End User License Agreement

THIS IS A LICENSE AGREEMENT FOR USE OF THE TELETRAC NAVMAN ONLINE AVL AND RELATED SOFTWARE PRODUCTS, INCLUDING RELATED CONTENT, ANY ASSOCIATED MEDIA AND EXPLANATORY DOCUMENTATION PROVIDED IN CONNECTION WITH THE SOFTWARE (COLLECTIVELY, THE “SOFTWARE”).  IN THIS LICENCE, “SERVICES” MEANS SERVICES PROVIDED BY TELETRAC NAVMAN AND USED BY CUSTOMER (AND INCLUDES SOFTWARE).

THIS END USER LICENCE APPLIES WHERE YOU DO NOT HAVE A DIRECT CONTRACTUAL ARRANGEMENT WITH TELETRAC NAVMAN FOR THE USE OF THE SOFTWARE AND YOU HAVE CONTRACTED TO RECEIVE THE SOFTWARE THROUGH A THIRD PARTY SUPPLIER (“SUPPLIER”).  THIS LICENCE APPLIES BETWEEN YOU AND TELETRAC NAVMAN IN RESPECT OF THE TELETRAC NAVMAN SOFTWARE AND SERVICES THAT YOU RECEIVE UNDER THE CONTRACT WITH YOUR SUPPLIER.

BY INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU (“CUSTOMER”) ACCEPT AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST PROMPTLY RETURN THE SOFTWARE, ALONG WITH ALL OTHER ACCOMPANYING ITEMS, TO TELETRAC NAVMAN OR YOUR SUPPLIER.

1.    You have the non-exclusive and non-transferable right to access and use the Software subject to the terms of this licence for the period of your agreement with your Supplier.  You grant Teletrac Navman a worldwide license to host, copy, transmit and display its data inputted into the Software and/or created by using the Services. 
2.    The Software includes software components, map data and related services licensed to Teletrac Navman by various entities (collectively, "Teletrac Navman's Licensors") and is provided with restricted rights. The Software is a proprietary product of, and constitutes copyright of Teletrac Navman and Teletrac Navman's Licensors.  All Teletrac Navman’s rights are reserved under the copyright laws of the country in which Teletrac Navman is resident, and international treaty.  For the purposes of any public disclosure provision under any federal, state, or local law, it is agreed that the Software is a trade secret and a proprietary commercial product and not subject to disclosure.   
3.    All right, title and interest in and to the Software and all copies and duplicates thereof, and all related copyrights, trademarks, trade names, trade secrets rights and other intellectual property and proprietary rights and interests, are vested and remain in Teletrac Navman and Teletrac Navman's Licensors. Customer hereby grants to Teletrac Navman and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by it relating to the operation of the Services. Comments or feedback submitted by Customer to Teletrac Navman about, through or in connection with the Services shall become the property of Teletrac Navman and by sending such feedback, Customer agrees to a no-charge assignment to Teletrac Navman of all right, title and interest in copyrights and other intellectual property rights on a worldwide basis in and to such feedback, and, whether or not such assignments are effective, Customer agrees that Teletrac Navman is free to use any ideas, concepts, know-how or techniques that are sent to Teletrac Navman by Customer for any purpose on an unrestricted basis.
4.    Notwithstanding delivery to the Customer and access to and/or use by the Customer of the Software, Teletrac Navman and Teletrac Navman’s Licensors retain the legal and beneficial ownership of the Software. Teletrac Navman is not transferring title or any ownership rights in Software to the Customer, and Teletrac Navman reserves all rights not expressly granted under this licence. 
5.    Customer shall not derive or attempt to derive the source code or structure of the Software by reverse engineering, disassembly, decompilation or other means.  Customer shall not decompile, disassemble, reverse engineer, port, translate, modify, copy, transfer, or make derivative works of the Software or attempt to gain unauthorized access to the Software or its related systems or networks.  The Software and all materials and knowledge related thereto is obtained by the Customer and its employees and representatives in confidence and shall not be duplicated or disclosed or published by any such persons in any form, or reproduced, transcribed, imitated or simulated.  The Customer shall take all reasonable steps to ensure it does not transmit worms or viruses or any code of a destructive nature that may affect the Software or any Teletrac Navman products or services, or use any of them, for inappropriate and/or illegal purposes.  
6.    Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Software and notify Teletrac Navman promptly of any such unauthorized access or use. Customer agrees not to give or make available its usernames or passwords for the Software to any unauthorized individuals and remains responsible for all access to the Services via its usernames and passwords, even if not authorized by Customer. If Customer believes that a password or other means to access the Software has been lost or stolen or that an unauthorized person has or may attempt to use the Software, Customer must immediately notify Teletrac Navman.
7.    Map data used by the Software and provided by Teletrac Navman’s Licensors is subject to terms listed at http://maps.google.com/help/terms_maps.html and for some more advanced Teletrac Navman services at https://legal.here.com/en/terms/eula/us, https://legal.here.com/en/terms/serviceterms/us/ and https://legal.here.com/en/privacy/policy/us/.  Customer agrees to be bound, as an end user, by the above terms.

