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These terms are an agreement between TOYOTA MATERIAL HANDLING, INC. ( 鈥渨e鈥�, 鈥渦s鈥� or 鈥渙ur鈥�) and the entity (鈥淐ustomer鈥�, 鈥測ou鈥�, 鈥測our鈥�) that (i) accepted a proposal issued by us or one of our dealers (each, a 鈥�Dealer鈥�) that incorporated these terms by reference; or (ii) placed an order on shop.toyotaforklift.com or other ecommerce site under terms incorporating these terms by reference. These terms govern your access to and use of the MyInsights Telematics System (the 鈥�System鈥�). THIS AGREEMENT REQUIRES YOU TO ARBITRATE DISPUTES, WAIVES YOUR RIGHT TO A JURY TRIAL, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF 鈥� PLEASE READ IT CAREFULLY.

The System is an integrated hardware and software platform that includes cloud-based functionality hosted from our servers (or those of our hosting provider) and made available to your users by means of the Internet. The System includes the following components: (a) the hardware (the 鈥�Hardware鈥�) that is installed on vehicles you may be managing through the System (鈥�Vehicles鈥�) and necessary to collect, record and process information about the operation of those Vehicles, including sensors, processors, and modems; (b) computer programs provided as a component of the System (鈥�Software鈥�), including software installed on or embedded on the Hardware (鈥�Embedded Software鈥�) and applications that may be downloaded to your computer or mobile device, and all updates thereto; (c) the online, web-based services (the 鈥�Cloud Services鈥�), including the System website located at https://telematics.toyotaforklift.com/ (the 鈥�Site鈥�); (d) the optional services that provide additional System functionality or features that you purchased from us or a Dealer on a subscription basis (the 鈥�Subscription Services鈥�); and (e) the third-party mobile wireless services that connect Hardware and transmit the Vehicle Data to the Cloud Services (collectively, the 鈥�Connectivity Services鈥�). The Hardware may collect sensor, error message, GPS location, and other data (鈥�Vehicle Data鈥�) in connection with the use of the Vehicles, including data about the Vehicle operators. This Vehicle Data may be transmitted through Connectivity Services provided by a third-party telecommunications provider (such as Verizon Wireless庐) (the 鈥�Cellular Provider鈥�).听

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The parties agree as follows:

1. SCOPE OF AGREEMENT.听The System collects Vehicle Data through Hardware installed on your Vehicles.听 You acknowledge that Vehicle Data will be collected in accordance with this agreement, even if you do not purchase Subscription Services, unless you request System deactivation as provided in Section 13.听 This agreement applies to the System and does not affect any other rights you may have obtained in your Vehicles, including Vehicles you purchased or leased from us or a Dealer or under any other agreement with us or any Dealer.听 We have no obligation hereunder with respect to your Vehicles except as otherwise expressly provided herein, and you will hold us harmless from any claims in connection therewith in accordance with section 23.听听

2.听CHANGES TO THIS AGREEMENT.听On one or more occasions, we may modify the terms of this agreement by giving notice to you (either online via the System or via email or other method permitted in this agreement). This notice may include posting a revised version of this agreement on our website at /myinsights-legal.听 Please check that web page periodically for changes. If any modification affects you in a materially adverse manner, you may, as your sole remedy, terminate this agreement in accordance with section 13.听 If you do not exercise your termination right in the preceding sentence within ten business days of any agreement modification you will be deemed to have accepted the modification and YOUR USE OF A VEHICLE ENABLED WITH THE HARDWARE, OR ANY OTHER PART OF THE SYSTEM, AFTER MODIFIED TERMS ARE POSTED OR OTHER CHANGE NOTIFICATION IS GIVEN SIGNIFIES YOUR ACCEPTANCE OF THE CHANGED TERMS.

