VTS – MSA for Large Fleets

Version Number 11.0 – June 2021

This Vehicle Tracking Solutions® IntelliShift, which includes Silent Passenger, Master Services Agreement (the “Agreement”) contains the terms and conditions upon which Vehicle Tracking Solutions, LLC and its wholly-owned subsidiaries (“Vehicle Tracking Solutions” or “VTS”) grants to you (“Customer”) a limited license to use VTS’s fleet management service (the “Service” or the “Services”) In addition, this Agreement shall govern vehicle Equipment (as defined herein) installation services (the “Installation Services”) purchased or provided to you by VTS and subsequent orders placed for additional units or services (“Add-Ons”). The Services, Installation Services and Add-Ons shall collectively be referred to herein as the “VTS Offering”

Please read this Agreement carefully. By signing the “Vehicle Tracking Solutions Order Form”, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety. Please also note that this Agreement contains an auto-renewal provision.Terms and Conditions

1. SERVICES/WORK ORDERS

The details of the VTS Software System (as defined herein) subscription including the fleet quantities, price per unit and installation charges selected by Customer shall be specified in the applicable work order(s), each of which is incorporated herein by reference.  To the extent applicable, terms and conditions specific to each selected component of the VTS Offering and services provided with each such component, shall be set forth in Addendums attached hereto. The VTS Offerings shall also include any required, usual, appropriate, or acceptable methods to perform activities related to such, including without limitation (a) conducting analytics and other product improvement activities, (b) carrying out the VTS Offering, (c) carrying out any benefits, rights and obligations related thereto, (d) maintaining records relating to the VTS Offering, and (e) complying with any required legal or self-regulatory obligations.

If at any time during the Term (as defined herein), Customer either verbally or through one or more Work Orders, delivery tickets, or other instruments, requests VTS to supply or perform any services and VTS agrees to perform those services, each such request regardless of form shall be deemed a “Work Order” governed by and subject to the terms and conditions of this Agreement.  Only individuals authorized on behalf of Customer as an “Authorized Signatory” of the Agreement or any Work Orders shall be allowed to execute or enter a Work Order.

2. LIMITED SOFTWARE LICENSE; PROPRIETARY RIGHTS; EQUIPMENT

A.  Grant of License. Subject to the terms and conditions of the Agreement and the applicable Addendums, VTS hereby grants to Customer, during the Term, a nonexclusive, nontransferable, revocable, limited license (hereinafter the “License”) to browse, access and make use of the services, information, data, software, files, and images contained in or generated by the software and accompanying data on the IntelliShift, which includes the IntelliShift (f/k/a Silent Passenger), website, (collectively, the “Software” or when used in conjunction with any Third Party Software as defined below, the “VTS Software System”), strictly subject to and in accordance with the terms and conditions of this Agreement. No other rights are granted.

B. Third Party Software. All Third-Party Software (including Google Maps) included with the VTS Software System is licensed to Customer in accordance with terms of separate license Agreement(s). Such Third-Party Software is subject to any such restrictions set forth therein.  Customer agrees to abide by the terms and conditions of the Third-Party Software license agreements. VTS will have no responsibility with respect to any Third-Party Software, and Customer will look solely to the licensor(s) of the Third-Party Software for any remedy. VTS claims no right in the Third-Party Software, and the same is owned exclusively by the licensor(s) of the Third-Party Software. VTS provides no warranty, express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title and non- infringement, with respect to any Third-Party software.

C.  Proprietary Rights. As between Customer and VTS, Customer hereby acknowledges and agrees that VTS owns all right, title and interest, including all copyrights and other intellectual property and proprietary rights, in and to the Software, and any custom developed documents, designs, computer programs, computer systems, computer documentation and other work product authored or prepared by VTS upon the request of Customer or otherwise arising out of the Services (collectively, “VTS IP”).

D.  Equipment/Additional Equipment. All hardware provided by VTS in connection with the Services (“Equipment” or “AVL device” or “Video device”) has been, purchased, held as part of a Trial, included as a component of the subscription, or otherwise deployed, as indicated in the applicable Work Order. Any subsequent GPS/Cellular-based units added by Customer and installed, serviced, or supported by VTS after the commencement of this Agreement shall be deemed Equipment and will be covered pursuant to the terms of this Agreement at the prices and for the Term as set forth in this Agreement or any Work Order.

