Terms of Service

Axxon Master Terms of Service

These Master Terms of Service (the "Terms of Service") govern Customer's purchase, access to, and use of Axxon's GPS fleet tracking services and connected dashcam services, including associated cloud software, APIs, and connectivity (where applicable), as described in a Proposal.

These Terms of Service are intended for business customers only.

By accepting a Proposal that references these Terms of Service, Customer agrees to be bound by the Agreement and consequently these Terms of Service.

These Terms of Service include the following annexes, each of which forms an integral part of them:

• Annex A: Service Level Agreement (SLA)
• Annex B: Colombia Country Addendum

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1. DEFINITIONS

1.1 Activation. "Activation" occurs when a Device is installed and first successfully reports to the Platform. If a Device is not activated within the Grace Period, Axxon may deem it activated on the day immediately following the Grace Period for billing and minimum-term start purposes, unless the Proposal states otherwise.

1.2 Axxon. "Axxon" means the Axxon contracting entity identified in the applicable Proposal (the "Axxon Entity") and any of its affiliates that provide or support the Services on behalf of that Axxon Entity.

1.3 Affiliate. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests of an entity, or equivalent power to direct management.

1.4 Agreement. "Agreement" means, collectively: (a) the Proposal, (b) these Terms of Service, (c) any Country Addendum, (d) the SLA, (e) the DPA, and (f) any applicable Policies.

In the event of conflict between these documents, the following order of precedence applies:

1. the DPA, in respect of the processing of Personal Data;
2. the applicable Country Addendum;
3. the Proposal, in respect of Services, scope, quantities, pricing, term, and any other commercial term expressly negotiated between the parties;
4. these Terms of Service;
5. the SLA;
6. any applicable Policies.

Notwithstanding paragraph 1 above, a Proposal may vary a provision of the DPA where it does so expressly, identifies the DPA provision concerned, and is signed by both parties.

1.5 API. "API" means Axxon's application programming interfaces made available for the Services, including related endpoints, credentials, and documentation.

1.6 Authorized Users. "Authorized Users" means Customer's employees, contractors, and other personnel authorized by Customer to access and use the Services under Customer's account.

1.7 Country Addendum. "Country Addendum" means the country- or jurisdiction-specific addendum that applies to Customer based on the territory identified in the Proposal.

1.8 Customer. "Customer" means the entity identified as customer or client in the applicable Proposal.

1.9 Customer Data. "Customer Data" means data and content processed by the Services on Customer's behalf or collected from Customer's vehicles or devices through use of the Services, including location and telematics data, and dashcam video or audio, if enabled.

1.10 Device. "Device" means Axxon-branded or Axxon-approved hardware used with the Services, including GPS tracking devices, connected dashcam devices, and related accessories.

1.11 Documentation. "Documentation" means Axxon's then-current user guides, technical documentation, and API documentation for the Services.

1.12 DPA. "DPA" means the data processing agreement, together with any applicable addenda, governing processing of Personal Data by Axxon on behalf of Customer.

1.13 Fees. "Fees" means Subscription Fees and any other fees stated in the Proposal, including hardware, installation, add-ons, usage-based charges, and professional services if applicable.

1.14 Grace Period. "Grace Period" means fourteen (14) calendar days after delivery of Devices to Customer, during which Customer may install and activate Devices before billing starts, unless the Proposal states otherwise.

1.15 Platform. "Platform" means Axxon's cloud-based fleet management portal and related web or mobile applications through which Customer accesses the Services and Customer Data.

1.16 Policies. "Policies" means Axxon's then-current policies and notices referenced in or linked from the Agreement, including any privacy policy, security notice, or acceptable use policy if issued.

1.17 Proposal. "Proposal" means any proposal, or similar document executed by both parties that references these Terms of Service and sets out the Services, quantities, pricing, term, billing cadence, and other commercial details regarding the Services.

1.18 Services. "Services" means the GPS tracking service and/or connected dashcam service, together with the Platform, API access, connectivity where included, and support, as specified in the Proposal.

1.19 SLA. "SLA" means the service level agreement set out in Annex A, including availability targets, support standards, exclusions, maintenance windows, and any service credits.

1.20 Subscription Fees. "Subscription Fees" means the recurring fees payable for use of the Services, typically billed per Device and/or plan, as stated in the Proposal.

1.21 Usage Data. "Usage Data" means anonymized, aggregated, or de-identified data derived from operation of the Services, including product analytics, usage telemetry, and system performance data, that does not identify Customer or an individual.

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2. SERVICE DESCRIPTION

2.1 GPS Tracking Service. The GPS tracking service enables Customer to view vehicle location and related telematics in the Platform using GPS Devices installed in vehicles.

2.2 Connected Dashcam Service. The connected dashcam service enables Customer to capture and access video, audio if enabled, and related events through the Platform using dashcam Devices installed in vehicles.

2.3 Connectivity Options. For GPS Services, unless the Proposal expressly states otherwise, Axxon-provided SIM and data connectivity are included and required.

For dashcam Services, connectivity may be provided either through Axxon-provided connectivity or BYO-SIM / customer-provided connectivity, as specified in the Proposal. Where BYO-SIM applies, Customer is solely responsible for procurement, configuration, payment, performance, and legal compliance of that connectivity.

2.4 No Guaranteed Outcomes. The Services are operational tools only. They do not guarantee prevention of accidents, theft, losses, misconduct, regulatory violations, or any particular outcome.

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3. PLATFORM LICENSE

3.1 License Grant. Subject to Customer's compliance with the Agreement and payment of applicable Fees, Axxon grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable subscription term to access and use the Platform and Documentation solely for Customer's internal business purposes in connection with its own operations.

