Master Terms

Last Updated: May 2025
Last Reviewed: 04/30/2025

MASTER TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES AND EQUIPMENT

These Master TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES AND EQUIPMENT (“MASTER TERMS”) are made between THE CUSTOMER identified in the Order Form (“CUSTOMER”) and THE SUPPLIER ENTITY IDENTIFIED IN the ORDER FORM (“PWFL”)

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS IN THESE MASTER TERMS AND ANY OTHER DOCUMENTS INCORPORATED HEREIN BY REFERENCE INCLUDING THE DATA PROCESSING ADDENDUM, PRIVACY POLICY, THIRD PARTY TERMS, EQUIPMENT WARRANTY, AS WELL AS ANY OTHER DOCUMENTS INCORPORATED BY REFERENCE IN ANY OF THE FOREGOING, AND WHERE APPLICABLE THE CUSTOMER SELF-INSTALLATION ADDENDUM which ALL form an integral part of the agreement (AS DEFINED IN SECTION 1).

PWFL PROVIDES THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT (AS DEFINED IN SECTION 1) AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM.

BY CLICKING THE "ACCEPT" OR SIMILAR ACKNOWLEDGEMENT OF ACCEPTANCE IN RESPONSE TO THE ENQUIRY REGARDING THE ACCEPTANCE OF THE MASTER TERMS OR BY ACCESSING OR USING THE SERVICES OR BY SIGNING THE ORDER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE AGREEMENT; (B) ACCEPT THE AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (C) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THE AGREEMENT, PWFL WILL NOT AND DOES NOT LICENSE THE SERVICES TO CUSTOMER AND CUSTOMER MUST NOT ACCESS OR USE THE SERVICES.

PREAMBLE

  1. PWFL and its associated companies provide fleet and asset management services on a software as a service basis and related goods which are delivered through PWFL’s global service delivery platform.
  2. Customer wishes to avail itself of such good and services.
  3. PWFL agrees to provide the goods and services to the Customer as set out in the Order and the Customer agrees to receive such goods and services from PWFL in each case subject to and in accordance with the terms and conditions of the Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PWFL and Customer hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

    1. “Acceptable Use Policy” means the acceptable use policy located at www.powerfleet.com/legal/aup/ or its successor website, which may be amended from time to time in PWFL's sole discretion.
    2. “Aggregated Data" has the meaning given in Section 15.5.
    3. “Agreement” means the Master Terms, any Order(s) executed by the Parties, the Privacy Policy, Data Processing Addendum, Third Party Terms, Equipment Warranty, the Self Installation Addendum and any other terms and conditions incorporated by reference in any of the foregoing;
    4. “Asset” means any vehicle, forklift, trailer, fixed or mobile asset in which Equipment has been or is to be installed by, for, or on behalf of Customer and for which Customer is billed Fees as specified in the Order;
    5. “Asset Operator” has the meaning given in the Third Party Terms;
    6. “Authorized Reseller” means an entity duly authorized by PWFL to resell or provide service with respect to all or part of the Services in such geographic area where such party is so authorized to do so by PWFL;
    7. “Authorized Reseller Agreement” means the agreement between an Authorized Reseller and Customer with respect to Equipment and/or Services, where applicable and as the context requires which may also be the Authorized Reseller’s Order document;
    8. “Billing Start Date” means the date the Order is signed by the Parties or the date when the Software is enabled on PWFL servers, whichever date is earlier;
    9. “Bundled Equipment” means Equipment that remains owned by PWFL and is provided to Customer for Customer’s use for purposes of PWFL providing the Bundled Services;
    10. “Bundled Service” means the service model whereby the Fees for the Services and Bundled Equipment are consolidated into a single recurring Fee, in accordance with the frequency set out in the relevant Order(s), during the term set out in the relevant Order;
    11. “Business Day” means any day other than a Saturday, Sunday or official public holiday in the territory in which PWFL’s office is situated;
    12. “Claim” means any suit, action, arbitration, or proceeding;
    13. “Customer” has the meaning given in the preamble.
    14. “Customer Data” means any (other than Aggregated Data) information, data, and any other content, in any form or medium, that may include: (a) Personal Information, (b) relating to an identifiable Asset or Asset Operator or other impacted individuals (e.g., any passengers), (c) submitted to the Services and/or Equipment by Customer or Asset Operators or Users, (d) otherwise collected, accessed, used, disclosed, created, generated or stored by, through or in connection with the Services and/or Equipment transmitted to, uploaded to and/or stored on servers for use with the Services and/or Equipment, and/or (e) telematics data, geolocation data, Asset operation information, and/or video data collected, stored and used through the use of Services and/or Equipment.
    15. “Customer Indemnified Party” has the meaning given in Section 20.2;
    16. “Customer Self Installation Addendum” means the customer self installation addendum located at www.powerfleet.com/legal/selfinstall/ or its successor website, which may be amended from time to time in PWFL's sole discretion;
    17. “Data Processing Addendum” means the data processing addendum located at www.powerfleet.com/legal/dpa/ or its successor website, which may be amended from time to time in PWFL's sole discretion;
    18. “Data Protection Laws” means all laws and regulations, including laws and regulations of Canada (including the Personal Information Protection and Electronic Documents Act (Canada) and the Canadian Anti-Spam Legislation), the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including the GDPR, applicable to the Processing of Personal Information under the Agreement;
    19. “Early Termination Fee” has the meaning given in Section 23.3;
    20. “Equipment” means any hardware which identified on an Order to be supplied by PWFL (or its Authorized Reseller, as the context requires) which is either Purchased Equipment and/or Bundled Equipment.
    21. “Equipment Warranty” means PWFL’s standard limited warranty for Equipment, as updated by PWFL from time to time and located at www.powerfleet.com/equipmentwarranty/ or its successor website, which may be amended from time to time in PWFL's sole discretion.
    22. “Feedback” has the meaning given in Section 15.6;
    23. “Fees” means any and all fees payable by Customer to PWFL (or its Authorized Reseller, as the context requires) for the Services and/or Equipment rendered pursuant to the Agreement, which may include fees for installation, mobilisation expenses, Purchased Equipment, Bundled Equipment and Bundled Services, as well as any additional and/or supplementary service fees as specified in the Order;
    24. “Force Majeure Event” has the meaning given in Section 26.3;
    25. “Initial Order Term” means the term as specified in the relevant Order for the Services, or where no ‘Initial Term’ is listed on an Order it means thirty six (36) months;
    26. “Intellectual Property Rights” means all intellectual property rights including but is not limited to copyrights, patents, trademarks, titles, service marks, interests, design rights, trade secrets and all other proprietary rights to creations of the mind, whether registered or unregistered in any part of the world;
    27. "Master Terms” has the meaning given in the preamble.
    28. “Network Operator” means an independent third-party telecommunications service provider;
    29. “OEM” means a third-party original equipment manufacturer of Assets that installed Third Party Devices in the finished Asset either during the manufacturing process or as part of an after sales service;
    30. “Order” means the ordering document for Services and/or Equipment between Customer and PWFL (or its Authorized Reseller, as the context requires), based on PWFL’s (or its Authorized Reseller’s, as the context requires) then-current order form for same, which sets out amongst other things the Initial Term, Billing Start Date, Services, Equipment, Fees, payment terms, etc;
    31. “Order Renewal Term” has the meaning given in Section 3.2;
    32. “Order Term” has the meaning given in Section 3.2;
    33. “Point of Supply” means, unless otherwise expressly set out in an Order, the physical address where PWFL makes the equipment available for dispatch (e.g., PWFL’s warehouse).
    34. “Privacy Policy” means the privacy policy located at www.powerfleet.com/legal/privacypolicy or its successor website, which may be amended from time to time in PWFL's sole discretion;
    35. “Purchased Equipment” means the Equipment purchased by Customer as defined in Section 6 of these Master Terms and sold at the then prevailing PWFL (or its Authorized Reseller, as the context requires) purchase price as set out in the relevant Fee for same in the Order;
    36. “PWFL” has the meaning given in the preamble.
    37. “PWFL Indemnified Party” has the meaning given in Section 20.1;
    38. “Service Partner” means any third-party conducting business on its own behalf and independently from PWFL that is authorized in writing by PWFL to install and maintain Equipment and to provide certain Services;
    39. “Services” means the products, subscriptions and services as selected by Customer and set out in each Order including Software and including Bundled Services, Bundled Equipment, as the context requires, but excludes Purchased Hardware;
    40. “Software” means application software supplied by PWFL for use with the Equipment which may be provided on a firmware and/or software as a services basis, and any updates made available by PWFL in relation to same and the documentation associated therewith;
    41. “Term” has the meaning given in Section 3.1;
    42. “Third Party Beneficiaries” has the meaning given in Section 14.6;
    43. “Third Party Devices” means on-board computers (and installed software), cellular telephony devices, satellite modems, cables, harnesses, accessories, plugs, materials, peripherals and the like, installed in an Asset by a Third Party Data Provider;
    44. “Third Party Data Provider” means an OEM or other provider of data in relation to an Asset;
    45. “Third Party Services” has the meaning given in Section 13.5;
    46. “Third Party Terms” means the then-current terms applicable to specific Third Party Services located at www.powerfleet.com/legal/thirdpartyterms/ or its successor website, which may be amended from time to time in PWFL's sole discretion.
    47. “User” has the meaning given in Section 5.7.

