Commercial Link Terms

Last Updated: June 21, 2016

This agreement (“Terms”) is between you and your company (“Company” or “you”) and OnStar LLC and its affiliates (“OnStar” or “we”) and governs your access to, and use of, the Commercial Link vehicle management service (“Commercial Link”). These Terms are in addition to, and fully incorporate by reference, the User Terms and Privacy Statement of your OnStar Service (the "OnStar Terms") to which you previously agreed. A current copy of the OnStar Terms is posted at www.OnStar.com. To the extent these Terms conflict with the OnStar Terms, these Terms govern for your access and use of Commercial Link.

Summary of Terms

The following is a summary of certain key terms to which you agree when you accept these Terms:

  1. You may only use Commercial Link for legitimate business purposes and to monitor the efficiency and effectiveness of your fleet of business Vehicles;
  2. You may not use Commercial Link for any unlawful purpose, including but not limited to harassing the Operator, or any person, or monitoring the Operator outside of the employment relationship;
  3. You must obtain express written consent from each Operator that clearly and conspicuously contains, at a minimum, the terms and conditions set forth in Exhibit 1;
  4. You will comply with all laws that apply to your use of or access to Commercial Link;
  5. We may immediately, and without further notice, terminate these Terms and your access and use of Commercial Link if you violate these Terms. We may terminate your use and access to Commercial Link upon 30 days’ notice. We can also limit our termination to specific events, e.g., security, privacy, or related events that we believe will tarnish our brand;
  6. We may modify the Terms at any time by giving you notice or by posting an updated copy on our website. Please review these Terms for any updates. Your continued use of Commercial Link after these updates, if any, are posted represents your agreement to be bound by the Terms as updated; and
  7. You have read and agree to be bound by these Terms;

BY ACCESSING OR USING COMMERCIAL LINK, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THESE TERMS, AND YOU CERTIFY THE FOLLOWING:

I certify that:

  1. 1. I am the registered owner or lessee of the Vehicle(s) that I have added to my account, and
  2. 2. I consent to the use of Commercial Link.

I certify that I have obtained express written consent from each Operator that clearly and conspicuously contains, at a minimum, the terms and conditions set forth in Exhibit 1. I also understand and agree that I, and not OnStar or General Motors, am responsible for obtaining such Operator Agreements from each Operator

I certify that I have read and agree to be bound by the Terms, including the detailed Terms provided below, which govern my access and use of Commercial Link and which incorporates the OnStar Terms and Privacy Statement

Terms

1. Vehicle Eligibility. To use Commercial Link, you must:

a) be the owner or lessee of each eligible vehicle that you enroll in Commercial Link (each, a “Vehicle”);

b) enroll each Vehicle in the OnStar Services (OnStar Services are subject to the User Terms and Privacy Statement posted at www.Onstar.com);

c) complete the enrollment process for Commercial Link (at www.GMCommercialLink.com (the “Commercial Link Website”) or another location that OnStar makes available);

d) identify each Vehicle in your account by its unique Vehicle Identification Number (“VIN”);

e) have access to the Commercial Link Website or the Commercial Link mobile application (the “Commercial Link Mobile App”);

f) maintain a valid email address and credit card on file with your Commercial Link account (the “Account”); and

g) remain compliant with the Terms, including any payment obligations you have to us.

2. License. Subject to all terms and conditions of these Terms, OnStar grants to you a nonexclusive, nontransferable, revocable right and license to use Commercial Link and the Vehicle Data (defined below) solely during the term of this agreement and solely for the purposes described in Section 4 below. These Terms, including the above license, will immediately terminate without notice to you if you violate any of these Terms.

3. Vehicle Data. In order to provide Commercial Link to you, OnStar will access, and you agree to permit OnStar to access, certain information about your Vehicle(s). This includes, but is not limited to, the following types of data and/or information (collectively, “Vehicle Data”) delivered through OnStar’s associated Application Program Interfaces (“APIs”):

Telemetry API, which makes available the following data types: location, speed, heading and ignition status (date & time) from the Company Vehicles in regular intervals.

