DRIVESYNC® WEB PORTAL TERMS AND CONDITIONS

1. Purpose of Portal

The Portal is made available by US only to Authorized Users of DriveSync products for the purpose of providing certain services and functionality related to YOUR use and operation of the DriveSync product.

2. Definitions

“Anonymous Transaction Data” means any and all aggregated, anonymous data and information that is not Confidential Data of Individuals or in the case of a business or other entity that does not specifically identify such entity (including because it has been de-identified, aggregated or made anonymous by US) communicated through or stored by the Portal that relates to the Portal Services, and for certainty, includes all data (including statistical, usage, demographic and profile data and similar information and data) collected, reviewed, generated and associated with the provision of Portal Services and the use of DriveSync products and this Portal.

“Authorized User” means an employee or representative of the Customer or End User participating in the Program.

"Confidential Data of Individuals” means any information such as Driver Data or Authorized User identification information.

“Driver Data or Driving Data” means the speed, aggressive driving metrics, time of day, location and other Raw Datathat is collected on a Data Collection Device, provided to ***INSERT THE INSURANCE PARTNER*** and input into the TRAK Proprietary Technology System for processing. Data elements made available will vary with the Data Collection Device model and configuration in use by each policyholder.

“TRAK Proprietary Technology System” includes the system(s) (i) into which the Driver Data is input and processed, whether via upload from data keys, bluetooth or other wireless data transfer including cellular utilized by a DriveSync product; (ii) that is used by TRAK to perform telematics services; (iii) from which TRAK derives or determines driver routes, maps, reports and/or other information, and (iv) from which report services are made available to YOU or ***INSERT THE INSURANCE PARTNER***.

“Other User Registration Data” means Registration Data of persons other than the individual that provides such information to US for the purposes of managing multiple vehicles / DriveSync products on the Portal.

“Portal” means the standard DriveSync® portal as such is generally made available to YOU or other users pursuant to this form of Agreement.

“Portal Documentation” means the DriveSync Web Portal Guide, as updated and amended from time, the current version of which is available on the Portal via the “Downloads” link.

“Portal Services” means services that allow YOU to submit Raw Data through the Portal and allow US to prepare and deliver reports to YOU, as more fully described in Section 4.

“Raw Data” means any and all telematics data and information collected on or by a DriveSync product, including time, velocity and product tampering data and information.

"Registration Data" has the meaning given to it in Section 3 of this Agreement.

“Software” means TRAK’s computer software program, known commercially as the DriveSync Client, which for certain DriveSync product configurations, enables the upload of Raw Data to the Portal.

“***INSERT THE INSURANCE PARTNER***“ means Co-operators General Insurance Company.

“Third Party Data” has the meaning given to it in Section 5.

3. Registration Data, Accounts and Passwords

As part of the process to create, register and maintain YOUR DriveSync account YOU must provide US with certain current, complete, and accurate registration information, including contact information, Confidential Data of Individuals, vehicle information and other data or information that has been requested by US during the client account registration or renewal process ("Registration Data"). Registration Data may in certain circumstances include: (i) Other User Registration Data that YOU provide to US; and (ii) credit card or other payment related information. YOU agree to maintain and update such Registration Data as necessary in order to keep such information current, complete, and accurate. Registration Data will be used by US solely in accordance with the terms of Section 6 of this Agreement.

YOU agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers that YOU choose or that are assigned to YOU as a result of any registration with the Portal, and (b) all activities that occur under such password or account. Further, YOU agree to immediately notify US of any unauthorized use of YOUR password or account or in the event that the confidentiality of YOUR password is compromised. Neither TRAK nor ***INSERT THE INSURANCE PARTNER*** shall be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, YOUR failure to comply with this Section.

4. Use of the Portal

TRAK hereby grants YOU a limited, non-exclusive, personal, non-transferable, non-sub-licensable, and revocable right and license to: (a) transfer Raw Data from YOUR DriveSync product to the Portal through the use of the Software or via a wireless connection where available; (b) access the Portal via the Internet for the purpose of receiving Portal Services; (c) download DriveSync reports from the Portal for YOUR use in connection with the management of vehicles on which the related DriveSync product is installed; and (d) access, view and print any information and documentation, including the Portal Documentation, made available on the Portal for YOUR personal, non-commercial, and informational use only to assist YOU in the access and use of the Portal.

