Commercial Agreement

Summary

IMPORTANT– PLEASE READ THE TERMS OF THIS COMMERCIAL AGREEMENT CAREFULLY. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND NETRADYNE.

This Commercial Agreement (“Agreement”) constitutes the terms and conditions on which Netradyne Technology India Private Limited, a company incorporated under the Companies Act 2013, with its registered office at HM Tech Park, Wing-2 Block, Unit no-102, S.Y No.12/1 & 13/1A, Pattandur Agrahara Village, K.R.Puram, Hobli, Bangalore, Karnataka 560066, India ("Netradyne") provides the software licenses, hardware, warranty coverage and other services purchased by an end-user, customer, or other entity (“you” or “Customer”) directly from Netradyne (each a "Party", and collectively, the "Parties"). Your rights and Netradyne’s and its suppliers’/licensors’ obligations hereunder, are conditioned upon your payment of all applicable license fees, subscription fees, and other payments due in connection with your license and/or purchase as well as your compliance with the terms and conditions set forth in this and other agreements with Netradyne.

BY ACCEPTING OR SIGNING NETRADYNE’S ORDER FORM, OR WHEN ANY NETRADYNE PROVIDED SERVICES, SOFTWARE, SERVICE AND/OR HARDWARE IS “IN USE”, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOLLOWING TERMS AND AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT, AND IF YOU ARE ACCEPTING ON BEHALF OF AN ENTITY, THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS AS ENFORCEABLE AS ANY WRITTEN, NEGOTIATED CONTRACT SIGNED BY YOU AND NETRADYNE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, NETRADYNE IS UNWILLING TO GRANT YOU THIS LICENSE OR TO PERMIT YOU TO ACCESS ITS SERVICE SOFTWARE, HARDWARE, OR ITS SERVICES AND YOU SHOULD NOT INSTALL OR USE THE SERVICE SOFTWARE, ACCESS THE HARDWARE, OR USE ANY OF THE SERVICES.

This Agreement, together with the following agreements (all of which are incorporated herein by reference) constitute the entire contract between Netradyne and Customer, and supersede all prior agreements and understandings between Netradyne and Customer, whether written or oral, relating to the subject matter hereof: (i) the Order Form that we may have issued to you (“Order Form“); (ii) the Service Level Agreement attached hereto; and (iv) any applicable third-party license agreement(s). The effective date of this Agreement is the date you sign an Order Form or when you first use the Service Software, Hardware or Service (“Effective Date”). Any purchase orders, statement of work or other document issued by you or any entity other than by Netradyne shall be valid only for the purpose of identifying this Agreement and the Order Form and shall be used for reference purposes only; any terms included in such purchase orders are void and shall be of no effect. In the event of any conflict between the terms of this Agreement and the terms of the Order Form, the terms of the Order Form will prevail. Netradyne’s failure to object to provisions contained in any communication from Customer will not be deemed a waiver of the provisions herein.

Definitions

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN THE PARTIES AGREE AS FOLLOWS:

“Anonymized Data” mean Deidentified Driving Data or Deidentified Netradyne Derived Data that has been further processed to: i) remove all inward-facing camera data; ii) blur, to a commercially reasonable standard, all faces and license plates; and iii) be subsampled and aggregated such that it cannot reasonably be used to identify any individual directly or indirectly in accordance with applicable law.
“Authorized User” means each of the individuals authorized to use the Services pursuant to the Order Form and the terms and conditions of this Agreement.
“Customer Proprietary Data” means Customer information and data that Customer owns and to which Netradyne has access in connection with the provision of the Services. Customer Proprietary Data includes Personal Identifiers of Customer employees, agents or independent contractors.
Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services.
“Deidentified Driving Data” and “Deidentified Netradyne Derived Data” mean respectively, Driving Data or Netradyne Derived Data from which any Personal Identifiers have been disassociated, which data cannot reasonably be used to infer information about, or otherwise link to a particular individual and which adhere to the definition of “deidentified” in the CPRA 1798.140(m). For clarity, Deidentified Driving Data or Deidentified Netradyne Derived Data may include discernible driver or passenger faces in inwardfacing videos or discernible license plates or pedestrian faces in outward camera video, provided such videos are not associated with a particular individual via a Personal Identifier.
“Personal Identifiers” means identifiers that directly or indirectly identify a person, such as a person’s name, employer, address, vehicle number, etc.
“Documentation” means any manuals, instructions or other documents or materials that Netradyne provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services, the Firmware, the Hardware or Netradyne Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
“Driving Data” means the raw sensory data collected by the Driveri device, including video images; still images; sound recordings (unless prohibited by law); location information; GPS or other telematics information; travel information and speed information, or other sensor data taken or gathered by the installed Hardware but does not include vehicle engine data; a all whether or not Processed.
“Identified Driving Data” and “Identified Netradyne Derived Data” mean respectively, Driving Data or Netradyne Derived Data that are associated with Personal Identifiers, the pseudonymization of which are reversed when presented within the Netradyne customer portal (“IDMS”) to Customer.
“Intellectual Property Rights” means registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Process” means to take any action or perform any operation or set of operations that the Driveri Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross- reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing” and “Processed” have correlative meanings.
“Netradyne Materials” means the Service Software, Specifications, Documentation and Netradyne Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Netradyne or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Netradyne Systems. For the avoidance of doubt, Netradyne Materials include Netradyne Derived Data, Deidentified Driving Data and any information, data or other content derived from Netradyne’s monitoring of Customer’s access to or use of the Services provided such data or other content is deidentified; however, it does not include Customer Proprietary Data.
“Netradyne Personnel” means all individuals involved in the performance of Services as employees, agents or independent contractors of Netradyne or any subcontractor.
“Netradyne Systems” means the information technology infrastructure used by or on behalf of Netradyne in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Netradyne or through the use of third-party services.
“Netradyne Derived Data” means information, data and other content that Netradyne derives from the processing and/or analysis of Driving Data including without limitation through the use of algorithms.
“Service Software” means the Netradyne Driveri platform application or applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Netradyne provides remote access to and use of as part of the Services.
“Service Level Agreement - SLA” means the agreement signed between the parties herein as Annexure 4 which defines the minimum level of service offered by Netradyne to the Customer who subscribe to Netradyne’ s Services” under the terms of this Agreement.
“Specifications” means the published specifications for the Services in effect as of the date of the Order Form and to the extent consistent with and not limiting of the foregoing, the Documentation.
“Third-Party Materials” means materials and information, in any form or medium, including any open- source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Hardware, the Firmware or the Services that are not proprietary to Netradyne.