3. TERM AND TERMINATION.

A.  Term. Promptly after an authorized representative of Customer has executed the VTS Order Form, or the execution of any subsequent Work Order(s) (any such date is the “Effective Date”), the Onboarding Team shall begin processing the Customer’s order. The provisions of any Work Order shall begin upon the Effective Date of the related executed Work Order. Upon Activation (defined as units being shipped to Customer in the case of self-installs, or as installations are completed, if performed by VTS,) the Subscription shall continue, for no less than the full Subscription Period, as detailed in the applicable Work Order.  Such period shall be measured beginning upon Activation of at least 75% of the units above. (“Initial Term”) Provided VTS send’s Customer notice of Auto-renewal thirty (30) days before the end of the Initial Term then this Agreement shall be automatically renewing for successive one (1) year periods (each a “Renewal Term” and collectively with the Initial Term, the “Term”) unless, at least sixty (60) days prior to any Renewal Term, Customer notifies VTS that the Agreement shall not be renewed.

B.  Termination for Cause; Reasonable Opportunity to Cure Breach. If a party breaches any material provision of this Agreement, the non-breaching party may terminate this Agreement by giving thirty (30) days’ notice to the other party, except that such a termination shall not take effect if the breaching party cures the breach before the end of such thirty (30) day period.

C.  Following any Termination, all Services shall remain billable until the Equipment is returned or paid for. Following the conclusion of a Work Order, Customer shall have, upon written request, up to a thirty (30) day grace period to return all Equipment, after such time any equipment not returned shall be billable for the entire period continuing until returned.

D.  Unless specifically stated otherwise, Work Orders are non-cancellable for convenience.

4. AVAILABILITY AND USE OF THE SERVICE/WARRANTIES

A. The Services may be temporarily refused, limited or otherwise interrupted due to governmental regulations or orders, system capacity limitations, Customer’s or common carrier’s interconnection capabilities, atmospheric or topographical conditions, equipment failure, modification, repair, upgrade or relocation.

B.  Customer represents, warrants and covenants that it will use the Services for lawful business purposes only and will not at any time resell, transfer, or assign the Services to any third party.

C.  Each party represents to the other that it is a valid legal entity and is in good standing or validly existing under the laws of the state of its incorporation and residence. Each party represents that it has all the requisite legal power and authority to execute, deliver and perform its obligations under the Agreement; that the execution, delivery and performance of the Agreement has been duly authorized; that the Agreement is enforceable in accordance with its terms; that no approval, authorization or consent of any governmental or regulatory authorities is required to be obtained or made in order for it to enter into and perform its obligations under the Agreement.

D.  DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, VTS DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, INSTALLATION SERVICES OR ADD-ONS, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW, REPRESENTATION STATEMENTS, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

5. CONFIDENTIAL INFORMATION

A.  The parties acknowledge and agree that while fulfilling their obligations hereunder, or otherwise in connection with the activities contemplated, each party may receive or have access to information, data, or material of the other party that is commercially valuable to both companies and not generally known in the industry (as further described below, “Confidential Information”). During and after the Term, each party agrees not to: (a) disclose Confidential Information of the other party to any person other than its employees, agents or independent contractors, or legal advisors who have a need to know the same in connection with performance of this Agreement, and who are under written obligations of confidentiality substantially similar to this Section 3 or bound by law or professional ethics to safeguard such information; or (b) use the Confidential Information of the other party for any purpose other than as necessary to perform its obligations under this Agreement. The term “Confidential Information” means all proprietary information belonging to one of the parties hereto that is not generally known by the public and includes, but is not limited to: (i) any and all versions of proprietary computer software and any documentation related thereto; (ii) technical information concerning products and services, including product data and specifications including, but not limited to, the integration specifications, know-how, formulae, diagrams, flow charts, drawings, hardware configuration information, source code, object code, test results, processes, inventions, research projects and product development; (iii) any and all version of any designs, patents, trademarks, or copyrightable works, discoveries, formulae, processes, manufacturing techniques, trade secrets, inventions, improvements, ideas, business plans; (iv) information concerning each party’s business plans or strategies, pricing or menu information, and marketing, advertising, and promotional programs; (v) information submitted by each party’s customers, suppliers, employees, or business partners for study, evaluation or use; or (vi) any other information not generally known to the public or by actual or potential competitors of either party.