3.听PERMITTED USE. 听You may only use the System for your own internal business purposes in Canada, Mexico and the United States (the 鈥�Permitted Use鈥�). 听In addition to the terms of this agreement, you shall use the System in accordance with any user manual provided with the System or included with any Hardware or Subscription Service (a 鈥�User Manual鈥�), and you shall abide by any warnings, notices and limitations set forth in such User Manual.

4.听CLOUD SERVICES. 听You will need to register and create an account to access the Cloud Services (an 鈥�Account鈥�). Your Account is intended for use only by you and your authorized users (each, an 鈥�Authorized User鈥�). You shall ensure that each Authorized User has its own login credentials and that no Authorized User shares their credentials with anyone, including other Authorized Users. You are responsible for maintaining the confidentiality of all Authorized User credentials, and for all activities that occur under your Account. You must notify us immediately of any known or reasonably suspected unauthorized access to or use of your Account and take all reasonably necessary steps to prevent and terminate that unauthorized access. You are responsible for furnishing, at your expense, any computer, networking, telecommunications and other equipment necessary for you and your Authorized Users to access the Internet and connect to the Cloud Services. We will not be responsible for equipment or network outages or problems relating to your premises or infrastructure. You acknowledge that we may, on one or more occasions, add, modify, discontinue or deprecate Cloud Service features or functionality.听听

5. GRANT OF ACCESS.听听We hereby grant you a limited, non-exclusive, non-transferable right to access and use the Cloud Services solely for the Permitted Use. You shall ensure that each Authorized User uses the Cloud Services in compliance with this agreement.听 In addition to the restrictions in section 8, you shall not, and shall ensure that your Authorized Users do not: (a) use or access any Cloud Service to provide service bureau, time-sharing or other services to non-parties or make any Cloud Service available to non-parties as a managed or network provisioned service; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive any Cloud Service source code; (c) modify or create derivative works based on any Cloud Service; or (d) attack, disrupt or perform a penetration test on any Cloud Service.听 We shall have the right to immediately suspend any portion of your access to and use of the Cloud Services, including any Authorized User鈥檚 access, if we determine that its access to or use of the Cloud Services is prohibited by law or this agreement; poses a security threat to the Cloud Services, us or any non-party; or may adversely impact the integrity of the Cloud Services or the content of any non-party.听 We shall provide you with prior notice of any suspension; provided, however, if prior notice is not possible or is otherwise unreasonable, we will notify you as soon as reasonably possible.听 Any suspension hereunder will not excuse your payment obligations under sections 14 and 15.

6. SOFTWARE.听We hereby grant you a limited, non-exclusive, non-transferable license, without the right to sublicense, to use the Software solely for the Permitted Use.听 In addition to the restrictions in section 8, you shall not, and shall not permit others to: (a) sell, lease, rent, timeshare, monetize or distribute the Software; (b) disassemble, decompile, reverse engineer or otherwise attempt to derive its source code; (c) publish, provide or otherwise make available to any non-party, any competitive, performance or benchmark tests or analysis relating to the Software; (d) export the Software into any non-North American country; or (e) use any Embedded Software separately from the Hardware on which it is integrated, or for any purpose other than using and managing the Hardware on which the Embedded Software is installed.听听

7. RECORDINGS AND COLLECTION OF DATA.听All Vehicle Data is collected 鈥淎S IS鈥� and 鈥淎S AVAILABLE鈥� and we cannot guarantee its accuracy or completeness. 听YOU SHALL PROVIDE ADEQUATE NOTICE REGARDING USE OF THE SYSTEM,听 COLLECTION OF VEHICLE DATA, AND YOUR USES OF SUCH DATA AND MYINSIGHTS DATA TO ANY OPERATOR OF YOUR VEHICLES (INCLUDING NOTICE REGARDING LOCATION TRACKING BY THE SYSTEM) OR YOU WILL DEACTIVATE THE SYSTEM WITH RESPECT TO VEHICLES OPERATED BY PERSONS WHO HAVE NOT RECEIVED ADEQUATE NOTICE OR GIVEN CONSENT. You will not record or track the location of any individual in violation of applicable law and will only use the System and MyInsights Data (as defined in section 17), and provide Vehicle Data, with the informed consent of all applicable Authorized Users and operators of Vehicles.听听

