on Geotab website or confirmation available on request), you shall not have any warranty claims or other claims unless you prove that the installation did not cause the defects or failures of the Product to conform to the applicable specifications or otherwise to this Agreement. Third Party Products that are subject to the Third Party Terms (per Section 22 - Entire Agreement) and, more generally, any products 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 or items. You need to purchase, license or procure products, software, data or services from third parties to enable the full use or functionality of our Products. You are responsible for ensuring that all 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.
  11. INSTALLATION WARNING. Most of our Products do not contain any user-serviceable parts. Installation, configuration, servicing, repairs and removals must only be made by an authorized Geotab reseller or installer, unless we expressly designate Products as suited for ‘plug and play’ self-installation in writing. Improper installation can lead to short circuits and the risk of fire, leading to personal injury or significant damage to your vehicle. Installation or servicing may also require modifications to your vehicle. Failure to comply with specified procedures or without adequate knowledge of our Products, proper installation, configuration, servicing, repair or removal procedures or your vehicle may result in damage to the Product or your vehicle, which may cause malfunctions of vehicle controls or vehicular environmental systems and result in personal injury. You understand that any such activities not performed by an authorized Geotab reseller or installer will be at your sole risk. You hereby release and forever discharge, 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 you 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.
  12. WARRANTY DISCLAIMER.  EXCEPT AS SET FORTH IN SECTION 9 (OUR LIMITED PRODUCT WARRANTY), YOU UNDERSTAND AND ACKNOWLEDGE THAT WE MAKE PRODUCTS AVAILABLE TO YOU ONLY ON AN “AS IS” BASIS, AND WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WHATSOEVER REGARDING THE PRODUCTS OR YOUR USE OR INABILITY TO USE THE PRODUCTS. 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. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCTS REMAINS WITH YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT: (a) ANY OF THE PRODUCTS WILL MEET YOUR BUSINESS OR OTHER REQUIREMENTS; (b) THE PRODUCTS WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION; (c) THE PRODUCTS WILL BE ERROR-FREE, VIRUS-FREE OR THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE, RELIABLE OR CURRENT; (d) ANY ERRORS IN THE PRODUCTS 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 OR ANY OTHER RESULTS OBTAINED FROM THE USE OF THE PRODUCTS. MOREOVER, WITHOUT LIMITING THE GENERALITY OF SECTION 10 (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 third party products, software, data or services, or any failure, defect or inability to use any of the foregoing third party products, software, data or services that you may require to use any features or functions of the Software, Products 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, whether or not supplied directly or indirectly by us.
  13. NO RELIANCE ON OTHER STATEMENTS. None of our directors, officers, agents, representatives, employees, resellers, distributors, sales representatives, intermediaries or anyone else except Geotab’s Chief Executive Officer has any authority, express or implied, to make any representations, warranties or agreements not expressly set forth in this Agreement. You acknowledge and agree that you are not relying upon, and that we specifically disclaim any statements, representations, terms, conditions and warranties except as set forth in writing in this Agreement. Without limiting the generality of the foregoing, we shall have no obligation or liability in respect of any warranty or extended warranty that a reseller may extend to you.
  14. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

(a) We will defend or, at our option, settle, any claim or action brought against you to the extent that it is based on a claim (an “Infringement Claim”) that any of our Products which we have supplied to you directly or through an authorized reseller infringes any copyright, patent, trade secret or trademark of any third party (excluding any of your affiliates) and indemnify you against damages awarded against you 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 you: (i) notify us promptly and within no more than 10 days after your 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 you for any compromise or settlement made by you without our prior written consent, or for any legal fees or expenses incurred by you in connection with such claim.

(b) 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 you, 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 you; or (iii) if none of the foregoing alternatives are reasonably practical in our sole judgement, we may, in the case of software or services, terminate such services or the licenses for such software or, in the case of any Products, require you to return such Products and refund to you, at our discretion either: (A) any prepaid but unused fees paid, if any, which are pre-paid for a specified period of use; or (B) the purchase price paid by you to us for the Products returned, depreciated on a straight-line basis over a 36 month period from the date of purchase.

