TELEMATICS

ADDITIONAL TERMS AND CONDITIONS

These Telematics Additional Terms and Conditions supplement the Cox Automotive Master Subscription Terms
(the “Master Subscription Terms”), which are located at: https://www.coxautoinc.com/wp-content/uploads/sites/3/Cox-Master-Subscription-Terms.pdf.

Capitalized terms used, but not otherwise defined, herein shall have the meanings given to them in the Master Service Terms. For the purposes of these Additional Terms, “Cox Automotive Mobility Solutions, Inc.” an Affiliate of Cox Automotive, Inc. shall be considered “CAI” and any reference to “CAM” shall be deemed a reference to CAI for the purposes of the Master Subscription Terms.

Product Descriptions:  The Telematics Services is a Cox Product which enhances Customer’s experience managing the Customer’s fleet efficiently and effectively by providing certain connected vehicle data collected from the Connected Vehicle utilizing CAM provided Hardware or Customer provided Hardware.  The Telematics Services are described in more detail on the applicable Order Form. The specific Cox Products will be as set forth in the applicable ordering document.  

Additional Terms and Conditions:

1. Definitions.
   (a) “Service Agreement” refers to any other agreements between Customer and CAM, a CAM Affiliate or a Third Party for any Additional Fleet Services including but not limited to device installation for the Telematics Services.
   
   (b)“Connected Vehicles” means a vehicle in a connected state enabled by (i) Hardware installed in the vehicle or by tapping into the embedded modem installed by manufacture through OEM data sharing agreement
   
   (c)“Telematics Services” A Cox Product that to the manipulates the Raw Vehicle Data to provide Transformed Vehicle Data and other adjacent information and services to power Customer’s fleets and fleet vehicles. 
   
   (d)“Raw Vehicle Data” means the data transmitted directly form the Connected Vehicles to CAM, either via Hardware or through an OEM data sharing agreement. 
   
   (e)“Transformed Vehicle Data” means the Raw Vehicle Data as modified and enhanced by CAM and provided to Customer.
    
   
2. General Customer Representations.
   (a) Customer is the owner and/or licensee of all Connected Vehicles subject to these Terms and Customer has all necessary rights and licenses to permit CAM to provide the Telematics Services for Customer’s Connected Vehicles.
   
   b) Customer has secured or shall secure all necessary consent, properly document such consent which it shall produce upon request, in compliance with Law, including all privacy and data protection laws and regulations in all applicable jurisdictions.
   
   
3. Telematics Hardware. In accordance with the terms of the Agreement, CAM may provide Customer certain hardware products, including but not limited to OBD-II devices (“Hardware”) as set forth in an applicable Order Form. The Hardware may either be (i) leased to Customer from CAM for the Term of this Agreement (“Leased Hardware”); or (ii) purchased by Customer from CAM acting as a certified reseller for the manufacturer of the Hardware (the “Purchased Hardware”). The Term of the Hardware lease shall be set forth in the Order Form. Additionally, Customer may be permitted to provide Customer’s own Hardware devices for use within the Telematics Services. CAM shall have no responsibility or liability for the Customer supplied Hardware nor shall CAM have any obligation to modify or otherwise customize the Telematics Services are compatible with the same. For the purposes of this Agreement, “Hardware” shall refer to Leased Hardware and/or Purchased Hardware but not any hardware or device provided to Customer by a Third Party.
   
   
4. Return Upon Termination. In the event of the termination of the Agreement and/or any applicable Order Form, Customer shall immediately cease all use of the Leased Hardware and return all portions of the Leased Hardware at the Customer’s expense (unless otherwise agreed upon by the parties in writing). If Customer fails to return the Leased Hardware to CAM within fifteen (15) days after any such termination, CAM is authorized to charge Customer the fair market value for each unit of the Leased Hardware supplied to Customer for purposes of this agreement.
   
   
5. Warranties and Disclaimers. Warranties for the Purchased Hardware shall be limited to the warranty provided to CAM by the manufacturer of the Leased Hardware. WITHOUT LIMITING THE DISCLAIMERS SET FORTH IN THE MASTER SUBSCRIPTION TERMS, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CAM PROVIDED HARDWARE IS PROVIDED AS-IS EXCEPT OTHERWISE EXPRESSLY SET FORTH HEREIN. CAM DISCLAIMS ALL RESPONSIBILITY FOR, AND CUSTOMER HEREBY HOLDS CAM HARMLESS FROM, ANY CLAIMS, DAMAGES OR LIABILITY ARISING FROM ANY MALFUNCTION, ERROR, MISUSE OR OTHER PROBLEM WITH ANY SUCH HARDWARE AND ANY ASSOCIATED LOSSES INCURRED BY CUSTOMER AS A RESULT THEREOF.
   
   
6. Customer’s Hardware Acknowledgements and Obligations. Customer acknowledges and agrees the following related to the Hardware:
   (a) Customer has: (i) examined the Hardware and found it suitable for Customer’s needs; (ii) relied solely upon Customer’s own judgment and inspection in determining that the Hardware is of acceptable quality and fitness for purpose; (iii) satisfied itself that installation and use of the Hardware does and will not interfere or in any other manner affect any vehicle systems beyond limits acceptable to Customer; and (iv) satisfied itself that installation and use of the Hardware does and will not void or in any other manner affect any manufacturer or other applicable vehicle warranty.
   
   (b) Customer will be solely responsible for the installation and maintenance of the Hardware and shall pay all fees related to the same. Provided however, CAM or an Affiliate may provide such services under a separate Service Agreement.
   
   (c) Customer acknowledges and agrees that it is the Customer’s responsibility to secure and maintain all necessary and advisable insurance coverages related to the use of the Hardware, and Customer will not hold CAM responsible for any claims due to injury, loss or damage whatsoever or howsoever caused.
   