8. RESTRICTIONS.听You will not, and you will not permit others to, (a) license, sell, lease, assign, distribute, host, disclose, or otherwise commercially exploit or make available the System except as expressly permitted herein; (b) use any part of the System or MyInsights Data (as defined in section 17) in contravention of any applicable law; (c) copy or use any part of the System or MyInsights Data for any illicit, improper or unlawful purpose or to harass, stalk or harm any person; (d) use any part of the System to send or store infringing or unlawful material; (e) access any part of the System or MyInsights Data for the purpose of building a competitive product or service or copying its features, content or user interface, including by screen scraping; (f) attempt to undermine or bypass the security infrastructure used by any part of the System; (g) infect or introduce any spyware or any other form malicious software into any part of the System; (h) remove or alter any trademark, logo, copyright or other proprietary notices or legends in any part of the System; (i) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the System (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact us and give us the opportunity to create such changes as are needed for interoperability purposes, and provided that the foregoing shall not be construed to prohibit you from configuring the System to the extent permitted by the System鈥檚 standard user interface); or (j) access or use any part of the System by means of any interfacing program, script, automated program, electronic agent or 鈥渂ot鈥� except as authorized in writing by us.

9. ADDITIONAL SERVICES AND TERMS.听When you use or sign up for certain Subscription Services you may also be subject to the limitations, restrictions and terms applicable to that Subscription Service of which you are notified (collectively 鈥�Subscription Service Terms鈥�). Subscription Service Terms established by us are hereby incorporated into this agreement, and this agreement will control to the extent of any conflict with such terms unless the Subscription Service Terms expressly state that they are overriding the conflicting term of this agreement. You shall abide by all applicable Subscription Service Terms associated with Subscription Services you have selected. Any violation by you of any Subscription Service Terms will constitute a material breach of this agreement.听

10. CONNECTIVITY SERVICES AND OTHER THIRD-PARTY SERVICES.听To deliver the System, we have entered into or may enter into agreements with one or more Cellular Providers for Connectivity Services, for which you are not a third-party beneficiary.听 You acknowledge that we cannot guarantee the security or reliability of Connectivity Services and that we are not and will not be liable to you for any lack of security or any issues relating to the Connectivity Services.听 If you submit payment card data, it may be submitted directly to the payment processing provider (and not to us) and subject to any applicable terms imposed by that payment processing provider with respect to such data transfer and payment processing. If you download a Software app from an App Store, you are subject to any terms of use of that App Store (e.g., in the case of a System iOS App, the Apple庐 Licensed Application End User License Agreement terms). YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT A PARTY TO OR BOUND BY THE SERVICE TERMS OF ANY THIRD-PARTY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW SHALL NOT BE LIABLE FOR ANY VIOLATION OF SUCH SERVICE TERMS.听 In no event will any third-party terms modify or limit any of your obligations or liabilities to us hereunder.

11. AVAILABILITY.听We will use commercially reasonable efforts to cause the Cloud Services to be continually accessible to you, except for scheduled maintenance and required repairs, and except for any interruption due to any Force Majeure Event (as defined in section 25). If you are unable to access the Cloud Services, your only remedy (and our only liability) is that we will use commercially reasonable efforts to restore access as soon as reasonably possible.听 听In no event will we have any responsibility for your inability to access the Cloud Services due to issues arising from the hardware, systems, environment or networks of you or third parties.

12. AUTOMATIC SOFTWARE UPDATES.听On one or more occasions, we may develop patches, bug fixes, updates, upgrades and other modifications to the Software (collectively, 鈥淯pdates鈥�). Updates may be automatically and remotely installed without providing any additional notice or receiving any additional consent from you; provided that if the System provides functionality that permits automatic Updates to be turned off then Updates may be delayed if you use such functionality. You acknowledge that you may be required to install certain Updates to continue to use the System. If you do not want Updates, your remedy is to terminate this Agreement (either in whole or in part if permitted hereunder and only certain Services are affected) or stop using the affected parts of the System.

