License Agreement

PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: This End-User License Agreement and Terms of Use (“EULA”) constitutes a legal agreement between you and Truck Keeping, LLC (“Truck Keeping”) that governs your use of the Software Product installed or made available to you by Truck Keeping.

BY CLICKING “I AGREE”, OR BY TAKING ANY STEP TO INSTALL OR USE THE SOFTWARE PRODUCT, YOU:
(1) REPRESENT THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN YOUR STATE, PROVINCE JURISDICTION OF RESIDENCE AND, IF APPLICABLE, YOU ARE DULY AUTHORIZED BY YOUR EMPLOYER TO ENTER INTO THIS AGREEMENT; AND
(2) YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA.

IF YOU DO NOT ACCEPT THE EULA TERMS, DO NOT USE THE SOFTWARE PRODUCT.

  1. GRANT OF LICENSE

    This EULA applies to the Software Product known as “Profithauler.” The Software Product includes: (i) software that is owned by Truck Keeping, and may include associated media, online or electronic documentation, and access to software-as-a-service such as webpages, online interfaces, or online-accessible databases; and (ii) other software provided by third parties and used with the Software Product. Truck Keeping grants you the following non-exclusive rights to use the Software Product, provided you agree to and comply with all terms and conditions stated herein:

    1. Use. Truck Keeping grants you a personal, limited, non-exclusive, non-transferable, revocable right and license to install and use the Software Product so long as all applicable license and support fees are paid, and so long as you comply with the terms of this EULA and other relevant terms and conditions. You may use the Software Product on your computer or smartphone. You may not use the Software Product on additional computers or smartphones. You do not have the right to distribute, sell, offer to sell, or copy the Software Product. You agree to only use the Software Product as expressly permitted herein.

    2. Reservation of Rights. The Software Product is licensed, not sold, to you by Truck Keeping. Truck Keeping, and, as relevant, its suppliers of third-party software, own all right, title and interest in and to the Software Product and reserve all rights not expressly granted to you in this EULA. You agree to refrain from any action that would diminish the ownership rights of Truck Keeping or third parties or would call those ownership rights into question.

    3. Third Party Software. Notwithstanding the terms and conditions of this EULA, all or any portion of the Software Product which constitutes third party software is licensed to you subject to the terms and conditions of the software license agreement accompanying such third party software, whether in the form of a discrete agreement, shrink wrap license, or electronic license terms accepted at time of download, installation, or use. To the extent that third-party software is governed by a separate license agreement, you shall be bound by the terms of that separate license agreement.

    4. Support. During the pendency of this Agreement, as long as you (or, as relevant, your employer) have paid all applicable license, maintenance, or support fees, Truck Keeping shall provide customer support for the Software Product during its regular hours of 9:00 a.m. to 5:00 p.m., Eastern Standard Time, excluding Truck Keeping holidays. During these times, Truck Keeping will make commercially reasonable efforts to: (i) upon your request or, as applicable, the request of your employer, define and resolve difficulties relating to the functioning of the Software Product; and (ii) insofar as reasonably possible, correct deviations between the Software Product and the documentation for the Software Product furnished by Truck Keeping; and (iii) provide reasonable telephone assistance to you in installing or using the Software Product.

  2. CHANGES TO SOFTWARE PRODUCT AND THIS AGREEMENT

    Truck Keeping may, in its sole discretion, from time to time, provide changes or upgrades to the Software Product. All such changes or upgrades are and shall be deemed “Software Product.” After changing or upgrading, you may no longer use prior versions of the Software Product. Truck Keeping reserves the right to provide such changes or upgrades automatically, without notice to you. Truck Keeping further reserves the right to discontinue this Software Product in whole or in part at any time, or to discontinue any feature of the Software Product. Truck Keeping may further change this EULA from time to time, and such changes will be effective when posted on Truck Keeping’s website for this Software Product or when Truck Keeping notifies you by other means. Please review the website periodically for any such amendments. Your use of the Software Product after the effective date of such amendments or changes to this EULA signifies your agreement to such amendments and changes.