In the Agreement, unless a contrary intention appears: (i) the terms, “hereof”, “hereunder” and similar expressions refer to the Agreement and not to any particular portion hereof; (ii) words importing a singular number only shall include the plural and vice versa; (iii) the term “including” means “including without limitation”; (iv) other grammatical forms of defined words or expressions have corresponding meanings; (v) a reference to an article, section, document or agreement, including the Agreement, includes a reference to that section, document or agreement as amended from time to time, as permitted hereunder; (vi) the division of the Agreement into sections and the insertion of headings are for convenient reference only, and shall affect neither the construction nor the interpretation of the Agreement. The Parties agree that the Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

2. AGREEMENT FRAMEWORK

    1. For the avoidance of doubt and notwithstanding anything to the contrary:

      1. The Master Terms incorporated in the initial Order between the same Customer entity and the same PWFL (or its Authorized Reseller, as the context requires) entity will serve as a framework agreement for any additional Orders between the those specific Customer and PWFL entities thereafter during the Term, and if the Master Terms incorporated in those subsequent Order(s) are modified, the original Master Terms in the initial Order will be deemed to be updated accordingly and each such additional Order(s) shall be deemed to be an addition to the Agreement and shall not constitute a separate and independent agreement; and,

      2. For the avoidance of doubt, each Order shall have its own applicable Early Termination Fee in accordance with the term set out therein for such Order.

3. DURATION

    1. The Agreement shall become effective on the date of signature by the Party last signing the initial Order between the Parties that incorporates these Master Terms and shall continue until any and all additional Orders placed by the same Customer with the same PWFL entity (or its Authorized Reseller, as the context requires) have expired or terminated pursuant to the Agreement's express provisions (“Term”).

    2. Customer will commit to the respective Services for the ‘Initial Term’ set out in each Order (each an “Initial Order Term”), and thereafter the Services listed in each Order’s will automatically renew for additional successive one (1) year terms, unless stated otherwise in the relevant Order or earlier terminated pursuant to the Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Orders’ respective term (each a "Order Renewal Term" and together with the related Initial Order Term, each an “Order Term").

4. ORDERS

    1. Customer may from time to time submit an Order to PWFL (or its Authorized Reseller, as the context requires) for the procurement and provision of additional Services and/or Purchased Equipment by PWFL to Customer and each such Order shall represent an offer by Customer. Equipment and/or Services or any other services listed therein will be supplied at the then prevailing PWFL (or its Authorized Reseller, as the context requires) prices listed in the Order. Once the Order is signed or otherwise accepted by PWFL (or its Authorized Reseller, as the context requires), the Order will be binding and not subject to cancellation by Customer.

5. SERVICES

    1. PWFL shall deliver the Services set out in the Order(s) to Customer in accordance with the Agreement.

    2. PWFL shall be entitled to suspend delivery, without liability, of all or any of the Services upon providing Customer with notice as soon as practically possible if any of the following events or circumstances occur: (i) PWFL becomes aware that it is unable to provide the Services due to a failure for any reason of a Network Operator, OEM or entity on whom PWFL depends to provide the Services; (ii) PWFL has reasonable cause to believe that the Services and/or Equipment provided to Customer are being used in a manner not permitted under the Agreement or applicable law; (iii) Customer fails to make full and timely payment as agreed to herein in the Order; (iv) Customer informs PWFL or PWFL otherwise discovers that the Equipment has been lost, mislaid, stolen or removed from an Asset or that an Asset has been sold without first removing the Equipment; or (v) Customer infringes the Intellectual Property Rights or other rights of PWFL or acts in a manner which is calculated or likely to be prejudicial or damaging to PWFL's Intellectual Property Rights or other rights. Services will be reactivated as soon as practicable once the issues in sub-Sections (i) to (v) are resolved to PWFL’s reasonable satisfaction.

    3. Customer shall be liable to continue paying all Fees during any suspension period in the circumstances provided for in Section 5.2. Notwithstanding the aforementioned, if the suspension of Services is due to a Network Operator being unable to provide services to PWFL, PWFL may in its sole discretion use reasonable efforts to find an alternative supplier, and in such circumstances if PWFL is unable to obtain the necessary services from the Network Operator or substantially similar service from a different third party service provider, for a period of seven (7) consecutive days, the Fees for the relevant impacted Services will be suspended, beginning on the eighth (8th) consecutive day of network outage and continuing until such network services resume.

    4. If Customer requires the use of PWFL's software development kit and/or ‘PWFL Integrate’ to access data in respect of any Assets, an additional fee for such access will be determined by PWFL (or its Authorized Reseller, as the context requires) on a case-by-case basis dependent on the Customer’s scope of use.

    5. The Acceptable Use Policy will apply to the use and access of any of PWFL’s APIs or any cloud based Services, and Customer must ensure that its Users who access such Services under its direction comply with the Acceptable Use Policy.

    6. Customer shall not resell, sub-license or make available the Services or Equipment to any third party unless provided for in the Agreement.

    7. Customer is responsible and liable for all uses of the Services and Equipment whatsoever, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its employees, contractors or any other person who uses the Services and/or Equipment (each a “User”), and any act or omission by a User that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer. Customer shall use all reasonable efforts to make all Users aware of the Agreement's provisions as applicable to such User’s access and use the Services and Equipment and shall cause users to comply with such provisions.

6. SALE OF EQUIPMENT

    1. Where Customer purchases Purchased Equipment, PWFL (or its Authorized Reseller, as the context requires) shall sell, and Customer shall purchase the Purchased Equipment at the purchase price agreed to in the Order and on the terms set out herein.

    2. EXCEPT FOR THE EQUIPMENT WARRANTY, PWFL (OR ITS AUTHORIZED RESELLER, AS THE CONTEXT REQUIRES) MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PURCHASED EQUIPMENT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; OR (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

    3. Any and all costs incurred in connection with Purchased Equipment which are not covered by the Equipment Warranty or that are outside of the Equipment Warranty period shall be paid by Customer.

    4. Title in Purchased Equipment shall only pass to Customer when the purchase price for Purchased Equipment is paid in full, and until such time, Customer shall hold such Purchased Equipment on behalf of PWFL, keep it safe and secure and not part with possession of it. Except where PWFL expressly permits Customer self-installation in an Order, Purchased Equipment must only be installed by a Service Partner.

7. BUNDLED EQUIPMENT

    1. Where Customer licenses the Bundled Service, ownership of and all legal and equitable title to Bundled Equipment shall remain with PWFL. No provision contained in this Agreement shall confer on Customer any right, title, or interest in the Bundled Equipment to Customer other than the right for Customer to use the Bundled Equipment solely to receive the Bundled Service.

    2. If an Asset is subject to a hire purchase agreement, a lease, a rental agreement, or to any other encumbrance or third-party rights, Customer shall, prior to entering into an Order provide notice to such third party of PWFL’s rights in and to the Bundled Equipment as owner of the Bundled Equipment, and obtain consent from such third party for the fixture of the Bundled Equipment and inform PWFL of the details of such third party.

    3. All risk of loss or damage to Bundled Equipment will pass in accordance with Section 8.1 and continue with Customer at all times thereafter until its return to PWFL, and any return of Equipment will only be deemed to be completed upon confirmation of receipt acknowledged by PWFL in writing. During such period, Customer shall maintain possession and security of the Bundled Equipment and, Customer shall be entirely responsible for risk of loss or actual loss of and for any and all damage to the Bundled Equipment or any part thereof. Customer hereby agrees to indemnify each PWFL Indemnified Party from and against any and all liability, loss, damage, costs, and expenses suffered or incurred by PWFL in any way arising out of any loss of or damage to any such Bundled Equipment or part thereof.

