Standard Fleet Terms of Service
THIS STANDARD FLEET TERMS OF SERVICE (“AGREEMENT”) IS BETWEEN STANDARD FLEET, INC. (“COMPANY”) AND THE CUSTOMER (“CUSTOMER”) THAT HAS SIGNED OR ENTERED AN ORDER FORM OR ACCEPTED THIS AGREEMENT BY REGISTERING FOR THE SERVICE DESCRIBED IN SECTION 1.1 BELOW ONLINE AT WWW.STANDARDFLEET.COM (THE “SITE”) . BY REGISTERING FOR AND ACCESSING AND USING THE PLATFORM AND THE SERVICE AS DEFINED BELOW, CUSTOMER AGREES TO AND IS BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CUSTOMER MAY NOT REGISTER FOR OR USE THE SERVICE.
SERVICE AND RESTRICTIONS
Description of the Service. Company provides a software as a service product (the “Platform”) and associated mobile application (“Software”) designed to monitor and manage an electric vehicle fleet (each vehicle a “Vehicle”) (the “Software” and collectively with the Platform, the “Service”). Customer may order the Service and download the Software onto Company’s or its Authorized User’s devices by completing an online order form or a signed order form (“Order Form”) specifying the number and type of Vehicles being monitored, the number of Authorized Users of the Service and Software, the Subscription Term (defined below) for the Service and the applicable fees.
Order Forms; License to Platform and Software. Subject to Customer’s compliance with this Agreement and Customer’s payment of the amounts due to Company in this Agreement, Company (1) shall provide Customer and its designated Authorized Users with non-exclusive access to the Platform during the Subscription Term specified in the Order Form and (2) hereby grants Customer a non-exclusive, royalty-free, non-transferable, and non-sublicensable license for Company and its Authorized Users to download one copy of the Software onto a single device for each Authorized User during the Subscription Term solely to access the Platform, and in the case of both (1) and (2) above, only for Customer’s internal business purposes and in accordance with the documentation for the Service provided to Customer by Company. Company shall provide Customer with access information and account credentials for the Platform, which are Company’s Confidential Information. Company may provide Customer with access to the Service via an API provided by Company. In such case, such API shall be deemed part of the Platform for the purpose of this Agreement.
Restrictions. Customer and its Authorized Users shall not, and shall not permit, authorize, or assist any third-party to: (1) modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of the Service; (2) use or integrate the Service with any software, hardware, or system other than Customer’s computer equipment on which the Service is designed to operate; (3) sell, resell, license, sublicense, distribute, rent or lease any part of the Service or provide any third party with access to the Service; (4) disclose to any third party any results of any benchmark or other performance tests of the Service; (5) remove, alter, or obscure any proprietary rights notices contained in or affixed to the Service; (6) copy, frame, or mirror any part of the Service; (7) attempt to disrupt, degrade, impair, or violate the integrity or security of the Service, including, without limitation, by executing any form of network monitoring; (8) use the Service to store or transmit any malicious code; (9) interfere with or disrupt the integrity or performance of the Service; (10) use the Service in violation of any person or entity’s intellectual property, privacy or other rights’ or (11) take any action that imposes an unreasonable or disproportionately large load on Company’s infrastructure. Company may monitor Customer’s use of the Service and may prohibit any use of the Service Company reasonably believes may be (or alleged to be) in violation of the foregoing; provided, however, that prior to any suspension of the Service, Company shall provide Customer with written notice of any such suspected violation and Customer shall have the opportunity to cure such violation (if curable) during the 30-day period following receipt of such notice. Customer shall comply with applicable law in its use of the Service.
Export Restrictions. Customer agrees that the Software and Services will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.
U.S. Government Acquisition of the Service and Software. This section applies to all acquisitions of the Software by or for the U.S. Government ("Government"), or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, "other transaction" ("OT"), or other activity with the Government. By accepting delivery of the Software, the Government, any prime contractor, and any subcontractor agree that the Software qualifies as "commercial" computer software within the meaning of FAR Part 12, paragraph (b) of FAR Subpart 27.405, or DFARS Subpart 227.7202, as applicable, and that no other regulation, or FAR or DFARS data rights clause, applies to the delivery of this Software to the Government. Accordingly, the terms and conditions of this Agreement govern the Government’s (and the prime contractor and subcontractor’s) use and disclosure of the Software, and supersede any conflicting terms and conditions of the contract, grant, cooperative agreement, OT, or other activity pursuant to which the Software is delivered to the Government. If this Software fails to meet the Government’s needs, if this Agreement is inconsistent in any respect with Federal law, or if the above cited FAR and DFARS provisions do not govern, the Government agrees to return the Software, unused, to Company.
