GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (the “Terms”) together with each Services Order Form which references and incorporates these Terms, including any addenda to such Service Order Forms, shall comprise the “Agreement” between High Point GPS (which for the purposes of this Agreement shall include its affiliates) and the Customer identified on the Services Order Form (“Customer”) for the purchase of the High Point GPS equipment and services specified on the Services Order Form. All other terms, conditions, variations to these printed Terms, term sheets, order forms or purchase orders are excluded unless High Point GPS and Customer agree in writing signed by the parties’ authorized representatives to incorporate such additional terms into this Agreement. Unless otherwise, expressly agreed by the parties in writing, additional purchases of Services are subject to the terms and conditions expressly incorporated by reference into the Service Order Forms governing such additional purchases. The terms of this Agreement shall supersede all prior terms, understandings or agreements between the Customer and High Point GPS.  If any part of this Agreement should be found to be invalid or unenforceable by a court or other competent authority, then the rest shall not be affected. The Customer acknowledges and agrees that the Services Order Form (as well as any amendment or addendum thereto, to the Terms, or to any other Services Order Form and any other agreement or arrangement between High Point GPS and the Customer) may validly be signed electronically by either party, including in the form of an electronic signature generated by Docusign (or any other similar service as may be freely determined by High Point GPS). Any notice to be given in respect of this Agreement by either of the parties shall be in writing, and delivered to the registered office or principal place of business of the other.

A. PRICES, PAYMENT TERMS, COMMITMENT OF CUSTOMER, CREDIT REPORTING AND TAXES

Prices, are only valid if expressed in writing by High Point GPS and only for the period stated in the quotation or contract. If not stated, the validity period is 30 days.

Billing and the Service Term shall commence delivery of equipment.

Unless otherwise stated, payment of all amounts shall be made within 30 days  of the date on the invoice or before any due date for payment shown on the invoice. If any payment is not made by the Customer by the due date, High Point GPS reserves the right to charge a late payment charge of one and one-half percent (1.5%) per month of the outstanding past due balance.    Any failure by the Customer to make timely payment of any obligation under this Agreement shall be deemed a breach. Customer agrees to reimburse High Point GPS for all charges, costs, expenses and attorney’s fees incurred to enforce or collect the amounts due under this Agreement. In the event Customer has a valid dispute with any invoice or amount due, such dispute must be communicated in writing to High Point GPS within 30 days of the billing date, describing the amount, issue and the reason for any dispute.  Any amounts not disputed within this time frame will be deemed to be valid. High Point GPS and Customer agree to work expeditiously to resolve any dispute.

Customer agrees to notify High Point GPS within 30 days of any change in Customer’s trade name, address, or phone number.   By executing this Agreement, Customer authorizes High Point GPS to periodically request your credit reports and bank and trade references. Upon your request, we will inform you of the name and address of the reporting agency from which we received such a report.

All payments to High Point GPS exclude taxes unless specifically stated.  The Customer is responsible for payment of all applicable taxes, however designated or incurred in connection with the transactions under this Agreement, and agrees to reimburse High Point GPS for any taxes paid on their behalf.

B. DELIVERY AND INSTALLATION OF HIGH POINT GPS OWNED EQUIPMENT

The provision of Services as contemplated herein requires the installation of certain High Point GPS owned equipment (the “Equipment”) into Customer vehicles.   All Equipment delivery times and dates are approximate, but High Point GPS and Customer shall use its reasonable efforts to respect them.  The parties shall each make commercially reasonable efforts to schedule and complete the installation of the Equipment, High Point GPS shall not be liable for any loss or damage resulting from late delivery or installation.

High Point GPS, its employees or subcontractors may carry out installations at additional fees, In the event that installation is carried out by the Customer, the Customer’s employees, agents, representatives or nominated sub-contractors (“Self-install”), High Point GPS shall not be liable for any loss or damage whatsoever, arising directly or indirectly, as a result of any negligence or failure to follow High Point GPS’ written instructions in installing the Equipment. Should Customer Self-install, Service Term shall commence upon delivery of Equipment to Customer as evidenced by shipping carrier documented delivery date.

