Unless otherwise stated on an Evaluation Agreement Order Form (defined below) the Product evaluation, including any installation services provided by Platform Science in connection therewith (the “Services”), shall be free of charge to the Customer provided the Customer adheres to the terms and conditions of this Evaluation Agreement.

The “Evaluation Agreement Order Form” is an order form executed by the Parties and identifies the Product which may consist of product, and/or service provided by Platform Science (the “PS Product”), as well as and third-party product(s) (“Third-Party Product”) within the scope of this Evaluation Agreement, including, but not limited to, a listing of applications to be made available to Customer during the Evaluation Period (defined below).

Platform Science may revise and update this Evaluation Agreement from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Product thereafter. Your continued use of the Product following the posting of a revised Agreement means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Customer hereby accepts the end user license agreement for Platform Science-branded applications which are available at EULA (or such other URL as specified by Platform Science), as may be updated by Platform Science from time to time. Customer’s utilization of a  Third-Party Product shall be  subject to the applicable end user license agreement(s) (a “3rd Party EULA”) shall be set forth in the Evaluation Agreement Order Form, with usage of such third-party applications by Customer constituting acceptance of such 3rd Party EULA. 

The duration of time that Customer will be permitted to evaluate the PS Product and/or Third-Party Product (the “Evaluation Period”) shall be stated in the Evaluation Agreement Order Form. Any change to the Evaluation Period must be by written agreement of the Parties via an updated Evaluation Agreement Order Form. Notwithstanding the foregoing, Platform Science reserves the right to terminate the Evaluation Period at any time in its sole discretion.

At the conclusion of the Evaluation Period, Customer shall immediately cease use of PS Product and/or Third-Party Product, eliminate access to the PS Product and/or Third-Party Product by any user, decommission the PS Product and/or Third-Party Product from Customer systems and, if requested, return, at its cost, all hardware components to Platform Science.

Customer Data. The PS Product will generate data regarding the positioning and tracking of monitored vehicles and will collect Personal Data (defined below) of individuals who access the PS Product, in each case that can reasonably be identified to Customer (collectively, “Customer Data”). Customer retains all right, title and interest in and to all Customer Data that may be received, stored or transmitted by Platform Science for or on behalf of Customer in connection with the PS Product provided under this Evaluation Agreement. Platform Science acknowledges and agrees that such Customer Data is and shall remain the sole property of Customer. As used herein, “Personal Data” means information relating to an identified or identifiable natural person.

License to Customer Data. Subject to the terms of this Evaluation Agreement, Customer grants Platform Science a limited, royalty-free and fully paid up, non-exclusive, non-transferable, non-sublicensable, worldwide license to store and process the Customer Data generated by Customer’s use of the PS Product or any component thereof, as necessary for Platform Science to perform its obligations or exercise its rights under this Evaluation Agreement, both during the Evaluation Period Term and for any period after that is either required by applicable law or appropriate for archiving purposes.  Customer hereby represents and warrants to Platform Science that Customer has and shall maintain in effect all necessary consents from its user so that Platform Science (and its authorized vendors and application, extension or other service providers) may use, collect and process Customer Data, solely to provide the PS Product to Customer contemplated by this Evaluation Agreement and otherwise exercise its rights as expressly provided by this Evaluation Agreement. Using commercially reasonable efforts, Platform Science will endeavor to notify Customer of any data retention request received from a third-party regarding Customer Data.Employees of Platform Science or its subcontractors may be provided access to the Customer Data only to the extent that such employees and/or subcontractors need to have such access for the provision of Customer’s use of the PS Product. The current list of subcontractors utilized by Platform Science can be found at Platform Science subprocessors and Virtual Vehicle subprocessors (or such other URLs as specified by Platform Science) (collectively, the “Sub-Processors”) and Customer may sign up to receive updates to the list of Sub-Processors utilized. Platform Science acknowledges and agrees it is liable to Customer for the Sub-Processors performance of its agreement obligations. Customer acknowledges and agrees that Platform Science’s Sub-Processors may further engage vendors. For the avoidance of doubt, the providers of Third-Party Products are not Sub-Processors. 

Product Data. Customer acknowledges and agrees that Platform Science may collect, analyze and utilize Anonymous Data (defined below) generated from Customer’s use of the PS Product, for internal purposes including research, benchmarking, and developing enhancements to the PS Product and/or other Platform Science products or services. The term “Anonymous Data” means data collected by or for Platform Science which has been de-identified, and/or which has been aggregated with other third-party data, in both cases such that the data cannot identify the Customer, or its users, or the customers of Customer.