B.  Each party agrees to treat the other party’s Confidential Information in the same manner as it treats its own Confidential Information (but in no case, less than reasonable care), to take reasonable security precautions to safeguard the other party’s Confidential Information from theft or from access by unauthorized persons, to not use the other party’s Confidential Information in any way detrimental to such party, and to not, directly or indirectly, disclose or divulge the other party’s Confidential Information to any third party without the prior written consent of the other party. In no event may this Agreement be reproduced, or copies shown to any third parties without the prior written consent of the other party, except as may be necessary by reason of legal, accounting, tax, or regulatory requirements, in which event VTS and Customer agree to exercise reasonable diligence in limiting such disclosure to the minimum necessary under the particular circumstances. The parties further agree that where this Agreement or its contents must be disclosed to any regulatory or statutory body, then the parties shall use their commercially reasonable efforts to seek undertakings from such regulatory or statutory body to prevent the disclosure of this Agreement or its contents into the public domain.

C. The receiving party shall have no obligation with respect to Confidential Information of the other party that: (a) is or becomes publicly known through no wrongful act, fault, or negligence of the receiving party; (b) was disclosed to the receiving party by a third party who was free of obligations of confidentiality to the party providing the information; or (c) is approved by disclosing party for release by the receiving party by express prior written authorization.

D.  Notwithstanding the above, the receiving party may disclose certain Confidential Information of the disclosing party, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the receiving party provides the disclosing party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the disclosing party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. In addition, each party shall give notice to the other party of any demands to disclose or provide Confidential Information received from any third party under lawful process prior to disclosing or furnishing Confidential Information and shall cooperate in seeking reasonable protective arrangements requested by the other party. Either party may disclose or provide Confidential Information of the other party requested by a government agency having jurisdiction over the party; provided that the party uses its commercially reasonable efforts to obtain protective arrangements satisfactory to the party owning the Confidential Information. The party owning the Confidential Information may not unreasonably withhold approval of protective arrangements.

E.  The receiving party shall notify the disclosing party as soon as is commercially reasonable upon becoming aware of any actual unauthorized access to or acquisition of disclosing party’s Confidential Information that materially compromises the confidentiality or security of the information.

F.  If a party uses or discloses or attempts to use or disclose any of the Confidential Information in contravention of this Agreement, then in addition to other available remedies, the party who owns the Confidential Information shall have the right to injunctive relief enjoining any such use, disclosure or attempt to use or disclose, it being acknowledged that legal remedies are inadequate.

6. CUSTOMER DATA.

A.  Ownership and Usage. Customer Data is accessible via the VTS Software. Customer owns all Customer Data, and VTS will keep Customer Data confidential. Customer hereby grants to VTS a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, display, and distribute Customer Data in connection with operating and providing the Services. VTS will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data. VTS will not share Customer Data without Customer consent, except when the release of data is compelled by law or permitted herein. VTS may collect and use analytics, statistics or other data related to the Customer Data and Customer’s use of the VTS Software (i) to provide the VTS Software to Customer; (ii) for statistical reporting and use (provided that such data is not personally identifiable); or (iii) to monitor, analyze, develop upon, maintain, and improve the VTS Software.  Such use shall survive the termination of these Terms, unless legally prohibited or Customer requests in writing upon termination that such use be limited to non-personally identifiable data.  If these Terms terminate or expire and Customer does not renew, Customer Data may be deleted.

