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TERMS AND CONDITIONS
FOR FLEETS OF VEHICLES USING NEXAR’S PRODUCTS AND SERVICES

These Terms and Conditions for Fleets of vehicles (the “Fleet Terms”), together with Nexar’s general Terms of Service, available at https://www.getnexar.com/terms/ (the “TOS”), Nexar’s Privacy Policy, available at https://www.getnexar.com/privacy/ (the “Privacy Policy”), and Nexar’s Purchase Policy, available at https://www.getnexar.com/purchase-policy/ (the “Purchase Policy”) shall govern the engagement between you (the Fleet owner – as defined below) and Nexar Inc. and its affiliates (collectively “Nexar”), pursuant to your online purchase and subscription for Nexar’s products and services for fleets of vehicles.

Please read these Fleet Terms carefully before providing your confirmation, as they constitute a binding agreement once approved.

  1. Definitions

    1. “Fleet Owner” means you - the individual or entity asking to purchase Nexar’s Cameras and subscribe to its Services by way of submitting an online Purchase Order.
    2. “Driver” means any individual driver who is a part of the Fleet Owner’s fleet of vehicles.
    3. “Camera(s)” means Nexar’s dash-cams to be purchased by the Fleet Owner, the type and model of which is set forth in the Purchase Order. Additional terms with respect to the purchase are set forth in the Purchase Policy.
    4. “Drivers’ Data” means Personal Data relating to the Drivers, collected by Nexar on behalf of the Fleet Owner including, Fleet Data.
    5. “Fleet Data” shall have the meaning ascribed to it in the Privacy Policy. Fleet Data includes User Data (such as the Driver’s name, email, and unique fleet identifier assigned to the Driver by the Fleet Manager), as well as other User Content to the extent provided (User Data and User Content are defined in the Privacy Policy).
    6. “Monthly Subscription Fee” the monthly fee to be paid by the Fleet Owner to Nexar in exchange for the Services, as set forth in the Purchase Order.
    7. “Personal Data” shall mean any information relating to an identified or identifiable natural person.
    8. “Purchase Price” the price to be paid by the Fleet Owner to Nexar, as set forth in the Purchase Order.
    9. “Services” means the services set forth in the Purchase Order.
    10. “Purchase Order” means the online purchase order, submitted by the Fleet Owner, which includes the commercial details relating to the purchase of the Camera(s) and the Subscription to the Services by the Fleet Owner, including: the type and amount of purchased Cameras, their Purchase Price, the type of Services to be provided by Nexar, their term and the price of the Monthly Subscription Fee.
    11. “User Content” shall have the meaning ascribed to it in the Privacy Policy.
    12. “User Data” shall have the meaning ascribed to it in the Privacy Policy.

  2. Purchase and Subscription

    1. Subject to the submission of the Purchase Order and the approval of these Fleet Terms the Fleet Owner hereby purchase from Nexar the Camaras and subscribe to the Services, subject to these Fleet Terms and the applicable Purchase Order (the “Engagement”).
    2. Following receipt by the Fleet Owner of the Cameras, the Fleet Owner shall: (i) install the Cameras in its vehicles in accordance with Nexar’s instructions and guidelines, and (ii) ensure that all appropriate notices and consents required under applicable privacy and data protection laws have been provided to and obtained from each Driver intended to drive the Fleet Owner’s vehicles (the“Consent(s)”).
    3. In the event the Fleet Owner will recruit new Drivers, the Fleet Owner must verify that the above notices and Consents will also be provided and obtained from each such new Driver prior to their usage of the Camera.
    4. Fleet Owner shall keep a digital record of any Consent obtained from the Drivers and adopt a mechanism allowing Drivers to withdraw Consent at any time and without consequence. Upon Nexar’s request, Fleet Owner shall provide Nexar with copies of such Drivers Consents.
    5. The subscription for the Services shall commence upon the earlier of: (i) the activation of a Camera by the Fleet Owner; or (ii) the lapse of 30 days following the receipt by the Fleet Owner of the Cameras (the “Activation Date”).
    6. On or immediately after the Activation Date, Nexar shall issue an invoice with respect to the first Monthly Subscription Fee (to be calculated on a pro-rata basis, starting as of the Activation Date and until the end of such month). Thereafter, Nexar shall continue providing the Services to the Fleet Owner until the end of the Term, subject to the payment of the Monthly Subscription Fee by the Fleet Owner.
    7. Nexar shall issue the invoices with respect to the Monthly Subscription Fee at the beginning of each month during which Services are to be provided, and the Fleet Owner shall pay the Monthly Subscription Fee within 5 business days as of the receipt of such invoices.
    8. It is hereby agreed and clarified that Nexar shall not be obligated to provide the Services to the Fleet Owner with respect to a certain Camera in the event that: (i) it has come to Nexar’s attention that the Fleet Owner has not received the applicable Consents from the applicable Drivers (or that an alternative appropriate lawful basis has been established) or (ii) if the Camera was not installed or the Driver is not using the Camera while driving, in accordance with the TOS, these Fleet Terms and/or Nexar’s technical instructions. In such event, the Fleet Owner shall be required to amend such discrepancies as soon as possible, and in any event, would not be relieved from payment of the Monthly Subscription Fee with respect to such Camera.

