Table of Contents

Telematics Customer Agreement…………………………………………………..P3

Telematics Pricing………………………………………………………………………….P8

Sawatch Terms and Conditions………………………………………………………………P10

EV Chargin Solution Enrollment…………………………………………………………….P20

Fuel Card Enrollment…………………………………………………………………….P22

REV 12 JAN 2023

CUSTOMER AGREEMENT

THIS CUSTOMER AGREEMENT (“Agreement”), effective as of the date appearing on the Quote Sheet attached hereto (the “Effective Date”), is made by and between WEX Inc. (“WEX”), a Delaware corporation with offices located at 1 Hancock Street, Portland, Maine 04101 ("WEX," “we,” “us,” and “our”) and the company identified in the Quote Sheet as Customer (also referred to herein as “you” and “your”). In consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the sufficiency of which is acknowledged by the parties, the parties agree as follows:

1. Telematics Products; Sale and License Grant.

1.1. WEX, as a licensed reseller of certain telematics devices (“Devices”) and related information management services (“Information Management Services,” and collectively, with the Devices, “Telematics Products”), shall provide such Telematics Products to Customer pursuant to the terms of this Agreement. Such Telematics Products may, at WEX’s sole discretion, be delivered directly to you by the manufacturer, our designees, or subcontractors. The Telematics Products vary based upon the model and service package that you select. Such selections are identified in the applicable Quote Sheet attached hereto or as otherwise agreed to by the parties in writing. The Telematics Products collect specific data elements from the vehicles or equipment on which the Devices are installed, enabling you to access diagnostic and location information from your vehicles and equipment via the Information Management Services.

1.2. Subject to and conditional upon your compliance with this Agreement and any additional manufacturer terms of use applicable to the Telematics Products, WEX (i) transfers title to the Devices to Customer conditional upon our receipt of payment in full, and (ii) grants to Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicenseable license and right to use the Information Management Services during the Term (as defined below), solely in connection with your normal internal business operations and in accordance with any Terms of Use imposed by the supplier of such Information Management Services. Customer shall not, directly or indirectly, resell, sublicense, or subcontract any use of or access to the Telematics Products.

1.3. Certain functions of the Telematics Products require the use of third party products or services (“Third Party Products and Services”), including wireless communication services. WEX has no obligation or liability whatsoever in respect of such Third Party Products and Services, and your use of such Third Party Products and Services, whether acquired independently or through our third-party suppliers, is subject to any applicable terms and conditions of the applicable third party suppliers for such Third Party Products and Services.

2. Customer Responsibilities

2.1. Customer is responsible for the installation of the Devices in all vehicles and approved equipment owned, leased or rented by Customer in accordance with the applicable installation instructions provided by the specific Device’s manufacturer. Upon Customer’s request, and for an additional fee, WEX may arrange for the installation of the Devices purchased from WEX. In the event Customer does not make the vehicle(s) or equipment available for the scheduled installation(s), WEX may charge Customer a “No Show Fee” of up to the quoted cost of the scheduled installation(s).

2.2. In addition, Customer shall:

a) designate an employee to become the key coordinator for the Telematics Products;

b) make such coordinator and all other designated personnel available for training by WEX or our designee, as applicable; and

c) use and operate the Telematics Products in accordance with any instructions provided by WEX, the specific manufacturer and/or WEX’s designee.

2.3. Customer shall not, without WEX’s prior written consent:

a) allow the Devices to become installed in, affixed to, made part of, or used with any other goods or property other than in a vehicle or other approved equipment owned, leased or rented by Customer;

b) attach to or install on any Devices any accessory, attachment, or other device that would impair the originally intended function, operation or good working order of the Telematics Products;

c) make any adaptation, modification, or alteration to the Telematics Products; or

d) copy, reverse engineer, decompile or disassemble or create derivate products (including any software or firmware) from the Telematics Products.

3. Scope of Support Services.

3.1. If purchased by Customer, WEX shall provide the support services described in this section 3. The fees for such support services are set forth in the applicable Quote Sheet attached hereto. WEX may, in its sole discretion, immediately suspend or terminate such support services if Customer is in breach of or default under this Agreement.

3.2. WEX or our designee shall provide support services upon your request during normal business hours (8:00 a.m. – 5:00 p.m. ET, Monday-Friday) through our toll free customer service number, which shall be supplied to you by your WEX sales representative. Depending on the nature of a reported issue, we may refer you to our designated service providers for additional support. WEX shall use commercially reasonable efforts to correct material defects to enable the Telematics Products to perform in accordance with the applicable operating manuals, subject to any limitations or conditions set forth in the specifications for the Telematics Products, as soon as practicable after notification of such defect.

3.3. Support services do not include repair, replacement, or correction of any defects caused by:

a) Failure to properly install the Devices as described in the operating manual provided to you, unless we performed the installation;

b) Accident, negligence, theft, vandalism, operator error or misuse, failure of or surges in electrical power, air conditioning or humidity control, abnormal conditions, acts of God (including lightning) or causes other than normal use;

c) Unauthorized modifications, attachments, repairs or unauthorized parts or any other breach by Customer; or

d) Failure of a vehicle to be in good working condition.