    4. In the event that Customer default in any way in the performance of its obligations in the Agreement or breaches the Agreement: (a) PWFL has the right to retrieve the Bundled Equipment at the Customer’s cost which will include Customer being liable for payment of the removal costs; and (b) Customer shall make the Assets available to PWFL to facilitate and enable such retrieval.

    5. Upon expiration or termination of an Order or the entire Agreement, Customer shall, at Customer's cost, return any Bundled Equipment under the expired or terminated Order (or all Bundled Equipment in the event of expiration or termination of the entire Agreement) to PWFL at Customer’s sole expense and risk of loss until returned to PWFL and any return of Equipment will only be deemed to be completed upon confirmation of receipt acknowledged by PWFL in writing. Bundled Equipment must be returned to PWFL in the same condition in which it was received by Customer, normal wear and tear excluded, failing which Customer shall be liable to PWFL (or its Authorized Reseller, as the context requires) for the replacement cost as specified in the Order.

8. INCOTERMS FOR SUPPLY OF EQUIPMENT; DAMAGE AND LOSS

    1. All Equipment is supplied Ex Works (EXW) Point of Supply (as defined in subsection 1.31) (Incoterms 2020), and for the avoidance of doubt, all costs and risk of loss and damages passes to Customer upon the Equipment being made available at the Point of Supply.

    2. Customer shall notify PWFL within twenty-four (24) hours of becoming aware that an Asset, any Equipment or part thereof has been lost, stolen, or damaged or is outside the control of Customer and its Users. In the event that an Asset or any Equipment is damaged, stolen, or lost, Customer shall remain liable for the Fees payable under the relevant Order for the duration of the Order Term. In the event that Customer sells or relinquishes control over the Asset without first transferring the Equipment from the Asset in accordance with the Agreement, then Customer will remain liable to perform all its obligations to PWFL (or its Authorized Reseller, as the context requires) including continuing to pay the Fees for the related Services to PWFL (or its Authorized Reseller, as the context requires) under the applicable Order(s) for the remainder of its Order Term despite PWFL having the right to suspend connectivity to any Service and Equipment which is within an Asset that is no longer within the control of Customer. In the event that Bundled Equipment is stolen, lost or damaged, or otherwise not covered by the Equipment Warranty, PWFL (or its Authorized Reseller, as the context requires) will invoice Customer for the repair or replacement cost determined at PWFL’s (or its Authorized Reseller’s, as the context requires) sole discretion and such costs shall be payable by Customer according to the terms of such invoice.

9. INSTALLATION BY SERVICE PARTNER

    1. Where a Service Partner performs installation of certain Equipment and related components:

      1. Customer will be liable for the travel, mobilisation, labour and expense fees at the rates specified for additional services in the Order which shall be subject to increase pursuant to Section 16.8 or PWFL may require an additional increase of these fees in certain circumstances (e.g. due to increased cost by third party service providers or unforeseen traveling expenses). PWFL (or its Authorized Reseller, as the context requires) will provide written rationale for the increased costs to Customer on request and Customer will be liable for such costs. Except for increase subject to Section 16.8, PWFL and Customer will work collaboratively and in good faith to mitigate any potential increases.

      2. The Parties shall agree to a time and place for the installation of the Equipment and as specified in the Order. Customer will use its best endeavours to comply with any planned schedule for installation as agreed between the Parties and to make the Asset available to PWFL or a Service Partner at the time and place agreed for installation.

      3. If Customer cancels or postpones any agreed appointment to install the Equipment before the agreed installation date or if for any reason the Asset is not made available by Customer for installation at the agreed time, PWFL (or its Authorized Reseller, as the context requires) shall be entitled to charge cancellation or waiting fees at the rate specified in the supplementary additional services rate card in the Order which shall be subject to increase pursuant to Section 16.8. If the Asset cannot be made available, PWFL (or its Authorized Reseller, as the context requires) will re-schedule the installation and Customer shall be required to pay the installation and related travel cost for the re-scheduled installation at the rate specified in the Order which shall be subject to increase pursuant to Section 16.8. Customer is prohibited from installing or relocating any Equipment except where such installation or relocation is performed by individuals who have been trained, certified, and/or authorized by PWFL in writing to perform this work or PWFL has permitted Customer self installation provided that PWFL shall have no liability whatsoever for such install or relocation. Without prejudice to Section 7.2, Customer warrants in relation to any Asset that the Asset is either owned by Customer or, where the Asset is owned by a third party, that Customer has the express written permission of the said third party to allow the installation of the Equipment and the use of the Services in the Asset. PWFL shall not be responsible for the Equipment if the Asset is subsequently modified after installation or for any Equipment that has been tampered with or moved by an unauthorized technician or if any other Equipment Warranty exclusion applies.

      4. Customer acknowledges that a Service Partner may modify or alter Asset(s), including without limitation drill holes, cut panels and body, or perform rewiring. PWFL (OR ITS AUTHORIZED RESELLER, AS THE CONTEXT REQUIRES, WILL NOT BE RESPONSIBLE FOR SUBSEQUENT RESTORATION OF ANY ASSET(S) TO THEIR UNMODIFIED OR UNALTERED CONDITION).

10. CUSTOMER SELF-INSTALLATION

    1. Where PWFL permits Customer to self install certain Equipment and related components, Customer hereby agrees it has read, understood and agreed with the terms and conditions of the Customer Self-Installation Addendum before proceeding with any installation of Equipment or any other components associated with the Agreement. CUSTOMER ACKNOWLEDGES THAT AGREEING TO THE CUSTOMER SELF-INSTALLATION ADDENDUM, CUSTOMER WILL WAIVE CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE OR CLAIM COMPENSATION FROM PWFL (AND ITS AUTHORIZED RESELLER, AS THE CONTEXT REQUIRES).

11. USE AND MAINTENANCE OF EQUIPMENT

    1. Customer undertakes to: (i) use the Equipment only for the purpose of receiving the Services; (ii) unless permitted in advance by PWFL in writing for self installation purposes only, not alter, modify or tamper with the Equipment; and (iii) use the Equipment strictly in accordance with the directions provided in PWFL's user documentation published from time to time. Customer shall be responsible for any additional charges levied by any third party as a result of any misuse of any component of the Equipment, including any SIM card.

    2. Any maintenance to be provided by PWFL shall take place during PWFL’s (or its Service Partner’s as the context requires) then-current business hours unless otherwise specified in the Order. Maintenance will only be carried out in a place where the PWFL employee or Service Partner is able to work in safe and appropriate conditions. Customer shall be required to pay for waiting time at the rate specified in the Order, subject to increase pursuant to Section 16.8, if the Asset is not made available to the PWFL employee or Service Partner at the agreed day, time and location. Should Customer or PWFL report Equipment that does not function properly, PWFL may at its sole discretion attempt to restore the functionality remotely or may make commercially reasonable efforts to make available a technician to restore functionality of the Equipment, subject to the Asset being made available at the time, day and location agreed by the Parties. Customer shall be responsible for any maintenance, travel, necessary expenses and accommodation costs, as set out in the prices listed in the Order, subject to increase pursuant to Section 16.8. If PWFL determines, acting reasonably, that the Equipment is damaged or is malfunctioning due to unauthorized alterations or modifications, abuse, misuse, or through an accident and is capable of repair, and/or is not otherwise covered by the Equipment Warranty, PWFL will make commercially reasonable efforts to arrange the necessary replacements and/or repairs to the Equipment, as long as the Asset is made available at the time, day and location agreed by the Parties and provided that Customer will be liable for all costs thereof, including travel, necessary expenses, and accommodation costs, that will be the sole responsibility of Customer and will be payable by Customer on demand.

12. TRANSFER OF EQUIPMENT

    1. If Customer requires Equipment to be transferred to another Asset under its control and provided that the Asset is made available to PWFL or a Service Partner at a time and place acceptable to PWFL, unless otherwise agreed between the Parties in writing, PWFL shall perform such removal and transfer and Customer shall pay the relevant costs set out in the Order relating, subject to increase pursuant to Section 16.8, to the removal and re-installation of the Equipment in such other Asset. Irrespective of the requested removal and transfer of Equipment from one Asset to another, the duration of such Services related to such Equipment shall continue to run for the relevant Order Term unless terminated earlier in accordance with the terms of the Agreement.

13. SIM CARD AND THIRD PARTY SERVICES

    1. Unless Section 13.2 applies, the SIM card included in or with any Equipment remains (and Customer acknowledges that it shall remain) the property of PWFL and/or the Network Operator utilised by PWFL (or its Authorized Reseller, as the context requires) for the provision of the Services.