Products & services

This Agreement is applicable to all sales by Netradyne to Customer of Driveri™ mobile video analytics devices ("Hardware"), the license to use software contained, delivered separately, preloaded, installed or embedded in the Hardware ("Firmware") and other services related to the Hardware and Firmware including, without limitation, the provision of access to and use of the Service Software (defined below) (collectively, "Services") including without limitation services related to the Driveri™ cloud-based software platform service and customer portal for video-based analytics related to such Hardware ("Driveri Services"). Notwithstanding anything herein to the contrary, Netradyne may from time to time change the Services without the consent of Customer provided that such changes do not materially or adversely affect the nature or scope of the Services. Netradyne reserves the right, in its sole discretion, to make any non-material changes to the Services that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Netradyne's services to its customers, (ii) the competitive strength of or market for Netradyne's services or (C) the Services' cost efficiency or performance; or (iii) to comply with applicable law. Netradyne shall provide Products and Services to Customer as specified in the Annexure 1 (“Products and Services”).

Driveri Services. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, during the term set forth in the applicable Order Form, Netradyne shall provide to Customer and its Authorized Users the Driveri Services in accordance with the Specifications, the Documentation, the applicable Order Form and this Agreement, including to host, manage, operate and maintain the Service Software for remote electronic access and use by Customer and its Authorized Users in substantial conformity with the Specifications.
Service and System Control. Except as otherwise expressly provided in this Agreement, as between the Parties:
- Netradyne has and will retain sole control over the operation, provision, maintenance and management of the Driveri Services and Netradyne Materials, including the: (A) Netradyne Systems; (B) selection, deployment, modification and replacement of the Service Software; and (C) performance of Service maintenance, upgrades, corrections and repairs; and
- Customer has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Driveri Services and Netradyne Materials by any person, by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (A) information, instructions or materials provided by any of them to the Driveri Services or Netradyne; (B) results obtained from any use of the Driveri Services or Netradyne Materials; and (C) conclusions, decisions or actions based on such use.
Suspension or Termination of Services. Netradyne may, directly or indirectly, by use of any lawful means, including by use of a disabling device, suspend, terminate or otherwise deny Customer’s, any Authorized User’s or any other Person’s access to or use of all or any part of the Driveri Services or Netradyne Materials, without incurring any resulting obligation or liability, if: (i) Netradyne receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Netradyne to do so and Netradyne uses reasonable efforts appropriate to the circumstances to provide Customer with prior written notice thereof; or (ii) Netradyne believes, in its sole reasonable discretion, that: (A) Customer or any Authorized User has failed to comply with, any material term of this Agreement, or accessed or used the Driveri Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; or (B) Customer or any Authorized User reasonably is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or (C) this Agreement expires or is terminated, provided that, with respect to (A), Netradyne provides Customer with written notice of the foregoing and Customer fails to cure or correct the notified matter within fifteen (15) business days or receipt of such notice. Netradyne shall promptly reinstate access to and/or use of the Driveri Services and Netradyne Materials if there is resolution of the event giving rise to the suspension or denial and, under the totality of the applicable circumstances, it is reasonable to do so. This Section does not limit any of Netradyne’s other rights or remedies, whether at law, in equity or under this Agreement.
Authorization. Subject to and conditioned on Customer’s payment of the applicable fees and compliance and performance in accordance with all other terms and conditions of this Agreement, Netradyne hereby authorizes Customer and its Authorized Users to access and use, during the applicable term, the Driveri Services and such Netradyne Materials as Netradyne may supply or make available to Customer solely for its internal business operations and in accordance with the specifications and conditions and limitations set forth in this Agreement. This authorization is nonexclusive and non-transferable
Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Driveri Services, Netradyne Materials or Third-Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Driveri Services, the Netradyne Materials and the Third-Party Materials are and will remain with Netradyne and the respective rights holders in the Third-Party Materials.
Authorization Limitations and Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Driveri Services or Netradyne Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:
- copy, modify or create derivative works or improvements of the Driveri Services or Netradyne Materials;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Driveri Services or Netradyne Materials to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
- reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Driveri Services or Netradyne Materials, in whole or in part;
- bypass or breach any security device or protection used by the Driveri Services or Netradyne Materials or access or use the Services or Netradyne Materials other than by an Authorized User through the use of his or her own then valid access credentials;
- input, upload, transmit or otherwise provide to or through the Driveri Services or Netradyne Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code;
- damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Driveri Services, Netradyne Systems or Netradyne’s provision of services to any third-party, in whole or in part;
- remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Driveri Services or Netradyne Materials, including any copy thereof;
- access, scrape images from, or use the Driveri Services or Netradyne Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law;
- access or use the Driveri Services or Netradyne Materials for purposes of competitive analysis of the Driveri Services or Netradyne Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Netradyne’s detriment or commercial disadvantage;
- access or use the Driveri Services or Netradyne Materials in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; o
- otherwise access or use the Driveri Services or Netradyne Materials beyond the scope of the authorization granted under Section 2 (e).
Customer Systems and Cooperation. Customer shall at all times during the term: (i) set up, maintain and operate in good repair and in accordance with the Specifications all Hardware and Customer Systems on or through which the Driveri Services are accessed or used; (ii) provide Netradyne Personnel with such access to Customer's premises, the Hardware and Customer Systems as is necessary for Netradyne to perform the Driveri Services in accordance with the Specifications; and (iii) provide all cooperation and assistance as Netradyne may reasonably request to enable Netradyne to exercise its rights and perform its obligations under and in connection with this Agreement.
Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 2 (g), Customer shall, and shall cause its Authorized Users to, immediately: (i) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable reasonable measures to discontinue and prevent unauthorized access to the Driveri Services and Netradyne Materials); and (ii) notify Netradyne of any such actual or threatened activity.
Data Backup. The Driveri Services do not replace the need for Customer to maintain regular data 5 backups or redundant data archives. EXCEPT AS SET FORTH IN THE DATA RETENTION POLICY ATTACHED HERETO, NETRADYNE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER PROPRIETARY DATA OR DRIVING DATA.
Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all Customer Proprietary Data, including its content and Customer’s use thereof; (ii) all information, instructions and materials provided by or on behalf of Customer or any Authorized User in connection with the Driveri Services; (iii) Customer Systems; (iv) the security and use of Customer's and its Authorized Users' Access Credentials not under Netradyne’s possession or control; and (v) all access to and use of the Driveri Services and Netradyne Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users' Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use, other than such access or use as may result from Netradyne’s failure to maintain the confidentiality of Customer’s or its Authorized Users’ Access Credentials or use thereof.
Access and Security. Customer shall employ industry-standard physical, administrative and technical controls, screening and security procedures and other safeguards designed to: (i) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Driveri Services; and (ii) control the content and use of Customer Proprietary Data, including the uploading or other provision of Customer Proprietary Data for Processing by the Driveri Services.
Performance of Services. Netradyne shall meet any performance dates as outlined herein to render the Services specified in any accepted Order Form.

Obligations of Netradyne

Pursuant to the execution of this Agreement, Netradyne shall provide Product and Services to Customer as specified in the Annexure 1 (“Product and Services”). The deployment schedule for the above-mentioned devices will be mutually agreed upon by both the parties, once the trial with the devices is concluded. The trial period of the said devices shall be maximum upto 3 month only. Netradyne shall provide with the requisite demo and information for the use of such devices during the trial period.

Contract duration & expiry

This Agreement shall remain in full force and effect for the period as defined under “Term” mentioned under Annexure-1 of this Agreement from the Effective Date (“Initial Term”), unless terminated earlier by the Parties in accordance with Clause 5 of this Agreement. The agreement shall come into effect after the expiry of the Trial period as mentioned in clause 3 hereinabove (Effective Date).
After this Initial term, the Agreement shall be automatically renewed for period of one (1) year, unless either Party gives written notice of non-renewal at least thirty (30) days before the renewal date with mutually Agreed pricing.
Subject to Clause 4, this Agreement may be terminated, after expiration of the Term, by:
- Mutual consent in writing of the Parties on such terms as the Parties may deem fit; or
- Either Party without cause by giving a prior written notice of at least 30 (Thirty) days to the other Party.