3.4 The manufacturers or supplier of the Telematics Products may discontinue specific products, including related support. Support services for an end-of-life product will continue to be available up to the end-of-support date. WEX shall use commercially reasonable efforts to provide written notice or any such end-of-support dates to Customer. At that time, WEX will offer Customer compatible Telematics Products, if available. Customer acknowledges that discontinuation of Telematics Products and related support services may be determined by the manufacturer or supplier of such Telematics Products and, as a result, WEX may not have the ability to continue to offer the specific product and/or service, and may not be able to provide advance notice to Customer of any such discontinuation.

3.5 Additional Services: WEX will in good faith consider and deliver reasonable additional professional services relating to the delivery of archived data to the extent requested by Customer. Customer shall compensate WEX for any such professional services, which services (and the rates attributable thereto) shall be communicated by WEX to Customer in an additional Quote Sheet, and Customer shall fully and without limitation indemnify and hold harmless WEX for any claims or liabilities arising from the provision of such additional services.

4. Confidentiality and Non-Disclosure.

4.1. Confidential Information. Except as set forth in section 4.3, “Confidential Information” means any information, whether of a scientific, technical, commercial, or strategic nature, disclosed in written or oral form by a party, its affiliates, or on behalf of a party or its affiliates (the “Disclosing Party”) to the other party or its affiliates (the “Receiving Party”) in connection with this Agreement, which is designated as confidential or proprietary or should reasonably be understood by the Receiving Party to be confidential or proprietary.

4.2. Non-Disclosure. The Receiving Party shall not disclose any Confidential Information to any third party and shall not use any Confidential Information other than for the purpose of this Agreement; provided, however, the Receiving Party may disclose Confidential Information to its employees, agents, representatives, advisors and affiliates (“Representatives”) if and solely to the extent (i) such disclosure is necessary to enable the Receiving

Party to perform its obligations under this Agreement, and (ii) such Representatives are bound by a fiduciary, legal, or written contractual obligation to safeguard confidential information that is at least as restrictive as the provisions of this Agreement. The Receiving Party shall use commercially reasonable efforts to protect and maintain the security and confidentiality of all Confidential Information. The Receiving Party is responsible for any breach of confidentiality caused by any of its Representatives.

4.3. Exceptions. Confidential Information does not include information that:

(i) at the time of disclosure is, or thereafter becomes, generally available to the public other than through any act or omission on the part of the Receiving Party or any of its Representatives; (ii) was known by or in the possession of the Receiving Party prior to being disclosed by or on behalf of the Disclosing Party, as evidenced by the Receiving Party’s written records; (iii) is acquired on a non-confidential basis from a third party who has the lawful and unrestricted right to disclose such information to the Receiving Party; or (iv) is independently developed by the Receiving Party without reference to or use of, in whole or in part, any Confidential Information, as evidenced by the Receiving Party’s written records.

4.4. Other Disclosures. Notwithstanding the obligations of nondisclosure set forth in section 4.2:

a) the Receiving Party or its Representatives may disclose Confidential Information to the extent required by applicable law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, provided that: (i) the Receiving Party shall first notify the Disclosing Party in writing of such required disclosure so that the Disclosing Party may seek a protective order or other remedy, or, in its sole discretion, waive the Receiving Party’s compliance with this Agreement; and (ii) if the Disclosing Party does not obtain such protective order or other remedy, or does not waive the Receiving Party’s compliance with this Agreement, the Receiving Party will disclose only that portion of the Confidential Information as is legally required and shall exercise all reasonable efforts to obtain confidential treatment of the Confidential Information; and

b) WEX may disclose Customer’s Confidential Information to Customer’s vendors, customers, or providers of goods or services and other third parties as authorized in writing by Customer to the extent necessary to provide the Telematics Products.

5. Term and Termination.

a) The initial term of this Agreement commences on the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect for the period set forth in the Quote Sheet, which generally will be a period of at least twenty-four (24) months (the “Initial Term”). Upon expiration of the Initial Term, this Agreement will automatically renew at our then-current Fees for successive periods as set forth in the Quote Sheet, which generally will be either one (1) month or twelve (12) months (each a “Renewal Term,” and together with the Initial Term, the “Term”) unless either party provides written notice of non-renewal to the other party within the nonrenewal notice period set forth in the Quote Sheet, which generally will either thirty (30) or sixty (60) days prior to the expiration of the Initial Term or any Renewal Term. In addition to any other express termination rights set forth elsewhere in this Agreement, either party may terminate this Agreement at any time, effective upon written notice to the other party, if the other party breaches any material term or condition of this Agreement and such breach (i) is incapable of cure, or (ii) being capable of cure, remains uncured (30) days after written notice from the non-breaching party. If you terminate this Agreement without cause, or if we terminate this Agreement as a result of your material breach, you shall be required to pay an early termination fee of seventy-five US dollars (US$ 75.00) per Device, plus, to the maximum extent permissible under applicable law, you shall be required to pay the equivalent of any reoccurring monthly service and device/hardware Fees for the remainder of the Term.