C. ACCESS AND USE

Subject to the terms and conditions of this Agreement, High Point GPS hereby grants Customer a non-exclusive, non-transferable limited right in the territory where the Customer is located as follows:

a. To access and use the Services until the last day of the Service Term, consistent with any High Point GPS policies and additional use limitations specified or referenced in the order form and solely for the Customer’s use; and

b. To download, print, copy and use any documentation as reasonably necessary for it’s internal, in-house use related to the rights granted under subsection (a) above.

High Point GPS reserves all rights not expressly granted herein.   Except as otherwise permitted herein, Customer may not copy, modify, adapt, or create derivative works of the Services.  Except as otherwise permitted herein, in no event shall Customer (i) use, or permit any third party to use, the Services for time-sharing, rental, or service bureau purposes, or (ii) decompile, disassemble, reverse assemble, or otherwise reverse engineer the Equipment or Services, or permit any third party to decompile, reverse assemble, or reverse engineer the Equipment or Services. Customers  will use the equipment and services in accordance with applicable law.

D. OWNERSHIP RIGHTS

Ownership.  Customer acknowledges that High Point GPS and its suppliers own all rights, title, and interest in the Equipment and Services, including but not limited to all worldwide copyrights, trade secrets, trademark, patents, confidential information, and intellectual property rights subsisting therein.  Customer does not acquire any rights, express or implied, in the Equipment or Services other than those specified in this Agreement.

Third Party Software.   Customer acknowledges that the Equipment and the Services may contain certain third party applications licensed to High Point GPS.  The right to access and use the Services granted hereunder shall be subject to any underlying license to High Point GPS from a third party of any component of the Equipment or Services.

E. TITLE

Title in the Equipment shall at all times remain with High Point GPS. High Point GPS may enter the Customer’s property to repossess the Equipment if payments are not received in full by their due dates. it is possible  to Transfer the devices services to another service provider with a fee equivalent to the purchase price of the device purchase. 

F EQUIPMENT DEFECTS AND REPRESENTATIONS

Subject to the limitations contained herein, High Point GPS represents that for the Service Term of this Agreement, the Equipment will be free from defects in materials and workmanship and will substantially conform to the specifications for such Equipment.   WITH THE EXCEPTION OF THE REPRESENTATION IN THE FOREGOING SENTENCE, HIGH POINT GPS MAKES NO OTHER WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, AND ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ARE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT.  If during the Service Term any Equipment is found to be defective, High Point GPS will at its option repair or replace the defective Equipment within a reasonable time using components or replacements that are new or used.  The foregoing remedy is the sole and exclusive remedy of Customer regarding defective equipment and is in lieu of any other remedy available to the Customer at law or in equity.  Customer will provide High Point GPS reasonable access to the vehicle to affect such repairs or replacements.  In no event will High Point GPS be liable for loss of use of the vehicle when the Equipment is being repaired or replaced. This representation shall be void and of no effect if failure of the Equipment or any part thereof is due to accident, modification or misuse by the Customer or any third party.

High Point GPS’ repair or replacement of defective Equipment does not apply, and Customer may incur additional charges, for defects resulting from: (i) damage caused by incorrect installation, use, modification or repair by any unauthorized 3rd party or by the Customer or its representative, (ii) misuse or abuse to any element of the system or component thereof, (iii) damage caused by any party or other external force, or (iv) damage caused by the connection of the Equipment to any third-party products or software provided by the Customer.

G. INTELLECTUAL PROPERTY RIGHTS

High Point GPS will, provided Customer gives High Point GPS prompt notice of any such claim, indemnify the Customer from all costs and expenses actually incurred by Customer arising from any claim that use of the Equipment or Services as delivered by High Point GPS, and not in conjunction with any third-party or Customer-provided equipment or software, infringes any third party intellectual property rights.  If the Equipment or Service becomes the subject of a claim that the Equipment or Service infringes the intellectual property rights of a third party and as a result of such claim, or the settlement thereof, the use of the Equipment or Service is prohibited or enjoined, High Point GPS shall, at its sole expense, use its commercially reasonable efforts to do one or more of the following: (i) obtain for Customer the right to use the infringing Equipment or Service without any additional cost to Customer; (ii) modify the infringing Equipment or Service so that it becomes non-infringing; or (iii) replace the infringing Equipment or Service with a non-infringing item.   If, after using commercially reasonable efforts, none of the foregoing alternatives is reasonably possible, then High Point GPS may require that Customer return the infringing equipment to High Point GPS and/ or discontinue use of the Service and upon such return or discontinuation of use, High Point GPS shall refund to Customer a prorated portion of the Service fees already paid for in advance. No credit or refund shall be made for Services already provided to the Customer. High Point GPS retains all High Point GPS owned Intellectual Property in the Equipment and Services.