Termination

Notwithstanding anything contained elsewhere in this Agreement, both parties agree that this agreement cannot be terminated before “Term" as defined under this Agreement. However, Netradyne shall have right to Terminate the Agreement before term of this Agreement by giving prior Notice of 30 (Thirty) days due to the reason attributable to the business of Customer.
Either Party may terminate this Agreement, on the occurrence of the following event:
- If the Party has reasonable grounds to believe that other Party is providing the Services through any illegal or disruptive purposes, the other party may intimate the same to the Party and give the reasons for such apprehensions, to the extent permissible by law. Upon providing 7 days’ notice for reasonable hearing, the other 6 party may terminate the Agreement by giving a 30 (Thirty) day’s prior notice to the other party.
- If the other Party becomes insolvent or involved in a liquidation or termination of business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it (if not dismissed within thirty days of filing), becomes adjudicated bankrupt, or becomes involved in an assignment for the benefit of its creditors, the other party immediately terminate the Agreement upon written notice.
Subject to Clause 4, this Agreement may be terminated, after expiration of the Term, by:
- Mutual consent in writing of the Parties on such terms as the Parties may deem fit; or
- Either Party without cause by giving a prior written notice of at least 30 (Thirty) days to the other Party.
Effects of Termination:
- Termination shall not affect rights, liabilities and obligations of the Parties accrued prior to or at the time of Termination and such rights, liabilities and obligations shall continue to be binding on the Parties.
- Upon termination of this Agreement, Customer shall return all products, devices, records, documents, data and information including Confidential Information in its possession, that pertains to or relates to the Product and Services, provided by Netradyne to Customer.
In the event of breach of Clause 5 (a) by Customer, Customer shall be obligated to pay the equivalent to the amount remaining for the Term of the contract defined under this Agreement as Penalty.
Customer further undertakes to ensure that all devices/units provided by Netradyne under this Agreement to Customer are, on termination, returned by Customer pursuant to Clause 5(d)(ii) in good order and working condition (subject to ordinary wear and tear). In the event of a breach of this Clause, Customer shall be obligated to pay amount equivalent to the contract value amount defined under this Agreement, as a penalty to Netradyne, as an amount on damages occurred.
The Parties hereby agree that the uninstallation due to the above termination shall the responsibility of Netradyne and all costs incurred by Customer in performance of Clause 5(d) and Clause 5(f), except the logistics cost involved in delivering the devices to Netradyne’s office, shall be borne solely by Customer. Further, Customer shall be provider complete support and assistance for uninstallation and delivering of the products.

Fees & consideration

Netradyne shall commence the billing from Effective Date (i.e., after expiration of the trial period) as mutually agreed between the Parties. The commercials between the Parties for the Product and Services have been mutually agreed between the Parties and have been stated in Annexure 2 (“Commercials”).
Netradyne shall raise the invoice at the beginning of each month. The invoice shall be raised only for the installed Devices and as per the rates mentioned in Annexure 2.
Unless disputed, Customer shall pay amounts specified in the invoices within thirty (30) calendar days of them being generated. If undisputed invoices are not paid past their due date, the Service may be suspended at the discretion of Netradyne after giving Fifteen (15) days prior notice to the Customer. Recommencement of Service will happen after all past dues are paid in full.
Where the Customer has any issues with invoice generated or reasonably thinks that the invoice may give rise to a dispute, then the Customer shall inform the same to Netradyne within five (5) days 7 from the receipt of such disputed invoice. If the Customer does not notify Netradyne within five (5) days of receipt of such disputed invoice, the invoice will be deemed to be undisputed and the Customer will be liable to pay such invoice. The Customer shall be responsible to pay the service fee for the number of days or during the time period for which the products are under the repair services with Netradyne. However, Cost of repair shall be borne by Netradyne during the tenure of this Agreement.
In case of any discrepancy in the Device quantity in the invoice raised, Netradyne will issue a credit/debit note accordingly. However, modification of original invoice is not possible.
This price revision clause shall take effect on the first day of the month following the month in which the USD/INR exchange rate changes by INR 1.00 per USD.
The Parties agree and acknowledge that Netradyne is registered under the Micro, Small and Medium Enterprises Development Act, 2006 ("MSME Act”) and reserves all its remedies under the MSME Act in case of any delay or non-payment of Fees by the Customer.

Restrictions on the usage of the products & services

Customer Agrees and acknowledge that:
- it shall not use the Product and Services in any manner, that may lead to violation of any third party’s intellectual property rights; or any laws in any form whatsoever,
- it shall not rent, lease, distribute, license, sublicense, sell, resell, assign, transfer, timeshare, offer in a service bureau, or otherwise make Product and Services, available to any third-party contrary to the terms stated in this Agreement;
- it shall ensure that the information which shall be provided to Netradyne shall be true and shall not contain any information which is not obtained lawfully as per the applicable laws;
- it shall not reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Product and Services;
- it shall not use the Product and Services in order to build a commercially available product or service which competes directly/indirectly with the Netradyne’s business;
- it shall not copy any features, functions, integrations, interfaces or graphics which are part of the Product and Services;
- it shall not make statements on any part of the Netradyne on any topic, which could reasonably be considered false or misleading, including taking any action which represents the Product and Services, as your own or as of a third-party;
- it shall not share any sensitive data with Netradyne, which, in the normal course of events, would demand special handling and introduce a security burden on Netradyne that is not agreed upon by Netradyne in writing in advance of receipt of such data.