(c) 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) Third Party Products that we provide, or products, services, software, information or other items that we did not provide to you directly or via authorized resellers, (iv) the use, association or combination of any of our Products with any third party product, software, service, data, information or other material (including your 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, or the incorporation or integration into our Products of any third party product, software, service, data, information or other material (including your own) that is not supplied by us or expressly identified by us in the 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, or any use of data that is collected through the operation of or generated by our Products; (vii) the use of the Products in association with driving, driver or vehicle activity or performance for insurance purposes; or (viii) any reselling or distribution of our Products. This Section states our entire liability and your sole and exclusive remedies with respect to any Infringement Claim.

  1. INDEMNIFICATION. YOU 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 (INCLUDING BUT NOT LIMITED TO ACTUAL OR ALLEGED INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF DOMESTIC OR FOREIGN PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS) WHICH AN INDEMNIFIED PARTY MAY SUFFER OR INCUR IN CONNECTION WITH YOUR BUSINESS ACTIVITIES OR IN ANY WAY ARISING OUT OF OR INCIDENT TO ANY EXCLUDED CLAIMS.
  2. LIMITATIONS OF LIABILITY. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR OUR OBLIGATIONS TO YOU PURSUANT TO SECTION 14 (INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS), IN NO EVENT SHALL THE LIABILITY OF ALL INDEMNIFIED PARTIES TO YOU HEREUNDER OR OTHERWISE IN RESPECT OF THE PRODUCTS EXCEED THE AMOUNT YOU HAVE PAID FOR THE PRODUCTS OR SERVICES OR THE RIGHTS TO USE THE SOFTWARE IN THE TWO 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 ANY INDEMNIFIED PARTY, BE LIABLE 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 MODIFICATION, INTERRUPTION, SUSPENSION, FAILURE OR DISCONTINUANCE OF THE SERVICES; (B) ANY LOSS, DELETION, CORRUPTION OR FAILURE TO STORE OR TRANSMIT ANY OF YOUR DATA; (C) THE COMPLETENESS OR ACCURACY OF YOUR DATA OR ANY OTHER COMMUNICATIONS; (D) A THIRD PARTY'S UNAUTHORIZED ACCESS TO YOUR DATA OR COMMUNICATIONS TRANSMITTED THROUGH THE SERVICES; (E) YOUR FAILURE TO UPDATE YOUR REGISTRATION INFORMATION; (F) 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.
  3. 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.
  4. TERMINATION. We reserve the right to terminate this Agreement in whole or in part with or without notice if: (a) 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, including having a trustee or receiver appointed; (e) any steps are taken to windup or otherwise terminate your existence as a legal entity; or (f) you cease operating your business. 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.
  5. ASSIGNMENT. This Agreement 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. Subject to the foregoing, 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 or novated by us in our sole discretion by way of written notice to you.
  6. LEGAL PROCEEDINGS. You agree that all claims, disputes or disagreements of any nature whatsoever arising from or relating to with this Agreement, the Products 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.
  7. 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 Products 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.
  8. ENTIRE AGREEMENT. The Third Party Terms in Geotab End User Agreement (attached hereto) are 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 your rights and obligations. This Agreement constitutes the entire and exclusive agreement between you 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 you and us, oral or written other than as expressly set forth in this Agreement and any terms expressly incorporated herein by reference. You represent and warrant that you have not been induced to enter into this Agreement by any 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.
  9. 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.
  10. AMENDMENTS AND WAIVERS. You agree that we may change the terms of this Agreement from time to time by notifying you via our website, email or other means. You agree to accept, and you hereby accept, any changes in Third Party Terms and other terms of this Agreement, unless the changes impose commercially unreasonable disadvantages on you. If a change imposes commercially unreasonable disadvantages on you and we receive a written objection from you within 30 days of the date when you received notice or you should have noticed the change, we may, at our sole option and discretion, (a) reverse such change with the effect that the immediately prior version of this Agreement shall continue to apply to you, or (b) terminate this Agreement and your use of the Products and refund to you, upon receipt of all devices, documentation and deliverables in your possession (aa) the purchase price for any devices and software, depreciated on a 36 months straight line basis, accounting for your use, and (bb) any prepaid services fees for time periods after the effective date of the change to which you 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 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.

Third Party Terms in Geotab End User Agreement

By accepting the Geotab End User Agreement, you also accept these Third Party Terms. Our Products contain or function in connection with various devices, software, services and other products (collectively “Third Party Products”) made or offered by companies that are not affiliated with Geotab (“Third Parties”), many of which require Geotab to pass through their terms to you and/or require you to accept their terms as a condition to your use of their Third Party Product(s). These Third Party Terms 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 your rights and obligations. Some of the Third Parties reserve the right to amend their terms from time to time, as specified in the applicable Third Party Terms and by accepting such Third Party Terms as part of the Geotab End User Agreement, you agree to accept amended versions of such Third Party Terms.

