Drivewyze Service Agreement

This Agreement shall not be effective until Drivewyze receives all required application information and Drivewyze accepts Customer’s application. Drivewyze will notify Customer via email once their application is complete.  Customer’s rights under this Agreement and rights to use the Services are subject to Customer’s compliance with all applicable laws, regulations and guidance, and the terms and conditions of this Agreement.DEFINITIONS.  “Customer” means either an approved motor carrier that has Drivers who have downloaded Software where such carrier has subscribed to Services, or individual Drivers who have downloaded Software and subscribed to Services. “Driver” means either an individual vehicle driver that is also a Customer, or those vehicle drivers authorized by a Customer to drive under such Customer’s DOT number.  “License Agreement” means the license agreement entered into by each Customer and Driver with Drivewyze when downloading the Software.  “Services” means the provision of access to and the right to use the functionality and services included as part of Drivewyze’s PreClear programs, as described at www.Drivewyze.com, and support for use of the Software and Services as set out in Drivewyze’s Support Policy found atwww.Drivewyze.com, which is hereby incorporated into this Agreement by reference.  “Service Sites” means federal, state or provincial sites, including but not limited to open weigh stations, ports-of-entry, temporary inspection sites, mobile inspection sites, agricultural interdiction facilities, and other sites monitored by government agencies at which the Services may be utilized. “Software” means Drivewyze software downloaded by the Customer or Driver for use pursuant to the License Agreement.

Customer agrees, and where Customer is not an individual Driver, shall cause each of its Drivers to agree :

a. To provide a waiver, waive any rights, and authorize Drivewyze to acquire and periodically reconfirm information from government agencies, leasing companies, third party credential processors, and/or other third party service providers concerning registration, permits, licenses, inspections, taxes and other credentials including, but not limited to all carrier, fleet, Driver, and Registered Vehicle information required to support the Services (“Waived Information”).  Customer authorizes, waives rights, and grants a waiver, and shall ensure each of its Drivers authorizes, waives and grants a waiver for Drivewyze to collect, disclose and use such Waived Information, and Customer on behalf of itself and its Drivers authorizes and provides a waiver to government agencies, tolling agencies/authorities, leasing companies, third party credential processors, and/or other third party service providers to release without restriction or liability all such Waived Information to Drivewyze.  Customer agrees and shall cause its Drivers to agree to provide additional authorizations or waivers required by or from government agencies, leasing companies, third party credential processors, and/or other third party service providers to enable access to vehicle registration information,  and Customer expressly agrees to the “Authorization and Waiver” attached as Exhibit 1 to this Agreement and authorizes Drivewyze to generate an Authorization and Waiver document in Customer’s name substantially in the form of Exhibit 1.

b. To authorize Drivewyze to submit Customer’s carrier, fleet, vehicle, and Driver information to participating government agencies for use in providing Services.

c. To obtain permission from the lessor to electronically screen the vehicle credentials when the Customer is leasing a vehicle in which Software has been downloaded to a device.

d. To use the lanes designated as Drivewyze lanes, where available, when approaching a Service Site.

e. To obey all applicable federal, state and provincial laws, regulations and guidance, including those governing eligibility for bypass at Service Sites, including criteria regarding vehicle configuration, content and weight. Customer will be signaled when authorized to bypass by either/or both an audible beep and visual “Bypass” message and a green light, approximately one mile in advance of the Service Site. Absent this bypass authorization, Customer will receive either/or both an audible beep and a visual red light, and possibly either a “Follow Road Signs” message or a “Follow Transponder” message, depending on their device of usage.  Customer agrees to follow the posted signage and/or directions of law enforcement in the event of a red light and/or a “Follow Road Signs” message.  Customer agrees to defer driving decision to signals received from in-cab transponder in the event of a “Follow Transponder” message, where applicable.

f. That Customer and its Drivers may utilize the Software and Services with another transponder in the vehicle, but must notify Drivewyze of transponder program identification at registration or at time of alternate transponder activation.  This notification allows Drivewyze to configure application to defer in-cab signaling priority to transponder with “Follow Transponder” message at applicable transponder program sites.  Customer agrees in the event of any conflicting messages/signals between the Software or Services and another in-cab transponder, to follow road signs and report to inspection site.  Customer must notify Drivewyze of any message conflicts between the Software or Services and an alternate in-cab transponder so that they can be resolved in the Drivewyze system.