3.2 API Access. API access is provided as part of the Platform, subject to Documentation, technical limits, and these Terms of Service. Axxon may impose or modify reasonable rate limits, security requirements, and access controls to protect the Services.

3.3 Restrictions. Customer will not, and will not permit any third party to:

• copy, modify, or create derivative works of the Platform except as expressly permitted;
• reverse engineer, decompile, disassemble, or attempt to discover source code or underlying ideas;
• access the Platform to build or benchmark a competing product or service;
• circumvent security, authentication, or access controls; or
• use the Platform in a manner that materially interferes with or disrupts the Services.

3.4 Account Security. Customer is responsible for maintaining the confidentiality of usernames, passwords, API keys, and other credentials, and for all activities under its accounts. Customer will promptly notify Axxon of any suspected unauthorized access.

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4. HARDWARE TERMS

4.1 Inspection and Acceptance. Axxon tests Devices before shipment. Customer must inspect shipments promptly and notify Axxon within seven (7) calendar days of delivery of any missing items, incorrect quantities, or shipping damage. After that period, Devices are deemed accepted unless covered by a different applicable express warranty.

4.2 Installation Responsibility. Installation may be performed by Axxon where offered, by Axxon contractors, by Customer, or by a third party engaged by Customer.

Customer is solely responsible for proper installation, wiring, mounting, fuse selection, vehicle suitability, and ongoing installation integrity, except where installation is directly performed by Axxon. Axxon is not responsible for physical damage, malfunction, tampering, misuse, or installation-related vehicle issues caused by Customer or any third party.

4.3 Ownership and Title. Unless the Proposal expressly states that Devices are provided on loan, Devices are sold to Customer. Title to sold Devices passes to Customer upon full payment of the applicable hardware charges. Risk of loss passes upon delivery.

If the Proposal expressly states a Device is provided on loan, title remains with Axxon or its suppliers, and Customer must return such Device upon expiration or termination as required by the Proposal.

4.4 SIM Ownership and Use. Where Axxon provides SIMs, they remain the property of Axxon and/or its telecom partners and may be used only inside the relevant Devices for the Services.

Where BYO-SIM applies, Customer is solely responsible for SIM selection, configuration, carrier arrangements, billing, and compliance.

4.5 Firmware and Software Updates. Devices may require firmware or software updates for security, performance, compatibility, or service continuity. Customer authorizes Axxon to deploy such updates remotely where supported.

4.6 Limited Hardware Warranty. For dashcam Devices sold to Customer, Axxon warrants that the dashcam hardware will be free from defects in materials and workmanship under normal use for two (2) years from Activation, or if Activation cannot be determined, from the end of the Grace Period, unless the Proposal states otherwise.

For GPS Devices sold to Customer, Axxon provides the same two (2) year warranty period, unless the Proposal states otherwise.

Axxon's sole obligation and Customer's exclusive remedy under this warranty is, at Axxon's option, repair or replacement of the defective Device or component, or provision of a commercially reasonable equivalent.

This warranty does not apply to failures resulting from improper installation, wiring, mounting, physical damage, accidents, abuse, misuse, tampering, unauthorized modification, vehicle electrical issues, normal wear and tear, use outside Documentation, or non-compliant BYO-SIM setups.

4.7 No Other Hardware Warranties. Except for the express warranty in Section 4.6, Devices are provided "as is", and Axxon disclaims all other warranties to the maximum extent permitted by law.

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5. CUSTOMER RESPONSIBILITIES

Customer will:

• use the Services only for lawful purposes and in accordance with the Agreement and Documentation;
• ensure it has the necessary rights and permissions to install Devices in the relevant vehicles;
• provide all legally required notices and obtain all legally required consents and authorizations for GPS tracking, dashcam recording, audio recording if enabled, and employee or driver monitoring;
• maintain vehicles, power supply, and operating conditions necessary for Devices to function properly;
• ensure Authorized Users comply with the Agreement; and
• promptly notify Axxon of suspected unauthorized access, security incidents, or credential compromise.

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6. ACCEPTABLE USE

Customer will not, and will not permit any third party to:

• use the Services for unlawful surveillance or to track or record individuals without an appropriate legal basis or required notice or consent;
• introduce malware or harmful code, perform unauthorized vulnerability scanning, or attempt to bypass security controls;
• overload or disrupt the Platform, including through excessive API requests;
• resell, rent, lease, sublicense, or provide the Services to third parties except as expressly permitted in the Proposal; or
• remove or obscure proprietary notices, trademarks, or security features.

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7. FEES AND BILLING

7.1 Fees and Invoices. Customer will pay all Fees stated in the Proposal. Unless the Proposal states otherwise, Subscription Fees are billed quarterly in advance and payable net thirty (30) days from invoice date.

7.2 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, VAT, GST, withholding, and similar taxes, excluding taxes on Axxon's net income.

7.3 Late Payments. Overdue amounts accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower.

7.4 Disputed Charges. Customer must notify Axxon in writing of any good-faith invoice dispute within thirty (30) days of the invoice date and must pay all undisputed amounts by the due date.

7.5 No Refunds. Except as expressly stated in the Agreement, Fees are non-refundable once paid.

7.6 Wire Transfer Fees. Customer shall be responsible for all wire transfer fees, bank charges, intermediary bank fees, currency conversion costs and any similar charges associated with the payment of Fees. All payments shall be made free and clear of any deductions or offsets and in immediately available funds. Customer shall ensure that Axxon receives the full invoiced amount net of any such charges, and shall be responsible for any additional amounts required to achieve such result.

