Telematics Terms and Conditions - Express 4x4 Truck Rental

These Telematics Terms and Conditions (the “Telematics Terms”) are a legal agreement between Express 4×4 Truck Rental, Inc. (“Express”) and you, as an authorized representative of the company that entered into a Master Rental Agreement (“Company”) with Express (the “Master Agreement”).

These Telematic Terms explain your obligations with respect to the Telematics Technology (defined below) installed in the vehicles you rent from Express under the Master Agreement.

By renting or operating vehicles rented from Express, you confirm that you have reviewed, understood and consent to these Telematic Terms. If you do not agree to comply with these Telematics Terms, please contact your Express customer service representative immediately so that Express can deactivate the Telematics Technology. Otherwise, your compliance with the Telematics Terms is required for your continued use of the Express vehicles.

Capitalized terms used, but not defined, herein shall have the meanings assigned to them in the Master Agreement.

1. TELEMATICS TECHNOLOGY. Subject to the terms and conditions of these Telematics Terms, the Master Agreement and the Provider (defined below) terms, Express hereby grants Company during the Term a limited, revocable, non-exclusive right to use the software, firmware and intellectual property (“Software”)and hardware (“Hardware”) (collectively, “Telematics Technology”) as installed in vehicles owned by Express and rented to the Company or its affiliates (“Fleet Vehicle”), which Fleet Vehicle may have been manufactured by General Motors, Ford or another original equipment manufacturer or its affiliates (“OEMs”) and may include technology and/or services provided by carriers, OnStar, Motorq, Verizon Connect Telo Inc., or other telematics service providers (“Third Parties”) (collectively, “Express”, “OEMs” and “Third Parties” mean “Providers”) for Company’s own internal business purposes and solely in connection with its use and receipt of the Telematics Technology. Except as otherwise provided herein, such rights are non-assignable, non-transferable and non-sublicensable.

2. DATA. In connection with the Telematics Technology, Company agrees that information is continuously collected through the Telematics Technology and may include spatial data, alerts, messages, reports, features, systems, diagnostics, speed, hard braking, hard acceleration, seat belt usage, heading, general and precise location, location-based services (e.g., GPS, WI-FI, etc.), vehicle identification numbers, vehicle speed, direction, and manner of operation, collision information, and other data related to Fleet Vehicles and other vehicles, mobile objects, devices, employees, contractors, suppliers, Drivers, customers, individuals’ names, ID numbers, phone numbers and addresses, whereabouts, movements, vehicle usage and other activities, and other data, including personal information, in order to perform many of its functions (“Telematics Data”). Company may not extract, copy or use the Telematics Data in connection with any other product or for use on any other device. For an additional fee, certain of the Telematics Data may be licensed to Company for internal purposes only and subject to these Telematic Terms, the Master Agreement and the Provider terms.

3. OWNERSHIP. The Telematics Technology and Telematics Data are protected by copyright and other intellectual property rights and laws. The Telematics Technology and Telematics Data are not sold, but only licensed or made available on a limited basis. Notwithstanding anything to the contrary herein, except for the rights expressly granted to Company under these Telematics Terms, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Telematics Technology and the Telematics Data (regardless of the form or media upon which such copies are recorded) are and shall remain exclusively owned by Express and the other Providers. Company shall not remove or attempt to remove any marks, labels, legends from the Telematics Technology or Telematics Data. Express and the other Providers may use any aggregated or deidentified data for any purpose.

4. PROTECTIVE MEASURES. The Telematics Technology may contain technological measures (including the ability to disable the Telematics Technology) designed to prevent the illegal usage of the Telematics Technology, Telematics Data or other violations of the Agreement or applicable law (“Protective Measures”). Company agrees not to circumvent or attempt to circumvent such Protective Measures and agrees not to allow its drivers or passengers (“Drivers”) to do the same.

5. UPDATES AND PATCHES. Express and other Providers may, from time to time, cause updates to be automatically installed on the Fleet Vehicles and/or the Telematics Technology with or without prior notification to Company or Drivers, or provide access to updates through a URL provided to Company. Company hereby consents to such automatic installations for itself and on behalf of its Drivers and agrees to use only the updated version once it has been installed.