B.  Customer Data Representation and Warranty. Customer represents and warrants that: (i) Customer will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorizations and/or agreements from any employee or third party that are necessary for VTS to collect, use, and share Customer Data in accordance with these Terms and (ii) no Customer Data infringes upon or violates any other party’s intellectual property rights, privacy, publicity, or other proprietary rights.    YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS VTS AND, IF RELEVANT, ITS SUBPROCESSORS AGAINST ANY LIABILITIES, DAMAGES, DEMANDS, LOSSES, CLAIMS, COSTS, FEES (INCLUDING LEGAL FEES), AND EXPENSES IN CONNECTION WITH ANY THIRD-PARTY LEGAL OR REGULATORY PROCEEDING ARISING FROM ANY ACT OR OMISSION OF THE CUSTOMER IN RELATION TO CUSTOMER INSTRUCTIONS OR FROM THE CUSTOMER’S BREACH OF THIS SECTION.

7. BILLING, TAXES, AND AUTHORIZATIONS

A.  Invoice. VTS provides a secure portal for viewing and payment of its invoices. Our Customers can view and analyze monthly data, with additional access to our Client Success team, as needed.  Customer will pay the invoice net 30 from invoice date. Customer shall pay all invoices in full by check, credit card, or via Electronic Funds Transfer (“EFT”) on or before the due date shown on each invoice. All amounts are invoiced in US$.

B.  Invoices.  VTS shall provide an initial invoice within 10 days of the Effective Date of this Agreement.  Such invoice shall be based on the information provided in the applicable Work Order. Initial Invoice shall include the applicable one-time Activation Fee, and first and last month of Services for the contracted fleet indicated under the “quantity” column of the applicable Work Order. Ongoing monthly subscription fees shall be prorated based on Activation date and any payments from the Initial Invoice.

C.  Taxes and Additional Charges. Any applicable taxes paid or to be paid by VTS because of providing Services to Customer will be invoiced to and paid by Customer. If Customer is exempt from payment of any such taxes, Customer will provide VTS with documentation sufficient to verify Customer’s tax- exempt status prior to invoice.

D.  If utilizing EFT, Customer authorizes VTS to electronically deduct all payments and related fees incurred under this Agreement, including regular recurring payments and/or one-time payments.

E.  Late Payment Penalty. VTS reserves the right to impose a late payment penalty charge of one and a half percent (1.5%) per month for all invoices not paid within thirty (30) days from the invoice date.

F.  Bounced Check and Credit Card Chargebacks. Each occurrence of a bounced/dishonored check, ACH debit or Customer-initiated credit card chargeback will result in a twenty-five dollar ($25.00) administrative fee assessed to the Customer’s account.

G.  Notice of Disputes. Customer shall pay all properly invoiced and undisputed amounts due to VTS within thirty (30) days after Customer’s receipt of an invoice. Customer shall provide Notice of any dispute in writing no later than fifteen (15) days following the date of the invoice or the Customer’s right to object shall be deemed waived and the invoice shall be deemed accepted by Customer. The written Notice must include a detailed statement specifying the disputed amount and the reason for the dispute.

H.  Credit Card Disputes. If Customer has notified its credit card issuing financial institution of a payment dispute, Customer agrees that proof of Service usage by Customer constitutes Customer authorization to submit payment request to credit card issuing financial institution.

I.  Collection.  In the event VTS is forced to institute legal action to recover any amount owed by Customer to VTS and in addition, the prevailing party in any such litigation between the parties to enforce the terms of this Agreement shall pay the other parties reasonable legal fees, costs, and expenses. VTS reserves the right, based on payment history, to verify credit throughout the term of this Agreement.

J.  During each Renewal Term, under the automatic renewal provision, the fees charged will be no greater than the existing price for the renewed services.

K.  All fees for Equipment shall be paid in the amount and on the dates set forth on the applicable Work Order upon the first activation as per the terms set forth in any Work Order.

L.  In the event Customer fails to pay any amount when due hereunder or fails to perform any other of Customer’s obligations, Customer will be in default. In any such circumstances, VTS may, in its sole discretion (a) require Customer to pay all amounts then due and owing; (b) suspend Customer’s account and deny Customer’s and its users’ access to and use of the Service or Additional Services until Customer’s account is in good standing, or (c) terminate this Agreement and Customer’s and its users’ access to and the use of the Service.