13. TERM AND TERMINATION.听This agreement is effective as of the first date that you receive access to a Vehicle incorporating Hardware or to the System and will remain in effect indefinitely if you own or otherwise have access to any Vehicle incorporating Hardware or the System. Either party may terminate this agreement at any time by giving the other party no less than 60 days鈥� prior written notice (in the event of such a termination by us for our convenience and notwithstanding section 14, we will repay any unearned Fees pre-paid by you for the terminated Subscription Services). Either party may also terminate this agreement if the other party materially breaches any provision of this agreement and, if amenable to being cured, the breach remains uncured for 30 days after the breaching party receiving written notice describing the breach from the non-breaching party. Upon expiration or termination of this agreement, you and all Authorized Users will immediately cease use of the System and will not access it for any purpose.听 Your access to MyInsights Data via the System will terminate as of any such termination. If you no longer wish to have Vehicle Data collected as to one or more Vehicles, you must request deactivation by contacting us using the contact information available at /myinsights-legal. Deactivation will be effectuated within a commercially reasonably time after the request is received.听 Upon deactivation, the collection of Vehicle Data will stop but, until this agreement is terminated, (a) previously collected Vehicle Data will continue to be available, and (b) the Vehicle will still communicate for support, updates and health of the Vehicle.

14. FEES.听Fees may apply to Subscription Services (鈥淔ees鈥�), including in connection with some additional Subscription Service Terms.听 If Fees apply then you will be presented with or otherwise notified of the schedule of applicable Fees (either online via the System or via email or other method permitted in this agreement) (each, a 鈥淔ee Schedule鈥� which are hereby incorporated herein). The applicable term for a Subscription Service, including any renewal terms, will be as set forth in the Fee Schedule.听 In the event of a conflict between the terms of this agreement and the specific terms of a Fee Schedule, the terms of the Fee Schedule will control. If we notify you of an updated Fee Schedule, the updated version will become effective as the Fee Schedule as of the start of the next renewal term for an affected Subscription Service unless you terminate the Subscription Service prior to its renewal.听 Fees accrue monthly unless otherwise specified in a Fee Schedule.听 Subject to section 13, all payments are final and non-refundable.

15. PAYMENT. You shall pay any applicable Fees in U.S. dollars in accordance with the payment terms set forth in the Fee Schedule (or net 30 days from the invoice date if no payment terms are specified). Overdue invoices are subject to interest of 1.5% (or the maximum allowed by law, whichever is less) for each month or part of a month past due. If Fees remain unpaid more than 10 days after the applicable due date: (a) we will have the right to suspend your access to the System; and/or (b) treat such failure to pay as a material breach not capable of being cured and/or seek legal remedies, including sending the unpaid amount to collections (you shall be responsible for paying all costs of collection, including any reasonable attorney fees). Fees do not include any sales, use, excise, import or export, value-added or similar tax or interest, and you will be responsible for paying any such amounts; provided, however, you will have no obligation to pay any taxes based on our net or gross income.听听

16. SUPPORT.听 We will provide a telephone number and/or email address to enable reporting of technical and operational issues with the System during the hours of 9:00 AM (EST) and 5:00 PM (EST), Monday through Friday, excluding days designated as holidays observed by us.听 Contact information for support is available at /myinsights.听 We will have no responsibility to provide maintenance or support services with respect to a Vehicle.