Transactional API, which makes available the following data types:

Diagnostic – each transactional API call will include some or all of, odometer, last trip, lifetime, fuel (current level), capacity, range & lifetime, MPG (last trip & lifetime), Tire Pressure (current & placard), Oil Life;

Lock;

Unlock;

Back Office APIs, which make available the following data types:

Subscriber information (Name, account ID, FAN#);

Vehicle information (VIN, make, model, year, phone number, primary driver ID); and

Capability API, which delivers VIN eligibility data, and does not make available Vehicle Data or any information relating to an Operator.

Vehicle Data may vary depending on the OnStar equipment installed in your Vehicle(s) and your use of Commercial Link. You will not share the Vehicle Data with anyone other than your employees that both: (a) require access to the Vehicle Data in order to execute their employment responsibilities, and (b) are subject to restrictions on access, use, and sharing of the Vehicle Data that are at least as protective as your obligations under the Terms. You will cease all use, access, and sharing of Vehicle Data in your possession or control, including all extracts and copies thereof, immediately upon the expiration or termination of these Terms.

4. Permitted and Prohibited Uses of Commercial Link. Certain Vehicle Data may implicate or otherwise relate to the privacy of the Operator and is subject to the following additional limitations on use. In order to participate in Commercial Link you and any person acting on your behalf: (a) will only use Commercial Link for legitimate business purposes and to monitor the efficiency and effectiveness of your Vehicles; and (b) will not use Commercial Link for any unlawful purpose, including but not limited to harassment of an Operator, or any person, or monitoring of an Operator outside of the employment relationship.

5. Consent from Each Operator. Operators must be aware of how you will be using Commercial Link. In order to use Commercial Link, it is your responsibility to make sure Operators understand what Vehicle Data is being collected and how that Vehicle Data will be used. Specifically, you will obtain express, written consent (an “Operator Agreement”) from each Operator, prior to the use of Commercial Link in the Vehicle. The consent will contain, at a minimum, the terms and conditions set forth in Exhibit 1.

6. Your Additional Responsibilities. If you sell or transfer your Vehicle (or return your Vehicle at the end of a lease), you must notify OnStar so that OnStar can disable Commercial Link for each affected Vehicle. If you send an alert to someone other than yourself, you must notify that person that his or her personal information (that you provide to OnStar) will be used to deliver that alert.

7. Compliance with Laws. You will comply with all laws and regulations that apply to your use of or access to Commercial Link.

8. System Limitations. Commercial Link is made available subject to the OnStar User Terms and Privacy Statement, including the system limitations described in the OnStar Terms. In addition, OnStar may impose limits on your use of Commercial Link, such as limits on location requests or the number or type of requests or alerts you can make or set.

The information you obtain from Commercial Link is provided on an “as is” and “as available basis” and may not be accurate, timely, or reliable. This includes the location and speed of your Vehicle(s), alerts you request, and other information about your Vehicle(s) through Commercial Link. OnStar and General Motors are not responsible for any liability arising out of your use of Commercial Link, including your reliance on any of the information provided to you in connection with Commercial Link. You may not use Commercial Link to locate or provide information about a Vehicle that is not in the United States. Commercial Link may not be available for a Vehicle until 24 hours after you complete the enrollment process for that vehicle.

9. Duration of Your Commercial Link Service. Cancellation by You. Your Commercial Link enrollment continues until you or we cancel Commercial Link or your OnStar subscription. You can cancel your Commercial Link service at any time by calling 1-855-282-3393. You do not have to cancel your OnStar subscription at the same time unless you choose to do so. If you cancel your OnStar Service for your Vehicle, you must also cancel Commercial Link by calling the above telephone number.

10. Termination of Commercial Link Service by OnStar. To the extent permitted by law and unless prohibited by law, and in addition to our right to terminate as specified elsewhere herein, we reserve the right to terminate these Terms and your access to Commercial Link: (a) if you or any person acting on your behalf have violated these Terms; or (b) at any time for any reason upon thirty (30) days prior written notice to you. Upon termination or expiration of the Terms, you must immediately stop using Commercial Link for all of your Vehicles and the license set forth in Section 2 is automatically and immediately terminated.

