1.1. The Services

Subject to the terms of this Agreement, Bee Maps will use commercially reasonable efforts to provide Customer (a) the Services solely for Customer's internal business operations in accordance with the terms and limitations of each Order Form and (b) reasonable support services, through electronic mail or another online mechanism, in accordance with Bee Maps' standard practice. As part of the Services, Hivemapper may provide Customer with certain application programming interfaces (APIs), scripts, data import tools, or other software available to Customer as part of its use of the Services and/or access to the Services, as applicable. Customer may permit Users to use the Services on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users' actions through the Services and for their compliance with this Agreement. Capitalized terms not defined herein shall be given the meaning set forth in the applicable Order Form.

1.2 Ownership of Devices

Bee Maps shall retain full title to and ownership of each Devices unit, and Customer shall (a) keep the Devices units free and clear from any legal process, liens or encumbrances whatsoever; and (b) maintain the Devices units in good condition and be responsible for any damage to or loss of such Devices units that occurs while in Customer's possession (reasonable wear and tear excepted) up to the $5,000 replacement cost if any such unit is damaged beyond repair or lost. On termination (by expiration or otherwise), Customer, at Customer's sole cost and expense, shall de-install the Devices and prepare the Devices for return to Bee Maps. Customer, pursuant to Bee Maps' instructions and at Customer's sole cost and expense (including, but not limited to, expenses of transportation and in-transit insurance), shall return the Devices to Bee Maps in the same operating order, repair, condition, and appearance as when received, except for normal depreciation and wear and tear.

1.3 Grant of License

With respect to any software in any form (including software embedded in Devices) that is provided to Customer or deployed on Customer premises ("Software"), Bee Maps hereby grants Customer, during the Term (as defined below), a non-exclusive, non-transferable, non-sublicensable license to use such Software solely internally in connection with the Services and for no other purpose. All Software is Confidential Information of Bee Maps and subject to the terms of Section 3.

1.4 API Changes

Customer acknowledges that Hivemapper may change, deprecate or republish the APIs for the Hivemapper Product or feature of the Services from time to time, and that it is Customer's responsibility to ensure that calls or requests Customer makes to the Hivemapper Product are compatible with then-current APIs for the Hivemapper Product. Additionally, and subject to Customer's compliance with the Agreement, and to the extent applicable, Hivemapper will make the Mapping Data (defined below) available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Mapping Data for its internal business purposes. Although Hivemapper endeavors to avoid changes to its APIs or Services that are not backwards compatible, if any such changes become necessary Hivemapper will endeavor to notify Customer at least thirty (30) days prior to Hivemapper's implementation of any such incompatible changes to the Services of which it becomes aware. In the event Hivemapper modifies or updates the Services (including APIs), Hivemapper may require that Customer to use the most current version of the Services (subject to the provision above).

1.5 Installation

Customer will be solely responsible for the installation, mounting, and placement of each Device, and assumes all responsibility and liability arising from or related to such installation, mounting, or placement, including compliance with all applicable laws, rules, and regulations. Provider will have no responsibility for, and disclaims all liability arising from, Customer's installation, mounting, or placement of any Device.

2.1 Use Restrictions

Customer will only use the Services as expressly permitted herein and in the applicable Order Form and agrees that it will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, Devices or any Software related to the Services; modify, translate, or create derivative works based on the Services, Devices or any Software, documentation or data relevant to the Services (except to the extent expressly permitted by Bee Maps or authorized within the Services); use the Services, Devices or any Software for timesharing or service bureau purposes or otherwise for the benefit of any third party; use or access the Services, Devices or the Software (or any related information or documentation) to develop a product or service that is competitive with the Services or engage in competitive analysis or benchmarking; remove any proprietary notices or labels; or modify, adapt or hack the Services, Software or Devices, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.

2.2 Customer Obligations

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Bee Maps' standard published policies and codes of conduct then in effect and all applicable laws and regulations (including, without limitation, those relevant to privacy, spam, intellectual property and the like). Customer hereby agrees to indemnify and hold harmless Bee Maps against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of any of the foregoing or otherwise from Customer's use of Services. Although Bee Maps has no obligation to monitor Customer's use of the Services, Bee Maps may do so and may prohibit any use of the Services (or disable content or data) it believes may be (or alleged to be) in violation of the foregoing or any other term of this Agreement.