  3. Term and Termination

    1. The Initial Term of these Fleet Terms shall be as set forth in the Purchase Order.
    2. Following the Initial Term, the Engagement between Nexar and the Fleet Owner shall remain in effect until terminated by either party in accordance with the provisions below (the “Additional Period” and together with the Initial Term, the “Term”).
    3. In the event the Fleet Owner will choose not to continue with the subscription and ask not to receive the Services at any time during the Initial Term, the Fleet Owner will be obligated to pay Nexar, in one lump sum, a total amount equal to the Monthly Subscription Fee multiplied by the number of Cameras which the Fleet Owner purchased, multiplied by the number of the remaining months of the Initial Term.
    4. During the Additional Period, each party shall have the right to notify the other party of the termination of their Engagement, for any reason, by providing the other party with a 30-day prior written notice.
    5. In addition, Nexar shall have the right to immediately terminate its Engagement with the Fleet Owner, at any time, following a material breach of these Fleet Terms and/or the TOS by Fleet Owner.
    6. In any event the purchase of the Cameras shall not be refundable (subject to the terms of the Purchase Policy).

  4. Confidentiality

    1. As part of this the Engagement, either party (the “Disclosing Party”) may disclose or make available to the other party (the“Receiving Party”) certain non-public information about its business, operation, commercial and financial affairs, intellectual property and technology, as well as any other information which would reasonably be considered confidential or proprietary under the circumstances (collectively, the“Confidential Information”).
    2. Information shall not be considered Confidential Information if the Receiving Party can document that such information: (a) is or has become generally available to the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its representatives; (b) was provided and disclosed to the Receiving Party by third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; or (d) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information.
    3. At all times during the Term and thereafter the Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used by a third party, for any purpose other than to exercise its rights or perform its obligations under the Engagement; and (iii) not disclose any such Confidential Information to any third party, except to the Receiving Party’s representatives, who need to know the Confidential Information in order to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Engagement, provided however that such representative have agreed in writing to be bound by non-use and confidentiality obligations, similar to the obligations under these Fleet Terms. The Receiving Party shall be responsible for any breach of this Section caused by its representatives.
    4. The Receiving Party acknowledges and agrees that all Confidential Information is and shall remain the sole and exclusive property of the Disclosing Party and its affiliates and that the Receiving Party shall have no right in the Confidential Information, during or after the Term other than as specifically set forth in these Fleet Terms, the TOC and the Privacy Policy.
    5. The terms and provisions of the TOS and Privacy Policy shall govern the relationship between Nexar and the Drivers with respect to the confidentiality and privacy regarding the Drivers’ Data.

