These Ford Pro Telematics Data Terms (these “Telematics Data Terms”) govern your access to, and use of, the Ford Pro Telematics Data and associated Ford Pro Hardware in connection with the Service. Capitalized terms used but not defined herein have the meanings given to them in the ServiceTitan Terms of Use, as may be updated or otherwise modified from time to time as provided therein (the “Terms of Use”). You (or, if you are registering for an account or using the Service on behalf of a Corporate Entity, such Corporate Entity) are referred to throughout these Telematics Data Terms as “Customer.”
 

1. Subject to the limited license to use Ford Pro Telematics Data in connection with the Service granted to Customer in the Terms of Use, as further described in, and limited by, these Telematics Data Terms, Ford Pro retains all right, title and interest in and to the Ford Pro Telematics Data.
 

2. Access to, and use of, Ford Pro Telematics Data in connection with the Service may require integration with other websites or services (including via links in Mobile Apps or otherwise accessible through the Service) that are operated by, or are operated on Ford Pro’s behalf by, a third party (collectively, “Additional Services”). Additional Services may be operated by Ford Pro or its Affiliates or third parties (each, a “Third Party Service”). To the fullest extent permitted by Applicable Law, Ford Pro assumes no responsibility for, and Customer hereby releases Ford Pro from any and all Losses arising from, relating to or in connection with, Customer’s use of, any Third Party Services.
 

3. ALL FORD PRO TELEMATICS DATA, FORD PRO HARDWARE, ADDITIONAL SERVICES AND ANY OTHER THIRD-PARTY HARDWARE OR SOFTWARE THAT IS PROVIDED FOR ACCESS TO, OR USE OF, OR OTHERWISE USED IN CONNECTION WITH, THE FORD PRO TELEMATICS DATA, OR THE SERVICE OR ANY ADDITIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR CUSTOMER’S USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND CUSTOMER AGREES THAT IT HAS NOT RELIED UPON ANY WARRANTY, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, FORD PRO DOES NOT WARRANT THAT (a) CUSTOMER’S USE OF THE FORD PRO TELEMATICS DATA OR THE SERVICE OR ANY ADDITIONAL SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE FROM ERROR, OR MEET CUSTOMER’S REQUIREMENTS; (b) ALL CONTENT AND OTHER INFORMATION OBTAINED BY CUSTOMER FROM OR IN CONNECTION WITH THE FORD PRO TELEMATICS DATA OR THE SERVICE OR ANY ADDITIONAL SERVICES WILL BE ACCURATE AND RELIABLE; OR (c) ALL DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE FORD PRO TELEMATICS DATA OR THE SERVICE OR ANY ADDITIONAL SERVICES WILL BE CORRECTED. ALL CONTENT OBTAINED THROUGH THE FORD PRO TELEMATICS DATA OR THE SERVICE OR ANY ADDITIONAL SERVICES IS OBTAINED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT OR OTHER USE OF THE FORD PRO TELEMATICS DATA OR THE SERVICE OR ANY ADDITIONAL SERVICES.
 

4. Without limiting any provision of the Terms of Use, it is the sole responsibility of Customer to (a) notify any Operator that Data and PII may be collected in connection with use of the Service, as well as the type and nature of that Data and PII, (b) obtain all necessary consents for (including from any Operator as an express condition of use of, and prior to accessing, the Ford Pro Telematics Data or the Service or any Additional Services) Ford Pro’s collection and use, as described in these Telematics Data Terms and in the Terms of Use, of such Data and PII as required by Applicable Law and these Telematics Data Terms (collectively, “Consents”), and (c) notify any Operator of Customer’s Use of any application program interface provided by Ford Pro to enable Customer’s direct, remote interaction with a Connected Vehicle. Customer shall indemnify Ford Pro and hold Ford Pro harmless for any Losses or Claims arising from, relating to or in connection with any failure by Customer to obtain such necessary Consents. Customer shall provide upon Ford Pro’s request, documentation and artifacts, as well as take any other steps as may be required by Applicable Law, to support verification of Customer obtaining such necessary Consents. Customer shall maintain such documentation throughout the Term and for a period of at least two (2) years after the conclusion thereof, and agrees to provide Ford Pro access to inspect and make copies of such materials upon request.
 