Use of the Portal is restricted: (a) if YOU are an individual, to YOUR personal and private use in connection with YOUR use of YOUR DriveSync product; and (b) if YOU represent an entity on whose behalf YOU are acting, to the internal and private business use of such entity in connection with the use and management of DriveSync product(s) purchased and managed by such entity.

TRAK reserves the right to change, modify, suspend or discontinue the Portal and any or all of the Portal Services at any time or terminate YOUR access to the Portal immediately in the event of YOUR fraudulent or abusive use of the Portal or Portal Services or as necessary and on a temporary or permanent basis to protect the Portal or Portal Services from substantial harm due to computer viruses, worms, Trojan horses, or other malicious software programs or code. TRAK shall not have any liability of any kind or any nature whatsoever to YOU solely by reason of any change, modification, suspension or discontinuance of the Portal or any or all of the Portal Services in accordance with its terms. YOU agree that YOU shall not make any claim against TRAK or ***INSERT THE INSURANCE PARTNER*** for any lost revenue, profits or opportunities as a result of such change, modification, suspension or discontinuance or on account of any expenditures made or actions taken in reliance on the expected continuation of the Portal, the Portal Services or this Agreement.

The Portal Services may include providing YOU with access to certain third party data licensed by US from third parties (“Third Party Data”). YOU agree that all of the terms and conditions of this Agreement relating to the Portal Services apply to YOUR access to and use of any Third Party Data and YOU further agree to comply with any terms and conditions that are specific to the Third Party Data.

The Portal Services are subject to any limitations specified in the Portal Documentation or on the Portal from time to time. YOU agree to comply with all applicable laws in using the Portal Services.

5. Data and Confidential Data of Individuals

(a) Registration Data: Registration Data submitted will be used by US for the purposes of registering and administering YOUR Portal account and use of Portal Services and to communicate with YOU. YOU hereby authorize and provide US with the right, authority, and consent to use and to disclose to other persons (including any TRAK third party service providers and payment processors) Registration Data for the purpose of performing the Portal Services and otherwise as TRAK determines is reasonably required in performing its obligations under this Agreement.

(b) Raw Data: Raw Data collected by telematics device: YOU hereby authorize and provide US with the right and authority and consent to use and to disclose or sublicense to other persons (including ***INSERT THE INSURANCE PARTNER*** and any TRAK third party service providers) the Raw Data for the purpose of performing the Portal Services and otherwise as TRAK determines is reasonably required in performing its obligations under this Agreement. Raw Data transmitted to DriveSync hosting servers or otherwise provided to US will be used by US for the purposes of performing Portal Services generating DriveSync Reports and in creating aggregated data analysis.

(c) Portal: Portal will be provided to YOU as part of the Portal Services. YOU hereby authorize and provide US with the right and authority and consent to use, to transmit over the Internet to YOU, and to disclose to other persons (including ***INSERT THE INSURANCE PARTNER*** and any TRAK third party service providers) your Driving Data for the purpose of performing the Portal Services and otherwise as TRAK determines is reasonably required in performing its obligations under this Agreement.

(d) Anonymous Transaction Data: TRAK retains the right, and to the extent required YOU hereby authorize and provide TRAK with the right and authority, to use any Anonymous Transaction Data for its internal business purposes without limitation or restriction for any purpose TRAK may, in its discretion, choose to use and may disclose and commercially exploit the Anonymous Transaction Data without limitation or restriction.

(e) Confidential Data of Individuals: Except as described in this Agreement or TRAK’s Privacy Policy, which is located at http://www.intellimec.com/privacy-policy/, or as to which YOU may otherwise consent, TRAK will not use, and will not disclose or provide any of YOUR Confidential Data of Individuals included in Registration Data, Raw Data or DriveSync Portal data, information, or reports to any person other than ***INSERT THE INSURANCE PARTNER***. Subject to the terms of this Agreement, YOUR Registration Data, Raw Data and DriveSync Portal data, information, and reports shall be collected, used and maintained by TRAK in accordance with TRAK’s Privacy Policy.

