Master SaaS Agreement

This Master SaaS Agreement is entered into between Netradyne, Inc., a Delaware corporation, with offices at 9171 Towne Centre Drive, Suite 110, San Diego, California 92122 (“Netradyne”) and the undersigned counterparty to this Agreement (“Customer”). This Agreement is effective on the date it has been fully executed by the parties (the “Effective Date”). Capitalized terms not defined elsewhere in this Agreement have the meanings given them in Exhibit A.

The parties agree as follows:

1. Orders.

Customer’s procurement of Services and other Netradyne offerings will be pursuant to one or more Order Forms. Customer may issue a purchase order against an Order Form, but must reference the Order Form in its purchase order. Further, any customer purchase order will be valid solely for the purpose of processing the Order Form on the terms and conditions in the Order Form and otherwise in this Agreement. Any terms and conditions in a purchase order, Order Form acknowledgement, or similar document issued by Customer that supplement or conflict with the terms and conditions of this Agreement will be void and of no effect. No Order Form will be effective until executed by Netradyne and Customer or placed by on or behalf of Customer through Customer’s account in the IDMS (“Driver•i Store Purchases”). In the event of any conflict between the terms of the body of this Agreement and the terms of an Order Form, the terms of the Order Form will prevail only as to that Order Form.

2. Prices; Taxes.

Customer hereby purchases the Services and/or other Netradyne offerings at the prices and on the other terms and conditions, each as are set forth in each Order Form. Unless explicitly set forth in the applicable Order Form, all prices are exclusive of all shipping and installation and related costs and all sales, use, and excise taxes, and any other similar taxes, duties, tariffs, and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer is responsible for all such charges, costs and taxes; provided, that, Customer is not responsible for any taxes imposed on, or with respect to, Netradyne’s income, revenue, gross receipts, personal or real property, or other assets.

3. Payment Terms.

• Unless otherwise agreed to in writing by Netradyne and Customer, Customer shall pay all amounts owed to Netradyne under this Agreement on or prior to the due dates set forth in the Order Form. Customer shall pay interest on all late payments not disputed in good faith at the lesser of the rate of 1.5% per month and the highest rate permissible under applicable law, calculated daily and compounded monthly, from the date first overdue until paid. Customer shall reimburse Netradyne for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law, Netradyne may suspend delivery of any and all Hardware and/or performance of any Services if Customer fails to pay any amounts not disputed in good faith when due and the failure continues for ten (10) days following written notice thereof. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Netradyne.
• For Driver•i Store Purchases, payments will be processed through Netradyne’s third party payment processor (“Payment Processor”), currently Shopify, at the time of purchase and Customer authorizes Netradyne and the Payment Processor to charge Customer’s payment card or bank account provided by Customer. Payment Processor terms and conditions may apply and supplement this Agreement as to Driver•i Store Purchases.
• Customer acknowledges and agrees that, when Customer uses a third-party financing service to fund payments owed hereunder (a “Financing Provider”), including one introduced or referred by Netradyne, (i) Customer’s payment obligations to Netradyne are governed solely by this Agreement and (ii) Netradyne is not and will not become a party to any such arrangement entered into between Customer and any Financing Provider. Any such financing arrangements do not limit Customer’s obligations under an Order Form or otherwise under this Agreement.

4. Hardware.

• Delivery. Unless expressly otherwise agreed to by the parties in writing on a case-by-case basis, (i) Netradyne reserves the right to select the carrier and method of shipment for Hardware to be provided under an Order Form and (ii) Netradyne will deliver the Hardware to the street address specified in the applicable Order Form or to the address on the installation project plan agreed to by the parties (in either case, the “Delivery Point”) using Netradyne’s standard methods for packaging and shipping the Hardware. Customer is responsible for all unloading costs and providing equipment and labor reasonably suited for receipt of the Hardware at the Delivery Point. Any time quoted by Netradyne for delivery is an estimate only. Netradyne is not liable for any loss or damage arising from any delay in fulfilling any order, failure to deliver, or delay in delivery of Hardware. Netradyne may, in its sole discretion, without liability or penalty, make multiple partial shipments of Hardware to Customer.
• ‍Transfer of Risk of Loss and Title. As between the parties, risk of loss as to Hardware sold pursuant to an Order Form passes upon shipment of the Hardware by or on behalf of Netradyne. Title to Hardware passes when (i) the Hardware has been delivered to the Delivery Point and (ii) Netradyne has received full payment on the first invoice associated with the shipped Hardware.
• Export Controls. Where delivery requires the export of Hardware that is subject to compliance with customs, export control, and other applicable laws, including to the requirement of obtaining export licenses, Customer shall promptly furnish all required or reasonably requested consular and customs declarations and other documents. Customer bears all responsibility for penalties resulting from errors or omissions in such Customer-provided documents. Customer shall not re-export Hardware or any products or items that incorporate Hardware if such re-export would violate foreign or United States export laws.