A.        Wireless Terms.  

The following terms apply if you have subscribed for wireless communication services. “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”). References to the “underlying carrier” refer to the provider of the wireless communication services and references to “reseller” refer to any reseller of services provided by an underlying carrier from whom we procure wireless communication services.

  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: (a) limitations to facilities or services of the underlying carrier or its vendors; (b) transmission limitations caused by atmospheric, topographical, terrain, other natural or artificial conditions or other factors or causes outside of the underlying carrier’s reasonable control; or (c) usage concentrations, 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 disconnected or delayed for a variety of reasons, including without limitation 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. None of us, an underlying carrier or a reseller shall be responsible or incur any liability for the failure to provide adequate services, including any coverage gaps, or for any content, including information, opinions, advice, statements or services that are provided by third parties and accessible through the services or any damages resulting therefrom. The underlying carrier and/or the reseller thereof reserve the right, in their sole discretion and without any obligation, to make improvements to, or correct any error or omission in any portion of the underlying carrier’s network, which may or may not affect your access thereto. You acknowledge that services may be temporarily suspended or permanently terminated upon little or no notice in the event that our agreement with the reseller or the underlying carrier is suspended or terminated. You waive any and all claims against us, the reseller and the underlying carrier for such suspension or termination.
  1. You acknowledge that: (a) it is possible for third parties to monitor wireless transmissions and data traffic over the facilities of the underlying carrier and neither privacy nor security can be guaranteed; (b) transmissions to an internet address or through the internet or other use of the internet may result in the transmission of your number or other information over the internet; (c) if you desire to secure transmission of data, you must provide for its own means of doing so; and (d) you assume full responsibility for the establishment of appropriate security measures to control access to its own respective equipment and information. YOU UNDERSTAND THAT WE, THE RESELLER AND THE UNDERLYING CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND THAT NONE OF US, THE RESELLER OR THE UNDERLYING CARRIER WILL BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES.
  2. 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”). You agree to make good faith efforts to minimize Unauthorized Use, to promptly report to us and the underlying carrier any Unauthorized Use of which you become aware, and to fully cooperate in any investigation or prosecution. 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 the facilities used to provide such services; (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) installing any amplifiers, enhancers, repeaters, or other devices that modify the radio frequencies used to provide the services; (e) 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; (f) using or assisting another to use any scheme, false representation, or false credit device, or other fraudulent means or devices in connection with the services; (g) using such services so as to interfere unreasonably with the use of such services by other users thereof or interfere with our, the underlying carrier’s or the reseller’s ability to provide such services; (f) using the such services to convey information that is obscene, salacious, abusive, prurient or unlawful; or (g) excessive data usage. 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. You acknowledge that services or SIMs may be suspended, limited, restricted, deactivated or cancelled without notice if we, the reseller or the underlying carrier, in our or its sole discretion, determine that you have engaged in any Unauthorized Use or there is a reasonable suspicion of Unauthorized Use. None of us, the reseller or the underlying carrier have any liability to you as a result of any such suspension, limitation, restriction, deactivation or cancellation.  You further acknowledge that the underlying carrier may temporarily block automatic roaming in a particular portion of the territory that the underlying carrier services which is experiencing fraudulent usage. You shall have sole liability for charges, costs or damages resulting from: (a) any abuse or fraud facilitated by you, your employees, agents or persons authorized by you to use the services; (b) using or assisting another to use any scheme, false representation, or false credit device, or other fraudulent means or devices in connection with the services (“Subscription Fraud”); or (c) any failure to give prompt notice of suspected abuse or fraudulent use based on information available to you.
