The Terms and Conditions are (i) hereby incorporated herein by reference, (ii) shall govern the Agreement, and (iii) are integral to the Agreement. The Agreement, including the Terms and Conditions and the Exhibits, contain the entire agreement of the parties and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to these transactions. All capitalized terms used but not defined herein shall have the meanings given such terms in the Terms and Conditions.

Access to the Idelic Services are subject to the following terms and conditions:

1. Idelic Subscription Services Access.
1.1 Access. Idelic provides Client with a non-exclusive, non-transferable, limited, revocable right to access and use Idelic Subscription Services and deliverables from Support Services for Client’s internal business use by Registered Users.

1.2 Registered Users. “Credentials” mean URL(s), user-names, and passwords provided by Idelic to Client to facilitate access to the Idelic Subscription Services. “Registered Users” mean Client owners or employees identified by Client to use Idelic Subscription Services. Client may use Idelic Subscription Services by issuing one Credential per Registered User. Credentials may not be shared with other Registered Users. Client shall limit access to Idelic Subscription Services to the number of Registered Users specified in Exhibit A. Client may not permit access to Idelic Subscription Services to a Competitor. “Competitor” means any third party that makes commercially available transportation and driver management safety, compliance, or risk management capabilities like Idelic Subscription Services. “Affiliate” means an entity that controls, is controlled by, or is under common control of a party to this Agreement, where control means ownership of more than fifty percent (50%) of the voting interest of such entity or party (but only for so long as such control exists).

1.3 Restricted Use. Client may access Idelic Subscription Services for internal business purposes. Client may not use Idelic Subscription Services to provide any software application that creates revenues through any software leasing, software sales, embedded solution products, and subscription-based web services. Under no circumstances shall any Registered User do the following, any of which shall constitute a breach of this Agreement and give Idelic the immediate right to terminate the Agreement:

(a) copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the Idelic Subscription Services;

(b) rent, lease, or sell rights to the Idelic Subscription Services;

(c) remove any proprietary or copyright notices on the Idelic Subscription Services;

(d) use any device, software or routine intended to damage or interfere with the Intellectual Property rights or the proper operation of any aspect of the Idelic Subscription Services;

(e) send spam, duplicative or unsolicited messages in violation of applicable laws;

(f) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights;

(g) upload, send or store viruses, worms, time bombs, Trojan horses, and malicious or harmful code, files, scripts, or programs;

(h) attempt to gain unauthorized access to Idelic Subscription Services;

(i) use the Idelic Subscription Services from a location outside of the United States and Canada; and/or

(j) access or use the Idelic Subscription Services for purposes of competitive analysis or the development of a competing product.

1.4 Client Responsibilities. Client will do the following:

(a) monitor and be solely liable for its Registered Users’ compliance with this Agreement;

(b) be responsible for the accuracy, quality, legality and means of acquiring its documents, emails, files, notes, personal data, client and/or matter names, and other content stored or uploaded into Idelic Subscription Services by Client, including any documents, data or other content provided to Idelic (“Client Data”);

(c) safeguard Credentials to prevent both unauthorized access to the Idelic Subscription Services and direct or indirect access in a way that circumvents contractual usage limits; Client will notify Idelic promptly of any such unauthorized access or use of its Credentials; and

(d) use Idelic Services only in accordance with this Agreement and applicable law.

1.5 License to Use Feedback. Client grants Idelic a perpetual, irrevocable, worldwide license to use any of Client’s suggestions or ideas for modifying either the Idelic Services (“Feedback”). Such license includes all intellectual property rights in any such suggestion or idea, without compensation, without any obligation to report on such use, and without any other restriction. Idelic may use Feedback in any and every way, including granting sublicenses.

1.6 Ownership and Consent to Use of Client Data. Client grants Idelic a non-exclusive, limited, revocable license during the Term to upload, use, copy, store, transmit and display Client Data to the extent necessary to provide the Idelic Services.

1.7 Third-Party Applications. Idelic Services may access or make third-party products or services available to Client through the Idelic Services (“Third-Party Applications”). The providers of Third-Party Applications may require Client to accept additional terms and pay an additional fee in order to use their services. If Client elects to install or enable Third-Party Applications for use with the Idelic Services, Client permits Idelic to grant such Third-Party Applications access to Client Data, as required for the interoperation and support of such Third-Party Applications with the Idelic Services. Idelic is not responsible and provides no warranty with respect to Third-Party Applications and their use of Client Data or for the security practices (or any acts or omissions) of such third-party service providers.