YOU represent and warrant to US that YOU have the full, unrestricted right and authority and have been fully authorized to provide to US any and all Registration Data (including any Confidential Data of Individuals and Other User Registration Data) and any and all Raw Data collected from the telematics device for the purposes of this Agreement, and YOU agree that TRAK is authorized and permitted to use such data as and to the extent provided in this Agreement.

YOU acknowledge and agree that we have no obligation to monitor or review any Raw Data or any Portal reports prepared by US hereunder or to advise YOU of any results contained therein or to take any action as a result thereof. Portal Reports are prepared solely for YOUR own personal use or business purposes and uses and YOU are solely responsible to review Portal Reports. Notwithstanding, YOU agree that we have the right to monitor and review Raw Data and Reports, and YOUR use of the Portal Services from time to time and, with respect to any and all Raw Data that YOU disclose using, or Portal Reports generated through, the Portal Services, YOU agree that TRAK may in its discretion preserve and may disclose without liability to YOU any of such data and reports where required to do so by law (including if ordered to do so by a court having jurisdiction over TRAK) or where such disclosure is reasonably believed by TRAK to be necessary to ensure compliance with applicable law, to enforce this Agreement, or protect the rights and interests of TRAK or any other person.

TRAK will use reasonable efforts to protect any Raw Data and Registration Data that YOU upload to the Portal or otherwise provide to US and any DriveSync Portal Reports. Once such data has been received or generated by US, TRAK employs physical, administrative and technical safeguards, reasonably appropriate to the sensitivity of the information, to safeguard YOUR such data (including any Confidential Data of Individuals therein) against loss, theft, misuse, unauthorized access or disclosure. For example, with respect to the Portal, IM uses SSL (Secure Socket Layer) technology, an encryption technology used to encrypt information sent from YOUR computer to our servers over the Internet. Unfortunately, no data transmission over the Internet or system can be guaranteed to be 100% secure. Although TRAK uses reasonable efforts to safeguard YOUR data and information, TRAK cannot ensure or guarantee that any data or information YOU provide or transmit to TRAK or that TRAK transmits to YOU is completely secure from individuals who might attempt to deliberately evade security measures, including by intercepting wireless or Internet voice or data transmissions. YOU provide US with YOUR data and information and authorize US to report to YOU at YOUR own risk.

6. Fees and Charges

Unless otherwise stated in writing at the time of YOUR receipt of YOUR DriveSync product, the Portal Services are (except for pay-per-use services or as otherwise noted on the Portal) included as part of the telematics service as long as devices are active on the TRAK telematics network.

If YOU elect to purchase chargeable Portal Services, such chargeable Portal Services will be payable in advance by credit card prior to being made available to you. You hereby agree to pay all charges pertaining to YOUR account, plus all applicable taxes, in accordance with TRAK’s billing terms then in effect at the time the fee or charge becomes payable, provided that TRAK agrees it shall notify YOU of such charges and terms in advance and will provide YOU with the opportunity to accept or decline to continue with such chargeable Portal Services. Pay-per-use Portal Services shall be payable in advance prior to receipt of the applicable service. Monthly or annual subscription services shall be payable monthly in advance and may require a minimum initial subscription period. The effective start date of subscription services shall be the date on which YOU register for the subscription and YOUR first subscription fee shall be payable on such date. Subsequent subscription fees will be charged to YOUR credit card on the same date in the month immediately following the expiration of the applicable subscription period which corresponds to YOUR registration date (or the next day if the date of registration does not exist in such following month). After the completion of any initial minimum subscription period, YOUR monthly subscription services will automatically renew for the same period of time at the then current fee or charge (charged to YOUR credit card as indicated above) unless YOU provide notice to US at least 1 day prior to the expiration of the then current subscription period by clicking on the “cancel subscription” link on the Portal indicating that YOU wish to cancel YOUR subscription. If notice of termination is received as set out in the preceding sentence, YOUR subscription services will terminate at the end of the then current paid up applicable period. TRAK reserves the right to terminate or suspend YOUR subscription services at any time in the event of any non-payment by YOU. TRAK reserves the right to change the amount of or basis for determining any fees or charges for services TRAK provides, and to institute new fees, charges, or terms at any time (except in the case of subscription services no retroactive fees will be charged by US), upon thirty (30) days advance notice.