  3. You may use the services for web browsing, messaging, and similar activities on equipment approved by the underlying carrier and not on any other equipment. Unless explicitly permitted by the plan for your 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: (a) 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; (b) any activity that adversely affects the ability of other users or systems to use either the underlying carrier’s services or the network-based resources of others, including the generation or dissemination of viruses, malware or “denial of service” attacks or which interferes with the reseller’s or underlying carrier’s ability to provide services; (c) any activity that the underlying carrier in its sole discretion deems may harm its transmission facilities in any way, including any use of the services that interfere unreasonably with the underlying carrier’s ability to provide the services; (d) accessing, altering or interfering with, the communications, 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 underlying carrier’s or another entity’s network or systems or attempting or assisting another with any of the foregoing; (e) abuse or fraudulent use, including, without limitation: (i) tampering with or making an unauthorized connection to the underlying service provider’s network; (ii) installing any amplifiers, enhancers, repeaters, or other devices that modify the radio frequencies used to provide the services; (iii) Subscription Fraud; (iv) using the services to convey obscene, salacious or unlawful information; (v) using the services without permission on a stolen or lost device; (vi) any unauthorized use of services which includes the practices generally referred to as “counterfeiting,” “cloning fraud,” or “tumbling fraud” ; (vii) using the services to provide voice over IP services; (viii) extensive use of the services outside of the areas where the underlying carrier is licensed to provide the services and is providing the services, which area changes from time to time, in such a manner as to unreasonably increase the costs of the underlying carrier; (ix) excessive data usage; (x) remote medical monitoring; or (xi) use in a manner prohibited by the applicable plan, option, feature or application.
  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 SIM Cards purchased from us. You agree not to remove such SIM Cards from the Products or use such SIM Cards in connection with any services other than the wireless communication services provided by us and the reseller and/or underlying carrier from whom such SIM Card is procured. You understand that the reseller or the underlying carrier retains ownership of the SIM Cards. You must not insert a SIM Card into any device other than the Product for which it has been designated and which has been approved by the underlying carrier, including without limitation any device bearing the mark of an underlying carrier or purchased from any underlying carrier where the device was packaged with an underlying carrier SIM Card. You must not provide, sell or transfer in any manner any SIM Card, whether separately or together with any device, to any individual or entity or program, reprogram, or tamper with any SIM Card in any manner. You will be responsible for any and all charges and other fees incurred with respect to the SIM Cards 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 Cards 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. SUBJECT TO NUMBER PORTABILITY RULES UNDER APPLICABLE LAW, YOU HAVE NO PROPERTY RIGHT IN ANY CODE OR IDENTIFIER (INCLUDING ANY NUMBER, PHONE NUMBER, IMEI, IMSI, UNIQUE NETWORK IDENTIFIER, 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 “IDENTIFIER”). 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 OR THE RESELLER OF ANY UNDERLYING CARRIER OR ANY AFFILIATES OR CONTRACTORS THEREOF, AND THAT YOU ARE NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN US AND THE UNDERLYING CARRIER, BETWEEN US AND ANY RESELLER OF ANY UNDERLYING CARRIER, OR BETWEEN ANY RESELLER AND ANY UNDERLYING CARRIER. YOU ALSO UNDERSTAND AND AGREE THAT ANY AGREEMENT BETWEEN US AND A RESELLER DOES NOT CREATE A CONTRACTUAL RELATIONSHIP BETWEEN US AND THE UNDERLYING CARRIER OF SUCH RESELLER. IN ADDITION, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE UNDERLYING CARRIER, ANY RESELLER OF ANY UNDERLYING CARRIER OR ANY AFFILIATES OR CONTRACTORS THEREOF MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED: (a) REGARDING THE PROVIDER, SCOPE OR NATURE OF CONTENT OR SERVICES THAT WILL BE AVAILABLE BY DEFAULT TO YOU FROM THIRD PARTIES THROUGH THE SERVICES; OR (b) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE OR NON-INFRINGEMENT) AND SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO YOU, INCLUDING WITHOUT LIMITATION FOR ANY DAMAGES WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, REGARDLESS OF THE FORM OF THE ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, IN TORT OR OTHERWISE AND YOU HEREBY WAIVE ANY AND ALL CLAIMS OR DEMANDS THEREFOR. THE UNDERLYING CARRIER IS NOT LIABLE TO YOU FOR ANY CLAIM OR DAMAGE RELATED TO OR ARISING OUT OF OR IN CONNECTION WITH ANY COVERAGE MAP INFORMATION, INCLUDING THE ACCURACY THEREOF.
  8. You expressly understand and agree that the liability and obligations of us or the underlying carrier to you are strictly controlled and limited by the underlying carrier’s tariff, if any, and the laws, rules and regulations of the governmental authorities which from time to time have jurisdiction.
  9. YOU ACKNOWLEDGE AND AGREE THAT, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, IN TORT OR OTHERWISE, YOUR EXCLUSIVE REMEDY AGAINST US, AND OUR EXCLUSIVE REMEDY AGAINST AN UNDERLYING CARRIER OR A RESELLER THEREOF, AND THE TOTAL LIABILITY OF US, ANY RESELLER, THE UNDERLYING CARRIER OR ANY SUPPLIER OF SERVICES TO YOU FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO THOSE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES, IN CONNECTION WITH OUR AGREEMENT WITH AN UNDERLYING CARRIER OR A RESELLER THEREOF, OR ANY FAILURE OR DISRUPTION OF SERVICES, IS LIMITED TO PAYMENT OF DAMAGES IN AN AMOUNT NOT TO EXCEED THE AMOUNT PAID BY THE US FOR THE SERVICES DURING THE ONE (1) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE. IN NO EVENT SHALL WE, ANY RESELLER OR THE UNDERLYING CARRIER BE LIABLE FOR ANY COST, DELAY, FAILURE OR DISRUPTION OF SERVICE, LOST PROFITS (DIRECT OR INDIRECT) OR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL WE, ANY RESELLER OR THE UNDERLYING CARRIER BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO THE FAILURE OR INCOMPATIBILITY OF EQUIPMENT UTILIZED BY YOU IN CONNECTION WITH THE SERVICES; INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICE WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY US OR THIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR INTERRUPTIONS; ANY INTERRUPTION OR ERROR IN ROUTING OR COMPLETING CALLS OR OTHER TRANSMISSIONS (INCLUDING 911 CALLS OR ANY SIMILAR EMERGENCY RESPONSE NUMBER); LOST OR ALTERED MESSAGES OR TRANSMISSIONS; OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS, OR DESTRUCTION OF YOUR OR THIRD PARTIES’ APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORK, OR SYSTEMS. YOU SHALL USE EQUIPMENT AT YOUR OWN RISK AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT THE UNDERLYING CARRIER IS NOT RESPONSIBLE FOR THE OPERATION, TESTING OR MAINTENANCE OF ANY PRODUCT OR DEVICE USED IN CONNECTION WITH THE SERVICES.
