SOFTWARE AS A SERVICE AGREEMENT

TERMS & CONDITIONS

PLEASE REVIEW THE TERMS AND CONDITIONS OF THIS SOFTWARE AS A SERVICE AGREEMENT BEFORE USING TRUCKPEDIA'S SOFTWARE OR SERVICES. BY ACCESSING OR USING TRUCKPEDIA'S SOFTWARE OR SERVICES OFFERING, YOU (THE “CUSTOMER”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS SOFTWARE AS A SERVICE AGREEMENT. BY ACCEPTING THIS SOFTWARE AS A SERVICE AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO ALL OF THESE TERMS, AND YOU CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS SOFTWARE AS A SERVICE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS SOFTWARE AS A SERVICE AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.

EXCEPT AS OTHERWISE AGREED IN WRITING BY THE PARTIES, THESE TERMS AND CONDITIONS ARE INCORPORATED BY REFERENCE TO ANY SALES ORDER OR PURCHASE ORDER (“SALES ORDER”) SIGNED AND EXECUTED BY AND BETWEEN YOU AND US.

“Company”, “us” and “our” refers to Truckpedia, Inc., a Delaware corporation.

1. SAAS SERVICES

   1.1) Provision of Services. Subject to the terms and conditions of this Agreement, including the payment of applicable fees, Truckpedia will provide Customer with a non-assignable, non-exclusive right to access and use the services indicated in the Sales Order(s) (the “Services”) during the Term of this Agreement. Unless otherwise agreed in a written agreement signed by both parties, Customer agrees that its purchase of a subscription to the Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Truckpedia regarding future functionality or features.

   1.2) Internet Connectivity & Hardware. 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”).

   1.3) 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. Customer acknowledges and agrees that Customer is prohibited from sharing passwords and or user names with unauthorized users.

   1.4) Truckpedia retains the right to modify or discontinue redundant Service features without notice. Furthermore, Truckpedia reserves the right to introduce a major release of the Services, potentially encompassing significant enhancements, subject to an extra charge beyond the Agreement fees ("Major Release"). Customers possess the option to pay these additional fees to access new functionality or persist with the present functionality specified in the Sales Order. If a Customer accepts a Major Release along with associated fees, written notification of the fees will precede their addition to applicable charges upon the Customer's written acceptance. Truckpedia exclusively holds authority over the development roadmap of the Services, with complete discretion in decisions regarding ongoing development, enhancements, and modifications. Absent an express agreement within a separate written document signed by Truckpedia, Truckpedia may decline Customer's proposals for custom development or modifications.

2. 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 related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Truckpedia in writing or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Truckpedia hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. Customer represents, covenants, and warrants that Customer will use the Services in accordance with the foregoing restrictions and only in compliance with Truckpedia's standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Truckpedia against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Truckpedia has no obligation to monitor Customer's use of the Services, Truckpedia may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3. Support & Maintenance Services.

   Truckpedia will provide Customer with reasonable technical support services in accordance with Truckpedia's standard practice during the hours of 9:00 a.m. through 7:00 p.m. Eastern time, with the exclusion of holidays (“Support Hours”). Outside of regular Support Hours, non-emergency support will be charged to Customer at Truckpedia's then-current rates. Support resulting from hardware/network problems and/or issues associated with third-party products or services will be billed to Customer at Truckpedia's then-current hourly rates.

4. Implementation & Professional Services

   Truckpedia will carry out the implementation services to the extent explicitly specified in any Sales Order. Any extra professional services will be rendered according to a separate Sales Order or a distinct written agreement executed by both parties. This Agreement does not encompass on-site services, unless otherwise established in a mutually signed written agreement between the parties. Should Customer seek on-site services, these will be provided at Truckpedia's prevailing standard rates. If services beyond the scope of this Agreement are requested by Customer, they will be delivered at Truckpedia's prevailing standard rates, which Customer agrees to pay. All travel, meals, and lodging expenses associated with Truckpedia will be invoiced separately by Truckpedia as they are incurred, encompassing Truckpedia personnel travel time invoiced at Truckpedia's prevailing standard rates.

5. Integration with Third-Party Vendors.

   The Services offer interfaces to certain third-party vendor systems. Where such interfaces are provided, Truckpedia will connect them based on the agreement outlined in a Sales Order or as instructed by Customer in writing or via the Services (each, an “Integration”). Customer agrees to facilitate communication between Truckpedia and any of Customer's third-party vendors involved in the Integrations as reasonably required by Truckpedia to implement such Integrations. Customer recognizes and accepts its exclusive responsibility to secure, or ensure its third-party vendor secures, all necessary licenses required for these Integrations, unless such Integrations are otherwise purchased by Customer pursuant to a Sales Order. Customer hereby acknowledges and agrees that: (i) Customer is instructing Truckpedia to make Customer Data (as defined below) available to each Integration; (ii) by instructing Truckpedia to connect the Services to an Integration, Customer expressly consents to Truckpedia providing Customer Data to such vendors as necessary to facilitate each Integration; and (iii) Customer acknowledges that internet communications carry inherent risks and, accordingly, once Customer Data leaves Truckpedia's environment or is transmitted to a third-party vendor, Truckpedia shall have no responsibility for the integrity or security of that Customer Data.

6. Customer Data

   Customer will have sole and exclusive responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all non-public data provided by Customer to Truckpedia to enable the provision of, or inputted into, the Services (“Customer Data”). Customer will not send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that is harmful to children, violates third-party privacy or intellectual property rights, includes malicious code, or that will interfere with the integrity of the Services. Customer grants to Truckpedia a royalty-free, non-transferable, non-exclusive license for the term of this Agreement to use Customer Data to the extent necessary to perform the Services.