6. RESTRICTIONS. To the fullest extent permissible under applicable law, Company agrees not to, and shall cause its Drivers not to: (a) disclose, transfer or transmit in any manner any Telematics Technology, Telematics Data or other copyrightable or licensed elements of the Telematics Technology or Telematics Data whether temporarily or permanently; (b) modify, adapt, translate, reverse engineer, decompile, disassemble, otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms or convert into human readable form any Telematics Technology, modify any Telematics Data or reidentify any deidentified Telematics Data; (c) use the Telematics Technology or Telematics Data in a manner that violates any applicable laws or the rights of any third party; (d) use the Telematics Technology as part of a fail-safe design for dangerous or emergency applications or as part of control measures required for hazardous materials, life support systems, munitions or weapons; (e) engage in any activity that interferes or disrupts services or any computer, Telematics Technology, Telematics Data, vehicle, network or other device used to provide the services; (f) modify, translate, or create derivative works based on the Telematics Technology or Telematics Data; (g) use Telematics Technology or Telematics Data as prohibited by Express or other Providers, including, for example, using seat belt usage data and other behavior data for employee accident investigations, as a rationale for employee termination or suspension or for any other uses not expressly permitted by applicable law, (h) engage in any form of commercial bribery, nor directly or indirectly provide or offer to provide, anything of value to or for the benefit of, any official or employee of a governmental authority or of any government-owned, government-controlled or government-affiliated entity to obtain or retain any contract, business opportunity or other business benefit, or to influence any act or decision of that person in his/her official capacity, (i) utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices, in the supply of goods or provision of Telematics Technology or Telematics Data, (j) collect, use, sell, share, access and/or allow access to Telematics Technology or Telematics Data including personal information except in a manner that is consistent with the Driver Consent obtained by Company, necessary to deliver your legitimate business services, (k) distribute, use, lease, loan, share, resell or sublicense the Telematics Technology or Telematics Data to provide similar services to third parties; or (l) utilize, attempt, cause, permit or encourage any other person to do any of the foregoing.

7. COMPLIANCE. Company shall comply and shall require that its Drivers comply, with all Provider terms and applicable laws, ordinances and regulations, including, without limitation export control laws and regulations of the USA and Canada. Company shall not export or re-export the Telematics Technology or Telematics Data directly or indirectly in contravention of such laws and regulations.

8. ACCESS CREDENTIALS. Company is solely responsible for preserving and administering all user identifications, passwords, or API keys (“Access Credentials”), including keeping them secure. If Company believes the security of any Access Credentials has been compromised, or Company suspects unauthorized use, Company will promptly notify Express in writing. Company acknowledges and agrees that if Company’s Access Credentials are used, Express will be entitled to treat all communications, instructions and transactions that result from such use as authorized by Company unless Company has notified Express of any compromise or unauthorized use of its Access Credentials in accordance with this Section 7. If Express suspects, in its reasonable opinion, fraudulent or unauthorized activity on Company’s account, Express reserves the right to terminate or suspend Company’s, users’ or any Drivers’ access to the website, Fleet Vehicle and/or any applicable Telematics Technology or Telematics Data and will contact Company to advise of this decision.

9. CONSENTS AND DATA TRANSFER. Company agrees that data, including Telematics Data, may be stored or transmitted through third party facilities, third party services or common carriers, including without limitation the internet, in the course of operating the Fleet Vehicles and using the Telematics Technology and/or Telematics Data during and after the Term. Company shall provide (a) adequate notice, (b) obtain Drivers’ and other third parties’ consent for the collection, use, sale, sharing, processing and transmission of data, including Telematics Data and personal information, and (c) require Drivers to execute the appropriate operator agreements, as example of which is provided in Exhibit A, (“Driver Consent(s)”) as a condition of these Telematics Terms, the Master Agreement, and the Company and Drivers receiving and accessing the Telematics Technology and/or Telematics Data on or from any Fleet Vehicle. Company shall retain the Driver Consents and promptly deliver to Express each executed Driver Consent upon Express’s request during or after the Master Agreement expires. Company agrees to notify Express if any Driver Consent is withdrawn within a reasonable period of time. Company agrees that withdrawal of Driver Consent will not affect the ability of Express and other Providers to collect and share Telematics Data.