Data protection, privacy & compliance

Netradyne’s Data Retention Policy. Netradyne will use and maintain data in accordance with its Customer Data Retention and Use Policy, attached hereto as Annexure 3. Customer understands and agrees that once audio and video data has been deidentified in accordance with such policy, Customer cannot search for and download such data. Therefore, it is Customer’s obligation to access and retain all needed data within the Availability Period. Under certain circumstances, Customer may request (during the Availability Period) that Netradyne retain certain data outside of standard Data Retention Policy procedures; in such cases additional fees may apply.
Compliance with Privacy Laws. Each Party is responsible for complying with all applicable data protection and privacy laws, including regulations, ordinances, orders and rules, with respect to any personal data of its employees, independent contractors, 8 subcontractors and any other person on a Party’s property, including, with respect to Customer, all persons (other than Netradyne personnel) present or otherwise audible in any vehicle in which the Hardware is installed (each, a "Driver"), in connection with its use of the Hardware, the Firmware and the Services and in order to comply with the terms and conditions of this Agreement. For clarity, as between the parties, it is the Customer’s responsibility to provide any legally required notices or to obtain any legally required consents from its authorized Users for Netradyne to provide the Services to Customer in accordance with this Agreement. If Customer enables the Visual Login Service, Live Streaming, Live Tracking, or audio capabilities, specific user consents and/or biometric consents may be required by applicable state laws, and Customer agrees it will obtain such consents if required. Netradyne does not represent or warrant, and nothing in this Agreement will be construed to mean, that any Netradyne products, services, or notices that Netradyne requests Customer to provide to any Driver, will put or keep the Customer in compliance with any laws. In addition, when a vehicle utilizing Driveri Services is in a location that prohibits, by law or otherwise, recording of any data including sounds, Customer will ensure compliance therewith and Netradyne shall ensure that the Driveri Services include functionality that permits compliance therewith, as notified by Customer.
Location-Based Services. If required by law, Customer will ensure that before using the Driveri Services, the Driver of each vehicle in which Driveri is installed and in use, is notified of such use, including that Netradyne retains and may use such data as contemplated by this Agreement. Customer further ensures that Customer shall comply with all laws applicable to Customer.
Customer Information. Customer (i) is fully responsible for any unauthorized collection, disclosure, disposal or use of, or access to, personal data in Customer’s possession or under Customer’s control, that relates to the Hardware, the Firmware and the Services, including, without limitation, images, sound recordings, location information, and other Customer Proprietary Data; (ii) will implement industry-standard administrative, physical, and technical safeguards designed to protect the same; and (iii) will comply with all applicable laws, including without limitation data security, privacy, marketing, and consumer protection laws, as well as the applicable data protection and privacy laws and regulations with respect to Customer Proprietary Data and any other personal data that Customer may process or maintain in connection with its use of the Hardware, the Firmware and the Services.
Electronic Surveillance. If either party receives a court order relating to electronic surveillance in connection with its use of the Hardware, the Firmware or the Services, such party will promptly notify the other party of such order, if permitted by applicable law, and provide them with any assistance it reasonably requests (and such party is permitted by applicable law to provide) to help such party comply with the court order. If the other party either (i) fails to comply with the court order, or (ii) fails to promptly contact the party for any assistance it needs in performing the electronic surveillance, and if the party is fined as a result of the other party’s failure described in (i) or (ii), the other party will reimburse the party for the amount of the fine and its reasonable costs in complying with same.

Proprietary rights