   (d) Customer’s Connected Vehicle must have a working electrical system, including adequate battery power to utilize the Hardware and Telematics Services. If Global Positioning System (GPS) satellite signals are not working or the signals are obstructed CAM may be unable to determine the Connected Vehicle’s precise location.
   
   (e) The Telematics Services may not function unless the Connected Vehicle is in an that area has wireless coverage, network capacity, and reception when the service is needed.
   
   (f) Customer shall use the Hardware in a professional, careful and proper manner in accordance with the documentation and industry standards, and in compliance with all applicable laws, ordinances or regulations, including applicable privacy, labor, road safety, and transportation laws.
   
   
7. Damage or Loss; Return Upon Termination. Customer is responsible for any Leased Hardware that is lost, damaged, or destroyed. Upon expiration or termination of these the Agreement, Customer shall promptly return all Leased Hardware to CAM at Customer’s expense. In the event of loss or irreparable damage to the Hardware, Customer’s liability for such loss or irreparable damage shall not exceed the Fair Market Value of the Leased Hardware.
   
   
8. Restrictions on Leased Hardware.
   (a) Customer shall not encumber, transfer, rent, donate, assign, or lease the Leased Hardware to any other third party.
   
   (b) Customer shall use the Leased Hardware with due care to prevent injury thereto, and to any person or property, and in conformity with all applicable Laws and with all requirements of the manufacturer with respect to the use, maintenance and operation of the Leased Hardware.
   
   (c) Customer shall not modify any Leased Hardware without the prior written consent of CAM.
   
   
9. OEM Data Agreements. Certain Connected Vehicles may be eligible for CAM to receive the Raw Vehicle Data directly from the Connected Vehicle’s OEM (“OEM Data”) through an internal modem within the Connected Vehicle. Availability for the OEM Data shall depend on the Connected Vehicle’s capabilities as well as the OEM’s willingness to provide the OEM Data. CAM shall have no obligation to provide any OEM Data and shall do so based upon availability. In the event that CAM receives the OEM Data, there may be additional terms and conditions CAM is required to pass through to Customer (the “OEM Terms”). The current applicable OEM Terms may be found at http:__. CAM reserves the right to add new OEMs and change the OEM Terms utilizing the link above. Customer shall be responsible for complying with all OEM Terms. Failure to comply with the OEM Terms shall be considered a material breach of the Agreement.
   
   
10. Consents for Vehicle Data Collection for Telematics Services.
    (a) Customer consents to the collection and use of Vehicle Data from any Connected Vehicle receiving the Telematics Services by CAM, any CAM Affiliate and as applicable, any OEM of the Connected Vehicle.
    
    (b) Customer shall notify and receive consent from each driver, operator, or any other person making use of a Connected Vehicle that the Telematics Services are installed in the Connected Vehicle and the Vehicle Data shall be shared with CAM as well as other Third Parties. It is Customer’s responsibility to obtain any additional consents that may be required under applicable Law. Customer is responsible for notifying CAM if any required consents are withdrawn so that CAM may stop providing the Telematics Services for such Connected Vehicle.
    
    (c) In the event Customer is utilizing the Telematics Services in Customer’s capacity as an employer, Customer will comply with all Laws related to consent from Customer’s employees and contractors including all applicable labor and employment Laws. All consents referenced under this Section 10 (b) and (c) shall be referred to as “Required Consents”.
    
    
11. Connectivity. The parties agree that certain software or SaaS programs, including but not limited to the CAM platform may be required for CAM to provide the Telematics Services. Customer agrees to maintain the required subscriptions and/or connectivity required by CAM to provide the Telematics Services.
    
    
12. Data Ownership. The Raw Vehicle Data shall be considered Customer Data and CAM shall have the rights conferred to it under the Master Subscription Terms, including but not limited to the right to utilize the Raw Vehicle Data to improve upon any CAM Products and for any reasonable business purpose. The Transformed Vehicle Data shall be considered CAM intellectual property and CAM shall have all rights, title and interest to the Transformed Data except for the licenses granted Customer herein through Customer’s use of the Telematics Services. All derivative learnings which do not include Raw Vehicle Data or Transformed Vehicle Data but have been derived from the collection, storage, use, transmission, or processing of either Transformed Vehicle Data or Raw Vehicle Data shall be owned by CAM.
    
    
13. Rights to Data. Customer grants CAM, its Affiliates and service providers the right to collect, use, store, transmit, process, and disclose in an aggregated manner (i.e., with data from other of CAM’s customers), during and after the “Term” (defined below), Customer Data and Transformed Vehicle Data, and other derivative learnings or residuals for CAM and Affiliates’ reasonable business purposes, including operating, maintaining, improving and enhancing Cox Products and the Cox environment (the “Permitted Use”); provided that such disclosures will not be made in a manner that identifies, or could be used to identify, Customer or otherwise associates Customer with such data. Use of the aggregated and anonymous Customer Data and Transformed Vehicle Data will be for any reasonable business purposes. Customer hereby grants to CAM and each of its Affiliates a limited, non-exclusive, revocable and non-transferable right and license during the applicable Term to access and use Customer Data and Transformed Vehicle Data for the Permitted Use.
    
    
14. Indemnification. In addition to the indemnification obligations contained in Section 9.2 of the Agreement, Customer agrees to indemnify and defend CAM, its Affiliates against any damages, losses, costs and expenses (including reasonable attorneys’ fees, court costs, settlement costs and awarded amounts) incurred in connection with any Third Party claim to the extent that such claim arises from (i) any Hardware provided by Customer to be used within the Telematics Services; (ii) Customer’s failure to get any Required Consents; and (iii) Customer’s breach of any OEM Terms.