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FleetWatcher Addendum

Service Addendum – FleetWatcher

This Service Addendum – FleetWatcher (“Addendum”) supplements the AlignOps LLC General Terms and Conditions (“Agreement”) whose terms govern this Addendum. This Addendum is effective as of ___________ (“Effective Date”).  Any conflict between this Addendum and the Agreement shall be resolved in favor of this Addendum. Any conflict between this Addendum and the related Order Agreement shall be resolved in favor of the Order Agreement.

1. Definitions

  1. “App as a Device” or “AaaD” means a mobile application made available by AlignOps for installation on mobile devices such as smartphones and tablets that collects and transmits to the Software Service Telematics Data.
  2. “E-Ticketing Service” means an integration with Subscriber’s load-out software designed to digitize scale tickets.
  3. “Hardware Unit” means a physical hardware device containing physical, motion, environmental, audio, and/or video measurement and recording systems designed for installation on construction vehicles to collect and transmit to the Software Service Telematics Data, including information regarding surroundings of the vehicle and its occupants or operators.
  4. “Mobile App” means a version of the Software Service AlignOps may choose to make available for installation on mobile devices such as smartphones and tablets that permits Users to view Telematics Data (but not collect or transmit Telematics Data).
  5. “Software Service” means the online hosted software platform through which Subscriber may access Telematics Data and manage Hardware Units.
  6. “Telematics Data” means location as determined by GPS, speed, heading, vehicle diagnostic and health information, event metadata from the Dashcam, and other sensor or system data generated during vehicle operation.
  7. “Telematics Service” means use of Hardware Units, Mobile App, App as a Device, Virtual Devices, the Software Service, the E-Ticketing Service, and any other services provided by or on behalf of AlignOps in connection with the foregoing.
  8. “Virtual Device” means a third-party device procured by Subscriber that is configured to transmit Telematics Data to the Software Service by implementing an integration between the Software Service and the Virtual Device.

2. Telematics Service Access & Billing

  1. Telematics Service. Subject to the terms of the Agreement, AlignOps grants Subscriber a right to access the Telematics Service for an unlimited number of Users.

  2. Methods to Collect, Transmit and View Telematics Data. Subscriber may utilize the Telematics Services via any combination of (i) Hardware Units; (ii) AaaD implementations; or (iii) Virtual Devices. Uses of App as a Device and Virtual Devices are billed to Subscriber at the same pricing rate as Hardware Units. Subscriber may utilize the Mobile App for no additional charge. 

  3. Initiation of Billing. Subscriber will begin incurring, and agrees to pay, fees for the Telematics Service upon the earlier of (i) shipment of Hardware Units to Subscriber or (ii) when Subscriber first uses the App as a Device or Virtual Device. At such time, the Telematics Service and associated rates and/or fees specified in a related Order Agreement, as applicable, shall commence and will continue for the Term.

  4. E-Ticketing Service. If Subscriber subscribes to the E-Ticketing Service, subject to the terms of the Agreement, AlignOps grants Subscriber a right to access the E-Ticketing Service.

  5. Term. Each Hardware Unit shipped to Subscriber, each instance of the App as a Device, each integrated Virtual Device used by Subscriber, and rights to use the E-Ticketing Service, are provided under their own thirty-six (36) month Terms, billed quarterly. Each additional Hardware Unit ordered and each instance of the App as a Device or Virtual Device used by Subscriber after the commencement of the initial Term are also subject to their own thirty-six (36) month Terms, billed quarterly.

  6. Hardware Unit Activation Fee. Subscriber agrees to pay an activation fee per Hardware Unit, App as a Device, or Virtual Device shipped to Subscriber or used by Subscriber, as applicable, as set forth in an applicable Order Agreement.

  7. End of Term Hardware Unit Returns. After expiration of an applicable Order Agreement, or the Agreement, Subscriber agrees to return all Hardware Units to AlignOps within sixty (60) days of the end of the Term. 

  8. Lost, Stolen or Damaged Hardware. If a rented Hardware unit is lost, damaged or stolen during the Term, Subscriber agrees to pay $199 per lost, damaged or stolen unit, which will be billed on the net invoice. 