17. MYINSIGHTS DATA.听You are solely responsible for the data, information and other content (i) you or any Authorized User manually inputs into the Cloud Services; or (ii) generated from your use of the System and made available to you through the Cloud Services or Software (collectively, the 鈥�MyInsights Data鈥�). You state that (a) you have proper right and authorization to provide, distribute and use the MyInsights Data and to authorize us and our subcontractors to use the MyInsights Data as necessary to operate the System; (b) you have the authority or have obtained the necessary permission to record and transmit the MyInsights Data for use with the System as described and contemplated in this agreement, including the permission of individuals associated with or described in the MyInsights Data; (c) the MyInsights Data does not violate any applicable law, regulation, or proprietary right; and (d) the MyInsights Data is not infringing, illegal or otherwise improper. You retain all intellectual property rights in and to the MyInsights Data.听 You hereby grant us a worldwide, irrevocable, perpetual license for us, Toyota Industries Commercial Finance, Inc., our affiliates, Dealers and subcontractors to use, disclose and distribute the MyInsights Data to provide the System to you and your Authorized Users, to improve and develop products and services, to provide you operational and service support and recommendations, for marketing purposes and to aggregate deidentified MyInsights Data with other data for any legitimate business purpose.听 You acknowledge that we will assist law-enforcement officials investigating illegal activity or violations of this agreement and may disclose or use MyInsights Data in support of the same.

18. PERSONAL INFORMATION.听If we or our service providers Process any Personal Information (as those terms are defined in the DPA) on your behalf in the provision of the System, the MyInsights Data Processing Addendum at /myinsights-legal (the 鈥�DPA鈥�), as may be updated on one or more occasions and is hereby incorporated by reference, will apply and form a part of this agreement.听 In the event of a conflict between this agreement and the DPA, the DPA will prevail as to the Processing of Personal Information.

19. DATA SECURITY.听We will take commercially reasonable precautions to prevent the loss of or alteration to MyInsights Data. In addition, we will establish and follow commercially reasonable security measures designed to prevent unauthorized access to such data and maintain appropriate security measures to protect such data consistent with applicable laws and industry standards. However, we are not responsible for third-party networks or systems used to transmit MyInsights Data, including Wi-Fi or cellular networks operated by a Cellular Provider or other carriers. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures or to use or access MyInsights Data for improper purposes.

20. RIGHTS IN SYSTEM.听As between the parties, we retain all intellectual property rights in and to the System, including any modifications or improvements thereto, including those developed in collaboration with, or suggested by, you.听 The granting of access to any Cloud Service by us should not be construed as granting or conferring any rights by license in the Cloud Services.听 You shall not, during the term of this agreement or at any time thereafter, attack our intellectual property rights in and to the System.听 You acknowledge that the code, documentation, designs, technical info and other materials related to the System that are made available to you (the 鈥淪ystem Materials鈥�), are confidential to us. You shall take measures to protect the confidentiality of the System Materials that, in the aggregate, are no less protective than those measures you use to protect the confidentiality of your own confidential information (in no event, less than commercially reasonable measures). You shall not disclose the System Materials to anyone other than your Authorized Users and personnel who have a legitimate need to know such information in accordance with the rights granted to you in this agreement. You shall use the System Materials only in connection with your use of the System as authorized herein. You recognize that we might have no adequate remedy at law if you do not comply with your obligations under this section 20. Therefore, a grant of injunctive relief would be appropriate to restrain any breach, threatened breach, or otherwise to specifically enforce any of your obligations under this section.听听

21. FEEDBACK.听You hereby grant us an unrestricted, perpetual, irrevocable, transferable license to use any and all suggestions or feedback provided by you with respect to the System (鈥淔eedback鈥�). We shall be entitled to use, copy, modify, publish, or redistribute such Feedback for any purpose and in any way without any compensation or obligation to you.听

22. DISCLAIMERS

听听听听听听听听听听听听(a)听听听听听听听听听听听听 You acknowledge that the System may use push notifications to send certain alerts or notices. WE SHALL NOT BE LIABLE FOR THE TRANSMISSION OF, OR ERRORS OR FAILURES IN TRANSMISSION OF, ANY PUSH NOTIFICATION OR ALERT, INCLUDING ANY LIABILITY FOR ANY UNWANTED, MISSED OR IGNORED PUSH NOTIFICATIONS OR ALERTS.听

