Third Party Terms

These Third Party Terms are incorporated into and supplement where applicable the FC End User License Agreement located at fleetcomplete.com/legal/ (“EULA”) under which Fleet Complete has agreed to provide the Service (as defined in the EULA) to Client.

Capitalized terms not defined herein shall have the meaning given in the EULA.

Client acknowledges and agrees that Fleet Complete has the right, in Fleet Complete’s sole discretion, to modify these Third Party Terms from time to time, and that modified terms become effective upon posting. Client will be notified of modifications through notifications or posts on fleetcomplete.com/legal/, or fleetcomplete.com or via direct email communication from Fleet Complete. Client is responsible for reviewing and becoming familiar with any such modifications. Client’s continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.

1. GOOGLE MAPS
   Client acknowledges that the Service utilizes Third Party Services from Google and therefore Client hereby accepts and agrees to be bound by the following terms and conditions: (i) the Google Terms of Service, (ii) the Google Maps/Google Earth Additional Terms of Service, (iii) the Google Maps/Google Earth Legal Notices, and (iv) the Google Privacy Policy.
2. HERE DATA
   Client acknowledges that the Service utilizes Third Party Services from HERE and therefore Client hereby accepts and agrees to be bound by the following terms and conditions: HERE End-user License Terms.
3. OEM TERMS
   If Client is using the Services in conjunction with specific original equipment manufacturers then the following additional terms apply:
   • A. ONSTAR REMOTE API SERVICES (GENERAL MOTORS)
     “Remote API Services” means OnStar LLC’s (“OnStar”) application programming interface(s) which allows Fleet Complete, or any authorized third parties, to receive Client Data and issue commands to any participating vehicle produced by General Motors for which Fleet Complete is authorized to access the Remote API Services.
   • If Client is using the Services in conjunction with a participating vehicle produced by General Motors, for which Fleet Complete utilizes the Remote API Services, then Client hereby acknowledges, agrees and consents that:
     • –  Client shall obtain the acknowledgement and consent of Vehicle Operators, for Fleet Complete to use the Remote API Service (including Vehicle Operators’ acknowledgment and consent to the collection, storage, use and sharing of its Personal Information and Client Data) and Client shall enter into a written agreement with each Vehicle Operator for each Vehicle Operator’s acknowledgment, agreement and consent to terms and conditions substantially similar to the terms and conditions set forth in this Section 2;
     • –  Fleet Complete is using the Remote API Services with the Client’s participating vehicle;
     • –  The Remote API Services are turned on all the time, even when other OnStar-branded services or any other media in the participating vehicle is turned off;
     • –  The Remote API Services may send participating vehicle tracking and other information to Fleet Complete on a regular and continuous basis;
     • –  The information that is sent to Fleet Complete through the Remote API Services may include information about the participating vehicle, its features, systems, diagnostics, location, speed, heading, timestamp, seat belt usage, and confirmation of Lock/Unlock/ Alert Horn/ Alert Lights.
     • –  Fleet Complete can send commands to the participating vehicle through the Remote API Services that may include commands to lock and unlock a participating vehicle, and/or alert horn and alert lights;
     • –  The Remote API Services are separate from the OnStar services that Client may be receiving. These terms and conditions apply to Fleet Complete’s use of the Remote API Services. No other terms and conditions, including the OnStar services terms and conditions, will apply to the Remote API Services.
     • –  As between OnStar and Fleet Complete, Fleet Complete is solely responsible for its use of the Remote API Services, any information it accesses or collects, and any commands it sends or fails to send through the Remote API Services; and,
     • –  OnStar and its affiliates are not responsible in any way to Client and Vehicle Operators for any liability related directly or indirectly to, (a) the Remote API Services, or (b) Fleet Complete’s use of the Remote API Services.
   • B. TOYOTA OEM TERMS
     If Client is using the Services in conjunction with a participating connected vehicle produced by Toyota, for which Fleet Complete utilizes the vehicle’s Connected Services, then Client hereby acknowledges, agrees and consents to the following:
   • Client hereby acknowledges and agrees that, in purchasing or leasing the Toyota Vehicles, each of which is equipped with “Connected Services” (as described at https://www.toyota.com/connected-services/ (as such website may be updated from time to time)) (each a “Toyota Program Vehicle”), Client has consented to, and Client hereby confirms its continued consent to, Toyota Motor Sales, U.S.A., Inc.’s (“Toyota”) and its Affiliates’ collection, use, storage, sharing, and securing, in each case in accordance with Toyota’s Connected Services Privacy Notice located at https://www.toyota.com/privacyvts/ (as such notice may be updated from time to time), of Personal Information and Vehicle Data (each as defined below) from such vehicles and from Client (including any drivers or lessees of Toyota Program Vehicles or other third parties to whom Client makes Toyota Program Vehicles available).
     For the purposes of interpreting these Toyota OEM Terms only, the following definitions shall apply:
     • –  “Personal Information” means any data or information that is subject to any applicable data protection laws (including, but not limited to, names, addresses, telephone numbers, email addresses, dates of birth, social security and similar personal identification numbers, and all driver-related information) that is provided to or collected, used, stored, shared, or secured by Toyota in connection with the Toyota Program Vehicles.
     • –  “Vehicle Data” means any data or information remotely collected by Toyota from the Program Vehicles, which includes but is not limited to location data, remote data, driving data, vehicle health data, multimedia screen data, voice recordings, and voice recognition recordings, each as further described in Toyota’s Connected Services Privacy Notice.
     • –  “Affiliate” means any person or company that controls, is controlled by, or is under common control with, a party, including any holding company, any subsidiary, or any service corporation of a party. With respect to Toyota, the term “Affiliate” includes, without limitation, both Toyota Motor Corporation and Toyota Connected North America, Inc.