    2. Where PWFL permits Customer to directly contract with a Network Operator or permits Customer to make use of its own SIM cards for the Equipment, then:

      1. the SIM cards remain (and PWFL acknowledges that it shall remain) the property of Customer and/or the said Network Operator, as the context requires; and

      2. Customer shall be solely responsible and obliged to ensure that it complies with all of the Network Operator’s obligations and payment terms with respect to the SIM cards to ensure that PWFL is able to provide the Services to Customer.

    3. Customer shall not remove or allow the any SIM cards to be removed from the Equipment and shall ensure that the SIM cards are not utilised in any manner whatsoever other than as part of the Equipment, which is required to receive the Services.

    4. Customer will be liable for any costs or expenses incurred by PWFL (or its Authorized Reseller, as the context requires) due to the damage or abuse of a SIM card in any way whatsoever while under the control or in the possession of Customer or its Users, and Customer shall pay all such costs upon demand.

    5. The Services and Equipment may include code, content, features, functionality, components, software, products, data, services or other materials that are owned or provided by third parties and are incorporated into or accessible through the Services and/or Equipment (“Third Party Services”). Unless Customer is required to accept and agree to an end user license agreement or other agreement for a Third Party Service in order to access and use such Third Party Service or the Third Party Services are subject to the applicable provisions of the Third Party Terms, PWFL hereby grants a fully paid, royalty free sublicense to Customer to use each such Third Party Service solely in connection with its use of the applicable Services. IF SUCH THIRD PARTY SERVICES ARE SUBJECT TO THEIR OWN TERMS AND CONDITIONS PRESENTED TO CUSTOMER FOR ACCEPTANCE WITHIN THE SERVICES BY WEBSITE LINK OR OTHERWISE AND/OR THIRD PARTY TERMS AND IF THE CUSTOMER DOES NOT AGREE TO ABIDE BY SUCH APPLICABLE TERMS FOR ANY REASON, THEN CUSTOMER SHOULD NOT INSTALL, ACCESS, OR USE SUCH THIRD PARTY SERVICES.

14. THIRD PARTY DATA SERVICES

    1. Certain Services may rely upon data in respect of Third Party Service and/or Assets provided by a Third Party Data Provider (such as an OEM) via Third Party Devices, which is relayed to PWFL and, in such cases, PWFL plays no part in the installation or maintenance of the Third Party Devices. ACCORDINGLY, PWFL GIVES NO WARRANTIES OR UNDERTAKINGS IN RESPECT OF THIRD PARTY SERVICES AND/OR THIRD PARTY DEVICES INCLUDING WITHOUT LIMITATION ANY SOFTWARE INSTALLED ON THIRD PARTY DEVICES; NOR DOES PWFL WARRANT THAT THE DATA RECEIVED FROM THE THIRD PARTY DATA PROVIDER WILL BE CORRECT OR THAT IT WILL BE RECEIVED AT ALL.

    2. The Third Party Data Provider may make updates and/or upgrades to the software on the Third Party Devices from time to time and PWFL may require that such updates and/or upgrades are installed in order to provide the Services, or to provide certain enhanced functionality. Accordingly, as between PWFL and Customer, it is the sole responsibility of Customer to ensure that all updates and upgrades to such software are installed on the Third Party Devices.

    3. PWFL bears no responsibility for connectivity between the Third Party Devices and the Third Party Data Provider, any network or third party, and/or where PWFL permits Customer to use its own SIM cards including without limitation the acquisition or maintenance of any cellular telephony SIM card, allocation of user accounts, or payment to or from any party for data bandwidth for this purpose, which are all for the account of Customer or of the Third Party Data Provider as the case may be.

    4. CUSTOMER ACKNOWLEDGES AND IT IS SPECIFICALLY AGREED THAT IF DATA IN RESPECT OF AN ASSET IS SOURCED VIA THE OEM, THIRD PARTY SERVICES, THIRD PARTY DEVICES, A THIRD PARTY DATA PROVIDER OR A NETWORK OPERATOR, PWFL DOES NOT WARRANT THE QUALITY OR THE CONTINUOUS AVAILABILITY OF THE SERVICES DEPENDENT ON SUCH DATA. THE CUSTOMER ACKNOWLEDGES THAT THE SERVICES DEPEND ON THE AVAILABILITY OF A DATA CONNECTION OVER WHICH PWFL HAS NO CONTROL. IF A DATA CONNECTION IS NOT AVAILABLE FOR WHATEVER REASON, THEN THE SERVICES MAY NOT BE PROVIDED AS INTENDED. IF THE THIRD PARTY OR NETWORK OPERATOR PROVIDING OR FACILITATING THE TRANSFER OF DATA FOR A PARTICULAR ASSET TERMINATES ACCESS TO THE DATA FOR A REASON OUTSIDE THE CUSTOMER’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION HARDWARE OR SOFTWARE INCOMPATIBILITY, OR IN ORDER TO COMPLY WITH APPLICABLE LAW, THEN PWFL MAY AT ITS SOLE DISCRETION TERMINATE THE ORDER RELATING TO THAT ASSET, OR AMEND THE ORDER TO EXCLUDE THE ASSET CONCERNED (WITH AN APPROPRIATE ADJUSTMENT IN THE FEES).

    5. Where provision of certain Services requires PWFL to make use of data held by a Third Party Data Provider, Third Party Device, Third Party Services, and/or Network Operator, Customer instructs PWFL to source such data from the Third Party Data Provider, Third Party Device, Third Party Services and/or Network Operator, and consents to the provisioning of such data and the access and use of such data by PWFL to the extent necessary to provide the relevant Services.

    6. If Customer has purchased the Services from an Authorized Reseller or distributor, the Parties hereby designate such Authorized Reseller or distributor (including without limitation as applicable Telus Communications Company and its affiliates, Rogers Communications Canada Inc. and its affiliates) and their respective directors, officers, shareholders, partners, employees, related parties, representatives (“Third Party Beneficiaries”) as third-party beneficiaries of Customer’s obligations to indemnify, defend and hold harmless in the Agreement and Sections 14, 21, 22 and 26 of these Master Terms and having the right to enforce such provisions and Sections against Customer to the Third Party Beneficiaries’ benefit. Third Party Data Providers shall also be third party beneficiaries of Customer’s obligations to indemnify, defend and hold harmless in the Agreement and shall have the right to enforce such provisions and Sections against Customer to such Third Party Data Provider’s or licensor’s benefit.

15. INTELLECTUAL PROPERTY

    1. Customer acknowledges that any and all of the Intellectual Property Rights used or embodied in or in connection with the Services, the Software, the Equipment and/or Aggregated Data are and shall remain the sole property of PWFL or PWFL's licensors.

    2. PWFL hereby grants Customer a non-exclusive, non-transferable, revocable, limited license to access and use the Services in accordance with its documentation for the Term and Customer hereby grants to PWFL a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display Customer Data and perform all acts with respect to Customer Data as may be necessary for PWFL to provide the Services to Customer.

    3. Customer shall not: (i) copy the whole or any part of the Services and/or Equipment; (ii) reverse engineer, disassemble, translate, adapt, modify, alter, or in any way decode the whole or any part of the Services and/or the Equipment; (iii) convert the whole or any part of the Services from object code to source code; (iv) merge or combine the whole or any part of the Services with any other computer software or documentation without PWFL’s consent in writing; (v) part with possession of, lend, assign, lease, sub-license, transfer or otherwise provide electronically any part of the Services and/or Equipment to any third party; (vi) use any of the Intellectual Property Rights or confidential information of PWFL to develop or market any software; (vii) use the Services for the business needs of a third party;(viii) remove any proprietary notices from the Services or Equipment;(ix) and/or use the Services or Equipment in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law.

    4. Customer shall notify PWFL immediately in the event it becomes aware of: (i) any actual, threatened, or suspected infringement of PWFL’s or its licensor’s or any person’s or entity’s Intellectual Property Rights or any other rights; or (ii) a Claim, against Customer alleging that Customer's or its Users’ access and/or use of the Services and/or Equipment infringes any Intellectual Property Right or other right belonging to or alleged to belong to a third party. Customer shall not directly or indirectly or by implication admit liability or make any agreement or settlement in relation to any Claim without the prior written consent of PWFL.