  5. Intellectual Property, Data Ownership, and Data Protection

    1. By submitting the Purchase Order the Fleet Owner gives its consent that the Drivers’ Data will be processed by Nexar on behalf of the Fleet Owner in accordance with the Data Processing Addendum attached hereto (the “DPA”).
    2. As part of the Engagement the Fleet Owner undertakes to comply with all applicable data protection and privacy laws. the Fleet Owner shall establish and maintain any and all legal bases required under data protection and privacy laws in order to (i) collect, process and transfer to Nexar any Personal Data of Drivers in accordance with these Fleet Terms, the Privacy Policy and the DPA, and (ii) instruct Nexar to process the Personal Data in accordance with the DPA.
    3. All de-identified reports, records, data, information or know-how derived and/or prepared by Nexar based on the Drivers’ Data (the “Derived Data”) shall be solely owned by Nexar.
    4. Subject to the payment of the Monthly Subscription Fee, Nexar hereby grants the Fleet Owner a non-exclusive, non-transferable, royalty-free, perpetual license to use the Derived Data provided to the Fleet Owner from time to time as part of the Services, for business purposes only. The Fleet Owner hereby undertakes to use such Derived Data strictly in accordance with these Fleet Terms, the TOS and the Privacy Policy.
    5. Other than as set forth hereinabove, Fleet Owner shall have no rights in any technology, know-how, ideas, processes, discoveries, improvements, concepts, designs, software, technical information, materials, any works of authorship, and all patents, copyrights, trade secret, trademarks and other intellectual property rights therein, previously owned and/or developed by Nexar as part of this Engagement.

  6. No Warranty

    1. The Fleet Owner acknowledges and confirms that other than the one-year standard product warranty provided by Nexar with respect to the Cameras under the Purchase Policy, the Cameras and the Services will be provided by Nexar on an "AS IS" basis, without any warranty.
    2. Nexar does not warrant that the Cameras and the Services will perform or be delivered error free or without interruption, and explicitly disclaims any representation and warranty in respect thereof including with respect to any malfunctions, completeness, merchantability, fitness for a particular purpose, accuracy, commercial utility, and non-infringement or title for any intellectual property associated therewith.

  7. Limitation of Liability

    1. Except in the event of gross negligence, wilful misconduct or material breach of these Fleet Terms that cannot be cured, in no event shall Nexar be liable for any indirect, punitive, incidental, exemplary, special or consequential damages, or for loss of business or profits, suffered by the Fleet Owner or any third party arising out of the Engagement, whether based on contract, tort or any other legal theory, even if Nexar has been advised of the possibility of such damages.
    2. Except in the event of gross negligence, wilful misconduct or material breach of these Fleet Terms that cannot be cured, in no event will the aggregate liability of Nexar towards the Fleet Owner, with respect to all claims related to this Engagement, exceed a total gross amount of US$ 100,000.

  8. Indemnification.

    Fleet Owner will indemnify, defend, and hold harmless Nexar and its affiliates and their respective officers, directors, employees, agents, contractors, successors, and assigns from and against any and all direct damages, losses, fines, penalties, costs, and other amounts (including reasonable attorney’s fees and expenses) (collectively, “Losses”) to the extent that such Losses arise out of or result from: (i) any violation by the Fleet Owner, a Fleet Owner affiliate, or a Driver of any applicable law; (ii) any breach by the Fleet Owner, any Fleet Owner affiliate, or any Driver of these Fleet Terms or the TOS; (iii) gross negligence or willful misconduct by the Fleet Owner, any Fleet Owner affiliate, or any Driver.

  9. Force Majeure.

    Neither party will be in breach of these Fleet Terms to the extent that its performance (other than payment obligations) is prevented or delayed by war, riot, severe weather, earthquake, volcanic eruption, act of terrorism, government action, failure of communications services or networks, or other condition or circumstance not reasonably within the control of the affected party, provided that the affected party gives notice to the other party of the condition or circumstances and re-commences performance promptly after the applicable condition or circumstance ceases.

  10. Compliance with Laws.

    During the Term both parties undertake to comply, in all material respects, with all applicable laws, rules, regulations, orders and decrees of all governmental authorities.

  11. Assignment.

    Except as otherwise expressly provided under these Fleet Terms, neither party shall have the right to assign and/or transfer any right or obligation hereunder without the prior written consent of the other party; provided, however, that either party may, without such consent, assign the Engagement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business or assets, or in the event of its merger, consolidation, change in control or other similar transaction. Any permitted assignee shall assume all obligations and liabilities of its assignor under these Fleet Terms. Any purported assignment or transfer in violation of this Section shall be void.

  12. Modifications.

    Nexar reserve the right to change these Fleet Terms, the TOS, the Privacy Policy and the Purchase Policy from time to time. Nexar will notify the Fleet Owner of any material change via e-mail, text message, on its website by providing a link to the revised terms or by an online secure message, or by other methods Nexar may determine from time to time.