5. Subject to Section 1, Customer may use and access the Ford Pro Telematics Data and Additional Services only in connection with its use and access of the Service, provided, in all cases, that such use and access is in compliance with these Telematics Data Terms and all Applicable Law, including, in each case, as relates to confidentiality and data privacy and protection. To the extent any Ford Pro Telematics Data that Ford Pro provided to Customer (including by and through the Service, as operated, maintained and made available by ServiceTitan) contains PII, and to the extent the provision of such PII is considered a Transfer regulated by Applicable Law, Customer (a) shall only use such PII for the limited and specified purposes set forth in these Telematics Data Terms and (b) shall abide by, and shall provide privacy protections in compliance with, Applicable Law. Upon giving notice, Ford Pro may take reasonable and appropriate steps to: (i) verify Customer’s compliance with Customer’s obligations under Applicable Law as they relate to any Transfer, and (ii) remediate any unauthorized Transfer by Customer. For the avoidance of doubt, except as permitted by this Section 5, Customer may not Transfer any Ford Pro Telematics Data, including any PII contained therein, provided to Customer by Ford Pro in connection with its use and access to such Ford Pro Telematics Data or the Service or any Additional Services, to any third party. Customer may not engage in any Transfer of PII (including any vehicle identification numbers) provided to Customer without the express written consent of Ford Pro. Without limiting any other provision of these Telematics Data Terms, Customer shall not, directly or indirectly, license or otherwise make available any Covered Data to any Country of Concern or Covered Person, nor to any other foreign Person without legally enforceable onward transfer restrictions in compliance with the U.S. Department of Justice Final Rule, 28 C.F.R. Part 202 (the “DOJ Rule”). Capitalized terms used in the preceding sentence and not otherwise defined herein shall have the meanings given to them in the DOJ Rule. Customer shall promptly notify Ford Pro in writing of any known or suspected violation of these restrictions, cooperate with Ford Pro in complying with reporting obligations under the DOJ Rule and maintain documentation evidencing compliance with these Telematics Data Terms, including this Section 5, and provide such documentation to Ford Pro upon request. Promptly after receipt of notice from Ford Pro or ServiceTitan instructing Customer to do so, Customer shall delete all Ford Pro Telematics Data indicated in the notice and cease all Transfers of such Ford Pro Telematics Data.
 

6. Ford Pro retains, and is or will be the sole and exclusive owner of, all right, title, and interest in and to all Intellectual Property (including all Intellectual Property contained in the Ford Pro Telematics Data and, as applicable, the Additional Services, other than certain Information and PII as set forth below) used in connection with or related in any way to the Ford Pro Telematics Data or the Additional Services. Certain portions of the Ford Pro Telematics Data and the Additional Services may be provided under Intellectual Property licenses from third parties and are subject to copyright or other Intellectual Property rights of such third parties. Customer may be held liable for any unauthorized copying or Transfer of such third party-supplied materials. Ford Pro may collect certain Data from Connected Vehicles that have been enrolled in the Service, for which Ford Pro is the sole and exclusive owner, and Customer expressly consents to Ford Pro’s collecting, Processing, disclosing and commercializing (including by and through Representatives of Ford Pro) of such Data (other than certain Information and PII as set forth below) for Ford Pro’s Business. Data will be Processed and stored in the United States of America. Customer further acknowledges that certain Data may contain PII, including PII gathered from the operation of Connected Vehicles (including GPS and other connected interfaces). To the extent any Data or Ford Pro Telematics Data contains PII that is traceable to Customer or its Operators, Ford Pro shall abide by, and shall provide privacy protection in compliance with, Applicable Law governing protection thereof. Within sixty (60) days after the conclusion of the term of your agreement with ServiceTitan with respect to the Service, Ford Pro shall delete all Customer and Operator PII in its possession or control, if and to the extent required by Applicable Law. With respect to Customer or Operator PII Processed by Ford Pro, and to the extent Ford Pro is considered a service provider or processor under Applicable Law with regard to such Processing, Ford Pro: (a) will not Transfer any Customer or Operator PII it collects in connection with the Service or Additional Services; (b) will not retain use or Transfer any Customer or Operator PII it collects in connection with the Service or Additional Services (including outside of the direct business relationship between Ford Pro and Customer) for any purpose other than the specific business purpose(s) described in these Telematics Data Terms; (c) will not combine Customer or Operator PII it receives from, or on behalf of, Customer with (i) PII that it receives from, or on behalf of, another person or persons or (ii) PII collected from Ford Pro’s own interaction with Customer or Operator except to the extent permitted under Applicable Law. Where permitted by Applicable Law, upon prior notice, Customer may take reasonable and appropriate steps to: (i) verify Ford Pro’s compliance with its obligations under Applicable Law as they relate to any Customer or Operator PII it collects in connection with the Service or Additional Services, including, where required, conducting reasonable assessments of Ford Pro’s policies and technical and organizational measures in support of such obligations, and (ii) stop and remediate Ford Pro’s unauthorized use of Customer or Operator PII it collects in connection with the Service or Additional Services. Ford Pro will provide reasonable assistance to Customer to enable Customer’s compliance with its customers’, Operators’ or Customer’s own requests made pursuant to Applicable Law. Ford Pro will be under no obligation to provide Ford Pro Telematics Data to Customer if prohibited by Applicable Law. All ownership, right, title and interest in and to all Information shall be the sole and exclusive property of Customer or, if Customer is not the owner thereof, the Person that owns such Information. Ford Pro may also create a de-identified set of the Data (which does not contain any PII or Information that could be used to determine that such Data is related to Customer) and use such Data for Ford Pro’s Business and other commercial purposes, and Customer consents to Ford Pro’s collection, Processing and retention of de-identified Data for such purposes and such other purposes as are described in these Telematics Data Terms. Customer will reasonably cooperate with Ford Pro and ServiceTitan regarding any legal process that may require production of Ford Pro Telematics Data, including providing prompt notice to Ford Pro of any legal process served on ServiceTitan that may require Ford Pro's cooperation for compliance.
 