California Specific Terms. If Platform Science’s processing of Customer Data is subject to the California Consumer Privacy Act (“CCPA”) or the California Privacy Rights Act (“CPRA”), this Section 10 shall apply. Customer is a “Business” of such Customer Data and Platform Science is a “Service Provider” of such Customer Data under the CCPA or the CPRA. Customer discloses or otherwise makes available Customer Data to Platform Science for the limited and specific purpose of Platform Science providing the contracted services to Customer in accordance with the Evaluation Agreement. Platform Science shall: (i) comply with its applicable obligations under the CPRA; (ii) provide the same level of protection as required under the CPRA; (iii) notify Customer if it can no longer meet its obligations under the CPRA; (iv) not “sell” or “share” (as such terms are defined by the CCPA or the CPRA) Customer Data; (v) not retain, use, or disclose Customer Data for any purpose (including any commercial purpose) other than to provide the contracted services under the Evaluation Agreement or as otherwise permitted under the CPRA; (vi) not retain, use, or disclose Customer Data outside of the direct business relationship between Customer and Platform Science; and (vii) unless otherwise permitted by the CPRA, not combine Customer Data with Personal Data that Platform Science (a) receives from, or on behalf of, another person or (b) collects from its own, independent consumer interaction. Customer may: (1) take reasonable and appropriate steps agreed upon by the Parties to help ensure that Platform Science processes Customer Data in a manner consistent with Customer’s CPRA obligations; and (2) upon notice, take reasonable and appropriate steps agreed upon by the parties to stop and remediate unauthorized processing of Customer Data by Platform Science. Upon Customer’s request, Platform Science shall provide Customer with reasonable assistance in an effort to enable Customer  to comply with consumer requests made pursuant to the CCPA or the CPRA. If a CCPA or CPRA consumer request which expressly references Customer is made directly to Platform Science, Platform Science will attempt to redirect the consumer to make its request directly to Customer and Customer will be responsible for responding to any such request.

Limited License and Restrictions. Subject to Customer’s compliance with the terms and conditions of this Evaluation Agreement, Platform Science hereby grants to Customer, a limited, royalty-free, non-exclusive, non-transferable, revocable, non-commercial license under Platform Science’s copyrights and trade secrets, to use the Platform Science-proprietary software contained in the hardware solely to evaluate the PS Product during the Evaluation Period for prospective purchase by Customer. Except to the extent expressly set forth in the immediately foregoing limited license, no Platform Science intellectual property rights are granted by Platform Science under or as a result of this Evaluation Agreement, whether expressly, implicitly, by operation of law or otherwise). Customer shall not, and shall not allow any third party, including employees and contractors: (a) decompile, disassemble, or otherwise reverse engineer the PS Product or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the PS Product by any means whatsoever; (b) distribute, sell, sublicense, share, rent, lease or use the PS Product or documentation for time sharing, hosting, service provider or like purposes; (c) remove any product identification, proprietary, copyright or other notices contained in the PS Product and documentation; (d) modify, adapt, create a derivative work of, merge or translate any part of the PS Product or documentation, or incorporate the PS Product or documentation into or with other software or service; (e) publicly disseminate information or analysis of PS Product use, features, functionality or performance (including without limitation comparisons with third party products or technology) to any source; (f) utilize any equipment, device, software, or other means designed to circumvent or remove any form of license key or copy protection used in connection with the PS Product; (g) use the PS Product or documentation as a component of, as a base for, or to develop a product which is competitive with any products and services offered by Platform Science.

Ownership; Intellectual Property Rights. Customer acknowledges that, as between the Parties, Platform Science and/or its licensors solely and exclusively owns all copyrights, trademarks, patents, trade secrets and/or all other intellectual property rights (“IP Rights”) in and to the PS Product and Services, including without limitation all software, hardware and documentation. Customer acknowledges and agrees that any information provided by or on behalf of Customer to Platform Science in the form of feedback, comments, suggestions, ideas, or other communications that could be used to improve or modify the PS Product or Services or any component thereof (“Feedback”) shall belong exclusively to Platform Science and Platform Science shall be free, without any obligation whatsoever, including without limitation the payment of any royalty or other amount, to develop, cite, adopt, take action to protect related intellectual property rights, commercialize, and market the ideas or content contained in such Feedback.

