Terms of Service

Effective as of January 26, 2024

These terms of service ("Agreement") constitute a contract between you and SNM ELD, a Pennsylvania limited liability corporation, together with its employees, consultants, directors, successors, subsidiaries, affiliates, and assignees ("Company", "we" or "us") and governs the terms under which you may use services offered by us, whether on behalf of yourself or on behalf of a company or other entity for which you are authorized to act. If you are acting on behalf of an entity, this Agreement constitutes a contract between the Company and that entity, and you acknowledge that you have the authority to bind such entity and its affiliates to this Agreement. The terms "you" or "your" throughout this Agreement shall mean you personally and/or the entity on whose behalf you are acting.

Description of the Service. The service means the Company's electronic logging device and fleet management software and includes our websites, mobile websites, and mobile application and any updates or upgrades thereto (the "Service").

Agreement to Terms. You acknowledge and agree that this Agreement is between you and the Company. Do not access or use the Service if you do not agree to be bound by this Agreement. By downloading, using, or accessing the Service, you are agreeing to this Agreement and any policies or other terms referenced in or incorporated within this Agreement (such as our Privacy Policy).

Access and Use of the Service. Any software, hardware or any other content that Company makes available to you in connection with the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms in this Agreement including your compliance with this Agreement, Company only grants you a limited, non-sublicensable, non-exclusive and revocable license to use the Service. Any rights not expressly granted herein are reserved.

You are solely responsible for all activity that occurs under your login or access credentials, whether or not you allow a third party to access your account.

You may allow other certain users, e.g. employees or independent contractors ("End Users") to access the Services in accordance with this Agreement. You may have the ability to create End User accounts with special permissions ("Administrator Accounts"). To the extent that you create any accounts for End Users, direct us to create any accounts for End Users, or allow End Users to access the Services, (including End Users with Administrative Accounts), you and your End Users are responsible for all End Users' activity and ensuring that they are in compliance with this Agreement.

You acknowledge that if you have been given access to the Service by another user, including your employer, that such third party who granted you such access (e.g. by creating your account, directing us to create your account and/or providing you login credentials) to the Service may have the ability to access your account including but not limited to the ability to monitor, disclose, make changes, restrict or terminate your access to your account and/or the Service. You acknowledge that the Company is not responsible for such internal management or administration of the Services as between you and such other user. You further acknowledge that even if you have been given access to the Service by another user, you are bound by the terms of this Agreement.

To the extent that you allow End Users or any other third party (e.g. your employer) to access the Service or create, or direct us to create, any accounts for other users, you are responsible for (i) maintaining the confidentiality of login credentials (including usernames and passwords), (ii) managing access to End User accounts and other accounts which you create, and (iii) ensuring that all End Users and users of other accounts which you create are in compliance with this Agreement.

You shall promptly notify Company if you learn of a security breach related to the Service. You assume sole responsibility for your driving logs and for complying with all state and federal regulations including, but not limited to, FMCSA regulations and specifically regulations governing hours of service of drivers. You acknowledge that Company is not and will not be responsible for your compliance and will not be a party to any dispute that arises between you and any regulatory agency, including but not limited to the FMCSA. Please also refer to the Section entitled "Disclaimer of Warranties" in this Agreement.

You may use the Service only if you are 18 years or older and capable of forming a binding contract with Company and are not barred from using the Services under applicable law. If you want to access and use the Service, you'll have to create, or be granted, an account. You can do this via the Service. It's important that you provide us with accurate, complete and up-to-date information for your account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your account. You agree that you won’t disclose your login credentials or account password to anyone and you’ll notify us immediately of any unauthorized use of your account. You are responsible for all activities that occur under your account, whether or not you know about them. Your use of the Service is dependent on a variety of factors for which you are solely responsible including but not limited to operation of a vehicle that is capable of connection with and SNM ELD of information to the Service, use of a device which is capable of downloading and/or accessing the Service, and access to an internet or cellular connection with which to access the Service.

