TruckSmartz is a cloud-based application compliant with laptops, PCs, smartphones, and tablets, any third-party software made available under this license, any services made available, and any accompanying documentation. TruckSmartz grants the Subscriber personal, non-exclusive, and non-transferable permission to use the Products and Services offered per the Documentation. The Subscriber accepts this license subject to the terms of this Agreement.
If a separate and active SaaS license has been purchased under this Agreement, the Subscriber may use the Solution.
(a) The Solution or the Documentation may not be copied, rented, leased, sold, sublicensed, assigned, loaned, time-shared, or otherwise transferred or distributed by the Subscriber.
(b) Particular third-party Suppliers may be mentioned in the documentation that TruckSmartz sells or licenses. Additional terms and conditions that are detailed in the documentation and are incorporated herein by reference may be included in the documentation that the subscriber must accept. TruckSmartz demands that Subscribers:
(c) Particular third-party Suppliers may be mentioned in the documentation that TruckSmartz sells or licenses. Additional terms and conditions that are detailed in the documentation and are incorporated herein by reference may be included in the documentation that the subscriber must accept.
The Subscriber acknowledges that all copyrights, trademarks, patents, and/or other intellectual property rights in and to the Solution remain the sole property of TruckSmartz or its Suppliers. Other than the licensee rights, the subscriber is not given any other rights in the solution.
This Agreement is for the Initial Service Term as specified in the Order Form and is subject to earlier termination as provided below. It shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”) unless either party requests termination at least Thirty (30) days prior to the end of the then-current term.
In addition to any other remedies it may have, Company may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment) if the Customer materially breaches any of the terms or conditions of this Agreement. The customer will be required to pay in full for the Services up to and including the last day of the contract term. Upon termination and receipt of full payment, Company will make all Customer Data available to the Customer for electronic retrieval for a period of ten (10) days, but thereafter Company may, but is not obligated to, delete or stored Customer Data.
For convenience, the customer may terminate this Agreement upon Thirty (30) days’ notice. Customers will be required to pay in full for the Services up to and including the 30 days notice. Upon termination and receipt of full payment, Company will make all Customer Data available to the Customer for electronic retrieval for ten (10) days. After that, the Company may, but is not obligated to, delete stored Customer Data.
All sections of this Agreement should survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Data and confidential information belonging to the Subscriber will be returned or destroyed by TruckSmartz after the Agreement. Written confirmation of such destruction of confidential data (as applicable) will be provided.
TruckSmartz will give basic instructions on how to use the Product Offered. Additionally, we will offer documentation to assist clients in using our product. Up to 120 minutes of training and support may be provided during the first month of the initial term, and 30 minutes of support may be provided during each subsequent month at no additional cost to the client. The cost of additional training is $1 per minute, and it must be purchased separately. TruckSmartz will make reasonable efforts to make the Product Offering accessible twenty-four hours daily. TruckSmartz will provide at least eight hours’ notice before any scheduled downtime. Unless an urgent fix is needed to keep the application running, planned downtime will be scheduled over the weekend. TruckSmartz will not be responsible for any unavailability brought on by events outside of TruckSmartz’s reasonable control, such as, but not limited to, acts of God, acts of government, floods, fires, earthquakes, civil unrest, terrorist attacks, hardware malfunctions, or delays or failures on the part of Internet service providers. TruckSmartz only offers the Product Solution to the laws and rules of the relevant jurisdiction.
TruckSmartz will function following the User Guide, and the functionality of our solution won’t significantly decline while a subscription term is in effect. TruckSmartz will:
(1) Make the necessary repairs to ensure that the Product Solution performs as guaranteed at no additional cost to the Customer within a reasonable amount of time or,
(2) Refund fees paid to TruckSmartz for the Product Solution for the time after the Customer notifies TruckSmartz in writing of the breach of such limited warranty and terminates this Agreement with notice.
Disclaimer: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent. The company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the parties mutual understanding. It supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in writing and signed by both parties, except as otherwise provided herein. No Carrier’s name, partnership, joint venture, or employment is created as a result of this Agreement, and Customer has no authority to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for the next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of Toronto, Canada, without regard to its conflict of law’s provisions. [The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.]
ARISING OUT OF THE USE OF THE SOLUTION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE, TRUCKSMARTZ OR ANY SUPPLIER SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR LEGAL FEES, EVEN IF THE AFOREMENTIONED DISCLAIMER WILL NOT BE APPLICABLE IN CASES WHERE IT IS PROHIBITED BY LAW. TRUCKSMARTZ’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE GREATER OF $100,000 OR THE AMOUNT PAID BY THE CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE INCIDENT.
This limitation shall still apply despite any failure or inability to provide the limited remedies outlined above.
Each provision of this Agreement that disclaims warranties or excludes or limits damages constitutes an express allocation of risk; the Subscriber acknowledges and agrees. The validity of the remaining provisions of this Agreement will not be impacted by the invalidity of any one of them.
Under the terms of this Agreement, TruckSmartz may offer corrective and preventative technical support services directly or through qualified third parties. In connection with the services, the Subscriber hereby authorizes the provision and collection of certain Subscriber information and data. TruckSmartz and its third-party suppliers will use the personal information they collect to:
The laws of the State of New York and Ontario, without regard to its rules on conflicts of law, shall govern this Agreement.
