Terms of Use

1. Account and Subscriptions

1.1. Account Registration. Licensee shall register an account with Tesla and provide to Account Information. Licensee shall update its Account Information as required to keep the Account Information complete and accurate. Licensee shall select the subscription tier and level to be associated with its account and may change its subscription tier and level using the Portal.

1.2. Subscription Tiers. Two subscription tiers exist. Tesla will provide a description of each subscription tier in the Documentation. Each tier may have more than one subscription level.

1.2.1. Tier 1. Tier 1 subscriptions will access data and send commands through a Tesla server.

1.2.2. Tier 2. Tier 2 subscriptions will access data through a Licensee server and will not use a Tesla server.

1.3. Subscription Levels. Tesla may provide multiple subscription levels within each tier. Tesla will provide a description of each subscription level in the Documentation. Each level may receive access to a different set of capabilities, data, commands, and levels of service, according to its tier and its description in the Documentation.

1.4. Subscription Limitations. Each subscription level may have limitations (described in the Documentation) such as a limitation on the number or frequency of commands or that the subscription may use during a period of time. If a subscription reaches or exceeds a limitation, Tesla may (in Tesla’s sole discretion) suspend the subscription until it no longer exceeds the limitation or convert the subscription to a higher level in which the subscription would not exceed any limitation. Tesla will use reasonable efforts to notify Licensee if Tesla converts a subscription to a higher level. If Tesla converts a subscription to a higher level, Licensee shall pay all Fees associated with the higher level beginning on the date of the conversion.

2. Charges

2.1. Fees. Tesla will provide pricing information in the Portal which outlines the Fees associated with each subscription tier and level. Licensee shall pay to Tesla all Fees incurred by Licensee or through the use of Licensee's account. Fees are not refundable for any reason.

2.2. Payment. Licensee shall timely pay all Fees and Transactional Taxes according to the payment schedule and instructions provided by Tesla in the Portal without setoff, recoupment, or other reduction. All Fees and all payments shall be in U.S. dollars.

2.3. Late Payments. Licensee shall pay interest on late payments at the lesser of the rate of 1.5% per month or the highest rate allowed by applicable Law, calculated daily and compounded monthly. Licensee shall reimburse Tesla for all costs incurred in collecting any late payments, including legal fees and costs.

2.4. Taxes.

2.4.1. Taxes Generally. Except as set forth in this § 2.4, each party is solely responsible for taxes imposed or assessed on it or its activities, including (a) taxes relating to any income, property, or franchise, and (b) employer-related taxes with respect to its personnel (e.g., employee taxes, workers compensation and unemployment insurance).

2.4.2. Transactional Taxes. Licensee shall pay all Transactional Taxes applicable to the provision of the API and any services by Tesla. If Licensee is exempt from any Transactional Tax, Licensee must provide to Tesla a copy of each applicable exemption certificate.

2.4.3. Withholding Taxes. Licensee may not withhold any amount from its payments to Tesla unless such withholding is required by Law. Licensee shall provide Tesla with proof of payment of any withholding taxes.

3. License

3.1. License Grant. Subject to and conditional upon Licensee's strict compliance with this Agreement, Tesla grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly permitted herein) license during the Term and within the Territory to create an Application and to enable the Application to interact with Licensee Vehicle Data in accordance with this Agreement and the Documentation. Examples of permitted uses of the API include creating Applications that allows Users to: (a) issue certain commands to Licensee Vehicles (such as locking doors or climate controls) or (b) collect information about certain aspects of a Licensee Vehicle's state.

3.2. Tier-Specific License Rights.

3.2.1. Tier 1 Subscriptions. Tier 1 subscriber Applications may use the API to interact with Tesla's databases to retrieve the Tesla Content necessary to facilitate use of Tesla's products and services through the Applications by Licensee or Users.

3.2.2. Tier 2 Subscriptions. Tier 2 subscriber Applications running on a Licensee server may use the API to retrieve Licensee Content from Licensee Vehicles and may serve the Licensee Content to Users to facilitate use of Tesla's products and services through the Applications by Licensee or Users. Tier 2 subscriber Applications may not interact with Tesla's databases or other infrastructure or resources that Tesla provides solely for Tier 1 subscriptions.