3. Early Termination: Subscriber may cancel or terminate use of any portion of the Telematics Service during the first thirty-six (36) months of the Initial Term, subject to the below terms and payment of fees:

  1. To return and cancel use of Hardware Units, the Hardware Unit(s) must be received by AlignOps within 60 days of cancellation notice via the process and to the mailing address specified in the Agreement;
  2. To cancel use of an AaaD service on a particular device, Subscriber must provide thirty (30) days prior written notice to Subscriber’s AlignOps Customer Success Manager (as identified during implementation of the Telematics Service) of its request to cancel use of the AaaD. Thirty (30) days after receiving Subscriber’s written notice, AlignOps will deactivate any associated AaaD installations;
  3. To cancel use of an integration (including via Virtual Devices), Subscriber must disconnect the integration within its systems or with respect to the applicable device and provide written notice to Subscriber’s AlignOps Customer Success Manager (as identified during implementation of the Telematics Service) of such disconnection. Upon receipt of Subscriber’s written notice, AlignOps will deactivate any associated integration device endpoints. Returns/cancellations in Year 1 of the Term will be assessed a fee due immediately and equal to 50% of the remaining charges that would have been due in the Term;
  4. Returns/cancellations in Year 2 of the Term will be assessed a fee due immediately and equal to 40% of the remaining charges that would have been due in the Term;
  5. Returns/cancellations in Year 3 of the Term will be assessed a fee due immediately and equal to 30% of the remaining charges that would have been due in the Term; and
  6. Hardware Units not received or Mobile App usage that does not cease in accordance with the foregoing will continue to be billed at the quarterly rate specified in the Order Agreement.

4. Hardware Implementation and Management

  1. Warranty on Hardware Units. Subject to the terms of Schedule 1, a lifetime warranty is provided for all Hardware Units Subscriber deploys in accordance with this Addendum that experience a manufacturer defect during the Term. Subscriber must contact AlignOps FleetWatcher support for warranty claims at https://alignops.com/customers/support-customer-services. 
  2. Installation Support. AlignOps will provide virtual Hardware Unit installation training and support at no additional cost. On-site installation support is available for an additional fee as set forth in an applicable Order Agreement.     
  3. Hardware Unit Firmware Updates. AlignOps will remotely update the firmware for all Hardware Units deployed and online during the Term of an applicable Order Agreement.

IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 

Schedule 1 – Warranty Terms

THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE (OR BY COUNTRY OR PROVINCE). ALIGNOPS DOES NOT EXCLUDE, LIMIT OR SUSPEND OTHER LEGAL RIGHTS YOU MAY HAVE UNDER THE LAWS OF YOUR STATE (OR COUNTRY OR PROVINCE). FOR A FULL UNDERSTANDING OF YOUR RIGHTS, YOU SHOULD CONSULT THE LAWS OF YOUR STATE, COUNTRY OR PROVINCE.

Limited Hardware Warranty

Hardware Units purchased by Subscriber shall be free of defects in material and workmanship under normal authorized use consistent with applicable instructions. This product warranty extends only to the original purchaser of the Hardware Unit from AlignOps and begins on the date AlignOps ships the Hardware Unit. In the event that AlignOps receives notice during the warranty period that any Hardware Unit does not conform to its warranty, Subscriber’s sole and exclusive remedy, and AlignOps’ sole and exclusive liability, shall be for AlignOps, at its sole option, to either repair or replace the non-conforming Hardware Unit in accordance with this limited warranty. Hardware Units replaced under the terms of any such warranty may be refurbished or new equipment substituted at the option of AlignOps. 

Restrictions

No warranty will apply if the Hardware Unit (i) has been altered, except by AlignOps; (ii) has not been installed, operated, repaired, or maintained in accordance with any instructions supplied by AlignOps; (iii) has been subjected to abnormal or improper environmental conditions, accident or negligence, including unreasonable physical, thermal, or electrical conditions or treatment; or (iv) is provided on a trial, evaluation, beta, or other free-of-charge basis. This warranty does not apply to: (a) cosmetic damage, such as scratches, nicks and dents or (b) consumable parts, such as batteries, unless product damage has occurred due to a defect in materials or workmanship. In addition, Hardware Units are not designed or intended for use in (1) the design, construction, operation or maintenance of any nuclear facility, (2) navigating or operating aircraft; (3) operating life-support or life-critical medical equipment; or (4) explosion-risk environments, and AlignOps disclaims any express or implied warranty of fitness for such uses. Subscriber is solely responsible for backing up its programs and data to protect against loss or corruption. AlignOps warranty obligations do not include installation support. Notwithstanding anything to the contrary, no warranty shall apply beyond any published End of Support date for Hardware Units.

This warranty also does not apply to, and AlignOps is not responsible for, any degradation in the performance of any Hardware Unit’s location accuracy or performance resulting from its use in proximity to any handset or other device that utilizes a terrestrial broadband network operating on frequencies that are close to the frequencies used by any Global Navigation Satellite System (GNSS) such as the Global Positioning Service (GPS). Use of such devices may impair reception of GNSS signals.

Limitation of Liability

IN ADDITION TO THE LIMITATION OF LIABILITY TERMS IN THE AGREEMENT, ALIGNOPS SHALL NOT BE LIABLE FOR SUBSCRIBER’S OR ANY THIRD PARTY'S SOFTWARE, FIRMWARE, INFORMATION, OR MEMORY DATA CONTAINED IN OR INTEGRATED WITH ANY PRODUCT RETURNED TO ALIGNOPS, WHETHER UNDER WARRANTY OR NOT.