“Drivosity Platform” means Drivosity’s proprietary hardware and software platform that allows businesses to track driving habits, vehicle locations, and delivery and productivity metrics, including with limitation modules such as DrivosityCORE, DrivosityEDGE, and DrivosityGO.

“Order Form” means an order form or equivalent document that references this Agreement, identifies the Products and/or Services purchased by Customer, and sets forth prices and other applicable terms and conditions.

“Products” means hardware and other products purchased by Customer as set forth in an Order Form.

“Professional Services” means the configuration and implementation of and support for the Subscription Services, and training or installation services to be provided by Drivosity as set forth herein and an Order Form.

“Services” means the Subscription Services and/or any Professional Services provided by Drivosity under this Agreement pursuant to an applicable Order Form.

“Subscription Services” means the modules of the Drivosity Platform identified on the applicable Order Form subscribed to by Customer hereunder, along with any software made available by Drivosity in connection with such modules, including mobile applications, software development kits, and application programming interfaces as specified in an Order Form.

Subject to the terms of this Agreement, Drivosity hereby grants Customer a limited, revocable, non-exclusive, non-sublicensable, and non-transferrable (except as permitted in Section 19) license to: (a) have access to and use the Subscription Services solely for Customer’s internal business purposes and for the number of store locations set forth in the Order Form (the “Locations”); and (b) use the user guides for the Subscription Services provided by Drivosity solely for Customer’s use of the Subscription Services.

As between Customer and Drivosity, Drivosity or its providers, affiliates or licensors own and reserve all right, title, and interest in and to the Subscription Services. This Agreement does not grant Customer any rights in or to the Subscription Services or any of its components except for the limited rights to use the Subscription Services expressly granted by this Agreement.

Drivosity may change or remove features or functionality of the Subscription Services at any time (including the Subscription Services as a whole). Drivosity will provide support for the Subscription Services that Drivosity generally provides to other users of the Subscription Services without charge, unless additional support services are set forth in an Order Form.

To access the Subscription Services, Customer must have an account with Drivosity. The account must be associated with a valid email address and billing information. When purchasing Products or Subscription Services, Customer represents and warrants that all registration information that Customer provides is true, complete, and accurate, and Customer agrees to keep its registration information current.

Customer will meet and maintain all computer, hardware, software, internet connection, and/or other technical specifications required to access and use the Products and the Subscription Services. In addition to Customer’s other obligations under this Agreement, Customer agrees to: (i) comply with all applicable laws, rules, and regulations in connection with the use of the Products and the Subscription Services, including without limitation all laws, rules, and regulations affecting GPS tracking of personnel; (ii) maintain and comply with a privacy policy that is consistent with industry privacy and security standards and all applicable legal requirements; (iii) obtain all applicable third party consents for Customer’s use of the Products and the Subscription Services, including without limitation consents from Customer’s personnel regarding Drivosity’s receipt and disclosure of location and personal information; (iv) not use the Products or the Subscription Services fraudulently or for an illegal or improper purpose; (v) promptly report to Drivosity any suspected improper use of the Products or Subscription Services; (vi) only use the Products (if any) in conjunction with the Subscription Services; and (vii) not take any actions that may affect the operation of the Products and the Subscription Services, including tampering with a Product, pointing a Product at a server that Drivosity did not authorize, or attempting to assist or assisting another to do any of these things.

Customer may manage its account to permit its personnel at the Location to use the Subscription Services, subject to the terms of this Agreement. Customer is responsible for creating user ID’s and granting and revoking rights to such personnel. Customer will: (a) ensure each of Customer’s personnel uses a unique user ID when using the Subscription Services; (b) train all of Customer’s personnel in the requirements of this Agreement and the Policies relating to their access to and use of the Subscription Services, and ensure that they comply with such requirements; and (c) immediately revoke a person’s access to the Subscription Services upon their termination, or of Customer’s withdrawal of authorization for any such person to access the Subscription Services. Customer agrees that Drivosity’s responsibilities do not extend to Customer’s internal management or administration of the Subscription Services for Customer’s personnel.

CUSTOMER IS RESPONSIBLE FOR ALL USE, ACTIVITIES, AND CHARGES ASSOCIATED WITH OR ARISING FROM ANY USE OF CUSTOMER’S ACCOUNT, REGARDLESS OF WHETHER CUSTOMER AUTHORIZED SUCH USE, ACTIVITIES, OR CHARGES. DRIVOSITY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO CUSTOMER’S ACCOUNT. Customer must contact Drivosity immediately if Customer believes an unauthorized third party may be using Customer’s account or if Customer’s account information is lost or stolen. Customer will be deemed to have taken any action that occurs under its account. Customer agrees to keep its password secret and not share it with anyone except as expressly allowed under this Agreement. CUSTOMER’S SUBSCRIPTION IS FOR CUSTOMER’S USE ONLY AT THE LOCATIONS SPECIFIED IN THE ORDER FORM. CUSTOMER SHALL NOT SHARE CUSTOMER’S SUBSCRIPTION WITH ANY OTHER INDIVIDUAL, LOCATION, OR ENTITY OR SELL, TRANSFER OR SUBLICENSE CUSTOMER’S SUBSCRIPTION.

