Fleet365 Terms of Service 1. Terms By downloading, using, or accessing any of our software, services and other products, including updates and upgrades thereof (collectively “Products”), you are agreeing to be bound by these terms of service, all applicable laws and regulations, on behalf of yourself, unless you are acting and authorized to act for a company or other organization in which case the agreement is with such organization and any references to “you” herein means such organization. If you do not agree with any of these terms, do not install, use, access or retain any of our products. 2. Use License We grant you a limited, revocable, non-exclusive right to use any software, firmware and intellectual property (collectively, “software”) embodied in Products solely for your own internal business purposes and solely in connection with your use of Microsoft Products and Geotab’s in-vehicle telematics devices, on the condition and so long as you comply with all terms and conditions of this Agreement. Except as otherwise provided herein, such rights are non-assignable, non-transferable and non-sublicenseable. You may not extract, copy or use the software in connection with any other Product or for use on any other device. This license shall automatically terminate if you violate any of the restrictions herein and may be terminated by Fleet365 at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format. 3. Products Ownership The Products are protected by copyright and other intellectual property rights. Software and services are not sold, but only licensed or made available on a limited basis. Notwithstanding anything to the contrary herein, and notwithstanding any reference to the sale of any product to you hereunder, except for the rights expressly granted to you under this Agreement, 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 Products and any copies thereof (regardless of the form or media upon which such copies are recorded) are and shall remain exclusively owned by us and our licensors. You shall not remove or attempt to remove any marks, labels and legends from Products. 4. Restrictions To the fullest extent permissible under applicable law, you agree not to: (a) disclose, transfer or transmit in any manner any services, software or other copyrightable or licensed elements of Products whether temporarily or permanently; (b) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any software elements of Products; (c) use Products in a manner that violates laws or rights of others; (d) use the Products 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, software, network or other device used to provide the services; or (f) attempt, or cause, permit or encourage any other person to do any of the foregoing. 5. Disclaimer The materials on Fleet365's website are provided on an 'as is' basis. Fleet365 makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Fleet365 does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site. 6. Limitations In no event shall Fleet365 or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Fleet365's website, even if Fleet365 or a Fleet365 authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. 7. Accuracy of materials The materials appearing on Fleet365 website could include technical, typographical, or photographic errors. Fleet365 does not warrant that any of the materials on its website are accurate, complete or current. Fleet365 may make changes to the materials contained on its website at any time without notice. However Fleet365 does not make any commitment to update the materials. 8. Links Fleet365 has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Fleet365 of the site. Use of any such linked website is at the user's own risk. 9. Modifications Fleet365 may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service. 10. Governing Law These terms and conditions are governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each party hereby irrevocably attorns and agrees to the exclusive jurisdiction of the courts of the State of New York and the U.S. federal courts located in the City of New York for any claim related to this Agreement or the Products and agrees not to bring any action, claim, suit or proceeding against the other party, its affiliates or agents (or any officer, director, or employee thereof) other than in such courts.