Copyright and all other intellectual property rights’ subsisting in the Service are owned by High Point GPS or the providers of such information. The Customer may use information retrieved from the Services only for its own use which means that the Customer may not sell, resell, retransmit or otherwise make the information retrieved from the Services available in any manner or on any medium to any third party unless the Customer has obtained High Point GPS’ prior written consent.

H. USE OF THE HIGH POINT GPS SERVICE

The Customer is responsible for all use of the Services made using any usernames and passwords registered by or allocated to it, whether or not the use is made by the Customer or someone else using its username and password.  The Customer is responsible for protecting and securing its username and password from unauthorized use.   The Customer must notify High Point GPS immediately in the event that it is aware of the possibility of a breach of security.

High Point GPS may provide hypertext links to sites on the Internet, which are operated by unrelated third parties. Using an external hypertext link means that the Customer may be leaving High Point GPS’ site and High Point GPS therefore takes no responsibility for and gives no warranties, guarantees or representations in respect of linked sites.

Customer acknowledges and agrees that although High Point GPS’ Service contains maps, routing instructions and driving directions, High Point GPS assumes no responsibility for the accuracy of this information. Customer is responsible for checking directions for accuracy, confirming that the designated routes still exist, responding appropriately to construction and other road hazards and adhering to all traffic laws.

The Equipment and Services are designed to collect certain data and information from Customer’s vehicles, including, without limitation, data regarding the location of the vehicles, rate of travel, ignition on/off, idle time, number of stops and other similar information (collectively, “Vehicle Information”). Customer acknowledges and agrees that as between Customer and High Point GPS, High Point GPS owns all Vehicle Information, including all rights in and to such Vehicle Information. Without limiting the generality of the foregoing, Customer acknowledges and agrees that, as the owner of the Vehicle Information, High Point GPS may review, analyze, manipulate, copy and modify the Vehicle Information. High Point GPS may also distribute reports, analyses and data based upon the Vehicle Information provided, however, High Point GPS agrees that it shall not disclose to any third parties any Vehicle Information that identifies specifically Customer or any of the drivers of Customer’s vehicles. It being understood, however, that the foregoing restriction shall not apply to disclosures o f Vehicle Information that are (i) required by law or in response to a request from law enforcement authorities, (ii) made in connection with a subpoena or other similar demand, (iii) made in connection with a contemplated merger, acquisition or similar transaction, (iv) made to High Point GPS’ affiliates or related companies, and/or (v) made to High Point GPS’ service providers.

I. AVAILABILITY OF SERVICES

High Point GPS does not warrant any connection, communication, transmission, security of or results from the use of any information provided (or omitted to be provided) in connection with the Services. Availability of, or accuracy of information provided by the Services may become disrupted or degraded from time to time as a result of events such as, but not limited to; disruption to satellite system operation, unavailability of wireless data carrier services or signals, disruptions to the Internet or High Point GPS’ server(s), computer failures and viruses, and hardware failures. High Point GPS shall use commercially reasonable efforts to minimize the effects of any such disruption or degradation to the Customer, but shall not be liable to the Customer for any loss or damage, whether resulting directly or indirectly from the unavailability of any of the Services, degradation of the accuracy of the information or the failure of the Products. High Point GPS accepts no responsibility whatsoever for any Vehicle Information lost as a result of any failure of the Equipment or disruption to or degradation of any of the Services. High Point GPS’ total liability to the Customer shall not exceed the fees received by High Point GPS from the Customer for the Services relating to the period during which any disruption or degradation of the Services continued.

Neither High Point GPS nor its wireless network partners make any warranties with respect to the Service or the performance of any wireless network.   To the extent High Point GPS provides access to information provided by other sources, High Point GPS accepts no liability for and makes no warranties, express or implied, with respect to the content thereof.  Customer has not relied on and will not make claim that it is entitled to the benefit of any representations, promises, description of services or other statement not specifically set for th in this Agreement.