5. Installation; Maintenance.

Except as otherwise expressly set forth in the applicable Order Form, Customer assumes responsibility for the installation of Hardware. Customer also assumes responsibility for maintenance of Hardware and ensuring its vehicles and connectivity equipment for the Hardware meets all specifications and other criteria identified by Netradyne as necessary in order to support the Driver•i Service.

6. Services.

• Driver•i Service; Authorization. Subject to and conditioned on Customer’s, including its Authorized Users’ compliance with the terms and conditions of this Agreement, including the payment of fees owed, during the Subscription Term set forth in the applicable Order Form (including extensions and renewals thereof made in accordance with this Agreement), Netradyne shall deliver and perform the Driver•i Service (with included Hardware) and use commercially reasonable efforts to make the Driver•i Service available to Customer and its Authorized Users via the internet for the Customer’s internal business purposes only, in accordance with the applicable Order Form(s), in substantial conformity with the Documentation, and subject to the terms and conditions in Exhibit B (Netradyne Service Level Agreement or “SLA”). This authorization is non-exclusive and non-transferable. For any specified dates or timelines for performance of Services in an Order Form, Netradyne shall use reasonable efforts to meet such dates and timelines, and any such dates and timelines shall be estimates only, 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.
• 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 Driver•i Service and Netradyne Materials, including the: (A) Netradyne Systems; (B) selection, deployment, hosting, modification, and replacement of the Service Software; and (C) performance of Driver•i 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, Customer Systems. Customer has sole responsibility for all access to and use of the Driver•i Service and Netradyne Materials by any person, by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including (A) that information, instructions, or materials provided by any of them to the Driver•i Service or Netradyne including Service Data; (B) those results obtained from any use of the Driver•i Service or Netradyne Materials, including conclusions, decisions, or actions based on such access and use; and (C) all access to and use of the Driver•i Service 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 and/or use. Customer shall maintain the confidentiality and security of the credentials for access to the Driver•i Service and protect against any unauthorized access to or use of the Driver•i Service.
• Restrictions on Customer. Customer shall not, and shall not permit any third party to, access or use the Driver•i Service 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 Driver•i Service, any Driver•i Device™, or Netradyne Materials;
  • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Driver•i Service, Driver•i Device, 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 Driver•i Service, any Driver•i Device, or Netradyne Materials, in whole or in part;
  • bypass or breach any security device or protection used by the Driver•i Service, any Driver•i Device, or Netradyne Materials or access or use the Services, any Driver•i Device, 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 Driver•i Service, any Driver•i Device, 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 Driver•i Service, Netradyne Systems or Netradyne’s provision of services to any third-party, in whole or in part;
  • remove, delete, alter or obscure any trademarks, Specifications, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Driver•i Service or Netradyne Materials, including any copy thereof;
  • access, scrape images from, or use the Driver•i Service 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 Driver•i Service, any Driver•i Device, or Netradyne Materials for purposes of competitive analysis of the Driver•i Service 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 Driver•i Service, any Driver•i Device 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; or
  • otherwise access or use the Driver•i Service, any Driver•i Device, or Netradyne Materials beyond the scope of the authorization granted under Section 6.a.
• Modification of Subscription Offerings. Notwithstanding anything in this Agreement to the contrary, (A) Netradyne may, from time to time, modify the Driver•i Service and any other of its subscription-based offerings Customer has procured without the consent of Customer where the modifications (i) do not materially degrade the features or functionality of the Driver•i Service or (ii) are necessary to comply with applicable law and (B) Netradyne may, from time to time, modify the types, Specifications, and versions of Hardware offered by Netradyne, including those offered with the Driver•i Service.

