These DriveStream ^™Terms of Use (“ Terms of Use ”) are a binding agreement between you (“ End User ” or “ you ”) and Catrak Technologies Inc. (“ Company ”). These Terms of Use govern your use of the DriveStream ^™mobile application (including all related documentation and services, the “ Application ”) owned and operated by Company, and their subsidiaries and affiliates. The Application is licensed, not sold, to you.

These Terms of Use include and incorporate by reference the following additional agreements and policies (the “ Incorporated Agreements ”), which govern your use of the Application:

·         Catrak Techologies, Inc. DriveStream ^™ Privacy Policy

·         Catrak Technologies, Inc. DriveStream ^™  Acceptable Use Policy

·         Catrak Techologies, Inc. Cookie Policy

BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE APPLICATION, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE AND INCORPORATED AGREEMENTS; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THESE TERMS OF USE AND INCORPORATED AGREEMENTS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEIR TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DELETE THE APPLICATION FROM YOUR MOBILE DEVICE IMMEDIATELY AND DO NOT INSTALL OR OTHERWISE USE THE APPLICATION.

1.                 License Grant . Subject to these Terms of Use, Company grants you a revocable, limited, non-exclusive, and nontransferable license to:

(a)               download, install, and use the Application for your personal, non-commercial use on a Mobile Device owned or otherwise controlled by you (“ Mobile Device ”) strictly in accordance with the Application’s documentation; and

(b)              access, download, and use on such Mobile Device the Content and Services (as defined in Section 6 ) made available in or otherwise accessible through the Application, strictly in accordance with these Terms of Use and the terms of use applicable to such Content and Services as set forth in Section 6 .

2.                 License Restrictions . You shall not:

(a)               copy the Application, except as expressly permitted by this license;

(b)              sublicensing or transferring any rights granted to you pursuant to Section 1 ;

(c)               modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

(d)              reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

(e)               remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

(f)               rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason;

(g)              remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

3.                 Reservation of Rights . You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under these Terms of Use, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Use. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, as applicable, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Use.

4.                 Privacy .

(a)               Privacy Policy & Compliance . By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Company’s privacy policy available to you for your review in the Application and at Company’s website ( https://catraktech.com/drivestream-privacy-policy/ ) (the “ Privacy Policy ”), and you recognize and agree that nothing in these Terms of Use restricts Company’s right to alter such Privacy Policy. If Company receives a “right to know,” deletion, “right to be forgotten,” or similar request related to you any text, images, photos, audio or video files, and other forms of data or communication transmitted by you or on your behalf to Company or its agents, Company may respond in accordance with applicable law. Nothing in these Terms of Use precludes Company from asserting rights or defenses it may have under applicable law related to such requests.

Use of Data and De-Identified Data . You acknowledge that when you install or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy. Company may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data (as defined below) in any way, in its sole discretion, including without limitation aggregated with data from other customers. “ De-Identified Data ” means information or other communication submitted by you or on your behalf to Company through the Application with the following removed: information that identifies or could reasonably be used to identify you, an individual person, or a household.

(b)              Risk of Exposure . YOU UNDERSTAND AND AGREE THAT SHARING CONTENT ONLINE INVOLVES RISKS OF UNAUTHORIZED DISCLOSURE OR EXPOSURE AND THAT, IN SUBMITTING YOUR CONTENT TO OR TRANSMITTING IT THROUGH THE SYSTEM, YOU ASSUME THOSE RISKS. Company offers no representation, warranty, or guarantee that your content will not be exposed or disclosed through the Application or through errors or the actions of third parties.

5.                 Your Responsibilities and Restrictions .

(a)               Acceptable Use . You agree to comply with the Company’s acceptable use policy currently posted at https://catraktech.com/drivestream-aup/ (the “ AUP ”). In addition, you shall not: (i) provide Application passwords or other log-in information to any third party; (ii) share non-public Application features or content with any third party; (iii) access the Application in order to build a competitive product or service, to build a produ ct using similar ideas, features, functions or graphics of the Application, or to copy any ideas, features, functions or graphics of the Application; or (iv) engage in web scraping or data scraping on or related to the Application, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. If Company suspects that you have violated the requirements of this Section 5(a), Company may suspend your access to the Application without advanced notice, in addition to such other remedies as Company may have. Company is not obligated to take any action against you or any other Application user or other third party for violating these Terms of Use, but Company is free to t ake any such action it sees fit.

(b)              Unauthorized Access . You agree to take reasonable steps to prevent unauthorized access to the Application, including by protecting your passwords and other log-in information. You shall notify Company immediately if you know of or suspectunauthorized u se of the Application or breach of its security.

(c)               Compliance with Laws . In using the Application, you shall comply with all applicable laws.

(d)              Application Access . You are responsible and liable for: (i) your use of the Application, including unauthorized conduct through your account and conduct that would violate the AUP or the requirements of these Terms of Use; and (b) any use of the Application through your account or passwords, whether authorized or not.

(e)               Communications from Company . You consent to receive email and/or text messages from Company in connection with your use of the Application. Standard text messaging charges required by your mobile carrier will apply to text messages Company send you.