8.    Notwithstanding anything in your agreement with your Supplier:
(a)    Teletrac Navman does not warrant any connection, transmission over, security of or results from the use of any information provided (or omitted to be provided) in connection with the Software.  Availability or accuracy of information provided by the Software may become disrupted/degraded from time to time as a result of events such as, but not limited to, disruption to satellite signals, unavailability of mobile telephone services, disruptions to the internet or to Teletrac Navman’s servers, and computer failures, worms or viruses. Teletrac Navman will use reasonable efforts to minimize the effects of such disruptions or degradation of service to Customer, but will not be liable for any service disruptions or failure.
(b)    To the extent that Teletrac Navman provides access to information provided by other sources or Customer incorporates other information data sources into their use of the Software, Teletrac Navman accepts no liability for – and makes no warranties, express or implied, with respect to – this information, its content, quality or its continued provision.
(c)    To the extent that Teletrac Navman provides hypertext links to sites on the internet that are operated by other persons, Teletrac Navman takes no responsibility for and gives no guarantees or representation in respect of these sites.
(d)    Where the Software includes Third Party Data Integration Software (TPDIS), Customer warrants that it has the necessary consent and authority from the relevant third party to provide Teletrac Navman unrestricted access to the data from, and to integrate with, the relevant third party systems and acknowledges that the information displayed as a result is dependent on the existence and access to the TPDIS systems which may or may not change and/or be available at any time. Customer grants Teletrac Navman a license to use all data incorporated into the TPIDS.
(e)    Customer is responsible for all use of the Software including any usernames or passwords registered by or allocated to Customer, and Customer is responsible for protecting and securing its usernames and passwords from unauthorized use.

Service-Specific Disclaimers 

Notwithstanding anything in your agreement with your Supplier:

Messaging and Navigation Indemnification.  Where a Teletrac Navman MDT, MNAV, or other good or system permits an operator of a vehicle to originate or receive messages or other messages while starting, stopping, or in motion, Customer will cause its personnel to use the Services in a safe manner, giving due attention to the operation of equipment and avoiding any distraction caused by any such message.

Remote Disabling Capability; Indemnification.  Some goods and/or Services supplied by Teletrac Navman may incorporate a remote disabling feature that permits Customer or its agents to disable the starter of a vehicle or otherwise immobilize such vehicle.  Customer will indemnify, defend, and hold harmless Teletrac Navman and its equityholders, managers, directors, officers, employees, agents, and affiliates from and against any third-party claim, suit, or action that arises out of, or relates to, any disabling of any vehicle that Customer, initiates or approves, or to which Customer acquiesces.

Panic Button.  Some goods and/or Services supplied by Teletrac Navman may incorporate a feature that permits an operator or other person to transmit a distress message or similar message.  Teletrac Navman makes no representation or warranty that any such message will be received or have any particular effect or result.  The Services are not a substitute for other means of obtaining police, fire, medical, or other assistance.  Customer will indemnify, defend, and hold harmless Teletrac Navman and its equityholders, managers, directors, officers, employees, agents, and affiliates from and against any third-party claim, suit, or action that arises out of, or relates to, any use of, or reliance upon, any such feature.