g. To pay such service charges as are established by Drivewyze for each vehicle registered, and all applicable taxes. The Customer shall be responsible to pay all taxes and government charges attributable to the purchase, licensing or use of the Services or Software.

h. To pay all invoices including Drivewyze fees within thirty (30) days of receipt, or as otherwise provided in this Agreement. Any balance outstanding over thirty (30) days is delinquent and can result in suspension by Drivewyze of the Customer’s use of the Software and Services and is subject to interest equal to prime rate + 2% per month (based on the prime rate published by the Wall Street Journal on the date such amount became outstanding) or the highest rate permitted by law, whichever is less, and any discounts offered will be void. After two delinquencies in any calendar year, Drivewyze may require Customer to establish electronic means of payment.

i. To review invoices promptly and notify Drivewyze if there are any questions regarding Customer’s charges. If Drivewyze is not notified in writing within thirty (30) days of invoice date, all charges will be deemed to have been accepted by Customer.

j. To pay a $50.00US charge for each invalid check or payment Customer’s bank returns.

k. To report in a timely manner changes relevant to Customer’s account, including company name or ownership, postal address, email address, telephone number, vehicles enrolled in Drivewyze, license plate numbers, any and all change of credentials, applicable credit card numbers and expiration date, and other account information. The Customer shall keep Drivewyze updated with all information regarding all vehicles permitted for driving under the Customer’s Department of Transportation (“DOT”) number.  In the event that a vehicle is no longer approved for driving under the Customer’s DOT number, Customer must immediately remove said vehicle from their list of registered vehicles by contacting Drivewyze via phone or email. The Customer shall   immediately notify Drivewyze via email if a Driver is driving under a different DOT number, and to provide evidence from the owner of such DOT number that the Driver is entitled to drive under such DOT number

l. Not to use the Software or Services in any vehicle other than an approved vehicle registered with Drivewyze.

m. Not to access or attempt to access any other Drivewyze systems, programs or data that are not made available for public use.

n. Not to copy, modify, translate, adapt, create derivative works based upon, reproduce, republish, upload, post, transmit, resell or distribute in any way the material found at www.Drivewyze.com, except as authorized in writing by Drivewyze.

o. Not to (i) rent, sell, lease, lend, redistribute or sublicense the Software or permit any third party to benefit from the use or functionality of the Software or, Services via a rental, lease, timesharing, service bureau, or other arrangement; (ii) allow anyone other than authorized Customers or Drivers to access Software or Services or (iii) use the Software or Services in any way that does not comply with all applicable laws, regulations and guidance.

p. Not to use the Software or Services on any device that Customer does not own or control.

q. Not to assign, sublicense or otherwise transfer any of the rights granted to Customer under this Agreement.

r. Not to copy (except as expressly permitted by this Agreement or the License Agreement), modify, translate, adapt, or create derivative works of the Software or Services.

s. Not to circumvent any technical or security limitations in the Software or Services, or use any tool to enable features or functionalities that are otherwise disabled in the Software or Services, or decode, decompile, disassemble, derive the source code or otherwise reverse engineer the Software except as otherwise permitted by applicable law or by licenses with respect to open source software included with the Software.

t.  Not to perform or attempt to perform any actions that would interfere with the proper working of the Software or Services, prevent access to or the use of the Software or Services by Drivewyze’s other licensees or customers, or impose an unreasonable or disproportionately large load on Drivewyze’s infrastructure.

u. Not to otherwise use the Software or Services except as expressly allowed under this Agreement.

Drivewyze agrees:

a. To authorize Customer vehicles to receive and use the Services at participating Service Sites subject to continued compliance with eligibility requirements required by Drivewyze or applicable governmental authorities.

b. To assess fees for each Customer account based on the number of vehicles registered with Drivewyze and the service tier utilized by each vehicle found at www.drivewyze.com (“Pricing Schedule”) which is incorporated by reference in this Agreement.

c. That fees and other charges for Services, are billed one month in arrears in accordance with the Pricing Schedule, except for prepay Customers.

d. To provide Customer service and account information in at least one of two ways:

1) by telephone at 1-888-988-1590

2) through online access at www.drivewyze.com

Drivewyze does not guarantee, represent or warrant that legally operating vehicles will be allowed to bypass a participating facility. Bypass criteria are determined by the law enforcement agencies of each participating state/provincial jurisdiction.  In general, the better a carrier/vehicle/driver safety history and conformance with credentials requirements, the higher the bypass rate.  Random pull-ins are a standard feature of the Services and of government agency and law enforcement efforts, and each site has the option to require all vehicles to pull-in for special enforcement efforts. Drivewyze is not and cannot be responsible for the actions of any law enforcement agency.