11. Indemnity. In consideration of our provision of Commercial Link to you and the rights granted to you, to the maximum extent allowable by law and unless prohibited by law, you agree to indemnify OnStar, its parent, subsidiaries, affiliates, licensors, and contractors as well as their respective employees, officers, directors, and agents (collectively “OnStar Persons”) from and against any and all losses, damages, injuries (including death), causes of action, claims, penalties, interest, additional taxes, demands, and expenses, including reasonable legal fees and expenses, of any kind or nature arising out of or on account of, or resulting from, any third party claim or demand made to or against any OnStar Person(s) arising out of: (a) your access to and/or use of Commercial Link; (b) your failure to comply with these Terms; or (c) any of your other activities under or in connection with these Terms or Commercial Link.

12. NO WARRANTY BY OnStar AND LIMITATION OF LIABILITY

12.1. OnStar MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES IN RESPECT TO COMMERCIAL LINK, THE SERVICES (AS DEFINED IN EXHIBIT 1) OR ITEM THAT OnStar MAKES AVAILABLE TO YOU. COMMERCIAL LINK, OnStar, OR ANY SERVICE THAT AN OnStar REPRESENTATIVE MAKES AVAILABLE TO YOU ARE PROVIDED “AS IS” AND AS AVAILABLE INCLUDING WITH ALL FAULTS AND ERRORS AS MAY OCCUR THEREIN. OnStar, ON BEHALF OF ITSELF AND ALL OnStar REPRESENTATIVES, EXPLICITLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE IN RESPECT TO COMMERCIAL LINK OR OF ANY SERVICES OR ITEMS PROVIDED HEREIN, NON-INFRINGEMENT AND ACCURACY.

12.2. OnStar DOES NOT PROVIDE ANY WARRANTIES REGARDING THE AVAILABILITY, PERFORMANCE OR OPERATION OF COMMERCIAL LINK OR THE SERVICES, OR ANY OF OnStar PERFORMANCE OR PROCEDURES IN CONNECTION WITH THESE TERMS. OnStar DOES NOT PROVIDE ANY WARRANTY AS TO THE AVAILABILITY OF COMMERCIAL LINK OR THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR FREE. OnStar DOES NOT PROVIDE ANY WARRANTY THAT COMMERCIAL LINK OR THE SERVICES WILL CONTINUE IN EXISTENCE FOR ANY PERIOD OF TIME AND DOES NOT WARRANT THAT FUTURE OPERATION WILL BE COMPATIBLE WITH CURRENT OPERATION.

12.3. OnStar DOES NOT WARRANT THAT COMMERCIAL LINK OR THE SERVICES WILL OPERATE PROPERLY WITH YOUR EQUIPMENT. YOU AND ONLY YOU WILL BE RESPONSIBLE FOR ALL REPAIRS TO YOUR EQUIPMENT AND ANY OTHER LOSSES ACTUALLY OR ALLEGEDLY CAUSED BY COMMERCIAL LINK OR THE SERVICES.

12.4. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THIS AGREEMENT, IN WHICH CASE OnStar WARRANTIES SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. OnStar DOES NOT GUARANTEE OR WARRANT THE ACCURACY OF ANY DATA OR INFORMATION MADE AVAILABLE TO YOU THROUGH COMMERCIAL LINK, THE COMMERICAL LINK WEBSITE, THE COMMERCIAL LINK MOBILE APP, OR THE SERVICES.

12.5. Additional Limitation of Liability. TO THE EXTENT ALLOWED BY LAW, OnStar WILL NOT BE LIABLE IN ANY WAY IN CONNECTION WITH THESE TERMS, COMMERCIAL LINK, THE COMMERCIAL LINK WEBSITE, THE COMMERCIAL LINK MOBILE APP, OR THE SERVICES, FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR AMOUNTS FOR LOSS OF INCOME, PROFITS OR SAVINGS ARISING OUT OF OR RELATED TO THESE TERMS, COMMERCIAL LINK, THE COMMERCIAL LINK WEBSITE, THE COMMERCIAL LINK MOBILE APP, OR THE SERVICES. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF OnStar KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES AND WHETHER ARISING BASED ON NEGLIGENCE, TORT OR BREACH OF CONTRACT TO THE EXTENT THAT ANY COURT FINDS OnStar LIABLE FOR ANY CLAIM UNDER THESE TERMS AND ALLOWED BY LAW, YOU AGREE THAT OnStar SHALL ONLY BE LIABLE FOR DIRECT DAMAGES AND THE MAXIMUM DAMAGES FOR ALL CLAIMS IN THE AGGREGATE UNDER THIS AGREEMENT SHALL BE NO GREATER THAN $100.00.