  10. YOU SHALL INDEMNIFY, DEFEND (IF REQUIRED BY US OR THE UNDERLYING CARRIER)  AND HOLD HARMLESS US, THE RESELLER AND THE UNDERLYING CARRIER SUPPLYING SERVICES TO US, AND THE OFFICERS, EMPLOYEES, AND AGENTS OF EACH OF THEM FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, LOSSES, EXPENSES, LIABILITY OR DAMAGES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS), INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, INFRINGEMENT OF COPYRIGHT, PROPERTY DAMAGE OR PERSONAL INJURY OR DEATH, ARISING IN ANY WAY DIRECTLY OR INDIRECTLY IN CONNECTION WITH ANY AGREEMENT BETWEEN US AND THE RESELLER OR THE UNDERLYING CARRIER OR THE USE, MISUSE, FAILURE TO USE, OR INABILITY TO USE THE SERVICES OR ANY IDENTIFIER. THIS INDEMNITY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THIS PROVISION WILL SURVIVE THE TERMINATION OF ANY SERVICES PROVIDED TO YOU AND ANY RELATED AGREEMENT FOR SAME. YOU ACKNOWLEDGE THAT SUCH AGREEMENT IS ASSIGNABLE BY US.
  11. 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, the reseller or the underlying carrier regarding you, other than your name, address and listed telephone number, is confidential and may not be disclosed by us, the reseller or the underlying carrier to anyone other than: (a) you; (b) the underlying carrier or the reseller; (c) a person who, in our reasonable judgement or that of the underlying carrier or the reseller, is seeking the information as your agent; (d) another telecommunications carrier, telephone company 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, the reseller or the underlying carrier in the collection of your account, or to perform other administrative functions for us, the reseller or the underlying carrier, 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: (i) written consent; (ii) oral confirmation by an independent third party; (iii) electronic confirmation through the use of a toll-free number; (iv) electronic confirmation via the internet; (v) oral consent, where an audio recording of the consent is retained by us; or (vi) consent through other methods, as long as an objective documented record of customer consent is created by us or by an independent third party.
  12. 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 and the underlying carrier 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; (b) damages arising out of your act, default, neglect or omission in the use or operation of equipment provided by us; (c) 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 (d) 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. Furthermore, except in cases where negligence on our part results in physical injury, death or damage to your property or premises, our and the underlying carrier’s 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 and the underlying carrier’s 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.
  13. 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.
  14. THE UNDERLYING CARRIER’S SERVICES DO NOT INCLUDE ANY VOICE SERVICES.
  15. 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.
  16. YOU MAY ONLY ROAM INCIDENTALLY TO YOUR USE OF THE SERVICES IN YOUR COUNTRY OF RESIDENCE. 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 OTHER TERRITORIES THAT 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. None of us, an underlying carrier or a reseller thereof makes any warranties or representations as to the availability or quality of roaming service provided by other wireless carriers, where available, and none of us, an underlying carrier or a reseller thereof shall have any liability whatsoever for any errors, outages, or failures of roaming services provided by other wireless carriers. You understand and acknowledge that the services may not be used for devices to be permanently deployed outside your country of residence.
  17. 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.
  18. You will only use the wireless communication services for customary purposes and in compliance with law, and will comply with any policies, rules or guidelines communicated to you by us, including safe driving and health and safety guidelines.
  19. You will not use the wireless communication services to operate an e-mail, web or news service (provided for greater certainty that the use of our tracking and fleet management solution does not constitute such a service), use the wireless communication services to transmit or send any annoying, inappropriate, improper, excessive, threatening or obscene material or to otherwise harass, offend, threaten, embarrass, distress or invade the privacy of any person; engage in any activity that could compromise the security of or disrupt or interfere with the wireless communication services or any network or computers on the Internet or disrupt or interfere with the services of any Internet access provider; reproduce, alter, adjust, repair or tamper with any signaling, identification (including the MIN, ESN, IMEI, IMSI, and other numbers) or transmission function or component of any device used with the wireless communication services, and will not permit anyone other than a person authorized by the underlying carrier to do so.
  20. The wireless communication services are provided on an “as is” and “as available” basis. Your use of the wireless communication services is at your sole risk.