In addition, we may terminate this Agreement at any time if you: (i) become insolvent or bankrupt; (ii) reorganize your business, make an assignment under, or otherwise advantage as a debtor of, bankruptcy or insolvency laws;

(iii) take any steps to wind up or otherwise terminate your existence as a legal entity; (iv) cease operating your business; or (v) breach any material term or condition of any other agreement between you and us (or our affiliates) and you fail to cure such breach within the applicable cure period.

b) Upon expiration or any termination of this Agreement: (i) all rights granted to you under this Agreement will immediately cease; (ii) you will permanently erase all WEX Confidential Information from your systems and destroy, to the extent practicable, all copies of the Information Management Services software in your possession or control, and, upon our request, provide written certification that you have complied with the foregoing; and (iii) you shall cease all use of the Information Management Services.

6. Fees and Payment.

6.1. Fees. During the Term, you shall pay us all fees set forth in the Quote Sheet (the “Fees”). In the event our manufacturers or service providers change such fees or implement new charges applicable to us or the Telematics Products, we may change the Fees and/or implement new charges, effective upon thirty (30) days prior written notice to you.

6.2. Payment Terms and Late Fee.

a) Unless otherwise set forth on the Quote Sheet, all one-time Fees (for Devices, installation services and shipping) will be applied to your account five (5) days after the Effective Date. All monthly service Fees will be invoiced sixty (60) days from the Effective Date or upon Device activation, whichever event occurs first, and will continue during the Term. Unless otherwise expressly stated in this Agreement, you shall pay all applicable shipping costs, freight, and sales and/or use taxes.

b) In order to obtain Telematics Products and related services from WEX as set forth herein, you must have a valid fleet card account open, with an “active” status (i.e., not suspended or terminated), with our wholly owned subsidiary, WEX Bank. We will bill you for all Fees relating to products and services hereunder on your fleet card billing invoice. These Fees will appear on your invoice as an ancillary charge and will not be included in any calculation of net spend for purposes of calculating any applicable discounts or rebates with respect to your fleet card account. You shall pay all amounts without offset. In the event that your billing cycle is less than monthly for your fleet card program with WEX Bank, we will bill you for the Fees in the first billing cycle of each month. In the event that your fuel card account is suspended or terminated pursuant to the terms and conditions of such account, then your receipt of services hereunder may be correspondingly suspended or terminated, as the case may be.

c) For the avoidance of doubt, unless otherwise set forth in writing (and notwithstanding any additional fees payable pursuant to this Agreement), Customer’s obligations to pay for the Telematics Products and any related shipping, installation, or other charges appearing on a Quote Sheet will be governed by the payment terms (including late fees and other related terms and conditions) set forth in Customer’s fleet card agreement with WEX Bank.

7. Ownership of Data and Technology.

a) Customer acknowledges and agrees that the Telematics Products are comprised of proprietary property of either WEX or our manufacturers or suppliers, which property is protected under copyright, trademark, patent, trade secret or other intellectual property laws. WEX or our manufacturers or suppliers retain ownership of all such underlying copyrights, trademarks, trade secrets or other intellectual property rights embodied in or related to the Telematics Products. Information related, directly or indirectly, to the Telematics Products, their development, testing and all other matters are trade secrets and constitute Confidential Information pursuant to section 4 of this Agreement. All rights, title to, interests in, and ownership of any intellectual property rights in the Telematics Products and any and all improvements, modifications, fixes or enhancements to the Telematics Products and any value added services that may be provided by WEX or its designee or that arise under this Agreement, regardless of whether such items or services are created or suggested by you, are and will remain the property of WEX or our manufacturers and service providers, as applicable.

You acknowledge such ownership and intellectual property rights and shall not remove or attempt to remove any marks, labels, or legends from the Telematics Products, or take any other action to jeopardize, limit, or interfere in any manner with our ownership of these rights.

b) Customer shall not copy, modify, reverse-engineer, dissemble, or decompile any Telematics Products, and shall not disclose or provide access to the Telematics Products to any third party for such purpose. Customer shall notify WEX immediately of any unauthorized use or disclosure of the Telematics Products, including the intellectual property relating thereto.

Under no circumstances whatsoever will Customer’s access to the Telematics Products or receipt of any support services provided by WEX under this Agreement vest or transfer any ownership or similar right, title, or interest in or to the underlying intellectual property embodied in or related to the Telematics Products provided to Customer.

c) Customer will retain all title and other proprietary rights in and to any Customer data captured based on its use of the Telematics Products.

Notwithstanding the foregoing and the nondisclosure obligations in section 4.2, WEX may use, retain, disclose to third parties, and reproduce in any form pursuant to its business operations all statistics and data delivered to or generated using the Telematics Products that: (i) pertains to the technical and operational functionality of the Telematics Products; (ii) is necessary or useful in assisting WEX in the diagnosis or correction of issues in the Telematics Products, preparation of billing statements, the evaluation of its software or services, or any improvements, upgrades or enhancements thereto, or the compilation of statistical or performance information; or (iii) is accumulated by WEX on an aggregated basis.