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8. TERM AND TERMINATION

8.1 Agreement Term. The Agreement begins on the effective date of the first Proposal and continues until all Proposals have expired or been terminated.

8.2 Default Minimum Term and Renewal. Unless the Proposal states otherwise, each Device subscription has a twenty-four (24) month minimum term. After the minimum term, subscriptions renew on a month-to-month basis unless either party gives at least thirty (30) days' written notice of non-renewal.

8.3 Activation and Grace Period. Activation occurs when a Device is installed and first successfully reports to the Platform. If a Device is not activated within the Grace Period, Axxon may deem it activated on the day immediately following the Grace Period for billing and minimum-term start purposes, unless the Proposal states otherwise.

8.4 Early Termination by Customer. If Customer terminates a Device subscription before the end of its minimum term for any reason other than Axxon's uncured material breach, Customer will pay an early termination charge equal to one hundred percent (100%) of the remaining Subscription Fees that would have been payable through the end of the minimum term, unless the Proposal expressly provides otherwise.

8.5 Termination for Cause

8.5.1 Axxon's Service Obligations and Remedy Escalation. Either party may terminate a Proposal, and/or the Agreement if no other Proposals remain active, for material breach as defined in this Section 8.5, subject to the notice and cure procedures set forth herein.

(a) Device Activation. Axxon's device activation obligations are conditioned on Customer Readiness, defined as the earlier of: (i) the date the Customer confirms in writing that installation has been completed or is ready to proceed, or (ii) fourteen (14) calendar days after the confirmed shipment delivery date. Axxon is not in breach of any activation obligation prior to Customer Readiness being established.

(b) SIM and Third-Party Connectivity. Device connectivity depends in part on third-party mobile network infrastructure outside Axxon's control. Axxon does not warrant uninterrupted SIM or network connectivity. Upon Customer notification of a connectivity failure, Axxon shall diagnose and communicate the cause within two (2) business days and use commercially reasonable efforts to coordinate resolution with the relevant provider. Connectivity failures attributable to third-party carriers or Customer-side infrastructure do not constitute a breach by Axxon and do not trigger any termination right under this Section.

(c) Defective Device Remedy. Upon written notice of a non-functional device, Axxon shall diagnose the issue within three (3) business days. If the defect is attributable to Axxon-supplied hardware or software, Axxon shall ship a replacement unit within five (5) business days of confirmation. If the replacement unit fails to function correctly following proper installation: and the failure is not attributable to Customer-side infrastructure, third-party connectivity, or non-compliance with Axxon's installation guidelines: the Customer may issue a formal breach notice under Section 8.5.2. No termination notice for device non-functionality may be issued before this remedy sequence is completed.

8.5.2 Cure-Period Material Breach. The following events constitute material breach subject to a thirty (30) calendar day written cure period. If the breach is not cured within thirty (30) calendar days of written notice specifying the breach in reasonable detail, the non-breaching party may terminate the applicable Proposal and, if no other Proposals remain active, the Agreement:

(a) Axxon's failure to ship a confirmed replacement unit within the timeframe in Section 8.5.1(c), where the original defect has been confirmed by Axxon;

(b) A replacement unit remains non-functional following proper installation and Axxon fails to provide a documented remediation plan within fifteen (15) calendar days of the Customer's written escalation notice;

(c) Platform downtime exceeding the 99.5% monthly uptime threshold defined in the SLA for two (2) consecutive calendar months, excluding downtime caused by Customer-side infrastructure, third-party connectivity, or scheduled maintenance communicated in advance. For the avoidance of doubt, outages, interruptions, delays or degradation caused by cellular carriers, telecommunications providers, internet service providers, satellite systems, GPS systems or other third-party infrastructure shall not be considered Platform downtime and shall not constitute a material breach by Axxon;

(d) Customer's failure to remit payment within thirty (30) calendar days of the due date in the applicable Proposal;

(e) Either party's material breach of its confidentiality obligations under this Agreement;

(f) Suspension for Non-Payment. Without prejudice to its right to terminate under this Section 8.5.2 upon expiration of the applicable cure period, Axxon may, upon five (5) business days' prior written notice to Customer, suspend the Service (in whole or in part) for so long as the payment default described in Section 8.5.2(d) remains uncured. Suspension under this subsection shall not constitute a breach by Axxon, shall not give rise to any termination right or service credit in favor of Customer, and shall not relieve Customer of its obligation to pay for Services rendered prior to, and accrued during, the period of suspension. Axxon shall reinstate the Service promptly upon Customer's cure of the payment default giving rise to the suspension.

8.5.3 Material Breach Without Cure Period. The following events entitle the non-breaching party to terminate immediately upon written notice:

(a) Either party's insolvency, voluntary or involuntary bankruptcy filing, appointment of a receiver, or general assignment for the benefit of creditors;

(b) A data breach or unauthorized disclosure of Customer Data caused by Axxon's gross negligence or willful misconduct;

(c) Axxon's complete failure to respond to Customer communications, defined as the absence of any substantive response across all designated support channels to at least two (2) formally submitted written support requests over a continuous period of ten (10) consecutive business days, provided that automated acknowledgments do not constitute a response for purposes of this subsection;

(d) Either party's inclusion in national or international restricted lists related to money laundering, terrorism financing, or designated illicit activities.

8.5.4 Effect of Termination for Cause. Upon termination for cause: (i) all rights granted under the applicable Proposal terminate immediately; (ii) Customer shall return or certifiably destroy all Axxon-supplied hardware within fifteen (15) calendar days unless otherwise agreed in writing; (iii) Axxon shall provide Customer access to export its data for thirty (30) calendar days following termination; (iv) all payment obligations accrued prior to the termination date survive; and (v) termination of a Proposal does not automatically terminate the Agreement where other active Proposals remain in effect.