3.3. Sublicenses. Licensee may sublicense its rights under this § 3 to one or more third party services providers within the Territory, to the extent Licensee owns each Licensee Vehicle and each such services provider agrees in writing to be bound to all of the terms and restrictions contained in this Agreement in a written contract that designates Tesla as an intended third-party beneficiary. Each act and omission of each such service provider relating to any access to or use of the API, any Application, Content, or Licensee Vehicle will be deemed an act or omission of Licensee to the same extent as though it were an act or omission of Licensee.

4. API Use and Restrictions

4.1. Requirements to Use API Subscription. In order to use the API, Licensee must: (a) keep its account in good standing, including timely making all payments to Tesla; (b) have a current subscription; (c) have a valid Key; (d) provide Tesla with the range of IP addresses from which Licensee will be accessing the API; and (e) comply with this Agreement.

4.2. Keys. Licensee will receive one Key per subscription. Keys are valid only during the Term. Keys are Tesla's property. Tesla may revoke a Key for any reason that would justify termination of this Agreement or suspension of Licensee's subscription.

4.3. Access Limitations. Licensee may access the API only by the means described in this Agreement and the Documentation. If Tesla assigns developer credentials (such as client IDs) to Licensee, Licensee must use them with the API. Licensee may not misrepresent or mask the identity of Licensee, its Application, or its API client when using the API or Licensee's developer accounts. Tesla may set and enforce limits on each subscription's use of the API (e.g. limiting the number of API requests or the number of Users), in Tesla's sole discretion. Licensee shall comply with such limitations and may not attempt to circumvent such limitations. Licensee may request changes to such limitations by contacting Tesla. Tesla may grant, deny, or condition such requests in any manner in Tesla's sole discretion.

4.4. Reporting Violations. Licensee must contact Tesla as soon as possible, and in no event no later than 48 hours, after becoming aware of any actual or suspected unauthorized access to or use of Licensee's Key or credentials or any unauthorized access to or use of the API or any Content.

4.5. Prohibited Conduct. Any of the following actions (or attempts to do such actions) by Licensee or by any person using Licensee’s Key will constitute a material breach of this Agreement:

4.5.1. Access (or attempt to access) the API in any manner other than as expressly permitted by this Agreement or the Documentation.

4.5.2. Exceed any limitation of a subscription level.

4.5.3. Share a Key with any third party.

4.5.4. Provide API access for any vehicle that is not a Licensee Vehicle.

4.5.5. Copy, in whole or in part, the API or Tesla Content.

4.5.6. Reverse engineer, decompile, disassemble or otherwise attempt to derive or gain access to the API, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

4.5.7. Rent, lease, sell, sublicense (except as expressly permitted herein), assign, distribute, publish, transfer or otherwise make available the API or Content or User Personal Data or Vehicle Data to any third party other than to Users in the Application.

4.5.8. Use the API or any Content in violation of any applicable Law.

4.5.9. Use the API or Content in a way that is false or misleading.

4.5.10. Use the API for the development of a competing software product or service.

4.5.11. Distribute or allow access or linking to the API or Content from any source other than the Application.

4.5.12. Create an Application that infringes any third party's rights, including a third party's IP Rights. Create an Application that contains any malware, software code or instructions designed to disrupt, disable, harm, interfere with or otherwise adversely affect computer programs, data files or operations, or other code typically described as a virus, Trojan horse, worm, back door or other type of harmful code that may damage any Tesla Content or Tesla databases.

4.5.13. Design or market an Application that has the purpose or effect of harassing, abusing, spamming, stalking, or threatening any Individual.

4.5.14. Re-play stored user passwords or credentials for vehicle commands which require such passwords in the API call.

4.5.15. Collect vehicle information without complying with the privacy and data protection obligations specified under § 8, including providing notice and obtaining prior written consent from the vehicle owner, vehicle operators, vehicle's drivers or passengers as applicable.