    5. Customer acknowledges and agrees that PWFL generates, compiles, stores and uses aggregated data and system usage, analytics and diagnostic information (“Aggregated Data”) to monitor and improve the Services and/or Equipment, assist in the delivery of support, and for the creation of new products and services. As between PWFL and Customer, all right, title and interest in the Aggregated Data and all Intellectual Property Rights therein, belong to and are retained solely by PWFL. Customer acknowledges that PWFL will be compiling Aggregated Data based on Customer’s and its Users’ , and other users, access and use of the Services and/or Equipment and Customer agrees that PWFL may: (a) make such Aggregated Data publicly available; (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or its Confidential Information; and, (c) use such information for industry benchmarking, to understand usage, improve the Services, Equipment and/or support, develop new products and services, and for any other business purpose. For the avoidance of doubt, Aggregated Data is not considered Customer Data.

    6. If Customer or any of its employees, representatives or contractors or Users send or transmit any communications or materials to PWFL by mail, email, telephone, or otherwise, verbal or in writing, suggesting or recommending changes to the PWFL Intellectual Property Rights, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), PWFL is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to PWFL on Customer’s behalf, and on behalf of its employees, contractors, agents and/or Users, all right, title, and interest in, and PWFL is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights or other rights contained in the Feedback (and waives any moral rights thereto) for any purpose whatsoever, although PWFL is not required to use any Feedback.

16. FEES AND PAYMENT

    1. Customer shall pay the Fees set out in the Order and agrees to pay all costs and charges for any other services at the rate set out in the Order, subject to 16.8, and any other all costs and charges incurred by Customer in accordance with the Agreement. PWFL (or its Authorized Reseller, as the context requires) shall send all invoices to Customer at the email address provided on the applicable Order. All one-time Fees(s) shall be payable immediately before any Equipment is made available for shipment at the Point of Supply and any recurring Fees(s) shall be due and payable thirty (30) days from the date of the relevant invoice. All payments to be made by Customer shall be made in the currency specified in the Order.

    2. Customer hereby consents to PWFL (or its Authorized Reseller, as the context requires) conducting credit rating check(s) on Customer.

    3. All payments shall be made in cleared funds without any deduction or set off and free and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. Customer must pre-pay or reimburse PWFL (or its Authorized Reseller, as the context requires) for any required deduction.

    4. Fees for freight costs will be quoted at the time of the quote for the Order is created.

    5. Unless otherwise stated in the Order, all one-time Fees(s) will be invoiced upon acceptance of the Order by PWFL (or its Authorized Reseller, as the context requires) and must be paid prior to any Equipment is shipped to Customer. The first invoice for recurring Fees(s) will then be issued on or after the Billing Start Date. Unless otherwise provided for in this Agreement, Customer shall be obliged to pay the Fees and other charges, whether or not the Services and/or Equipment have been provided without interruption.

    6. UNLESS PROHIBITED BY APPLICABLE LAW OR EXPRESSLY PROVIDED FOR IN THE AGREEMENT, ANY AND ALL PAYMENTS RECEIVED BY PWFL (OR ITS AUTHORIZED RESELLER, AS THE CONTEXT REQUIRES) ARE FINAL AND NON-REFUNDABLE.

    7. Where any amounts owed by Customer under the Agreement are not paid in accordance with the Agreement, and without limiting any other rights or remedies of PWFL (or its Authorized Reseller, as the context requires), PWFL (or its Authorized Reseller, as the context requires) shall be entitled, at any time and at its sole discretion, to: (i) charge interest monthly at one and a half percent (1.5%) per month/(eighteen percent (18%) per annum or the maximum percentage allowable under applicable law; (ii) suspend Services until all overdue amounts are paid; (iii) Customer shall reimburse PWFL (or its Authorized Reseller, as the context requires) for all reasonable costs incurred by PWFL (or its Authorized Reseller, as the context requires) in collecting any late payments or interest, including legal fees, court costs, and collection agency fees, and/or (iii) require Customer to return all Equipment to PWFL (or its Authorized Reseller, as the context requires) at Customer’s expense and risk of loss.

    8. All Fees payable by a Customer shall apply during the Term provided that: (a) once per year during the Term, PWFL (or its Authorized Reseller, as the context requires) reserves the right at its sole discretion to increase Fees and/or introduce new fees, in both instances by providing written notice to Customer at least thirty (30) calendar days prior to the effective date of such Fee increase or new fee or charge introduction in accordance with Section 26.10 hereof and (b) Customer’s recurring Fees, as calculated from the Customer’s latest invoice, will automatically increase by an amount of five percent (5%) for each year of previous Initial Order Term or previous Order Renewal Term (as applicable) upon the commencement of an automatic Order Renewal Term. No increase in Fees or charges or introduction of a new fee is effective unless made in compliance with the provisions of this Section 16.8. Customer acknowledges that allowing PWFL (or its Authorized Reseller, as the context requires) flexibility to raise Fees or introduce new fees in accordance with this Section 16.8 is in the Customer’s as well as the PWFL’s (and its Authorized Reseller, as the context requires) interest, as it allows for PWFL’s (and its Authorized Reseller, as the context requires) continual commitment to provide services during the Term.

    9. All Fees, prices and rates on an Order, or for any additional charges due or for the Services, Equipment or other services to be provided, do not include present and future personal property, sales, use, excise, GST, HST, PST, service charge, value-added, franchise, license, gross receipts or other foreign, federal, state, provincial or local fees, taxes, duties or similar taxes or charges (collectively “Taxes”), which shall be paid by Customer (except for taxes based on the net income of PWFL). If applicable, Customer may provide PWFL with a tax exemption certificate annually that is acceptable to applicable taxing authorities. Customer will indemnify and hold PWFL Indemnified Party harmless from all claims, liability and expense arising from Customer’s failure to pay any such Taxes, including interest, penalties and similar fees.

17. CONFIDENTIALITY

    1. The Services, in particular the Software, including without limitation, the specific design, structure and logic of individual programs, their interactions both internal and external, and the programming techniques employed therein are considered confidential and trade secrets of PWFL and/or its licensors (the “Confidential Information”), the unauthorized disclosure of which would cause irreparable harm to PWFL and/or its licensors. Customer shall use the same degree of care and means that it uses to protect its own information of a similar nature, and in any event, shall use reasonable efforts to prevent the disclosure of Confidential Information to any third parties. Customer shall not use, reproduce or distribute the Confidential Information other than for the purposes authorized by the Agreement. This confidentiality obligation shall continue to apply to Confidential Information following the termination hereof, provided that the confidentiality provisions contained herein shall not apply to Confidential Information which (i) was known by Customer prior to disclosure, as evidenced by its business records; (ii) was lawfully in the public domain prior to its disclosure, or becomes publicly available other than through a breach of the confidentiality provisions contained herein; (iii) was disclosed to Customer by a third party, provided such third party or any other party from whom such third party receives such information is not in breach of any confidentiality obligation in respect of such information; or (iv) is disclosed when such disclosure is compelled pursuant to legal, judicial, or administrative proceeding, or otherwise required by law, provided that Customer shall give all reasonable prior notice to PWFL to allow it to seek protective or other court orders.

18. DATA PRIVACY

    1. Customer acknowledges and agrees that PWFL may access, collect and/or process Personal Information (as defined in the Data Processing Addendum) in order to provide the Services, to offer support and in general to fulfil its rights and obligations under the Agreement and the terms and conditions of the Data Processing Addendum and Privacy Policy shall apply as the context requires.

19. ASSET OPERATOR NOTICE AND CONSENT

    1. Customer shall, prior to each Asset Operator’s and/or other impacted individuals (e.g., any passengers) access and/or use of an Asset connected to and activated with the Services: (a) inform such Asset Operator and/or other impacted individuals (e.g., any passengers) of Customer’s use of the Services, and any Third Party Services and related Third Party Terms, including the resulting collection, use and sharing disclosure to PWFL, Authorized Reseller, Third Party Service, and/or any other third parties required to do so to assist in the provision of the Services, of any and all Customer Data, including Personal Information relating to such Asset Operator or any other impacted individuals (e.g., any passengers) accessing and using the Asset; (b) obtain such Asset Operator’s and any other impacted individuals (e.g., any passengers) express consent in accordance with applicable Data Protection Laws for the foregoing (or ensure the existence and applicability of any other valid legal ground as appropriate under the Data Protection Laws) and to such use of the Services, Third Party Services (satisfying any requirements under any applicable Third Party Terms) with Customer Data including Asset Operator’s and any other impacted individual’s (e.g., any passengers) Personal Information; (c) if consent is used as a legal basis under the Data Protection Laws, create employment conditions whereby consent is provided freely and not under any fear of reprisals or disadvantage for not consenting; and, (d) ensure that the use of a Services by an Asset Operator and any other impacted individuals (e.g., any passengers) complies with all applicable laws including relating to employee surveillance, including any notification requirements, and the Customer shall be permitted to affix any appropriate notice to the exterior of the Equipment and within view of Asset Operator’s and any passengers or other impacted individuals to the extent that such notice is required by applicable law.

