Terms & Conditions

WestCoast GPS Online Terms and Conditions

Updated: June 10, 2026

These Online Terms and Conditions (these “Terms”) govern access to and use of the fleet telematics solutions, software, applications, dashboards, interfaces, reports, alerts, tools, data feeds, APIs, documentation, support, and related services made available by WestCoast GPS (“WestCoast,” “we,” “us,” or “our”) and described generally as WestCoast’s telematics services for fleet management (collectively, the “WestCoast Telematics Services”). By clicking to accept these Terms, executing an order, subscription form, statement of work or other ordering document that references these Terms (each, an “Order”), or by accessing or using any WestCoast Telematics Services, the customer identified in the applicable Order (“Customer”) agrees to be bound by these Terms and the WestCoast Privacy Policy available at [to be added to our website next week] (the “Privacy Policy“), which is incorporated herein by reference. WestCoast and Customer may be referred to herein individually as a “Party” and together as the “Parties.”

1. WestCoast Telematics Services.

(a) Subject to these Terms and the applicable Order, WestCoast will make the WestCoast Telematics Services available to Customer during the applicable subscription term solely for Customer’s internal business purposes in connection with Customer’s owned, leased, managed, or otherwise authorized vehicles and fleet operations.

(b) The WestCoast Telematics Services may include access to certain vehicle-related data for specific vehicles, including telematics, vehicle diagnostic, location, odometer, trip, maintenance, safety, EV, driver behavior, and similar data, where available and as applicable (collectively, “Vehicle-Specific Data”). WestCoast’s handling of Vehicle-Specific Data that constitutes personal information is described in the Privacy Policy. Customer acknowledges and agrees that certain Vehicle-Specific Data is obtained by WestCoast from third-party sources, licensors, suppliers, OEMs, aggregators, and platform providers, and that the availability, content, frequency, accuracy, completeness, format, and continuity of such Vehicle-Specific Data may vary by vehicle, OEM, region, hardware, permissions, consents, and other factors.

(c) WestCoast may also provide Customer with access to one or more software platforms, mobile applications, dashboards, APIs, reports, alerts, geofencing tools, maintenance tools, EV dashboards, driver safety tools, consent management tools, VIN eligibility tools, or other related services or functionality as part of the WestCoast Telematics Services.

(d) WestCoast may modify, enhance, update, replace, suspend, or discontinue portions of the WestCoast Telematics Services from time to time, provided that WestCoast will use commercially reasonable efforts not to materially reduce the core functionality of the

subscribed WestCoast Telematics Services during the then-current subscription term, except where such change is required by law, by a third-party provider, for security reasons, or due to the unavailability of third-party data or services.

2. Account Access; Authorized Users.

(a) Customer is responsible for all access to and use of the WestCoast Telematics Services through Customer’s accounts, credentials, systems, and Authorized Users. “Authorized User” means any employee, contractor, or agent of Customer whom Customer authorizes to access or use the WestCoast Telematics Services on Customer’s behalf.

(b) Customer shall ensure that all Authorized Users comply with these Terms. Customer is liable for all acts and omissions of its Authorized Users in connection with these Terms as if such acts and omissions were those of Customer.

(c) Customer shall maintain the confidentiality and security of all account credentials and shall promptly notify WestCoast of any actual or suspected unauthorized access to or use of the WestCoast Telematics Services.

3. Customer Responsibilities; Consents.

(a) Customer is solely responsible for obtaining and maintaining all necessary rights, authorizations, notices, and consents from vehicle owners, drivers, employees, contractors, passengers, and any other applicable persons or entities required for Customer’s collection, receipt, access, monitoring, use, disclosure, and processing of Vehicle-Specific Data and any other information processed through the WestCoast Telematics Services. Customer shall make the Privacy Policy available to such persons where required by applicable law.

(b) Without limiting the foregoing, Customer shall ensure that its use of the WestCoast Telematics Services and Vehicle-Specific Data complies with all applicable laws, rules, and regulations, including those relating to privacy, data protection, employment, labor, monitoring, tracking, consumer protection, telecommunications, and vehicle or fleet operations.

(c) If any person withdraws consent, objects to tracking or monitoring, or requests that data collection or processing cease, Customer shall promptly take all necessary actions to honor such request and, where applicable, promptly notify WestCoast and provide any information reasonably requested by WestCoast to effect such request.

(d) WestCoast shall have no responsibility or liability associated with obtaining, verifying, or maintaining any such permissions or consents.

4. License; Restrictions.

(a) Subject to Customer’s compliance with these Terms and payment of all applicable fees, WestCoast grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the WestCoast Telematics Services solely for Customer’s internal business purposes.