7. Data Protection, Privacy and Related Compliance.

• Netradyne’s Data Retention Policy. Customer acknowledges that Netradyne’s Data Retention Policy, available at www.netradyne.com/legal/cdr (the “Data Retention Policy”) (attached in its current form as Exhibit C) governs Netradyne’s retention of Service Data and matters set forth in the Data Retention Policy. It is Customer’s obligation to access and retain any Service Data that it wishes to access or retain within its availability period as defined in the Data Retention Policy.
• Compliance with Privacy Laws. Customer is responsible for complying with all applicable federal, state, and international laws, including data protection and privacy laws, regulations, ordinances, orders, and rules with respect to any personal data of its employees, independent contractors, subcontractors, and any person visually, audibly, or otherwise recorded by a Driver•i Device (each of the foregoing, a “Driver”), in connection with its use of the Driver•i Service or any Driver•i Device and in order to comply with the terms and conditions of this Agreement. Without limiting the foregoing, 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 is stored on or relates to any Hardware, Firmware or the Driver•i Service or other Services, including, without limitation, images, sound recordings, location information, and other Service Data; (ii) shall implement administrative, physical, and technical safeguards to protect the same; (iii) shall maintain an up-to-date privacy policy that fully explains (A) what personal information it collects through one or more such Netradyne offerings, (B) how it uses that information, (C) how it secures that information, (D) to whom it discloses that information, and (E) other privacy disclosures required by law; and (iv) shall comply with all applicable laws, including without limitation data security, privacy, biometric, marketing, and consumer protection laws as applicable within the United States, as well as the applicable data protection and privacy laws and regulations with respect to Service Data and any other personal data that Customer may Process or maintain in connection with its use of the one or more of the Hardware, the Firmware, and the Services. Netradyne does not represent or warrant, and nothing in this Agreement will be construed to mean, that the Driver•i Service or any other Netradyne products or services, or any 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 the Driver•i Service or in which a Driver•i Device is installed is in a location that prohibits, by law or otherwise, recording of any data including sounds, Customer will ensure compliance therewith. Customer shall ensure that before using the Driver•i Service or a Driver•i Device, the Driver of each vehicle in which a Driver•i Device is installed and in use, is notified of such use, including that Netradyne retains and may use such data as contemplated by this Agreement. AS BETWEEN THE PARTIES, IT IS CUSTOMER’S OBLIGATION, AND NOT NETRADYNE’S, TO PROVIDE ANY AND ALL NOTICES TO, AND TO OBTAIN ANY CONSENTS FROM, ANY PERSONS THAT ARE LEGALLY REQUIRED TO RECEIVE NOTICE OR WHOSE CONSENT IS REQUIRED UNDER ANY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, WHEN A VEHICLE UTILIZING THE DRIVER•I SERVICE OR A DRIVER•I DEVICE IS IN A LOCATION THAT PROHIBITS OR RESTRICTS, BY LAW OR OTHERWISE, ONE OR MORE OF: 1) THE COLLECTION OF ANY INTERNAL VEHICLE FOOTAGE, 2) RECORDING OF ANY DATA INCLUDING SOUNDS; 3) THE COLLECTION OF “LIVE STREAMING” INFORMATION; OR 4) THE COLLECTION OF ANY BIOMETRIC INFORMATION, CUSTOMER SHALL ENSURE COMPLIANCE THEREWITH. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT ENABLING NETRADYNE’S VISUAL LOG-IN SERVICE MAY BE CONSIDERED THE COLLECTION OF BIOMETRIC INFORMATION UNDER APPLICABLE LAW, AND CERTAIN JURISDICTIONS (INCLUDING ILLINOIS, TEXAS, AND THE CITY OF PORTLAND, OREGON) HAVE ENACTED LAWS THAT HAVE NOTICE, CONSENT, AND OTHER REQUIREMENTS FOR OR RELATING TO THE COLLECTION AND/OR USE OF SUCH INFORMATION. PLEASE CONSULT THE NETRADYNE PRIVACY PAGE FOR ADDITIONAL INFORMATION: netradyne.com/legal/privacy-policy, OR AS SPECIFICALLY RELATED TO BIOMETRIC INFORMATION: netradyne.com/legal/biometric-data-privacy-policy.
• Subpoena Compliance. If Customer or Netradyne receives a subpoena or other legally required disclosure relating to Customer’s billing records, Service Data, or any information collected from or Processed in connection with the Hardware, the Firmware, or the Services, Customer or Netradyne agree to promptly notify the other of the subpoena or legally required disclosure, and to assist the other with compliance. If Netradyne is required to expend significant efforts or resources to comply with a Customer-related subpoena or other legally required disclosure, Netradyne may charge Customer for such time and resources at its then generally applicable rates.
• 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 shall, to the extent legally permitted, promptly notify the other party of such order, and provide them with any information it needs 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.

8. Proprietary Rights.

• Of Netradyne.
  • Generally. As between the parties, all right, title, and interest in and to the Netradyne Materials and the Driver•i Service, 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 its licensors. Except for the limited rights expressly set forth in this Agreement, Customer has, and under this Agreement is granted, no right, license, or authorization with respect to, and 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 Driver•i Service, the Driver•i Device, or other Hardware, or any Netradyne Materials, whether expressly, by implication, estoppel or otherwise, which rights, title, and interest are expressly reserved by Netradyne.
  • Firmware. Netradyne grants to Customer a non-transferable, non-sublicensable, and non-exclusive license to use the Firmware solely when installed in and to the extent necessary to operate the Driver•i Device on which it is installed in compliance with accompanying Documentation and solely during the applicable Subscription Term associated with such Driver•i Device. All such Firmware is licensed, not sold, to Customer and is subject to any additional Netradyne license that may accompany such Firmware. For avoidance of doubt, Customer may not transfer, copy, or install Firmware or other Netradyne-provided software to or onto any goods not acquired from Netradyne. Firmware and other Netradyne-provided software may only be installed and used on the specific, single Driver•i Device, in the case of Firmware, or other device, in the case of other software, for which it is licensed, excluding only updates (i.e., error corrections, patches or updates to such software published by Netradyne for general customer distribution at no charge).
• Of Customer. 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 Service Data subject to the rights and permissions granted to Netradyne in this Section 8.
• Data.
  • Service Data. Customer grants all such rights and permissions in or relating to Service Data to Netradyne and its subcontractors as are reasonably necessary for Netradyne to (A) perform Netradyne’s obligations and exercise and enforce Netradyne’s rights under this Agreement; (B) generate Deidentified Service Data and Anonymized Data; and (C) develop and improve Netradyne products and services.
  • Deidentified Service Data. Customer acknowledges that Netradyne may use Deidentified Service Data to (A) perform Netradyne’s obligations and exercise and enforce Netradyne’s rights under this Agreement; and (B) develop and improve Netradyne products and services.
  • Anonymized Data. 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.
  • Rights of Third Parties. Customer represents, warrants, and covenants to Netradyne, that Customer has and will have the necessary rights and consents necessary for Customer to validly make the assignments and grants of permission to Netradyne as are set forth in this Agreement so that, when Netradyne performs its obligations and exercises its rights in accordance with this Agreement, Netradyne will not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of, or violate any applicable law with respect to, any Authorized User, Driver, or third party.
• Feedback. To the extent that Customer provides Netradyne with any information, suggestions, bug reports or fixes, ideas for enhancements or modifications, or other feedback regarding the Driver•i Service in whole or in part, or any other Netradyne product or service (collectively, “Feedback”), Netradyne may, in perpetuity and without obligation, freely use, disclose, reproduce, license, distribute, and otherwise commercialize and exploit the Feedback in the development and commercialization of its products and services and for any other purpose. Netradyne acknowledges that Feedback is provided “as-is” and without warranties, express or implied. For clarity, except as specifically stated in the preceding sentence, nothing in this section constitutes a license in favor of Netradyne under any copyrights, trade secrets, or patents.