20. INDEMNITY

    1. Customer agrees to indemnify, defend, and hold harmless PWFL and its affiliates, including PWFL and its affiliates’ and Third Party Beneficiaries and Third Party Data Providers and PWFL’s licensors and suppliers all of the foregoing’s respective officers, shareholders, directors, employees, agents (each, a "PWFL Indemnified Party"), from and against any and all costs, penalties, liabilities, losses, and expenses, including but not limited to reasonable attorneys' fees, resulting from or arising out of any Claim brought or threatened by a third party against a PWFL Indemnified Party relating to: (i) a breach or alleged breach by Customer or its Users of its obligations in the Agreement; (ii) Customer's or its Users’ use, misuse, or failure to lawfully use the Services, Software, SIM card or Equipment; (iii) Customer's or its Users’ infringement or misappropriation of any of PWFL's Intellectual Property Rights or the Intellectual Property Rights or any other rights of any third party; (iv) any SIM card being removed or used (other than by an employee of PWFL or under advance written authorization by PWFL) other than for purposes of providing the Services; (v) any Personal Information collected, used, processed and/or modified by Customer or any authorized third party’s in accordance with the Agreement and/or the provisions of the Services (vi) Customer’s or its Users’ negligence or wilful misconduct, and (vi) Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's Intellectual Property Rights or any other rights, all of the foregoing provided that Customer may not settle any such Claim against a PWFL Indemnified Party unless PWFL consents to such settlement, and further provided that PWFL will have the right, at its option, to defend itself or the PWFL Indemnified Party against any such Claim or to participate in the defence thereof by counsel of its own choice

    2. PWFL agrees to indemnify, defend, and hold harmless Customer, including its officers, shareholders, directors, employees, agents, and affiliates (each, a "Customer Indemnified Party"), from and against any and all costs, liabilities, losses, and expenses, including but not limited to reasonable attorneys' fees, resulting from or arising out of any Claim brought or threatened by a third party against a Customer Indemnified Party relating to the infringement of the Intellectual Property Rights of a third party resulting from Customer's use of the Services, and/or Equipment provided that Customer promptly notifies PWFL in writing of the claim, cooperates with PWFL, and allows PWFL sole authority to control the defense and settlement of such claim.

    3. PWFL shall have no obligation under Section 20.2 for any infringement or misappropriation to the extent that it arises out of or is based upon: (i) use of the Services and/or Equipment in combination with other products or services not provided by, or authorized in writing by, PWFL if such infringement or misappropriation would not have arisen but for such combination; (ii) use of the Services and/or Equipment by Customer in violation of the terms of the Agreement; (iii) Customer's failure to use the Services and/or Equipment in accordance with the documentation or written instructions of PWFL, if the infringement or misappropriation would not have occurred but for such failure; or (iv) any modification of the Services and/or Equipment not made by or authorized in writing by PWFL where such infringement or misappropriation would not have occurred absent such modification.

    4. If Customer's use of the Services and/or Equipment is, or in PWFL's reasonable opinion is likely to become, enjoined or materially diminished as a result of a proceeding or actual or alleged Claim referred to in Section 20.2, or more generally to PWFL’s customer base, then PWFL may at its sole discretion either: (i) procure the continuing right for Customer to use the Services, Software, and/or Equipment; (ii) replace or modify the Services and/or Equipment in a functionally equivalent manner so that it no longer infringes; or (iii) terminate the Agreement and refund to Customer the pro-rata amount of any Fees prepaid to PWFL which are applicable to the unutilized or undelivered portions of the Services and/or Equipment.

    5. HIS SECTION 20 SETS FORTH CUSTOMER INDEMNIFIED PARTY'S SOLE REMEDIES AND PWFL'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PWFL'S LIABILITY UNDER THIS SECTION 20 EXCEED LIMITATION OF LIABILITY STATED IN SECTION 21.

21. LIMITATION OF LIABILITY

    1. NO CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT TO EXTENT THAT THE LIABILITY MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL PWFL OR ANY OF ITS AFFILIATES OR A PWFL INDEMNIFIED PARTY OR PWFL’S OR ANY OF ITS AFFILIATES’ OR A PWFL INDEMNIFIED PARTY’S REPRESENTATIVES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, REPLACEMENT COSTS, LOST PROFITS OR REVENUES OR ANTICIPATED PROFITS OR REVENUES OR GOODWILL OR BUSINESS OR ANTICIPATED SAVINGS, OR DIMINUTION IN VALUE, OR FAILURE OR DELAY IN TRANSMISSION OR RECEIPT OF DATA OR INFORMATION ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THE SERVICES OR EQUIPMENT OR THE AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT PWFL OR ANY OF ITS AFFILIATES OR PWFL INDEMNIFIED PARTY OR PWFL’S OR ANY OF ITS AFFILIATES’ OR PWFL INDEMNIFIED PARTY ‘S REPRESENTATIVES WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

    2. MAXIMUM LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 21.3, IN NO EVENT SHALL PWFL’S OR ANY OF ITS AFFILIATES’ OR A PWFL INDEMNIFIED PARTY’S OR PWFL’S OR ANY OF ITS AFFILIATES’ OR A PWFL INDEMNIFIED PARTY’S REPRESENTATIVES AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES, EQUIPMENT OR THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS RECEIVED BY PWFL PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED UNITED STATES DOLLARS ($100 USD), WHICHEVER IS GREATER.

    3. EXCEPTIONS. THE LIMITATIONS SET FORTH IN THIS SECTION 21 SHALL NOT APPLY TO DAMAGES OR LIABILITIES ARISING FROM:

      1. FOR DEATH OR PERSONAL INJURY RESULTING FROM THE NEGLIGENCE OF THE LIABLE PARTY OR ITS EMPLOYEES, SERVANTS OR AGENTS;

      2. FRAUD OR FRAUDULENT MISREPRESENTATION; OR,

      3. ANY OTHER LIABILITY TO THE EXTENT THAT THE SAME MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

22. ADDITIONAL DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT AND TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW:

    1. THE EQUIPMENT, SERVICES, ALL HARDWARE, ACCESSORIES AND SIM CARDS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, AVAILABILITY OF SERVICES OR EQUIPMENT AND/OR SUPPLEMENTARY SERVICES OR ANY PART THEREOF, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THOSE ARISING BY LAW, USAGE OF TRADE OR COURSE OF DEALING.

    2. PWFL DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE EQUIPMENT, SOFTWARE, SERVICES, HARDWARE, ACCESSORIES OR SIM CARDS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENCY, OR OTHERWISE. PWFL ORS IT AFFILIATES DO NOT OTHERWISE WARRANT THAT THE SERVICE, EQUIPMENT, SOFTWARE, SERVICES, HARDWARE, ACCESSORIES OR SIM CARDS WILL MEET CUSTOMER’S REQUIREMENTS THAT THE OPERATION OF THE EQUIPMENT, SOFTWARE, SERVICES, ALL HARDWARE, ACCESSORIES OR SIM CARDS WILL BE UNINTERRUPTED OR DEFECT FREE OR ERROR FREE, OR THAT ALL DEFECTS OR ERRORS WILL BE CORRECTED, THAT ANY CUSTOMER DATA OR INFORMATION TRANSMISSION, VIDEO DATA, NOTIFICATION, THIRD PARTY RESPONSE CENTRE SERVICES OR PANIC ALERT ISSUED OR TO BE ISSUED AS PART OF ANY EQUIPMENT, SOFTWARE, SERVICES, HARDWARE, ACCESSORIES OR SIM CARDS WILL IN ALL CASES BE SUCCESSFULLY RECEIVED BY THE CUSTOMER OR ITS USERS OR RECEIVED BY THE CUSTOMER OR ITS USERS IN A TIMELY MANNER. THE CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF ANY SOFTWARE, SERVICES, HARDWARE, ACCESSORIES OR SIM CARDS TO ACHIEVE THE CUSTOMER’S INTENDED RESULTS, AND FOR THE USE OF AND RESULTS OBTAINED FROM THE EQUIPMENT, SOFTWARE, SERVICES, ALL HARDWARE, ACCESSORIES OR SIM CARDS. PWFL AND ITS AFFILIATES MAKES NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE EQUIPMENT, SOFTWARE, SERVICES, ALL HARDWARE, ACCESSORIES OR SIM CARDS OR AGAINST INFRINGEMENT OF ANY RIGHTS.