(b) Customer shall not, and shall not permit any third party to: (i) sell, resell, license, sublicense, distribute, rent, lease, timeshare, or otherwise make the WestCoast Telematics Services available to any third party, except to Customer’s Authorized Users as expressly permitted herein; (ii) modify, copy, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, algorithms, or trade secrets from any portion of the WestCoast Telematics Services, except to the extent such restriction is prohibited by applicable law; (iii) access or use the WestCoast Telematics Services to build a competitive product or service or for benchmarking or competitive analysis purposes; (iv) remove, alter, or obscure any copyright, trademark, proprietary rights, or attribution notices; (v) use the WestCoast Telematics Services in any unlawful manner or in violation of these Terms; (vi) circumvent or breach any security device, access control, usage limit, or technical restriction of the WestCoast Telematics Services; or (vii) access or use any data, services, systems, or environments of WestCoast or its providers other than as expressly authorized under these Terms.

(c) Customer shall use reasonable best efforts to prevent unauthorized access to or use of the WestCoast Telematics Services and shall promptly notify WestCoast of any such unauthorized access or use.

5. Fees; Payment.

(a) Customer shall pay all fees set forth in the applicable Order or otherwise presented to and accepted by Customer in connection with the WestCoast Telematics Services. Except as otherwise expressly stated in the applicable Order, all fees are quoted and payable in U.S. dollars and are non-cancelable and non-refundable.

(b) Unless otherwise stated in the applicable Order, WestCoast may invoice fees monthly in advance or in arrears, as applicable, and Customer shall pay all undisputed amounts within thirty (30) days after the invoice date.

(c) Customer is responsible for all sales, use, excise, value-added, goods and services, harmonized, withholding, and other similar taxes, duties, and levies of any kind imposed by any governmental authority in connection with these Terms or the WestCoast Telematics Services, other than taxes based on WestCoast’s net income.

(d) If Customer fails to pay any undisputed amount when due, WestCoast may, upon written notice, charge interest on the overdue amount at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and may suspend access to the WestCoast Telematics Services until all past due amounts are paid in full.

(e) WestCoast may modify fees for any renewal term by providing Customer prior written notice. If Customer does not agree to such modified fees, Customer’s exclusive remedy is to elect not to renew the applicable subscription term by providing notice before the renewal takes effect.

6. Third-Party Services and Data Sources.

(a) Customer acknowledges that the WestCoast Telematics Services may incorporate, interoperate with, or depend on third-party services, software, telecommunications, hardware, APIs, cloud services, OEM systems, vehicle connectivity systems, and data sources.

(b) WestCoast is not responsible for the acts or omissions of any such third-party providers or for any unavailability, interruption, delay, inaccuracy, incompleteness, modification, or discontinuation of third-party services or data sources.

(c) WestCoast may suspend, limit, modify, or terminate access to any portion of the WestCoast Telematics Services or Vehicle-Specific Data if a third-party provider ceases to provide required services or data, restricts WestCoast’s rights, imposes unreasonable conditions or charges, or if WestCoast reasonably determines such action is necessary to comply with legal, contractual, or technical requirements.

7. Customer Data.

(a) As between the Parties, Customer retains all right, title, and interest in and to data, information, records, files, and other materials that Customer or its Authorized Users submit to, upload to, or transmit through the WestCoast Telematics Services, excluding Vehicle-Specific Data and any WestCoast technology, analytics, reports, or derivative outputs generated by the WestCoast Telematics Services (“Customer Data”).

(b) Customer grants WestCoast a non-exclusive, worldwide, royalty-free right during the term to host, copy, transmit, display, process, modify, and otherwise use Customer Data as reasonably necessary to provide, maintain, support, secure, and improve the WestCoast Telematics Services and to perform WestCoast’s obligations under these Terms.

(c) Customer represents and warrants that it has all rights necessary to provide Customer Data to WestCoast and to grant the rights set forth in these Terms.

(d) WestCoast may collect and use aggregated, de-identified, or anonymized information derived from the use of the WestCoast Telematics Services for lawful business purposes, including analytics, service improvement, security, and benchmarking, provided such information does not identify Customer or any individual, all as further described in the Privacy Policy.

8. Intellectual Property.

(a) As between the Parties, WestCoast and its licensors retain all right, title, and interest in and to the WestCoast Telematics Services, Vehicle-Specific Data, all software, technology, documentation, content, reports, designs, interfaces, workflows, know-how, trademarks, service marks, and other intellectual property embodied in or used to provide the foregoing, and all modifications, enhancements, and derivative works thereof.

(b) Except for the limited rights expressly granted herein, no rights are granted to Customer by license, implication, estoppel, or otherwise.

(c) Customer may provide suggestions, ideas, feedback, or recommendations regarding the WestCoast Telematics Services, and WestCoast may use the same without restriction or obligation.