(f)               Misuse of Application Prohibited. You agree not to misuse the Application, which is designed solely for viewing and tracking the location of vehicle fleets based on the geolocation of your Mobile Device. The Application shall not be used as a time-tracker, time clock, or “punch in, punch out” system. The Application is not intended to, and cannot be relied upon, to verify the location of you or any other person at a specific time or that you or any other person was engaged in any particular activity at any specific time. You acknowledge that any use of the Application beyond its intended purpose is strictly prohibited. The Company shall not be liable for any claims, damages, or losses arising from any misuse of the Application or any use beyond its intended purpose as described herein. You agree to indemnify and hold the Company harmless from any such claims, damages, or losses.

6.                 Content and Services . The Application may provide you with access to Company’s websites (each, a “ Website ”) and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on a Website (collectively, “ Content and Services ”). Your access to and use of such Content and Services are governed by the applicable Website’s terms of use, which are available for review on such Website and incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such terms of use and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of such terms of use will also be deemed a violation of these Terms of Use.

7.                 Geographic Restrictions . The Content and Services are based in the State of Delaware in the United States and provided for access and use only by persons located in the United States and Canada. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

8.                 Updates . Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “ Updates ”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

(a)               the Application will automatically download and install all available Updates; or

(b)              you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of these Terms of Use.

9.                 Third-Party Materials . The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“ Third-Party Materials ”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

10.              Term and Termination .

(a)               The term of these Terms of Use commences when you download, install, or otherwise first use the Application and will continue in effect until terminated by you or Company as set forth in this Section 10 .

(b)              You may terminate these Terms of Use by deleting the Application and all copies thereof from your Mobile Device.

(c)               Company may terminate these Terms of Use at any time without notice if it ceases to support the Application, which Company may do in its sole discretion, or for any other reason or no reason. In addition, these Terms of Use will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms of Use.

(d)              Upon termination:

(i)                all rights granted to you under these Terms of Use will also terminate; and

(ii)              you must cease all use of the Application and delete all copies of the Application from your Mobile Device.

(iii)            Sections 11 through 17 shall survive termination of these Terms of Use indefinitely.

(e)               Termination will not limit any of Company’s rights or remedies at law or in equity.

11.              Disclaimer of Warranties . THE APPLICATION IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

12.              Limitation of Liability . TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

(a)               PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b)              DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

13.              Indemnification . You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Application, including violation of any law, rule, or regulation, or your breach of these Terms of Use, including, but not limited to, the content you submit or make available through this Application. You will cooperate as fully and reasonably as required by Company in the defense of any claim. Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Company.

14.              Export Regulation . The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

15.              Intellectual Property . Company retains all right, title, and interest in and to the Application, including without limitation all other all software used to provide the Application and all graphics, user interfaces, logos, and trademarks reproduced through the Application, as well as all Content and Services. These Terms of Use do not grant you any intellectual property license or rights in or to the Application or any of its components, except to the limited extent that these Terms of Use specifically set forth your license rights to the Application . You recognize that the Application and its components are protected by copyright and other laws.

16.              Severability . If any provision of these Terms of Use is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms of Use will continue in full force and effect.

17.              Governing Law .

(a)               These Terms of Use are governed solely by the internal laws of the State of Delaware, including without limitation applicable federal law, without reference to: (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (iii) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of the State of Delaware. This Section 17(a) and Section 17(b) below govern all claims arising out of or related to these Terms of Use, including without limitation tort claims.

(b)              Any legal disputes or claims arising out of or related to these Terms of Use (including without limitation claims related to the use of the Application, the interpretation, enforceability, revocability, or validity of these Terms of Use, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in the State of Delaware. The arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims must be brought within the statute of limitations or other time required by applicable law. You agree that you shall bring any claim, action or proceeding arising out of or related to these Terms of Use in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of a representative, collective, or class proceeding. YOU ACKNOWLEDGE AND AGREE THAT YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING IN ANY FORUM, INCLUDING WITHOUT LIMITATION CLASS-WIDE ARBITRATION AND PRIVATE ATTORNEY-GENERAL ACTIONS.

18.              Amendments . Company may amend these Terms of Use from time to time by posting an amended version at its website and pushing written notice of the amendments to you through the Application. Such amendment will be deemed accepted and become effective 30 days after such notice (the “ Amendment Date ”) unless you first give Company written notice of rejection of the amendment. In the event of such rejection, these Terms of Use will continue under their original provisions until the Proposed Amendment Date (unless either You or Provider first terminates these Terms of Use pursuant to the terms hereof). Your continued use of the Application following the Amendment Date will confirm your consent to the amendments. These Terms of Use may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 18, Company may revise the AUP and Privacy Policy at any time pursuant to their terms and such new version will become effective accordingly; provided if such amendment materially reduces your rights or protections, notice and consent will be subject to the requirements above in this Section 18.

19.              Entire Agreement and Assignment . These Terms of Use and the Incorporated Agreements constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. You may not assign these Terms of Use or any of the Incorporated Agreements without Company’s prior written consent.

20.              Waiver . No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms of Use and any applicable purchase or other terms, these Terms of Use shall govern.