4.5.16. Exceed limitations imposed by Tesla on Licensee's subscriptions.

4.5.17. Circumvent, or attempt to circumvent, any security measure or any feature in the API or the Portal that is intended to prevent unauthorized use of the API or violations of this Agreement.

4.5.18. Fail to report a violation as required in § 4.4.

4.5.19. Use the API or any Application to provide a service that competes with any actual or anticipated service of Tesla, including any robotaxi service.

4.5.20. Use the API or any Application (or attempt to do so) for any automatic or autonomous control of any vehicle behavior or for emergency or life-saving purposes.

4.5.21. Access, store, use, or retain any Tesla account credentials (such as a username or password) for any Tesla account other than Licensee's Tesla account, including any Tesla account of any User or any customer or employee of Licensee.

4.5.22. Access, store, use, or retain any Vehicle Data or User data that Licensee obtained through the use of any Tesla account credentials (such as a username or password) for any Tesla account other than Licensee's Tesla account, including any Tesla account of any User or any customer or employee of Licensee.

4.5.23. Use any means other than the API or the Tesla mobile app to do any of the following:

4.5.23.1. Remote interactions with any Tesla vehicle software or Tesla-provided hardware for any vehicle for which Licensee has begun using the API.

4.5.23.2. Send commands to any Tesla vehicle.

4.5.23.3. Access any Vehicle Data that is stored in a Tesla vehicle.

5. Third-Party Materials

The API may include Third-Party Material. All Third-Party Material is licensed to Tesla on terms that are in addition to and/or different from those contained in this Agreement, including public license terms. In addition to this Agreement, all or any portion of the API that constitutes Third-Party Material is licensed to Licensee subject to the terms of the applicable third-party licenses. Any breach by Licensee of any such third-party license is a material breach of this Agreement. Licensee must promptly notify Tesla of any actual or suspected breach of any such third-party license and cooperate with Tesla as requested by Tesla to minimize the impact on Tesla of any such breach.

6. Reservation of Rights

Tesla reserves all rights not expressly granted to Licensee in this Agreement. The API and Content are licensed, not sold, to Licensee for use solely during the Term. The API and Content are protected by IP Rights. Tesla and its licensors and service providers reserve and retain their entire right, title and interest in the API and Content and all IP Rights arising out of or relating to the foregoing, except those rights expressly granted to Licensee in this Agreement. Licensee shall safeguard the API and Content in Licensee's possession from infringement, misappropriation, theft, misuse, or unauthorized access. This Agreement does not grant Licensee any rights to any trademark or service mark of Tesla.

7. Updates

Tesla may develop and provide Updates in Tesla's sole discretion. Tesla has no obligation to develop or provide any Updates at all or for particular issues. Licensee shall use Updates to the extent Tesla makes them available to Licensee. All Updates will form part of the API or Content (as applicable) and are subject to the terms of this Agreement, unless any such Updates are accompanied by separate terms. Updates may change any feature of the API or Content. Tesla does not guarantee that any particular feature of the API or Content will remain available or unmodified.

8. Privacy & Data Protection

8.1. Role of Parties. Each party is an independent controller of the Personal Data under applicable data protection laws, will individually determine the purposes and means of its processing of Personal Data, and will comply with the obligations applicable to it under all privacy and data protection laws. Licensee must have an applicable legal basis to Process Personal Data, and, where necessary, obtain consent from each Data Subject to facilitate use of the API pursuant to this Agreement.

8.2. API Clients and Monitoring. Tesla and its Affiliates may collect and use information regarding use of the API and Content by Licensee or through the Application and about equipment through which it is accessed and used. Tesla may use such information: (a) to monitor use of the API's to ensure quality (b) to improve the performance of the API or Content or developing Updates or improving Tesla's other products and services; (c) to verify Licensee's compliance with this Agreement; (d) to enforce or protect the rights or interests of Tesla and its affiliates; and (e) to validate navigation-dependent systems. This monitoring may include Tesla accessing and using Licensee's API Client or Application, for example to identify security issues that could affect Tesla or its users. Licensee may not interfere with this monitoring or access by Tesla. Tesla may use any technical means to overcome any interference that Tesla reasonably believes is occurring. To the extent any information collected and used by Tesla includes Personal Data, Tesla is separate Controller for the collection and use of such Personal Data for the above purposes and will Process such Personal Data in accordance with applicable data protection law and with the Tesla Privacy Notice.

