Third Party Terms

These Third Party Terms are incorporated into, supplement and form an integral part of the Master Terms and Conditions for the Supply of Services and Equipment, located at www.powerfleet.com/legal/masterterms/ or its successor website, which may be amended from time to time in PWFL's sole discretion (“Master Terms”) under which PWFL has agreed to provide the Services (as defined in the Master Terms) to Customer.

Capitalized terms not defined herein shall have the meaning given in the Master Terms.

Customer acknowledges and agrees that PWFL has the right, in PWFL’s sole discretion, to modify these Third Party Terms 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/legal or www.powerfleet.com or their respective successor website(s), which may be amended from time to time in PWFL's sole discretion, or via direct email communication from PWFL or or via a revised clickthrough agreement within the Services. 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.

1. GOOGLE MAPS

Customer acknowledges that the Services utilize Third Party Services from Google and Customer hereby accepts and agrees to be bound by the following terms and conditions: (i) the Google Terms of Service, (ii) the Google Maps/Google Earth Additional Terms of Service , (iii) the Google Maps/Google Earth Legal Notices , and (iv) the Google Privacy Policy, or the relevant terms their successor website(s), which may be amended from time to time.

2. HERE DATA

Customer acknowledges that the Services utilize Third Party Services from HERE and therefore Customer hereby accepts and agrees to be bound by the following terms and conditions: HERE End-user License Terms, or its successor website, which may be amended from time to time.

3. OEM TERMS

If Customer is using the Services in conjunction with a specific Third Party Data Provider listed below, then the following additional terms apply:

Customer hereby acknowledges and agrees that the foregoing consent shall continue to apply unless and until Customer deactivates Connected Services for the applicable Toyota Program Vehicles by notifying Toyota as provided in Toyota’s Connected Services Privacy Notice (or by such other process as may be agreed by Customer and Toyota from time to time). Customer shall notify Toyota immediately upon the sale or other transfer of a Toyota Program Vehicle and Customer acknowledges and agrees that if Customer does not notify Toyota immediately upon a sale or transfer of a Toyota Program Vehicle, Toyota may continue to send reports or other information about the Asset or account to Customer’s contact information currently on file with Toyota. In such case, Toyota shall not be responsible for any privacy-related damages that Customer may suffer.

Customer hereby further consents to the provision by Toyota and its Affiliates of vehicle telematics data generated by the Toyota Program Vehicles to PWFL and PWFL’s relevant licensors and suppliers, and to PWFL and PWFL’s relevant licensors and supplier’s communications with Toyota and its Affiliates regarding the access, provisioning, and operations of such telematics data. The foregoing consent is granted until the earlier of (i) the expiration or termination of the data services agreement between Toyota and PWFL or PWFL’s relevant licensors and suppliers, as the context requires, and (ii) ten (10) days after Customer’s written notice to Toyota of revocation of such consent identifying the applicable Toyota Program Vehicle(s) by Vehicle Identification Number. Customer acknowledges and agrees that, until the foregoing consent is terminated by Customer with respect to the applicable Toyota Program Vehicles, Toyota may continue to provide telematics data regarding such Assets to PWFL and PWFL’s relevant licensors and suppliers, and Toyota is not responsible for any privacy-related damages that Customer may suffer as a result of any failure by Customer to timely terminate such consent.

Customer shall (i) indemnify, hold harmless and defend Toyota and its Affiliates for any breach of its obligations to obtain and comply with these Toyota OEM Terms and to comply with law as provided in the section above, for any third party claims arising from Customer’s use of data from such Toyota Program Vehicle or PWFL or PWFL’s relevant licensors and suppliers and for any claims brought by drivers or lessees of such Toyota Program Vehicle arising from Toyota’s collection, use or disclosure to PWFL or PWFL’s relevant licensors and suppliers of such data; and (ii) name Toyota and its Affiliates as intended third party beneficiaries of the foregoing provisions with rights to enforce such provisions.

All notices related to this consent shall be given in writing, and shall be either given electronically in accordance with advance written instructions provided jointly by Toyota and PWFL or personally delivered or sent by receipted overnight courier or registered or certified mail (return receipt requested) to the address set forth at the top of the relevant Order for Customer and PWFL, and to the address set forth below for Toyota. All such notices shall be effective upon receipt or refusal thereof. Notice addresses may be changed by written notice given as provided herein.