7. Customer agrees that the Ford Pro Telematics Data and any Additional Services are provided only for Customer’s use of the Service, and that various conditions in which Connected Vehicles operate and in which the Ford Pro Telematics Data and any Additional Services are utilized may limit the availability of, or impact the accuracy of, the Ford Pro Telematics Data and Additional Services, or differ from what is provided or expected from the Ford Pro Telematics Data and Additional Services. Ford Pro makes no representation or warranty, express or implied, limited or otherwise, with respect to the ability of Customer’s Hardware, software or other systems to access or use the Ford Pro Telematics Data or any Additional Service. Factors that may impact the availability and accuracy of the Ford Pro Telematics Data and Additional Services include availability and strength of cellular coverage, wireless carrier outages and network interruptions, modem tampering or deactivation and material failures of Ford Pro Telematics Data supplying components in Connected Vehicles. Ford Pro shall be under no obligation to cause modems to be (or to remain) activated by Operators after an Operator receives a Connected Vehicle. If Customer uses any third-party Hardware or software that has not been provided or approved by Ford Pro, additional terms and conditions may apply and such use may affect the availability of the Ford Pro Telematics Data or the applicable Additional Service, and Ford Pro is not responsible for any impact of using such third-party Hardware or software, including due to any such third-party Hardware or software not being supported by Ford Pro in connection with the Ford Pro Telematics Data or Additional Services. Customer shall exercise reasonable judgment in Customer’s use of any Ford Pro Telematics Data or Additional Services.

8. MISCELLANEOUS.

(a) Privacy; PII. Ford Pro may collect Data from Customer (including contact information) in connection with the Service and Additional Services. Customer, for itself and on behalf of its Affiliates, agrees and consents to Ford Pro’s use of such Data to market, advertise and promote Ford Pro’s and its business partners’ products and services that Ford Pro believes may be of interest to Customer or its Affiliates. Customer acknowledges it has read and agrees to the Ford Pro Privacy Notice, which is available at www.fordpro.com/en-us/privacy (as amended from time to time, the “Privacy Notice”). For more information on how a recipient of our marketing communications may opt-out from such communications or withdraw this consent, please see the Privacy Notice.

(b) Cellular Carriers. Customer agrees that Ford Pro cannot guarantee the quality, availability or security of wireless transmissions or the transportation mobility cloud and comparable systems that support Customer’s use of the Service, and Ford Pro is not and will not be liable to Customer for any lack of quality, availability or security relating to the use of a wireless service provider with respect to any part of the Service or Additional Services.