8.3. Processing of Individuals' Personal Data in the Context of the API and Application.

8.3.1. Use of the API may enable Licensee to collect, use, disclose or otherwise process Personal Data about vehicle owners, vehicle operators, vehicle drivers, and passengers (each, an “Individual”). Without prejudice to the rest of this § 8, Licensee acknowledges that Licensee acts as a Controller when processing Individuals' Personal Data in the context of the API. As a Controller, Licensee has the sole and exclusive responsibility for complying with any and all applicable international, federal, state and local laws and regulations (depending on the jurisdiction of the API users) relating to the privacy, confidentiality, security and protection of Personal Data, including, without limitation: the California Consumer Privacy Act, Personal Information Protection and Electronic Documents Act in Canada, Mexico's Federal Data Protection law, privacy laws applicable to the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including the EU General Data Protection Regulation (GDPR); laws regulating unsolicited e-mail communications; security breach notification laws; laws imposing minimum security requirements and other regulations relating to the processing of Personal Data (collectively, “Data Protection Laws”). Licensee shall cooperate with Tesla in order to comply with, and to facilitate Tesla's compliance with, applicable Laws, including Data Protection Laws.

8.3.2. As required under applicable Data Protection Laws and this Agreement, Licensee must: (a) provide notice in clear and plain language to Individuals about the collection, use, or disclosure of their Personal Data; (b) provide all necessary notices to and obtain all necessary consents in writing from Individuals, in particular Licensee must obtain vehicle drivers' and passengers' explicit, prior, specific, informed and freely given consent for the processing of Personal Data which is at least as protective as identified in Standard Minimum Terms, and provide a copy of any such consent to Tesla upon request; (c) comply with applicable regulatory filings and legal requirements before a data protection authority, or alternatively, legal requirements in relation to maintaining respective data protection inventories; (d) comply with applicable labor law restrictions such as obtaining vehicle drivers' consent or informing, consulting or obtaining authorization from employees' representative or works council as applicable; (e) comply with applicable data transfer restrictions; (f) comply with requests and inquiries from competent data protection authorities; and (g) comply with Individuals' requests to exercise their rights of access, correction, blocking or deletion of Personal Data, or to withdraw their consent. Licensee must ensure that all Users understand and consent to the full scope of Licensee's Processing of Personal Data before downloading or installing the Application and before any Processing of such User's Personal Data occurs. Licensee shall make available to Users and shall adhere to a privacy policy with respect to the Application that complies with all applicable Data Protection Laws and all relevant app store policies and fully, accurately, and clearly describes to Users what data Licensee will collect, how Licensee will use and Process such data, and how Users can request access to and deletion of their Personal Data. Tesla will not respond to requests from Individuals, unless instructed by Licensee in writing to do so. Tesla will reasonably cooperate with Licensee if an Individual wants to access, rectify, delete or block his/her Personal Data or in case of an investigation by a data protection authority if Licensee has documented such requests in writing. Licensee shall reimburse Tesla for Tesla's costs arising from such cooperation.

8.3.3. Licensee may Process Tesla Personal Data only in accordance with Licensee's privacy policy, applicable Data Protection Laws, and this Agreement. Licensee's privacy policy does not supersede or modify, and may not be inconsistent with, this Agreement or the Tesla Privacy Notice. If any conflict exists between Licensee's Privacy Policy and the Tesla Privacy Notice, the Tesla Privacy Notice will take precedence. Licensee shall maintain publicly available and accurate links to its privacy policy for each Application.