TOYOTA CONTACT INFO FOR NOTICES:

Toyota Motor North America, Inc. 6565 Headquarters Drive
Plano, Texas 75024
Attention: Mark McClung, Connected Strategy and Business Development

With a concurrent copy to:
Toyota Motor North America, Inc. 6565 Headquarters Drive
Plano, Texas 75024 Attention: General Counsel.

4. VISION™

Vision™ Consent, Disclaimer and Limitation of Liability.

The Services may include a Third Party Service known as Vision™ (“Vision”). If Vision is activated by Customer, then Customer hereby consents to the collection, storage and use of Customer Data and specifically including the video data collected through the use of Vision as described in the Documentation by LightMetrics, Inc. (“LightMetrics”), PWFL’s licensor of the Vision software. With respect to Customer Data, PWFL is the data processor and LightMetrics is the sub-processor and PWFL shall cause LightMetrics to collect, store and use Customer’s Customer Data in accordance with Customer’s instructions.

IN ADDITION, THE FOLLOWING DISCLAIMERS AND LIMITATIONS ON PWFL AND ITS LICENSOR’S LIABILITY APPLY:

• VISION IS ONLY MEANT TO AID AND AUGMENT THE ASSET OPERATOR’S OWN SKILL AND ATTENTION WHEN DRIVING AN ASSET.
  
  
• VISION’S PRIMARY FUNCTION IS TO ALERT THE ASSET OPERATOR TO CERTAIN EVENTS DESCRIBED IN THE DOCUMENTATION AND ACCORDINGLY, DOES NOT REPLACE THE ASSET OPERATOR’S REQUIREMENT TO BE ATTENTIVE TO THE SURROUNDING TRAFFIC CONDITIONS, AND DRIVE IN A LEGAL AND RESPONSIBLE MANNER WITHOUT ANY DISTRACTION OF ANY SORT.
  
  
• IT IS EXPECTED THAT THE ASSET OPERATORS DO NOT RELY ON THE VISION WARNINGS AS A SUBSTITUTE FOR THEIR OWN JUDGEMENT AND ATTENTION. CERTAIN FEATURES MAY NOT WORK IN SITUATIONS SUCH AS: (A) WHERE VISIBILITY IS CHALLENGING DUE TO PREVAILING WEATHER CONDITIONS; (B) LANES NOT BEING CLEARLY MARKED OR VISIBLE; (C) WHEN THE ASSET IS FOLLOWING A VEHICLE OTHER THAN CARS, BUSES OR TRUCKS; (D) WHEN THE CAMERA'S FIELD OF VIEW IS OCCLUDED; (E) DEGRADATION OF WIFI OR OTHER NETWORK CONNECTION BETWEEN CAMERA AND MOBILE DEVICE; AND/OR (F) CHANGES IN CAMERA ORIENTATION POST-INSTALLATION.
  
  
• SAVE AS OTHERWISE EXPRESSLY PROVIDED HEREIN, UNDER NO CIRCUMSTANCES WILL PWFL OR ITS LICENSORS (INCLUDING LIGHTMETRICS) BE RESPONSIBLE FOR ANY DAMAGES OR LIABILITIES WHATSOEVER THAT ARISE ON ACCOUNT OF AN ASSET OPERATOR’S USE OF VISION.
  
  

5. BIG ROAD FREIGHT™

The Services may include a Third Party Service known as Big Road Freight™ (“Big Road”). If Big Road is activated by Customer then Customer hereby consents to the additional collection, storage and use of the Customer Data through the use of Big Road by FleetRover, Inc, PWFL’s licensor of the Big Road software, and in accordance with the Master Terms and the Big Road specific privacy policy located at https://www.bigroad.com/privacy, or its successor website, which may be amended from time to time in PWFL's sole discretion.

Big Road contains links to other websites and applications provided by independent third parties (“Third Party Sites”). Where possible, BigRoad will make clear where such links are being made, though Third Party Sites may be co-branded with BigRoad and include the BigRoad trademark.