8. Limited Warranty and Disclaimers; Limits of Liability.

8.1. Limited Warranty.

a) The Telematics Products are covered by warranties offered by the applicable manufacturer or supplier. As a reseller, WEX does not extend any further warranties to Customer with respect to the Telematics Products, but will coordinate warranty claims on behalf of Customer with the applicable manufacturer or supplier in accordance with the terms of this Section 8.1.

The terms and conditions of such manufacturer or supplier warranty may be included within the terms and conditions entered into by and between Customer and such manufacturer or supplier, if applicable. If Customer is unable to locate a copy of such warranty, it may request a copy from the manufacturer or supplier, or from WEX.

Such manufacturer or supplier warranty may specify a warranty period during which the warranty applies, but if no such period is specified therein, the warranty period, with respect to the Devices, will be one (1) year from the date the Device is shipped and with respect to the Information Management Services will be one (1) year from the date the applicable non-conforming Information Services were provided. References herein to “Warranty Period” will be interpreted consistent with the foregoing.

You acknowledge that the warranty provided by a Telematics Product’s manufacturer or supplier may be amended or terminated prior to the expiration of the Warranty Period. In such event, WEX will use commercially reasonable efforts to provide notice of any such amendment or termination to you.

You acknowledge and agree that, except to the extent otherwise set forth herein, your sole recourse with respect to any claims arising from the use of the Telematics Products shall be to the manufacturer or supplier of such Telematics Products, and not to WEX.

b) If you would like WEX to coordinate a claim under any available manufacturer or supplier warranty during the Warranty Period, you must promptly notify us after you learn of the facts supporting the claim. Upon receipt of such timely notification, WEX shall notify the manufacturer or supplier, which in its sole discretion, shall troubleshoot, repair, or replace the non-complying Device or re-perform the Information Management Services, as applicable; TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE

FOREGOING CONSTITUTES OUR SOLE AND EXCLUSIVE

OBLIGATIONS AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY

WARRANTY CLAIMS.

WEX does not provide warranties on items Customers acquire from others, even if acquired with our assistance.

WEX’s obligations under this section 8.1 are void if Customer is in breach of or default under this Agreement. Unless otherwise agreed in writing, service downtime is not a breach of this Agreement and will not entitle you to any refunds or credits.

c) WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN

THIS AGREEMENT, THE TELEMATICS PRODUCTS ARE PROVIDED ON

AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY

APPLICABLE LAW, WEX DISCLAIMS ALL REPRESENTATIONS,

CONDITIONS, AND WARRANTIES OF ANY KIND, EXPRESS OR

IMPLIED, INCLUDING ALL REPRESENTATIONS, CONDITIONS, AND

WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, QUALITY,

PERFORMANCE, DURABILITY, TITLE, FITNESS FOR A PARTICULAR

PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW

OR FROM A COURSE OF DEALING OR USE OF TRADE. WITHOUT

LIMITING THE GENERALITY OF THE FOREGOING, WEX MAKES NO

REPRESENTATION, WARRANTY, COVENANT, OR GUARANTY THAT: (i)

ANY OF THE TELEMATICS PRODUCTS WILL MEET YOUR BUSINESS

NEEDS OR OTHER REQUIREMENTS; (ii) THE TELEMATICS PRODUCTS WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION; OR (iii)

THE TELEMATICS PRODUCTS WILL BE ERROR-FREE, VIRUS-FREE,

OR THAT ANY DATA OR INFORMATION PROCESSED BY AND MADE

AVAILABLE VIA THE TELEMATICS PRODUCTS WILL BE ACCURATE,

COMPLETE, OR AVAILABLE. YOU ASSUME THE ENTIRE RISK IN

DOWNLOADING OR OTHERWISE ACCESSING ANY DATA,

INFORMATION, FILES OR OTHER MATERIALS OBTAINED FROM THE

TELEMATICS PRODUCTS OR OTHERWISE.

8.2. Limitation of Liability.

a) Neither party will be liable for consequential, special, indirect or incidental losses or damages, including lost profits or lost data, even if that party is made aware those damages may occur or such damages are reasonably foreseeable; provided, however, that the foregoing exclusions will not apply to Customer’s breach of its obligations under sections 4, 6, 7, or

8.3 of this Agreement. To the maximum extent permitted by law, WEX’S cumulative liability under this Agreement (whether for direct or third-party claims) shall not exceed the total amount paid by Customer to WEX during the two (2) month period immediately preceding the date the cause of action for a claim arose.

b) WEX is not responsible for delays in delivery, installation or provision of the Telematics Products if such delay is caused by Customer’s breach of this Agreement.

c) Customer acknowledges that the Telematics Products are supported by a wireless device and that data cannot be collected from a Device once it travels beyond a certain range, unless satellite or “dual mode” options are purchased. In addition, the Telematics Products are dependent on the coverage areas of wireless networks owned and operated by third parties.

Coverage areas are approximate and may not cover portions of North America. Actual coverage and operation of the Telematics Products depends on system availability of the wireless or internet providers (including those that provide the mapping services), which are not in WEX’s control.

