End-User License Agreement (“Agreement”)

Last updated: October 23, 2024

By clicking the “Login” button and/or by using the BlueArrow Fuel Solution (as defined below) you expressly acknowledge and agree that you, on behalf of yourself and your organization (the “Customer” or “you”), are entering into a legal agreement with BlueArrow Telematics Inc., (the “Company”, “we”, “us” or “our”) (each, a “Party” and collectively, the “Parties”), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this SaaS End User License Agreement (“Agreement”). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement, please do not use the Solution.

Terms and Conditions

BlueArrow will assign Customer, and Customer will be responsible for controlling username(s) and password(s) which permit Customer’s employees and independent contractors to access and use the Application. Customer must promptly notify BlueArrow of any unauthorized use of the username(s) or password(s) and shall be responsible for all use thereof prior to such notification. BlueArrow shall not be liable for any loss or damage arising from any unauthorized use of a username or password provided by Customer prior to Customer notifying BlueArrow of the unauthorized use. Customer shall not assign, transfer, or otherwise permit access to the Application except as expressly set forth herein.

1. CERTAIN DEFINED TERMS

1.1. Certain Defined Terms

1.1.1. As used in this Agreement: (a) “Services” means a service provider’s data collection and internet-based telematics services, together with any other services (including third party services) offered by BlueArrow; (b) “Application” means a service provider internet web site that allows Customer to receive and access data generated by the Services; and (c) “Subscription” means the monthly fee charged by BlueArrow for the subscribed Services.

2. SERVICES

2.1. General

2.1.1. These Terms and Conditions govern Customer’s use of the BlueArrow Fuel Application. From time to time, Customer may choose to subscribe for additional Services. Unless otherwise specified in writing, such Services shall be governed by these Terms and Conditions, together with any supplemental terms provided at the time of subscription

2.2. Access

2.2.1. BlueArrow will assign Customer, and Customer will be responsible for controlling username(s) and password(s) which permit Customer’s employees and independent contractors to access and use the Application. Customer must promptly notify BlueArrow of any unauthorized use of the username(s) or password(s) and shall be responsible for all use thereof prior to such notification. BlueArrow shall not be liable for any loss or damage arising from any unauthorized use of a username or password provided by Customer prior to Customer notifying BlueArrow of the unauthorized use. Customer shall not assign, transfer, or otherwise permit access to the Application except as expressly set forth herein.

2.3. Data Retention

2.3.1. Customer is solely responsible for establishing any long-term data retention and retrieval requirements. BlueArrow makes no guarantee that access to such data will be available after the expiration or termination of this Agreement.

3. TERM AND TERMINATION

3.1. Term

3.1.1. For and in consideration of engaging BlueArrow to provide the BlueArrow Fuel Services, you agree to subscribe to these Services for on a month-to-month basis until terminated by either party. The initial period and any renewals or extensions thereof are referred to herein as the “Term”. You agree that you or a representative are responsible for paying the agreed upon monthly fees for the Term.

3.2. Termination

3.2.1. Termination by End Customer. Customer may terminate the grant of rights to use the Software or the provision of services by ceasing use of the same and providing notice to Geotab and/or Customer’s reseller as applicable.

3.2.2. Effect of Termination. Upon any termination of this Agreement: (i) any and all rights granted to Customer under this Agreement shall immediately cease; (ii) Customer shall destroy, to the extent practicable, all copies of the Software in Customer’s possession or control; (iii) if so requested by BlueArrow Telematics, Customer shall certify in writing that all such copies of the Software in Customer’s possession or control have been destroyed; (iv) Customer shall cease all usage of the Solution;

3.1. Breach

3.1.1. The occurrence of any of the following is a material breach of the Agreement and shall allow the non-breaching party to terminate for cause upon notice, after the expiration of the applicable period of cure, if any: (i) Customer’s failure to pay all sums which Customer is obligated to pay within ten (10) calendar days of written notice that the sums are due; (ii) Customer’s use of Equipment, the Service or the Application in violation of the restrictions in any service provider’s end user agreement, when applicable; (iii) any event which would constitute a material breach of any other contract between Customer and BlueArrow, or with any third party, for any lease or financing of any Equipment or Service(s); (iv) any material breach under this Agreement by either party other than those listed above, which is not cured within 30 calendar days after the breaching party receives written notice of the breach; (v) Customer becomes insolvent or admits its inability to pay its debts generally as they become due; (c) Customer becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (vi) Customer is dissolved or liquidated or takes any corporate action for such purpose; (vii) Customer makes a general assignment for the benefit of creditors; or (viii) Customer has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

4. OTHER TERMS

4.1. License Restrictions

4.1.1. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of BlueArrow in the course of performing the Services shall be owned exclusively by BlueArrow. BlueArrow hereby grants Customer, for use during the Term only, a non-exclusive, non-transferable (except as set forth herein), license to use the Application and Services, solely in conjunction with use of Equipment installed on Customer’s vehicles. Customer shall not, or attempt to, reverse engineer or clone the Equipment or Application, and BlueArrow shall have the right to block Customer’s access to the Application and Services in the event that Customer’s use interferes with the operation and utilization of the Services by any other party, provided BlueArrow uses reasonable effort to provide advance notice and opportunity to cure. BlueArrow, and/or its licensors, expressly reserve and retain all right, title and interest in and to their respective proprietary information and materials, including but not limited to, all intellectual property rights not expressly granted hereunder.

