Terms & Conditions
Geotab Intelligent Transportation Systems Platform and Aggregated Data Access Terms
(a) “Derived Data” means any derivative datasets, models or data points produced using the Geotab Aggregated Data, including artificial intelligence (AI) models.
(b) “Geotab Aggregated Data” means the deidentified data aggregated, selected and/or arranged by Geotab and made available to you by Geotab directly or through a third party, as described in an Order Form between you and Geotab or the seller from which you licensed access to Geotab Aggregated Data (the “Reseller”), which description may be updated from time to time by mutual written agreement of the parties to that Order Form.
(c) “Ordering Document” means the quote or proposal issued by Geotab or its Reseller, a statement of work or any other document issued by Geotab or its Reseller describing the Geotab Aggregated Data and the purposes for which Geotab is providing it to you.
(d) “End User” means if you use Geotab Aggregated Data or Derived Data for your own benefit, or a third party if you use the Geotab Aggregated Data or Derived Data to provide insights or services to that third party.
2. License Grant
(a) Geotab grants you a personal, limited, non-assignable, non-transferable, non-sublicensable, non-exclusive, revocable license (“License”) to use the Geotab Aggregated Data for the purposes described in the Ordering Document on the condition and so long as you comply with all terms and conditions of these Access Terms.
(b) Geotab may withdraw the License by providing notice to you either directly or through the Reseller at any time if in our discretion you are in violation of these Access Terms.
(c) If the License is withdrawn, you must stop using the Geotab Aggregated Data and destroy any Geotab Aggregated Data in your possession.
(d) In the event of a conflict between these Access Terms and the Ordering Document, the terms of the Ordering Document will supersede the terms of these Access Terms to the extent of the conflict.
3. Your Obligations
(a) You will comply with all applicable laws and will use the Geotab Aggregated Data only in accordance with the Access Terms and only for the purposes described in the Ordering Document.
(b) You will use Geotab Aggregated Data and Derived Data or provide it to End Users only for the following purposes:
i. To benchmark your own fleet operations to optimize safety and efficiency;
ii. To enable organizations that operate fleets to benchmark themselves (i.e. by geography, by industry, etc.);
iii. To provide insight to organizations that operate fleets for safe and efficient fleet operations;
iv. To enable insight into commercial mobility trends for the purposes of economic insight or policy planning;
v. To provide insight to government for safe and efficient city operations, provided that such insight is not used for traffic enforcement purposes; or
vi. Any other purpose that we approve beforehand in writing.
(c) You will not use the Geotab Aggregated Data and Derived Data in a way that harms or may lead to unfair discrimination against users of Geotab products and services, natural persons or society.
(d) You must promptly report to Geotab any errors in the Geotab Aggregated Data that you or your End Users discover.
(e) You must maintain reasonable security controls to prevent unauthorized access to the Geotab Aggregated Data.
(f) You must not and must not allow any third parties to attempt to re-associate the Geotab Aggregated Data with individuals or other entities or otherwise attempt to discern the identity of any individuals or other entities whose data may be included in the Geotab Aggregated Data either alone or by combining the Geotab Aggregated Data with other sources of information.
(g) You must not and must not allow any third parties to misrepresent the content of the Geotab Aggregated Data or create Derived Data that is fraudulent in nature.
(h) If you share the Geotab Aggregated Data or Derived Data with subcontractors, affiliates, consultants or other third parties (collectively “Subcontractors”), you agree to impose contractual terms on them no less restrictive than these Access Terms and take full responsibility for ensuring that your Subcontractors abide by these Access Terms.
(i) If you share the Geotab Aggregated Data or Derived Data that substantially replicates Geotab Aggregated Data with End Users, you must enter into a written agreement with the End User and ensure that these Access Terms are materially replicated in your agreement with the End User.
(j) You must have Geotab’s written consent before any disclosure to third parties, in any form of presentation, of the Aggregated Data or Derived Data that attributes and/or identifies a relationship with Geotab.
4. Disclaimer of warranties, indemnification and limitation of liability
(a) The Geotab ITS platform and the geotab aggregated data is made available “as is,” “where is” and “with all faults.”
(b) Except as expressly provided herein, no warranties, conditions or representations of any kind or character, express or implied, including any warranty or condition of accuracy, completeness, materiality, ongoing availability, price, quality, merchantability or fitness for a particular purpose or condition, are given by geotab and we hereby disclaim all warranties and conditions, express or implied, including, without limitation, any implied warranty of accuracy, completeness, materiality, ongoing availability, merchantability, fitness for a particular purpose or condition or conformity to samples.
(c) Unless prohibited by applicable law, you shall indemnify and hold harmless Geotab and its affiliates, successors or assigns, and their respective directors, officers, shareholders, employees, agents and representatives (each an “indemnified party”), from and against any and all damages, liabilities, costs, losses and expenses (including reasonable legal costs and fees) arising from or related to any claim, demand, complaint or action by a third party arising out of or incident to your actions or failure to act under or related to this agreement including your use of the Geotab its platform or Geotab aggregated data.
(d) Geotab’s total, aggregate liability to you under these Access Terms for any and all reasons will not exceed the amount received by Geotab for your access to the Geotab ITS Platform in the twelve months preceding the claim that gave rise to the liability.
5. All Rights Retained
Geotab retains all rights in the Geotab ITS Platformand the Geotab Aggregated Data, including for example, ownership rights, copyrights, trade secrets and patent rights.
Geotab may make changes to these Access Terms at any time by providing notice to you either directly or through the Reseller. Your continued use of the Geotab Aggregated Data after Geotab notifies you of the change to these Access Terms constitutes your agreement to be bound by the terms, as amended.
Either party may terminate these Access Terms on fifteen (15) days written notice to the other party. In the event of termination, you must cease all use of the Geotab Aggregated Data and delete all Geotab Aggregated Data in your possession or control, and, on our written request, you will sign a written affidavit declaring that you have deleted all Geotab Aggregated Data in your possession or control. If we suspect, in our reasonable opinion, that you have violated these Access Terms, we reserve the right to immediately terminate or suspend your access to the Geotab ITS Platform and/or Geotab Aggregated Data and will contact you to advise of this decision. Any provision in these Access Terms that contemplates performance or observance subsequent to any termination of these Access Terms will survive any termination or expiration of these Terms and continue in full force and effect.
(a) These Access Terms constitute the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and conduct, whether written or oral.
(b) These Access Terms shall be governed by and interpreted under the laws of the Province of Ontario without reference to its conflicts of laws provisions and the parties consent to the exclusive jurisdiction of the courts of the Province of Ontario for all disputes arising out of these Access Terms. Notwithstanding the foregoing, Geotab may institute an action for equitable relief in any court of competent jurisdiction.
(c) If any part of these Access Terms is found to be invalid or unenforceable, it shall not affect the remaining parts, which will remain in full force and effect.
(d) These Access Terms cannot be assigned or transferred by you without our prior written consent. We may assign our rights and delegate our obligations under these Access Terms to any other person at our sole discretion, with or without notice to you. Any purported assignment, delegation or transfer of any part of these Access Terms that contravenes this provision shall be null, void and of no effect. These Access Terms bind the parties to them, their heirs, successors, legal representatives and permitted assigns.
(e) Any expression in these Access Terms that denotes the singular includes the plural and vice versa.