Netradyne grants to Customer a non-transferable, non-sub licensable and non-exclusive license to use the Firmware solely to the extent necessary to operate the purchased Hardware in compliance with the terms herein. All such Firmware is licensed, not sold, to Customer. All rights, title and interest in Firmware and any other Netradyne software not expressly granted to Customer herein remain the exclusive property of Netradyne or its licensors. Customer and any third-party acting through Customer may not (i) use Firmware or software for any purpose not expressly permitted by this Agreement, (ii) reproduce Firmware or software or any component thereof, (iii) modify or create derivative works of Firmware or software, (iv) decompile, disassemble, compile or reverse 9 engineer Firmware or software or otherwise attempt to gain access to the source code, or (v) use, duplicate or disclose any technical data or any information regarding the Firmware or software for any purpose except as expressly permitted by this Agreement. Netradyne is not responsible and bears no liability for malfunction or inoperability of Hardware, Firmware, software or Services resulting from (A) Customer directly or indirectly engaging in any of the foregoing items (i) through (v) above, (B) introduction of a virus or other malware caused directly or indirectly by Customer, (C) inoperability or incompatibility with any Customer network or (D) any breach of this Agreement by Customer. Any such actions will render any remaining warranty immediately void and of no further force or effect. For avoidance of doubt, Customer may not transfer or install software or Firmware on any goods not acquired from Netradyne and software and Firmware will only be installed and used on the specific, single workstation or Hardware for which it is licensed, excluding only updates (published by Netradyne for general customer distribution at no charge, i.e., error correction or patch).
All right, title and interest in and to the Firmware and other software, Services and Netradyne Materials, including any and all Intellectual Property Rights therein, and all Intellectual Property Rights in and to the Hardware, are and will remain with Netradyne and the respective rights holders in the Third-Party Materials. Customer has no right, license or authorization with respect to any of the Services, Firmware, software or Netradyne Materials (including Third-Party Materials) except as expressly set forth in Section 2(e), in each case subject to Section 2(g). All other rights in and to the Services, Firmware, software and Netradyne Materials (including Third-Party Materials) are expressly reserved by Netradyne and the respective third- party licensors.
As between Customer and Netradyne, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Proprietary Data,.
Customer hereby irrevocably grants, assign and transfer all such rights and permissions in or relating to Customer Proprietary Data to Netradyne and its subcontractors as are reasonably necessary for Netradyne to (i) perform the Services on Customer’s behalf and enforce this Agreement and exercise its rights and perform hereunder; (ii) to support the Products and Services; and (iii) to improve the Products and Services. For clarity, Netradyne has no right to share Customer Proprietary Data with any third parties other than for the purposes outlined in this Section 9(d), unless required by law.
To the extent Customer has any right, title or interest to Deidentified Driving Data, Customer hereby irrevocably grants, assign and transfer to Netradyne all such rights and permissions in or relating to Deidentified Driving Data, for Netradyne (i) to perform the Services; (ii) to support the Products and Services; (iii) to improve the Products and Services; and (iv) to develop new products and services. Netradyne has no right to share Deidentified Driving Data with any third parties, unless required by law.
As between Customer and Netradyne, Netradyne is and will remain the sole and exclusive owner of all right, title and interest in and to all Anonymized Data deliverables and output generated reports and information and acknowledges that Netradyne may use it (i) to perform the Services; (ii) to support the Products and Services; (iii) to improve the Products and Services; (iv) to develop new products and services; and (v) for any commercial purposes.
Customer, to the extent any Driver or Authorized User has any right, title or interest to Driving Data, Identified Driving Data, Deidentified Driving Data, or Netradyne Derived Data, shall and hereby does cause each of its Authorized Users and Drivers to unconditionally and irrevocably grant all such rights and permissions, including the sole and exclusive ownership of all Intellectual Property Rights relating thereto, as are reasonably necessary for Netradyne to exercise its rights pursuant to Sections 9(d) and 9(e).
Customer further represents, warrants and covenants to Netradyne, that Customer has and will have the necessary rights, and consents to assign to Netradyne all rights in the Netradyne Materials as set forth in this Agreement. For avoidance of doubt, Customer 10 warrants that it has procured adequate consent of the staff/employee/user in accordance with all the applicable laws to share their personal information with Netradyne including but not limited to name, email address, personal information that may be contained within Identified Driving Data, Identified Netradyne Derived Data, Deidentified Driving Data, and Deidentified Netradyne Derived Data, and all other relevant personal information for the purposes of this agreement, and further that Netradyne may remove such personal information to generate Anonymized Data.
Customer represents, warrants and covenants to Netradyne that Customer owns or otherwise has and will have any necessary rights and consents in and relating to the Customer Proprietary Data so that, as received by Netradyne and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any Authorized User, Driver or third party or violate any applicable Law.

