Terms and Conditions

INSURANCE PRE-BOOKING TERMS AND CONDITIONS
(Please read carefully.)

Tangerine Innovation Holding Inc, (“Tangerine” or “we” or “us) is an AI-powered data analytics company for smart mobility, offering solutions for fleet management, shared mobility, insurance telematics and vehicle telematics. Tangerine provides a video telematics solution (“Device”) that monitors vehicle status in real-time, and reduces risk of costly incidents. We are launching a low-cost Tangerine powered insurance policy (“Insurance”) specially designed for trucking fleets utilizing the Tangerine telematics solution. These Pre-Order Terms and Conditions (these “Terms”) govern the placing of a Pre-Order with Tangerine for a Device bundled with the Insurance policy. Please read all of these Terms carefully before submitting your Pre-Order. By submitting your Pre-Order, you agree to be legally bound by these Terms.

You agree to Pre-Order the Device, along with Insurance which are bundled and sold as a single product (together referred to as the “Product”), by filling in the details and submitting the form on or opened through the website page www.simpletruckeld.com/register. After you make your Pre-Order Payment, we will use best efforts to ship the Device in a timely manner depending on availability. The Device includes video telematics, ELD and 1 GB of free data service, pursuant to the terms and conditions of this Agreement. Device options, new features or hardware released after the date you place your order may not be available or included in the Device you receive. Tangerine currently expects to begin the offering of Insurance, in cooperation with our partners, as described herein, on or before 30 September 2021. After the Insurance offering is launched, an eligibility review will be conducted in accordance with criteria to be determined as part of the Insurance policy development, and we will subsequently issue the related Insurance policy to you based on your eligibility and qualifications.

No Obligations

Each Pre-Order you submit acts as a deposit for a future purchase of the Device and/or the Insurance. You are under no obligation to purchase the Device from us, and we are under no obligation to supply you with the Device after receipt of the Pre-Order payment.

These Terms do not constitute an agreement for the sale of the Insurance policy and do not lock in any Insurance pricing. By submitting your Pre-Order, you are soliciting Tangerine and our partner (Triesten Technologies LLC) to send you additional information regarding the Insurance policy offering. Nothing in this agreement shall create an obligation to offer you an Insurance policy, now or at any future date. To complete the purchase of the Insurance you will be required to submit your personal information as required to pass an eligibility review, and must pass such review by meeting the eligibility requirements as may be put in place in accordance with the final terms and conditions of the Insurance policy. After eligibility has been determined you will be required to execute the Tangerine Insurance Policy Agreement (“Insurance Agreement”) which will include additional terms and conditions, including pricing for participation in the Insurance policy and usage of the Device. At this point in time, Tangerine is not an insurance company, and is not in the business of providing insurance. We are not a licensed insurance agent or insurance provider. The Insurance policy provided pursuant to the Insurance Agreement shall be provided solely by our partner until Tangerine or a related entity has necessary approvals to be an insurance provider. Additional payment for the Insurance policy, including taxes and other governmental fees, will be required at that time.

We may decline Pre-Orders to avoid over-subscription or as we deem appropriate in our sole discretion. If your Pre-Order is declined, you will be notified and your Pre-Order payment will be refunded.

Pre-Order Price and Payment, Taxes and Official Fees:

The Pre-Order price of the bundled Product is US$ 425 (the “Pre-Order Fee”) when you place your Pre-Order with us via the form identified above. This amount excludes applicable taxes and other fees payable at the relevant time. By submitting the Pre-Order form you agree to pay the full Pre-Order Fee (plus applicable taxes and fees) and authorize Tangerine to charge your payment details accordingly. Tangerine reserves the right to change the Pre-Order Fee for future purchases at any time, depending on business need. After the Insurance policy is launched, the amount required to be paid for a Pre-Order will be adjusted to account for costs of Insurance.

Placing a Pre-Order with us constitutes your express agreement to be charged the Pre-Order Fee using your provided payment method. Your Pre-Order Fee payment will be applied toward the premium or fees due upon execution of an Insurance Agreement.

This Pre-Order Payment and this Agreement are not made or entered into in anticipation of or pending the finalization of any other agreement.

No Guarantee of Shipping Date:

You are pre-ordering a Device that will be produced for you in the future and your delivery priority status will be determined by the date of payment on your Pre-Order, with earlier dates securing earlier priority for Device delivery based on conditions and availability. The actual date for shipping for any accepted Pre-Order will depend on a variety of factors, including the date of payment on your Pre-Order, our manufacturing schedule etc. There is no guarantee as to shipping date based on your Pre-Order.

Although we will make efforts to begin delivering Products as soon as reasonably practicable, you understand and agree that there may be delays. An estimated time of delivery (ETD) is only an estimate, is subject to change, and Tangerine does not represent or warrant that it will be able to ship the Product by the estimated date. As a result, in the event that a delay arises and the estimated shipment and/or release of the product is not met, Tangerine is not responsible for any damages that may occur due to the delay, nor shall it be obligated, except as set forth in these Terms, to provide any discounts, refunds or credits due to any such delays. We will provide you with periodic updates with respect to such delivery schedules. If for any reason you decide that you do not wish to continue to wait for your Product, you may cancel your reservation as provided below.

Cancellation and Refund:

If you have not yet received your Device, you can cancel your Pre-Order and receive a full refund by getting in touch with our or our partner’s (Triesten Technologies LLC) customer success team within 30 days of payment of the Pre-Order Fee. You will receive your refund within approximately 10 business days upon receiving a request for the same. If you receive a Device after requesting a refund, you are required to immediately return the device to Tangerine, or alternatively Tangerine shall withhold any requested refund.