2. Fees, Payment Terms, Taxes, and Expenses.

2.1 Fees and Payment Terms. In consideration of Idelic’s obligations, Client agrees to pay Idelic the fees set forth above in U.S. dollars. Client will pay all fees net 10 days from the date of the invoice. Idelic will invoice Client for 100% of the first installment of the Idelic Subcription Fee upon the Effective Date. Idelic will invoice Client for future Idelic Subscription Fees at least 10 days in advance of the due date. Idelic will invoice for other Idelic Services monthly in arrears after Idelic performs such Services or as otherwise provided in the applicable SOW. Client will pay a late fee on any undisputed overdue invoices. Late fees are calculated at the rate of 1.0% per month or the maximum rate allowed by applicable law, whichever is lower, from the date such payment was due until the date paid. Client agrees that the Subscription Fees are neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Idelic with respect to future functionality or features. Except as otherwise specified herein or in Exhibit A, fees are based on access to services purchased and not actual usage. Payment obligations are non-cancelable, fees paid are non-refundable, and the number of licenses purchased cannot be decreased during the Term. Idelic may, upon written notice to Client no less than 30 days prior to the end of the then-current Term, increase any of the fees for the next Renewal Term.

2.2 Taxes. Fees do not include and Client is responsible for paying any applicable sales, use or other similar taxes imposed by government authorities, which may be invoiced by Idelic or paid directly by Client, as applicable.

2.3 Expenses. Client will reimburse Idelic for reasonable travel and living expenses that are approved by Client and incurred by Idelic in the performance of this Agreement. Idelic will invoice travel and living expenses as they are incurred.

3. Confidential Information.

3.1 Definition of Confidential Information. “Confidential Information” means any information disclosed, directly or indirectly, by one party (“Disclosing Party”) to the other (“Receiving Party”) pursuant to this Agreement that: (a) is designated as “confidential” or in some other manner to indicate its confidential nature, or (b) a person exercising reasonable business judgment would understand to be confidential based on the circumstances of its disclosure or the nature of the information itself. Notwithstanding anything to the contrary, the Idelic Subscription Services are deemed to be Idelic’s Confidential Information and data that Client uploads into the Idelic Subscription Services (“Client Data”) is deemed to be Client’s Confidential Information. Client Data does not include any information reflecting the access or use of the Idelic Subscription Services by or on behalf of Client or any Registered User, including any Client profile, visit, session, impression, click through or click stream data and any statistical or other analysis, information or data based on or derived from any of the foregoing.

3.2 Confidential Information does not include information that:

(a) was possessed by either party, as established by documentary evidence, prior to being disclosed by or on behalf of the other party;

(b) either party develops independently, as evidenced by written records, before a party discloses equivalent information to the other;

(c) is already public when one party discloses it to the other, or becomes public after a party discloses it to the other (other than from a breach of this Agreement); or

(d)is in the possession of the other party as the result of disclosure by a third party not under an obligation to keep that information confidential;

3.3 Use of Confidential Information. Neither party shall disclose Confidential Information except as contemplated in this Agreement. Neither party shall transfer or disclose the Confidential Information of the other party to any third party.  Each party shall:

(a) give access to Confidential Information only to those employees and Subcontractors that need to have access; and

(b) take precautions to prevent disclosure or use of Confidential Information other than as authorized in this Agreement. The precautions must be as effective as the greater of those taken by either party to protect its own Confidential Information or those taken by a reasonable person in the same position.

3.4 Data Privacy. Although the Idelic Services are conducted on a business to business basis, the Parties acknowledge that some Client Data may contain Personal Data which is subject to laws restricting collection, use, processing and free movement of Personal Data, and each Party will comply with all applicable laws with respect to all Personal Data. “Personal Data” means any information relating to an identified or identifiable natural person.  To the extent Client provides and Idelic processes (including, without limitation, collecting, compiling, reproducing, storing, distributing) any Personal Data on behalf of Client pursuant to this Agreement, Idelic will process such Personal Data solely for the purposes of enabling Idelic to perform its obligations under this Agreement and for the uses described in Section 4.1.

3.5 Security Program. Idelic will maintain appropriate administrative, physical, and technical safeguards for protection of the security and integrity of Client Data, including a written summary of information security program of policies, procedures and controls (“Security Program”). The Security Program will include industry standard practices designed to protect Client Data from unauthorized access, acquisition, use, disclosure, or destruction. Idelic may periodically review and update the Security Program, provided that any such update does not materially reduce the overall level of security provided to Client, as described herein.

3.6 Equitable Remedies. The parties acknowledge that a breach of any Confidential Information obligation under this Agreement could cause irreparable harm for which damages would be an inadequate remedy. If any such breach occurs or is threatened, the party who disclosed the Confidential Information will be entitled to seek an injunction, a restraining order, or any other equitable remedy. That party would not need to post a bond or other security or provide proof of actual damages.

3.7 Public Announcements. Idelic may include the Client in its general listing of clients, reference lists, press releases, success stories and other marketing materials. Client will actively participate in a case study conducted by Idelic for marketing purposes and agrees to be a reference customer upon their behalf.

