Navigation Service Agreement

The Customer agrees to enter into this Navigation Service Agreement (hereinafter referred to as this Agreement) with Volvo Group North America, LLC (referred to in this Agreement as VOLVO TRUCKS).

1. Object of this Agreement

• Subject to the terms and conditions of this Agreement and in consideration of the payment by the Customer of the applicable price and any other applicable charges for use of the Service (defined below), VOLVO TRUCKS shall provide the service ‘Navigation’ (the Service) for the eligible vehicle(s) designated by the Customer (the Vehicle).
• The Service provides navigational guidance to drivers of the Vehicle.
• VOLVO TRUCKS may make any change to the provision of the Service which is required to conform to any applicable safety, statutory or regulatory requirement or added functionality, or which does not materially affect the quality or performance of the Services.
• VOLVO TRUCKS may from time to time offer various levels of the Service or various Service features at varying price points. VOLVO TRUCKS also may provide a base version of the Service at no charge. In such case, VOLVO TRUCKS may, in its sole discretion, institute a charge for such base Service or cease offering such base Service.
• Customer may interact with a VOLVO TRUCKS independent authorized dealer in relation to the purchase of the Service.

2. Price for the Service

• The Customer shall pay the applicable price for the Service on a case-by-case basis.
• All payments to be made by the Customer under this Agreement will be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.
• The price for the Services will be as set by VOLVO TRUCKS from time to time, less any discount agreed between the Customer and VOLVO TRUCKS on a case-by-case basis.
• In addition to the price for the Services, the Customer shall pay the price for any upgrades of software and/or hardware that are required for the functioning of the Services, including but not limited to telecommunication equipment.
• If any sum payable under this Agreement is not paid when due then, without prejudice to VOLVO TRUCKS’s other rights under this Agreement, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at a rate that is equal to the Wall Street Journal prime rate.

3. Specific conditions for pre-paid or complimentary subscriptions

• If Customer pre-pays for a fixed period, or if VOLVO TRUCKS opts to provide the Services for a fixed period at no charge, the following conditions apply:
  1. During the subscription period, subscription charges will not be invoiced for the Vehicle to the Customer.
  2. Charges related to the Service or usage other than covered by the subscription (e.g. additional Services), will be charged and invoiced to the Customer.
  3. During the subscription period, no refunds will be made if the Customer discontinues any of the Services.
  4. When the subscription period has expired, part or all of the Service will automatically terminate.
  5. The above shall however not affect VOLVO TRUCKS’s obligation to pay a refund pursuant to Article 6.6(iii) below.

4. Information Systems

• The Customer is aware that the Vehicle is equipped with one or more systems which may gather and store information about the Vehicle (the “Information Systems”), including but not limited to information relating to vehicle condition and performance and information relating to the operation of the vehicle (together, the “Vehicle Data”). The Customer agrees not to interfere with the operation of the Information System in any way.
• Notwithstanding any termination or expiry of this Agreement, the Customer acknowledges and agrees that VOLVO TRUCKS may: (i) access the Information Systems at any time (including remote access); (ii) gather the Vehicle Data; (iii) store the Vehicle Data on Volvo Group systems; (iv) use the Vehicle Data in order to provide services to the Customer, as well as for its own internal and other reasonable business purposes; and (v) share the Vehicle Data within the Volvo Group and with selected third parties.
• The Customer shall ensure that any driver or any other individual authorized by the Customer to operate the Vehicle: (i) is aware that personal information relating to them may be gathered, stored, used, shared or otherwise processed by VOLVO TRUCKS; and (ii) is referred to or provided with a copy of VOLVO TRUCK’s privacy notice (available at https://www.volvotrucks.us/public-privacy-policy/)
• The Customer agrees to notify VOLVO TRUCKS in writing if it sells or otherwise transfers ownership of the Vehicle to a third party.