  3. ADDITIONAL SOFTWARE

    This EULA applies to updates, upgrades, changes, or supplements to the original Software Product provided by Truck Keeping, unless Truck Keeping provides separate terms with such updates, upgrades, changes, or supplements. In case of a conflict between the terms of this EULA and the terms provided with a future update, upgrade, change, or supplement, the terms provided with the future update, upgrade, change, or supplement will prevail.

  4. ADDITIONAL RESTRICTIONS

    Restrictions. You acknowledge and agree that the Software Product is licensed, not sold. You agree not to use the Software Product in a manner that violates any applicable law, regulation, or this EULA. For example, unless authorized by Truck Keeping in writing, you agree you will not: (i) provide access to or give the Software Product or any part thereof to a third party; (ii) reproduce, duplicate, copy, deconstruct, reverse engineer, sell, trade, or resell the Software Product; (iii) transfer your license to the Software Product to another; (iv) attempt unauthorized access to other Truck Keeping systems that are not part of the Software Product; (v) permit any third party to benefit from the functionality of the Software Product via rental, lease, timesharing, service bureau, hosting service, or other arrangement, or upload the Software Product for those or similar purposes. You may not otherwise sublicense, assign or transfer the license or Software Product, or your rights thereto, except as expressly provided in this EULA.

  5. PROPRIETARY RIGHTS

    All intellectual property rights in the Software Product and user documentation, including specifically all source code, object code, web content, and databases (but excluding user-provided data) are owned exclusively by Truck Keeping or its suppliers and are protected by law, including but not limited to copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the Software Product are the valuable trade secrets and confidential information of Truck Keeping and its suppliers. You shall not remove any product identification, copyright notices or proprietary restrictions from the Software Product.

  6. LIMITATION ON REVERSE ENGINEERING

    You are not permitted (and you agree not to) copy without authorization, reverse engineer, decompile, disassemble, create derivative works of, or modify the Software Product. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this EULA. Truck Keeping reserves all rights in its intellectual property not expressly transferred herein. Unauthorized copying of the Software Product or failure to comply with the restrictions in this EULA (or other breach of the license herein) will result in automatic termination of this Agreement and, you agree, will constitute immediate, irreparable harm to Truck Keeping for which monetary damages would be an inadequate remedy. You further agree that Truck Keeping is entitled to injunctive relief to prevent, abate, or remedy any unauthorized copying or attempts or efforts to reverse engineer, decompile, disassemble, create derivative works of, or modify the Software Product, or any other infringement of Truck Keeping’s intellectual property rights.

  7. TERM

    This EULA is effective unless terminated or rejected by you. In the event that you reject this EULA, you have no rights hereunder and are not authorized to further use of the Software Product. Your rights under this EULA will terminate immediately and without additional notice in the event you breach this EULA or fail to comply with any term or condition of this EULA. Upon termination of this EULA, you must delete all copies of the Software Product in your possession.

  8. CONSENT TO TRUCK KEEPING USE OF DATA

    You agree that Truck Keeping and its affiliates or suppliers may collect and use data on your use of the Software Product for a number of purposes, including backup operations, technical support, improvement of the Software Product or other products, compiling statistics, including statistics related to User Data or use of the Software Product, and marketing or advertising. You recognize and agree that Truck Keeping may collect, compile, analyze, and use data provided by you as User Data, including financial and performance-based data, for the above-stated purposes. Truck Keeping agrees not to use this information in a form that personally identifies you except to the extent necessary to provide such services.