8. INDEMNIFICATION

A.  VTS shall defend any action, suit, or proceeding brought against Customer alleging that the Services or any VTS IP infringes any United States patent, trademark or copyright of a third party, and VTS shall indemnify and hold Customer, its officers, directors and employees, harmless against damages finally awarded against Customer, costs, expenses, and losses (including, without limitation, court costs and reasonable attorneys’ fees and expenses) in connection with any such action, suit or proceeding; provided, that (a) Customer notifies VTS promptly in writing of the claim in question, (b) VTS has sole control of the defense and all related settlement negotiations, unless such settlement requires an admission of wrongdoing by Customer or could otherwise be reasonably expected to harm Customer’s public reputation, in which case Customer approval shall be required for settlement, and (c) Customer provides VTS with all commercially reasonable assistance, information and authority to perform the above at VTS’s expense. If Customer’s use of the Services or VTS IP is enjoined by a court of competent authority, VTS shall, at its sole option and at its expense, either (i) procure for Customer the right to continue using of the VTS IP, or (ii) modify the VTS IP to avoid infringement without material impairment of their functionality. THIS SECTION STATES VTS’S SOLE LIABILITY HEREUNDER WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

B.  Each party shall indemnify, defend, and hold harmless the other party against any loss or damage sustained or incurred, in relation to any claim or action by third party (including, without limitation, any regulatory or government authority), (i) its grossly negligent acts or omissions, or willful misconduct in performing under this Agreement; (ii) arising out of or related to any breach by either party of Section 5; or (iii) any breach of all applicable laws, rules or regulations.

C.  Customer shall indemnify, defend and hold VTS and each of its subsidiaries and affiliates, and each of their respective past or present officers, directors, agents, servants, employees, stockholders, predecessors, successors or assigns, and all persons acting by, though, and under, or in concert with them (“VTS Parties”), harmless against all losses, damages, claims, liabilities, and expenses (including reasonable legal fees) resulting from (i) any of its acts or omissions or the acts or omissions of its employees, contractors or representatives hereunder; (ii) claims that materials supplied by it infringe or conflict with the rights of third parties or violate any applicable laws or regulation; or (iii) its failure to properly collect and remit taxes or other government payments or fees associated with its usage of the Services, which shall be the sole responsibility of the Customer. Customer is responsible under this section for the actions of its employees, agents, and subcontractors.

9. LIMITATION OF LIABILITY

VTS is not liable for any act or omission of any common carrier or other service provider, interconnection service provider, and/or any equipment failure or modification, acts of God, strikes, fire, war, riot, government actions, or other causes. VTS is not liable for service outages or other service failures. VTS is not liable for injuries to persons or property arising from the use of Customer’s equipment or the Service. Customer agrees that except where liability is attributable to the indemnification obligations per Section 8A, gross negligence, willful misconduct, act of fraud or bad faith, VTS’s liability, and your exclusive remedy, in law, equity, or otherwise, with respect any VTS service(s) provided under this Agreement and/or for any breach of this Agreement is solely limited to the amount Customer paid to VTS hereunder during the twelve (12) months preceding the event giving rise to the damage. In no event, will VTS be liable to Customer or any third party for any indirect, special, incidental, consequential, exemplary, or punitive loss or damage of any kind, including lost profits, loss of business or for lost or corrupted data or software (whether or not VTS has been advised of the possibility of such loss or damages) by reason of any act or omission in its performance under this Agreement. To the extent that a state does not permit the exclusion or limitation of liability as set forth herein VTS’ liability is limited to the extent permitted by law in such state

EXCEPT AS TO ANY EXPRESS INDEMNIFICATION OBLIGATION SET FORTH HEREIN, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS EXCEED THE AMOUNTS CUSTOMER HAS PAID TO VTS HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE DAMAGE, OR IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO VTS (FOR EXAMPLE THROUGH A FREE TRIAL), ONE HUNDRED DOLLARS ($100).

10. ASSIGNMENT

The Agreement is fully assignable and transferable by VTS to any person or entity and shall inure to the benefit of such assignee or successor upon written consent of Customer, such consent shall not be unreasonably withheld. Unless assumed by an assignee in writing, all obligations of VTS hereunder shall remain the sole liability of VTS. Customer may not assign the Agreement without the prior written consent of VTS.