4.2. Limitation of Liability; Exclusive Remedies

4.2.1. BlueArrow’s total entire liability and Customer’s sole and exclusive remedies for any damages arising from the performance of nonperformance under this Agreement total liability shall be limited to actual damages proven in an amount not to exceed the amount Customer paid for Service during the one (1) month period immediately prior to the date on which the claim is made.

4.2.2. IN NO EVENT SHALL BLUEARROW OR ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, NON-COMPENSATORY, INCIDENTAL, CONSEQUENTIAL PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA OR BUSINESS OPPORTUNITY OR OTHER INCIDENTAL DAMAGES ARISING OUT OF USE OR INABILITY TO USE ANY EQUIPMENT OR SERVICE, EVEN IF BLUEARROW OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY SET FORTH IN THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

4.2.3. Disclaimer of Warranties: EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH HEREIN OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE SERVICE PROVIDED UNDER THIS AGREEMENT IS PROVIDED “AS IS” AND THERE ARE NO OTHER WARRANTIES MADE BY BLUEARROW, EXPRESS, IMPLIED, OR ARISING OUT OF A COURSE OF DEALING, USAGE OR TRADE PRACTICE, INCLUDING, BUT NOT LIMITED TO NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BLUEARROW MAKES NO WARRANTY OR COMMITMENT HEREUNDER WITH RESPECT TO ANY EQUIPMENT OR HARDWARE; ANY SUCH WARRANTIES OR COMMITMENTS SHALL BE GOVERNED BY SEPARATE AGREEMENT BETWEEN CUSTOMER AND THE PROVIDER OF SUCH EQUIPMENT.

4.2.4. Indemnification: Customer shall indemnify BlueArrow, its successors and affiliates, and each of their respective officers, employees and agents against any and all losses, claims, damages or expense (including attorneys’ fees) arising out of or related to any and all losses, damages, claims, suits, expenses arising out of or related to this Agreement, any personal injury to or death of any person or persons, and any loss or damage of any property, or any interruption of services, which are caused by or claimed to have been caused by, directly or indirectly, the actions, inaction, negligent use, intentional misuse, or installation of the Equipment, the Services, or the Application by Customer, or Customer’s owners, officers, employees or independent contractors.

4.3. Choice of Law, Venue and Attorney Fees: This Agreement shall be governed by and construed under the laws of the State of North Carolina without reference to any conflict of laws provisions. All disputes arising under this Agreement will be heard only by a court of competent jurisdiction in Wake County, North Carolina and the parties hereby submit to the exclusive jurisdiction of such courts for the purpose of litigating such disputes. If either party commences an action arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover from the losing party reasonable attorneys’ fees and costs of suit.

4.4. Assignability: Neither this Agreement, nor any rights, duties nor interest herein shall be assigned, transferred, subcontracted or sub-licensed by Customer without the prior written consent of BlueArrow, not to be unreasonably withheld. Any such action without consent shall be void and shall constitute a material breach entitling BlueArrow to terminate this Agreement. Notwithstanding the foregoing, BlueArrow may condition its provision of Services to any transferee upon the approval of BlueArrow of transferee’s creditworthiness, and/or required upgrades of the equipment at transferee’s expense. Subject to this Section 4.4, this Agreement shall be binding on and inure to the benefit of any successors or assigns.

4.5. Severability: If any of the provisions of this Agreement are determined to be unenforceable, the enforceability of the remaining provisions shall not be affected or impaired in any way, and the parties shall substitute an enforceable provision for the affected provision, which approximates the intent and economic effect of the affected provision as closely as possible. The waiver by any party of a breach of any of the provisions of this Agreement shall not operate as a waiver of any other or subsequent breach.

4.6. Survivability: The following provisions shall survive any expiration or complete termination of this Agreement: 1.1 (Certain Defined Terms), 2.1.1 (Services – General), 2.3 (Data Retention), 3 (Term and Termination) and 4 (Other Terms) as stated in the Service Agreement.

4.7. Force Majeure: No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to BlueArrow hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of fifteen consecutive days following written notice given by it under this Section, either party may thereafter terminate this Agreement, provided, however that Customer shall remain subject to the provisions of Section 3.2.1.

4.8. Compliance Assurance: Customer understands that BlueArrow is subject to regulation by agencies of the United States government, which prohibit export or diversion of certain products to certain countries. Customer warrants that Customer will comply with BlueArrow guidelines relating to export compliance and will not export equipment outside of the United States without prior written approval of BlueArrow.

4.9. Entire Contract: This Agreement (including all exhibits, addendums. and schedules hereto, which are hereby incorporated by reference) comprises the entire understanding, agreement and representations of the parties concerning the subject matter hereof, and supersedes all prior writings, discussions, representations and understandings with respect thereto. Any additional terms or conditions; proposed by Customer, or contained in any purchase order of any payment instrument are rejected and shall be of no force and effect unless expressly agreed to in writing by BlueArrow. In order to be binding, any amendment or modification of any of the provisions of this Agreement must be in writing and signed by a duly authorized representative of each party. In the event of a conflict between the above terms and conditions and any written modification, the document later in time shall prevail.

4.10. Third Party Beneficiaries: There are no third-party beneficiaries to this Agreement.