Customer understands that WEX, and any underlying carriers, cannot and do not guaranty the security of wireless transmissions and will not be liable for any lack of security or unauthorized use or disclosure of information or data relating to the use of the Telematics Products.

d) Customer acknowledges that use of the Telematics Products will not: (i) prevent or detect all vehicle problems; or (ii) guarantee that a vehicle will not break down or that you will not incur repair bills. Customer acknowledges that the Telematics Products should not be used in lieu of a vehicle warranty or standard maintenance. Customer further understands that the Telematics Products do not detect failures of internally lubricated parts and systems of a vehicle that are not monitored by the vehicle’s computer.

e) Customer acknowledges that even if location based data or the Telematics Products are used to attempt to locate a vehicle or equipment in which a Device has been installed or affixed, WEX provides no guaranty that the vehicle or equipment will be successfully located or recovered.

f) WEX shall have no liability of any kind or nature to Customer for

(i) loss of or damage to a vehicle in which a Device has been installed or its contents, or (ii) personal injury to persons occupying or affected by a vehicle in which a Device has been installed.

8.3. Indemnification.

a) Customer shall defend, indemnify, and hold harmless WEX and WEX’s affiliates, manufacturers, licensors, and suppliers, and each of their respective employees, directors, principals, and agents (each a “WEX Indemnified Party”) from and against all losses, costs, damages, suits, proceedings, liens, penalties, fines and liabilities arising from or related to any claim, demand, complaint, or action by a third party arising out of or incident to your (i) possession, distribution, installation or use of the Telematics Products in violation of this Agreement or applicable law, or (ii) breach of any Terms of Use imposed by the manufacturer or supplier of the Telematics Products.

You further agree to defend and hold harmless all WEX Indemnified Parties against any and all claims for libel, slander, property damage, personal injury or death arising in any way, directly or indirectly, from or in connection with this Agreement or the use, failure to use, or inability to use the Telematics Products. WEX may participate in the defense of any claim, provided, however, that nothing in this Agreement shall limit your right to control the defense.

b) WEX shall defend, indemnify, and hold harmless Customer from and against all losses, costs, damages, suits, proceedings, liens, penalties, fines and liabilities arising from or related to any claim, demand, complaint, or action by a third party arising out of or incident to WEX’s gross negligence, willful misconduct or fraud as it relates to WEX’s obligations under this Agreement, and in particular the support services provided by WEX as set forth in Section 3.2.

c) WEX will not be required to provide indemnity for the Telematics Products in excess of any indemnity actually provided to Customer by such Telematics Products’ original equipment manufacturer or distributor (provided WEX will take commercially reasonable efforts to pursue any such indemnity to the extent available under its agreements with such third parties). Customer shall notify WEX in writing of such claim upon receiving actual notice thereof. WEX will have sole control of the defense of any such action and all negotiations for its settlement or compromise, and Customer shall provide reasonable cooperation to facilitate the defense and/or settlement of such claim.

d) Notwithstanding the foregoing, WEX’s indemnification obligations under section 8.3(b) will not apply to the extent that any claim arises from the: (i) use of the Telematics Product in a manner not permitted by this Agreement;

(ii) unauthorized modification of any Telematics Product; (iii) unauthorized combination of any Telematics Product with any other product or service in a manner that is not expressly authorized by WEX; or (iv) any other breach by Customer of this Agreement.

e) Without limiting the other obligations of this section 8.3, if an injunction is issued against Customer’s use of any Telematics Product provided to you by WEX or its designee, or if in WEX's sole judgment any Telematics Product provided to you by WEX or its designee is likely to become the subject of an infringement claim, WEX may, at its option and expense: (i) procure for Customer the right to use the applicable Telematics Product as provided in this Agreement; (ii) replace or modify the Telematics Product so it becomes non-infringing (with equivalent functionality, quality and performance); or (iii) if options (i) or (ii) cannot be achieved despite WEX’s commercially reasonable efforts, WEX may, as applicable: (A) terminate the license to access and use the Information Management Services and refund to Customer any prepaid but unused Fees, and/or (B) accept the return of all Devices in Customer's possession and refund to Customer an amount equal to the depreciated Fees paid by Customer for the Devices calculated on a straight-line basis over a three (3) year period from the date of purchase.

Sections 8.3(b)-(e) set forth Customer’s exclusive remedy for any actual or alleged intellectual property infringement arising in connection with Customer’s receipt or use of the Telematics Products.

The parties’ respective Indemnification obligations in this Section 8.3 are subject in all respects to the limitations set forth in Sections 8.1 and 8.2.

9. General Provisions.

a) Customer shall comply with all applicable laws, rules, regulations, and orders, including privacy laws, relating to Customer’s business and/or use of the Telematics Products. Customer shall cause all of its affiliates, employees, agents and consultants (collectively “Associates”) to comply with the terms of this Agreement and will be fully responsible and liable for the acts or omissions of any Associate. As may be required by law, Customer shall make all disclosures to, and obtain all informed consents from, all Associates who use or may use vehicles or equipment with Devices installed that information relating to use of such vehicles or equipment may be monitored and collected by Customer.

b) Customer shall fully comply with all applicable export and import laws, regulations, orders, and policies, including securing all necessary clearance requirements, export and import licenses and exemptions, and making all proper filings. We may, at our sole discretion and upon reasonable notice, require you to provide us with written certification and records relating to your compliance with applicable export and import laws, or prohibit you from doing business with certain customers to ensure that you comply with applicable export and import laws.

c) This Agreement shall inure to the benefit of and shall be binding upon the parties and their respective successors and permitted assigns, including the acquirer or transferee of the assets or business interests of a party.