11. MISCELLANEOUS

A.  Notices. All notices and other communications sent under this Agreement will be in writing and (i) hand delivered, (ii) delivered by overnight courier, or (iii) via email to the CEO or CFO. Communications will be sent to the persons at the addresses set forth on the signature page hereof or such other persons/addresses as the parties may subsequently specify in writing.

B.  Governing Law. This Agreement will be governed by the laws of New York, without regard to conflict of laws principles. The parties’ consent to the exclusive jurisdiction and venue of courts in Suffolk County, New York in all disputes arising out of, or relating to, this Agreement.

C.  Severability. If any one or more provisions of this Agreement shall be held to be illegal, invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force to the extent the economic benefit conferred upon the parties by this Agreement remain substantially unimpaired. If severability of any such provision would materially change the economic benefit of this Agreement to either party, the parties shall modify such provision to obtain a legal, enforceable, and valid provision.

D.  Relationship of Parties. The parties acknowledge that VTS is an independent contractor of Customer, and VTS’s employees are not employees of Customer. Nothing in this Agreement or any exhibit will be construed as creating a partnership, joint venture, agency, or fiduciary relationship between the parties, or as authorizing either party to act as agent for the other or to enter into contracts on behalf of the other party.

E.  Amendment/Modification. This Agreement may be modified or amended only by a separate writing signed by VTS and Customer expressly so modifying or amending this Agreement.

F.  Force Majeure. Neither party will be deemed to be in default of or to have breached any provision of this Agreement because of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, wars, fires, state-sponsored cyber terrorism, cyber-attacks or brute force attacks, espionage, sabotage, other catastrophes, and other causes beyond its reasonable control.

G.  Entire Agreement. Each Work Order (each of which is incorporated herein by reference) and this Agreement (including each of the applicable Addendums), constitute the entire agreement between the parties and supersedes any prior oral or written agreements between the parties concerning the subject matter hereof.

H.  If there is an inconsistency between the terms of this Agreement and the terms of a Work Order, the terms of the Work Order shall control.

Terms & Conditions Addendum – 1
For Installation Services

1. ACTIVATION OF SERVICE

A.  Fleet List.  Customer shall provide VTS with a list of vehicles to be included and covered by this Agreement. The list shall include each vehicle’s year, make, model, vehicle identification number (VIN), and license plate number. VTS shall coordinate, based on mutual agreement the customer location for deployment/installation. Upon receipt of the Fleet list, deployment shall be coordinated and scheduled, and any required Equipment shall be shipped.

B. Unless otherwise noted in the applicable Work Order, in the event of client self-installation, Units are activated upon shipment. Services shall be deemed available and billing shall commence, no more than 5 (five) days thereafter.

C. VTS schedules the deployment of onboarding services promptly after an authorized representative of Customer executes the Vehicle Tracking Solutions Order Form which necessitates staffing and other servicing costs incurred by VTS. As a result, initial billing shall commence upon shipment of the VTS Equipment, but typically, no later than thirty (30) days after the Effective Date based on the unit counts identified in the associated Work Order

D. Upon the Effective Date, to the extent applicable, Customer shall add VTS to Customer’s list of approved vendors.

2. INSTALLATION OF EQUIPMENT (where applicable)

If VTS is providing installation services pursuant to an applicable work order, the following additional terms and conditions shall apply

A.  Initial Installation Procedure. VTS shall install Equipment for each Customer-owned vehicle listed on an applicable Work Order at the locations agreed upon by the parties, provided that all initial vehicle installation work performed by VTS shall at any time that meets the needs of our Customer- such schedules shall be mutually coordinated. Customer is responsible for any shipping costs for the Equipment to be installed which will be invoiced separately.  VTS utilizes five (5) day ground services for all Equipment shipped unless otherwise agreed to by the parties.