    3. PWFL AND ITS AFFILIATES EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY INTERRUPTION IN AVAILABILITY OR FUNCTIONALITY OF THE EQUIPMENT, SOFTWARE, SERVICES, ALL HARDWARE, ACCESSORIES OR SIM CARDS (WHETHER AS A WHOLE OR IN PART) DUE TO UNAVAILABILITY OF THE INTERNET OR DUE TO CHANGES IN LEGISLATION OR TECHNICAL RESTRICTIONS THAT LIMIT ACCESS TO OR FUNCTIONALITY OF THE EQUIPMENT, SOFTWARE, SERVICES, ALL HARDWARE, ACCESSORIES OR SIM CARDS. IN THE EVENT OF A CHANGE IN LAWS OR REGULATIONS IN ANY OF THE COUNTRIES IN WHICH THE CUSTOMER USES THE EQUIPMENT, SOFTWARE, SERVICES, ALL HARDWARE, ACCESSORIES OR SIM CARDS, INCLUDING CHANGES TO LAWS AND REGULATIONS ON CLOUD COMPUTING SERVICES, DATA PROTECTION AND PRIVACY LAWS, OR SOFTWARE AS A SERVICE, WHICH IMPACT PWFL’S ABILITY TO OFFER THE EQUIPMENT, SOFTWARE, SERVICES, ALL HARDWARE, ACCESSORIES OR SIM CARDS TO THE CUSTOMER, THE CUSTOMER ACCEPTS THAT PWFL MAY LIMIT THE AVAILABILITY OF THE EQUIPMENT, SOFTWARE, SERVICES, ALL HARDWARE, ACCESSORIES OR SIM CARDS IN A MANNER TO BE DETERMINED IN PWFL’S SOLE DISCRETION, AND THE CUSTOMER HEREBY RELEASES THE PWFL AND ITS AFFILIATES FROM ANY LIABILITY RELATING TO SUCH LIMITATION.

      WITH REGARDS TO PANIC ALERTS, IT IS SPECIFICALLY RECORDED AND AGREED THAT THE CUSTOMER WILL BE SOLELY RESPONSIBLE TO CONDUCT ROUTINE CHECKS IN ORDER TO ENSURE THAT THE PANIC ALERTS ARE IN WORKING ORDER ON A CONTINUOUS BASIS.

      CUSTOMER ACKNOWLEDGES IN PARTICULAR THAT IN PROVIDING THE EQUIPMENT, SOFTWARE, SERVICES, ALL HARDWARE, ACCESSORIES OR SIM CARDS PWFL RELIES FOR THE TRANSMISSION OF PANIC ALERTS AND OTHER NOTIFICATIONS UPON SERVICES INCLUDING SATELLITE SERVICES AND THE LIKE OVER WHICH PWFL HAS NO CONTROL AND WHICH ARE PROVIDED BY THIRD PARTIES. CUSTOMER AGREES THAT IN ANY EVENT PWFL AND ITS AFFILIATES SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY IN THE TRANSMISSION OF PANIC ALERTS OR NOTIFICATIONS ARISING FROM OR CONNECTED TO THE USE OF SUCH THIRD PARTY SERVICES.

      CUSTOMER ACKNOWLEDGES AND AGREES WITH RESPECT TO THE USE OF THE EQUIPMENT, SERVICES AND/OR SOFTWARE:



      1. EQUIPMENT MAY CONSIST OF CAMERAS, WARNING LIGHTS, AND AN ALARM TO IDENTIFY THE PRESENCE OF PEDESTRIANS, VEHICLES, AND OTHER OBSTACLES THAT ARE IN THE TRAVEL PATH OF AN ASSET WHILE THAT ASSET IS MOVING. IF THE EQUIPMENT, SERVICES AND/OR SOFTWARE CONTAIN FUNCTIONALITY THAT MAY REDUCE ASSET SPEED IF AN OBSTACLE IS DETECTED IN THE PATH OF THE ASSET. CUSTOMER ACKNOWLEDGES THAT PWFL MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE EQUIPMENT, SERVICES AND/OR SOFTWARE WILL PREVENT AN ACCIDENT OR INJURY. CUSTOMER IS SOLELY RESPONSIBLE FOR TRAINING ITS PERSONNEL IN THE SAFE HANDLING OF ASSETS AND EQUIPMENT AND ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR THE ACTIONS OF ITS USERS AND PERSONNEL.

      2. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE EQUIPMENT, SERVICES AND/OR SOFTWARE ARE A DRIVER AID ONLY. IT IS NOT A SUBSTITUTE FOR A SAFE, CONSCIENTIOUS DRIVER. IT CANNOT COMPENSATE FOR A DRIVER THAT IS DISTRACTED, INATTENTIVE OR IMPAIRED BY FATIGUE, DRUGS OR ALCOHOL. WHETHER THE EQUIPMENT, SERVICES AND/OR SOFTWARE ARE IN USE OR NOT, THE DRIVER IS RESPONSIBLE TO AVOID ACCIDENTS. CUSTOMER’S USERS SHOULD NEVER WAIT FOR THE EQUIPMENT, SERVICES AND/OR SOFTWARE TO PROVIDE A WARNING BEFORE TAKING MEASURES TO AVOID AN ACCIDENT. FAILURE TO DO SO CAN RESULT IN SERIOUS PERSONAL INJURY OR DEATH OR SEVERE PROPERTY DAMAGE, AND PWFL AND ITS AFFILIATES DISCLAIM ANY AND ALL LIABILITY RELATING TO ANY SUCH ACTIONS. CUSTOMER AGREES TO PROVIDE THE FOREGOING WARNING TO ITS USERS AND INDIVIDUALS USING ASSETS THE UTILIZE THE EQUIPMENT, SERVICES AND/OR SOFTWARE AND TO REGULARLY WARN AND INSTRUCT ALL DRIVERS INDIVIDUALS USING ASSETS THE UTILIZE THE EQUIPMENT, SERVICES AND/OR SOFTWARE ON PROPER USE OF THE EQUIPMENT, SERVICES AND/OR SOFTWARE.

23. TERMINATION

    1. Either Party may terminate this Agreement (including any or all of the related Orders), effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach. A breach by Customer of Section 24 shall be deemed to be a material breach which is ) is incapable of cure.

    2. Either Party shall be entitled to immediately terminate the Agreement (including any or all of the related Orders), by giving written notice to the other Party if the other Party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay its debts as they become due; (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

    3. In the event that the Agreement or any or all Order(s) is terminated by PWFL in accordance with the Agreement, or where Customer purports or attempts to terminate the Agreement or any or all Order(s) in whole or in part in violation of this Agreement, all of Customer's outstanding payment obligations under each applicable Order(s) for the remainder of each of their respective Order Term(s) shall be accelerated to become immediately due and payable (“Early Termination Fee”) and the Parties intend that the Early Termination Fee constitutes compensation, and not a penalty. The parties acknowledge and agree that the Customer's harm caused by PWFL (and its Authorized Reseller, as the context requires) having to terminate the Agreement early would be impossible or very difficult to accurately estimate, and that the Early Termination Fee is a reasonable estimate of the anticipated or actual harm of loss revenue that might arise from such termination provided that Customer's payment of the Early Termination Fee shall not prejudice any other recourse available to PWFL (and its Authorized Reseller, as the context requires) under applicable law in such circumstances.

    4. In the event that the Agreement or any or all Order(s) expire or are terminated in accordance with this Section 23, Customer shall immediately discontinue use of the Services, Third Party Services, and Bundled Equipment and, without limiting Customer's obligations under Section 17, Customer shall delete, destroy, or return all copies of the PWFL’s Confidential Information and upon request certify all of the foregoing in writing to PWFL.

24. COMPLIANCE WITH LAWS

    1. Customer shall ensure that its use of the Services and Equipment is lawful under applicable law, and that it has obtained all necessary licenses, approvals and consents necessary for it to do so.

    2. The Parties shall each comply with laws pertaining to their respective obligations under this Agreement regarding the Anti-Bribery Act, the United States Foreign Corrupt Practices Act and any other similar bribery, fraud, kickback, or other similar anti-corruption law, export control laws and regulations administered any other relevant country.

    3. The Parties shall at all times remain in compliance with all sanctions and export control laws and regulations administered by the U.S. Office of Foreign Assets Control and/or the Bureau of Industry and Security and shall not cause any of the other parties to be in violation of any such sanctions or export control law or regulation. The Parties shall not engage in any business or dealings with any embargoed countries, blocked or sanctioned persons, or individuals or entities listed as a sanctions target by the USA, the United Kingdom, European Union or any other relevant country’s legislation (including facilitating transactions with third parties that involve embargoed countries, blocked or sanctioned persons or entities).