Confidential information

Netradyne may disclose to Customer, or Customer may otherwise receive access to, Confidential Information (as defined below). Customer shall use the Confidential Information solely for the purposes of this Agreement and shall not disclose or permit access to Confidential Information other than to its contractors or employees (collectively, "Representatives") for purposes of this Agreement, who shall at all times be subjected to the same or stringer confidentiality obligations. Customer shall safeguard the Confidential Information from unauthorized use, access or disclosure using a reasonable degree of care. Customer shall promptly notify Netradyne of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further use or disclosure. "Confidential Information" means all non-public, proprietary or confidential information of Netradyne, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as "confidential", including the feedback, any innovations and the terms of this Agreement; provided, however, that Confidential Information does not include any information that:
- is or becomes generally available to the public other than as a result of Customer’s or its Representatives' act or omission; or
- is obtained by Customer or its Representatives on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information. Customer will be responsible for any breach of this Agreement caused by its Representatives.
Customer understands that the breach of confidentiality obligations will have a deep impact on the business and revenues of Netradyne. Accordingly, any misuse of the Confidential Information or outcomes by Customer shall have an economic impact and Netradyne reserves its right for legal remedies under this Agreement to claim damages for any such breach of confidentiality obligation, in addition to any and all other legal or equitable remedies available to Netradyne under law.
The confidentiality obligation stated herein shall survive termination/expiry of the term of this Agreement.

Acknowledgements & warranty limitations

Unless otherwise agreed between the parties, Netradyne warrants to Customer during the term of this Agreement from the date of shipment of the Hardware ("Warranty Period"), such Hardware will materially conform to Netradyne's published specifications in effect as of the Effective Date of this Agreement and such Hardware will be free from material defects in material and workmanship.
Netradyne warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement. Netradyne gives no warranty or representation that the product and/or services will always be entirely secure.
Customer acknowledges that the product and/or services are designed to be compatible only with that software and those systems specified as compatible in the specifications provided by Netradyne; and Netradyne does not warrant or represent that the product and/or services will be compatible with any other third party software or systems.
Except for the warranty set forth in Section 11 (a) and (b), parties acknowledge and agree that the commercial performance of Product and Services depend on numerous factors beyond the Netradyne’s control. Netradyne does not make any, and expressly disclaims all representations and warranties as to the profits, revenues, royalties, free from defects/errors/bugs, fitness for a particular purpose, merchantability, non-infringement of intellectual property rights of a third party and no liability shall be imposed upon the other Party based on any claim that (i) more sales or revenue could have been made or earned and/or (ii) better prices, rates, commissions or transactions could have been obtained.
Netradyne shall not be liable for a breach of the warranties set forth in Section 11(a) and Section 11(b) unless: (i) Customer gives written notice of the defective Hardware, Firmware or Services, as the case may be, reasonably described, to Netradyne within ten (10) days of the time when Customer discovers or ought to have discovered the defect; (ii) if applicable, Netradyne is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 11(a) to examine such Hardware and Customer (if requested to do so by Netradyne) returns such Hardware to Netradyne's place of business at Customer's cost for the examination to take place there; and (iii) Netradyne reasonably verifies Customer's claim that the Hardware, Firmware or Services are defective.
Netradyne shall not be liable for a breach of the warranties set forth in Section 11(a) or Section 11(b) if: (i) Customer makes any further use of such Hardware, Firmware or Services after giving such notice (except that Customer may continue to use the Driveri Services after giving such notice); (ii) the defect arises because Customer failed to follow Netradyne's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Hardware or the use of the Firmware or Services; (iii) Customer alters or repairs such Hardware or Firmware without the prior written consent of Netradyne.
Subject to Section 11(f) and Section 11(g) above, with respect to any such Hardware during the Warranty Period, Netradyne shall, in its sole discretion, either: (i) repair or replace such Hardware (or the defective part) or (ii) credit or refund the price of such Hardware at the pro rata contract rate provided that, if Netradyne so requests, Customer shall, at Customer’s expense, return such Hardware to Netradyne.
Subject to Section 11(f) and Section 11(g) above, with respect to any Services subject to a claim under the warranty set forth in Section 11(b), Netradyne shall, in its sole discretion, (i) repair or reperform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.
THE REMEDIES SET FORTH IN SECTION 11(h) AND (i) SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND NETRADYNE'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTIONS 11(a) AND (b), RESPECTIVELY.