8.6 Effect of Termination or Expiration. Upon termination or expiration:

• Customer's right to access the Services ends, subject to any wind-down period stated in the Proposal;
• all outstanding amounts become immediately due;
• Customer should export any Customer Data it wishes to retain before termination or expiration, subject to technical constraints and retention limits; and
• any provisions intended to survive will survive.

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9. SUSPENSION OF SERVICE

Axxon may suspend some or all of the Services, including Platform access and/or connectivity, if:

• Customer is overdue on payment;
• Customer violates Sections 5 or 6;
• Axxon reasonably believes suspension is necessary to prevent or mitigate a security risk, unlawful activity, or material harm;
• a governmental authority requests or requires suspension; or
• Axxon reasonably determines that Customer presents a compliance, regulatory, sanctions, anti-money laundering, anti-corruption, fraud, reputational or similar risk.

Where commercially reasonable, Axxon will provide notice and an opportunity to cure prior to suspension, except where immediate action is required for legal, security, or safety reasons.

Any suspension resulting from Customer's breach of the Agreement, including non-payment, shall not relieve Customer of its obligation to pay any Fees, Subscription Fees or other amounts due under the Agreement. Axxon may continue invoicing all recurring Fees during the period of suspension, and such suspension shall not extend, toll or reduce any minimum term commitment.

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10. DATA OWNERSHIP AND USAGE

10.1 Customer Data Ownership. Customer owns Customer Data.

10.2 License to Axxon. Customer grants Axxon a non-exclusive, worldwide, royalty-free license to host, use, reproduce, process, transmit, and modify Customer Data solely to:

• provide, operate, maintain, support, and secure the Services; and
• comply with applicable law and lawful governmental requests.

10.3 Customer Name and Logo. Unless otherwise agreed in writing by the Parties, Customer grants Axxon a non-exclusive, worldwide, royalty-free right and license during the Term to use Customer's name, trade names, trademarks, service marks and logos solely for the purpose of identifying Customer as a customer of Axxon in Axxon's marketing materials, customer lists, website, presentations, proposals and similar promotional materials. Axxon shall use such marks in accordance with any reasonable trademark usage guidelines provided by Customer from time to time. Customer may revoke this authorization upon written notice to Axxon, and Axxon shall cease such use within a commercially reasonable period thereafter.

10.4 Usage Data. Axxon may collect and use Usage Data for analytics, benchmarking, security, performance optimization, and product improvement. Usage Data does not identify Customer or individuals.

10.5 Feedback. If Customer provides feedback, suggestions, or ideas, Axxon may use them without restriction and without compensation.

10.6 Dashcam Retention. Unless the Proposal states otherwise, dashcam video stored in the cloud is retained for up to thirty (30) days, after which it may be deleted or overwritten. Longer retention applies only if expressly stated in the Proposal.

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11. DATA PROCESSING

11.1 DPA Incorporation. If Axxon processes Personal Data on Customer's behalf, the DPA is incorporated into and forms part of the Agreement. In the event of any conflict between the DPA and these Terms of Service regarding data processing, the DPA controls for that subject matter, in accordance with Section 1.4.

11.2 Customer Compliance. Customer represents and warrants that it has provided all required notices and obtained all required consents and authorizations to allow Axxon to provide the Services, including collection and processing of location data and video or audio where enabled.

11.3 Roles of the Parties. In respect of Customer Data processed through the Services, Customer acts as controller and Axxon acts as processor. Axxon processes such Customer Data solely on Customer's documented instructions and does not process it for its own purposes.

In respect of the commercial relationship between the parties: including contact details of Customer's representatives, account administrators, and billing contacts: Axxon acts as controller and processes such data in accordance with its privacy policy.

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12. SERVICE LIMITATIONS AND DISCLAIMERS

12.1 External Factors. Customer acknowledges that the Services rely on factors outside Axxon's control, including GPS availability, cellular or internet networks, cloud providers, vehicle power, installation quality, and physical conditions. Data may be delayed, incomplete, inaccurate, or unavailable due to these dependencies.

12.2 Dashcam Limitations. Dashcam footage may not capture all events due to camera angle, obstruction, lighting, storage constraints, connectivity constraints, power loss, or Device condition.

12.3 Customer Compliance Responsibility. Customer is solely responsible for determining whether use of the Services is lawful in Customer's context, including workplace monitoring, privacy compliance, and audio/video recording laws.

12.4 Not Safety-Critical Control. The Services do not control vehicle operation and are not designed or intended for safety-critical control functions.

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13. SERVICE LEVELS

Service availability, support standards, maintenance windows, exclusions, and any service credits are described in the SLA at Annex A, which forms an integral part of these Terms of Service. Any service credits provided under the SLA are Customer's exclusive remedy for service availability failures, to the maximum extent permitted by law.

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14. THIRD-PARTY DEPENDENCIES

The Services depend on third parties and external systems, including cellular carriers, GPS or satellite systems, cloud hosting and storage providers, mapping providers, and hardware component suppliers. Axxon is not responsible for failures or degraded performance caused by third-party dependencies outside Axxon's reasonable control.

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15. WARRANTY DISCLAIMERS

Except for the express hardware warranty in Section 4.6, the Platform and Services are provided "as is" and "as available." Axxon disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

Some jurisdictions do not allow certain disclaimers. In those cases, the disclaimers apply to the maximum extent permitted by applicable law, and the Country Addendum may address mandatory rights.