(c) Interaction with Other Agreements. These Terms govern Customer’s access to, and use of, the Ford Pro Telematics Data and associated Ford Pro Hardware solely in connection with the Service, as provided by ServiceTitan, and shall not be deemed to supersede, amend or otherwise modify in any way any other agreement existing between Customer and Ford Pro, including in connection with any similar service or any other service which relies, in whole or in part, upon the same or similar Data. In the event of a conflict between any one or more terms or conditions of the Terms of Use and these Telematics Data Terms, these Telematics Data Terms will control. These Telematics Data Terms and Customer’s use of the Services and the Additional Services are subject to the following terms, which may be supplemented from time to time in the Privacy Notice: (i) the Fleetio (Rarestep, Inc.) Terms of Service, available at https://www.fleetio.com/terms, and the Fleetio (Rarestep, Inc.) Privacy Policy, available at https://www.fleetio.com/privacy, (ii) the SambaSafety (Safety Holdings, Inc.) Driver Record Monitoring Service Addendum, available at https://content.fordpro.com/content/dam/fordpro/us/en-us/pdf/subscriptions/SambaTermsandConditions.pdf, (iii) the Lytx (Lytx, Inc.) Terms and Conditions, available at https://fleetaccount.ford.com/account-static/FordProLytx/FordPro_Lytx_TC_en-US.pdf (including third-party warranty applicable to Lytx dashcam products), (iv) the User Terms for Ford Pro Security Package for Fleet (“FSP”), available at https://fleetaccount.ford.com/account-static/FordProFSP/FordPro_FSP_TC_US_CA.pdf (English - U.S. & Canada) and https://fleetaccount.ford.com/account-static/FordProFSP/FordPro_FSP_TC_fr-CA.pdf (French - Canada), (v) the Geotab Product Passthrough Terms, available at https://fleetaccount.ford.com/account-static/FordProGeotab/FordPro_PID_TC_en-US.pdf (including third-party warranty applicable to Geotab PIDs), (vi) the CEI Third Party Services Addendum, available at https://fleetaccount.ford.com/account-static/FordProCEI/FordPro_CEI_TC_en-US.pdf, and (vii) the BeWhere Terms and Conditions, available at https://go.bewhere.com/BeWhere_FP_Customer_TsAndCs (English - U.S., Canada) and https://go.bewhere.com/BeWhere_FP_Customer_TsAndCs_FR (French - Canada) (including third-party warranty applicable to BeWhere asset tracker products), and (viii) the Google Maps Platform Terms of Service, available at https://cloud.google.com/maps-platform/terms, in each case, as may be amended from time to time.
(d) Modification. Ford Pro may modify these Telematics Data Terms at any time by updating the version of these Telematics Data Terms accessible at https://www.fordpro.com/en-us/termsandconditions/servicetitan. ServiceTitan may condition continued access to, and use of, Ford Pro Telematics Data in connection with the Service on acceptance thereof, and upon such acceptance (or such other time as specified therein), such modification will become effective and binding upon Customer. In each case, Customer’s continued access and use of Ford Pro Telematics Data in connection with the Service or any Additional Services shall serve as Customer’s acceptance of such modified terms. If Customer does not agree to these Telematics Data Terms or any such modification hereof that is made by Ford Pro in accordance with this Section 8(d), Customer must immediately stop accessing and using Ford Pro Telematics Data in connection with the Service and all applicable Additional Services and un-enroll all Connected Vehicles then enrolled in the Service.
(e) Language (For Canadian Customers Only). After being provided the French version of these Telematics Data Terms, Customer has requested and agreed that these Telematics Data Terms, and all notices and documentation relating to these Telematics Data Terms, be written exclusively in the English language. Après que la version française de cette entente lui ait été remise, le Client exige et accepte que la présente entente, de même que toute la correspondance et la documentation relative à cette entente, soient rédigées exclusivement en langue anglaise.
(f) Interpretation. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words “herein,” “hereto,” “hereof” and words of similar import refer to these Telematics Data Terms as a whole and not to any particular section hereof; (ii) the word “including” and words of similar import mean “including without limitation” or “including, but not limited to;” (iii) any pronoun includes the corresponding masculine, feminine and neuter forms; (iv) words in the singular or the plural include the plural or the singular, as the case may be; and (v) headings are for convenience only and shall not affect interpretation.
(g) Definitions. The following terms will have the meanings provided in this Section 8(g):
“Affiliate” of a Person shall mean an entity that directly, or indirectly through one or more intermediate entities, has at least fifty percent (50%) ownership of or is at least fifty percent (50%) owned by, or Controls or is Controlled by, that Person or is under common Control with that Person. For purposes of the foregoing, “Control” of a Person shall mean that an entity or group of Affiliate entities, directly or indirectly, owns or controls at least 25% of the voting stock, partnership interest or other ownership interest of that Person, whether through the ownership of voting securities or by contract or otherwise.
