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1. SCOPE OF SERVICES.  For purposes of this Addendum, the term “PinPoint Fleet Manager Services” will mean access to PinPoint Fleet Manager Software-as-a-Service (SaaS) cloud based service.
2. PinPoint Fleet Manager SERVICES
   • 2.1 Grant of Access. Subject to Customer’s compliance with the terms and conditions contained in the Agreement, including this Addendum, FLEET ANALYTICS hereby grants to Customer during the Addendum term a non-exclusive, non-transferable, non-sub-licensable, right to allow Authorized Users to access and use the PinPoint Fleet Manager Services, subject to any restrictions set forth in any Order Form, including any limitation on the number or category of Authorized Users or Assets.  The PinPoint Fleet Manager Services may be used to track only the Assets as defined herein and not any device or asset that falls outside the scope of Asset as defined herein. Authorized User” means each of Customer’s employees, agents, and independent contractors who are provided Access Protocols (as defined below) by Customer or FLEET ANALYTICS. “Assets” are assets tracked by the PinPoint Fleet Manager Services as described in more detail in Exhibit A of this Addendum or any Order Form.  Customer will be responsible for all acts and omissions of Authorized Users. Customer and its Authorized Users will access and use the PinPoint Fleet Manager Services solely in conformance with the Documentation.
   • 2.2 Procedures and Technical Protocols.  FLEET ANALYTICS will specify to Customer procedures according to which Customer may establish and obtain access to, and use of, the features and functions of the PinPoint Fleet Manager Service, including, without limitation, provision of any access codes, passwords, technical specifications, connectivity standards or protocols, or any other relevant procedures (collectively, “Access Protocols”), to the limited extent any of the foregoing may be necessary to enable Customer to provide access to the features and functions of the PinPoint Fleet Manager Service via the Internet or other dedicated point-to-point connection.
   • 2.3 Responsibility for Hosting of Service.  As between the Parties, FLEET ANALYTICS will bear responsibility, at its own expense, for hosting and operation of hardware and software necessary to provide the PinPoint Fleet Manager Services.  Documentation in the form of text and/or graphical information contained in user guides may be provided that describe the features, functions and operation of the PinPoint Fleet Manager Service, whether in electronic or printed format, provided by FLEET ANALYTICS to Customer.
   • 2.4 Technical Support Services. Subject to the terms and conditions of this Agreement including the payment of the applicable fees, FLEET ANALYTICS will, during the period of time for which support fees have been paid to FLEET ANALYTICS, provide Technical Support Services to eligible support recipients during PinPoint Fleet Manager ordinary and customary business hours in accordance with its standard policies and procedures.
   • 2.5 Usage Restrictions.  With the understanding that for purposes of this Section, the term PinPoint Fleet Manager Services,Customer will not: (i) assign, sublicense, transfer, lease, rent or distribute any of its rights in the PinPoint Fleet Manager Service; (ii) port, translate, localize or create derivative works based upon the PinPoint Fleet Manager Service in any manner; (iii) reverse assemble, decompile, reverse engineer, translate or otherwise attempt to derive or obtain the source code, the underlying ideas, algorithms, structure or organization of the PinPoint Fleet Manager Service; (iv) copy or duplicate the PinPoint Fleet Manager Service; (v) use the PinPoint Fleet Manager Service for the benefit of any third party including as part of any service bureau, time sharing or third party training arrangement; or (vi) publish any benchmark testing results on any Product without FLEET ANALYTICS’s written consent. Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use any source code. Customer will use the PinPoint Fleet Manager Service in accordance with the Documentation, and Customer will ensure that its use of the PinPoint Fleet Manager Service complies with all applicable laws, statutes, regulations or rules promulgated by governing authorities having jurisdiction over the parties or the PinPoint Fleet Manager Service.
   • 2.6 Customer Content.  Customer hereby grants to FLEET ANALYTICS a limited, royalty-free, license: (a) during the term to use, copy, display, disclose, modify and distribute the Customer Content solely for the purpose of providing the PinPoint Fleet Manager Service and (b) for research, marketing and other purpose reasonably required to develop, deliver and provide to Customer ongoing innovation to the PinPoint Fleet Manager Service and (c) on a perpetual basis, to use, copy, display, disclose, modify and distribute the Customer Content solely to create and compile aggregated data and/or statistics; provided, however, in any such aggregated data or statistics, FLEET ANALYTICS will ensure that the Customer Content is used in aggregated form only and in a manner that is not directly attributable to or identified with Customer.
   • 2.7 Continuous Development. Customer acknowledges that FLEET ANALYTICS may continually develop, deliver and provide to Customer on going innovation to the PinPoint Fleet Manager Service in the form of new features, functionality, and efficiencies. FLEET ANALYTICS will make known to Customer any material modification to the PinPoint Fleet Manager Service at least thirty (30) calendar days prior to the effectiveness of such modification.  Some modifications will be provided to Customer at no additional charge. FLEET ANALYTICS may condition the implementation of additional functionality upon the payment of additional fees (i.e., a premium service) but only if FLEET ANALYTICS generally charges other customers for this additional functionality and FLEET ANALYTICS allows Customer to continue using the version of the PinPoint Fleet Manager Service that FLEET ANALYTICS makes generally available (without such features) without paying additional fees.
3. Suspension of Service.  At any time during the Term, FLEET ANALYTICS may, immediately upon notice to Customer, suspend access to THE PinPoint Fleet Manager SERVICES for the following reasons: (a) a threat to the technical security or technical integrity of the Services or (B) any amount due under this Agreement is not received by FLEET ANALYTICS within fifteen (15) days after it was due.
4. Term and Termination of PinPoint Fleet Manager Service
   • 4.1 TERM.  This EULA will become effective (i) when executed by authorized representatives of both Parties; or (ii) the Effective Date of the Agreement, whichever later occurs, and will continue in effect for a period of one (1) year (the “Initial Term”).  Thereafter, the Addendum will renew automatically for successive one (1)-year periods (each, a “Renewal Term”), unless either Party provides notice of its desire not to renew not less than ninety (90) days prior to the end of the Initial Term or then-current Renewal Term, as applicable.  Sections 2 through 4 of this Addendum will survive any termination of this Addendum.
   • Effect of Termination. In the event of termination or expiration of this EULA, Customer will immediately cease use of the PinPoint Fleet Manager Service and each Party will promptly return all Confidential Information and materials of the other Party, and Customer will promptly pay to FLEET ANALYTICS all amounts due and outstanding.  The following section will survive termination of the Addendum.