Customer may terminate this Agreement and discontinue Customer’s access to Services by informing Drivewyze in writing via email or via client web portal. Drivewyze may immediately terminate this Agreement or suspend or cancel Customer’s participation in Drivewyze if a Customer fails to continue to meet program eligibility requirements, or is in breach of a material term of this Agreement. Drivewyze may terminate this Agreement and Customer’s access to and use of the Services at any time for any reason by providing thirty (30) days notice to Customer. Drivewyze will not refund amounts less than $25.00US unless requested by Customer, nor if the Customer account has been placed with collections.

Customer hereby releases Drivewyze from all loss, damage or injury whatsoever, known or unknown, arising out of or in any manner connected with the use or receipt of Software or Services by Customer or any of its Drivers. Customer shall defend, indemnify and hold Drivewyze and its affiliates  harmless from and against any and all claims, losses, liability costs and expenses (including attorneys’ fees) arising from: (i) any violation of this Agreement, the License Agreement, or of any state, provincial or federal laws, regulations or guidance, by Customer, or by its Drivers; (ii) any use of the Software or Services by Customer or its Drivers, including any death, injury or property damage resulting from any such use; (iii) any tickets, infractions, penalties or accidents arising from any use of vehicles by Customer or its affiliates, or their Drivers; (iv) any infringement or misappropriation of a third party’s copyrights, patents, trade secrets or other intellectual property rights, or any violation of any proprietary right or invasion of any privacy rights or laws, regulations or guidance; (v) any Data (as defined below) or any failure by Customer to obtain consents from Drivers, or to cause Drivers to consent for the collection, use and disclosure of Data, or other information or data in accordance with this Agreement; (vi) any claims from the owner of and vehicle(s) registered with Drivewyze related to the use of such vehicles by Customers, Drivers or others; or (vii) any failure by Customer to pay or remit applicable taxes or charges in accordance with this Agreement.

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE AND SERVICES IS AT CUSTOMER’S SOLE RISK.  THE Software AND Services ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRIVEWYZE, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE Software OR Services, INCLUDING THOSE OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. DRIVEWYZE DOES NOT WARRANT OR REPRESENT THAT THE Software AND Services ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OTHER SOFTWARE OR SERVICE LIMITATIONS, THAT DEFECTS IN THE Software OR Services WILL BE CORRECTED, OR THAT THE Software AND Services WILL MEET CUSTOMER’S REQUIREMENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR REPRESENTATIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY. IN THAT EVENT, ANY IMPLIED WARRANTIES OR REPRESENTATIONS ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE Software, OR Services, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE CUMULATIVE LIABILITY OF DRIVEWYZE AND ITS SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR THE Software AND Services GIVING RISE TO THE LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRIVEWYZE AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSSES,  INCLUDING LOSS OF PROFITS OR OTHER ECONOMIC LOSS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND EVEN IF DRIVEWYZE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DRIVEWYZE AND CUSTOMER. DRIVEWYZE WOULD NOT BE ABLE TO HAVE PROVIDED THE SOFTWARE OR THE SERVICES WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY OR DEATH, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO CUSTOMER.  CUSTOMER AND ITS DRIVERS SHALL BE RESPONSIBLE FOR ALL LIABILITIES ARISING FROM ITS USE OF THE SOFTWARE AND SERVICES, INCLUDING ANY TICKETS, INFRACTIONS, PENALTIES OR ACCIDENTS ARISING FROM ANY USE OF VEHICLES BY CUSTOMER OR ITS DRIVERS.

