Terms and Conditions for Business Center (Fleet)

THESE DRIVESYNC BUSINESS CENTER WEB PORTAL TERMS AND CONDITIONS ("AGREEMENT") ARE A LEGAL AGREEMENT BETWEEN IMS (part of Trak Global Group). ("IMS," "WE," OR "US") AND THE AUTHORIZED USER REGISTERING TO ACCESS AND USE THIS DRIVESYNC BUSINESS CENTER WEB PORTAL ("YOU" OR "YOUR").

BY SELECTING "I AGREE" YOU ARE DEEMED TO HAVE READ AND ARE INDICATING YOUR ACCEPTANCE OF, AND YOU AGREE TO BE BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT WHICH SHALL GOVERN YOUR ACCESS AND USE OF THE DRIVESYNC BUSINESS CENTER WEB PORTAL (THE "WEB PORTAL").

IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU WILL NOT BE PERMITTED TO ACCESS AND USE THE WEB PORTAL.

In consideration of the access granted to YOU to use the Web Portal and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, YOU agree with US as follows:

1. Use of the Portal

IMS hereby grants YOU a limited, non-exclusive, personal, non-transferable, non-sublicensable, and revocable right to: (a) access the Portal via the Internet for the purpose of receiving Portal services; (b) download reports from the Portal for YOUR use; and (c) access, view and print any information and documentation, including the Portal documentation, made available on the Portal for YOUR personal, non- commercial, and informational use only to assist YOU in the access and use of the Portal.

IMS reserves the right to change, modify, suspend or discontinue the Portal and any or all of the Portal services at any time or terminate YOUR access to the Portal immediately in the event of YOUR fraudulent or abusive use of the Portal or Portal services or as necessary and on a temporary or permanent basis to protect the Portal or Portal services from substantial harm due to computer viruses, worms, Trojan horses, or other malicious software programs or code. IMS shall not have any liability of any kind or any nature whatsoever to YOU solely by reason of any change, modification, suspension or discontinuance of the Portal or any or all of the Portal services in accordance with its terms.

The Portal services are subject to any limitations specified in the Portal documentation or on the Portal from time to time. YOU agree to comply with all applicable laws in using the Portal services.

2. Ownership

All right, title and interest (including all intellectual property and other proprietary rights and interests) in and to the Portal and all technology, software, content, information, data, documentation and materials forming part of or contained on or available through or from the Portal is the sole and exclusive property of IMS or its licensors. Nothing in the Agreement shall, or shall be deemed or construed to, assign, transfer or convey to YOU any title, rights or interest in or to any technology, data, information, documentation or intellectual property.

U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND. The Portal and all technology, software, content, information, data, documentation and materials is commercial in nature and developed solely at private expense. Use, duplication, or disclosure by or on behalf of the U.S. Government or organizations funded in part or wholly by the U.S. Government is subject to limited or restricted rights as set forth in subparagraph (c) (1) and (2) of the Commercial Computer Software - Restricted Rights clause in FAR 52.227-19 (Jun 1987) (commercial computer software clause for civilian agencies), in DFARS 252.227- 7015 (Nov 1995) or in FAR 52.227-14 Alternates I, II, and III (JUN 1987) (civilian agency technical data and noncommercial computer software clause) as applicable. In case of conflict between any of the FAR and DFARS provisions listed herein and this license, the combination of clauses that results in the greatest limitations on the Governments rights shall be used. Developer is IMS (part of Trak Global Group). 435 King St. North, Waterloo ON Canada N2J 2Z5, or its third party licensors. For purpose of any public disclosure provision under any federal, state or local law, it is agreed that the Portal and all technology, software, content, information, data, documentation and materials are a trade secret and a proprietary commercial product and not subject to disclosure.

YOU shall not provide the data to the U.S. Government or its contractors absent IMSs prior written consent, and in the event such consent is provided by IMS, shall not provide the data without: (a) identifying and licensing the data in all proposals and agreements with the United States Government or any contractor therefore; and (b) legend or mark the data provided pursuant to any agreement with the U.S. Government or any contractor therefore in a form sufficient to obtain for IMS and its suppliers the protection intended by the U.S. Government Restricted Rights Legend.

3. Portal Use Restrictions

YOU agree that when using the Portal YOU will not: (a) knowingly post or transmit any files which contain viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties; (b) post or transmit data or content which violates or infringes any third party rights or is injurious to a third party or defames, libels or disparages any third party; (c) except as expressly permitted by the Agreement, provide, disclose, sublicense, distribute, transfer, assign or otherwise permit any third party to access, use, read or otherwise gain access to the Portal; (d) use or attempt to use the Portal in conjunction with any product or device that has not been approved by IMS; (e) use the Portal to act as a "service bureau" to provide the benefit of the use of the Portal services to or for any other person (provided that the foregoing restriction shall not be construed to prohibit the use of the Portal as permitted hereunder in the management of multiple vehicles); (f) to the maximum extent permitted to be restricted by applicable law, reverse engineer, decompile, disassemble, or otherwise in any manner deconstruct all or any part of the Portal or any software or technology forming part thereof; (g) copy, republish or redistribute any part of the Portal (including by caching, framing or similar means) unless you have the prior written consent of IMS; or (h) post or transmit data or content which would be considered a criminal offence, give rise to civil liability, or would otherwise violate the law. YOU may not use any spider, robot or other automated or electronic agent to monitor or copy web pages or any content from the Portal or for any other purpose in connection with YOUR access to and use of the Portal. YOU shall not take any action or use any program or device that may result in or is intended to interfere with the operation and functioning of the Portal or to shut down, overload or overwhelm the Portal.

4. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL IMS OR ITS LICENSORS OR THE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD-PARTY CONTRACTORS AND SUPPLIERS OF IMS OR ITS LICENSORS (COLLECTIVELY THE "IMS PARTIES") BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER THAT IS SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF (OR THE INABILITY TO USE) THE PORTAL OR THE PROVISION OF THE PORTAL SERVICES (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE).

IN NO EVENT WHATSOEVER SHALL IMS, ITS LICENSORS, OR ANY OF THE IMS PARTIES BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT IS SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF PORTAL OR THE PROVISION OF THE PORTAL SERVICES (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE PORTAL OR THE USE OF, OR RELIANCE ON, ANY PORTAL REPORTS OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE PORTAL OR PORTAL SERVICES, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF SERVICES OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE OR PROFIT OR ANY OTHER ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF THE IMS, ITS LICENSORS, THE IMS PARTIES, OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.

5. Limitations on Use

YOU agree that the product and Portal services (including any driving data) are not intended to be used for (and that YOU will not use same for) safety of life applications or for any other application in which the use of or inability to use or the accuracy or completeness or reliability of the product, the Portal services and any Portal reports could create a situation where personal injury or death may occur.

6. Trade-marks

All product, brand and company names and logos and trade-marks displayed on the Portal or used in connection with the Portal services (including without limitation the DriveSync trade mark) are the trade- marks of IMS (or its suppliers or third party licensors). Any use of any of the marks appearing on the Portal or in connection with the Portal services without the express written consent of the owner of such mark, as appropriate, is strictly prohibited.

7. Links

IMS may from time to time include links on the Portal to other portals or web sites or resources, including those operated by parties other than IMS. These links are provided for YOUR convenience and IMS is not responsible for the availability of such portals, web sites or resources and does not endorse or accept responsibility for the content of such external portals, web sites or resources and has no responsibility for or control over the privacy policy (if any) of the operators of such external websites. YOUR access, use and viewing of any third party sites is conducted at YOUR own risk. YOU are strongly advised to check the terms and conditions of use and the privacy policies of these external portals or web sites before entering or using them.

8. Conformance with Law

In addition to complying with this Agreement, YOU agree to use the Portal and Portal services for lawful purposes only and in a manner consistent with all applicable local, national or international laws and regulations, including all privacy and personal information laws. The Portal and any Portal reports shall not be used where, and to any extent, such use is prohibited by law. YOUR use of the Portal from any location is subject to YOUR compliance with all applicable laws and regulations that may be applicable to YOU. YOU agree and confirm that YOUR use of the Portal is in full compliance with the laws of the jurisdiction(s) to which YOU are subject, that YOU are not prohibited from using the Portal due to any restriction whatsoever, and that YOU have obtained all necessary consents and approvals required or reasonably necessary.

9. Third Party Data Terms

Mapbox. By accessing or using the Portal, YOU agree that YOU will not: (a) use the Mapbox services in any manner that could damage or overburden the Mapbox services or interfere with any other partys use of the Mapbox services; or (b) do anything prohibited under sections 29 or 30 (Unlawful or unauthorized uses) of the Mapbox Terms of Service.

Support Tool. By accessing or using the Portal, YOU agree to be bound by the terms (including any conditions or restrictions with respect to use of, or access to, the Support Tool) as amended by Atlassian from time to time.

10. Termination of Agreement

The effective date of this Agreement is the date on which YOU have accepted the Agreement in accordance with the procedures set out herein. This Agreement is effective until terminated by YOU or IMS, with or without cause, or until such time as YOU cease to use the Portal and Portal services. IMS may terminate this Agreement at any time if YOU fail to comply with any provision of this Agreement.

11. Miscellaneous

This Agreement shall be exclusively governed by, construed and interpreted in accordance with the laws of Delaware. The parties irrevocably attorn to the non-exclusive jurisdiction of the Courts of Delaware in respect of all matters and disputes arising hereunder. No delay or omission by either party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers must be in writing and signed by an authorized representative of the party waiving its rights. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of this Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the extent granted by law. This Agreement shall be binding upon and shall ensure to the benefit of and be enforceable by each of the parties, their respective successors and permitted assigns. YOU may not assign all or any part of this Agreement. IMS may assign this Agreement without YOUR consent at any time. IMS may revise the Agreement at any time by posting the amended Agreement on the Portal. The next time YOU log into the Portal IMS will notify YOU of the amended Agreement, provide YOU with the opportunity to review the amended Agreement, and require that YOU accept the revised Agreement prior to being permitted to access and use the Portal and Portal services. YOUR agreement to the amended Agreement shall become effective at the time YOU indicate YOUR agreement to IMS or continue to use the Portal or Portal services. Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.