Unauthorized Use of the Service. You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Company in our sole discretion). You shall comply with any codes of conduct, policies, instruction manuals, user guides, storage limitations, or other notices Company provides you or publishes in connection with the Service from time to time.

For any inquiries, you may contact us at support@snmeld.com

[The document continues with additional terms and conditions covering data privacy, termination, limitations, and other legal provisions.]

Indemnity. You agree to indemnify and hold Company, its vendors, and their respective subsidiaries, officers, directors, agents, partners, employees, and consultants harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of this Agreement or any law, or your violation of any rights of a third party.

Additional Terms for Apple Applications. The terms in this section apply to your use of the Service, including the iPhone and iPad applications available via Apple, Inc. ("Apple") App Store (each an "App Store App"), but the following additional terms also apply to App Store Apps:

Both you and Company acknowledge that this Agreement is concluded between you and Company only, and not with Apple, and that Apple is not responsible for App Store Apps or the Content.

The App Store Apps are licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with the Service for your private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Service.

You will only use the App Store Apps in connection with an Apple device that you own or control.

You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Apps.

In the event of any failure of the App Store Apps to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple's sole warranty obligation to you will be to refund to you the purchase price, if any, of the App Store App.

You acknowledge and agree that Company, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the App Store App.

You acknowledge and agree that, in the event of any third-party claim that the App Store App or your possession and use of the App Store App infringes that third party's intellectual property rights, Company, and not Apple, will be responsible for the investigation, defense, settlement, and discharge of any such infringement claim.

You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist-supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

Both you and Company acknowledge and agree that, in your use of the App Store App, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use.

Both you and Company acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third-party beneficiary hereof.

General.

Entire Agreement. This Agreement and the notices and documents referred to herein constitute the entire agreement between you and Company relating to the Service and govern your use of the Service, superseding any prior agreements between you and Company or any other party in connection with the Service.

No Waiver. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and shall not guarantee that Company will repeat any such actions in the future.

Severability. If any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give appropriately valid effect to the intention of this Agreement as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.

Assignment. This Agreement and any rights granted to you under this Agreement may not be transferred or assigned by you, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent, and any such attempted assignment or transfer shall be null and void, except that you may assign this Agreement in its entirety to a purchaser of all or substantially all of your assets or business or in connection with a merger, amalgamation, reorganization, or similar transaction without consent and upon written notice to us. Subject to the foregoing, this Agreement will enure to the benefit of and be binding upon the respective successors and permitted assigns of you and us. This Agreement may be assigned or novated by us in our sole discretion by way of written notice to you.

Governing Law. This Agreement shall be governed by the laws of the State of Pennsylvania, and all activities performed in connection with the Service shall be deemed to have been performed in Pennsylvania. Any controversy, dispute, or claim arising out of or relating to the Service or this Agreement (a "Claim") shall be governed by and construed in accordance with the laws of Pennsylvania, except that body of law governing conflicts of law.

Dispute Resolution. If a dispute arises between you and Company, our goal is to learn about and address your concerns. If we are unable to address your concerns to your satisfaction, we will seek to provide you with a neutral and cost-effective means of resolving the dispute quickly. Complaints and disputes between you and Company regarding the Service may be reported to Attn: Legal Department, SNM ELD, 3600 Red Lion Road #68C Philadelphia, PA 19114, or via email to: support@snmeld.com.

Arbitration. For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules:

(i) The arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, with the specific manner to be chosen by the party initiating the arbitration.

(ii) The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.

(iii) Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Forum for Disputes. Except as otherwise agreed by the parties or as described above, you agree that any claim or dispute you may have against Company must be resolved by a court located in Philadelphia County, Pennsylvania. You agree to submit to the personal jurisdiction of the courts located within Philadelphia County, Pennsylvania for the purpose of litigating all such claims or disputes.

Improperly Filed Litigation. All claims you bring against Company must be resolved in accordance with this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to this Agreement, Company may recover attorneys' fees and costs from you, provided that we have notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.