7. Ownership

Save and except for the limited rights and licenses explicitly granted or contemplated by the Agreement, all right, title and interest (including all intellectual property and other proprietary rights and interests) in and to the Portal and all technology, software, content, information, data, documentation and materials forming part of or contained on or available through or from the Portal is the sole and exclusive property of TRAK or its licensors. Nothing in the Agreement shall, or shall be deemed or construed to, assign, transfer or convey to YOU any title, rights or interest in or to any technology, data, information, documentation or intellectual property other than the licenses specifically and expressly granted herein.

U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND. The Portal and all technology, software, content, information, data, documentation and materials is commercial in nature and developed solely at private expense. Use, duplication, or disclosure by or on behalf of the U.S. Government or organizations funded in part or wholly by the U.S. Government is subject to limited or restricted rights as set forth in subparagraph (c) (1) and (2) of the Commercial Computer Software - Restricted Rights clause in FAR 52.227-19 (Jun 1987) (commercial computer software clause for civilian agencies), in DFARS 252.227-7015 (Nov 1995) or in FAR 52.227-14 Alternates I, II, and III (JUN 1987) (civilian agency technical data and noncommercial computer software clause) as applicable. In case of conflict between any of the FAR and DFARS provisions listed herein and this license, the combination of clauses that results in the greatest limitations on the U.S. Government’s rights shall be used. Developer is TRAK GLOBAL SOLUTIONS HOLDINGS (CANADA). 435 King St. North, Waterloo ON Canada N2J 2Z5, or its third party licensors. For the purpose of any public disclosure provision under any federal, state or local law, it is agreed that the Portal and all technology, software, content, information, data, documentation and materials are a trade secret and a proprietary commercial product and not subject to disclosure.

YOU shall not provide any data relating to this Agreement to the U.S. Government or its contractors absent TRAK’s consent, and shall not provide such data without: (a) identifying and licensing such data in all proposals and agreements with the United States Government or any contractor therefore; and (b) legend or mark such data provided pursuant to any agreement with the U.S. Government or any contractor therefore in a form sufficient to obtain for TRAK and its suppliers the protection intended by the U.S. Government Restricted Rights Legend.

8. Portal Use Restrictions

YOU agree that when using the Portal YOU will not: (a) knowingly post or transmit any files (including Raw Data) which contain viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties; (b) post or transmit data or content which violates or infringes any third party rights or is injurious to a third party or defames, libels or disparages any third party; (c) except as expressly permitted by the Agreement, provide, disclose, sublicense, distribute, transfer, assign or otherwise permit any third party to access, use, read or otherwise gain access to the Portal; (d) use or attempt to use the Portal or Portal Services in conjunction with any product or device other than the DriveSync product; (e) use the Portal to act as a “service bureau” to provide the benefit of the use of the Portal Services to or for any other person (provided that the foregoing restriction shall not be construed to prohibit the use of the Portal as permitted hereunder in the management of multiple vehicles); (f) to the maximum extent permitted to be restricted by applicable law, reverse engineer, decompile, disassemble, or otherwise in any manner deconstruct all or any part of the Portal or any software or technology forming part thereof; or (g) post or transmit data or content which would be considered a criminal offence, give rise to civil liability, or would otherwise violate the law. YOU may not use any spider, robot or other automated or electronic agent to monitor or copy web pages or any content from the Portal or for any other purpose in connection with YOUR access to and use of the Portal. YOU shall not take any action or use any program or device that may result in or is intended to interfere with the operation and functioning of the Portal or to shut down, overload or overwhelm the Portal.