Drivewyze shall have the right, in its sole discretion and with reasonable notice posted on www.drivewyze.com or sent to Customer’s email address provided in registering for the Service, to revise, update, or otherwise modify the Services or Software and establish or change limits concerning use of the Software or Services, temporarily or permanently. Drivewyze reserves the right to make any such changes effective immediately to maintain the security of the system or Customer’s information or to comply with any laws, regulations, guidance or its policies and agreements. Customer may reject changes by discontinuing use of the Software and Services to which such changes relate, or if an update to the Software is provided, by rejecting the downloading of such update.  Drivewyze reserves the right to terminate this Agreement by providing thirty (30) days written notice at any time if Customer rejects such update. Customer’s continued use of the Software and Services, or downloading of an update will constitute Customer’s agreement to such changes. Drivewyze may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. Drivewyze will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.  Drivewyze may update Customer’s status under different tiers of Service at any time by providing notice to Customer.

a. Drivewyze shall collect, use and disclose information concerning the Customer, the Customer’s account, and its use of the Software and Services solely for the purpose of offering, maintaining and improving the Software and Services, or as otherwise permitted in this Agreement, all in accordance with Drivewyze’s Privacy Policy found atwww.drivewyze.com, which is hereby incorporated into this Agreement by this reference.

b. Customer agrees to allow Drivewyze to provide information required as part of the Services to any and all government agencies responsible for commercial vehicle law enforcement.

c. Registration Data: Customer must register to use the Software and Services other than in Demo Mode.  Customer must provide true, accurate, current and complete information as prompted by the interview sign-up process (the “Registration Data”) and maintain and immediately update the Registration Data to keep it accurate, current and complete. If Customer provides any Registration Data that is inaccurate, not current or incomplete, or Drivewyze has reasonable grounds to suspect is inaccurate, not current or incomplete, Drivewyze may, in its sole discretion, suspend or terminate the Customer’s account and refuse any and all current or future access to and use of the Software or Services (or any portion thereof).

d. Customer Access Information: “Customer Access Information” means Customer’s access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by Customer to access the Software, Services and Customer’s financial institution accounts.  Customer is solely responsible for: (i) maintaining the confidentiality and security of Customer Access Information. Customer will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data (“Communications”) entered using the Customer Access Information. Drivewyze assumes that any Communications it receives through use of the Customer Access Information were sent or authorized by Customer. Customer agrees to immediately notify Drivewyze in writing via email if Customer becomes aware of any loss, theft or unauthorized use of any Customer Access Information. Drivewyze reserves the right to deny Customer access to the Software or Services (or any part thereof) if Drivewyze reasonably believes that any loss, theft or unauthorized use of Customer Access Information has occurred. Customer must inform Drivewyze of, and hereby grants to Drivewyze permission to use, Customer Access Information to enable Drivewyze to provide the Services to Customer, including updating and maintaining Event Data, addressing errors or service interruptions, and to enhance the types of data and services Drivewyze may provide to Customer in the future.

e. Event Data: “Event Data” means information, files or data  that is collected and stored in using the Software or Services, including user name, password information, vehicle information, location , device platform, Software version, and network provider.  Customer shall prevent unauthorized access to or use of the Event Data.  Customer authorizes Drivewyze to collect and use the Event Data, and to combine Customer’s Event Data with that of others in a way that does not identify Customer or any individual personally, to improve services and to compare spending practices with others with similar spending habits. “Data” means Registration Data, Customer Access Data, and Event Data.

f. Customer agrees to allow Drivewyze to report information about the Customer’s account to credit bureaus and to search Customer’s credit rating and history with credit bureaus.  Late payments, missed payments, or other defaults on the Customer’s account may be reflected in Customer’s credit report.

g. Customer agrees to allow Drivewyze to use Customer’s data that is not personal information for its own purposes including the use of producing anonymous data for use in related services.  For more information about what is considered personal information, please refer to our Privacy Policy at www.Drivewyze.com.

h. Customer agrees to allow Drivewyze to include Customer in a national bypass rate information services that will include only carrier or fleet names and effective bypass rates calculated for each participating jurisdiction and averaged nation-wide.  Customer will be given access to their specific bypass rate.

