CerebrumX Services Schedule

Customer acknowledges and agrees that: (a) CerebrumX obtains data relating to Customer’s vehicles and use thereof from vehicle OEMs (“Vehicle Data”); and (b) CerebrumX will provide the Vehicle Data to Azuga for use by Azuga to provide Services to Customer and for Azuga to use for Azuga’s internal business purposes (the “Purpose”). Customer hereby authorizes and consents: (c) to CerebrumX’s obtaining the Vehicle Data from OEMs; and (d) to CerebrumX’s provision of the Vehicle Data to Azuga for the Purpose. Customer represents and warrants to Azuga and to CerebrumX that Customer has consented to and authorized the applicable OEM to provide the Vehicle Data and that Customer has obtained all consents, authorizations, and permissions (including Driver Consents) necessary for the OEM to collect and provide the Vehicle Data to third parties, including CerebrumX and Azuga. If an OEM requires a specific consent or authorization to be obtained by Azuga from Customer, then Customer will provide such consent or authorization without delay.  If Customer does not issue the required OEM Consent directly to the applicable OEM, then Customer hereby represents, warrants, and covenants that Azuga is authorized to act on Customer’s behalf, including by obtaining and processing data and information provided by or obtained from the OEM, as if Customer had issued the required OEM Consent directly to the applicable OEM and Customer defends, indemnifies, and holds the Azuga Parties and Azuga’s resellers and partners harmless from any claim, demand, liabilities, damages, losses, fines, penalties, expenses (including reasonable attorneys’ fees), regulatory actions, and any other proceedings arising out of any claim made by any third party (including OEMs) arising out of or relating to a failure to issue or a failure to comply with any OEM Consent. Azuga will have no liability in any way arising from Customer’s nor Azuga’failure to issue or Customer’s violation of an OEM Consent. Customer acknowledges and agrees that the Vehicle Data and CerebrumX’s obtaining and provision thereof may be subject to CerebrumX’s terms and conditions applicable to all vehicle owners and users to whom the data relates (such terms and conditions, the “CerebrumX Terms”) and Customer acknowledges and agrees that Customer may be subject to the CerebrumX Privacy Policy available at https://cerebrumx.ai/company/privacy-policy/, as modified from time to time (“CerebrumX Privacy Policy”). Customer hereby agrees to the CerebrumX Terms and to the CerebrumX Privacy Policy.