Terms and Conditions

1. SERVICES AND SUPPORT

1.1 Service. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services [for Customer’s internal business purposes in accordance with this Agreement].

1.2 Order of Precedence. If an exhibit hereto directly conflicts with these Terms and Conditions, such exhibit will prevail. If an Order Form directly conflicts with these Terms and Conditions or an exhibit hereto, then such Order Form will prevail over these Terms and Conditions and such exhibit.

2. RESTRICTIONS AND RESPONSIBILITIES; ACKNOWLEDGEMENTS

2.1 Restrictions. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data provided as part of the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the service to develop a similar or competing product; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; disclose or publish any benchmarking or performance testing results relating to the Services without the Company’s prior written consent; or remove any proprietary notices or labels.

2.2 Customer Compliance. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 System Changes. Company may in its sole discretion make changes to the Services, including as Company deems necessary or useful to maintain or enhance the quality, functionality, performance, reliability or cost efficiency of the Services or to comply with applicable law, regulations or rules (each, a “System Change”). Company will provide reasonable prior written notice to Customer of any System Change that Company reasonably determines is likely to require material modification to Customer’s applications or use of the Services. Company may require Customer to obtain and use the most recent version of the Software and/or may deprecate older versions of the Software. Any written notice by Company under this Section may be given through any reasonable means, including notification on or through the Software. Customer acknowledges and agrees that Customer’s use of any version of the Software other than the most recent version may adversely affect how Customer’s applications communicate or interoperate with the Software. Customer shall have certain early termination rights with respect to System Changes as set forth in the “Term and Termination” section below.

2.4 Suspension of Services. Company may suspend the access or use by Customer or any of Customer’s employee, consultant, contractor, representative or agent that has been supplied user credentials for the Software or provided access to the Services (each, an “Authorized User”) to any portion of the Services, if Company determines or suspects, each in its reasonable discretion, that (a) Customer’s or an Authorized Users’ continued access or use entails a security risk to Company, the Software or any other customer, vendor or supplier of Company; (b) Customer or an Authorized User is violating any material provision of this Agreement; (c) Customer or an Authorized User is accessing or using the Software for any fraudulent or illegal activity; (d) Company’s provision of the Services to Customer or an Authorized User violates applicable law, regulation or rule; or (e) any vendor, supplier or provider of Company has suspended or terminated Company’s or Customer’s access to or use of any third-party product or service that is required for Company to provide the Services or to make available or for Customer to access or use the Software. Any such suspension will be reasonably tailored in scope and duration to address the underlying events. In the event of any suspension under subparagraph (e), Company will use commercially reasonable efforts to secure a substitute product or service that is a reasonably suitable to the needs of Customer and provides substantially similar functionality, utility and costs to Customer as the previous product or service (the “Substitute Service”) within fifteen (15) business days following such suspension. Customer shall have certain early termination rights with respect to Substitute Service as set forth in the “Term and Termination” section below.

2.5 Third-Party Service. To use the Software or the other Services, Customer may purchase products or services provided by a third party or Company may resell, license, sublicense or otherwise make available to Customer through the Software or Services certain products or services provided by third parties (collectively, the “Third-Party Service”). Customer agrees that any Third-Party Service used by Customer in connection with the Software or the other Services may be subject to Company review, and the Company in its sole discretion may choose to deny any Third-Party Service. Notwithstanding, Customer acknowledges that the relevant third-party provider (the “Third-Party Provider”) of the applicable Third-Party Service, not Company, is responsible for performance of its respective Third-Party Service(s) and, except as required by applicable privacy law or regulation, Company has no liability for the acts or omissions of Third-Party Providers. Customer hereby authorizes and directs Company to, as necessary to perform the Services: (i) transmit the Customer Data to the Third-Party Providers and (ii) access, use and retrieve on Customer’s behalf the Third-Party Services.