  9. OWNERSHIP OF USER DATA

    You recognize and agree that use of the Software Product may involve the provision of personal information by you, including specifically financial, accounting, or tax-related information, and information pertaining to the performance of your job. Such information may include, but is not limited to, information related to your expenses, income, mileage, per diem expenditures, driving time, and other related information (“User Data”). You agree specifically to: (i) Truck Keeping maintaining your User Data as part of the Software Product, (ii) Truck Keeping using your User Data as set forth in Section 8 herein; (iii) Truck Keeping storing and maintaining User Data at facilities of its choice, which may include countries outside of the European Union that may be deemed to have inadequate protections by the European Union Data Protection Authorities; and (iv) if you are using the Software Product pursuant to a license purchased by your employer, Truck Keeping providing access to all or portions of your User Data to your employer on terms and conditions consistent with Truck Keeping’s agreement with your employer, without further notice to you.

  10. RESPONSIBILITY FOR USER DATA

    You are legally responsible for the content of all User Data, including information, data, text, software, music, sound, photographs, graphics, video, messages or other materials. You grant Truck Keeping a worldwide, royalty-free, non-exclusive license to host and use any User Data provided through your use of the Software Product. You agree not to use the Software Product for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your User Data regularly and frequently. You are responsible for maintaining up-to-date backups of User Data, and agree that Truck Keeping is not responsible or liable for any User Data that may be or become lost or unrecoverable. You agree that you will not use the Software Product to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their User Data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions.

    Truck Keeping is not responsible for User Data you provide through your use of the Software Product. You agree not to use the Software Product to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to: (i) illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or “flaming” others, or criminal or civil liability under any local, state, federal or foreign law; (ii) content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent’s consent in the case of a minor); (iii) except as otherwise permitted by Truck Keeping in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding; (iv) virus, trojan horse, worm or other disruptive or harmful software or data; and (v) any information, software or Content which is not legally yours and which may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

  11. PRIVACY POLICY

    Truck Keeping collects and retains data from individual users including User Data, as well as information Truck Keeping may receive from you on applications and other forms and information about your transactions with us and other parties. Truck Keeping may disclose some nonpublic personal information about you to affiliated or non-affiliated third parties. Truck Keeping will not reveal specific information about your account or other personally identifiable data to affiliated or unaffiliated third parties except as follows: (i) when the information is required to satisfy a request that you initiate; (ii) when you request it; (iii) when disclosure is required by law (e.g. subpoena, investigation of fraud, etc.); (iv) when you have been informed about the possibility of disclosure for marketing or similar purposes and you are given the opportunity to decline or opt out; (v) for Truck Keeping’s use, as set forth in Section 8 herein; and (vi) if your license was purchased by your employer, to your employer.

  12. ADDITIONAL IMPORTANT TERMS

    Truck Keeping is not in the business of providing legal, financial, accounting, regulatory, and other professional services or advice. User Data may include financial information, however, Truck Keeping and the Software Product do not and will not provide any financial, tax, budgeting, or planning advice. User Data may pertain to over-the-road shipping or the performance of your job, however, Truck Keeping and the Software Product do not and will not provide any advice concerning compliance with Department of Transportation Regulations. You are strongly advised to consult the services of a competent professional when you need these types of assistance. For example, the fact that the Software Product accepts the entry of certain financial User Data does not ensure that such User Data is correct, that the data enterable into the Software Product is the data required to correctly fill out tax forms or to meet other legal obligations, or that the user is complying with his or her financial, accounting, Department of Transportation, or tax obligations through use of the Software Product.

    Most importantly, you agree that you are solely and exclusively responsible for compliance with all financial, accounting, tax, and regulatory obligations, including Internal Revenue Service and Department of Transportation regulations, and that Truck Keeping provides no advice and has no duties, obligations, or liability of any kind with respect to the same.