Customer’s use of the Subscription Services is subject to the website Terms of Use currently referenced at https://drivosity.com/terms-of-use and the Privacy Policy currently referenced at https://drivosity.com/privacy-policy, as each may be updated from time to time, and any other policy or terms for access to and use of the Subscription Services, as updated from time to time and as provided to Customer or posted on Drivosity’s web site (collectively, the “Policies”). By executing this Agreement, Customer acknowledge receipt of Drivosity’s Privacy Policy.

Customer will pay Drivosity the applicable fees and charges for the Products and Services as described in the Order Form using one of the payment methods Drivosity support. Unless set forth otherwise in an Order Form, payments for Products are due in full at the time of ordering and fees for Subscription Services shall be paid in advance on a monthly basis based upon the number of Products that are active as of the first day of the then-current month. Payment obligations are noncancelable, and fees paid for the Products and the Services are non-refundable. Drivosity may increase fees for any Services at Customer’s next renewal term for the Services after Drivosity provides Customer with at least forty five (45) days’ notice of such fee changes.

If any Services fees are not received by Drivosity by the due date or if any payments Customer has made to Drivosity are reversed or charged back, Drivosity may suspend all Services until Customer has made alternative payment arrangements satisfactory to Drivosity. Any reversed or charged back payments, until paid in full, shall bear interest at a rate of 1.5% per month (or the highest rate permitted by law, if less) from the reversal/chargeback date until paid. Customer must promptly notify Drivosity if any information related to Customer’s payment method changes or is no longer valid. Absent such notification, Drivosity will assume that all of the information related to Customer’s payment method remains valid and will submit to the appropriate financial institution or card processor all information that it requires for approval, both when Customer initially subscribes and, if applicable, upon the commencement of any renewal of that subscription. Customer agrees to pay all costs (including attorneys' fees) incurred by Drivosity in collecting any unpaid amounts from Customer.

Customer is responsible for any taxes, and Customer will pay Drivosity for the Products and Services without any reduction for taxes. If Drivosity is obligated to collect or pay taxes, the taxes will be invoiced to Customer, unless Customer provides Drivosity with a valid tax exemption certificate authorized by the appropriate taxing authority.

This Agreement will commence on the Effective Date and will continue in effect until expiration of all Order Forms under this Agreement or the Agreement is otherwise terminated in accordance with Section 6.3 below. The term of each Order Form for the Subscription Services shall be set forth on the Order Form. Unless otherwise expressly set forth in the applicable Order Form, each Order Form for the Subscription Services shall automatically renew for additional terms of one (1) year each unless either party notifies the other party in writing at least thirty (30) days prior to the then-current expiration date that it has elected not to renew such Order Form.

Drivosity may suspend Customer’s right to access or use any portion or all of the Subscription Services immediately upon notice to Customer if Drivosity determines: (a) Customer’s use of or registration for the Subscription Services may subject Drivosity, Drivosity’s affiliates, or any third party to liability or may adversely impact the Subscription Services or the systems or content of any other Drivosity customer; (b) Customer is in breach of this Agreement, including if Customer is delinquent on Customer’s payment obligations for more than fifteen (15) days; or (c) Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer’s assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. If Drivosity suspends Customer’s right to access or use any portion or all of the Subscription Services, Customer remains responsible for all fees Customer has incurred through the date of suspension and for any applicable fees for any Subscription Services to which Customer continues to have access. Drivosity’s right to suspend Customer’s right to access or use the Subscription Services is in addition to Drivosity’s right to terminate this Agreement pursuant to Section 6.3.

In addition to any other termination rights specified elsewhere in this Agreement, a party may terminate this Agreement if such party provides written notice of a breach of this Agreement to the other party and the breaching party fails to cure the breach within fifteen (15) days after written notice of the breach is provided, or in the case of non-payment by Customer, within five (5) days after Drivosity provides Customer with written notice of non-payment. In the event Customer terminates this Agreement before the expiration of the then-current term without cause, Customer will be in breach of this Agreement and Customer agrees to pay Drivosity an early termination fee equal to the unpaid portion of the total fees under the applicable Order Form for the then-current term (the “Early Termination Fee”). The Early Termination Fee owed by Customer shall be due and payable upon delivery of Customer’s notice of such termination. The parties agree that the Early Termination Fee is payable as liquidated damages and not a penalty and is intended to be a reasonable calculation of the approximate amount of damages that Drivosity would suffer under the circumstances. Drivosity may also terminate this Agreement immediately, without notice or liability, if Drivosity determines in its sole discretion that: (i) Customer’s use of, or access to, the Subscription Services violates any applicable law, rule or regulation or otherwise inhibits any other user from using or accessing the Subscription Services; (ii) the reasons for suspension in Section 6.2 will not be cured; (iii) Drivosity’s relationship with a third party partner who provides software, content, data, or other technology Drivosity uses to provide the Subscription Services expires, terminates or requires Drivosity to change the way it provides part of the Subscription Services; (iv) the Products or Services could create a substantial economic or technical burden or material security risk for Drivosity; or (v) Drivosity’s provision of any of the Products or Services to Customer has become impractical or unfeasible for any legal or regulatory reason.

Upon termination of this Agreement, Customer’s right to use the Subscription Services terminates and Customer remains responsible for all fees Customer has incurred through the date of termination. Drivosity has no obligation to refund to Customer any prepaid fees. Customer may retain the Products following the termination of this Agreement, but Customer will no longer have a right to use the Subscription Services or Drivosity’s software included in, or used with, the Products.