2.6 Third-Party Terms. Any access to or use of a Third-Party Service used by Customer or made available to Customer by Company through the Software is subject to the terms of this Agreement and the applicable terms and conditions governing the Third-Party Service (the “Third-Party Terms”). In the event of any conflict between the Third-Party Terms and any other provision in this Agreement, the Third-Party Terms will prevail solely with respect to the applicable Third-Party Service. If a Third-Party Provider requires Customer to agree to changes to its Third-Party Terms for Customer to continue to access certain Third-Party Services, Company will notify Customer of the changes and their effective date. Upon the effective date of such changes, following receipt of such notice, Customer will not engage in further access to or use of the applicable Third-Party Services unless it has accepted such changes, and Customer’s continued use of the applicable Third- Party Service after receipt of such notification and the effective date of such changes will constitute Customer’s acceptance of such changes.

2.7 Customer Inputs. Customer acknowledges and agrees that certain aspect of the Services, including the Software, provided to Customer under this Agreement functions and operates following the rules, conditions, inputs, updates and instructions provided by Customer or its employees, contractors, agents or representatives (collectively, the “Customer Inputs”). Company does not have any obligation to review, verify or audit any Customer Inputs. Customer shall have sole responsibility to ensure the accuracy of the Customer Inputs provided to the Software and have sole liability with respect to any Customer Inputs. Customer grants Company the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to: (a) provide any Services and support; (b) derive or generate data per Section 3.7; and (c) as otherwise required by applicable laws or as agreed to in writing between the parties.

2.8 Customer Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use disclosure to third parties, except for employees, agents, contractors, and other representatives having a legitimate need to know (including, for freightmate, any subcontractors), provided freightmate remains responsible for such recipients’ compliance with these Sections 3.1 and 3.2 and that they are bound to confidentiality obligations no less protective than this Sections 3.1 and 3.2.. The obligations in this Section shall not apply to any information that the Receiving Party can demonstrate by competent evidence: (a) was publicly available at the time of disclosure or becomes publicly available through no fault of the Receiving Party; (b) was in the Receiving Party’s possession without restriction prior to disclosure by the Disclosing Party; (c) was rightfully disclosed to the Receiving Party by a third party without restriction and without breach of any duty of confidentiality; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Proprietary Information.

3.2 In the event of a required disclosure under applicable law, the Receiving Party will provide the Disclosing Party prompt written notice of any subpoena, court order or other governmental authority requirement requiring the Receiving Party to disclose Proprietary Information of the Disclosing Party. The Receiving Party will cooperate with all reasonable efforts by the Disclosing Party (at the Disclosing Party’s sole cost and expense) to obtain a protective order or similar remedy. If the Disclosing Party elects not to seek, or is unsuccessful in obtaining, any such protective order or similar remedy and if the Receiving Party is advised by reputable legal counsel that the disclosure of Proprietary Information is required pursuant to applicable law, then the Receiving Party may disclose such Proprietary Information only to the extent required and will use commercially reasonable efforts to ensure that such Proprietary Information is treated confidentially by each third party to which it is disclosed.

3.3 As between the Company and Customer, the Company retains all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing (collectively, the “Company IP”). With respect to each Third-Party Service, the applicable Third-Party Provider retains all right, title and interest, including all intellectual property rights, in and to its respective Third-Party Services, including any data or databases contained therein. Customer has no right, license or authorization with respect to any of the Company IP or Third-Party Services except as expressly set forth in this Agreement or the applicable Third-Party Terms, in each case subject to any restrictions set forth in this Agreement or the applicable Third-Party Terms.