  13. DISCLAIMER OF WARRANTIES

    1. You acknowledge that the Software Product is for backup and redundancy only, and should not be used as a sole or primary source of storage of User Data. YOU AGREE THAT THE USE OF THE SOFTWARE PRODUCT IS AT YOUR SOLE RISK AS TO SATISFACTORY QUALITY PERFORMANCE, ACCURACY AND EFFORT. Use of the Software Product may adversely affect the operation of other software and devices. To the maximum extent permitted under applicable law, the Software Product is offered on an “AS-IS” basis and Truck Keeping does NOT warrant that the functions contained in the Software Product will meet your requirements or that the operation of the Software Product will be uninterrupted or error free or that such errors will be corrected. Computer software is inherently subject to bugs and potential incompatibility with other computer software and hardware. You should not use the Software Product for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property.

    2. EXCEPT AS MAY BE SET OUT IN A SPECIFIC WARRANTY ACCOMPANYING THE SOFTWARE PRODUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUCK KEEPING AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT AND THIRD PARTY SOFTWARE “AS IS” AND WITH ALL FAULTS AND WITHOUT ANY OTHER WARRANTY OF ANY KIND, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE SOFTWARE PRODUCT ANDTHIRD PARTY SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TRUCK KEEPING OR AN TRUCK KEEPING AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. Some states/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety. To the extent applicable law requires Truck Keeping to provide warranties, you agree that the scope and duration of such warranty shall be to the minimum extent permitted under such applicable law.

    3. IN NO EVENT DOES TRUCK KEEPING PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WITH WHICH THE SOFTWARE PRODUCT IS DESIGNED TO BE USED, AND TRUCK KEEPING DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.

    4. TRUCK KEEPING PROVIDES NO WARRANTIES OF ANY KIND REGARDING THE ACCURACY OF USER DATA OR REGARDING YOUR COMPLIANCE WITH LEGAL, FINANCIAL, TAX-RELATED, OR REGULATORY OBLIGATIONS THROUGH USE OF THE SOFTWARE PRODUCT.

  14. LIMITATION OF LIABILITY

    Notwithstanding any damages that you might incur, the entire liability of Truck Keeping and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Software Product. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRUCK KEEPING OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THIRD PARTY SOFTWARE AND/OR THIRD PARTY HARDWARE USED WITH THE SOFTWARE PRODUCT, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA), EVEN IF TRUCK KEEPING OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

  15. INDEMNITY

    You agree to indemnify and hold Truck Keeping and its officers, directors, employees and licensors harmless from any claim or demand (including but not limited to reasonable legal and attorneys’ fees) made by a third party due to or arising out of or related to your violation of the terms and conditions of this Agreement, your violation of any laws, regulations or third party rights or your negligent act, omission or willful misconduct, or related in any way to the content of or use of the Software Product or your User Data.

  16. U.S. GOVERNMENT CUSTOMERS

    The Software Product is a “Commercial Item” as that term is defined in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable, Commercial Computer Software and Commercial Computer Software Documentation are licensed to the U.S. Government users (i) only as Commercial Items and (ii) only with those rights granted to other users under this EULA. Unpublished rights are reserved under the copyrights of the United States.

  17. COMPLIANCE WITH LAWS

    You shall comply with all laws and regulations of the United States and other countries (“Export Laws”) to ensure that the Software Product is not (i) exported, directly or indirectly, in violation of Export Laws, or (ii) used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. You further agree that you will not use the Software Product for any purpose prohibited under applicable law.

  18. APPLICABLE LAW

    This EULA is governed by the laws of the State of Indiana, exclusive of conflict of law provisions and you irrevocably and exclusively consent to the jurisdiction and venue of state and federal courts located in Allen County, Indiana with respect to any proceedings arising or related to the Software Product or this EULA. The parties hereby agree that this Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods.

  19. ENTIRE AGREEMENT

    This EULA is the entire agreement between you and Truck Keeping relating to the Software Product and its use, and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any Truck Keeping policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. In the event of a conflict between the English and any non-English versions of this EULA, the English version shall govern. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the EULA will remain in force and effect. Sections 5, 6, 8. 9, 10, 12, 13, 14, 15, and 18 shall survive termination of this EULA.