5. Telematics Agreement

• The Customer acknowledges and agrees that the Telematics Subscription Agreement available at the following web site: (https://www.volvotrucks.us/telematics-subscription-agreement/) is an integral part of this Agreement, and agrees that the terms of that agreement apply to VOLVO TRUCKS’ provision of the Service under this Agreement.

6. Term and Termination

• The term of this Agreement commences on the earlier of (i) acceptance by the Customer, or (ii) Customer’s use of the Service.
• The Agreement will continue in force until it expires or is terminated pursuant to its term.
• The Agreement shall automatically terminate if the Customer transfers the ownership of the Vehicle to a third party.
• VOLVO TRUCKS may terminate this Agreement with immediate effect if the Customer is in material breach of this Agreement or enters into insolvency, bankruptcy, any arrangement with its creditors or any other arrangement or situation which has a like effect, or VOLVO TRUCKS may terminate this Agreement at any time, for any or no reason, by providing at least six months’ notice.
• Failure by the Customer to pay any sum due under this Agreement is a material breach that entitles VOLVO TRUCKS to terminate all or part of the Service and/or this Agreement with immediate effect.
• If this Agreement expires or is terminated, the following shall apply after the date of expiry or termination:
  1. The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liability of either the Customer or VOLVO TRUCKS that accrued prior to termination. The terms of this Agreement that expressly or impliedly are capable of having effect after termination or expiration will continue in force notwithstanding termination or expiration;
  2. Upon termination of the Agreement for whatever reason the Customer shall not be entitled to a refund of any sums paid under this Agreement and the Customer shall forthwith pay VOLVO TRUCKS any sums accrued due under this Agreement;
  3. VOLVO TRUCKS shall, however, compensate the Customer in case of a pre-paid Agreement for a fixed period of time if VOLVO TRUCKS materially reduces the scope of the Services during that period of time. The compensation shall in such case be in proportion to the reduced scope of the Services during the remaining period and shall exclude any other compensation to the Customer, such as costs, expenses, and damages for loss of business or lost profits.

7. General responsibilities and obligations of the Customer

• The Customer shall ensure that each employee or other person who operates the Vehicle, or uses the Services, complies with this Agreement and any instructions and recommendations set out on any Services terms of use and with any VOLVO TRUCKS user guidelines in respect of the Service.
• The Customer warrants that it owns or otherwise has the right of disposition of the Vehicle.
• The Service will only be provided by VOLVO TRUCKS in respect of the Vehicle if payment for the Service has been received by VOLVO TRUCKS in accordance with this Agreement and if the Customer has acquired all the equipment and software required for the use of the Services.
• The Customer shall secure that the Vehicle is equipped with the systems and hardware as may be required for the Services. In case of doubt, the authorized VOLVO TRUCKS dealer can provide the systems necessary.
• VOLVO TRUCKS makes no warranty as to the accuracy or completeness of map databases that may be contained in or be used jointly with the Service, route conditions or route usability. Due to road conditions, the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, some recommendations may not be accurate and may lead to incorrect results.
• The Service is not intended to replace information provided on the road, such as travel direction, time or lane restrictions, traffic light and signs, police instructions, etc. Customer shall obey all traffic regulations and drive vigilantly based on Customer’s own good judgment according to the road conditions. Customer shall always concentrate on driving by keeping eyes and mind on the road. Customer shall not set the Service while driving.