10. FEEDBACK. Company understands and agrees that any feedback, input, suggestions, recommendations, troubleshooting information or other similar information that Company or Driver provides or which is made available to Express may be used by Express and the other Providers to modify, enhance, maintain and improve the Telematics Technology and/or Telematics Data and other products and services and shall become Express’s and/or the other Providers’ exclusive property without any obligation or payment to Company, Driver or to any of Company’s customers or employees whatsoever.

11. LIMITED WARRANTY. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THESE TELEMATICS TERMS, THE TELEMATICS TECHNOLOGY AND TELEMATICS DATA ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE,” AND EXPRESS AND THE OTHER PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EXPRESS AND THE OTHER PROVIDERS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXPRESS AND THE OTHER PROVIDERS MAKE NO WARRANTY OF ANY KIND THAT THE TELEMATICS TECHNOLOGY OR TELEMATICS DATA OR THE COMPANY’S, DRIVERS’ OR ANY OTHER PERSONS’ USE OR RECEIPT THEREOF, WILL MEET THE COMPANY’S, COMPANY’S AFFILIATES, DRIVERS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY FLEET VEHICLES, TELEMATICS TECHNOLOGY OR TELEMATICS DATA, DATA, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

12. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THESE TELEMATICS TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESS AND THE OTHER PROVIDERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY TERMS, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT OR QUIET POSSESSION AND THOSE ARISING BY STATUTE OR IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXPRESS AND THE OTHER PROVIDERS CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT: (A) THE FLEET VEHICLE, TELEMATICS TECHNOLOGY AND/OR TELEMATICS DATA WILL MEET YOUR BUSINESS OR OTHER REQUIREMENTS; (B) THE FLEET VEHICLE, TELEMATICS TECHNOLOGY AND/OR TELEMATICS DATA WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION INCLUDING ALL LOCATIONS, PARTICULARLY IN REMOTE OR ENCLOSED AREAS OR ON ALL FLEET VEHICLES; (C) THE FLEET VEHICLE, TELEMATICS TECHNOLOGY AND/OR TELEMATICS DATA WILL BE ERROR-FREE, VIRUS-FREE OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE, RELIABLE OR CURRENT; OR (D) ANY ERRORS IN THE FLEET VEHICLE, TELEMATICS TECHNOLOGY AND/OR TELEMATICS DATA CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED. MOREOVER, EXPRESS AND THE OTHER PROVIDERS DO NOT ENDORSE, AND MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO, AND ASSUME NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR, ANY THIRD PARTY PRODUCTS, ALERTS, REPORTS, THE FLEET VEHICLE, TELEMATICS TECHNOLOGY, TELEMATICS DATA, DATA OR OTHER SERVICES INCLUDING BUT NOT LIMITED TO WIRELESS SERVICES, MAPPING SERVICES, POSTED ROAD SPEED SERVICES, INTERNET BANDWIDTH, CLOUD STORAGE OR OTHER FUNCTIONALITY OR SAFETY FEATURES.

13. INDEMNIFICATION. UNLESS PROHIBITED BY APPLICABLE LAW, COMPANY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS EXPRESS AND THE OTHER PROVIDERS, THEIR AFFILIATES, AND RESPECTIVE AGENTS, SUPPLIERS, LICENSORS, SERVICE PROVIDERS, DISTRIBUTORS, SUB-DISTRIBUTORS, CONTRACTORS, SUCCESSORS OR ASSIGNS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACH AN “INDEMNIFIED PARTY”), FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, COSTS, LOSSES AND EXPENSES (INCLUDING REASONABLE LEGAL COSTS AND FEES) ARISING FROM OR RELATED TO ANY CLAIM, DEMAND, COMPLAINT OR ACTION BY A THIRD PARTY ARISING OUT OF OR INCIDENT TO COMPANY’S OR COMPANY’S DRIVERS’ OR THIRD PARTIES’ (A) USE OR MISUSE OF ANY TELEMATICS TECHNOLOGY AND/OR TELEMATICS DATA, (B) ACTS OR OMISSIONS UNDER OR RELATED TO THESE TELEMATICS TERMS; (C) COMPANY’S OR COMPANY’S DRIVERS’ OR THIRD PARTIES’ BREACH OF THESE TELEMATICS TERMS, LAW, REGULATION, ORDINANCE, OR PROVIDER TERMS; (D) FAILURE TO PROVIDE ADEQUATE NOTICE AND/OR OBTAIN ADEQUATE CONSENT, OR (E) COMPANY’S, COMPANY’S DRIVERS’ OR OTHER THIRD PARTIES’ USE OF ANY FLEET VEHICLE.