4. General.

4.1 Intellectual Property Rights. Except for rights expressly granted under this Agreement, nothing in this Agreement will transfer any of either party’s intellectual property rights to the other party. All title, ownership rights, and intellectual property rights in and to Idelic Services, including without limitation proprietary analytical output (e.g., safety scoring yielded by artificial intelligence, etc.) from the Idelic Services, shall remain with Idelic. Idelic acknowledges that all right, title and interest in and to the Client Data shall remain with Client; provided however that Idelic is permitted to aggregate Client Data without identifying Client for purposes of improving the performance of the Idelic Services, or developing further analytics for the Idelic Services, in each case by incorporating such aggregated data into the Idelic Services which shall be owned solely by Idelic and may thereafter be licensed to third parties. Nothing in this Section 4.1 shall prevent Idelic from developing its own proprietary products, concepts and other intellectual property, using and transferring any general knowledge, residual data, skills, experience, ideas, concepts, techniques or know-how from Client Data, Client’s usage of the Idelic Services, or otherwise, that are acquired, generated, or used by Idelic in connection with the provision of Idelic Services under the Agreement.

4.2 Indemnification:

(a) Idelic Indemnification. Idelic will defend and indemnify any claim brought against Client by a third party to the extent such claim alleges that Client’s use of the Idelic Subscription Service (as authorized in this Agreement) directly infringes a U.S. patent, any copyright, or misappropriates a trade secret (a “Claim”).  Idelic will pay all damages, attorney fees and costs awarded against Client by a court of competent jurisdiction (or amounts agreed in a monetary settlement) in any such Claim.  If any such Claim is brought or threatened, or if Idelic reasonably believes that an Idelic Subscription Service may become the subject of an infringement claim, Idelic may, at its sole option and expense: (i) procure for Client the right to continue to use the applicable Idelic Subscription Service; (ii) modify the Idelic Subscription Service to make it non-infringing; (iii) replace the affected aspect of the Idelic Subscription Service with non-infringing technology having substantially similar capabilities; or (iv) if Idelic determines none of the foregoing is commercially practicable, terminate this Agreement and refund Client any prepaid fees related to the Idelic Subscription Service for the remainder of the Subscription Term.  Notwithstanding the foregoing, Idelic’s defense and indemnity obligations do not apply to (1) any modification of the Idelic Subscription Service made by anyone other than Idelic, (2) any use of the Idelic Subscription Service in combination with software, products or services not provided by Idelic, (3) any Third-Party Applications, or (4) Client’s use of the Idelic Subscription Services not in compliance with the terms of this Agreement.

(b) Client Indemnification. Client will defend and indemnify any third party claim brought against Idelic for (i) Idelic’s use of the Client Data, (ii) Client’s use of the Idelic Services, or (iii) allegations that the Client Data (if used in accordance with this Agreement) directly infringes a U.S. patent, any copyright, or misappropriates a trade secret. Client will pay all damages, attorney fees and costs awarded against Idelic (or the amount of any settlement entered into by Client) with respect to such claims.

(c) Procedure. The defense and indemnity obligations above are conditioned upon the indemnified party providing the indemnifying party with: (i) prompt written notice, (ii) sole control over the defense and settlement of, and (iii) all information and assistance reasonably requested by the indemnifying party in connection with the defense or settlement of, any claim.  The indemnified party may appear in connection with such claims, at its own expense, through counsel reasonably acceptable to the indemnifying party.


4.4 Limitation of Liability. Idelic’s aggregate liability to Client or its Affiliates for any and all claims, losses or damages from this Agreement, whether arising under or related to breach of contract, tort, strict liability, or any other legal or equitable theory, will in no event exceed the amounts paid by Client to Idelic under this Agreement in the three (3) months prior to the date the claim arises.

4.5 Disclaimer of Consequential Damages. In no event will Idelic be liable to Client (or its Affiliates) for any (i) consequential, special, indirect, incidental, exemplary, punitive or exemplary damages, or loss of profits or revenue, (ii) loss of use or corruption of software or data, costs of substitute goods or services, interruption, delay, or outages arising out of or relating to the Agreement, however caused, and based on any theory of liability, even if advised of the possibility of such damages.

4.6 Modification. No amendment to this Agreement will be effective unless made in writing and signed by both parties. In the event of a conflict between this Agreement and any other agreement, this Agreement shall control and govern the rights and obligations of the parties.

4.7 Nonassignability. Neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer all of its rights and obligations under this Agreement to an Affiliate or in connection with a sale or transfer of all or substantially all of its assets or equity without the prior consent of the other Party.