3.4 As between Customer and the Company, Customer retains all right, title and interest in and to all Customer trademarks, logos and promotional materials and Customer Data, including all intellectual property rights thereto, subject to the rights and permissions granted herein. Customer hereby grants to the Company a worldwide, fully-paid, royalty-free, irrevocable, sublicensable (through multiple tiers), non-exclusive right to access, store, analyze, process, maintain, copy, display, perform, transmit and otherwise use the Customer Data solely for the purposes of (i) exercising its rights hereunder, (ii) modifying, improving, or enhancing the Services and Software; (iii) delivering and providing the Services and fulfilling its obligations hereunder, including in connection with the provision to Customer of any insights, reporting, and other product features of the Software or Services, and/or (iv) complying with applicable law, regulations or rules. The duration of the foregoing license shall be for as long as reasonably necessary for the Company to achieve its purposes under (i) through (iv) above.

3.5 Each party will continue to own its respective intellectual property that is: (i) made, conceived, created, developed, reduced to practice, or licensed by such party prior to the Effective Date; and (ii) any intellectual property made, conceived, created, developed, reduced to practice, or licensed by such party after the Effective Date but outside the scope of this Agreement, and with respect to the Customer, provided that such intellectual property was developed without use or reference to any Company Proprietary Information (collectively, “Pre-Existing IP”). In the event any Customer Pre-Existing IP is incorporated into the Software, Services or any deliverables thereunder, Customer hereby grants to Company a nonexclusive, royalty free, perpetual, irrevocable, world-wide license to use, copy, and fully exploit such Pre-Existing IP to the extent necessary to use such Customer Pre-Existing IP for the Company’s business purposes.

3.6 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data for statistical and research purposes and to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose, share and charge for such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.7 From time to time, Customer may provide feedback, input, information, communications or materials to Company commenting on or suggesting, requesting or recommending changes to the Software or the Services, including new or updated features or functionality relating thereto (collectively, “Feedback”). Customer may provide Feedback regarding Customer’s (or its Authorized User’s) access to or use of the Software or Services. The Company may (but will not be required to) use, without any attribution or compensation to Customer, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback for any purpose whatsoever, and Customer hereby grants Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Software, Service, or other products or services, and create other products and services]. Customer will ensure that all authors of the Feedback have waived all moral rights that they may have therein for the benefit of the Company and its successors, assigns and licensees. The Company has, and may in the course of performing the Services develop, certain general knowledge, experience and know-how (including processes, ideas, concepts and techniques) pertaining to the Services and will not be prohibited or enjoined from using any such knowledge, experience and know-how for any purpose.

3.8 Injunctive Relief. The parties acknowledge that a breach or threatened breach of this Section 3 (Confidentiality; Proprietary Rights) may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, either party may seek equitable relief, including injunctive relief and specific performance, to prevent or restrain any such breach or threatened breach, without the necessity of proving actual damages or posting bond or other security.

4. PAYMENT OF FEES

4.1 Customer will pay Company the then applicable fees described in the Service Agreement for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds any service capacity or limitations set forth in the applicable Order Form, or otherwise requires the payment of additional fees (per the terms of this Agreement or any applicable Order Form), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

5. TERM AND TERMINATION

5.1 Term. Subject to earlier termination as provided below, this Agreement is for the Initial Term as specified in the Service Agreement (the “Initial Term”). On expiration of the Initial Term, the Service Agreement and this Agreement automatically renew for additional successive twelve (12)-month terms unless and until either party provides notice of nonrenewal at least 30 days before the end of the then-current term (including the Initial Term), or unless and until earlier terminated as provided under this Agreement (each a “Renewal Term” and together with the Initial Term, the “Term”). If the Term is renewed for any Renewal Term(s) pursuant to this Section, the terms and conditions of this Agreement during each such Renewal Term are the same as the terms in effect immediately before such renewal, subject to any applicable change in the Fees payable for the Services and payment terms during the applicable Renewal Term. For avoidance of doubt, except for the termination provisions below, there shall be no other avenues of termination, including any termination for convenience. Unless any refunds are contemplated below that would relieve Customer of obligations to pay any further amounts, Customer shall be liable for all Fees contemplated during the applicable Term of this Agreement.