14. LIMITATIONS OF LIABILITY. COMPANY AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF ALL INDEMNIFIED PARTIES TO COMPANY, COMPANY’S DRIVERS OR OTHER THIRD PARTIES HEREUNDER OR OTHERWISE IN RESPECT OF THE TELEMATICS TECHNOLOGY AND/OR TELEMATICS DATA EXCEED THE AMOUNT COMPANY HAS PAID FOR THE TELEMATICS TECHNOLOGY AND TELEMATICS DATA IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THE CAUSE OF ACTION AROSE, SUBJECT TO ANY LESSER LIMITATION OF LIABILITY IN ANY TERMS INCORPORATED HEREIN BY REFERENCE (INCLUDING, WITHOUT LIMITATION, ANY PROVIDER TERMS) IF APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION IN THESE TELEMATICS TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EXPRESS OR THE OTHER PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, LOSS OF DATA, PRIVACY CLAIMS, LOSS OF BUSINESS INFORMATION OR LOSS OF USE THEREOF, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR ANY OTHER NON-DIRECT, PECUNIARY, COMMERCIAL OR ECONOMIC LOSS OR DAMAGE OF ANY KIND WHETHER FORESEEN OR UNFORESEEN ARISING FROM OR INCIDENTAL TO THESE TELEMATICS TERMS.

15. APPLICABILITY. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THESE TELEMATICS TERMS WILL APPLY IRRESPECTIVE OF THE NATURE OR FORM OF THE CLAIM, CAUSE OF ACTION, DEMAND, OR ACTION, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THESE TELEMATICS TERMS OR OF ANY REMEDY CONTAINED HEREIN.

16. TERMINATION. Express reserves the right to terminate these Telematics Terms in whole or in part with or without notice if: (a) Company or any Driver breaches or otherwise fails to comply with any provision of these Telematics Terms including other Provider terms; (b) Express determines that any registration information Company submits or any update thereof is not true, accurate, complete or current; (c) Company becomes insolvent or bankrupt; (d) Company reorganizes its business, makes an assignment under or otherwise takes advantage as a debtor of, bankruptcy or insolvency laws, including having a trustee or receiver appointed; (e) any steps are taken to wind up or otherwise terminate Company’s existence as a legal entity; (f) Company ceases its business operations, (g) Express or the other Providers discontinue the use of the Fleet Vehicles, Telematics Technology and/or Telematics Data, or (h) a change in law, practice or regulations. Upon any termination of these Telematics Terms: (i) any and all rights granted to Company under these Telematics Terms shall immediately cease; and (ii) Company shall cease all usage of the Telematics Technology, Telematics Data and the Fleet Vehicles. Upon request, Express will transmit to Company a copy of Company’s data stored on Express’ systems as of the date of termination, and Express may condition this assistance on payment of reasonable fees and cost reimbursements, based on the size of the database and complexity of the task.

17. ASSIGNMENT. These Telematics Terms and any rights granted to Company or its Drivers under these Telematics Terms may not be transferred or assigned by Company or any Driver, in whole or in part, whether voluntarily, by operation of law, or otherwise, without Express’ prior written consent and any such attempted assignment or transfer shall be null and void, except that Company may assign these Telematics Terms in its entirety with the Master Agreement to a purchaser of all or substantially all of its assets or business or in connection with a merger, amalgamation, reorganization or similar transaction without consent and upon written notice to Express. Subject to the foregoing, these Telematics Terms will inure to the benefit of and be binding upon the respective successors and permitted assigns of Company and Express. These Telematics Terms may be assigned or novated by Express in its sole discretion by way of written notice to Company.