8. Indemnification and limitations of liability

• The following provisions of this Article reflect the scope of this Agreement and the price for the Service.
• The Customer agrees to defend, indemnify, and hold harmless VOLVO TRUCKS, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, from and against any demands, damages, losses, liability, claims, costs or expenses (including settlement costs and attorneys’ fees) incurred by VOLVO TRUCKS that result from or are related to claims arising from the Customer’s use of the Services, including but not limited to the Customer’s violation of this Agreement.
• UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL VOLVO BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SERVICES (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL VOLVO TRUCKS BE LIABLE FOR ANY DAMAGES EVEN IF VOLVO TRUCKS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM VOLVO TRUCKS’ GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.
• IN NO EVENT SHALL VOLVO TRUCKS’ LIABILITY EXCEED THE FEES PAID BY THE CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• The Services are provided on an “as is” and “as available” basis. VOLVO TRUCKS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MINIMUM STATUTORILY REQUIRED. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF VOLVO TRUCKS IS AUTHORIZED TO MAKE ANY MODIFICATIONS OR EXCEPTIONS TO THIS DISCLAIMER. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH THE CUSTOMER.

9. Force Majeure

• VOLVO TRUCKS will not be liable to the Customer for any failure or delay or for the consequences of any failure or delay in performance of the Service if such failure or delay is due to any event beyond the reasonable control of VOLVO TRUCKS including, without limitation, acts or inaction by third party service providers (including but not limited to mobile data network operators), acts of God, war, industrial disputes, protests, fire, tempest, explosion, an act of terrorism, and national emergencies and VOLVO TRUCKS will be entitled to a reasonable extension of time for performing such obligations.

10. Miscellaneous

• Appendix 1 contains the End-User License Agreement (EULA) from the third party provider of the Service. This EULA contains key terms in relation to the provision of the Service.
• Time for performance of all obligations of VOLVO TRUCKS is not of the essence.
• If any condition or part of the Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Agreement and will be ineffective, without, as far as is possible, modifying any other provision or part of the Agreement and this will not affect any other provisions of the Agreement which will remain in full force and effect.
• No failure or delay by VOLVO TRUCKS to exercise any right, power or remedy will operate as a waiver of it, nor will any partial exercise preclude any further exercise of the same, or of any other right, power or remedy.
• VOLVO TRUCKS may vary or amend the terms and conditions of this Agreement with ninety (90) days’ prior notice to the Customer.
• The Agreement is personal to the Customer who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Agreement without VOLVO TRUCKS’ prior written consent.
• The Agreement contains all the terms which VOLVO TRUCKS and the Customer have agreed in relation to the Services and supersedes any prior or contemporaneous written or oral agreements, representations or understandings between the parties relating to such Services.

11. Applicable law and dispute resolution

• This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
• Any dispute, controversy or claim arising between the parties, or a claim brought by a user of the Services against VOLVO TRUCKS, based on , or in connection with, this Agreement, shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, provided that nothing shall prevent VOLVO TRUCKS from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction or other interim equitable relief if necessary to protect VOLVO TRUCKS’ interests in its intellectual property or confidential information. Such injunctive relief may be without necessity of proving actual damages or posting of a bond. The arbitral proceedings shall be conducted in the English language and be held in Greensboro, North Carolina.
• All arbitral proceedings conducted, all information disclosed, and all documents submitted or issued by or on behalf of any of the disputing parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than such proceedings or the enforcement of any such decision or award, nor be disclosed to any third party without the prior written consent of the party to which the information relates, or as regards to a decision or award, the prior written consent of all disputing parties.
• Nothing in this Agreement shall limit the forum or law for VOLVO TRUCKS to litigate claims or defenses involving VOLVO TRUCKS’ intellectual property or confidential information.

APPENDIX 1

End-User License Agreement (“EULA”)

1. Introductory Provisions

• This EULA shall govern the relationship between:
  1. The Customer or a person legally authorized to use the Vehicle (hereinafter referred to as you or your); and
  2. VOLVO TRUCKS (as the sub-licensor of the Software), in relation to your use of the Navigation solution (hereinafter referred to as Software) and its particular features provided by Sygic a. s., with its registered seat at Twin City C, Mlynské Nivy 16, 821 09 Bratislava – mestská časť Ružinov, the Slovak Republic, registered in the Commercial Register of the District Court Bratislava I, section: Sa, File No. 4893/B, Identification No. 35 892 030 (hereinafter referred to as Sygic) pursuant to the Navigation Service Agreement between VOLVO TRUCKS and the Customer.
• This Agreement sets out the conditions under which you are entitled to use the Software installed in the device physically embedded and attached to the Vehicle.