   • Client hereby acknowledges and agrees that the foregoing consent shall continue to apply unless and until Client deactivates Connected Services for the applicable Toyota Program Vehicles by notifying Toyota as provided in Toyota’s Connected Services Privacy Notice (or by such other process as may be agreed by Client and Toyota from time to time). Client shall notify Toyota immediately upon the sale or other transfer of a Toyota Program Vehicle and Client acknowledges and agrees that if Client does not notify Toyota immediately upon a sale or transfer of a Toyota Program Vehicle, Toyota may continue to send reports or other information about the vehicle or account to Client’s contact information currently on file with Toyota. In such case, Toyota shall not be responsible for any privacy-related damages that Client may suffer.

   • Client hereby further consents to the provision by Toyota and its Affiliates of vehicle telematics data generated by the Toyota Program Vehicles to Fleet Complete and Fleet Complete’s relevant licensors and suppliers, and to Fleet Complete and Fleet Complete’s relevant licensors and supplier’s communications with Toyota and its Affiliates regarding the access, provisioning, and operations of such telematics data. The foregoing consent is granted until the earlier of (i) the expiration or termination of the Data Services Agreement between Toyota and Fleet Complete or Fleet Complete’s relevant licensors and suppliers, as the context requires, and (ii) ten (10) days after Client’s written notice to Toyota of revocation of such consent identifying the applicable Toyota Program Vehicle(s) by Vehicle Identification Number. Client acknowledges and agrees that, until the foregoing consent is terminated by Client with respect to the applicable Toyota Program Vehicles, Toyota may continue to provide telematics data regarding such vehicles to Fleet Complete and Fleet Complete’s relevant licensors and suppliers, and Toyota is not responsible for any privacy-related damages that Client may suffer as a result of any failure by Client to timely terminate such consent.

   • Client shall (i) indemnify, hold harmless and defend Toyota and its Affiliates for any breach of its obligations to obtain and comply with this agreement and to comply with law as provided in the section above, for any third party claims arising from Client’s use of data from such Toyota Program Vehicle or Fleet Complete or Fleet Complete’s relevant licensors and suppliers and for any claims brought by drivers or lessees of such Toyota Program Vehicle arising from Toyota’s collection, use or disclosure to Fleet Complete or Fleet Complete’s relevant licensors and suppliers of such data; and (ii) name Toyota and its Affiliates as intended third party beneficiaries of the foregoing provisions with rights to enforce such provisions.