  21. Both we and the underlying carrier are not responsible for and shall not have any liability to you for (a) libel, slander, defamation or the infringement of copyright arising from material or messages transmitted over our telecommunications network or that of the underlying carrier or recorded on our equipment or that of the underlying carrier; (b) damages arising out of your act, default, neglect or omission in the use or operation of equipment activated on our telecommunications networks or those of the underlying carrier; (c) damages arising out of the transmission of material or messages over our telecommunications network that of underlying carrier on your behalf which is in any way unlawful; or (d) any act, omission or negligence of other companies or telecommunications systems in relation to the provision of the wireless communication services when the facilities of such other companies or telecommunications systems are used in establishing connections to or from facilities and equipment controlled by you.
  22. When roaming outside of the underlying carrier’s coverage area, you are responsible for all applicable charges, and are subject to the terms and conditions of service (including limitations of liability) imposed by the wireless service provider providing the roaming services. Charges for roaming calls may be billed in the months after the calls were made.
  23. You will indemnify us and the underlying carrier against all manner of actions, claims, damages, liabilities and judgments (including legal fees and courts costs) (collectively, “Claims”) sustained by or made against us or the underlying carrier by a third party in connection with the use of our fleet tracking and management solution or the wireless communication services by you or any other person including any Claims sustained by or made against us or the underlying carrier arising out of or in connection in any way with your inability or the inability of any other person to use the wireless communication services or any failure or interruption of the wireless communication services.
  24. As a condition of your use of any HSPA wireless communication services provided by Telus or any of its affiliates, you represent, warrant and covenant that: (a) your billing address is and will remain in Canada; (b) your billing address is not outside of Telus’ wireless service area in or around Winnipeg in the province of Manitoba (as documented at http://www.telusmobility.com/en/MB/hspa/canada3gmaps.shtml as such webpage may change or move from time to time); (c) you are not a wireless operating company and do not, directly or indirectly, own all or part of a wireless operating company, which includes, but is not limited to, any person or entity in the business of operating and offering PCS, cellular communication, iDen, GSM, CDMA, HSPA, LTE, WiMax or satellite networks; and (d) you are not person or entity that, in the reasonable opinion of Telus, will, directly or indirectly, re-sell such wireless communication services.
  25. You must read all collateral materials concerning service and use of the equipment, including, without limitation, any welcome guide, plan brochures, coverage maps, and materials related to equipment and accessories and any additional printed materials and consumer information specified by the underlying carrier from time to time, including any acceptable use policy, which may be found at the underlying carrier’s website. Use of the service is subject to restrictions and prohibitions described in the foregoing. The underlying carrier may revise any of the foregoing at any time without notice. You must provide your place of primary use ("PPU") when ordering service in connection herewith, which must be your residential or business street address and which must be within the underlying carrier’s service area.
  26. The underlying carrier collects information about the approximate location of equipment in relation to its cell towers and the Global Positioning System (“GPS”). The underlying carrier uses that information, as well as other usage and performance information also obtained from its network and the equipment, to provide the services and to maintain and improve its network and the quality of the wireless experience. The underlying carrier may also use location information to create aggregate data from which your personally identifiable information has been removed or obscured. Such aggregate data may be used for a variety of purposes such as scientific and marketing research and services such as vehicle traffic volume monitoring. You understand and agree that the underlying carrier may collect and use location information from your equipment. The equipment may also capable of purchasing and using optional goods, content and services offered by the underlying carrier or third parties that make use of the equipment’s location information ("Location-Based Services"). It is your responsibility to read the information and the associated privacy policy for each Location-Based Service to learn how the location information will be used and protected. You may refer to the underlying privacy policy at the underlying carrier’s website for additional details.
  27. You acknowledge that you are acquiring the services as a part of the Services for your use only and not for the purposes of re-licensing, resale, or redistribution without integration with other products and/or services. You must not resell the wireless communication services (either as part of our fleet management and tracking solution or otherwise).
  28. 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.
  29. If our agreement with an underlying carrier or a reseller thereof is terminated, you may be able to continue the provision of services, provided however that such continued provision may be subject to such underlying carrier’s or reseller’s then-current terms and conditions.
  30. The underlying carrier and/or its reseller is a third party beneficiary of these terms, and may take any equitable or legal action required to enforce same.
  31. 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.