CUSTOMER ACKNOWLEDGES THAT PWFL HAS NO AUTHORITY OR CONTROL WHATSOEVER OVER THIRD PARTY SITES, AND IS NOT RESPONSIBLE FOR THE AVAILABILITY OR CONTENT OF THIRD PARTY SITES AND WILL NOT BE A PARTY TO, OR LIABLE OR RESPONSIBLE IN ANY WAY FOR, ANY INFORMATION, DECLARATION, MISREPRESENTATIONS, ERRORS, OMISSIONS OR ANY TRANSACTION CONCERNING GOODS OR SERVICES AVAILABLE FROM SUCH THIRD PARTY SITES, AND CUSTOMER’S RIGHTS AND OBLIGATIONS WILL SOLELY DEPEND UPON THE TERMS AND CONDITIONS STATED IN SUCH THIRD PARTY SITES.

6. WIRELESS SERVICES

Solely to the extent PWFL independently contracts directly with, and utilizes, a Network Operator in the provision of the Services to Customer, Customer hereby acknowledges, agrees and consents to the following:

CUSTOMER UNDERSTANDS AND AGREES THAT: (1) IT HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING NETWORK OPERATOR; (2) IT IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CUSTOMER AND THE NETWORK OPERATOR; (3) THE UNDERLYING CARRIER HAS NO LIABILITY OF ANY KIND TO CUSTOMER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE; (4) MESSAGES OR DATA TRANSMISSIONS MAY BE DELAYED, DELETED OR NOT DELIVERED, AND 911 CALLS MAY NOT BE COMPLETED; AND, (5) THE NETWORK OPERATOR CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES

For the avoidance of doubt, this Section 6 will not apply where Customer contracts directly with a Network Operator for use of telecommunications services with the Services.

7. IRIDIUM SATELLITE COMMUNICATION SERVICES

If the Services include Iridium Satellite Communications’ services (“Satellite Services”) then the below additional terms and conditions will also apply:

Customer will waive any right to make any claim against Iridium (the supplier of the Iridium SBD satellite communication services) and / or PWFL for losses, damages, liabilities, judgments, fines, amounts paid in settlement, expenses and costs of defence sustained by reason of any unavailability, delay, faultiness or failure of the facilities or the Iridium communications system, services, and products to be provided by Iridium hereunder that result from any past, present or future claim, demand, suit, action or proceeding brought or initiated by a third party, including, without limitation, actions by any national, state, or local governmental authority; and further, that such agreement shall be consistent with the waiver language above.

To enable the provision of the Satellite Services, the Customer must have a compatible PWFL on-board computer (as determined by PWFL and only purchased from PWFL by the Customer), an approved satellite modem used to communicate on the Iridium SBD satellite network and compatible with the PWFL on-board computer product range (“Satellite Modem”) installed and correctly configured in the Customer Asset.

Customer must notify PWFL without delay if Customer becomes aware that a Satellite Modem has been lost, stolen or rendered unserviceable due to damage, or has been misused in any way. At the time that PWFL becomes aware of such an instance, PWFL shall as soon as practicable suspend or deactivate all or part of the Satellite Services.

PWFL will provide the Satellite Services, and the Customer will pay the associated Satellite Services fees in respect of each Satellite Service from the date of each activation, in arrears, until the provision of Satellite Services is terminated.

All messages are individually rated and a minimum billable message size of 10 bytes is applicable. Each service plan provides a defined allowance of bytes per calendar month and all unused bytes are forfeited at the end of the calendar month.
The first payment will be invoiced on the first day of the month after the date of activation with respect to each Satellite Service, which shall be a pro rata share of the monthly service plan fee in respect of the preceding calendar month from the date of activation and any other applicable fees.

Customer may request an upgrade or downgrade between service plans in respect of a particular Satellite Service subject to a maximum of one change per calendar month (which shall attract an activation fee). Customer shall be obliged to pay the Satellite Service fees, notwithstanding the fact that all or part of the Satellite Service has been interrupted or otherwise has not been rendered to it on a continuous basis at any time during the duration of that Satellite Service.

PWFL may change the Satellite Services fees at its discretion upon thirty (30) days’ prior written notice to Customer, in which case the new Satellite Services fees will become effective at the end of such notice period.