9. Driver•i Device Warranty and Other Terms and Conditions.

Driver•i Devices supplied pursuant to this Agreement are subject to the Limited Warranty and other terms and conditions set forth in the Driver•i Device Warranty Terms and Conditions attached as Exhibit D.

10. Disclaimer.

• EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 9 AND WITHOUT LIMITING NETRADYNE’S COMMITMENTS IN THE SLA, NETRADYNE MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE HARDWARE, FIRMWARE, OR THE DRIVER•I SERVICE OR OTHER SERVICES, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
• Without limiting the foregoing, Netradyne is not responsible and bears no liability for malfunction or inoperability of Hardware, Firmware, Service Software or Services resulting from (A) Customer directly or indirectly breaching Section 6.c (Restrictions on Customer), (B) changes to or de-commitment of operating systems or other applications by any original equipment manufacturer, (C) introduction of a virus or other malware caused directly or indirectly by Customer or through Customer Systems, (D) inoperability or incompatibility with any Customer Systems or (E) any breach of this Agreement by Customer. Any such actions will render any remaining applicable warranty immediately void and of no further force or effect. If Customer becomes aware of any actual or threatened activity prohibited by Section 6.c, 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 Driver•i Service and Netradyne Materials); and (ii) notify Netradyne of any such actual or threatened activity.
• The Driver•i Service does not replace the need for Customer to maintain regular data backups or redundant data archives. NETRADYNE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF SERVICE DATA.

11. Limitation of Liability.

• OTHER THAN FOR CLAIMS OF WILLFUL MISCONDUCT, FRAUD, BREACHES OF SECTION 17 (CONFIDENTIAL INFORMATION), AND THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 12, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING IN THE FORM OF LOSS OF USE, REVENUE OR PROFIT) WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE 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.
• EXCEPT FOR BREACHES OF CONFIDENTIAL INFORMATION INCLUDING DATA BREACHES, AS DEFINED BELOW, IN NO EVENT WILL NETRADYNE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO NETRADYNE FOR THE HARDWARE AND SERVICES SOLD HEREUNDER OVER THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED (THE “STANDARD CAP”). WITH RESPECT TO DATA BREACHES, IN NO EVENT WILL NETRADYNE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OTHERWISE, EXCEED AN AGGREGATE AMOUNT EQUAL TO 2 TIMES THE STANDARD CAP. FOR PURPOSES OF THIS SECTION 11, “DATA BREACH” MEANS THE ACCIDENTAL OR UNAUTHORIZED DISCLOSURE OF OR ACCESS TO SERVICE DATA AS A RESULT OF NETRADYNE’S BREACH OF ITS SECURITY OBLIGATIONS WITH RESPECT TO SERVICE DATA PROVIDED IN THIS AGREEMENT.