Confidentiality. Customer acknowledges and agreed that Platform Science may share or Customer may otherwise   obtain proprietary and confidential information relating to the PS Product or Services, including without limitation,   documentation, systems, technologies, know-how, ideas, algorithms, testing procedures, structure, interfaces,   specifications, documentation, bugs, problem reports, analysis and performance information, and other technical,   roadmap, business plans, marketing strategies and data, whether or not marked as confidential (“Confidential   Information”). Customer shall not disclose Confidential Information to any third party without the written consent of   Platform Science or use Confidential Information for any purpose other than PS Product evaluation for prospective   purchase pursuant and subject to the terms and conditions of this Evaluation Agreement.

Support & Maintenance. Platform Science is not obligated to provide any support or maintenance for the PS   Product and/or Third-Party Product during the Evaluation Period.

Disclaimer of Warranties. THE PS PRODUCT AND/OR THIRD-PARTY PRODUCT (AND ALL COMPONENTS THEREOF) AND ALL SERVICES ARE ALL PROVIDED ON A STRICT “AS IS” BASIS, AND PLATFORM SCIENCE MAKES NO, AND HEREBY DISCLAIMS ALL, WARRANTIES (WHETHER EXPRESS, IMPLIED OR STATUTORY) TO ANY PERSON OR ENTITY IN CONNECTION WITH, ARISING OUT OF OR RELATED TO THIS EVALUATION AGREEMENT, THE PS PRODUCT AND/OR THIRD-PARTY PRODUCT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE PS PRODUCT’S AND/OR THIRD-PARTY PRODUCT’S FUNCTIONS WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE CUSTOMER’S USE OF THE PS PRODUCT AND/OR THIRD-PARTY PRODUCT IS SOLELY WITH CUSTOMER.

Liability Exclusions and Limitations.  IN NO EVENT SHALL PLATFORM SCIENCE BE LIABLE UNDER ANY FORM OF ACTION, INCLUDING, WITHOUT LIMITATION, UNDER CONTRACT, TORT, STRICT LIABILITY, INDEMNIFICATION OR OTHER LEGAL OR EQUITABLE THEORY, FOR (I) ANY INDIRECT OR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF USE, LOSS OR ALTERATION OF DATA, OR INTERRUPTION OF BUSINESS), OR FOR LEGAL FEES, ARISING OUT OF THE USE OF THE PS PRODUCT AND/OR THIRD-PARTY PRODUCT OR DOCUMENTATION OR THE SERVICES (OR THE CUSTOMER APPLICATION), OR (II) FOR ANY OTHER DAMAGES IN EXCESS OF FIFTY U.S. DOLLARS (USD $50), EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THE LIMITATIONS OF THIS SECTION ARE ESSENTIAL AND THAT PLATFORM SCIENCE WOULD NOT PERMIT CUSTOMER TO USE THE PS PRODUCT AND/OR THIRD-PARTY PRODUCT ABSENT THE TERMS OF THIS SECTION.  THIS SECTION SHALL SURVIVE AND APPLY EVEN IF THE PS PRODUCT AND/OR THIRD-PARTY PRODUCT SHALL BE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Non-Assignment. Customer may not assign this Evaluation Agreement or delegate any duties hereunder without the prior written consent of Platform Science in its sole discretion.

Severability. If any provision of this Evaluation Agreement shall be found by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that the Evaluation Agreement shall otherwise remain in effect.

Survival of Obligations.  Upon the expiration or termination of the Evaluation Period, this Evaluation Agreement shall terminate; provided, the Parties agree that their respective obligations and duties under Sections 3, 6, and 7 through 21 shall survive any expiration or termination of the Evaluation Agreement.

Governing Law; Jurisdiction.  This Evaluation Agreement shall be governed in all respects by the laws of the State of California, United States of America, without giving effect to its internal conflict of law provisions. Any dispute, claim or controversy arising from or relating to this Evaluation Agreement, or the breach or validity thereof, will be adjudicated only by a court of competent jurisdiction in the County of San Diego, State of California, and the Parties hereby expressly consent to the personal jurisdiction of such courts and waive any objections to such exclusive jurisdiction and venue.

Entire Agreement.  The Parties agree that this Evaluation Agreement, including any referenced URL’s, is the complete agreement between the Parties concerning the subject matter of this Evaluation Agreement and replaces any prior or contemporaneous oral or written communications between the Parties.