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16. LIMITATION OF LIABILITY

16.1 Exclusion of Indirect Damages. To the maximum extent permitted by law, Axxon will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, business interruption, or loss of data, even if advised of the possibility of such damages.

16.2 Liability Cap. To the maximum extent permitted by law, Axxon's total aggregate liability arising out of or related to the Agreement will not exceed the greater of:

• the Subscription Fees paid or payable by Customer for the one (1) month immediately preceding the event giving rise to the claim under the applicable Proposal; or
• USD $1,000.

16.3 Non-Excludable Liability. Nothing in the Agreement limits liability that cannot be limited by law, or liability arising from fraud or willful misconduct.

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17. INDEMNIFICATION

17.1 Customer Indemnity. Customer will defend, indemnify, and hold Axxon and its affiliates harmless, and their officers, directors, employees, and agents, from and against any third-party claims, damages, penalties, fines, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or related to:

• Customer's or its Authorized Users' breach of the Agreement;
• Customer Data, including allegations that Customer Data infringes or violates third-party rights;
• Customer's failure to provide required notices or obtain required consents or authorizations for tracking and recording; or
• Customer's violation of law in connection with use of the Services.

17.2 Axxon IP Indemnity. Axxon will defend Customer against third-party claims alleging that the Platform, as provided by Axxon and used by Customer as authorized, directly infringes that third party's intellectual property rights. Axxon will indemnify Customer for damages finally awarded by a court of competent jurisdiction or amounts paid in a settlement approved by Axxon, provided Customer promptly notifies Axxon, grants Axxon sole control over the defense and settlement, and provides reasonable cooperation at Axxon's expense.

17.3 Exclusions. Axxon has no obligation under Section 17.2 to the extent a claim arises from Customer Data, modifications not made by Axxon, combination with products or services not provided or authorized by Axxon, or use outside the scope of the Agreement or contrary to Documentation.

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18. CONFIDENTIALITY

18.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential, including pricing, product roadmaps, security information, the Platform, and Customer Data.

18.2 Obligations. The receiving party will use Confidential Information only to perform under the Agreement, protect it using reasonable care, and disclose it only to personnel and contractors with a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

18.3 Exclusions. Confidential Information does not include information that the receiving party can demonstrate is or becomes public through no breach, was lawfully known without restriction, is independently developed without use of Confidential Information, or is lawfully received from a third party without restriction.

18.4 Compelled Disclosure. A party may disclose Confidential Information if required by law or court order, provided it gives prompt notice where legally permitted and reasonable assistance to seek protective treatment.

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19. FORCE MAJEURE

Neither party will be liable for delay or failure to perform, except payment obligations, due to events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disruptions, widespread telecommunications failures, cloud provider outages, or governmental actions.

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20. GENERAL PROVISIONS

20.1 Country Addendum Controls. Governing law, venue, and any mandatory dispute resolution framework are set forth in the applicable Country Addendum. If no Country Addendum applies, the governing law and venue will be the law and courts of the Axxon Entity's place of incorporation as identified in the Proposal.

20.2 Informal Resolution. Before filing a lawsuit, the parties will use good-faith efforts to resolve disputes through executive-level discussions if requested by either party.

20.3 Governing Law. Except as provided in an applicable Country Addendum, the Agreement is governed by the law of the Axxon Entity's place of incorporation as identified in the Proposal.

20.4 Injunctive Relief. Either party may seek injunctive or equitable relief to prevent unauthorized access, misuse of intellectual property, or breach of confidentiality.

20.5 Export Controls and Sanctions. Customer will not use the Services in violation of applicable export control or sanctions laws and will not permit access by prohibited persons or for prohibited end uses.

20.6 Publicity. Customer grants Axxon the right to use Customer's name and logo to identify Customer as an Axxon customer in Axxon's marketing materials and customer lists, unless Customer objects in writing.

20.7 Updates. Axxon may update these Terms of Service, including Annex A (SLA) and any Country Addendum, from time to time by posting an updated version on Axxon's website and/or providing notice. Updates become effective on the date indicated in the updated version. Customer's continued use of the Services after the effective date constitutes acceptance. Changes to Proposal pricing, minimum term, or scope require a mutually executed amendment. Updates to the DPA are governed by the DPA.

20.8 Assignment. Customer may not assign the Agreement without Axxon's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound. Axxon may assign the Agreement in connection with a corporate reorganization, merger, acquisition, or sale of assets.

20.9 Entire Agreement. The Agreement is the parties' entire agreement regarding the Services and supersedes prior discussions and agreements on that subject.

20.10 Severability and Waiver. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. Failure to enforce a provision is not a waiver.

20.11 Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, or employment relationship, and there are no third-party beneficiaries unless expressly stated otherwise.

20.12 Regulatory Compliance, Business Ethics and Corporate Compliance. Customer acknowledges and agrees that Axxon may implement and maintain compliance systems, policies and procedures relating to: anti-money laundering, counter-terrorism financing, anti-corruption, fraud prevention, due diligence, reputational risk management, information security, international sanctions, export controls and corporate compliance, in accordance with the laws applicable to the Services, Axxon's internal policies, and standards reasonably adopted by Axxon or its affiliates.

Axxon may request from Customer information, documentation, certifications, supporting materials or validations related to know-your-customer (KYC) requirements, beneficial ownership, corporate structure, source of funds, restricted-party screening, regulatory compliance or any other information reasonably necessary for compliance and risk management purposes.