Lone or Isolated Worker.  Teletrac Navman makes no representation or warranty that the Services or any other good, service, or software of Teletrac Navman or any other person will permit any person or persons to operate safely in isolation from other persons or from resources such as fuel, food, water, medical assistance, or other essential resources.  The Services are not a substitute for other means of obtaining police, fire, medical, or other assistance.  Customer will indemnify, defend, and hold harmless Teletrac Navman and its equityholders, managers, directors, officers, employees, agents, and affiliates from and against any third-party claim, suit, or action that arises out of, or relates to, any use of, or reliance upon, any such feature.

Access and Operation Restrictions.  In certain markets, some goods and/or Services supplied by Teletrac Navman may incorporate a feature that permits an operator or other person to prevent a person from starting or otherwise operating a vehicle or other device if the person does not have required credentials, identification, or other means of verifying identity, skill level, or other characteristics.  This may be accomplished through communication by the hardware with one or more databases of authorized users, which communication might or might not be available.  For example, an otherwise authorized user might be prevented from starting and/or operating a vehicle or other device if the hardware is out of a communications coverage area and has not received the user’s credentials or authorization.  This could result in, among other things, stranding of personnel or resources, inability to move vehicles or other equipment from a place of danger or from obstructing access to people, places, or things.  This could also result in the deletion of an authorized operator not being received by a hardware unit and the denied party continuing to be able to start or operate a vehicle or device after revocation of such authorization.  Customer should be sure that (a) all databases of users are duly and promptly updated, (b) any revisions to authorization information are transmitted while the hardware in the vehicle or other resource is in communication with the Services, and (c) alternative means of enabling access to, and starting and operation of, such vehicles or other items are available.  Customer will indemnify, defend, and hold harmless Teletrac Navman and its equityholders, managers, directors, officers, employees, agents, and affiliates from and against any third-party claim, suit, or action that arises out of, or relates to, any use of, or reliance upon, any such feature.

Incident Buffer.  While Teletrac Navman’s DCU and/or NavCAN and/or other goods or services might include incident recording capability, Teletrac Navman makes no representation or warranty that such functionality will record any particular incident or that the record, if any, of a particular incident, will be effective to support an insurance claim, recovery against a third party, or otherwise.

Temperature and Related Functionality.  Where the Services record or report temperature information, Teletrac Navman will have no liability for (a) any failure to notify Customer that goods are spoiled or might become spoiled or otherwise adversely affected by temperature, regardless of whether Customer or its agent(s) might have been able to remedy problem that caused spoilage or other adverse effect or (b) any failure of the Services to record – or otherwise constitute adequate proof for any purpose of – temperature maintenance.

Maintenance Functionality.  Where the Services provide alerts or notices that maintenance or remedial actions are required with respect to any equipment, device, or other good, Teletrac Navman will not be liable for any damage to any such equipment, device, or other good or any other failure of any equipment, device, or other good to be maintained.  This exclusion of liability excludes both liability associated with damage to the equipment, device, or other good itself and liability associated with the unavailability or failure of the equipment, device, or other good.

Alert Functionality.  Where the Services identify conditions associated with exceeding local speed limits, exceeding safe operating parameters, or similar events and give warnings with respect to the same, Teletrac Navman will have no liability for failure of the Services to identify such conditions and/or to issue such warnings.

TPDIS.  Teletrac Navman makes no representation or warranty that the data provided by Customer from any third party systems or source used for the purposes of TPDIS will be accurate, complete or available at all or that access to third party systems will be available or continuous.   Customer will indemnify, defend, and hold harmless Teletrac Navman and its equityholders, managers, directors, officers, employees, agents, and affiliates from and against any third-party claim, suit, or action that arises out of, or relates to, any use of, inaccuracy of, absence of, or reliance upon, any such data or interface with third party systems.