    4. Customer hereby agrees to indemnify and hold PWFL Indemnified Parties harmless from and against any and all claims, losses, fines, demands, and/or any liabilities suffered or incurred by the other Party arising directly or indirectly out of any breach of any obligations under this Section 24.

25. RELATIONSHIP TO AUTHORIZED RESELLERS

    1. Notwithstanding anything to the contrary in these Master Terms, the below shall apply if Customer purchased a right to access and use the Services from an Authorized Reseller:

      1. In addition to the Authorized Reseller Agreement (in which case the Authorized Reseller, and not PWFL shall be liable to Customer for any such terms and conditions contained therein), the terms and conditions of these Master Terms govern as between Customer and PWFL, Customer's access and use and PWFL's provision of the Services. Customer expressly acknowledges and agrees that PWFL, Authorized Resellers, suppliers, licensors, and/or each of the forgoing’s respective agents and contractors may transfer Customer Data amongst themselves as necessary for the purpose of the provision and management of the Services;

      2. an Authorized Reseller may charge, bill, and collect fees from Customer in the amounts stated in and in accordance with the Authorized Reseller Agreement and, if Customer is billed by an Authorized Reseller for some or all of the Fees, costs or charges associated with the Services, Purchased Equipment or other services Customer shall pay the Authorized Reseller in accordance with the Authorized Reseller Agreement;

      3. if PWFL receives notice from such Authorized Reseller that it has terminated or suspended its relationship with Customer, PWFL may suspend and/or terminate Customer's right to access and use the Services, any other services provided by PWFL and/or the Agreement without notice and without any liability to Customer. In addition, PWFL may suspend and/or terminate the Services, any other services provided by PWFL and/or the Agreement without notice and without liability upon receipt of notice from Authorized Reseller that Customer has failed to pay amounts due, or is otherwise is in default to the Authorized Reseller and/or PWFL including with respect to any manner pertaining to the Services, Purchased Equipment any other services provided by PWFL, the Agreement or the Authorized Reseller Agreement.

26. GENERAL

    1. All notices and communications shall be in writing in the English language and shall be deemed to have been given upon the earlier of actual receipt or: (i) when delivered by hand (providing proof of delivery); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (iii) on the date sent by email if sent during normal business hours of the recipient, and on the next business day of the recipient if sent after the normal business hours of the recipient provided in each case there is an acknowledgment from the intended recipient (such as by the “read receipt” function, as available, return email or other form of written acknowledgment). Such communications must be sent to the respective Parties at the addresses identified in the Order provided that PWFL may send notices pursuant to the Agreement to Customer’s physical address or email address as each is provided by Customer on the Order and Customer shall at all times also send a copy of any notices pursuant to the Agreement to inhouselegal@powerfleet.com.

    2. PWFL shall, without the consent of Customer, be entitled to sell, pledge, transfer, assign and/or re-assign all or any of PWFL’s rights under this Agreement (including under any Order(s)) to any third party. Customer shall not be entitled to transfer, sell, pledge, assign and/or re-assign all or any of its rights and obligations under this Agreement without prior written consent of PWFL.

    3. In no event will PWFL be in breach of the Agreement or liable including for non-performance or damages from any circumstances beyond PWFL's reasonable control, including without limitation acts of God, flood, fire, natural disasters, power outages, cybercrime, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the effective date of the Agreement, national or regional emergency, pandemic, epidemic, strikes, labour stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including changing of laws, imposing an embargo, tariffs, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or delays or disruptions by third parties (including without limitation, communications providers or third-party service providers) ("Force Majeure Event").

    4. The Agreement and all matters or disputes arising out of or relating to the Agreement or its subject matter or formation or the access and use of the Services (including any and all non-contractual disputes or claims) and/or Equipment, whether sounding in contract, tort, or statute, shall be governed by and construed in accordance with the laws of the applicable jurisdiction set out in the below table. The Parties irrevocably agree that the applicable courts of as set out in the below table shall have the exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Agreement or its subject matter or formation or the access and use of the Services (including any and all non-contractual disputes or claims) and/or Equipment but this shall not prevent either Party enforcing any judgement of the applicable courts listed in the below table in any other court of competent jurisdiction in any other relevant territory. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The Parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form.

      If the PWFL Contracting Entity is: Customer’s billing address location is: Governing Law is: Forum is:

      Complete Innovations USA Inc; or

      ID Systems Inc.; or

      MiX Telematics North America Inc

      United States

      The laws of the State of Delaware and the federal laws of the United States of America

      The courts of the State of Delaware

      Complete Innovations Inc

      Canada

      The laws of the Province of Ontario, and the federal laws of Canada applicable therein

      The courts of the Province of Ontario



    5. To the extent permitted by applicable law, Customer agrees that any proceedings to resolve any dispute arising from or relating to this Agreement or its subject matter or Customer’s use of the Services or Equipment in any forum will be conducted solely on an individual basis and not as a class action, consolidated action, private attorney general action, or other representative action and Customer expressly waives its right to file a class action, participate in a class action, or seek relief on a class basis.

    6. Customer acknowledges and agrees that a breach or threatened breach by Customer of the Agreement including any of its obligations under Section 15 and 17 or would cause PWFL and its Affiliates irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, PWFL will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

    7. No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of a right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of a right or remedy.

    8. The Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter of the Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. THE PARTIES ACKNOWLEDGE AND AGREE THAT NO TERMS OR PROVISIONS OF ANY CUSTOMER PURCHASE ORDER, AGREEMENT, STATEMENT OF WORK OR OTHER DOCUMENT PROVIDED BY CUSTOMER WILL HAVE ANY EFFECT ON THE RIGHTS, DUTIES OR OBLIGATIONS OF THE PARTIES AND ARE HEREBY REJECTED BY PWFL.

    9. Each Party warrants to the other Party that, in entering into this Agreement it does not rely on any statement, representation, assurance or warranty of any person (whether a Party to this Agreement or not) other than as expressly set out in this Agreement and any incorporated documents.

    10. Customer acknowledges and agrees that PWFL has the right, in PWFL’S sole discretion, to modify the Agreement from time to time, and that modified terms become effective upon posting. Customer will be notified of modifications through notifications or posts on www.powerfleet.com or www.powerfleet.com/legal or via a revised clickthrough agreement within the Services or via direct email communication from PWFL to the email address provided by Customer on the relevant Order. Customer is responsible for reviewing and becoming familiar with any such modifications. Customer’s continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.

    11. In the event of any inconsistency or conflict between the terms and conditions in the Agreement, the following order of precedence governs: (i) Third Party Terms (ii) Data Processing Addendum (iii) Order(s) executed between the Parties (iv) Master Terms; (vi) Equipment Warranty; (vii) Customer Self Installation Addendum and (viii) any other documents incorporated by reference in the Order.

    12. Except for, and without prejudice to, PWFL’s right to modify the Agreement pursuant to Section 26.10, the Parties agree to work in good faith to attempt to execute such further documents and to perform such further acts, from time to time, as may be necessary or desirable to give full effect to the letter and spirit of the Agreement and any such changes must be authorized and agreed upon by both Parties and documented as amendments to this Agreement.

    13. If a provision of the Agreement is or becomes illegal, invalid, or unenforceable, that shall not affect the validity or enforceability of any other provision in the Agreement.

    14. All provisions regarding indemnification obligations, warranty and warranty disclaimers, limitation of liability, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of the Agreement, as well as provisions that provide for their survival. Notwithstanding the aforementioned, any rights and obligations which by their context should survive the termination or expiration of the Agreement shall survive termination or expiration of the Agreement.

    15. The relationship between the Parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

    16. The Agreement is in the English language only which language shall be controlling in all respects.

    17. Where the Customer is the US Government, the Software, Services, Equipment and each of their respective documentation are a “commercial item” as that term is defined at FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are defined in FAR 12.212, and is provided to the U.S. Government only as a commercial end item. Government customers and their end users acquire the rights set out in the Agreement for the Software, Services, Equipment and each of their respective documentation consistent with: (i) for acquisition by or on behalf of civilian agencies, the terms set forth in FAR12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, the terms set forth in DFARS 227.7202. Use of the Software, Services, Equipment and each of their respective documentation is further restricted by the terms and conditions of the Agreement.



[END OF MASTER TERMS]


Last Updated: May 5th, 2025

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