Customer represents that the resources used in connection with the contractual relationship originate from lawful activities; that it is not included on any applicable restricted, sanctions or watch lists under the laws applicable to the Services or Axxon's compliance policies; that it will not use the Services for unlawful or prohibited activities; and that it will not use the Services in violation of applicable laws relating to money laundering, terrorist financing, corruption, fraud, economic sanctions or regulatory compliance.

Axxon may suspend, restrict or terminate the Services if it identifies compliance risks, documentary inconsistencies, material omissions, reputational concerns, or circumstances related to money laundering, terrorist financing, corruption, fraud, international sanctions or non-compliance with applicable laws or with compliance policies reasonably implemented by Axxon.

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ANNEX A: SERVICE LEVEL AGREEMENT

This Annex A forms an integral part of the Terms of Service. Capitalized terms have the meaning given in the Terms of Service.

A.1 Scope

This SLA applies to the following Axxon services:

• Fleet Tracking Platform (GPS)
• Video Telematics Platform (Dashcam)

This SLA covers only the availability and support of the cloud platform and related services.

Unless expressly stated otherwise, this SLA does not apply to third-party products, integrations, APIs, telecommunications services, customer-managed infrastructure, or services provided by third-party providers.

A.2 Service Availability

Axxon targets a monthly uptime of 99.5% for its cloud platforms: (i) Dashcam and (ii) GPS.

Uptime measurements will be calculated based on the availability of the core cloud platform components managed by Axxon's partners or service providers, during the applicable monthly period. Partial degradations, latency, reduced functionality, or issues affecting isolated features or integrations may not constitute downtime for purposes of uptime calculations.

A.3 Exclusions

The following are excluded from uptime calculations:

• Cellular network issues (SIM failures, carrier outages, data limits).
• GPS signal limitations or interference.
• Power loss or vehicle-related electrical issues.
• Improper installation or non-certified installation.
• Customer misuse, tampering, or disconnection of Devices.
• Third-party infrastructure failures outside Axxon's control.
• Force majeure events, cyberattacks, denial-of-service attacks, or security incidents outside Axxon's reasonable control.
• Failures or interruptions related to cloud providers, hosting services, telecommunications providers, mapping providers, or other third-party providers.
• Beta features, trial services, non-production environments, or experimental functionalities.

A.4 Maintenance

Scheduled maintenance will be communicated at least forty-eight (48) hours in advance and will not count as downtime.

Axxon may also perform emergency maintenance, security updates, patches, or urgent technical interventions without prior notice when reasonably necessary to maintain platform stability, integrity, security, or continuity of the Services.

A.5 Service Credits

If uptime falls below 99.5% due solely to causes directly attributable to Axxon and not to any third-party provider, infrastructure, system or dependency, Customer may request a service credit of up to five percent (5%) of the affected monthly subscription fee.

For the avoidance of doubt, service credits shall not apply to any downtime, service degradation, interruption, delay or unavailability caused, in whole or in part, by cellular carriers, telecommunications providers, internet service providers, GPS or satellite systems, cloud hosting providers, data centers, third-party software or services, Customer-provided infrastructure, force majeure events, or any other dependency outside Axxon's reasonable control.

Any request for service credits must be submitted in writing within fifteen (15) business days following the end of the applicable monthly period.

Service credits shall not exceed the amounts actually paid by Customer for the affected Services during the applicable month and may only be applied as future service credits. Service credits are non-refundable, non-transferable, and may not be redeemed for cash.

Service credits are the sole and exclusive remedy for service availability issues.

A.6 Support Services

A.6.1 Support Channels. Axxon provides support via:

• Email (primary).
• Phone or messaging channels (when required).

A.6.2 Response Time. Axxon will respond to support requests within twenty-four (24) business hours.

Response times are measured during Axxon's applicable business hours and represent target response objectives only. Response times do not constitute guaranteed resolution times.

Actual response and resolution times may vary depending on incident severity, technical complexity, service availability, geographic location, dependency on third-party providers, and Customer cooperation.

A.6.3 Remote Diagnosis. Axxon will perform an initial remote diagnosis within twenty-four (24) business hours before dispatching on-site support where applicable.

On-site support, field services, or physical interventions may be subject to regional availability, logistics capacity, security conditions, and operational feasibility.

A.7 Hardware Support and Replacement

A.7.1 General Process. If a hardware issue is confirmed through remote diagnosis:

• A replacement Device will be provided (if covered under warranty).
• Installation or replacement will be scheduled accordingly.

Replacement eligibility shall be subject to Axxon's technical validation and warranty verification procedures.

Axxon may replace defective Devices with new, refurbished, reconditioned, or functionally equivalent equipment.

A.7.2 Resolution Time. For hardware issues covered under warranty, Axxon targets resolution within ten (10) business days, subject to:

• Customer cooperation;
• availability of replacement Devices;
• access to the vehicle;
• service coverage in the applicable region; and
• importation, customs clearance, logistics availability, and transportation conditions where applicable.

A.8 Product-Specific Notes

A.8.1 GPS (Fleet Tracking).

• Continuous operation depends on cellular connectivity and proper installation.
• Location accuracy, reporting frequency, and telemetry visibility may vary depending on signal coverage, environmental conditions, hardware capabilities, and third-party telecommunications infrastructure.

A.8.2 Dashcam (Video Telematics).

• Video storage availability is subject to system configuration and retention limits.
• Video footage may not capture all events due to hardware limitations, positioning, or environmental factors.
• Video uploads, streaming, and event synchronization may be affected by connectivity availability, storage configuration, bandwidth limitations, or third-party infrastructure performance.

