Legal

SOFTWARE-AS-A-SERVICE (SAAS) AGREEMENT

This Software-As-A-Service Agreement (“Agreement”) is made as of this day between Diesel Laptops LLC (“Diesel Laptops”) and Company Name (“Customer”), with principal place of business at Company Address.

Software-As-A-Service: As set forth below, Diesel Laptops agrees to furnish one or more user logins as purchased, providing non-exclusive access to TruckPartsPremium.com or an equivalent platform, which contains online tools for inventory analysis and other features.

Service Level Agreement: Diesel Laptops will use reasonable efforts to ensure service is available on a 24/7 basis.  However, it is possible that on occasion the service may be unavailable to permit maintenance or other development activity to take place, or in the event of a Force Majeure (an event beyond Diesel Laptops’ reasonable control, including but not limited to natural disasters or energy blackouts).  Diesel Laptops will use reasonable efforts to notify you in advance of any planned maintenance outages or extended unplanned outages.

Subscriptions: Customer acknowledges that it must purchase and pay for one subscription for each user.  Sharing subscriptions/accounts/logins, even between Customer’s employees or with related companies, is strictly forbidden.  Customer is solely responsible for ensuring login information is not shared and must take commercially reasonable steps to ensure its login information is not compromised.  Customer must immediately report any suspected security breach or attempted breach to Diesel Laptops.  Diesel Laptops reserves the right to track data regarding login usage, including but not limited to IP tracking or other electronic surveillance, to ensure login information is not shared or compromised.  Use of a login by multiple parties will be deemed an additional purchase of an appropriate number of Additional Subscriptions by Customer.  In such an event, Customer will become immediately liable for the cost for Additional Subscriptions at the 12-month advance payment rate; failure to promptly remit this additional payment may result in an immediate termination of Customer’s existing subscription(s) and loss of access.  Any fees previously paid by Customer will not be refunded.

Enterprise Subscription: An Enterprise Subscription allows Customer a cost-effective package for multiple logins for its own employees.  Enterprise subscribers are forbidden from sharing such logins with other entities, including related companies, without Diesel Laptops’ express written permission.

Geographical Limitation: All subscriptions provided by Diesel Laptops are for use in North America only.  Use outside of North America without Diesel Laptops’ express written permission is strictly forbidden and may result in additional charges, early termination of services, and forfeiture of previously paid amounts.

Pricing:  Customer agrees to pay Diesel Laptops the monthly fee set forth in the attached Sales Proposal (Exhibit 1) for single subscription usage over the next twelve (12) months (the “Annual Subscription”).  If Customer wishes to purchase and pay for its Annual Subscription in advance, Customer will receive the discount reflected in Exhibit 1.  Additional Subscriptions or Enterprise Subscriptions, if applicable, are set forth in Exhibit 1.  Advance purchases are non-refundable in the event of early termination regardless of reason.

Data Collection: From time to time, Diesel Laptops may collect data regarding Customer’s usage of its software, which data may be shared internally or with business affiliates for the purposes of product development, product enhancement, identifying trends and insights, or marketing.  Use of the above-referenced website constitutes consent to such data collection and sharing, which rights shall survive the termination of this Agreement.  Diesel Laptops does not share individually identifiable information (such as e-mail addresses) with business affiliates except as necessary to facilitate its own transactions (for example, Customer may be requested to release account information to a third-party providing credit for a Diesel Laptops transaction).  Diesel Laptops will use commercially reasonable efforts to secure all data provided.  Diesel Laptops will not be receiving or storing individually identifiable information beyond basic user account information on the above referenced website; therefore, Customer agrees to hold Diesel Laptops harmless for any data breach to the maximum extent permitted by law.

Intellectual Property: The information contained in the above referenced website is the intellectual property of Diesel Laptops and is provided solely for Customer’s use to facilitate its diagnostic and repair work.  Customer will have no interest in Diesel Laptops’ intellectual property except for being provided access during the term of its subscription.  Customer warrants that it will not copy or republish Diesel Laptops’ intellectual property; modify or create derivative works from Diesel Laptops’ intellectual property; remove, modify or obscure any copyright, trademark or other proprietary notice; reverse engineer, decompile, disassemble or otherwise attempt to derive any source code except and only to the extent such activity is expressly permitted by applicable law; or access the service or related documentation in order to build a similar or competitive product.  Customer will not retain any copies of Diesel Laptops’ intellectual property following the termination of this agreement.

Usage: Customer and its personnel agree not to deliberately misuse the service including but not limited to using others’ subscriptions, undermining the integrity or security of the system, not attempting to view unauthorized material or data, and complying with any terms of use on the website which may be updated by Diesel Laptops from time to time.

Limitations of Liability: NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE IN CONNECTION WITH THIS AGREEMENT.

Renewal and Termination: If purchased on a monthly-pay basis, Annual Subscriptions, including but not limited to Additional Subscriptions or Enterprise Subscriptions will renew automatically unless Customer gives written notice of its intent to cancel this Agreement at least thirty (30) days in advance of the agreement’s anniversary.  If purchased on an annual-pay basis, Subscriptions must be explicitly renewed.  All renewal periods shall be for one year and shall otherwise mirror prior Annual Subscriptions in terms of the number/type of accounts and payment terms.  Diesel Laptops reserves the right to amend pricing from time to time in its sole discretion, by providing written notice of new potential terms to Customer at least sixty (60) days prior to any renewal.

Notices: All required notices shall be sent to the address in the signature block below, unless Customer directs Diesel Laptops in writing to use alternative notice information.

Governing Law-Venue: This Agreement will be governed by South Carolina law without giving effect to conflict of laws principles.  Any dispute between Diesel Laptops and Customer which cannot be resolved by the parties will be resolved by the federal or state courts sitting in South Carolina, each party consenting to the jurisdiction of those courts.  Customer agrees that any violation of the Subscriptions, Geographical Limitation, Intellectual Property or Usage provisions would cause irreparable harm to Company and consents to the entry by any court of competent jurisdiction of an injunction against Customer to restrain any such breach, in addition to any other remedies Diesel Laptops may seek.

Miscellaneous: Failure of Diesel Laptops to enforce any term of this Agreement shall not act as a waiver.  Any waiver must be specifically stated as such, in writing.  If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain unaffected and shall be enforceable to the maximum extent possible.  This Agreement shall be binding on and inure to the benefit of the parties’ respective successors.  This Agreement may be executed in one or more signed counterparts, including digitally executed copies, which together shall form one instrument.  Headers are provided for the parties’ convenience and shall not be considered in interpreting the terms of this Agreement.