Representations & warranties:

Netradyne may disclose to Customer, or Customer may otherwise receive access to, Confidential Information (as defined below). Customer shall use the Confidential Information solely for the purposes of this Agreement and shall not disclose or permit access to Confidential Information other than to its contractors or employees (collectively, "Representatives") for purposes of this Agreement, who shall at all times be subjected to the same or stringer confidentiality obligations. Customer shall safeguard the Confidential Information from unauthorized use, access or disclosure using a reasonable degree of care. Customer shall promptly notify Netradyne of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further use or disclosure. "Confidential Information" means all non-public, proprietary or confidential information of Netradyne, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as "confidential", including the feedback, any innovations and the terms of this Agreement; provided, however, that Confidential Information does not include any information that:
- is or becomes generally available to the public other than as a result of Customer’s or its Representatives' act or omission; or
- is obtained by Customer or its Representatives on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information. Customer will be responsible for any breach of this Agreement caused by its Representatives.
Customer understands that the breach of confidentiality obligations will have a deep impact on the business and revenues of Netradyne. Accordingly, any misuse of the Confidential Information or outcomes by Customer shall have an economic impact and Netradyne reserves its right for legal remedies under this Agreement to claim damages for any such breach of confidentiality obligation, in addition to any and all other legal or equitable remedies available to Netradyne under law.
The confidentiality obligation stated herein shall survive termination/expiry of the term of this Agreement.

Your use: All non-video data (e.g., driver history, statistics, reports) that is available to you through the provision of Netradyne services will remain available for twelve months in addition to the month in which it was gathered. This means that non-video data collected on July 15 will be available to you through the end of July of the following year.

Insurance

Netradyne agrees that the liability to insure the products installed will be in the scope of Netradyne. Customer agrees that the liability to insure the Vehicles will be in the scope of Customers. Each party shall immediately inform about any such damage to other party and shall provide the requisite documents for claiming from Insurance company including the Certificate of Fact and other documents as required.

Indemnity & limitation of liability

Each Party agrees to indemnify and keep indemnified and hold harmless the other Party, its directors, members, officers, agents, and employees from any and all direct, indirect, consequential liabilities, losses, claims, damages, actions, proceedings, judgments, settlements, expenses (each referred to as a “Claim”) or the like, arising out of:
- on any of the representations, warranties and assurances provided in the Agreement being untrue;
- non-compliance of any applicable laws; and
- infringement of Intellectual Property Rights pertaining to provision and use of products and services under this Agreement including Customer’s breach under this Agreement.
Notwithstanding anything to the contrary elsewhere contained in this Agreement, the Aggregate liability of the Netradyne for any claims arising out of in relation to this Agreement, whether in contract, tort or otherwise shall not exceed the total fees paid by Customer under this Agreement for the preceding three (3) months from the date of first claim arose.
In no event shall either party be liable to the other or to any third-party for any loss of use, revenue or profit, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not the party has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
It is hereby agreed between the Parties, excluding for breach of any applicable laws, gross negligence, data privacy, wilful misconduct and infringement of intellectual property rights, the aggregate liability of the Customer for any claims arising out of in relation to this Agreement, whether in contract, tort or otherwise shall not exceed the total fees paid by Customer under this Agreement from the date of first claim arose.

Non-compete & non-solicit

The Customer hereby covenants and agrees that, during the term of this Agreement and Five (5) years thereafter following the termination or expiration of this Agreement, the Customer shall not, directly or indirectly, solicit for employment, or otherwise encourage the departure of any customer, employee, consultant, supplier, vendor, agent, contractor or officer working associated with the Company. The Customer shall not, carry on or engage in, directly or indirectly, whether for profit or otherwise, in any business which competes with the whole or any part of the business of Company, during the term of this Agreement and Five (5) years thereafter following the termination or expiration of this Agreement.