9. Support

TRAK may in its discretion, without any obligation to do so and subject to the limitations of this Agreement (or as may be included in the Portal Documentation or posted on the Portal from time to time), provide YOU with the troubleshooting support concerning YOUR use of the Portal and Portal Services to the extent provided for in the Portal Help Documentation or posted on the Portal.

10. Portal and Portal Services Provided “AS IS”

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE PORTAL, THE PORTAL SERVICES, ANY DRIVESYNC PORTAL REPORTS, ANY THIRD PARTY DATA AND OTHER INFORMATION, DATA AND MATERIALS AVAILABLE ON THE PORTAL OR PROVIDED AS PART OF THE PORTAL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER. TRAK DOES NOT OFFER ADVICE OR RECOMMENDATIONS CONCERNING INFORMATION OR DATA CONTAINED IN ANY DRIVESYNC REPORTS AND ANY ACTIONS TAKEN, OR FAILURES TO ACT, IN RELIANCE ON THE DRIVESYNC REPORTS (OR OTHERWISE ON THE PORTAL SERVICES) BY YOU OR ANY OTHER PERSON IS YOUR SOLE RESPONSIBILITY AND LIABILITY.

EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRAK EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, AND INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, AND ANY CONDITION OR WARRANTY OF FITNESS FOR PARTICULAR PURPOSE.

TRAK SPECIFICALLY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PORTAL OR ANY OF THE PORTAL SERVICES (INCLUDING THE PROVISION OF ANY DATA (INCLUDING THIRD PARTY DATA), REPORTS, CONTENT, INFORMATION, PRODUCTS OR SERVICES) WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT ANY ERRORS CAN OR WILL BE CORRECTED OR THAT ANY PORTAL SERVICES, DATA OR REPORTS OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE PORTAL AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL ELEMENTS. TRAK IS NOT RESPONSIBLE FOR ERRORS OR DELAYS IN TRANSMISSION OVER THE INTERNET OR ERRORS OR DELAYS OR RESULTS CAUSED BY OR ATTRIBUTABLE TO THE USE OF OR RELIANCE ON ANY GPS TECHNOLOGY OR DATA USED BY DRIVESYNC PRODUCTS AND IN THE DELIVERY OF PORTAL SERVICES. SOME JURISDICTIONS DO NOT PERMIT LIMITATIONS ON OR EXCLUSIONS OF CERTAIN IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; THEREFORE THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES.

IF YOU ARE DISSATISFIED WITH THE PORTAL, THE PORTAL SERVICES OR WITH ANY OF THE TERMS, CONDITIONS, GUIDELINES, PRACTICES OR POLICIES OF TRAK IN OPERATING THE PORTAL AND IN PROVIDING THE PORTAL SERVICES YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USING THE PORTAL AND PORTAL SERVICES.

11. Limitation

UNDER NO CIRCUMSTANCES SHALL TRAK OR ***INSERT THE INSURANCE PARTNER***, OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD-PARTY CONTRACTORS AND SUPPLIERS (COLLECTIVELY THE "TRAK PARTIES") BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY LOSS OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER THAT IS SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF (OR THE INABILITY TO USE) THE PORTAL OR THE PROVISION OF THE PORTAL SERVICES (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE) THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS THAT YOU HAVE PAID TRAK IN RESPECT OF THE PORTAL SERVICES IN THE TWELVE MONTH PERIOD THAT IMMEDIATELY PRECEEDED THE DATE OF YOUR CLAIM.

IN NO EVENT WHATSOEVER SHALL ***INSERT THE INSURANCE PARTNER*** OR ANY OF THE TRAK PARTIES BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT IS SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF PORTAL OR THE PROVISION OF THE PORTAL SERVICES (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE PORTAL OR THE USE OF, OR RELIANCE ON, ANY DRIVESYNC REPORTS OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE PORTAL OR PORTAL SERVICES, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF SERVICES OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE OR PROFIT OR ANY OTHER ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF ***INSERT THE INSURANCE PARTNER***, THE TRAK PARTIES, OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.