5.2 Termination for Breach or Insolvency. Either party may terminate this Agreement if the other party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof from the non-breaching party. In addition, either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or becomes the subject of any bankruptcy or similar proceeding that is not dismissed within thirty (30) days. For any such termination by Customer, Customer will be entitled to a refund upon request of the prorated, unused portion of any prepaid Fees. For any such termination by Company, all undisputed Fees that would have become payable had the Agreement remained in effect until expiration of the applicable Term will become immediately due and payable, and Customer will pay such undisputed Fees, together with all previously accrued but not yet paid undisputed Fees, on receipt of the corresponding invoice.

5.3 Termination for System Change. If a System Change materially diminishes the utility of the Software to Customer or necessitates unduly burdensome changes to Customer’s applications, as shown by Customer with competent written records, Customer may terminate this Agreement effective upon sixty (60) days’ prior written notice to Company delivered within thirty (30) days after the effective date of the System Change.

5.4 Termination for No Substitute Service. If Company is unable to procedure a Substitute Service within the appropriate time frame and such failure materially diminishes the utility of the Software to Customer or necessitates unduly burdensome changes to Customer’s applications, Customer may terminate this Agreement effective upon sixty (60) days’ prior written notice to Company delivered within thirty (30) days after the effective date of the end of the 10-business day period above.

5.5 Effect of Termination. Upon the expiration or termination of this Agreement, Customer’s (and its Authorized Users’) rights to access and use the Software and Services provided hereunder, and all other rights granted to Customer, will immediately terminate and Customer and its Authorized Users must immediately cease using the Software and Services. Upon the expiration or termination of this Agreement, (a) the Receiving Party will promptly destroy, or to the extent reasonably practicable return to the Disclosing Party, the Proprietary Information of the Disclosing Party in the Receiving Party’s possession or control, provided that the Receiving Party may retain copies of Proprietary Information solely to the extent necessary to satisfy legal or regulatory requirements and in its backup, archive, logs and disaster recovery systems until such information is deleted in the ordinary course; and (b) Customer will remain liable for, and will promptly pay to the Company, any amounts due under this Agreement (adjusted on a pro rata basis, if applicable).

5.6 Survival. Upon termination or expiration of this Agreement, the provisions relating to Section 2.1 (Restrictions), Section 2.2 (Customer Compliance), disclaimers of liability with respect to Third-Party Services set forth in Section 2.5, Section 2.7 (Customer Input), Section 5.5, Section 6 and Section 3 (Confidentiality; Proprietary Rights) through Section 10 (Miscellaneous) and all other sections of this Agreement which by their nature should survive termination, will all survive such termination or expiration.

6. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Software and other Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR SOFTWARE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6.1 Mutual Representations, Warranties and Covenants. Each party represents, warrants and covenants to the other party the following:

(i) it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;

(ii) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement;

(iii) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party;

(iv) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as may be limited by principles of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally;

(v) the execution and delivery of this Agreement does not, and the performance of and compliance with this Agreement will not (i) conflict with any existing obligations or contracts to which such party is bound; (ii) breach any agreement to which such party is a party; (iii) violate any law, judgment or order to which such party is subject; or (iv) require the consent, permit, authorization or approval of any person or entity, including but not limited to any governmental or regulatory body.

(vi) it has and will continue to comply with all applicable statute, rule, regulation, order or restrictions of any domestic or foreign government or any instrumentality or agency thereof to which it is subject or with respect to the conduct of its business, including any applicable laws relating to data privacy, securities, environmental, anti-bribery, anti-corruption, money laundering and banking, consumer protection and import-export restrictions.