J. CONFIDENTIALITY

Both High Point GPS and the Customer will treat all information received from the other party that is marked ‘Confidential’ or which is reasonably obvious to be confidential (“Confidential Information”) as it would treat its own confidential information, but in no event shall either party employ less than a reasonable degree of care in protecting the Confidential Information. Confidential Information includes, but shall not be limited to: pricing, business plans, customer lists, operational and technical data and product plans. This Section shall survive termination of this Agreement and continue for a period of two (2) years.

K. LIABILITY

High Point GPS does not represent or warrant that Customer will achieve any certain results by use of the Service.   High Point GPS does not warrant that the functions contained in the Equipment or Service will meet Customer’s requirements or that the operation of the Equipment or Services will be uninterrupted or error free.  With the exception of the indemnity obligations set forth in section H, High Point GPS’ maximum liability for all claims under this Agreement (whether in tort, contract, negligence or otherwise) shall not exceed one years’ Services fee or the total fees received by High Point GPS from the Customer for the Services, whichever is less.

Neither the Customer nor High Point GPS shall be liable to the other for any economic (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings), special, indirect, incidental, exemplary, punitive or consequential losses or damages or loss of goodwill in any way whether such liability is based on tort, contract, negligence, strict liability, product liability or otherwise arising from or relating to this Agreement or resulting from the use or the inability to use the Service or Equipment or the performance or non-performance of the Services or Equipment. It is the responsibility of the Customer to insure itself in this regard if it so desires.

L. FORCE MAJEURE

High Point GPS shall not be liable to the Customer for non-performance or delay in performance of any of its obligations under these Terms or loss or damage of any products due to acts of God, failure of the Internet or another network, war, riot, civil commotion, embargo, strikes, fire, theft, delay in delivery of services of sub-contractors or sub-suppliers, shortage of labor or materials, confiscation or any other unforeseen event (whether or not similar in nature to those specified) outside the reasonable control of High Point GPS.

M.   TERM AND TERMINATION

This Agreement shall become effective on the date of signature of the last party to sign and shall remain in effect until the last day of the Service Term, including any renewals thereof. The initial Service Term of this Agreement shall begin on the date identified as the Subscription Start Date on the Services Order Form and continues for the period indicated on the Services Order Form (the “Service

Term”). The Service Term shall renew in accordance with the terms of the Services Order Form. Unless otherwise specified in the Services Order Form, the Service Term for add-on features will have the same Service Term as the base vehicle tracking units to which the add-on features apply.  This Agreement and/or the Services Order Form may not be terminated by Customer or High Point GPS during the Service Term except for High Point GPS’ breach not cured following receipt of written notice of such breach.  In no event may Customer terminate this Agreement or any portion of a Services Order Form with respect to Services for which the Equipment has already been installed. Customers are obligated to pay all fees for the subscriptions relating to such installed Equipment.

Upon the termination of this Agreement, for whatever reason, all rights granted by High Point GPS to Customer hereunder shall immediately cease and Customer shall immediately return to High Point GPS all High Point GPS property, including, but not limited to  its  Equipment, Confidential Information and all copies thereof.  Upon the termination of this Agreement, High Point GPS shall immediately return to Customer all Customer property, including, but not limited to, its Confidential Information and all copies thereof.  Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief. Termination of this Agreement, other than as a result of High Point GPS’ breach, shall not relieve Customer of its obligation to pay all fees and other amounts due by Customer under this Agreement and such amounts shall be accelerated and paid by Customer in a lump sum payment due upon termination.

N.   ASSIGNMENT

High Point GPS reserves the right to assign this Agreement to a third party at any time during the term of this Agreement.  This Agreement is personal to the Customer, and Customer may not assign its rights or obligations, in whole or in part, to any third party without High Point GPS’ written approval.

O. GOVERNING LAW AND JURISDICTION

This Agreement and these Terms shall be controlled and construed under the laws of the Province of Quebec, Canada, notwithstanding any conflicts of law provisions; and the courts of the Province of Quebec shall have exclusive jurisdiction over any claim arising under the Agreement or Warranties.  This Agreement has been written in the English language, and the parties agree that this English version will govern.