12. Indemnification.

Customer shall indemnify, defend, and hold harmless Netradyne and its subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns from and against all liabilities, losses, damages, settlements, costs, and other expenses (including reasonable attorneys’ fees and costs) resulting from any claim, demand, cause of action, suit, or proceeding from an unaffiliated third party (each, a “Claim”) that arises out of or relates to one or more of: (i) Service Data, including any Processing of Service Data by or on behalf of Netradyne; (ii) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Customer, any Authorized User, or any other person accessing or using Customer’s account within the Driver•i Service; (iii) the gross negligence or more culpable act or omission (including willful misconduct) by Customer or any Authorized User, or any third-party purportedly on behalf of Customer or any Authorized User, in connection with this Agreement; or (iv) Customer’s breach of Section 7.b. Customer’s obligations or performance under this Section 12 does not limit any right or remedy that Netradyne has or may have in the future under the Agreement, at law (including under statute) or in equity. The indemnity obligations as to a Claim are conditioned upon Netradyne promptly providing Customer with written notice of the Claim (except that Netradyne’s failure to promptly notify Customer of a Claim will not limit, impair or otherwise affect the indemnified parties’ rights under this Section 12 unless Customer is prejudiced by that failure, and then only to the extent of the prejudice). Customer has the right to control the defense and all negotiations relative to the settlement of the Claims. An indemnified party may, at its own expense, assist in the defense if it so chooses. Any settlement intended to bind an indemnified party will not be final without the indemnified party’s written consent, which will not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Customer may settle any Claim without the written consent of the indemnified party if that settlement includes a full and final release of all Claims against the indemnified party and does not make any admissions of wrongdoing by, or impose any obligations on, the indemnified party and does not require indemnified party pay any legal fees, costs, or expense incurred in connection with the claim.

13. Equitable Relief.

Customer acknowledges and agrees that a breach or threatened breach by it of any of its obligations under Sections 6.c (Restrictions on Customer), 8.a (Proprietary Rights of Netradyne), or 17 (Confidential Information) would cause Netradyne irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Netradyne will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy and Customer expressly waives such requirements. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

14. Compliance with Bribery and Money Laundering Laws.

The parties represent, warrant, and covenant that, as of the Effective Date and at all times during the Agreement Term, Customer does and will comply in relation to its access and use of the Services and Netradyne Materials with (A) any and all anti-corruption laws and regulations of each of those countries in which the Services and Netradyne Materials are used by or on behalf of Customer or in which such laws and regulations otherwise apply, together with, to the extent not included in the foregoing, the anti-corruption laws and regulations of Canada and the United States, including the United States Foreign Corrupt Practices Act (“FCPA”), and the anti-corruption laws and regulations of the European Union and its members states and the United Kingdom, as may be amended from time to time (collectively, “Applicable Anti-Corruption Laws”) and (B) all applicable foreign and domestic laws that prohibit money laundering (the “Anti-Money Laundering Laws”).

15. Customer's Acts and Omissions.

Netradyne will not be responsible for delays in Netradyne’s performance to the extent caused by Customer or its agents, subcontractors, consultants, or employees.

16. Term; Termination or Suspension.

• Agreement Term. This Agreement becomes effective on the Effective Date and continues thereafter until all active Order Forms under this Agreement have terminated or expired in accordance with their terms or until the earlier termination of this Agreement in accordance with its terms (such period, the “Agreement Term”).
• Termination.
  • Netradyne may terminate this Agreement: (A) if Customer fails to pay any amount when due under this Agreement and such failure continues for twenty-one (21) days after written notice of non-payment; (B) upon notice thereof by Netradyne if Customer has not otherwise performed or complied with the material terms of this Agreement, in whole or in part; or (C) upon notice if Customer becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
  • Customer may terminate this Agreement (A) upon a continued, material breach by Netradyne of this Agreement that has not been cured within 60 days of Customer notifying Netradyne in writing specifying the basis of the alleged material breach in detail sufficient to allow cure; or (B) upon notice if Netradyne becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
• Suspension. 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, and any other’s access to or use of all or any part of the Driver•i Service or other Services, Netradyne Materials, or Hardware, 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; or (ii) Netradyne believes, in its reasonable discretion, that: (A) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Driver•i Service in violation of this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications; (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.
• Effect of Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (A) all rights, licenses, consents and authorizations granted by Netradyne hereunder will immediately terminate; (B) Customer shall immediately cease all use of any Services and Firmware and other Netradyne Materials; (C) all accrued rights to payments shall survive, and Customer shall promptly pay in full to Netradyne all outstanding and unpaid fees; and (D) Netradyne may disable all Customer and Authorized User access to the Driver•i Service.

17. Confidential Information.

From time to time during the Agreement Term, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) or to any of such Receiving Party’s employees, officers, directors, partners, shareholders, agents, vendors, attorneys, accountants, or advisors (collectively, “Representatives”), information about its business affairs, products/services, confidential intellectual property, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure and as established by credible corroborating evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 17 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source that, to Receiving Party’s knowledge, is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives before being disclosed by or on behalf of the Disclosing Party; or (d) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information of similar nature or sensitivity, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Receiving Party shall be responsible for any breach of this Section 17 caused by any of its Representatives. The Receiving Party may disclose the Confidential Information of the other party to the minimum extent necessary to comply with a lawful order of a court or taxing authority, or government regulation, provided that the Receiving Party provides the Disclosing Party with advance written notice thereof to the extent legally permissible and reasonably cooperates with the Disclosing Party, at the Disclosing Party’s written request and expense, in seeking confidential or protective treatment of the Confidential Information. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its Representatives to prevent the breach or threatened breach of this Section 17 and to secure its enforcement as set forth in Section 13. For the avoidance of doubt, the pricing and related commercial terms in this Agreement, each constitute the exclusive Confidential Information of Netradyne.