6.2 Customer Representations, Warranties and Covenants. Customer hereby represents, warrants and covenants to the Company that (a) Customer has and will have all rights, and has obtained and will obtain all consents, necessary to provide to the Company the Customer Data and Customer Inputs and to grant to the Company all rights therein necessary for the Company and Customer to satisfy their respective obligations under this Agreement, in each case, in accordance with this Agreement and applicable laws; (b) Customer’s access to and use of the Services and any Third-Party Services are only for the Customer’s internal business purposes in accordance with applicable law; and (c) Customer will not access or use the Services or any Third-Party Service in a manner that infringes, misappropriates or violates the intellectual property or other rights of any third party.

6.3 Company Representations, Warranties, and Covenants. Company hereby represents, warrants and covenants to Customer that: (a) Company has the rights to grant Customer use of the Services, subject to Customer’s continued compliance with this Agreement; (b) the Services do not and will not infringe, misappropriate or violate the intellectual property or other rights of any third party; and (c) the Services do not and will not contain any virus, spyware, adware, time bombs, back-doors, or other malicious code.

7. INDEMNITY

7.1 Customer Indemnification. Customer agrees to indemnify, defend, and hold harmless Company and its affiliates, and their respective directors, officers, employees, and agents, from and against any third-party claims, demands, or actions (including reasonable attorneys’ fees and costs) arising out of or related to: (a) Customer’s violation of applicable laws or regulations in connection with its use of the Services; (b) Customer’s infringement or misappropriation of any third party’s intellectual property rights in connection with Customer Data; or (c) any unauthorized access to or use of the Services caused by Customer’s failure to secure its access credentials.

7.2 Company Indemnification. Company shall indemnify and hold Customer harmless from any Losses incurred by Customer from liability to third parties arising form or relating to infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If the Services are, or in Company’s reasonable opinion are likely to be, the subject of a claim of infringement, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service. The remedies set forth in this Section 7.2 shall be Customer’s sole and exclusive remedies with respect to any claims that the Services infringe or misappropriate any intellectual property rights of a third party.

7.3 Indemnification Procedures. The indemnified party shall promptly notify the indemnifying party in writing of any claim subject to indemnification under this Agreement. The indemnifying party shall have sole control of the defense and settlement of such claim, provided that the indemnified party may participate in the defense with counsel of its choosing at its own expense. The indemnifying party shall not settle any claim without the indemnified party’s prior written consent if such settlement requires any admission of liability or payment by the indemnified party. The indemnified party shall reasonably cooperate in the defense at the indemnifying party’s expense.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY SET FORTH IN SECTION 3, (B) BREACHES OF A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, (C) CUSTOMER’S BREACH OF ITS REPRESENTATIONS, WARRANTIES, OR RESTRICTIONS UNDER THIS AGREEMENT, OR (D) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR MATERIAL VIOLATIONS OF DATA PRIVACY LAWS (THE “EXCEPTED MATTERS”), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, SPECULATIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, DATA, BUSINESS INTERRUPTION, OR PROFITS, REGARDLESS OF THE FORM OF ACTION OR WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR THE EXCEPTED MATTERS, NEITHER PARTY’S AGGREGATE LIABILITY SHALL EXCEED THE FEES PAID OR PAYABLE TO COMPANY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. FOR CLAIMS ARISING FROM BREACHES OF INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, THE LIABILITY CAP SHALL BE TWO TIMES (2X) THE FEES PAID OR PAYABLE TO COMPANY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

9. GOVERNING LAW AND VENUE

This Agreement will be governed by and construed in accordance with the laws of the State of Washington, excluding its conflict of law principles. Any legal action or proceeding arising under or relating to this Agreement will be brought exclusively in the federal or state courts located in King County, Washington, and the parties irrevocably consent to the personal jurisdiction and venue of such courts.

10. MISCELLANEOUS

10.1 Amendment. Any term of this Agreement or any Order Form may be amended or modified, and the observance of any term of this Agreement and such Order Form may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of all parties.