8.3.4. With respect to international data transfers, the parties hereby enter into the Standard Contractual Clauses integrated into this Agreement. The processing operations are deemed to be those described in this Agreement. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood for the rights and freedoms of natural persons, parties shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including any other controls mandated by applicable data protection laws. Licensee must maintain reasonable and appropriate safeguards and other security measures designed to (a) ensure the security and confidentiality of Personal Data within the API; (b) protect Personal Data against any anticipated threats or hazards to the security and integrity of such information; and (c) protect Personal Data against any actual or suspected unauthorized processing, loss, use, disclosure or acquisition of or access to such information. Licensee shall exercise all necessary and appropriate supervision over its relevant personnel to maintain appropriate privacy, confidentiality, and security of Personal Data. Licensee must take its own precautions to ensure that the process, which Licensee employs for accessing the API does not expose Licensee to the risk of viruses, malicious computer code or other forms of interference which may damage Licensee own computer system. For the removal of doubt, Tesla does not accept responsibility for any interference or damage to Licensee's network or computer system, which arises in connection with use of this API.

8.3.5. Before an Application collects or stores any Recording or Precise Geolocation (whether on a local device or on a server), Licensee must obtain express, opt-in consent from each affected User, and the Application must display a reasonably conspicuous audio, visual, or other indicator to indicate (as applicable) that a Recording is being made or that a Precise Geolocation is being determined.

8.3.6. Licensee may not Process Tesla Personal Data that is an Individual's Sensitive Information. Licensee may not use data to infer or derive Sensitive Information regarding Individuals in the context of using the API or an Application.

8.3.7. An Application may not collect Personal Data or device data without prior, express, opt-in consent of the User. Licensee may not broaden or otherwise change the scope of usage for previously collected Personal Data or device data to include advertising without obtaining prior, expressly, opt-in User consent for such expanded or otherwise changed usage.

8.3.8. Licensee shall immediately notify Tesla and provide any information reasonably requested by Tesla if Licensee knows of or suspects any security incident or data breach involving Tesla Personal Data or any incident of unauthorized access to or Processing of Tesla Personal Data or any incident that has or is reasonably likely to compromise the security, confidentiality, or integrity of systems owned or used by Licensee or its Subprocessor that Process or relate to Tesla Personal Data. In the event of any of the foregoing incidents, Licensee shall consult and cooperate with Tesla, assist with any required notices, keep Tesla regularly updated about the incident, and immediately remedy any breach or potential vulnerability resulting from Licensee's possession, custody, control, or access to the Tesla Personal Data.

8.3.9. Except to the extent Licensee is required to retain Tesla Personal Data under applicable Law, Licensee shall promptly update and delete any Tesla Personal Data in its possession, custody, or control when:

8.3.9.1. Retaining it is no longer necessary for an Application's stated and approved functionality that is permitted under this Agreement;

8.3.9.2. Licensee stops operating the Application;

8.3.9.3. Tesla requests that Licensee delete it;

8.3.9.4. The applicable Individual exercises their right to deletion; or

8.3.9.5. Required by applicable Law.

8.4. Other Processing of Personal Data by Tesla.

8.4.1. Licensee consents for all other Processing of Personal Data by Tesla as described in this Agreement and in the Tesla Privacy Notice. Licensee shall obtain Data Subjects' prior written consent for the processing of Personal Data by Tesla in accordance with this Agreement and the Tesla Privacy Notice and which is at least as protective as identified in the Standard Minimum Terms.

8.4.2. At all times during the Term, Licensee shall maintain the confidentiality and security of all Personal Data and use appropriate organizational, technical, and administrative measures to protect the API, Content, and any and all Personal Data within Licensee's possession, custody, or control. Licensee shall maintain the security of Tesla Personal Data and use commercially reasonable efforts to protect Tesla Personal Data from unauthorized access or Processing, including encryption of the data in transit and at rest. Licensee shall fulfill its obligations with respect to Personal Data using reasonable safeguards for the data that are no less protective than industry-standard safeguards and with no less care than Licensee uses in connection with securing data with similar levels of sensitivity.

8.4.3. Licensee's access and use of the API and Content is conditional upon Licensee's compliance with this § 8.

9. Term; Termination; Suspension

9.1. Term. This Agreement, Licensee's subscription(s), and the license granted hereunder will remain in effect during the Term and will expire at the end of the Term.