Vehicle Rollover Sensor.  Some goods and/or Services supplied by Teletrac Navman may incorporate a vehicle rollover sensor feature that identifies when a vehicle exhibits typical characteristics of a roll-over via the Software, but is not designed for use or authorised for use in and of itself as safety measure (preventative or otherwise), other than as a near or post incident alert.  Any such use as a safety measure is at Customer's sole risk. Customer will indemnify, defend, and hold harmless Teletrac Navman and its equityholders, managers, directors, officers, employees, agents, suppliers and affiliates from and against any third-party claim, suit, or action that arises out of, or relates to, use of this feature as a safety measure.  Users of vehicles and Customer remain at all times responsible for exercising due care whilst driving vehicles and observing all relevant laws and codes of safe driving.

Satcomms.  Customer acknowledges that the transmission and reception of satellite signals can be interrupted, distorted or otherwise adversely affected by the physical and geographic nature of the locality, the presence of buildings and other structures and features, natural and man-made radio interference and the effects of the atmosphere, and Customer shall not be entitled to make any claim against Teletrac Navman or any third party service provider where the Services is adversely affected by any of the preceding matters.  Connection, disconnection and reconnection of Satcomms devices may incur additional fees.  Teletrac Navman shall not be liable to Customer for any failure of the Services, howsoever caused (including, but not limited to, any failure of the Services resulting from the failure of any equipment or other services used by Customer) unless that failure is due to any gross negligence, fraud or wilful act or omission of Teletrac Navman.  

Third party apps.  Where Customer (or any of its personnel) requests Supplier to install and run on Teletrac Navman hardware any application that is not provided to Customer by Supplier (third party app), and Supplier agrees, the following terms apply:  (a) the third party app will not be supported by Supplier (and will not be updated by Supplier “over the air” or otherwise); (b) Supplier makes no warranty whatsoever that the third party app will run correctly or reliably on Teletrac Navman hardware (even if a previous, or subsequent, version of the third party app has, or does, run correctly and reliably); (c) Supplier may require the Customer to delete the third party app from the Teletrac Navman hardware and/or or render it non-functioning with the Software at any time without giving notice to Customer; (d) Customer is responsible for payment for the third party app and any upgrades to it, and for all data used by it; (e) Supplier will not be liable for any malfunction of, or adverse effect on, Teletrac Navman hardware or Software caused by the third party app; and (f) Customer will indemnify, defend, and hold harmless Teletrac Navman from and against any third-party claim, suit, or action that arises out of, or relates to, any use of, or reliance upon, any third party app.

Additional Customer insurance obligations.  Customer shall obtain, maintain, and provide written evidence thereof upon request, commercial general liability insurance as an occurrence basis with limits not less than the local currency equivalent of $1,000,000 per occurrence and an annual aggregate of not less than the local currency equivalent of $2,000,000 for property damage, injury or death to any number of persons if (i) any of the following feature sets are being used/purchased: Remote Disabling Capability; Panic Button; Lone or Isolated Worker or (ii) if Customer operates in the mining, energy or natural resources sectors.

Customer elects to install equipment.  If Customer chooses to install equipment itself, then (i) Customer agrees to indemnify, defend and hold harmless Teletrac Navman and its directors, officers, employees, agents and affiliates from and against any claim of any kind that arises out of, or relates to, Customer’s installation of any equipment; and (ii) risk of loss of or damage to the equipment transfers upon delivery of the units to Customer’s designated delivery address.

Satellite Airtime Plans and additional charges.  Customer agrees that it shall be liable to pay Teletrac Navman for all Additional Satellite Airtime Charges for data used by Customer over and above the Satellite Airtime Data Plan allowance included in the Satellite Airtime Plan applicable to the relevant Satcomms device.  Satellite Airtime Plan data allowances and applicable Additional Satellite Airtime Charges are set out in Table 1 below. Teletrac Navman will not, and will not be obliged to, notify Customer that it has exceeded, or is about to exceed, its applicable Satellite Airtime Plan data allowance.  

Table 1: Satellite Airtime Plan data allowances and Additional Satellite Airtime Charges