18. THIRD PARTY TERMS. Company acknowledges that Express and other Providers are required to flow down certain obligations and terms from other Providers including, without limitation, terms related to click-thru licenses, Telematics Technology, Telematics Data, remote services, intellectual property rights, indemnity obligations, limits on liability, exercise of individual privacy rights, cooperation, data use and restrictions, notice and consent, location data, map data, vehicle data, driver behavior, and other requirements, which are subject to change at any time, and Company agrees to such Provider terms and shall further obligate, provide notice to, obtain and maintain Driver Consents from its Drivers. These Provider terms are hereby incorporated by reference into the Agreement as if fully restated herein and form part of the Agreement. Express accepts no responsibility or liability for the Provider terms and services including, without limitation, the notice, consent, data collection, use, misuse, monetization, sale or sharing or other acts or omissions of such Providers. By accepting these Telematics Terms or leasing, renting, or otherwise operating Fleet Vehicles, Company hereby agrees to the Provider terms. Depending on the service and/or Fleet Vehicle, Provider terms may differ from each other and can be found in the Agreement, Provider documentation, product descriptions, portals, Telematics Technology, Telematics Data, acceptable use terms, privacy policies, from certain Providers (e.g., General Motors, OnStar, Ford, Toyota, Mercedes Benz/Daimler PRO, Volkswagen, FCA/Stellantis, BMW, Porsche, Tesla and Geotab) and at certain Provider sites, which are subject to change without notice including, without limitation:

https://login.platform.telogis.com/terms.html, https://www.onstar.com/us/en/business-solutions/api-data-services, https://www.onstarvehicleinsights.com/, www.verizon.com/privacy, https:/motorq.com/use-cases, https://www.gm.com/privacy-statement, https://www.gmfleet.com/onstar-business-solutions https://www.toyota.com/connected-services/, https://www.toyota.com/privacyvts/, https://www.commercialsolutions.ford.com/ and https://www.autosinnovate.org/privacy.

19. ENTIRE AGREEMENT. These Telematics Terms, together with the Master Agreement, constitutes the entire and exclusive agreement between Company and Express with respect to the subject matter of these Telematics Terms, and cancels, and supersedes any prior and contemporaneous understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between Company and Express, oral or written other than as expressly set forth in these Telematics Terms and any terms expressly incorporated herein by reference. The headings in these Telematics Terms are for convenience of reference only and do not affect the construction or interpretation of these Telematics Terms or the Master Agreement.

20. SEVERABILITY. To the extent that any provision of these Telematics Terms is declared by a court or other lawful authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and Company and Express will work in good faith to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provision, and the remainder of these Telematics Terms shall continue in full force and effect with respect to all other provisions.

21. AMENDMENTS. Company agrees that Express may change the terms or provisions of these Telematics Terms from time to time. Such revised Telematics Terms will be posted to the Express website and notice of such revisions may be delivered to Company by electronic means. All revisions are effective immediately when posted by Express. Company agrees to accept, and Company hereby accepts, any changes in the Provider terms and other terms of these Telematics Terms. Company’s continuedrental or operation of Fleet Vehicles from Express following the posting of revised Telematics Terms means that Company accepts and agrees to the revisions.

22. WAIVERS. No waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the party against whom the same is sought to be enforced. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.

23. ELECTRONIC SIGNATURES AND RECORDS. Electronic records and signatures may be used in connection with the execution of these Telematics Terms. These Telematics Terms are just as legally valid and enforceable as if Company had signed it on paper using handwritten signatures. An electronic or other copy of a signed document shall be considered as effective as an original. An electronic signature may be logically associated with these Telematics Terms and shall be effective and enforceable even though it is not affixed to, and does not appear on, an electronic or other copy of these Telematics Terms. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

24. NOTICES. All notices and other information pertaining to these Telematics Terms (collectively, “Communications”) must be in writing or electronic and may be made to the other party by electronic mail (email), pre-paid, first-class mail, overnight delivery with a reputable service, or delivery to the postal or email address provided by the other party, or by delivery to the recipient’s email address. Communications sent electronically will be effective when the Communication is sent to the recipient’s email address. Communications sent via other means shall be effective when received or refused.