A.9 Customer Responsibilities

Customer is responsible for:

• ensuring proper installation conditions;
• maintaining vehicle electrical systems;
• avoiding tampering or unauthorized modifications;
• providing access to vehicles for maintenance or replacement;
• maintaining adequate telecommunications coverage, connectivity conditions, and operational environments required for the proper functioning of the Services; and
• promptly reporting incidents, failures, security events, or technical anomalies affecting the Services.

If issues are caused by Customer actions or external factors, related costs may be charged.

A.10 Limitations

This SLA does not guarantee:

• continuous or uninterrupted service;
• availability, completeness, or accuracy of data in all circumstances;
• capture of all events or incidents via video or telemetry;
• performance of third-party networks or infrastructure;
• prevention of theft, fraud, accidents, operational losses, or unlawful acts;
• recovery of vehicles, assets, or equipment;
• continuous availability of GPS signals, mobile networks, cloud services, APIs, or third-party infrastructure;
• operation of the Services in mission-critical, autonomous driving, emergency response, safety-critical, or high-risk environments; or
• that all operational events, alerts, videos, telemetry records, or notifications will be captured, transmitted, stored, or processed without interruption or loss.

A.11 Security and Incident Response

Axxon implements commercially reasonable technical, administrative, and organizational security measures designed to protect the Services and platform infrastructure. However, no system, platform, telecommunications network, or cloud environment can be guaranteed to be completely secure or free from vulnerabilities.

Axxon may temporarily suspend, restrict, isolate, patch, or modify portions of the Services when reasonably necessary to respond to cybersecurity threats, security incidents, unauthorized access attempts, fraud risks, infrastructure vulnerabilities, or operational integrity concerns.

A.12 Relationship to the Agreement

This SLA forms part of the Agreement and is incorporated into the Terms of Service as Annex A. Conflicts between this SLA and the other components of the Agreement are resolved in accordance with Section 1.4 of the Terms of Service.

Updates to this SLA are governed by Section 20.7 of the Terms of Service.

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ANNEX B: COLOMBIA COUNTRY ADDENDUM

This Country Addendum for Colombia (the "Colombia Addendum") forms an integral part of the Terms of Service and applies exclusively to Services provided within Colombian territory, marketed by Axxon's Colombian entity, or performed for Customers domiciled in Colombia.

The purpose of this Colombia Addendum is to incorporate regulatory, operational, contractual and compliance provisions specifically applicable in Colombia, without replacing the Terms of Service except in those respects where there is an express contradiction between the two.

In the event of conflict, inconsistency or contradiction between the Terms of Service and this Colombia Addendum, this Colombia Addendum prevails exclusively with respect to Services provided in Colombia, in accordance with Section 1.4 of the Terms of Service.

For the purposes of Services provided in Colombia, the following provisions of the Terms of Service are replaced or supplemented as set out below.

B.1 Section 1.2 (Axxon): replaced

"Axxon" means Axxon Latam S.A.S., a company duly incorporated under the laws of the Republic of Colombia, identified with NIT 901.911.215-4 and with its principal domicile in Cali, Colombia.

Contact details, service channels, addresses, email addresses, support hours, and other applicable operational information may be set out in the Proposal, invoice, SLA, official channels, or corresponding commercial documentation.

B.2 Section 4.3 (Ownership and Title): replaced

Ownership, Bailment (Comodato), and Return of Equipment.

Unless expressly agreed otherwise in the corresponding Proposal, the Equipment supplied by Axxon to Customer is delivered under a bailment arrangement (*comodato*), with Axxon or its suppliers retaining ownership and title over such Equipment at all times. Accordingly, delivery of the Equipment does not entail any transfer of ownership, assignment of real rights, or grant of a purchase option in favor of Customer.

Customer acknowledges that the Equipment is delivered solely for use in connection with the provision of the contracted Services and undertakes to use it exclusively for that purpose, exercising due diligence in its preservation, custody, and use. Customer may not assign, sublease, encumber, dispose of, modify, tamper with, or allow the use of the Equipment by third parties not authorized by Axxon.

During the term of the contractual relationship, Customer shall be responsible for the physical possession, custody, and proper preservation of the Equipment and shall bear the risk of loss, theft, misplacement, destruction, deterioration, or damage not arising from natural wear and tear resulting from legitimate and authorized use. In the event of any such occurrence, Customer shall pay Axxon the commercial replacement value of the affected Equipment, as well as the costs associated with its replacement, installation, configuration, and commissioning, as applicable. Likewise, Customer shall promptly inform Axxon of any failure, incident, or material impact relating to the Equipment and shall reasonably cooperate in any verification, recovery, or claim procedures that may be appropriate.

Customer understands and accepts that any expenses, maintenance, replacements, or support activities that Axxon may undertake with respect to the Equipment correspond exclusively to obligations associated with the proper performance of the Services and the ordinary preservation of the goods delivered under bailment, and may not be construed as a transfer of ownership or a waiver of the bailor's rights.

Upon termination, expiration, or suspension of the Services, or when Axxon so requests in accordance with the applicable Proposal, Customer shall return the Equipment in the same condition in which it was received, except for natural deterioration arising from legitimate and authorized use. Axxon may require the execution of a delivery or return record documenting the condition of the Equipment and its accessories.

In the event that the parties expressly agree to the sale of certain Equipment, such transfer shall be deemed perfected only when there is a written stipulation in the corresponding Proposal and full payment of the applicable amounts has been made.

B.3 Section 7.1 (Fees and Invoices): replaced

Unless the Proposal provides otherwise:

Customer shall pay in full the fees, charges, and amounts set out in the corresponding Proposal. Unless expressly agreed otherwise, all amounts shall be paid one hundred percent (100%) in advance.