9.2. Termination. Tesla may terminate this Agreement and/or the license granted hereunder if Licensee fails to strictly comply with this Agreement.

9.3. Effect of Termination or Expiration. Upon termination or expiration of the Term:

9.3.1. Licensee's subscriptions end, notwithstanding any Fees paid.

9.3.2. Licensee's Keys are hereby revoked.

9.3.3. Licensee must stop all use of the API and Content.

9.3.4. Licensee must destroy all Content and Documentation in Licensee's possession, custody, or control.

9.4. Suspension. Tesla may suspend Licensee's subscription at any time if Tesla reasonably believes that any event has occurred that would justify Tesla’s termination of this Agreement. Tesla will use reasonable efforts to inform Licensee of any suspension and the reason(s) for the suspension but is not required to provide notice before the suspension or within any specific timeframe. During any suspension, Licensee must do all of the following:

9.4.1. Stop all use of the API and Content for the duration of the suspension.

9.4.2. Work diligently to cure all breaches of the Agreement.

9.4.3. Continue timely payment of fees.

10. Warranties

10.1. Tesla's Warranties. The API and Content are provided to Licensee on an “as is where is” and without warranty of any kind. To the maximum extent permitted under applicable law, Tesla, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims any and all warranties, conditions or other terms, whether express, implied, statutory or otherwise, with respect to the API and all Content, including all implied warranties of accuracy, satisfactory quality, merchantability, fitness for a particular purpose, security, completeness, reliability, performance, timeliness, or continued availability, title, and noninfringement, and any warranties that may arise out of course of dealing, course of performance, use, or trade practice. Without limitation to the foregoing, Tesla provides no warranty or undertakings, and makes no representation of any kind that the API or Content will meet Licensee’s requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Further, Content may be unavailable at any time for reasons such as a failure of hardware, software, telecommunications, a service provider, or scheduled maintenance. In any such case, Tesla cannot guarantee the duration of any outage but will use reasonable efforts to restore access to the API and Content within a reasonable time. Tesla does not guarantee that Licensee or Users will receive from Tesla or through the API any notification about events affecting any vehicle status or events, including safety-critical or security-related events such as any collision, airbag deployment, damage, unauthorized entry, lockout, or theft.

10.2. Licensee's Warranties. Licensee represents and warrants each of the following to Tesla:

10.2.1. All Personal Data and Vehicle Data Processed by Licensee or its Processors has been Processed at all times in compliance with applicable Law.

10.2.2. All Personal Data and Vehicle Data that Licensee provides to Tesla or its Processors has been Processed at all times in compliance with applicable Law.

11. Limitation of Liability

11.1. Exclusion of Liability. To the maximum extent permitted by Law, in no event will Tesla or its affiliates, or any of their respective licensors or service providers, be liable to Licensee or any third party for any use, interruption, delay or inability to use the API or Content, lost revenues or profits, delays, interruption or loss of services, business or goodwill, loss or corruption of data, loss resulting from system failure, malfunction or shutdown, failure to accurately transfer, read or transmit information, failure to update or provide correct information, system incompatibility or breaches in system security, or for any consequential, indirect, or special loss or damage, whether arising out of or in connection with this Agreement, breach of contract, tort (including negligence) or otherwise, regardless of whether such loss or damages were foreseeable and whether or not Licensee or Tesla was advised of the possibility of such damages. The foregoing includes, without limitation, any damages, injury, or liability of any kind arising from or caused by any viruses, bugs, human action or inaction, any computer system, phone line, hardware, software, or program malfunctions, or any errors, failures, or delays in computer transmissions or network connections.

11.2. Liability Cap. To the maximum extent permitted by law, the aggregate liability of Tesla and its Affiliates, as well any of their respective licensors and service providers, arising out of or related to this Agreement, the API, or Content, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, shall be limited to the amount of Fees paid by Licensee during the 6-month period prior to the month in which the most recent event giving rise to liability occurred.