12. Global Positioning System (GPS) Technology and Limitations

YOU acknowledge that the DriveSync product includes global positioning system (GPS) receiver technology and that DriveSync reports are derived in part through the use of such GPS technology. GPS technology and the application or use of such technology has, or may, have certain limitations that may affect YOUR use of the DriveSync product, including DriveSync Reports derived from the use of the DriveSync product and the Portal Services. For example (and without limitation to all potential limitations or impacts) changing atmospheric conditions, sources of electromagnetic radiation, man-made sources of other interference, geographic features, the re-introduction of “selective availability” functionality and other factors or issues applicable to GPS technology may limit or impact YOUR use of the DriveSync product, the Portal Services and any resulting DriveSync Reports.

YOU agree that the DriveSync product and Portal Services (including any Driver Data or Driving Data) are not intended to be used for (and that YOU will not use same for) safety of life applications or for any other application in which the use of or inability to use or the accuracy or completeness or reliability of the DriveSync product, the Portal Services and any DriveSync Reports could create a situation where personal injury or death may occur.

13. Indemnity

YOU agree to defend, indemnify, and hold harmless TRAK and ***INSERT THE INSURANCE PARTNER*** from and against any claims, actions, demands, losses, liabilities, damages, costs and expenses suffered by such persons, including reasonable legal and accounting fees, to the extent directly caused by YOUR: (a) breach of this Agreement; (b) access to the Portal or use of the Portal Services; and (c) uploading to or other provision of or disclosure to TRAK of any Registration Data, Raw Data or any other information or data and the use of same by TRAK or its subcontractors or affiliates as contemplated hereunder (d) use of the Driving Data by YOU that may give rise to liability by third parties. TRAK shall provide notice to YOU of any such claim or loss and shall reasonably assist YOU, at YOUR expense, in defending any such claim.

14. Trade-marks

All product, brand and company names and logos and trade-marks displayed on the Portal or used in connection with the Portal Services (including the DriveSync trade mark) are the trade-marks of TRAK or ***INSERT THE INSURANCE PARTNER*** (or their suppliers or third party licensors). Any use of any of the marks appearing on the Portal or in connection with the Portal Services without the express written consent of the owner of such mark, as appropriate, is strictly prohibited.

15. Links

TRAK may from time to time include links on the Portal to other portals or web sites or resources, including those operated by parties other than TRAK. These links are provided for YOUR convenience and TRAK is not responsible for the availability of such portals, web sites or resources and does not endorse or accept responsibility for the content of such external portals, web sites or resources and has no responsibility for or control over the privacy policy (if any) of the operators of the external websites. YOUR access and viewing of any third party sites is conducted at YOUR own risk. YOU are strongly advised to check the terms and conditions of use and the privacy policies of these external portals or web sites before entering or using them.

16. No Framing, etc.

Any copying, republication or redistribution of any part of the Portal, including by caching, framing or similar means, is expressly prohibited without the prior written consent of TRAK.

17. English Language

The parties declare that they have required that this Agreement and all documents related hereto, either present or future, be drawn up in the English language only.

18. Jurisdiction

The Portal is administered by TRAK from a location in Waterloo, Ontario, Canada. YOU acknowledge and agree that YOUR use of the Portal and all of the communications, transmissions and transactions associated with the Portal and the provision of the Portal Services shall be deemed to have occurred in the Province of Ontario, Canada, and YOU and TRAK agree that this Agreement shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario. The parties irrevocably attorn to the non-exclusive jurisdiction of the Courts of the Province of Ontario in respect of all matters and disputes arising hereunder.

19. General Provisions

No delay or omission by either party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers must be in writing and signed by an authorized representative of the party waiving its rights. The Agreement constitutes the entire agreement between the parties as it relates to the access to and use of the Portal and Portal Services and the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral between TRAK and YOU. In this Agreement: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (b) all usage of the word “including” or the phrase “e.g.,” shall mean “including, without limitation,” throughout the Agreement; (c) all dollar amounts are expressed in United States currency unless expressly provided otherwise; (d) the division of the Agreement into separate Sections, Subsections and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of the Agreement; (e) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; and (f) the parties agree that the Agreement shall not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of the Agreement.