Notwithstanding the foregoing, Customer may not transfer or assign this Agreement or assign or delegate any of its rights under this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the expressed prior written consent of WEX. WEX may assign or novate this Agreement in its sole discretion by way of written notice to Customer.

d) This Agreement, together with the Quote Sheet constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements between the parties, whether written or oral, relating to the same subject matter.

Customer acknowledges and agrees that upon its receipt and usage of the Telematics Products, it shall have a direct relationship with the manufacturer or supplier of the Telematics Products, and that its direct relationship with the manufacturer or supplier of the Telematics Products, which includes any and all product warranties that such manufacturer or supplier may offer with respect to such Telematics Product(s), shall be governed, as applicable, by the terms and conditions entered into by and between Customer and such manufacturer or supplier, which terms and conditions may deviate from this

e) WEX may, in its sole discretion, modify this Agreement at any time, effective upon thirty (30) days prior written notice to Customer.

f) This Agreement, including all Quote Sheets will be governed by and construed in accordance with the laws of the State of Maine, without giving effect to its conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods. The parties agree voluntarily, intentionally, and irrevocably to waive all right to trial by jury in any proceeding instituted in any court, arising out of this Agreement, and agree to resolve such matters as provided in section 10 (Arbitration).

The parties hereby consent to the jurisdiction of any local, state, or federal court in which an action is commenced and located in accordance with the terms of this section 9(f). The parties will not disturb such choice of forum and, if not resident in such state, will waive the personal service of any and all process upon them and consent that such service of process may be made by certified or registered mail, return receipt requested, addressed to the parties as set forth herein.

g) The parties are independent contractors and nothing in this Agreement will be deemed or constructed as creating a partnership, joint venture, association, agency or employment relationship between the parties.

Moreover, WEX is not and will not be considered an agent of Customer or any third-party provider of goods or services provided by Customer.

h) If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such provision will, as to such specific jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability, but the remaining provisions of this Agreement shall remain in full force and effect (except as specifically provided in section 10 (Arbitration), and any such invalidity, illegality, or unenforceability shall not invalidate or render unenforceable such provision in any other jurisdiction.

Furthermore, if any restriction or limitation in this Agreement is deemed to be unenforceable because it is unreasonable, onerous, or unduly restrictive, it will not be stricken in its entirety and held totally void and unenforceable, but will remain effective to the maximum extent permissible within the court ruling.

i) The terms and provisions of sections 1, 2.3, 4, 5, 6, 7, 8 and 9, and any other terms or provisions which by their nature are intended to survive, shall survive any termination or expiration of this Agreement.

j) This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

10. Arbitration.

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY.

10.1. This section 10 provides that disputes may be resolved by binding arbitration. Arbitration replaces the right to go to court, have a jury trial or initiate or participate in a class action. In arbitration, disputes are resolved by an arbitrator, not a judge or jury. Arbitration procedures are simpler and more limited than in court. This arbitration is governed by the Federal Arbitration Act (FAA), and will be interpreted in the broadest way the law will allow.

10.2 Covered Claims.

a) Customer or WEX may arbitrate any claim, dispute, or controversy (each a “Claim”) between Customer and WEX arising out of or related to this Agreement or the relationship between Customer and WEX. Claims include disputes relating to incentives or benefits relating to your account.

b) If arbitration is chosen by any party, neither Customer nor WEX may litigate that Claim in court or have a jury trial on that Claim.

c) Except as stated below, all Claims are subject to arbitration, no matter the legal theory on which they are based on or the remedy (damages, or injunctive or declaratory relief) they seek, including: (i) Claims based on contract, tort (including intentional tort), fraud, agency, any party’s negligence, statutory or regulatory provisions, or any other sources of law;

(ii) Claims made as counterclaims, cross-claims, third-party claims, interpleaders, or otherwise; (iii) Claims made regarding past, present, or future conduct; and (iv) Claims made independently or with other claims. This also includes Claims made by or against anyone connected with Customer or WEX, or by someone making a claim through Customer or WEX, such as an employee, agent, representative or an affiliated/parent/subsidiary company.

10.3 Arbitration Limits

a) Individual Claims filed in a small claims court are not subject to arbitration, as long as the matter stays in small claims court.

b) Claims brought as part of a class action, private attorney general, or other representative action can be arbitrated only on an individual basis. The arbitrator has no authority to arbitrate any claim on a class or representative basis and may award relief only on an individual basis. If arbitration is chosen by any party, neither Customer nor WEX may pursue a Claim as part of a class action or other representative action. Claims of 2 or more persons may not be combined in the same arbitration.