18. Miscellaneous.

• Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, written or oral heretofore existing between the parties, with respect to the subject matter of this Agreement and all such agreements and representations prior to the date hereof, written or oral, including any NDAs if applicable, are merged into this Agreement.
• No Waiver. No waiver by Netradyne of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Netradyne. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
• Force Majeure. Neither party will be liable or responsible to the other, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (other than payment obligations) when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the other party including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials, or telecommunication breakdown or power outage.
• Assignment. Neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. However, a party may, without the consent of the other party, assign this Agreement as a result of a change in control (for example, through a stock purchase or sale, merger, or other form of corporate transaction). Any purported assignment or delegation in violation of this Section is null and void.
• Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party is granted under this Agreement the authority to contract for or bind the other party in any manner whatsoever.
• No Third-Party Beneficiaries; Interpretation. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the terms of this Agreement. The words “includes” and “including” used in this Agreement will be deemed to be followed by the words “without limitation”.
• Governing Law; Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California. Except as the parties otherwise expressly agree in writing, any legal suit, action, or proceeding arising out of or relating to this Agreement may be instituted exclusively in the federal courts of the United States of America or the courts of the State of California, in each case, located in San Diego County in the state of California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
• Severability; Cumulative Remedies. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Any remedy granted in this Agreement is in addition to any other legal or equitable right or remedy.
• Survival. Provisions of this Agreement, including Sections 6.c, 7.c, 8, 10, 11, 12, 13, 14, 16.d, 17, 18 and including the parties’ respective rights and obligations under such Sections, and any other provisions that, by their nature, should apply beyond their terms will remain in force after any termination or expiration of this Agreement.
• Notices. All formal notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in a writing addressed to the other party at the party’s address set forth in the Order Form as may be updated from time to time by notice from the party in accordance with this section and will be effective (i) when personally delivered, (ii) two days after being sent by nationally recognized courier (with all fees pre-paid), (iii) the date sent by email or, if sent after sender’s normal business hours, the sender’s next business day, in either case, with confirmation of transmission of the email or (iv) three days after being sent by certified or registered mail (return receipt requested, postage prepaid).

The parties have executed this Master SaaS Agreement as of the Effective Date. Each undersigned signatory represents and warrants that they are duly authorized by their respective party to execute and enter into this Agreement on behalf of the party.

Exhibit A

Definitions

• “Agreement” means the body of the Master SaaS Agreement, all Order Forms executed by the parties and all exhibits and other attachments to the foregoing.
• “Anonymized Data” means Deidentified Service Data further Processed to (i) remove all inward facing camera data and (ii) blur images of persons’ faces and license plates.
• “Authorized User” means an individual authorized by Customer to use the Driver•i Service.
• “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 engaged by Customer.
• “Deidentified Service Data” means Service Data from which Personal Identifiers have been removed, but which may contain images of persons and license plates and that has been aggregated with similar data such that it cannot reasonably be associated with Customer.
• “Documentation” means any written (including electronic) manuals, instructions, or other formal technical documents or materials that Netradyne provides or makes available to Customer in any tangible form or medium that describe the functionality, components, features, specifications, or requirements of the Driver•i Service, Firmware, Hardware, or other Netradyne Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
• “Driver•i Device” means a Hardware device that is proprietary to Netradyne and designed for installation and use in a vehicle as part of the Driver•i Service for the purposes of recording Service Data through the device’s one or more sensors.
• “Driver•i Service” means a Netradyne solution consisting of one or more Driver•i Devices and other Hardware integrated with use of the Service Software hosted and operated by Netradyne and the IDMS and any other end-user interfaces made available by Netradyne for use with the solution to provide a suite of video analytics and vehicle management services provided on a subscription basis.
• “Firmware” means Netradyne proprietary machine-executable code or logic embedded or installed in a Driver•i Device or other Hardware or made available by or on behalf of Netradyne for such purpose.
• “Hardware” means physical devices and equipment sold or otherwise provided to Customer pursuant to this Agreement, including without limitation, and as the context indicates, Driver•i Devices and cables and other physical accessories.
• “IDMS” means Netradyne’s web-based portal made available to Authorized Users for use as part of the Driver•i Service.
• “Intellectual Property Rights” patents, copyrights (including rights in computer software), database rights, design rights and rights in proprietary technical information and know-how, trade secrets and inventions, trademarks, service marks and design marks, all whether registered or not and including all applications for any of them and all equivalent rights in all parts of the world, whenever and however arising for their full term, and including any divisions, re-issues, re-examinations, continuations, continuations-in-part, and renewals.
• “Netradyne Materials” means the Service Software, Driver•i Service, Firmware, 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 technical or functional descriptions, requirements, plans or reports, that are provided, created, or used by Netradyne or any of its subcontractors in connection with the Services; however it does not include Service 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.
• “Order Form” means an electronic or physical document prepared by Netradyne referencing this Agreement and executed or otherwise entered into by the parties setting forth Netradyne Hardware and/or Services being procured by Customer and the related terms and conditions, and includes orders placed through Customer’s account in the IDMS as Driver•i Store Purchases.
• “Personal Identifiers” means data elements or fields within Service Data that directly or indirectly identify a person, including by way of example, a person’s first and last name and vehicle number.
• “Process” means to take any action or perform any operation or set of operations that the Driver•i Service is 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. “Processed”, “Processing” and “Processed” have correlative meanings.
• “Service Data” means information, images, and other electronic content collected by the Driver•i Service or produced by the Driver•i Service for output to Customer and its Authorized Users.
• “Service Software” means the suite of software applications and code, including end-user interfaces and application programming interfaces, maintained by or on behalf of Netradyne and that perform service functions as part of the Driver•i Service.
• “Services” means any and all services performed by or on behalf of Netradyne pursuant to this Agreement including the Driver•i Service.
• “Specifications” means the specifications published by Netradyne, from time to time for one or more of the Driver•i Service or any part thereof, Firmware, or Hardware, as the context indicates, in effect as of the date of determination.
• “Subscription” means the right of Customer and its Authorized Users to access and use the Driver•i Service in relation to a particular Driver•i Device (including replacements thereof, as applicable) in accordance with and subject to the terms of this Agreement during the applicable Subscription Term.
• “Subscription Term” means, with respect to the Driver•i Service and in relation to a particular Driver•i Device (including replacements thereof, as applicable), the period from the date the Driver•i Device is shipped to Customer and continuing for the initial subscription period or term indicated in the Order Form procuring the Driver•i Service and all renewals or extensions thereof in accordance with this Agreement, including in accordance with the applicable Order Form.