20. Severability / Electronic Documents

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of this Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the extent granted by law. This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a "writing" or "in writing," and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed writing as against the parties subject to the electronic documents. A printed version of the Agreement and any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

21. Conformance with Law

In addition to complying with this Agreement, YOU agree to use the Portal and Portal Services for lawful purposes only and in a manner consistent with all applicable local, national or international laws and regulations, including all privacy and personal information laws. The Portal and any DriveSync Reports shall not be used where, and to any extent, such use is prohibited by law. YOUR use of the Portal from any location is subject to YOUR compliance with all applicable laws and regulations that may be applicable to YOU. YOU agree and confirm that YOUR use of the Portal is in full compliance with the laws of the jurisdiction(s) to which YOU are subject, that YOU are not prohibited from using the Portal due to any restriction whatsoever, and that YOU have obtained all necessary consents and approvals required or reasonably necessary.

22. Agreement Not Transferable

This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties, their respective successors and permitted assigns.

YOU may not assign all or any part of this Agreement. TRAK may assign this Agreement without YOUR consent at any time.

23. Changes To Terms And Conditions

TRAK may revise the Agreement at any time by posting the amended Agreement on the Portal and changing the effective date. The next time YOU log into the Portal TRAK will notify YOU of the amended Agreement, provide YOU with the opportunity to review the amended Agreement, and require that YOU accept the revised Agreement prior to being permitted to access and use the Portal and Portal Services. YOUR agreement to the amended Agreement shall become effective at the time YOU indicate YOUR agreement to TRAK.

24. Termination

The effective date of this Agreement is the date on which YOU have accepted the Agreement in accordance with the procedures set out herein. This Agreement is effective until terminated by YOU or TRAK, with or without cause, or until such time as YOU cease to use the Portal and Portal Services. TRAK may terminate this Agreement if YOU fail to comply with any provision of this Agreement, and YOU may terminate this Agreement if TRAK fails to comply with any provision of this Agreement. The disclaimers, limitations on liability, termination, interpretative provisions, YOUR warranties and indemnities shall survive any termination of this Agreement.

25. Notices

All notices and communications by or to a party shall be in writing and shall be made via e-mail to support@drivesync.net for notices to TRAK, or to the e-mail address that YOU provided to TRAK as part of the Registration Data for notices to YOU, along with a copy to: ***INSERT EMAIL ADDRESS FOR NOTICES***. Either party may revise its contact information by sending the other the corrected email address to the address specified in the preceding sentence. TRAK may also broadcast notices or messages, or other matters of importance, on the Portal; and YOU agree that such broadcasts shall constitute notice to YOU whether or not YOU actually access the communication or notice via the Portal. Notice by e-mail or posting on the Portal shall be deemed given forty-eight (48) hours after the e-mail is sent or is posted, unless in the case of e-mail the sending party is notified that the e-mail address is invalid.

26. Third Party Data Terms

Google Maps/Earth Terms of Service

By downloading, installing, or using the Google Earth software, accessing or using the Google Maps service (together, the "Products" or "Services"), or accessing or using any of the content available within the Products, YOU agree to be bound by the following: (1) the Google Terms of Service (the "Universal Terms"); (2) the terms found on Google’s Legal Notices page (the "Legal Notices"); and (3) the additional terms and conditions set forth below (the "Additional Terms"). Before YOU continue, YOU should read each of these three documents, as together they form a binding agreement between YOU and Google regarding YOUR use of the Products. Collectively, the Universal Terms, the Legal Notices, and the Additional Terms are referred to as the "Terms".

As a condition of downloading, accessing, or using the Products, YOU also agree to the terms of the Google Privacy Policy located at the following URL http://www.google.com/help/terms_maps.html.

Effective Date: December 14, 2018