  13. Governing Law and Jurisdiction.

    The Engagement under these Fleet Terms shall be governed by and construed under the laws of the State of New York, and the competent courts of the State of New York shall have exclusive jurisdiction over any dispute arising from or related to the Engagement.

DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) is incorporated by reference into Nexar’s Fleet Terms or other agreement governing the use of Nexar’s services (the “Terms”) entered by and between the Fleet Owner (as defined in the Terms), and Nexar Inc. and its affiliates (collectively “Nexar”) to reflect the parties’ agreement with regard to the Processing of Personal Data by Nexar on behalf of the Fleet Owner. Both parties shall be referred to as the “Parties” and each, a “Party”.

Capitalized terms not defined herein shall have the meanings assigned to such terms in the Terms. In the event of any conflict between certain provisions of this DPA and the provisions of the Terms, the provisions of this DPA shall prevail.

Definitions

“CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq.

“Data Protection Laws” means all applicable and binding privacy and data protection laws and regulations to the Processing of Personal Data hereunder and in effect at the time of Processor’s performance hereunder.

“Data Subject” means the identified or identifiable person to whom the Personal Data relates.

“GDPR” means the General Data Protection Regulation (EU) 2016/679.

“Personal Data” or “Personal Information” means any information relating to an identified or identifiable natural person which is processed by Nexar under this DPA.

“Security Documentation” means the Security Documentation applicable to the Services as made available by Nexar upon Fleet Owner’s request.

“Standard Contractual Clauses” shall mean (i) the Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021 ("EU SCCs"); or (ii) where the UK GDPR applies, the applicable standard data protection clauses adopted pursuant to Article 46(2)(c) or (d) of the UK GDPR ("UK SCCs").

“Sub-processor” means any third party that Processes Personal Data under the instruction or supervision of Nexar.

"UK GDPR" means the GDPR as it forms part of the law of the United Kingdom.

The terms, "Controller", "Member State", "Processor", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR. The terms “Business”, “Business Purpose”, “Consumer” and “Service Provider”shall have the same meaning as in the CCPA. For the purpose of clarity, within this DPA “Controller” shall also mean “Business”, and “Processor” shall also mean “Service Provider”, to the extent that the CCPA applies. In the same manner, Processor’s Sub-processor shall also refer to the concept of Service Provider.