10.2 Assignment. Customer may not assign, transfer or sublicense any of its rights or obligations hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of the Company, provided that Customer may assign this Agreement and its rights and obligations hereunder to a successor of Customer by way of corporate reorganization, merger, consolidation or acquisition of all or substantially all of the assets or business of Customer so long as such successor is not a competitor of the Company (as determined by the Company in its sole and reasonable discretion); and provided further that such successor agrees to be bound by all of the terms and provisions hereof and Customer provides prompt notice once commercially reasonable or permitted in the event of such assignment. The Company may assign or transfer this Agreement (in whole or in part) without the prior written consent of, or notice to, Customer. Any assignment in violation of this Section will be null and void. Subject to the foregoing, the terms of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted heirs, administrators, successors and assigns.

10.3 Force Majeure. Neither party will be liable to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement (except for payment obligations) to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the reasonable control of, and without the negligence of, the parties. Such events, occurrences, or causes include acts of God, telecommunications outages, Internet outages, power outages, any irregularity in the announcing or posting of updated data files by the applicable agency, strikes, lockouts, riots, pandemics, acts of war, floods, earthquakes, fires, and explosions.

10.4 Independent Contractor Relationship. The Company is an independent contractor and nothing in this Agreement will be construed as establishing an employment, partnership, representative, joint venture or agency relationship between Company and Customer. Customer has no authority to bind the Company by contract or otherwise.

10.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, invalid or otherwise unenforceable, such provision will be interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and in any event the remaining provisions of this Agreement will remain in full force and effect.

10.6 Entire Agreement. This Agreement constitutes the final written agreement and understanding of the parties and supersedes all prior and contemporaneous representations, agreements and understandings, whether oral or written, which relate to the Software, Services and all matters within the scope of this Agreement.

10.7 Notices. All notices hereunder will be in writing and will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email, (with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the third (3rd) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. Without limiting the foregoing, any notices delivered by hand, sent by a nationally recognized courier or sent by certified or registered mail must also be sent via email to the applicable email address(es) listed below. Unless otherwise provided herein, any notices under this Agreement will be addressed to the Company as follows or to Customer as set forth in the applicable Order Form (or to such other address or person as a party may designate from time to time):

If to the Company:

Address: 3120 139th Ave Southeast Suite 400 OFC 04-105, Bellevue, WA 98005

Attention: Bryan Lacaillade

Email: bryan@freightmate.ai

10.8 Marketing. Subject to confidentiality obligations, Customer agrees (a) that the Company may create case studies describing in general terms the nature of Customer’s use of any Services, (b) that the Company may issue press releases containing a quotation from an authorized representative of Customer announcing that Customer has used Company’s Services and the general context of the intended use, and (c) that the case studies, press releases and logos of Customer may be posted on the Company’s website and marketing materials, subject to compliance with Customer’s brand guidelines or other specifications regarding logo usage.

10.9 Counterparts. This Agreement may be executed in any number of counterparts and by electronic signature (as set forth in the U.S. Electronic Signatures in Global and National Commerce Act (a.k.a. “E-SIGN”)), each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.

10.10 Headings. The headings in this Agreement are inserted for reference and convenience only and will not enter into the interpretation hereof. The words “include” and “including” are deemed to be followed by the words “without limitation” and the word “or” is not limiting.

10.11 Subcontractors. Company may use subcontractors and other third-party providers in the performance of its obligations under this Agreement. Company remains responsible for the performance of such subcontractors and third-party providers in accordance with the terms of this Agreement.

10.12 Open-Source Software. The Services may include open-source software components that are subject to separate license terms. Such open-source software is not licensed under this Agreement, and nothing in this Agreement shall restrict, limit, or otherwise affect any rights or obligations that Customer may have, or conditions to which Customer may be subject, under such open-source licenses.

10.13 Export Compliance. Customer acknowledges that the Services may be subject to export control laws and regulations of the United States and other jurisdictions. Customer agrees to comply with all such laws and regulations and will not export, re-export, or transfer the Services without the required government authorizations.