Direct all notices, correspondence and questions to:

support@drivewyze.com

Customer shall not disclose to any third party any item or information provided by Drivewyze to Customer that is marked CONFIDENTIAL.  Drivewyze shall not disclose to any third party any information collected from Customer, nor any report generated by Drivewyze for the benefit of Customer, except as necessary to fulfill its obligations under this Agreement, comply with applicable law or as otherwise described in this Agreement or the Privacy Policy.

By signing up with Drivewyze as a participant of the pre-clearance program, transporter agrees to the program criteria for the vehicle being driven, and must comply with all statutes and rules in order to participate as outlined in Chapter 570 of Florida Statutes and Rule 5A-16.005. Transporters who fail to stop and submit to agriculture inspections when required by law are subject to administrative and criminal penalties. Transporters who fail to comply with the program criteria or otherwise violate the governing laws are subject to loss of participation in the pre-clearance program. By signing up with Drivewyze as a participant of pre-clearance program, the transporter of the vehicle being driven hereby:

a. Agrees to directly provide to the Florida Department of Revenue when notified, all Florida destination bills of lading in an approved electronic format. This includes bills of lading for shipments that originated outside Florida that are delivered to a final destination in Florida. These electronic bills of lading must be submitted on a calendar quarter basis, unless an alternative reporting cycle is approved in writing by the Florida Department of Revenue. This data must be received by the Florida Department of Revenue within 30 days after the end of each quarter.

b. Shall be engaged primarily in the transportation of commodities other than commodities over which the Florida Department of Agriculture and Consumer Services (FDACS) exercises regulatory authority. Transporters who routinely or regularly transport agricultural, horticultural, aquaculture, livestock or other commodities over which FDACS exercises regulatory authority are ineligible to participate in the pre-clearance program.

c. Understands that enrollment in the pre-clearance program does not preclude any FDACS representative from inspecting the cargo, or absence thereof, regular manifest and/or other bills of lading of all vehicles at all Florida terminals or drop sites any time, as provided by Florida Statutes.

d. Agrees that each and every truck shipment which contains or includes agricultural, horticultural, aquaculture, livestock or other commodities over which FDACS exercises regulatory authority will voluntarily stop at all agricultural inspection stations and declare such commodities even when enrolled in the pre-clearance program.

e. Understands that all vehicles enrolled in the pre-clearance program approaching a specified agricultural inspection station may be randomly selected and routed into the inspection station.

This Agreement and documents referenced in this Agreement constitute the entire understanding of the parties concerning the subject matter of this Agreement and supersede all prior written or oral understandings. No delay or failure by Drivewyze to exercise any right under this Agreement, and no partial or single exercise of that right, nor acceptance of a partial payment, or the waiver of condemnation of any breach or default, shall constitute a waiver of that or any other right, unless otherwise expressly provided. The suppliers, agents, employees, distributors, and dealers of Drivewyze are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Drivewyze. Any waiver of the terms herein by Drivewyze must be in writing and signed by an authorized officer of Drivewyze and expressly reference the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by Delaware law as applied to agreements entered into and to be performed entirely within Delaware, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods is disclaimed by the parties and does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in the State of Delaware or federal court for the District of Delaware. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”  Notices under this Agreement may be sent via email to Drivewyze to support@drivewyze.com and to the Customer at the email address provided by Customer when registering for the use of the Services.

Authorization and Waiver

To: Government agencies, tolling agencies/authorities, leasing companies, third party credential processors, and/or other third party service providers.

As a party to the Service Agreement with Drivewyze Inc., Customer hereby authorizes, waives rights, and grants a waiver to Drivewyze Inc. to enable it to acquire and periodically reconfirm information from Government agencies, tolling agencies/authorities, leasing companies, third party credential processors, and/or other third party service providers concerning registration, permits, licenses, inspections, taxes and any other credentials, including but not limited to all carrier, fleet, vehicle and driver information required to support bypass or Pre-Clear services (“Waived Information”). This authorization and waiver extends to toll agencies/authorities requiring Customer authorization or waivers to access vehicle registration information from government agencies, tolling agencies/authorities, leasing companies, third party credential processors, and/or other third party service providers. Customer authorizes Drivewyze Inc. to collect, disclose and use such information, and Licensee authorizes and provides a waiver for government agencies, tolling agencies/authorities, leasing companies, and/or third party credential processors or other service providers to release without restriction or liability all such information to Drivewyze Inc.