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听 听听听听听听听听听听(b)听听听听听听听听听听听听 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SYSTEM AND ASSOCIATED DATA ON AN 鈥淎S-IS鈥� AND 鈥淎S AVAILABLE鈥� BASIS 鈥淲ITH ALL FAULTS,鈥� AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SYSTEM OR YOUR DATA. WE MAKE NO WARRANTY THAT ANY PART OF THE SYSTEM WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. USE OF THE SYSTEM AND YOUR DATA IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND WE DISCLAIM) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR VEHICLES OR ANY PRODUCT, COMPUTER, OR MOBILE DEVICE, RESULTING FROM YOUR USE OF THE SYSTEM OR YOUR DATA. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS ARE LIMITED IN DURATION TO THE DURATION OF THE APPLICABLE LIMITED WARRANTY (OR TO 30 DAYS FROM THE DATE OF FIRST ACCESS TO THE SYSTEM IF NO LIMITED WARRANTY APPLIES). SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ANY EMPLOYEES, REPRESENTATIVES, AGENTS, OR DISTRIBUTORS OF US ARE NOT AUTHORIZED TO MODIFY OR MAKE ADDITIONS TO THIS WARRANTY THAT ARE BINDING ON US.听 ANY SUCH STATEMENTS, WHETHER WRITTEN OR ORAL, DO NOT CONSTITUTE ADDITIONAL WARRANTIES.

23.听LIMITATIONS OF LIABILITY

听听听听听听听听听听听听(a)听听听听听听听听听听听听 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE FOR INDIRECT, INCIDENTAL, BUSINESS INTERRUPTION OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF REVENUE (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, OR REPUTATION, WHETHER ARISING UNDER CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, AND (B) IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, INDEMNIFICATION, DEFENSE OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO US UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. WE DISCLAIM ALL LIABILITY OF ANY KIND ARISING FROM THE ACTS OR OMISSIONS OF OUR LICENSORS, RESELLERS, PARTNERS, AND SUPPLIERS (INCLUDING THE CELLULAR PROVIDER AND ANY DEALER) OR THEIR SYSTEMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR OTHER RIGHTS, SO THE FOREGOING PROVISIONS OF THIS AGREEMENT MAY NOT APPLY TO YOU. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

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听听听听听听听听听 听听(b)听听听听听听听听听听听听 YOU ACKNOWLEDGE THAT THE SYSTEM IS NOT INTENDED AS A REPLACEMENT FOR SAFE, CAREFUL AND DILIGENT VEHICLE OPERATION.

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听听听听听听听听听听听听(c)听 听 听 听 听 听 听The System may contain links to third-party websites, systems and services which are the sole responsibility of such independent third-parties, and use thereof is solely at your own risk.听 WE HAVE NO CONTROL OVER THE CONTENT OR PRIVACY POLICIES OF THIRD-PARTY WEBSITES, SYSTEMS OR SERVICES, AND WE ARE NOT RESPONSIBLE FOR (AND UNDER NO CIRCUMSTANCES SHALL BE LIABLE FOR) THE CONTENTS, OPERATION OR RELIABILITY OF ANY SUCH SITES, SYSTEMS OR SERVICES OR THEIR USE OF YOUR DATA.

24.听INDEMNITY

听听听听听听听听听听听听(a)听听听听听听听听听听听听 To the maximum extent permitted by law, in addition to the other indemnities provided in this agreement, you shall indemnify, defend and hold harmless us and our affiliates, Dealers, service providers and representatives, and the employees, officers, directors and agents of each from all losses, damages, penalties, judgments, liabilities, settlements and expenses, including reasonable attorney fees and other expenses of litigation, settlement or defense (collectively, 鈥�Indemnifiable Losses鈥�) arising out of or resulting from any claim, suit, proceeding or cause of action brought by a third party (each, a 鈥�Claim鈥�) in connection with: (1) modification to any portion of the System not approved in writing or performed by us or our agents or representatives; (2) any use of the System in combination with other products, equipment, software or data not supplied by us; (3) the MyInsights Data; (4) your breach or alleged breach of this agreement; (5) your reliance on or inability to use any part of the System or the MyInsights Data; (6) an allegation that any part of the MyInsights Data infringes or misappropriates any intellectual property, privacy or other legal right of any non-party; (7) your failure to follow any warning, notice or limitation in a User Manual, (8) the negligence or intentional misconduct of your or your employees, agents, subcontractors or vendors; , or (9) any liability disclaimed by us in this agreement or a User Manual.听