After 30 days from payment of the Pre-Order Fee, and during the launch of the Insurance offering, your case will be evaluated for risk coverage, and it will be at the Insurance company’s discretion to award you the policy. In case your insurance application gets rejected and we are not able to provide you with coverage, your Pre-Order Fee will be refunded in full if prior to the shipping of the Device unit. In the event Insurance policy denial comes after the Device has been received and used, Tangerine shall deduct directly from the Pre-Order Fee costs and charges as necessary to cover costs of the Device and telematics (ELD) services availed from Tangerine or its authorized partner (Triesten Technologies LLC). In this case, continued use of the Device will be conditioned on execution of a Final Sales Agreement.

Tangerine may unilaterally cancel any order for the Product that we believe, in our sole discretion, has been made with a view toward resale, or misuse of the video telematics solution or that we determine has otherwise been made in bad faith. We may also cancel your Pre-Order and refund your Pre-Order Payment if we discontinue a product, feature or option after the time you place your Pre-Order or if we determine, in our sole discretion, that you are acting in bad faith. In the event of any such unilateral cancellation or refund, Tangerine is under no obligation whatsoever to provide any explanation or documentation in support of such decision-making process.

Any refund provided under this Agreement shall not include any interest.

Limitation of Liability

Under no circumstances whatsoever, subject only to the limits of applicable law, shall Tangerine or its authorized partner(s) (Triesten Technologies LLC) be liable to you for any direct, special, consequential, punitive, indirect, or incidental damages of any kind whatsoever, including lost profits, loss of business or loss of opportunity, regardless of the basis or circumstances of any claim, damage, loss or expense, whether in contract, tort (including negligence) or otherwise, and regardless of whether we have been advised of the possibility of any claims, damages, losses or expenses. You shall not be entitled to receive a Device, the telematics services offered by Tangerine, or the Insurance as a remedy to any claim hereunder. Your sole and exclusive remedy under this Agreement will be limited to reimbursement of your Pre-Order Payment. Our liability shall not exceed, in the aggregate, the amount of your Pre-Order fee.

Governing Law:

The terms of this Agreement are governed by, and to be interpreted according to, the laws of the State of California. You agree that the State of California has exclusive jurisdiction to settle any dispute, controversy or claim arising from or connected with these terms.

Class action and Jury Trial:

In addition, to the fullest extent permitted by applicable law, no claim under this agreement shall be joined to any other claim from other current or former users of the site or otherwise related to the devices or any other Pre-Orders. No claim brought under this agreement shall proceed as a class action.

Further, you hereby waive any right to trial by jury in any action or proceeding arising out of or relating to these terms, whether now existing or hereafter arising, and whether sounding in contract, tort or otherwise. You agree that we may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among us to irrevocably waive trial by jury.

Entire Agreement:

This Agreement contains the entire agreement representing the full understanding between Tangerine and you. Prior agreements, oral statements, negotiations, communications or representations about the product sold under this Agreement are superseded by this Agreement. Terms relating to the Pre-Order not expressly contained herein are not binding.

Assignment:

We may assign this Agreement at our discretion to one of our affiliated entities, or to any other party.

This Agreement is offered solely to you, and is not able to be assigned by you in whole or in part to any other party. The Insurance policy described herein, and the right to receive the same on the terms described herein, is available only to you and may not be assigned or transferred to any other party for any reason.

State Specific Provisions:

Insurance policy will be issued in accordance with the law as specified in the Insurance policy as set and issued by Tangerine’s partner

Agreement to Arbitrate:

If you have a concern or dispute, please send a written notice describing it and your desired resolution to - resolutions@tangerine.ai.

If not resolved within 60 days, you agree that any dispute arising out of or relating to the performance of any aspect of this Agreement between you and Tangerine will be decided by a single arbitrator in accordance with the Rules of the American Arbitration Association (AAA) under its Consumer Arbitration Rules. This includes claims arising before this Agreement, such as claims related to statements about our products. Arbitration shall be conducted in English language. The seat of arbitration shall be Los Angeles CA, USA.

If a court or arbitrator decides that any part of this agreement to arbitrate cannot be enforced as to a particular claim for relief or remedy, then that claim or remedy (and only that claim or remedy) must be brought in court and any other claims must be arbitrated.

Disclaimer:

Pre-booking insurance doesn’t bind Tangerine or its partner (Triesten Technologies LLC) to definitely offer a risk cover mechanism or an Insurance policy. Tangerine and its partner (Triesten Technologies LLC) may wish to deny the coverage if a policy holder doesn’t meet eligibility standards, inclusive but not limited to at-fault accident history, number of traffic or other legal violations, type of asset, coverage area, or other requirements as determined by the Tangerine and its partner. Final issuance of an Insurance policy will be as per the approved regulator and at the discretion of Tangerine or its partner (Triesten Technologies LLC) in accordance with evaluation criteria set by Tangerine or its partner (Triesten Technologies LLC).

Severability:

In the event any part of this Agreement may prove to be illegal or unenforceable for any reason the other provisions of this Agreement shall remain in full force and effect.

Disclosure:

Tangerine plans to offer an AM Best rated product in collaboration with its (re)insurance and fronting partners. The term plan

makes it forward-looking information. Making assumptions is subject to inherent risks and uncertainties which give rise to the possibility that the predictions, forecasts, expectations or conclusions will not prove to be accurate, that the insurance product assumptions may not be correct and thus the insurance product offering is not made/launched.

This Agreement is entered into and effective as of the date you accept this Agreement, by electronic means or otherwise. By confirming and accepting this Agreement, you agree to the terms and conditions of this Agreement.