2. Conclusion of this EULA

• You accept the terms of this EULA and express your consent to be bound by this EULA by purchasing the Service.
• If you do not agree with all terms of this EULA, you are not permitted to use the Software and you must notify VOLVO TRUCKS without undue delay. VOLVO TRUCKS will make unavailable or uninstall the Software from device embedded in the Vehicle.
• You are not allowed to use the Software and accept this EULA if (i) you are not of legal age required to validly conclude this EULA, or (ii) you are a person barred from using the Software under the applicable laws.
• This EULA is entered as of the Customer’s approval of the Navigation Service Agreement.

3. Use of Software

• In order to be able to use the Software, the Software shall be installed as dashboard navigation on a correctly configured device embedded in the Vehicle.
• You hereby acknowledge that the Software contains and will be used jointly with digital map databases. Terms and conditions of use of map databases can be found on the websites of the respective map provider. Terms of end user license agreements of the respective map provider form part of this EULA to the extent permitted by law governing this EULA.
• For some functionalities of the Software to work correctly, you may need to have wireless internet or data connection enabled on your device. The settings of the device on which you use the Software shall be your exclusive responsibility. You shall be solely responsible for the payment of any fees and expenses related thereto.
• You agree and acknowledge that you assume full, exclusive, and sole responsibility for the use of the Software. You further acknowledge that it is your responsibility to comply with all applicable laws while using the Software.

4. Grant of Sub-license

• All title and intellectual property rights in and to the Software including any of its parts (such as map databases) are owned and remain to be owned by Sygic or its suppliers.
• VOLVO TRUCKS obtained a license from Sygic to sub-license the Software to end users to the extent described in the next paragraph.
• VOLVO TRUCKS hereby grants you a (i) non-exclusive and non-transferable sub- license to use the Software for your personal use, subject to the conditions specified herein and unless this EULA stipulates otherwise, (ii) a sub-license to use the map database to the extent specified in the terms and conditions of the license agreement with the map provider and for the agreed period. After expiry of that period, you will no longer be entitled to obtain any future updates, unless you purchase additional access to map databases through VOLVO TRUCKS.
• You might be entitled to obtain future upgrades and updates of the Software. Nothing in this EULA, however, constitutes your legal claim to request any future upgrades and updates. If upgrades and updates are available, obtaining of such upgrades and updates may be subject to additional payments and/or the acceptance of additional or different terms and conditions. For the avoidance of doubts, the term Software used in this EULA shall include the updated and/or upgraded Software, unless stated otherwise.

5. Limitations of Sub-license

• Software may only be used as dashboard navigation on a device embedded in the Vehicle.
• You hereby undertake that the Vehicle shall be used only by legal owner or person authorized by legal owner.
• The Software and any of its parts (such as map databases) may serve for your personal and non-commercial use only. You may not sublicense, sell, resell, rent, lease, transfer, assign, time share, reproduce, duplicate, copy or otherwise commercially exploit or make the Software available to any third party, unless expressly permitted by this EULA.
• You may not copy, distribute, reverse engineer, create derived versions of the Software or derivative works based on the Software, analyze, decompile, disassemble a source code or seek to obtain a source code of the Software unless expressly permitted by applicable law.
• You may not use the Software in any unlawful manner or in any manner that interferes with or disrupts the integrity of the Software. You may not modify or adapt the Software, or otherwise attempt to gain unauthorized access to the Software.