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听听听听听听听听听听听听(b)听听听听听听听听听听听听 We shall defend, indemnify, and hold harmless you and your officers, directors, employees and agents against all Indemnifiable Losses arising out of or resulting from any Claim in connection with an allegation that your use of the System infringes or misappropriates the intellectual property rights of any third party.听 Notwithstanding the foregoing, we will have no defense or indemnity obligation for Claims arising from (1) your use of the System not in compliance with this agreement, any User Manual or our reasonable instructions; (2) modification to any portion of the System not approved in writing or performed by us or our agents (3) any use of the System in combination with other products, equipment, software or data not supplied by us; or (4) your failure or unwillingness to implement an Update.听 If any part of the System becomes, or is likely to become, the subject of a Claim, then, in addition to defending the Claim and paying any damages as required in this section 23(b), we may replace or modify the System, providing at least the functionalities specified in this agreement, to make the System non-infringing or misappropriating; or procure for you the right to continue using the System.听 If we determine that neither of the foregoing is feasible or otherwise reasonable, we shall have the right to immediately terminate this agreement and refund to you the prorated portion of any Fees paid thereunder.听听听 The remedies set forth in this section 23(b) will be your sole remedy, and our sole liability, for any Claim.

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听听听听听听听听听听听听(c)听听听听听听听听听听听听 A party (the 鈥�Indemnified Party鈥�) seeking indemnification or defense shall give prompt notice to the other party (the 鈥�Indemnifying Party鈥�) upon learning of any Claim.听 If the Indemnified Party does not promptly notify the Indemnifying Party of the Claim, the Indemnifying Party will be relieved of its indemnification and defense obligations with respect to the Claim to the extent the Indemnifying Party was prejudiced by that failure.听 The Indemnified Party shall allow the Indemnifying Party to control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the Indemnifying Party.听 After the Indemnifying Party assumes the defense of the indemnified Claim, the Indemnified Party will bear the expenses of any additional counsel retained by the Indemnified Party, and the Indemnifying Party will not be liable to such party under this agreement for any legal or other expenses subsequently incurred by such party.听 The Indemnifying Party shall use counsel reasonably experienced in the subject matter at issue and shall only settle a Claim without the written consent of the Indemnified Party if the settlement (1) does not entail any admission on the part of the Indemnified Party that it violated any law or infringed the rights of any person; (2) has no effect on any other claim against the Indemnified Party; (3) provides as the claimant鈥檚 sole relief monetary damages that are paid in full by the Indemnifying Party; and (4) requires that the claimant releases the Indemnified Party from all liability alleged in the Claim.

25. FORCE MAJEURE. Neither party shall be responsible for delays or failures in performance (other than payment obligations) resulting from acts or circumstances beyond the control of such party, including without limitation acts of God, strikes or other labor disputes, riots, acts of war, malfunction of portions of the Internet or another third-party network, governmental regulations promulgated after the effective date of this Agreement, communication line, power or equipment failures, fires or other disasters, and acts of third-parties, including hackers (each a 鈥�Force Majeure Event鈥�); provided that such party uses commercially reasonable efforts to, as soon as reasonably practicable, mitigate and correct such failure or delay in performance.