  1. Roles of the Parties. The Parties acknowledge and agree that with regard to the Processing of Personal Data (i) Fleet Owner is the Controller of Personal Data, (ii) Nexar is the Processor of such Personal Data.
  2. Fleet Owner’s Processing of Personal Data. Fleet Owner, in its use of the Services, and Fleet Owner’s instructions to the Processor, shall comply with Data Protection Laws. Fleet Owner shall establish and have any and all required legal bases in order to collect, Process and transfer to Processor the Personal Data, and to authorize the Processing by Processor, and for Processor’s Processing activities on Fleet Owner’s behalf, including the pursuit of ‘business purposes’ as defined under the CCPA.
  3. Processor’s Processing of Personal Data. When Processing on Fleet Owner’s behalf under the Terms, Processor shall Process Personal Data for the following purposes: (i) Processing to provide the Services in accordance with the Terms and this DPA; (ii) rendering Personal Data non-identifiable and non-personal; (iii) Processing as required under applicable laws, provided that Processor shall inform Fleet Owner of the legal requirement before Processing, unless such law or order prohibit such information on important grounds of public interest. Processor shall inform Fleet Owner without undue delay if, in Processor’s opinion, an instruction for the Processing of Personal Data given by Fleet Owner infringes applicable Data Protection Laws.
  4. Details of the Processing. The subject-matter of Processing of Personal Data by Processor is the performance of the Services pursuant to the Terms. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 1 (Details of Processing) to this DPA.
  5. CCPA Standard of Care; No Sale of Personal Information. Processor certifies that it understands the rules, requirements and definitions of the CCPA and agrees to refrain from selling (as such term is defined in the CCPA) any Personal Information Processed hereunder without Fleet Owner’s prior written consent, nor taking any action that would cause any transfer of Personal Information to or from Processor under the Terms or this DPA to qualify as “selling” such Personal Information under the CCPA.
  6. Data Subject Request. Processor shall, notify (or refer the Data Subject to) Fleet Owner of requests from Data Subjects to exercise their rights under Data Protection Laws (“Data Subject Request”). Taking into account the nature of the Processing, Processor shall reasonably assist Fleet Owner by implementing appropriate technical and organizational measures, insofar as this is possible and reasonable, for the fulfilment of Fleet Owner’s obligation to respond to a Data Subject Request under Data Protection Laws. Processor may advise Data Subjects on available features for self-exercising their Data Subject Requests through the Services (where appropriate), and/or refer Data Subject Requests received, and the Data Subjects making them, directly to the Fleet Owner for its treatment of such requests.
  7. Confidentiality. Processor shall ensure that its personnel and advisors engaged in the Processing of Personal Data have committed themselves to confidentiality.
  8. Sub-Processors. Fleet Owner acknowledges and agrees that Processor engages with Sub-processors to provide the Service and hereby authorizes the use of the Sub-processors currently used. Processor may appoint new Sub-processors in which case it will give notice of the planned appointment to Fleet Owner and Fleet Owner may reasonably object to the use of the new Sub-processor in writing within seven (7) days following the notice. If no such objection is provided, the appointment of such new Sub-processor shall be deemed authorized by Fleet Owner. In the event Fleet Owner reasonably objects as per the above, Processor will use reasonable efforts to make available to Fleet Owner a change in the Service or recommend a commercially reasonable change to Fleet Owner’s configuration or use of the Service to avoid Processing of Personal Data by the objected-to new Sub-processor. If Processor is unable to make available such change within thirty (30) days, Fleet Owner may, as a sole remedy, terminate the applicable Terms and this DPA. Processor has entered into a written agreement with each Sub-processor containing appropriate safeguards to the protection of Personal Data and the same or materially similar data protection obligations as set out in this DPA. Where the Sub-processor fails to fulfil its data protection obligations, Processor shall remain liable to the Fleet Owner for the performance of the new Sub-processor's obligations.
  9. Controls for the Protection of Personal Data. Processor shall maintain industry-standard technical and organizational measures for protection of Personal Data Processed hereunder (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data, confidentiality and integrity of Personal Data, including those measures set forth in the Security Documentation), as may be amended from time to time. Upon the Fleet Owner’s reasonable request, Processor will reasonably assist Fleet Owner, at Fleet Owner’s cost and subject to the provisions of Section ‎11.1 below, in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the Processing and the information available to Processor.