Exhibit B

Netradyne Service Level Agreement

Summary

This Service Level Agreement (“SLA”) defines the minimum level of services offered by Netradyne to customers (“Customers”) who subscribe to Netradyne’s services (“Service”) under the terms of the Master Products and Services Agreement or Evaluation Agreement, (either, the “MSA,” as applicable). Unless otherwise provided herein or in the Quote, this SLA is subject to the terms of the MSA. The Services covered by the SLA are listed below.

• Driver•i Service. Driver•i™ cloud-based software platform service and customer portal for video-based analytics.

Prerequisites

• This SLA only applies to active Customers in good standing with Netradyne.
• Customers who subscribe to Services are subject to this SLA unless another agreement pre-empts this SLA.

Credit

Netradyne shall use all reasonable commercial efforts to ensure that the Services are available to Customer, during the term of Customer’s agreement with Netradyne, at least 99% of the time, measured by calendar month. If it is not, Customer may be eligible to receive a credit for the Service (the “Credit”) of up to 25% of the monthly service fee for the month in which the Services were not available to Customer. Any unscheduled downtime will be tracked on a monthly basis. For example, if an unscheduled outage of Services occurs for 15 minutes, and no other outages have been tracked that month, then the monthly uptime is 99.997%. If another unscheduled outage of the same Service occurs for an additional 30 minutes in the same month (a total of 45 minutes for the month), then the monthly uptime will be 99.897%.

Customer shall be eligible for Credit as follows:

• If the monthly uptime is greater than 95% but less than 99%, then the Credit shall be 10% of the monthly service fee for the month in which the Services were not available to Customer.
• If the monthly uptime is less than 95%, then the Credit shall be 25% of the monthly service fee for the month in which the Services were not available to Customer.

Netradyne will apply any Credits only against future payments otherwise due from Customer. At Netradyne’s discretion, Netradyne may issue the Credit to the credit card used by Customer to pay for the billing cycle in which the error occurred. Credits will not entitle Customer to any refund or other payment from Netradyne. A Credit will be applicable and issued only if the Credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Credits may not be transferred or applied to any other account. Unless otherwise agreed to by Netradyne in the Quote, Customer’s sole and exclusive remedy for any unavailability, non-performance, or other failure by Netradyne to provide the Service is the receipt of a Credit (if eligible) in accordance with the terms of this SLA.

Request for Credit

To receive a Credit, Customer must send a written request with the words “SLA Credit Request” in the subject line of the email to support@netradyne.com within thirty (30) days of the Service outage. Customers failure to provide the request and other information as required above will disqualify Customer from receiving a Credit.

SLA Exclusions

Customer shall not be entitled to a Credit, and the service commitment set forth in this SLA shall not apply, where the unscheduled downtime is caused by (i) factors outside of Netradyne’s reasonable control, including force majeure events or Internet access or related problems, (ii) actions or inactions of Customer or any third party, (iii) Customer equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Netradyne’s direct control); or (iv) Netradyne’s suspension and/or termination of Customer’s right to use the Services in accordance with the MSA. Customer shall not be eligible for Credit during an evaluation period.

Exhibit C

Customer Data Retention Policy

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.

Scope

This policy, unless agreed in writing otherwise, covers the data collected through a Driver·i unit. It applies to data collected and held electronically, including video and audio recordings to the extent applicable. Netradyne’s 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 Netradyne 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;
• Due to a data hold; and
• Because you have requested 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 Netradyne’s control and therefore not subject to this policy.