“Applicable Law” means any and all conventions, treaties, statutes, regulations and rules, as well as the judicial or administrative judgments, decisions, decrees, orders, injunctions or directives, demands, tariffs, embargoes, levies or comparable obligations of any Governmental Authority, which are in force or enacted on or after the Effective Date and are, in each case, legally binding as at the relevant time, whether civil, criminal or administrative.
“Claim” means a claim, allegation, action, cause of action, proceeding, demand, assertion, adjudication or suit made against or brought by a Person.
“Connected Vehicle” means a vehicle capable of transmitting Data either through an embedded Telematics Control Unit (TCU) or other Ford Pro Hardware.
“Data” means data, recorded information, vehicle commands or content, regardless of form or medium, that is derived from, generated by, captured in, transmitted through or streamed via Connected Vehicles and Hardware, and any transformation of the foregoing.
“Ford Pro’s Business” means Ford Pro’s and its Affiliates’ commercial purposes, including research, development and provision of existing or new products and services (including the Services, Additional Services and vehicles and related services), enhancement and optimization of products and services (including the Services, Additional Services and vehicles or other related services), accident research or investigations, warranty and contract compliance, maintenance or diagnostics and conducting research or analyses of Data.
“Governmental Authority” means any domestic or foreign government and its divisions (whether national, federal, state, provincial, local, tribal or otherwise), court of competent jurisdiction, administrative agency, arbitrator, arbitral tribunal, arbitral body, commission or other regulatory authority or quasi-regulatory authority acting under Applicable Law.
“Hardware” means any additional equipment that may be required to be installed separately to enable certain of the Services or Additional Services (e.g., a plug-in device or charging wall box), including Ford Pro Hardware.
“Information” means the nature and details of the business relationship established by your agreement with ServiceTitan, and the business and other information regarding you and your Affiliates.
“Intellectual Property” means all intellectual property and other similar proprietary rights in any jurisdiction worldwide, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks (including common law and registered trademarks), trade dress, service marks, certification marks, logos, slogans, trade names, brand names, corporate names, assumed names, business names and all other indicia of origin, including all registrations and applications of the foregoing and the goodwill associated with any of the foregoing; (ii) works of authorship and all other copyrightable works, including all copyrights, database rights, domain names and all registrations, applications and extensions of the foregoing, which may include components of the Services; (iii) trade secrets, invention disclosures, techniques, business and technical information, know-how and information; and (iv) inventions, ideas, discoveries, designs, drawings, developments, whether or not any of the foregoing are patentable, and any issued patents and pending patent applications, including any divisionals, continuations, continuations-in-part, reissues, continuing patent applications, reexaminations and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and like rights.
“Loss” means any damage, loss, cost, expense or liability (including reasonable attorneys’ fees and any charge, fine or other penalty imposed by a Governmental Authority), however arising and whether present or future, fixed or unascertained, actual or contingent.
“Operator” means any end user of Connected Vehicles, including Field Users, Administrative Users and Office Users, as applicable.
“Person” means an individual, corporation, partnership, firm, limited liability company, joint venture, trust, unincorporated organization, Governmental Authority, association, or any other legal entity.
“PII” means any Data or Information that when used separately or in combination with other information could identify an individual, is reasonably linked to an individual or is related to or about an identified or identifiable natural person who can be identified, located or contacted, directly or indirectly from the Data or Information that is provided to or obtained by Parties in connection with the Services or Additional Services.
“Process” means to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing” and “Processed” have correlative meanings.
“Representative” means a Person authorized by any contract, lease, license, indenture, agreement, commitment or other legally binding arrangement or under Applicable Law to act for or on behalf of another Person, including such Person’s Affiliates, directors, officers, employees, agents, subcontractors, outsourcers and suppliers.
“Transfer” means to provide, disclose, distribute, sell, resell, license, rent, lease or otherwise provide.