9. Confidentiality.

(a) “Confidential Information” means any non-public information disclosed by one Party to the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of WestCoast includes the WestCoast Telematics Services, pricing, technical information, documentation, security information, and non-public business information. Confidential Information of Customer includes Customer Data.

(b) The receiving Party shall: (i) use the disclosing Party’s Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms; (ii) not disclose such Confidential Information to any third party except to its employees, contractors, advisors, and service providers who have a need to know the same for purposes of these Terms and who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) protect such Confidential Information using at least reasonable care.

(c) The foregoing obligations shall not apply to information that the receiving Party can demonstrate: (i) was already known to the receiving Party without restriction before disclosure; (ii) is or becomes publicly available through no breach of these Terms; (iii) is

rightfully received from a third party without breach of any obligation of confidentiality; or (iv) was independently developed without use of or reference to the disclosing Party’s Confidential Information.

(d) If the receiving Party is required by law, regulation, or court order to disclose Confidential Information, it may do so, provided that, to the extent legally permitted, it gives prior notice to the disclosing Party and reasonably cooperates, at the disclosing Party’s expense, in any effort to seek confidential treatment or protective relief.

10. Privacy and Data Processing.

(a) Customer acknowledges that the WestCoast Telematics Services involve the processing of vehicle, driver, location, trip, diagnostic, and related data, which may constitute personal information, personal data, or similar regulated information under applicable law. WestCoast’s collection, use, and disclosure of personal information in connection with the WestCoast Telematics Services is described in the Privacy Policy, and Customer acknowledges that it has reviewed the Privacy Policy.

(b) Customer is solely responsible for determining whether its use of the WestCoast Telematics Services requires any privacy notices, consents, policies, impact assessments, labor consultations, or other compliance measures and for implementing the same. Customer should review the Privacy Policy to understand the data practices associated with the WestCoast Telematics Services when conducting such assessments.

(c) To the extent WestCoast processes personal information or personal data on behalf of Customer as a processor or service provider, WestCoast shall process such data in accordance with the Privacy Policy and any additional data processing terms required by applicable law and made available by WestCoast.

11. Suspension.

WestCoast may suspend Customer’s or any Authorized User’s access to or use of all or any part of the WestCoast Telematics Services immediately upon notice if WestCoast reasonably believes that: (a) Customer has materially breached these Terms; (b) suspension is necessary to prevent unauthorized access to, misuse of, or damage to the WestCoast Telematics Services, Vehicle-Specific Data, WestCoast systems, or any third-party systems; (c) suspension is required by law or requested by a governmental authority; (d) a third-party provider has suspended or terminated WestCoast’s access to relevant services or data; or (e) Customer’s use poses a security, legal, or operational risk. WestCoast will use commercially reasonable efforts to limit any suspension to the affected portion of the WestCoast Telematics Services and to restore access promptly once the issue is resolved, if resolution is reasonably possible.

12. Term; Termination.

(a) These Terms commence on the earlier of Customer’s acceptance of these Terms or Customer’s first access to or use of the WestCoast Telematics Services and continue until all Orders have expired or been terminated.

(b) The term of each Order shall be as stated in the applicable Order. Unless otherwise specified in the applicable Order, each Order shall automatically renew for successive renewal terms equal to the initial term unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

(c) Either Party may terminate these Terms or any applicable Order upon written notice if the other Party materially breaches these Terms or such Order and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.

(d) Either Party may terminate these Terms or any applicable Order immediately upon written notice if the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or ceases to conduct business in the ordinary course.

(e) WestCoast may terminate these Terms or any applicable Order, in whole or in part, upon written notice if any third-party data source or service provider necessary to provide all or a substantial portion of the WestCoast Telematics Services or Vehicle-Specific Data ceases to make the same available to WestCoast, materially restricts WestCoast’s rights, or imposes commercially unreasonable terms.

13. Effect of Termination.

Upon expiration or termination of these Terms or any applicable Order: (a) all rights granted to Customer under these Terms with respect to the terminated WestCoast Telematics Services shall immediately cease; (b) Customer shall immediately cease all access to and use of the terminated WestCoast Telematics Services and Vehicle-Specific Data; (c) each Party shall, upon written request of the other Party, return or destroy the other Party’s Confidential Information in its possession or control, except that a Party may retain copies as required by applicable law or bona fide internal record-retention policies; and (d) any accrued payment obligations and any provisions that by their nature should survive shall survive, including provisions relating to fees, intellectual property, confidentiality, privacy (including the Privacy Policy), disclaimers, limitations of liability, indemnification, governing law, and dispute resolution.

14. Warranties; Disclaimers.

(a) Each Party represents and warrants that it has the power and authority to enter into these Terms and that its execution, delivery, and performance of these Terms do not violate any agreement by which it is bound.