B.         Internet Bandwidth Services - Acceptable Use Policy

  1. With respect to any Internet Bandwidth Services, you shall not use and shall not permit such Internet Bandwidth Services or any related Services to be used, including any use by your employees, agents, representatives, clients, contractors, end-users and any third parties who use or access such Services (collectively, “Users”), in any manner which: (i) could cause loss or degradation of our service or our service providers’ service to any of other of our or their customers or Internet users; (ii) could compromise the security or integrity of others’ computer systems or software; (iii) creates, collects, transmits, stores or exchanges any material in violation of any applicable laws; or (iv) would be reasonably expected to constitute grounds for our or our service providers’ exposure to civil or criminal liability.
  2. The acts and omissions of Users shall be deemed to be your acts and omissions for the purposes hereof (including for purposes of liability) and you shall be held directly accountable for any actual or attempted contravention of this Acceptable Use Policy (“AUP”) by any User. If we or our service providers detect or becomes aware of any use of any Internet Bandwidth Services in contravention of this AUP, we and our service providers will favour responses that address the breach while minimizing any disruption of the Internet Bandwidth Services or other Services. For example, if the contravention is ongoing and the contravention puts the ongoing operation of our or our service providers’ data centres or the provision of Services to our or our service providers’ other customers in jeopardy, or exposes us or our service providers to civil or criminal liability, we or our service providers may suspend the Internet Bandwidth Services and any related Services and inform you of the suspension. If the contravention does not put the ongoing operation of us or our service providers’ data centres or the provision of Services to us or our service providers’ other customers in jeopardy or expose us or our service providers to civil or criminal liability, we will inform you of the contravention. Once informed of any such contravention, you will take reasonable steps to promptly stop any ongoing contravention and mitigate the effect of the contravention.
  3. We and our service providers reserve the right to change this AUP from time to time and will notify you by posting a revised copy of the AUP at our website or by such other method of communication as we or our service providers determine appropriate.

C.        Posted Speed Limit Data - End-User Terms

The posted speed limit data (“Data”) is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and Geotab Inc. (“Geotab”, “we” or “us”) and our licensors (including their licensors and suppliers) on the other hand.

© 20XX NAVTEQ. All rights reserved.

The Data for areas of Canada includes information taken with permission from Canadian authorities, including: © Her Majesty the Queen in Right of Canada, © Queen's Printer for Ontario, © Canada Post Corporation, GeoBase®.

NAVTEQ holds a non-exclusive license from the United States Postal Service® to publish and sell ZIP+4® information.