  10. Audits and Inspections. Upon Fleet Owner’s 14 days prior written request at reasonable intervals (no more than once every 12 months), and subject to strict confidentiality undertakings by Fleet Owner, Processor shall make available to Fleet Owner that is not a competitor of Processor (or Fleet Owner’s independent, reputable, third-party auditor that is not a competitor of Processor and not in conflict with Processor, subject to their confidentiality and non-compete undertakings) information necessary to demonstrate compliance with this DPA, and allow for and contribute to audits, including inspections, conducted by them (provided, however, that such information, audits, inspections and the results therefrom, including the documents reflecting the outcome of the audit and/or the inspections, shall only be used by Fleet Owner to assess compliance with this DPA, and shall not be used for any other purpose or disclosed to any third party without Processor’s prior written approval. Upon Processor's first request, Fleet Owner shall return all records or documentation in Fleet Owner's possession or control provided by Processor in the context of the audit and/or the inspection). In the event of an audit or inspections as set forth above, Fleet Owner shall ensure that it (and each of its mandated auditors) will not cause (or, if it cannot avoid, minimize) any damage, injury or disruption to Processor’s premises, equipment, personnel and business while conducting such audit or inspection.
  11. Data Incident Management and Notification. Processor shall notify Fleet Owner without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data Processed by Processor on behalf of the Fleet Owner (a “Data Incident”). Processor shall make reasonable efforts to identify and take those steps as Processor deems necessary and reasonable in order to remediate and/or mitigate the cause of such Data Incident to the extent the remediation and/or mitigation is within Processor’s reasonable control. The obligations herein shall not apply to incidents that are caused by Fleet Owner or anyone who uses the Services on Fleet Owner’s behalf.
  12. Return And Deletion of Personal Data. Following termination of the Terms and subject thereto, Processor shall, at the choice of Fleet Owner (indicated through the Services or in written notification to Processor), delete or return to Fleet Owner all the Personal Data it Processes on behalf of the Fleet Owner unless Data Protection Laws require otherwise. To the extent authorized or required by applicable law, Processor may also retain one copy of the Personal Data solely for evidence purposes and/or for the establishment, exercise or defense of legal claims and/or for compliance with legal obligations.
  13. Cross-Border Data Transfers. Personal Data may be transferred from the European Economic Area(“EEA”), Switzerland and the United Kingdom (“UK”) to countries that offer an adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities (“Adequacy Decisions”), as applicable, without any further safeguard being necessary. If the Processing of Personal Data by Processor includes a transfer (either directly or via onward transfer):
    1. from the EEA or Switzerland to countries which are not subject to an Adequacy Decision, and such transfers are not performed through an alternative recognized compliance mechanism as may be adopted by Processor for the lawful transfer of Personal Data (“EEA Transfer”), the terms set forth in Part 1 of Schedule 2 shall apply;
    2. from the UK to countries which are not subject to an Adequacy Decision, and such transfers are not performed through an alternative recognized compliance mechanism as may be adopted by Processor for the lawful transfer of Personal Data (“UK Transfer”), the terms set forth in Part 2 of Schedule 2 shall apply;
    3. The terms set forth in Part 3 of Schedule 2 (Additional Safeguards) shall apply to EEA Transfers and UK Transfers.
  14. Data Protection Impact Assessment and Prior Consultation. Upon Fleet Owner’s reasonable request, Processor shall provide Fleet Owner, at Fleet Owner’s cost, reasonable cooperation and assistance needed to fulfil Fleet Owner’s obligation under the GDPR or the UK GDPR (to the extent applicable) to carry out a data protection impact assessment related to Fleet Owner’s use of the Services, to the extent Fleet Owner does not otherwise have access to the relevant information, and to the extent such information is available to Processor. Processor shall provide, at Fleet Owner’s cost, reasonable assistance to Fleet Owner in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section, to the extent required under the GDPR or the UK GDPR.
  15. Modifications. Each Party may by at least forty-five (45) calendar days' prior written notice to the other Party, request in writing any variations to this DPA if they are required as a result of any change in, or decision of a competent authority under, any Data Protection Laws, to allow Processing of Fleet Owner Personal Data to be made (or continue to be made) without breach of those Data Protection Laws.