11.3. Applicability of Limitations. The exclusions and limitations in §§ 11.1 and 11.2 shall apply to the maximum extent permitted by Law, even if Licensee's remedies under this Agreement fail of their essential purpose. Subject to the foregoing, all remedies provided herein are cumulative and in addition to and not in lieu of any other remedies available to a party under the Agreement, at law, or in equity. Licensee acknowledges that any violation by Licensee of this Agreement will cause irreparable harm to Tesla for which monetary damages would be inadequate, and Licensee consents to Tesla obtaining any injunctive or equitable relief that Tesla deems necessary or appropriate in such circumstances without the necessity of posting bond or any proof of action, injury, or damage.

12. Indemnification

Licensee shall defend, indemnify, and hold harmless the Tesla Indemnitees on demand from and against all Claims and Losses relating to, arising out of, or based on allegation of (a) breach of this Agreement; (b) the development, maintenance, or use of an Application (including any infringement of any IP Rights); and (c) any third-party Claims (including from Data Subjects or from vehicle owners, drivers, or passengers) arising out of any breach of this Agreement. Licensee's obligations in this § 12 will apply regardless of whether a Claim arises in tort, negligence, contract, warranty, strict liability or otherwise. To the maximum extent permitted by Law, Licensee's obligations in this § 12 will apply even if a Tesla Indemnitee's conduct has contributed a Claim or Loss but will not apply to the extent that such Claim or Loss was caused solely and directly by a Tesla Indemnitee's gross negligence or willful misconduct.

13. Confidentiality

13.1. NDA. The NDA is incorporated by reference into this Agreement, mutatis mutandis, and sets out the parties' confidentiality obligations. The terms of the NDA will continue in force throughout the term of this Agreement and for 3 years following any expiration or termination of this Agreement.

13.2. Certain Confidential Information. Tesla's Confidential Information includes all of the following: (a) the existence and terms of this Agreement, (b) information and data provided by Tesla to Licensee under this Agreement, including without limitation the API, Content, information about Tesla's data collection or other processes, Keys, and related documentation.

13.3. No Publicity. Neither party may make any public announcements about the existence or terms of this Agreement, or use the other party’s marks, names or logos in any marketing literature, web sites, articles, press releases (including interviews with representatives of media organizations of any form), or any other document or electronic communication, without the other party’s prior written consent. Nothing in this Agreement prohibits either party from making public announcements about its own products or services or from making any public disclosure or filing that it determines in good faith is required by Law or the rules of the stock exchange on which its shares, or the shares of its parent company, are listed.

14. Governing Law and Arbitration

This Agreement and any dispute, controversy, or claim that arises out of or relates to this Agreement, the API, Content, or any Application (“Dispute”) is governed by the Laws of the State of Texas, without regard to the conflicts of law principles. Any Dispute shall be referred to and finally resolved solely and exclusively by arbitration administered by the Judicial Arbitration and Mediation Services (“JAMS”) in accordance with its arbitration rules in force when the notice of arbitration is submitted, which rules are deemed to be incorporated by reference herein. The seat of arbitration shall be Austin, Texas. There shall be a single arbitrator. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Arbitration Confidential Information”) shall not be disclosed to any third party except the tribunal, the parties, their counsel, experts, witnesses, accountants and auditors, insurers, and any other Person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Arbitration Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, enforce or challenge an award in bona fide legal proceedings.

15. Audit

Tesla may audit Licensee’s Application, records, and/or activities relating to Licensee’s use of the API to verify compliance with this Agreement. Licensee shall provide reasonable access and assistance to Tesla required in performance of such an audit.

16. Miscellaneous

16.1. Entire Agreement; Severability. This Agreement (including the NDA) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings. If any provision of this Agreement is held invalid by an arbitrator or court having jurisdiction, such provision will be severed and the remainder of the Agreement will remain in full force and effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective administrators, successors, and assigns.

16.2. Writing Requirement. All notices, authorizations, approvals, consents, and requests allowed or required under this Agreement shall be in writing via email.