10.4 How Arbitration Works.

a) Arbitration will be conducted by the American Arbitration Association (“AAA”) according to this arbitration provision and the applicable AAA arbitration rules in effect when the claim is filed (“AAA Rules”), except where those rules conflict with this arbitration provision. The AAA Rules may be obtained at the AAA’s website (www.adr.org) or by calling 800-778-7879.

Customer or WEX may choose to have a hearing, appear at any hearing by phone or other electronic means, and/or be represented by counsel. Any in-person hearing will be held in the same city as the U.S. District Court closest to Customer’s billing address.

b) If the AAA is not available to conduct the arbitration, then Customer or WEX may petition a court of appropriate jurisdiction to designate an appropriate arbitrator.

c) Arbitration may be requested at any time, even where there is a pending lawsuit, unless a trial has begun or a final judgment entered. Neither Customer nor WEX waives the right to arbitrate by filing or serving a complaint, answer, counterclaim, motion, or discovery in a court lawsuit. To choose arbitration, a party may file a motion to compel arbitration in a pending matter and/or commence arbitration by submitting the required AAA forms and requisite filing fees to the AAA.

d) The arbitration will be conducted by a single arbitrator in accord with this arbitration provision and the AAA Rules, which may limit discovery. The arbitrator shall not apply any federal or state rules of civil procedure for discovery, but the arbitrator shall honor claims of privilege recognized at law and shall take reasonable steps to protect Confidential Information of either party if requested to do so. The arbitrator will apply applicable substantive law consistent with the FAA and applicable statute of limitations, and may award damages or other relief under applicable law.

e) The arbitrator will make any award in writing and, if requested by Customer or WEX, will provide a brief statement of the reasons for the award. An arbitration award will decide the rights and obligations only of the parties named in the arbitration, and will not have any bearing on any other person or dispute.

10.5 Paying for Arbitration Fees. Arbitration fees will be allocated according to the applicable AAA Rules. All parties are responsible for their own attorney’s fees, expert fees, and any other expenses, unless the arbitrator awards such fees or expenses to Customer or WEX based on applicable law.

10.6 The Final Award.

a) Any award by an arbitrator is final unless a party appeals it in writing to the AAA within 30 days of notice of the award. The arbitration appeal shall be determined by a panel of 3 arbitrators. The panel will consider all facts and legal issues anew based on the same evidence presented in the prior arbitration, and will make decisions based on a majority vote. Arbitration fees for the arbitration appeal will be allocated according to the applicable AAA Rules. An award by a panel on appeal is final. A final award is subject to judicial review as provided by applicable law.

b) A final award may be entered in any court of appropriate jurisdiction.

10.7 Survival and Severability of Terms. This arbitration provision will survive changes in this Agreement and termination of your account or the relationship between Customer or WEX, including the bankruptcy of any party and any sale of your account, or amounts owed on your account, to another person or entity. If any part of this arbitration provision is deemed invalid or unenforceable, the other terms shall remain in force, except that there can be no arbitration of a class or representative Claim. This arbitration provision may not be amended, severed, or waived, except as provided in this Agreement or in a written agreement between Customer or WEX.

MFR NAME MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION UOI COO WEX List PriceSourcewell Price Discount Rate

Surfsight AI-12 Camera AI-12

Z6 is a dual camera that is designed to capture images and features in front of the vehicle and of the vehicle cab environment. EA USA 399.00$ 300.00$ 24.81%

Surfsight

Monthly AI-12

Service

Integrated Video Service into MyGeotab

Application

AI-12 is a dual camera that is designed to capture images and features in front of the vehicle and of the vehicle cab environment. EA USA 45.00$ 30.00$ 33.33%

Geotab GO Device GO Device

Plug n Play GPS device with OBDII connectivity (Light Duty Vehicles) It supports engine diagnostics and includes battery back up for alerting when the unit loses power or is unplugged. Supports quick, easy and inexpensive (self) installation. EA USA 150.00$ 100.00$ 33.33%

Geotab

GoRugged

Device GoRugged Device

Ruggedized telematics device for harsh conditions or external installation. EA USA 199.00$ 149.00$ 25.13%

Geotab Harnesses Harness

Any of the following:

HRN-BS16S4

HRN-CW03K3-A

HRN-DS06S4

HRN-DS06T2-A

HRN-GS09K2

HRN-GS16K22-A

HRN-GR09K1-A

HRN-RS12S2

HRN-RW03K4-A EA USA 50.00$ 35.00$ 30.00%

Geotab

Base Monthly

Service Base Monthly Service

Monthly Subscription Service for GO Devices with base level data EA USA 13.00$ 10.00$ 23.08%

Geotab

Pro Monthly

Service Pro Monthly Service Monthly Subscription Service for GO Devices EA USA 21.95$ 16.00$ 27.11%

Geotab

Pro-Plus

Monthly

Service Pro Plus Monthly Service

Monthly Subscription Service for GO Devices with pro plus level data EA USA 29.95$ 19.00$ 36.56%