26.听EXPORT COMPLIANCE. The System and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, import or otherwise access the System from foreign countries, as may be required.听

27. GOVERNING LAW & ARBITRATION.听PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. To the fullest extent permitted by law, this Agreement, and any claim, dispute, action, cause of action, issue, or request for relief relating to this agreement, the System or the MyInsights Data, will be (a) governed by the laws of Delaware, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction; and (b) will be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (鈥淎AA鈥�), rather than in court (except that you may assert claims in small claims court if your claims qualify, and you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights). The Federal Arbitration Act and federal arbitration law apply to the enforcement of this agreement to arbitrate. TO THE FULLEST EXTENT PERMITTED BY LAW WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. This arbitration provision does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.听 If for any reason a claim proceeds in court (other than small claims court) rather than in arbitration we each waive any right to a jury trial and irrevocably consent to the exclusive jurisdiction of the courts located in Indiana in connection with any such action.

28.听ASSIGNMENT.听In connection with your authorized sale or transfer of one of your Vehicles you will be deemed to have assigned this agreement in part with respect to the specific Hardware installed in the transferred Vehicle (and related Software), and you agree to notify any new owner of the Vehicle of the existence and terms of this agreement and its applicability to the transferee. Upon such transfer you shall no longer have any rights to use the System with respect to that Vehicle. Except for the foregoing, neither the rights nor the obligations arising under this agreement are assignable by you, and any such attempted assignment shall be void and without effect. We may assign, delegate or transfer its rights and obligations under this agreement to another party that has the appropriate means for fulfilling such rights or obligations without prior written notice to, or consent of, you. Subject to the foregoing, this agreement shall bind each party and its permitted successors and assigns.

29. NOTICES.听Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person or by courier, transmitted via e-mail, or mailed by certified mail (postage prepaid, return receipt requested), and addressed (a) to us at 5559 Inwood Drive, Columbus, IN 47201, Attn: General Counsel; or (b) to you using the contact information that you have supplied to us in connection with your Account or use of the System. In addition, we may provide notice to you electronically via the System or by posting the notice on our website at /myinsights.听 Please check our website periodically for notices.

30.听FOR U.S. GOVERNMENT END USERS. Software, including Product Software, is a 鈥渃ommercial item,鈥� as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is 鈥渃ommercial computer software鈥� and 鈥渃ommercial computer software documentation,鈥� as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Software is provided to U.S. Government End Users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the terms and conditions herein.

31.听CANADA-SPECIFIC TERMS.听The terms of this section 31 only apply for the procurement and use of the System within Canada.听

听

听听听听听听听听听听听听(a)听听听听听听听听听听听听 You acknowledge that we, our processors and subprocessors transfer and store MyInsights Data, including any Personal Information contained therein, in the United States. You acknowledge and consent that we may transfer and store MyInsights Data outside Canada.

听

听听听听听听听听听听听听(b)听听听听听听听听听听听听 The parties confirm that it is their express wish that this agreement, as well as any other documents relating to this agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux pr茅sentes confirment leur volont茅 expresse que cette convention, de m锚me que tous les documents s鈥檡 rattachant, y compris tous avis, annexes et autorisations, soient r茅dig茅s en langue anglaise seulement.

32. SEVERABILITY AND WAIVER.听If a dispute between the parties arises out of this agreement or the subject matter herein, the parties desire that the court interpret this agreement as follows: (a) with respect to any provision that the court holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable or, if that modification is not permitted by law, by disregarding that provision; and (b) if an unenforceable provision is modified or disregarded in accordance with this section, by holding that the rest of the agreement will remain in effect as written; and (c) if modifying or disregarding the unenforceable provision would result in a failure of an essential purpose of this agreement, by holding the entire agreement unenforceable.听 Any waiver or failure by us to enforce any provision of this agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

33. GENERAL.听The parties are independent contractors. This agreement shall not cause the parties to be principal and agent, partners, joint venturers, or employer and employee. This agreement and its incorporated documents constitutes the entire, full and complete agreement between the parties concerning the subject matter of this agreement and supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties, and this agreement prevails over any conflicting or additional terms of any quote, order, purchase order, acknowledgment, or other communication between the parties relating to its subject matter.听