(b) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14(a), THE WESTCOAST TELEMATICS SERVICES, VEHICLE-SPECIFIC DATA, REPORTS, OUTPUTS, ALERTS, APIs, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WESTCOAST DOES NOT REPRESENT OR WARRANT THAT THE WESTCOAST TELEMATICS SERVICES OR ANY VEHICLE-SPECIFIC DATA WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR THAT ANY DEFECTS WILL BE CORRECTED.

(c) WITHOUT LIMITING THE FOREGOING, WESTCOAST MAKES NO REPRESENTATION OR WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE WESTCOAST TELEMATICS SERVICES OR ANY VEHICLE-SPECIFIC DATA, OR THAT THE SAME WILL SATISFY CUSTOMER’S REQUIREMENTS OR COMPLY WITH ANY LEGAL OR REGULATORY OBLIGATION APPLICABLE TO CUSTOMER.

(d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WESTCOAST EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

(e) Customer acknowledges that telematics and vehicle data may be delayed, incomplete, unavailable, corrupted, or inaccurate and should not be relied upon as the sole basis for emergency response, safety-critical decisions, driver discipline, employment decisions, legal compliance, or maintenance decisions without independent verification.

15. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WESTCOAST OR ITS AFFILIATES, LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE WESTCOAST TELEMATICS SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE AGGREGATE LIABILITY OF WESTCOAST AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THESE TERMS OR THE

WESTCOAST TELEMATICS SERVICES SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO WESTCOAST UNDER THE APPLICABLE ORDER FOR THE WESTCOAST TELEMATICS SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) The exclusions and limitations in this Section shall apply regardless of the form of action, whether in contract, tort, negligence, strict liability, statute, or otherwise, and shall not apply to liability that cannot be excluded or limited under applicable law.

16. Indemnification.

(a) Customer shall indemnify, defend, and hold harmless WestCoast, its affiliates, and their respective officers, directors, employees, agents, contractors, licensors, suppliers, successors, and assigns from and against any and all claims, actions, proceedings, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (i) Customer’s or any Authorized User’s access to or use of the WestCoast Telematics Services or Vehicle-Specific Data in violation of these Terms or applicable law; (ii) Customer Data; (iii) Customer’s failure to obtain or maintain any required notices, permissions, or consents; (iv) Customer’s products, services, or business operations; or (v) any allegation by a third party arising from Customer’s monitoring, tracking, collection, or use of data concerning vehicles or individuals.

(b) WestCoast shall promptly notify Customer of any indemnifiable claim and shall reasonably cooperate with Customer, at Customer’s expense, in the defense of such claim. Customer shall control the defense and settlement of the claim, except that Customer shall not settle any claim in a manner that admits fault of, imposes obligations on, or fails to fully release WestCoast without WestCoast’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

17. Force Majeure.

WestCoast shall not be liable for any delay, failure, or interruption in performance resulting from causes beyond its reasonable control, including acts of God, acts of governmental authority, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, Internet or telecommunications failures, cloud or hosting failures, cyberattacks, utility outages, transportation delays, severe weather, failures of third-party service providers, or failures or restrictions of OEM systems or data sources.

18. Governing Law; Venue.

These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The Parties irrevocably submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia for the resolution of any dispute arising out of or relating to these Terms, and each Party waives any objection to venue or forum non conveniens.

19. Injunctive Relief.

Customer acknowledges that any actual or threatened breach of Section 4, Section 8, or Section 9 may cause irreparable harm to WestCoast, for which monetary damages may be inadequate. Accordingly, WestCoast shall be entitled to seek injunctive relief, specific performance, or other equitable remedies, without the necessity of posting bond or proving actual damages, in addition to any other rights or remedies available at law or in equity.

20. General.

(a) Entire Agreement. These Terms, together with the applicable Order, the Privacy Policy, and any documents expressly incorporated by reference, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, proposals, communications, and agreements, whether oral or written, relating to such subject matter.

(b) Order of Precedence. In the event of any conflict between these Terms, an Order, and the Privacy Policy: (i) the Order shall control solely with respect to the commercial subject matter of that Order; (ii) the Privacy Policy shall control with respect to the collection, use, and disclosure of personal information; and (iii) these Terms shall control in all other respects.

(c) Assignment. Customer may not assign or transfer these Terms, whether by operation of law, merger, sale of assets, change of control, or otherwise, without WestCoast’s prior written consent. Any purported assignment in violation of the foregoing shall be null and void. WestCoast may assign these Terms without Customer’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

(d) Notices. Any legal notice under these Terms shall be in writing and delivered by personal delivery, nationally recognized courier, or email with confirmation of transmission to the contact information specified in the applicable Order or otherwise designated by the receiving Party.