Geotab GO9 Standard Device GO9 Standard Device EA USA -$ -$ 0.00%

Geotab GR9 Standard Device GR9 Standard Device EA USA 30.00$ 20.00$ 33.33%

Geotab

HRN-BS16S4

HRN-CW03K3-

A

HRN-DS06S4

HRN-DS06T2-A

HRN-GS09K2

HRN-GS16K22-

A

HRN-GR09K1-

A

HRN-RS12S2

HRN-RW03K4-

A

HRN-BS16S4

HRN-CW03K3-A

HRN-DS06S4

HRN-DS06T2-A

HRN-GS09K2

HRN-GS16K22-A

HRN-GR09K1-A

HRN-RS12S2

HRN-RW03K4-A -$ -$ 0.00%

Geotab

ProPlus Self-

Installation

Bundle Plan

ProPlus Self-

Installation Bundle

Plan EA USA 34.95$ 20.95$ 40.06%

ProPlus Self-Installation Bundle - includes (1) GO device and (1) harness listed below

Self-Installation Bundle Plans

T&Cs for Sawatch Analytics for Sourcewell This Analytics Agreement, including all attachments and order forms (this “Agreement’) is effective as of the last signature date set forth in the signature block of this Agreement (the “Effective Date”) and is by and between Sawatch, Inc., a WEX Company d/b/a Sawatch Labs (“Sawatch”) on behalf of itself and its affiliates and Client.

Sawatch and Client may also hereinafter be individually referred to as “Party” and collectively as “Parties.”

For good and valuable consideration, the receipt and sufficiency of which are hereby agreed and acknowledged, the Parties hereby agree as follows:

1. Definitions. Capitalized terms not otherwise defined in this Section 1 shall have the meanings assigned to them throughout this Agreement.

1.1 “Applicable Laws” means all laws, statutes, ordinances, treaties, codes, regulations, rules, governmental orders, and other regulatory requirements applicable to the delivery, use, access to, licensing of, and receipt of the System.

1.2 “Client” means the entity identified on the signature block.

1.3 “End User” means an employee requiring access to the System, and where each such employee has been authorized by the Client to access and the System pursuant to the Client’s license set forth in this Agreement and has been provided a password or access code for authentication purposes.

1.4 “Client Data” means information and data that the Client uploads or inputs during the Term into the System or provides to Sawatch to enable Client’s use of the System excluding Sawatch Data.

1.5 “System” means the Sawatch software, tool, and associated services as applicable, provided to Client pursuant to this Agreement.

1.6 “Term” has the meaning set forth in Section 4 (Term and Termination).

2. License.

2.1 Grant of License. Subject to the terms of this agreement and conditioned on timely payment and compliance with Applicable Laws, Sawatch hereby grants to the Client a non- exclusive, non-assignable, non-transferable limited license during the Term to:

a) use the System solely for its own business use; and

b) use and access the System up to the number of End Users as authorized under the applicable order form or as otherwise expressly set forth in this Agreement.

2.2 Acceptable Use and Use Limitations. Client will not directly or indirectly:

a) make the System available to anyone other than End Users;

b) reverse engineer, copy, modify, make derivative works of the System; decompile, decode, adapt, or otherwise attempt to gain access to or derive the source code of the System in whole or in part

c) develop a competing product;

d) exceed the total number of End Users authorized;

e) rent, lease, distribute, perform a service bureau function, sublicense, sell, publish, transfer, assign, or otherwise make the System available; or

f) remove any proprietary notices from the System or use or access the System in any manner that misappropriates, infringes, or violates the intellectual property rights or rights of a party or that violates Applicable Laws.

2.3 Reservation of Rights. Sawatch reserves all rights not otherwise expressly granted or set forth in this Agreement.

2.4 Sawatch shall provide services, support, and/or other items as may be identified in an attachment or order form, to the extent applicable.

3. Fees and Payment.

3.1 Fees. Client shall pay applicable fees set forth in Attachment 1.

3.2 Invoicing. Invoicing will occur on a monthly basis. ACH payment processing is possible, but Client acknowledges and agrees that Client will contact Sawatch for set up and accepts the requirement of fees, including those resulting from set up procedures. Moreover, Client acknowledges and agrees that:

a) A service fee of three percent (3%) will be added to all credit card payments, where such service fee is subject to adjustment with at least ninety (90)-day prior written notice to Client pursuant to updates to credit card requirements, policies, and procedures;

b) Client shall be responsible for a $25 fee for non-sufficient funds;

c) In addition to other rights and remedies that may be available to Sawatch, payments made after the due date will be subject to interest on the past due amounts at a rate of 1.5% per month calculated daily, compounded monthly, or the highest rate permitted under Applicable Laws. Moreover, if outstanding amounts due (including interest and/or late fees) equal or exceed five thousand dollars ($5,000), then in addition to other rights and remedies, Sawatch shall have the right to suspend access to any products and/or services, including the System under this Agreement or to terminate the Agreement without waiving any rights to pursue payment.

3.2 Taxes. The fees provided in the pricing table as set forth in Attachment 1 (Fees and License) are exclusive of taxes and similar assessments. Client shall be responsible for all applicable taxes, including all sales, use, and excise taxes and any similar charges imposed by any federal, state, or local regulatory authority payable by a licensee of software.