Subscriptions shall be invoiced monthly in advance and shall be paid no later than the twenty-eighth (28th) day of each month or on the date indicated in the corresponding invoice.

In the event of default in the payment of any amount due, Axxon may suspend the Services in whole or in part and apply a reconnection fee equivalent to THIRTY THOUSAND PESOS, LEGAL TENDER (COP $30,000) per Device where the payment delay exceeds thirty (30) calendar days. Reactivation of the Services may be conditioned upon full payment of the outstanding amounts, including applicable interest and charges.

B.4 Section 7.3 (Late Payments): replaced

Amounts past due and not paid in a timely manner shall accrue default interest at the maximum rate permitted by law, corresponding to the current banking interest rate (*interés bancario corriente*) certified by the competent authority increased by two percentage points (2%) per month, or the maximum rate permitted by applicable law, if lower.

B.5 Section 10.4 (Usage Data): replaced

Axxon may collect and use Usage Data for purposes of analytics, benchmarking, security, performance optimization, and improvement of products and services. Usage Data does not identify Customer or specific individuals.

The parties understand and accept that, in accordance with applicable Colombian personal data protection legislation, Usage Data corresponds exclusively to technical, statistical, operational, or aggregated information that does not allow any natural person to be identified or made identifiable, whether directly or indirectly. Consequently, such information does not constitute personal data for the purposes of Law 1581 of 2012 and its implementing or supplementary regulations, and is therefore excluded from the scope of the Colombian personal data protection regime.

B.6 Section 11.3 (Roles of the Parties): replaced

Personal Data Protection.

Where the provision of the Services involves the processing of personal data as defined under applicable Colombian legislation, Axxon shall process personal data in accordance with Law 1581 of 2012, Decree 1074 of 2015, and any other rule that amends, regulates, supplements, or replaces such provisions.

Roles of the parties. In respect of Customer Data processed through the Services, Customer acts as *Responsable del Tratamiento* and Axxon acts as *Encargado del Tratamiento*. Axxon processes such Customer Data solely on Customer's documented instructions, does not determine the purposes or means of the processing independently, and does not process such data for its own purposes. The processing constitutes a *transmisión de datos personales* within the meaning of Law 1581 of 2012 and Decree 1074 of 2015, and is governed by the DPA.

In respect of the commercial relationship between the parties: including contact details of Customer's representatives, account administrators, and billing contacts: Axxon acts as *Responsable del Tratamiento* and processes such data in accordance with its *Política de Tratamiento de Datos Personales*.

Customer representations. Customer represents and warrants that it holds all authorizations, legal bases, privacy notices, information mechanisms, and authorizations necessary for the processing, collection, use, circulation, transmission, transfer, and geolocation of personal data relating to drivers, Authorized Users, employees, contractors, and third parties connected with the provision of the Services, including those required to share such information with Axxon and its authorized technology providers, to the extent necessary for the proper provision of the Services.

Customer acknowledges and accepts that the provision of the Services may involve, among others: (i) the collection, storage, querying, and processing of geolocation information; (ii) the operational monitoring of vehicles, assets, Devices, routes, and events associated with the operation; (iii) the capture and processing of telemetry and technical diagnostic information; (iv) the international transmission of information and the processing of data through cloud infrastructure or cloud computing services; (v) technology integrations with platforms, providers, or authorized third parties; and (vi) the automated processing of Operational Information for purposes of analytics, security, support, traceability, optimization of the Services, generation of reports, and improvement of functionalities.

For purposes of this Colombia Addendum, "Operational Information" means the technical, statistical, telematics, location, performance, usage, diagnostic, maintenance, event, alert, and other information generated by the Devices or derived from the use of the Services.

The parties understand and accept that technical, analytical, statistical, aggregated, or anonymized information that does not allow a specific or identifiable natural person to be identified or made identifiable does not constitute personal data under applicable Colombian legislation and is therefore excluded from the scope of Law 1581 of 2012 and other concordant rules.

Customer shall hold Axxon harmless against claims, investigations, sanctions, fines, or damages arising from the absence of valid authorizations, from Customer's breach of its legal obligations regarding personal data protection, or from the unauthorized processing of personal data provided by Customer.

B.7 Section 20.3 (Governing Law): replaced

The Agreement, as well as any Proposal, contractual relationship, or dispute arising therefrom, shall be governed by and construed in accordance with the laws of the Republic of Colombia.

B.8 Section 20.2 (Informal Resolution): replaced

Dispute Resolution.

Any dispute, controversy, or claim arising from the execution, performance, interpretation, termination, or validity of the contractual relationship between the parties shall first be submitted to a process of direct, good-faith negotiation between representatives with decision-making authority, for a period of thirty (30) calendar days counted from the written notice of the dispute by either party.

If no agreement is reached within that term, the parties submit to the jurisdiction of the competent judges and courts of the city of Santiago de Cali, Colombia, except where a mandatory provision of applicable law provides otherwise.

Notwithstanding the foregoing, Axxon may at any time seek injunctive, preventive, or urgent protective measures where reasonably necessary to protect confidential information, intellectual property, security of the Platform, operational continuity, or any right relating to the Services.

B.9 Section 20.12 (Regulatory Compliance): supplemented

For Services provided in Colombia, the compliance systems, policies and procedures referred to in Section 20.12 of the Terms of Service include SAGRILAFT and PTEE, in accordance with the requirements of the Superintendencia de Sociedades and other competent Colombian authorities.

The representations given by Customer under Section 20.12 shall be understood to include a representation that Customer is not included in restrictive lists binding for Colombia.

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END OF TERMS AND CONDITIONS