Miscellaneous

Nature of Relationship. The Parties agree that each is an independent contractor in the performance of this Agreement. Nothing herein or in the performance hereof shall imply a joint venture or principal and agent relationship between the parties. Neither Party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other.
Survival. The Clauses of this Agreement which by their nature are intended to survive termination of this Agreement shall remain in effect after such termination, including but not limited to the clauses related to Confidentiality, Intellectual Property, Indemnity, Governing Law and Jurisdiction.
Force Majeure. Neither Party shall be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of god, acts of war, insurrection, revolution, civil strife, earthquake, fire, flood, embargo, riot, sabotage, power failure, strikes, lock-outs, governmental act or any other cause which could not have been foreseen by the concerned Party.
Notices. All notices and requests in connection with this Agreement shall be given or made upon the respective parties in writing and by e-mail, fax, registered post, and addressed to the Party at the address set forth herein or to such other address as the Party to receive the notice or request so designates by written notice to the other. All notices and requests shall be deemed as given as of the day of receipt by the respective Party.
Modification of Agreement. No amendment, change, waiver, or discharge of any of the terms and conditions laid down hereunder shall be valid unless made in writing and signed by an authorized representative of the Party against which such amendment, change, waiver, or discharge is sought to be enforced.
Governing Law & Jurisdiction. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of India, without giving effect to the principles of conflict of laws. In the event of any dispute or differences between the Parties relating to this Agreement, the same shall be first attempted to be settled amicably by mutual negotiations within 30 days, failing which such dispute shall be referred to a sole arbitrator who shall be appointed with the mutual consent of both Parties. The Arbitration shall be conducted in accordance with the provisions of Arbitration and Conciliation Act, 1996 or any amendment thereof. The venue of arbitration shall be Bangalore, India and the language to be used in the arbitration proceedings shall be English. Subject to the provisions of the foregoing clause, this Agreement shall be subject to the jurisdiction of the Courts in Bangalore, India.
Usage of Logo. Neither Party shall use other Party’s intellectual property rights, except as per stated in this Agreement. However, Customer hereby agrees and authorises Netradyne to use its logo and name for marketing purposes including client reference.
Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
No Waiver. The failure or any delay of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder.
Assignment. This Agreement and the rights and duties hereunder shall not be assignable by the Parties hereto except with written consent of the other Party.
Entire Agreement. This Agreement along with the business proposal submitted by Netradyne constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior written agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement.
Counterparts. This Agreement may be executed in multiple copies, each of which shall for all purposes constitute an Agreement binding on the parties, and each Party thereby covenants and agrees to execute all duplicates or replacement counterparts of this Agreement as may be required.
Service Charges. Cost of repair and service charges for repair in case of a non – warranty issue, one that involves device tamper by the Company, shall be as per Netradyne’s standard service cost and repair charges.

Customer data retention policy

Annexure- 3

Netradyne’s goal with regard to Data Retention is to ensure that it retains data necessary to effectively provide, and to continually improve and develop, products and services. This Policy is subject to the terms and conditions of the Agreement, and in the event of a conflict between the terms and conditions of this Agreement and this Policy, the terms and conditions of the Agreement shall control.

Scope

This policy, unless agreed in writing otherwise, covers the data collected through the Driver·i unit and stored on Netradyne-owned or leased systems and media. It applies to data collected and held electronically, including video and audio recordings. Our retention of certain information may be governed by applicable law or legitimate business purposes.

Reasons for data retention

Netradyne retains information to effectively provide services and to comply with applicable laws and regulations. The reasons we may retain data include:

Providing ongoing services to you;
Improving and developing products and services;
For training;
To comply with applicable laws, rules, and regulations; and
Because you have requested, and we have agreed in writing, to retain it outside of our normal policy.

Data duplication

Netradyne seeks to avoid duplicative data storage whenever possible, but there are certain instances where data may be held in more than one place. However, any data that you download from the Netradyne system is no longer under our control and therefore not subject to this policy.

Retention requirements

Inward-facing video date: Your use: All inward-facing video data is available to you through the Netradyne system for three months in addition to the month in which it was gathered (“Availability Period”). This means that video collected on July 15 will be available to you through the end of October. Netradyne may retain a very small percentage of inward-facing videos (less than 0.1%) for the limited purpose specified in Section 9(e) of the Agreement (“ML Data”). Individual drivers may opt out of this use by providing notice to Netradyne. Upon selection as ML Data, personally identifiable information will be disassociated from such videos. Any inward-facing videos that are not part of the ML Data set (greater than 99.9%) will be deleted within a commercially reasonable time following the end of the Availability period.

Outward-facing video data: Your use: All outward-facing video data is available to you through the Netradyne system for three months in addition to the month in which it was gathered (“Availability Period”). This means that video collected on July 15 will be available to you through the end of October.

Non-video data: Your use: All non-video data (e.g., driver history, statistics, reports) that is available to you through the provision of Netradyne services will remain available for twelve months in addition to the month in which it was gathered. This means that non-video data collected on July 15 will be available to you through the end of July of the following year.

Personal information: We do not and will not sell your (or your drivers’) personal information or share it with any third parties. Exceptions for Legal Proceedings On rare occasions, it may be necessary to retain certain data, such as if we are required to do so by applicable law, contract, or due to litigation or business disaster recovery needs.

Exceptions for legal proceedings

On rare occasions, it may be necessary to retain certain data, such as if we are required to do so by applicable law, contract, or due to litigation or business disaster recovery needs.