Retention Requirements

The retention periods identified below are default periods. The Customer may modify the Uploaded Video Data and and Non-Video Data retention periods in Netradyne’s IDMS portal (“IDMS”).

UPLOADED VIDEO DATA

All uploaded video data is available on the Netradyne system for three months in addition to the month in which it was gathered (“Video Availability Period”). This means that video collected on July 15 will be available through the end of October.

LOCALLY RECORDED VIDEO DATA

All locally recorded video data that is not uploaded from a Driver-i device to Netradyne servers is available for up to 200 hours (depending on hardware configuration) of driving time, after which such video will be overwritten.

NON-VIDEO DATA

All non-video data (e.g., driver history, statistics, reports) that is available through IDMS will remain available for one year in addition to the month in which it was gathered. This means that non-video data collected on July 15 will be available through the end of July of the following year.

PERSONAL INFORMATION

We do not and will not sell your (or your drivers’) personal information.

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.

Exhibit D

Driver•i Device Warranty Terms & Conditions

These Driver•i Device warranty terms and conditions (these, “Device Terms”) govern warranty and other terms and conditions with respect to Driver•i Devices and other Hardware.

• Hardware Warranties.
  • Limited Warranty. Except as otherwise provided in the applicable Order Form and subject to the terms and conditions of the Agreement (including these Device Terms), Netradyne warrants to Customer that during the Subscription Term associated with a Driver•i Device (the “Warranty Period”), such Driver•i Device will, as and when delivered, (i) materially conform to the Driver•i Device’s Specifications, and (ii) be free from material defects in material and workmanship under normal use and conditions (the “Limited Warranty”). The Limited Warranty provides specific legal rights. Customer may have other warranty rights with respect to Driver•i Devices that vary from state to state. The Limited Warranty is meant to supersede rights arising from the Uniform Commercial Code.
  • Accessories. Hardware that is not a Driver•i Device and that is not otherwise proprietary to Netradyne (“Accessories” and each, an “Accessory”) may be included with the Driver•i Service or otherwise sold to Customer. Accessories are not covered by the Limited Warranty and are instead provided subject to any applicable product warranty extended by the Accessory’s manufacturer to Customer as the end-purchaser of the Accessory (“Manufacturer Warranty”) on a pass-through basis, subject to the limitations and restrictions in 1.c below. For the avoidance of doubt, Netradyne makes no representations or warranties with respect to any Accessories, including any (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty of title; or (iv) warranty against infringement of intellectual property rights of a third-party whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. Accessories are provided “AS-IS” and with all faults. Netradyne shall assist Customer in submitting and processing claims under applicable Manufacturer Warranties during the Subscription Term pursuant to which the Accessories was provided.
  • Limitations and Restrictions. Hardware warranties are void where the claim is based in whole or in part upon: (i) defects arising because Customer failed to follow Netradyne’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of Hardware or the use of the Firmware or Services; (ii) improper storage, handling, or use or other abuse of Hardware; (iii) alterations or repairs of Hardware, Firmware, or Netradyne Materials not performed by or on behalf of Netradyne and without the prior express written consent of Netradyne or use or connection with third party equipment not approved by Netradyne; (iv) damage due to extreme or unusual events or conditions such as those caused by lightning strikes, power surges, unconditioned power supplies, floods or other liquid contact, earthquakes, hurricane, tornados, vermin, or intentional damage. The Limited Warranty supersedes any other representations and warranties with respect to the Driver•i Device and Netradyne specifically disclaims any and all other warranties, including implied warranties of merchantability, fitness for a particular purpose, or any warranties alleged to arise from course of dealing or usage of trade. Except for the Limited Warranty provided herein, all Driver•i Devices are sold “AS IS” and with all faults.
  • Warranty Claims and Processing. All Hardware warranty claims are subject to Netradyne’s standard RMA process for evaluating and validating the warranty claims, including, at Netradyne’s direction, return of the Hardware (at Netradyne expense for valid Limited Warranty claims) and examination and confirmation of the validity of the claim.
  • Warranty Remedy. For valid Limited Warranty claims, Netradyne shall, in its sole discretion and as Customer’s sole remedy for breach of the Limited Warranty, either repair or replace (at Netradyne’s option) the Driver•i Device, including the cost of return freight. In replacing a Driver•i Device, Netradyne may provide a refurbished and/or different model of Driver•i Device so long as it has substantially the same or better functions and features as the Driver•i Device being replaced. The foregoing repair or replacement remedy constitutes Customer’s sole and exclusive remedy and Netradyne’s entire liability for breach of the Limited Warranty.
• Replacement Devices. Where a Driver•i Device is no longer functioning due to no fault of Netradyne’s, and is not covered by the Limited Warranty (e.g., in the event of accidental damage by Customer), or where Customer wishes to upgrade one or more Driver•i Devices, Netradyne will, at Customer’s request and pursuant to a mutually agreed upon Order Form, sell Customer Driver•i Devices at Netradyne’s then generally applicable list price and purchase terms for replacement Driver•i Devices.