2.3 LTE Data Usage; Throttling

Customer acknowledges and agrees that each Device provided by Bee Maps may include LTE or other cellular connectivity. Bee Maps will pay for such connectivity subject to the terms of this Agreement. Customer further acknowledges and agrees that LTE data usage by the Devices is subject to reasonable limitations, and Bee Maps reserves the right, in its sole discretion, to monitor data consumption and to throttle, restrict, or suspend LTE connectivity for any Device that Bee Maps determines has engaged in excessive, abusive, or abnormal usage patterns. Without limiting the foregoing, excessive usage may include continuous or near-continuous operation, shared or pooled use among multiple individuals, or any usage inconsistent with ordinary operation of the Services. Bee Maps will not be liable to Customer for any loss of functionality, performance degradation, or other consequences resulting from such throttling, restriction, or suspension

2.4 Optional Wallet Connection and Rewards

Certain features of the Services may permit a customer to connect a compatible digital wallet. If Customer elects to connect such a wallet, Customer may accrue and receive applicable rewards associated with use of the Devices and Services. If Customer does not connect a wallet, no rewards will be issued, and any unclaimed rewards will be permanently forfeited. Provider will have no obligation to credit, hold, or otherwise account for any such forfeited rewards.

2.5 Equipment

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, inventory tags, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

3.1 Confidential Information

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Bee Maps includes all Software, mapping data collected and processed through the Device or otherwise made available by Bee Maps through the APIs ("Mapping Data"), and other non-public information regarding features, functionality and performance of the Service and Devices. Bee Maps. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Proprietary Rights

Bee Maps shall own and retain all right, title and interest in and to (a) the Services, Devices and Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services, Professional Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Analytics Data

Notwithstanding anything to the contrary, Bee Maps shall have the right collect and analyze data and information relating to the use and performance of various aspects of the Services, Devices and related technologies, and Bee Maps will be free (during and after the term hereof) to (i) use such information and data to provide, improve and enhance the Services and other Bee Maps offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Further, Bee Maps shall have the right to use Customer's name in a factual manner for marketing or promotional purposes on Bee Maps' website and in other communication with existing or potential Bee Maps customers. To decline Bee Maps this right, Customer must email Bee Maps (at the email address provided in the Service) stating that Customer does not wish to grant Bee Maps this right. No rights or licenses are granted except as expressly set forth herein.

3.4 Data Ownership

Customer acknowledges and agrees that all data generated by, collected from, or transmitted by the Devices while enrolled in the Beekeeper fleet management platform — including, without limitation, GPS and location data, dashcam imagery, dashcam video, telemetry data, sensor readings, driving event data, and any derivative data products created therefrom (collectively, "Fleet Data") — shall be and remain the sole and exclusive property of Bee Maps. Customer hereby assigns to Bee Maps all right, title, and interest in and to the Fleet Data, and waives any claims of ownership therein.

Bee Maps may use, process, store, analyze, license, distribute, and otherwise exploit the Fleet Data for any purpose, including but not limited to improving the Services, creating and selling map data and related products, training machine learning models, and providing data to third parties. Customer shall have the right to access and use the Fleet Data through the Services during the Term solely for its internal business purposes, subject to the terms of this Agreement.

4.1 Services Fees

Customer will pay Bee Maps the then applicable fees described in each applicable Order Form (and each SOW) for the Services and Professional Services in accordance with the terms therein (the "Fees"). If Customer's use of the Services exceeds the Service Zones set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Bee Maps reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or thencurrent renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Bee Maps has billed Customer incorrectly, Customer must contact Bee Maps no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Bee Maps' customer support department.

4.2 Payment Terms

Bee Maps may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Bee Maps thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Bee Maps' net income.

5.1 Term

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

5.2 Termination

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Bee Maps may also reasonably suspend Customer's and/or any users' access to Services at any time in its reasonable discretion if it possesses a good faith belief that Customer's use of the Service may be in violation of this Agreement or otherwise place Bee Maps (or its customers or other interests) at risk of harm, damage, loss or liability. Upon termination, Customer's right to use the Services shall immediate terminate, all outstanding Fees due for the Services for the entire Term (regardless of any early termination) shall immediately become due and payable, Customer shall return the Devices to Bee Maps and shall return (or at Bee Maps' option destroy) all Software, and each party shall return to the other all Proprietary Information. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, all rights to payment of Fees, confidentiality obligations, warranty disclaimers, and limitations of liability.

5.3 Early Cancellation and Device Return

Notwithstanding Section 5.2(c), Customer may terminate this Agreement for convenience and without liability for the remainder of the Term if, and only if, (a) Customer provides written notice of termination to Bee Maps within fourteen (14) days following the date Customer receives the initial Devices ('Early Cancellation Period'), and (b) Customer returns all Devices to Bee Maps in like-new, working condition, complete with all original parts and packaging, within seven (7) days of providing such notice, at Customer's expense. Upon receipt and inspection of the returned Devices by Bee Maps, this Agreement shall terminate, and Customer shall be entitled to a full refund of any prepaid Fees, and shall have no further obligation to pay any outstanding Fees for the remainder of the Term. If the Devices are not returned or are returned damaged (beyond normal wear and tear), this Section 5.3 shall be void and the termination will be treated as an early termination under Section 5.2(c)