7. Confidentiality

   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 Truckpedia includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes Customer Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. If the Receiving Party is compelled by law to disclose Proprietary Information of the Disclosing Party, it shall, to the extent legally permissible, provide the Disclosing Party with prior notice of such compelled disclosure and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

8. Proprietary Rights (Continued)

   Truckpedia shall own and retain 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 Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, Truckpedia shall have the right to 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, and Truckpedia will be free to use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Truckpedia offerings. Customer grants to Truckpedia a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to incorporate any suggestions, enhancement requests, recommendations, or feedback regarding the operation or functionality of the Services provided by Customer.

9. Payment Terms

   Customer agrees to pay Truckpedia the applicable fees described in the Sales Order for the Services and implementation services in accordance with the terms therein. Truckpedia reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer.

10. Term and Termination

    This Agreement is for the greater of one (1) year or the Initial Service Term as specified in the Sales Order and shall be automatically renewed for additional periods of the same duration as the Initial Service Term at then-current rates, unless either party requests termination at least thirty (30) days prior to the end of the then-current term. Either party may also terminate this Agreement upon thirty (30) days' notice if the other party materially breaches any of the terms or conditions of this Agreement.

11. Warranty; Disclaimer

    Truckpedia warrants that the Services will conform in all material respects to the Sales Order and the product manual associated with the Services. However, Truckpedia does not warrant that the Services will be uninterrupted or error-free, nor does it make any warranty as to the results that may be obtained from the use of the Services.

12. Limitation of Liability

    Neither party will be liable to the other party for any incidental, indirect, special, consequential, or punitive damages. The cumulative liability of Truckpedia to Customer for all claims arising from or relating to this Agreement will be limited to direct damages in an amount not to exceed the total amount of all fees paid or to be paid to Truckpedia by Customer during the twelve (12)-month period preceding the event giving rise to such liability.

13. Governing Law

    The applicable law governing the interpretation of this Agreement and the courts having jurisdiction will depend on the country of incorporation or organization of Customer, as set out in the table immediately below.

    Customer Country of Incorporation or Organization:

    Governing Law:

    Courts Having Jurisdiction:

    The United States of America, Mexico or a Country in Central or South America or the Caribbean

    The laws of the State of California and the federal laws of the United States applicable in that state.

    Los Angeles, California

14. Dispute Resolution

    In the event of any dispute, controversy, or claim between the parties, each party will appoint a senior management representative to seek resolution. If no resolution is reached, either party may escalate the matter to binding arbitration. The arbitration proceedings will be conducted in English and will adhere to arbitration rules, taking place at the location specified in the table immediately below, contingent upon Customer's country of incorporation or organization.

    Licensee Country of Incorporation or Organization:

    Applicable Arbitration Rules:

    Location of Arbitration:

    The United States of America, Mexico or a Country in Central or South America or the Caribbean

    Commercial Arbitration Rules of the American Arbitration Association

    Los Angeles, California

15. Miscellaneous

    This section includes various clauses such as export restrictions, force majeure, severability, assignment, entire agreement, waivers, independent contractors, notices, publicity, logo usage in promotional and marketing materials, counterparts; electronic signature, and updates to terms & conditions. The Agreement may be executed in counterparts, including electronically, and Company reserves the right to propose changes to this Agreement applicable to all customers, providing at least thirty (30) days' notice for material changes.

    15.1) Export Restrictions

    Customer is prohibited from exporting or re-exporting the Services, Software, or any related items in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States or foreign agencies or authorities. The Software and documentation are deemed to be "commercial items" and "commercial computer software" as defined by US federal regulations, and their use by the U.S. Government is governed solely by the terms of this Agreement.

    15.2) Force Majeure

    Neither party will be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control. However, this does not apply to payment obligations under this Agreement.

    15.3) Severability

    If any provision of this Agreement is found to be unenforceable or invalid, it will be limited or eliminated to the minimum extent necessary so that the Agreement remains in full force and effect and enforceable.

    15.4) Assignment

    Customer may not assign, transfer, or sublicense this Agreement without Truckpedia's prior written consent. Truckpedia may transfer and assign its rights and obligations under this Agreement without consent.

    15.5) Entire Agreement

    This Agreement constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous agreements and understandings relating to the subject matter.

    15.6) Waivers

    Modifications to this Agreement must be in writing and signed by both parties, except as otherwise provided herein. A waiver of any breach in one instance is not a waiver of any subsequent breach.

    15.7) Independent Contractors

    The relationship between the parties is that of independent contractors, and no agency, partnership, joint venture, or employment relationship is created by this Agreement.

    15.8) Notices

    Notices under this Agreement must be in writing and will be deemed given when received by the appropriate method of delivery.

    15.9) Publicity

    The parties may issue a press release and Customer may be asked to serve as a reference account, subject to mutual agreement. Neither party may disclose specific terms of the Agreement except as required by law.

    15.10) Logo Usage in Promotional and Marketing Materials

    Customer grants Truckpedia the right to use Customer's branding in its promotional and marketing materials, subject to the terms of the relevant Sales Order.

    15.11) Counterparts; Electronic Signature

    The Agreement may be executed in counterparts, including electronically, with the same legal effect and enforceability as a manually executed signature.

    15.12) Updates to Terms & Conditions

    Truckpedia reserves the right to propose changes to the Agreement terms, providing at least thirty (30) days' notice for material changes. Customer's continued use of the Services after revisions become effective indicates agreement to be bound by the revised terms. If Customer does not agree to the new terms, they are no longer authorized to use the Services. In the event of a material change, Customer may terminate the Agreement within thirty (30) days of notice and receive a refund of any pre-paid fees applicable to the period after termination.