SCHEDULE 1 - DETAILS OF THE PROCESSING

Nature and Purpose of Processing

  1. Providing the Services;
  2. Performing the Terms, this DPA and/or other contracts executed by the Parties;
  3. Acting upon Fleet Owner’s instructions, where such instructions are consistent with the terms of the Terms;
  4. Complying with applicable laws and regulations;
  5. All tasks related with any of the above.

Duration of Processing

Subject to any section of the DPA and/or the Terms, Processor will Process Personal Data for the duration of the Terms, unless otherwise agreed upon in writing.

Type of Personal Data

Fleet Data (as defined in the Terms) the scope and type of which will be dependent on the scope of usage of the Services.

Categories of Data Subjects

Drivers of the Fleet Owner.

SCHEDULE 2 – CROSS BORDER TRANSFERS

PART 1 – EEA Transfers

  1. The parties agree that the terms of the Standard Contractual Clauses are hereby incorporated by reference and shall apply to an EEA Transfer.
  2. Module Two (Controller to Processor) of the Standard Contractual Clauses shall apply where the EEA Transfer is effectuated by Fleet Owner as the data controller of the Personal Data and Nexar is the data processor of the Personal Data.
  3. Module Three (Processor to Processor) of the Standard Contractual Clauses shall apply where the EEA Transfer is effectuated by Fleet Owner as the data processor of the Personal Data and Nexar is a Sub-processor of the Personal Data.
  4. Clause 7 of the Standard Contractual Clauses (Docking Clause) shall not apply.
  5. Option 2: GENERAL WRITTEN AUTHORISATION in Clause 9 of the Standard Contractual Clauses shall apply, and the method for appointing and time period for prior notice of Sub-processor changes shall be as set forth in Section ‎8 of the DPA.
  6. In Clause 11 of the Standard Contractual Clauses, the optional language will not apply.
  7. In Clause 17 of the Standard Contractual Clauses, Option 1 shall apply, and the Parties agree that the Standard Contractual Clauses shall be governed by the laws of the Republic of Ireland.
  8. In Clause 18(b) of the Standard Contractual Clauses, disputes will be resolved before the courts of the Republic of Ireland.
  9. Annex I.A of the Standard Contractual Clauses shall be completed as follows: Data Exporter: Fleet Owner. Contact details: As detailed in the Terms. Data Exporter Role: Module Two: The Data Exporter is a data controller. Module Three: The Data Exporter is a data processor. Signature and Date: By entering into the Terms and DPA, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Terms. Data Importer: Nexar. Contact details: As detailed in the Terms. Data Importer Role: Module Two: The Data Importer is a data processor. Module Three: The Data Importer is a sub-processor. Signature and Date: By entering into the Terms and DPA, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the Terms.
  10. Annex I.B of the Standard Contractual Clauses shall be completed as follows: The categories of data subjects are described in Schedule 1 (Details of Processing) of this DPA. The categories of personal data are described in Schedule 1 (Details of Processing) of this DPA. The Parties do not intend for Sensitive Data to be transferred. The frequency of the transfer is a continuous basis for the duration of the Terms. The nature of the processing is described in Schedule 1 (Details of Processing) of this DPA. The purpose of the processing is described in Schedule 1 (Details of Processing) of this DPA. The period for which the personal data will be retained is for the duration of the Terms, unless agreed otherwise in the Terms and/or the DPA. In relation to transfers to Sub-processors, the subject matter, nature, and duration of the processing is set forth at the link detailed in Section 8 of the DPA.
  11. Annex I.C of the Standard Contractual Clauses shall be completed as follows: The competent supervisory authority in accordance with Clause 13 is the supervisory authority in the Member State stipulated in Section ‎7 above.
  12. The Security Documentation referred to in the DPA serves as Annex II of the Standard Contractual Clauses.
  13. To the extent there is any conflict between the Standard Contractual Clauses and any other terms in this DPA or the Terms, the provisions of the Standard Contractual Clauses will prevail.

PART 2 – UK Transfers

The parties agree that the terms of the UK SCCs (i.e., the International Data Transfer Addendum to the EU SCCs issued by the Information Commissioner's Office in the UK) are hereby incorporated by reference and shall apply to UK Transfers. The relevant tables in the UK SCCs shall be deemed completed with the details set forth in Schedule 1 and Schedule 2 of this DPA as appropriate.

PART 3 – ADDITIONAL SAFEGUARDS

  1. In the event of an EEA and/or UK Transfer, the Parties agree to the following:
    1. The Data Importer shall have in place measures to protect the Personal Data from interception. This includes having in place and maintaining network protection to deny attackers the ability to intercept data and encryption whilst in transit and rest;
    2. The Data Importer will make commercially reasonable efforts to resist (subject to applicable laws) to a request for bulk surveillance relating to the Personal Data protected under GDPR/UK GDPR, including under section 702 of the United States Foreign Intelligence Surveillance Act (“FISA”);
    3. If the Data Importer becomes aware that any government authority (including law enforcement) wishes to obtain access or copy to the Personal Data, then unless legally prohibited or under mandatory legal compulsion that requires otherwise:
      1. The Data Importer shall inform the relevant authority that the Data Importer is a data processor and that the Data Exporter (the data controller) has not authorized the disclosure of the Personal Data, and inform the relevant authority that any request or demand shall be notified to or served upon the controller in writing;
      2. The Data Importer will use commercially reasonably legal mechanisms to challenge any such demand for access to the Personal Data. Notwithstanding the above, (a) the Data Exporter acknowledges that such challenge may not always be reasonable or possible, and (b) if, taking into account the nature, scope, context and purposes of the authority’s request or demand, the Data Importer has a reasonable believe that urgent access is necessary to prevent an imminent risk of serious harm to any individual or entity, this subsection (c)(ii) shall not apply. In such event, the Data Exporter shall be notified as soon as possible and be provided with the relevant details of the same, unless the Data Importer is prevented from doing so by law.
  2. Once in evert 12-month period, the Data Importer will inform the Data Exporter, upon a request, of the types of binding legal demands for Personal Data it has received and solely to the extent such demands have been received, including national security orders and directives, which shall encompass any process issues under section 702 of FISA.