13. Third Party Licenses. A portion of Commercial Link service is provided under license from third parties and is subject to the intellectual property and other rights of such third parties. Accordingly, your use of Commercial Link is subject to the terms of use located at https://www.google.com/intl/en-US_US/help/terms_maps.html

14. Fees and Taxes . For Commercial Link, you will pay the following fees: $10 per Vehicle, per month fee plus applicable taxes. The fees are in addition to any fees for your OnStar Service. If you use Commercial Link alerts, these alerts may be sent by text message or email. For alerts sent to you, your provider of wireless, email or text service will charge you in accordance with your plan with the provider or under the provider's standard messaging rates.

15. Payment Authorization for Commercial Link . You authorize Commercial Link, or Connexion Media Limited or Chargify on behalf of OnStar, to charge the monthly fee for your Commercial Link service (plus any applicable sales tax) to the debit/credit card designated in your Commercial Link account. You may cancel your Commercial Link account at any time as set forth above. This monthly charge will be in addition to, and separate from, your existing OnStar service charges.

For more information about the scheduled dates and amounts of charges for your Commercial Link services call 1-855-282-3393.

You also agree that we may resubmit for payment any past due monthly service charge without further notice to you, if any automatic charge to your designated credit / debit card is declined due to insufficient funds or is otherwise unsuccessful.

16. Entire Agreement . THESE TERMS, THE ONSTAR TERMS, THE COMMERCIAL LINK TERMS OF USE, AND ANY OTHER ONSTAR DOCUMENTS INCORPORATED IN THE ONSTAR TERMS, COMPRISE THE ENTIRE AGREEMENT BETWEEN YOU AND ONSTAR FOR YOUR COMMERCIAL LINK SERVICE.

17. Modification to Terms . We may modify the Terms by giving you notice or by asking you to read and accept a new version of the Terms. We may give you notice by posting a new version of the Terms on the Commercial Link Website or in the Commercial Link Mobile App. If you do not agree with any modification, then you may not use Commercial Link and these Terms will be terminated. Your continued access or use of any of Commercial Link after our notice indicates your acceptance to the modified Terms.

    EXHIBIT 1

    Each Operator Agreement must, at a minimum, clearly and conspicuously contain the following terms and conditions:

  1. 1) Operator acknowledges, understands, and agrees that:
  2. a. Company is using OnStar’s Remote API Services and the Commercial Link service (collectively, the “Services”) with the Vehicle.

    b. The Services are turned on all the time, even when OnStar services or any other media in the Vehicle is turned off.

    c. The Services may send Vehicle tracking and other information to Company on a regular and continuous basis.

    d. The information that is sent to the Company through the Service may include information about the Vehicle, its features, systems, diagnostics, location, speed and heading.

    e. Operator does not have an expectation of privacy as to Vehicle-related information, including but not limited to, Vehicle operation information, collision information, and Vehicle location, speed, and direction of travel.

    f. Company can send messages to the Vehicle through the Service that may include commands to lock, unlock, and start a Vehicle, and may send navigation destinations to hardware on the Vehicle.

    g. The Services are separate from the OnStar services. These terms and conditions apply to Company’s use of the Services. No other terms and conditions, including the OnStar Terms and Privacy Statement, will apply to the Services.

    h. OnStar and its affiliates are not responsible for Company’s use of the Services, any information Company accesses or collects and any messages Company sends or fails to send through the Services.

  3. 2) Operator is aware of all types of Vehicle Data that the Service will collect, including potentially sensitive information about the location and speed of the Vehicle.
  4. 3) Operator is aware of all purposes for which Company will be using the Service to monitor the Vehicle.
  5. 4) Operator is aware of when Company will be monitoring the Vehicle (for example, during work hours, including personal detours if allowed, or after work hours if the Operator is permitted to take such Vehicle home as part of his/her employment responsibilities).
  6. 5) Operator agrees that OnStar and its affiliated companies are not responsible in any way to Operator for any liability related directly or indirectly to the Services or Company’s use of the Services.
  7. 6) Operator agrees that OnStar LLC is a third party beneficiary to the Operator Agreement.