6. Characteristics

• The characteristics of the Software depend on its features.
• VOLVO TRUCKS makes no warranty as to the accuracy or completeness of map databases that may be contained in or be used jointly with the Software, route conditions or route usability. Due to road conditions, the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, some recommendations may not be accurate and may lead to incorrect results.
• The Software is not intended to replace information provided on the road, such as travel direction, time or lane restrictions, traffic light and signs, police instructions, etc. Obey all traffic regulations and drive vigilantly based on your own good judgment according to the road conditions. Always concentrate on your driving by keeping your eyes and mind on the road. Do not distract yourself by setting the Software while driving.

7. Liability for Defects

• VOLVO TRUCKS shall bear no responsibility whatsoever for any inaccuracy, incompleteness or other defect of any map databases used together with the Software. Such liability shall be governed by the terms and conditions of the license agreements of the respective map providers.
• VOLVO TRUCKS shall not be liable in any manner whatsoever for inputs provided by you. Such inputs include but are not limited to: selection of destination, route, and avoidance of tolls. You are solely responsible for the correctness of such inputs.
• VOLVO TRUCKS does not warrant in particular (without limitation) that the Software or the provided results (i) will meet your requirements and (ii) will be uninterrupted, error-free or available at all times.
• VOLVO TRUCKS shall bear no responsibility for any non-performance of the Software which is out of its reasonable control due to, by way of example and not of limitation, insufficient GPS signal.
• You acknowledge that due to constant improvement of its software products, VOLVO TRUCKS may decide to cease to provide technical support with respect to a particular Software version, which may result in such version being no longer interoperable with other software in your device. In such case VOLVO TRUCKS shall inform you in advance and allow you to upgrade the Software. If you decide not to upgrade the Software to a newer version, VOLVO TRUCKS shall bear no responsibility whatsoever for the interoperability, defects, or malfunctions of the software (including Software) in your device.

8. Terms and Termination of EULA

• This EULA is effective from the moment specified in Section 2 and terminates upon the termination or expiration of the Navigation Service Agreement.
• You may terminate this EULA with immediate effect at any time by notifying VOLVO TRUCKS and allowing VOLVO TRUCKS to deactivate or uninstall the Software from device embedded in the Vehicle. Terminating this EULA will also terminate the Navigation Service Agreement.
• This EULA may be terminated by VOLVO TRUCKS with immediate effect if you substantially fail to comply with any provision of this EULA.
• If you substantially fail to comply with any provision of this EULA, VOLVO TRUCKS is entitled to immediately terminate your use of the Software.
• Upon termination of this EULA, you must cease all use of the Software and allow VOLVO TRUCKS to deactivate or uninstall the Software from device embedded in the Vehicle. The provisions of this EULA, which by their nature are intended to survive the termination, will remain in effect after termination of this EULA (e.g. provisions related to confidentiality, limitations of license, liability for defects and damage, governing law and jurisdiction).

9. Confidentiality

• At all times during the term of this EULA and thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for your benefit or any other individual or entity any confidential information of VOLVO TRUCKS, Sygic, or any of its third-party data providers. For the purposes of this EULA confidential information means any trade secrets or information whether written, digital, oral, or in other form which is unique or confidential to VOLVO TRUCKS, Sygic, or its third-party data providers.

10. Governing Law

• This EULA shall be governed and construed in accordance with the laws of the State of Delaware. The United Nations Convention for Contracts for the International Sale of Goods is explicitly excluded.

11. Miscellaneous

• If any provision of this EULA is held to be invalid, illegal, or unenforceable in any respect, that provision to the extent permitted by law shall be severed from this EULA and shall not affect the remaining provisions hereof, and the parties agree to substitute for such provision a valid provision which most closely approximates the intent and economic effect of such severed provision.
• You may not transfer the sub-license or assign the rights arising from this EULA to a third party without prior written consent of VOLVO TRUCKS.
• This EULA constitutes the entire agreement between VOLVO TRUCKS and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between VOLVO TRUCKS and you with respect to such subject matter.
• A failure or delay in enforcing any right or remedy under this EULA shall not constitute a waiver of such right or remedy or of any future exercise of such right or remedy.