4.8 Subcontracting. Provider may from time to time in its discretion engage third parties to perform Support Services. For example, Amazon Web Services (“AWS”), as of the Effective Date, performs the Hosting Services provided hereunder. If Idelic uses any other subcontractors to perform any part of the Support Services, it will (a) obtain written confidentiality and use restrictions at least as protective as those set forth in this Agreement and (b) will be responsible for such subcontractor as if they were employees of Idelic.

4.9 Non-Solicitation. During the Term and for 2 years after termination, Client shall not, directly or indirectly recruit or solicit for employment or engagement as an independent contractor any person then or within the prior twelve months employed or engaged by Idelic or any Subcontractor and involved in the Support Services or the performance of this Agreement. In the event of a violation of this Section 4.8, Idelic will be entitled to liquidated damages equal to the compensation paid by Idelic to the applicable employee or contractor during the prior 12 months.

4.10 Independent Contractors. The Parties intend to be independent contractors. Nothing in this Agreement shall create either a partnership or joint venture between the parties, nor shall it designate any party to be the agent, employee, or representative of the other.

4.11 Governing Law. The Commonwealth of Pennsylvania governs all interpretations and adversarial proceedings arising out of this Agreement. The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to this Agreement in any manner whatsoever. The parties will be subject to the exclusive jurisdiction of the state and federal courts located in Pittsburgh, Pennsylvania, and the parties agree and consent to the exclusive jurisdiction and venue of such courts.

4.12 Entire Agreement. This Agreement, together with the Exhibits, any other documents included as exhibits, schedules, attachments and appendices, constitute the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

4.13 Severability. The parties acknowledge that if a dispute arises out of this Agreement, any provision that a court holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable, or, if that modification is not permitted by law, by disregarding it.

4.14 Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay, is beyond the reasonable control of a party, materially affects the performance of any of its obligations under this Agreement, or could not reasonably have been foreseen or provided against.  The party shall use reasonable efforts to limit damages to the other party and to resume its performance.

4.15 Termination for Cause. In the event of any material breach of this Agreement, including Client’s failure to pay Idelic, the non-breaching party may terminate it prior to the end of the Term by giving 30 business days prior written notice to the breaching party (“Cure Period”). The Agreement does not terminate if the breaching party cures the breach prior to the expiration of the Cure Period. Notwithstanding the foregoing, any use of the Idelic Subscription Services that in Idelic’s judgment threatens the security, integrity, or availability of the Idelic Subscription Services may result in Idelic’s immediate termination or temporary suspension of this Agreement.

4.16 Effect of Termination. Upon termination of this Agreement for any reason, (i) all licenses and access granted hereunder terminate, except for Idelic’s limited license to Client Data set forth in Section 4.1, and (ii) Client shall pay to Idelic all amounts outstanding as of the date of termination.

4.17 Waiver. No waiver of any part of this Agreement will be effective unless it is in writing and signed by the party granting the waiver. No failure or delay in exercising any discretion or remedy under this Agreement operates as a waiver of that discretion or remedy. A waiver granted on one occasion will not operate as a waiver on future occasions.

4.18 Notices. Notices must be in writing and delivered by hand, by a national transportation company (with all fees prepaid), or by email with return receipt. A valid notice will be effective when received by addressee. The parties will deliver all notices to the addresses listed on the Agreement signature page.

4.19 Counterparts. The parties may execute this Agreement in any number of counterparts, each of which will be deemed an original, but all of which together constitute a single agreement.

4.20 Anti-Corruption. In connection with the Services provided under this Agreement, the parties agree to comply with all applicable anti-corruption and anti-bribery related laws, statutes, and regulations.

4.21 Watch List Score Use Restrictions. Idelic is not a “consumer reporting agency,” as that term is defined in the Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) (“FCRA”) and the Watch List Scores, as defined in Exhibit B, provided by Idelic under this Agreement do not constitute “consumer reports,” as that term is defined in the FCRA. Accordingly, the Client agrees that the Watch List Scores shall not be used in whole or in part for the purpose of serving as a factor in establishing an individual’s eligibility for any purpose authorized under section 1681b of the FCRA (15 U.S.C. § 1681b), including but not limited to “employment purposes.” “Employment purposes” means for the purposes of evaluating a consumer, in this case a driver, for employment, promotion, reassignment or retention as an employee. In addition, the Client agrees that it shall not use the Watch List Scores to take any “adverse action,” as that term is defined in the FCRA (15 U.S.C. § 1681a), against any individual. Client hereby certifies as follows: (i) Client has read, understands and will comply with the above restrictions for using the Watch List Scores  (ii) Client understands that Idelic is not a consumer reporting agency , and (iii) Client will not use the Watch List Scores for any purpose regulated by the FCRA.

4.22 No Third Party Beneficiaries. The Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns).

4.23 Survival of Provisions.  The provisions of Exhibit A (to the extent that fees remain due) and this Exhibit C will survive the termination of this Agreement.

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