   • All notices related to this consent shall be given in writing, and shall be either given electronically in accordance with advance written instructions provided jointly by Toyota and Fleet Complete or personally delivered or sent by receipted overnight courier or registered or certified mail (return receipt requested) to the address set forth at the top of the relevant Order Form for Client and Fleet Complete, and to the address set forth below for Toyota. All such notices shall be effective upon receipt or refusal thereof. Notice addresses may be changed by written notice given as provided herein.
     

   • TOYOTA CONTACT INFO FOR NOTICES:
     Toyota Motor North America, Inc. 6565 Headquarters Drive
     Plano, Texas 75024
     Attention: Mark McClung, Connected Strategy and Business Development
     

   • With a concurrent copy to:
     Toyota Motor North America, Inc. 6565 Headquarters Drive
     Plano, Texas 75024 Attention: General Counsel.

4. FC VISION™
   FC Vision™ Consent, Disclaimer and Limitation of Liability. The Service includes a Third Party Service known as FC Vision™ (“FC Vision”).  If FC Vision is activated by Client then Client hereby consents to the collection, storage and use of Client Data and specifically including the video data collected through the use of FC Vision as described in the Documentation by LightMetrics, Inc. (“LightMetrics”), Fleet Complete’s licensor of the FC Vision software. With respect to Client Data, Fleet Complete is the Data Processor and LightMetrics is the sub-processor and Fleet Complete shall cause LightMetrics to collect, store and use Client’s Client Data in accordance with Client’s instructions. In addition, the following disclaimers and limitations on Fleet Complete and its licensor’s liability apply:
   • –  FC Vision is only meant to aid and augment the Vehicle Operator’s own skill and attention when driving a Vehicle.
   • –  FC Vision’s primary function is to alert the Vehicle Operator to certain events described in the Documentation and accordingly, does not replace the Vehicle Operator’s requirement to be attentive to the surrounding traffic conditions, and drive in a legal and responsible manner without any distraction of any sort.
   • –  It is expected that the Vehicle Operators do not rely on the FC Vision warnings as a substitute for their own judgement and attention. Certain features may not work in situations such as: (a) where visibility is challenging due to prevailing weather conditions; (b) lanes not being clearly marked or visible; (c) when the Vehicle is following a vehicle other than cars, buses or trucks; (d) when the camera’s field of view is occluded; (e) degradation of WiFi connection between camera and mobile device; and/or (f) changes in camera orientation post-installation.
   • –  SAVE AS OTHERWISE EXPRESSLY PROVIDED HEREIN, UNDER NO CIRCUMSTANCES WILL FLEET COMPLETE OR ITS LICENSORS (INCLUDING LIGHTMETRICS) BE RESPONSIBLE FOR ANY DAMAGES OR LIABILITIES WHATSOEVER THAT ARISE ON ACCOUNT OF A VEHICLE OPERATOR’S USE OF FC VISION.
5. BIG ROAD FREIGHT™
   The Service includes a Third Party Service known as Big Road Freight™ (“FC Big Road”). If FC Big Road is activated by Client then Client hereby consents to the additional collection, storage and use of the Client Data through the use of FC Big Road by FleetRover, Inc, Fleet Complete’s licensor of the FC Big Road software, and in accordance with the EULA and the FC Big Road specific privacy policy located at https://bigroad.com/privacy/, as may be amended from time to time, and which is incorporated herein by reference. FC Big Road contains links to other websites and applications provided by independent third parties (“Third Party Sites”). Where possible, BigRoad will make clear where such links are being made, though Third Party Sites may be co-branded with BigRoad and include the BigRoad trademark. The Client acknowledges that Fleet Complete has no authority or control whatsoever over Third Party Sites, and is not responsible for the availability or content of Third Party Sites and will not be a party to, or liable or responsible in any way for, any information, declaration, misrepresentations, errors, omissions or any transaction concerning goods or services available from such Third Party Sites, and Client’s rights and obligations will solely depend upon the terms and conditions stated in such Third Party Sites.

[END OF THIRD PARTY TERMS]

Last updated: September 19, 2023