25. COUNTERPARTS. Any Communications may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication and shall be deemed an original.

EXHIBIT A

Operator Agreement Template

In consideration of my employment or my providing services to the Company and the compensation and other benefits now and hereafter paid to me, I hereby acknowledge, understand and agree as follows:

1. As part of my employment or service duties to the Company, I may be driving or riding in a vehicle owned by Express and rented to the Company or its affiliates (“Fleet Vehicle”), which Fleet Vehicle may have been manufactured by General Motors, Ford or another original equipment manufacturer or its affiliates (“OEMs”) and may include technology and/or services provided by carriers, OnStar, Motorq, Verizon Connect Telo Inc., or other telematics service providers (“Third Parties”) (together, “Express”, “OEMs” and “Third Parties” are “Providers”).

2. Through the hardware and software on the Fleet Vehicles (“Telematics Technology”), the Company I work for and the Providers are receiving fleet management, tracking, driver behavior, routing, Telematic Data (defined below), automatic location, hardware and software service and other services from the Providers (“Services”).

3. The Providers will be using remote API services, Telematics Technology and other services with the Fleet Vehicle in order to provide services to the Company and the Providers.

4. The Services are turned on all the time, even when it may appear that Services or any other media in the Fleet Vehicle are turned off (including OnStar). This means the Fleet Vehicle will be tracked. I agree not to tamper with or turn off any Services.

5. The Services will send Fleet Vehicle and Driver tracking, telematics data, behavior and other information to the Company and the Providers on a regular and continuous basis.

6. The information that is continuously collected and sent to the Company and the Providers through the Services may include spatial data, alerts, messages, reports, features, systems, diagnostics, speed, hard braking, hard acceleration, seat belt usage, heading, general and precise location, location-based services (e.g., GPS, WI-FI, etc.), vehicle identification numbers, vehicle speed, direction, and manner of operation, collision information, and other data related to Fleet Vehicles and other vehicles, mobile objects, devices, employees, contractors, suppliers, Drivers, customers, individuals’ names, ID numbers, phone numbers and addresses, whereabouts, movements, vehicle usage and other activities, and other data, including personal information, in order to perform many of its functions (“Telematics Data”). For example, hard braking and hard acceleration data may be used to provide the Company and the Providers with driver behavior as part of the Fleet Vehicle Services, and seat belt usage data may be used to support safety programs as part of the Services.

7. I do not have an expectation of privacy as to Telematics Data and Fleet Vehicle-related information, including but not limited to Fleet Vehicle operation information, collision information and vehicle location, speed, and direction of travel.

8. MY USE OF THE FLEET VEHICLE WILL BE DEEMED MY EXPRESS CONSENT TO THE COLLECTION, TRANSMISSION, USE, SALE AND SHARING OF TELEMATICS SERVICES AND TELEMATICS DATA (INCLUDING PRECISE LOCATION DATA AND OTHER DATA THAT COULD CONSTITUTE PERSONAL INFORMATION).

9. The Company and the Providers can send alerts, instructions and messages to the Fleet Vehicle through the Services that may include commands to turn on or off lights, warnings and horns; lock, unlock, stop and start the Fleet Vehicle; and send navigation destinations and other information to hardware on the Fleet Vehicle among other Services.

10. The Services performed by the Company and the Providers are separate from the other Provider services including, without limitation, the OnStar and other services. Additional Provider terms and conditions will also apply to the Services, including OnStar and other Provider terms and conditions.

11. The individual Providers and the Company are not responsible to the other Providers, the Company or to me for: the use or misuse of the Services; any information (including Telematics Data) a Provider or the Company accesses, processes, collects, sells or shares; or any messages or information a Provider or the Company sends or fails to send through the Services.

12. The Providers and the Company are not responsible in any way to me for any liability related directly or indirectly to the Services or the other Providers’ use of the Services or any collection of information, including Telematics Data and/or personal information.

13. The Providers and their affiliates are third party beneficiaries to this Operator Agreement.

14. I have read this Operator Agreement carefully and understand its terms.