16.3. Assignment. Neither party shall transfer or assign this Agreement, in whole or in part, whether directly or indirectly, by operation of Law or otherwise, to any third party without the prior written consent of the other party, and any attempt to do so is null and void.

16.4. Amendment; Modification; Waiver. No amendment or modification to this Agreement is effective unless it is in writing and signed by both parties. No waiver of any right by any party is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right or remedy under this Agreement precludes any other or further exercise thereof or the exercise of any other right or remedy.

16.5. Third-Party Beneficiary. There are no third party beneficiaries of this Agreement.

16.6. Survival. Provisions of this Agreement which by their nature contemplate or govern performance or observance after the termination or expiration of this Agreement shall survive such termination or expiration.

16.7. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

16.8. Construction. No provision of this Agreement shall be construed or interpreted for or against either party because such party drafted or caused its legal representative to draft the provision.

16.9. Compliance With Laws. Each Party shall, at its own expense, comply with all Laws applicable to its business and the performance of this Agreement.

1. Requirement to Obtain Consents

Licensee shall obtain all necessary consents (at least to the extent required by this Agreement and applicable Law) from all relevant Individuals to access, collect, or control data with respect to vehicles in the context of the API, the Application, and/or the Tesla Privacy Notice. In particular where required by Law Licensee shall obtain vehicle drivers’ and passengers’ explicit, prior, specific, informed and freely given consent for the processing of Personal Data which is at least as protective as identified in these Standard Minimum Terms.

2. Minimum Privacy and Data Protection Consent Language

2.1. By signing or accepting this form, you consent to the processing of your Personal Data by __________ (“Licensee”) in the context of the Licensee’s application titled: __________ (“App”). Licensee is the data controller responsible for the processing of your Personal Data in the context of the App.

2.2. By signing or accepting this form, you also acknowledge receipt of the Tesla Customer Privacy Notice available at https://www.tesla.com/legal/privacy (“Tesla Privacy Notice”) and consent to processing of Personal Data by Tesla in accordance with the Tesla Privacy Notice.

2.3. The App will allow you to benefit from advanced functionalities and will allow Licensee to better manage its fleet. These functionalities may include remote vehicle commands (e.g., locking/unlocking doors, opening trunk, enable remote start if correct password is provided, open/close roof, honking horn, flashing lights, climate controls, and charge limit) and remote collection of information about vehicle state (including if the vehicle is locked or not, charge state, climate state, current location, and drive state).

2.4. You understand and agree that to benefit from the App advanced functionalities and Licensee's fleet management, Licensee must process some of your Personal Data, which may include vehicle identification number, speed information, odometer readings, battery use management information, battery charging history, electrical system functions, software version information, safety related data (including information regarding the vehicle's SRS systems, brakes, security, e-brake), data about any issues that could materially impair operation of your vehicle; data about any safety critical issues; data about software and firmware update, vehicle and drive state data (including the road segment data and current location) and other data to assist in identifying and analyzing the performance of the vehicle.

2.5. Licensee will only use this information as described in this document and in particular to (a) provide you with the above functionalities, (b) issue certain vehicle commands or collect information about certain aspects of a vehicle's state, (c) advise you on important safety-related information, (d) collect information about your vehicle's performance and provide services related to your vehicle, (e) collect information about the use of the vehicle in order to better manage our fleet, and (f) provide services to vehicle's passengers where applicable.

2.6. Licensee maintains administrative, technical, and physical safeguards designed to protect Personal Data against accidental, unlawful or unauthorized destruction, loss, alteration, access, disclosure or use. Licensee will only retain your Personal Data for as long as necessary to provide you with the App, unless otherwise authorized by you, or required or authorized by applicable law.

2.7. Subject to applicable law, you may have the right to request access to and receive information about your Personal Data, update and correct inaccuracies in your Personal Data, and have the information deleted, as appropriate. These rights may be limited in some circumstances by local law requirements. You also have the right to withdraw your consent at any time without cost and to access your consent declaration at any time. To exercise your rights or for more information about the App, contact Licensee as follows:

I consent to the collection, use, and processing of my Personal Data as described above.