B.  Installation Scheduling. Installation scheduling shall be managed by the VTS Onboarding department, in conjunction with Customer.  All appointments shall be confirmed no less than twenty-four (24) hours prior to the scheduled date.   Any cancellation (by either party) done in LESS than 48 hours shall result in a charge/credit (as appropriate) equal to seventy-five ($75) dollars multiplied by the number of confirmed vehicles scheduled for installation.  Once an appointment has been confirmed, if VTS arrives at a location and more than twenty percent (20%) of the units confirmed for installation are not present, Customer shall incur a charge equal to fifty dollars multiplied by the number of “no show” vehicles.

C.  Follow-up Work. If any follow-up work or work to be performed pursuant to a warranty is needed, VTS shall perform such work during VTS’s normal business hours of 0800 and 1600 Tuesday through Friday at the locations designated by the Customer in the applicable Work Order or as agreed upon by the parties. If shipping is required for Equipment to complete the follow-up work, Customer is responsible for all shipping costs.

D.  All work is warranted for 90 days from completion of such work, provided no evidence of tampering, removals and/or reinstalls in the normal course of business are separately billable events.

3. EQUIPMENT (where applicable)

A.  During the term, the Equipment provided as part of the Services (whether purchased, received as part of a trial or as part of a subscription) shall be covered by the applicable manufacturer warranty. If any Equipment does not function properly, Customer shall notify VTS and must include the model number, IMEI/MEID number, and a description of the issue. VTS shall, at its option, either repair, replace or correct any such confirmed issues with the Equipment. Purchased equipment is covered by a one-year warranty. Equipment included under a subscription agreement is covered for the term of the subscription, including any renewal terms of at least one year. After the first year, any warranty claims require a deductible of $50 for an AVL device and/or $100 for a video device, per piece of equipment, per incident. Notwithstanding the above, VTS shall not warranty the AVL device for any failure due to changes in wireless technology, or due to device tampering. Other than the AVL device and the Video device, no other equipment warranty is provided.

B.  If any Equipment is deemed to have failed due to any damage to hardware caused by accident, misuse, attempted or unauthorized repair service, modification, or improper installation by anyone other than VTS, a non-warranty replacement must be purchased by Customer at the then current cost of such, be it an AVL device, Video or other, as applicable.

C.  For Equipment received under a Subscription (i.e., non-purchased) Customer must return all Equipment to the place and in the manner designated by VTS at the end of the Term unless otherwise so notified by VTS. Customer agrees to pay $249 for each AVL Unit, Camera, or other item of Equipment installed as part of the subscribed services not in good working condition upon its return. All Equipment returned to VTS is tested upon receipt at VTS headquarters.  Testing is done to ensure each unit is functional (subject to normal wear and tear) and intact and continues to receive GPS signal and transmit via cellular network.  At Customer’s request upon termination, at a cost of $35 per unit, VTS will test and remove all equipment at Customer’s location and provide Customer with documentation for each piece of Equipment that is in good working order at time of removal.  Alternatively, at Customer’s request at no charge to Customer, VTS will verify before removal that each unit is in good working order.   As part of this option, Customer will remain responsible for any damage to a unit in the removal or return shipment to VTS. 

4. FIELD SERVICES

IntelliShift provides Field Services for its Customers (“Field Services”). Such Field Services cover an array of services including professional installation and removal, repair work, and other related to any of the services provided by VTS.

Field Services are billed based on the following:

• US$85/billable hour.
  • A billable hour is based on time on the job site, as per the Customer approved schedule (or other location as designated by the Customer for the Field Service work to be performed) and,
  • Travel time, to and from such location. (prorated to be 70% of actual time)
• Reasonable Travel reimbursement, as applicable, shall be charged.
  • Travel – auto mileage (based on IRS reimbursement rates), airfare (Coach), and parking
  • Hotel and meal allowance may also be charged in the event of Field Services requiring overnight travel.

An estimate of any such Field Service costs shall be provided, in advance, upon request.

 

Terms & Conditions Addendum – 2
For Insurance and Customer Services

1. INSURANCE

VTS shall maintain insurance coverage in accordance with and in amounts no less than as set forth below.  Such insurance shall cover negligent acts, errors or omissions or lack of ordinary skill in providing the Services.  If VTS uses any subcontractor in the performance or provision of the Services, VTS shall ensure that such subcontractor is covered by these Insurance limits or maintains its own insurance that meets such requirements.  Contractor and such subcontractors shall be responsible for and shall bear the risk of loss of or damage to their own property during the provision of Services including while such property is on Customer’s premises.

