Schedule C

These terms supplement the LOCUS Order Form and apply to the Geotab Aggregated Data incorporated into the LOCUS Product. By executing the LOCUS Order Form, End User agrees to these additional terms.

 

1. Definitions

“Geotab Aggregated Data” means the de-identified data aggregated, selected, and/or arranged by Geotab and made available to End User through LOCUS.

“Derived Data” means any derivative datasets, models, or data points produced using the Geotab Aggregated Data, including AI models.

“End User” means the entity or person who uses the Geotab Aggregated Data or Derived Data for its own benefit, or a third party to whom insights or services are provided using such data.

 

2. License Grant

Geotab grants End User a personal, limited, non-assignable, non-transferable, non-sublicensable, non-exclusive, revocable license to use the Geotab Aggregated Data for End User’s own use, subject to compliance with these terms.

Geotab may withdraw this license by providing notice to End User (directly or through LOCUS) at any time if End User is in violation of these terms. Upon withdrawal, End User must immediately stop using the Geotab Aggregated Data and irretrievably delete or destroy all copies in its possession.

 

3. Permitted Use

End User may use the Geotab Aggregated Data and Derived Data only for the following purposes:

1. Transportation analytics for economic insight or policy planning;
2. Data-driven insight for building safe, efficient, and sustainable cities and transportation systems;
3. Transportation analytics to model transportation and freight activity; or
4. Any other purpose approved in advance in writing by Geotab.
   
   

4. Use Restrictions

End User shall not use the Geotab Aggregated Data or Derived Data in any way that:

1. Harms or may lead to unfair discrimination against users of Geotab products and services, individuals, or society;
2. Involves any attempt to re-identify individuals, vehicles, companies, or other entities from the Geotab Aggregated Data, whether alone or by combining it with other data sources;
3. Misrepresents the content of the Geotab Aggregated Data or creates Derived Data that is fraudulent in nature; or
4. Supports traffic enforcement purposes.

End User shall promptly report to LOCUS any errors in the Geotab Aggregated Data that it discovers.

End User shall maintain reasonable security controls to prevent unauthorized access to the Geotab Aggregated Data.

 

5. Sharing with Third Parties

If End User allows access to or shares the Geotab Aggregated Data or Derived Data with subcontractors, affiliates, consultants, or other third parties, End User shall impose contractual terms no less restrictive than these terms and take full responsibility for ensuring compliance.

End User must obtain Geotab’s written consent before any disclosure to third parties that attributes or identifies a relationship with Geotab, in any form of presentation.

 

6. Intellectual Property

Geotab retains all rights in the Geotab Aggregated Data, including ownership rights, copyrights, trade secrets, and patent rights. Nothing in these terms transfers any ownership interest to End User.

 

7. Disclaimers and Limitation of Liability

This section contains important warranty disclaimers and liability limitations.

As-Is. The Geotab Aggregated Data is provided “as is,” “where is,” and “with all faults.” Neither Geotab nor LOCUS makes any warranties or representations of any kind, express or implied, including warranties of accuracy, completeness, merchantability, or fitness for a particular purpose.

Indemnification. End User shall indemnify and hold harmless Geotab and LOCUS, and their respective affiliates, officers, employees, and agents, from any third-party claims arising out of End User’s use of the Geotab Aggregated Data or failure to comply with these terms.

Aggregate Cap. The total aggregate liability of Geotab and LOCUS to End User under these terms shall not exceed the amount received by LOCUS for End User’s access to the Geotab Aggregated Data in the twelve (12) months preceding the claim.

 

8. Termination

Geotab or LOCUS may terminate these terms on fifteen (15) days’ written notice to End User. If Geotab or LOCUS reasonably suspects a violation of these terms, access to the Geotab Aggregated Data may be immediately suspended pending resolution.

Upon termination, End User must cease all use of the Geotab Aggregated Data, delete all copies in its possession or control, and, upon written request, provide a signed declaration confirming deletion.

Any provision that contemplates performance or observance after termination shall survive and continue in full force and effect.

 

9. Changes to Terms

Geotab may update these terms from time to time. It is End User’s responsibility to periodically review these terms for updates. Continued use of the Geotab Aggregated Data following any update constitutes acceptance of the revised terms.

 

10. General Provisions

Entire Agreement. These terms, together with the LOCUS Order Form, constitute the entire agreement between the parties concerning the Geotab Aggregated Data and supersede all prior agreements on this subject.

Assignment. End User may not assign or transfer these terms without Geotab’s prior written consent. Geotab may assign its rights and obligations at its discretion.

Force Majeure. Neither party shall be liable for failure to perform due to causes beyond its reasonable control, provided that the other party may terminate if non-performance continues for thirty (30) days or more.

Severability. If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.