©United States Postal Service® 20XX. Prices are not established, controlled or approved by the United States Postal Service®. The following trademarks and registrations are owned by the USPS: United States Postal Service, USPS, and ZIP+4.

Terms and Conditions

Internal Business Use Only. You agree to use this Data together with our Products and Services for the internal business purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for your internal business use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble, create any derivative works of, or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

Restrictions. Except where you have been specifically licensed to do so by us, and without limiting the preceding paragraph, you may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.

Warning. The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.

No Warranty. This Data is provided to you “as is,” and you agree to use it at your own risk. We and our licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.

Disclaimer of Warranty: WE AND OUR LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.

Disclaimer of Liability: WE AND OUR LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE DATA; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE DATA, ANY DEFECT IN THE DATA, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF WE OR OUR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

Export Control. You agree not to export from anywhere any part of the Data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

Entire Agreement. These terms and conditions constitute the entire agreement between us (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between you and us with respect to such subject matter.

Governing Law. The above terms and conditions shall be governed by the laws of the State of Illinois, without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the State of Illinois for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.

Government End Users. If the Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, this Data is a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101, is licensed in accordance with these End-User Terms, and each copy of Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following “Notice of Use,” and shall be treated in accordance with such Notice:

Navteq notice of use

If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify NAVTEQ prior to seeking additional or alternative rights in the Data.

D.        MAPPING TERMS.

You acknowledge that your use of Third Party Products providing mapping information is subject to the terms and conditions of the mapping information, and it is your responsibility to review and comply with such terms.  Without limiting the generality of the foregoing, you understand and acknowledge that map and related data or services provided by or through: (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, 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.

As a condition of your use of Google maps and their functionality and information, you have to (1) grant a license to your data to enable Google to provide the map service and treat your data in accordance with the Google “Privacy Policy” (set forth at the following URL: http://www.google.com/privacy/privacy-policy.html (or other URL as may be provided by Google), (2) refrain from using the Google maps for High Risk Activities (defined as uses like the operation of emergency services, nuclear facilities, air traffic control or life support systems, where the use or failure of the Google services could lead to death, personal injury, or environmental damage), (3) comply with Google’s “Acceptable Use Policy” or “AUP” available at http://www.google.com/enterprise/earthmaps/legal/us/maps_AUP.html (or other URL as may be provided by Google), (4) acknowledge Google’s “Documentation” (i.e., the Google proprietary documentation in the form generally made available by Google at the following URL: http://code.google.com/apis/maps/documentation/premier/guide.html (or other URL as may be provided by Google), (5) comply with “Export Control Laws” (defined as all applicable export and re-export control laws and regulations, including the Export Administration Regulations - “EAR” - maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations - “ITAR” - maintained by the Department of State, (6) accept Google’s “Legal Notices” (defined as the legal notices set forth at the following URL, or other URL as may be updated by Google, www.maps.google.com/help/legalnotices_maps.html, (7) accept Google’s “Maps Terms” (defined as the terms for Google Maps set forth at the following URL, http://maps.google.com/help/terms_maps.html, or other URL as may be provided by Google), (8) accept and comply with Google’s “Service Level Agreement” or “SLA” means the Google Maps Service Level Agreement available at the following URL: http://www.google.com/enterprise/earthmaps/legal/us/maps_sla.html, or other URL as may be provided by Google, (9) keep your primary place of business in one of the countries listed at the following URL: http://www.google.com/enterprise/earthmaps/legal/us/maps_territory.html (or other URL as may be provided by Google), (10) refrain from using Google maps in the “Prohibited Territory” (defined by Google as the countries listed at the following URL: http://www.google.com/enterprise/earthmaps/legal/us/maps_integrator_territory.html, or other URL as may be provided by Google), (10) comply with Google’s “Trademark Guidelines” means Google’s Guidelines for Third Party Use of Google Brand Features, located at the following URL: http://www.google.com/permissions/guidelines.html (or other URL as may be provided by Google), and (11) consent - and obtain the consent of every driver and other person whose location can be determined with the Geotab and Google services - that Geotab will obtain and cache location data, noting that such consent is revocable and that without such consent, services cannot be provided or not with the same functionality. It is your responsibility to review, determine applicability and comply with the terms required by Google to check for updates and changed URLs. At your request, Geotab will make commercially reasonable efforts to find currently applicable URLs and Google terms for you or refer you to Google.

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