• Worker’s Compensation insurance in accordance with all applicable federal and state laws subject to statutory limits (US Only);
• Employer’s Liability insurance with limits of not less than $1,000,000 per accident for bodily injury and $1,000,000 per employee and policy limit for disease (US) or the local statutory limit, whichever is greater (however, this requirement is waived if Workers’ Compensation is not required according to applicable federal or state laws);
• Commercial General Liability (CGL) or Public Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate.
• Automobile Liability insurance, including coverage for owned, non-owned and hired autos, with a combined single limit not less than $1,000,000 per accident for hired/nonowner.
• Professional or Errors and Omissions Liability insurance with a limit of not less than $5,000,000 per claim and annual aggregate.
• Cyber Liability insurance with a limit not less than $2,000,000 per claim and annual aggregate.
• Umbrella Liability Insurance with a limit not less than $5,000,000 per claim and annual aggregate

2. CUSTOMER SERVICES

VTS will provide a dedicated Customer Success Team, with a lead advocate for our Customer.  These resources are highly trained on our services and will be dedicated to learning your business and its needs.  They shall be dedicated to supporting our Customer throughout their lifecycle with VTS.  Among other items, VTS Software System training (via Zoom or similar) at no additional charge to the Customer is offered. Typically, such training will be offered during VTS’s normal business hours from Monday to Friday, though special accommodations are available, as requested. Customer must contact VTS in advance at 1-800-671-5222 to schedule training.

Terms & Conditions Addendum – 3
For Services Levels

SERVICE LEVELS

The Software has been designed to deliver fleet management telematics services.  While VTS strives to provide the best cellular coverage available, due to the inherent nature of cellular coverage, VTS is not responsible for any cellular conditions impeding service. VTS shall use commercially reasonable efforts to rectify any Customer issues in accordance with the below Service Levels.  If VTS cannot rectify the Customer issues and VTS determines, in its sole discretion that such issue is a failure of the Service to work as designed, the affected vehicle(s) shall be released from this Agreement.

The following detailed service parameters are the responsibility of VTS:

A.  Service Scope

The following Services are covered by this Agreement:

• Staffed telephone support
• Monitored email support
• Remote assistance using Remote Desktop and a Virtual Private Network where available
• Quarterly system health check

B.  Service Availability

Coverage parameters specific to the service(s) covered in this Agreement are as follows:

• Telephone support: 7:00 A.M. to 6:00 P.M. Monday – Friday
  • Calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to answer / action the call, however there will be a backup answer phone service
• Email support: Monitored 7:00 A.M. to 6:00 P.M. Monday – Friday
  • Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day

• Emergency Telephone support: 24/7 for High Priority
  • In the event of emergencies (High Priority only), please call 1.800.671.5222
• During normal business hours, you will be able to speak directly to a Support resource
• Outside of normal business hours, [Option #1] will forward you to the on-call team, available 24/7/365

C.  Service Requests

In support of services outlined in this Agreement, the Service Provider will respond to service-related incidents and/or requests submitted by the Client within the following time frames.

• 0-8 hours (during business hours) for issues classified as High
• Within 48 hours for issues classified as Medium
• Within 5 working days for issues classified as Low

Recommendations and agreement on Low/Medium/High priority will be established during the onboarding to ensure business needs are optimally aligned with Service Levels.

• Remote assistance will be provided in-line with the above timescales dependent on the priority of the support request.

D.  VTS Requirements

VTS responsibilities and/or requirements in support of the Service Levels:

• Meeting response times associated with service-related incidents. Appropriate notification to Customer for all scheduled maintenance.

E.  Customer Requirements

Customer responsibilities and/or requirements in support of the Service Levels:

• Payment for all support costs at the agreed interval.
• Reasonable availability of Customer representative(s) when resolving a service-related incident or request.

F.  VTS System Uptime

Outside of scheduled and communicated maintenance outages, VTS downtime has not disrupted client operations during the last 12 months. We calculate uptime at 99.9%, excluding scheduled downtime.