No Protected Information. Customer shall not disclose to Company or process or submit via the Service any information that is: (1) “personal health information,” as defined under the Health Insurance Portability and Accountability Act of the United States of America; (2) government-issued identification numbers, including Social Security numbers, driver’s license numbers and other state or national issued identification numbers; (3) financial account information; (4) payment card data; or (5) biometric information or sensitive Personal Data (as defined) or special categories of personal data, except for Location Data as noted in Section 1.8 below.
Account; Authorized Users and User Credentials. Customer shall provide complete and accurate information when creating an account to access and use the Service and to keep the information in the account updated and accurate. Customer’s access and use of the Services (including the Platform and Software) is limited to authorized employees and contractors of Customer (collectively, “Authorized Users”). Customer is responsible for designating Authorized Users and providing to Company contact information for each Authorized User so that Company can set up accounts for Authorized Users (“Authorized User Accounts”). All Authorized Users are subject to approval by Company at its discretion. Prior to accessing and using the Service, each Authorized User shall register and create an account with Company and accept the then current End User License Agreement to access the Service. Each Authorized User shall provide certain information about the Authorized User as prompted by the registration form, including Authorized User’s contact’s name and a valid email address. Customer shall be responsible for ensuring that all Authorized Users provide full, complete and accurate information when registering or creating an account, and update that information promptly if it should change. Each Authorized User will be assigned an unique login ID and password (“User Credentials”) to access and use the Service; User Credentials shall be treated as Confidential Information of Company and shall not be disclosed, transferred or shared with any other Authorized User or any third-party without the prior written permission of Company. Customer is responsible for any acts or omissions of Authorized Users in connection with their use of the Services and any use of Authorized User Accounts, whether authorized or not. Customer shall immediately notify Company if there is any unauthorized use of Customer’s or any Authorized User’s account.
Access to Vehicle Informatics and Location Data. Customer hereby grants to Company the right to (a) access the Company’s accounts with Vehicle manufacturers (“Vehicle Accounts”) associated with the Vehicles to be monitored using the Services (“Vehicles”) by providing the access credentials for such accounts and (b) receive, download, copy, analyze and process data from the Vehicle Accounts relating to the condition, location, performance and other informatics relating to the Vehicles (“Vehicle Data”) for the purpose of the providing the Service and other purposes as authorized under this Agreement. In addition, Customer hereby grants to Company the right to collect and process precise geolocation data from the Vehicles, including the date, time and precise location of the Vehicle, which may also include information about the location of the driver of the Vehicle (“Location Data”) and to collect and process Personal Data of drivers of the Vehicles to the extent provided by Customer or necessary to provide the Service (“Driver Data”).
Personal Data. Each party acknowledges that Personal Data may be shared and processed by each Party in connection with performing their obligations under this Agreement. The parties agree to treat Personal Data as Confidential Information under this Agreement and to comply with all applicable laws, rules, regulations and orders relating to the collection and processing of Personal Data under this Agreement. In addition, the parties shall comply with the terms of the Company Data Processing Addendum at www.standardfleet.com/. “Personal Data” means any information relating to an identified or identifiable natural person that is provided by one party to the other party or that is protected as personal information or personal data under applicable laws. Customer shall provide all notices and obtain all consents required by applicable laws from individuals whose Personal Data is being collected and processed in connection with the Service under this Agreement, including, but not limited to, Location Data and Driver Data, including notice that Personal Data will be collected and processed by Company in providing the Service under this Agreement.
License to Customer Data. Customer hereby grants to Company a worldwide, non-exclusive, royalty-free, fully paid-up, license to use, distribute, reproduce, display, perform, and create derivative works of any information, data, multimedia, video, audio, materials, or content that Customer provides to Company via the Service, including Vehicle Data, Personal Data and Driver Data (collectively, the “Customer Data”) for the purposes of: (1) providing the Service to Customer and (2) developing, maintaining, supporting, or improving the Service (including to the extent permitted by applicable law following the termination of this Agreement). Company may authorize its affiliates and contractors to exercise the foregoing rights. Customer retains ownership of Customer Data, subject to the license granted in this section. Customer represents and warrants that it has obtained all consents, approvals, permissions, or rights necessary to grant the license to Customer Data to Company specified in this section.
Customer Equipment. Customer shall obtain and maintain any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, mobile devices, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer shall maintain the security of the Equipment, Customer’s account, and User Credentials, and Customer is responsible for all uses of the Service, Customer account or the Equipment with or without Customer’s knowledge or consent.
No Liability for Vehicles/Authorized Users. Company is not responsible for the safety, security or maintenance of any Vehicles or any accident, damages, losses, injuries or death caused by any Vehicles, whether or not through caused by use or access to the Service or by any Authorized User. Customer shall not access or use the Software or Service while operating a Vehicle.
Technical Support. Company shall use commercially reasonable efforts to maintain the Service in a manner that is designed to minimize errors and interruptions in the Service. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use commercially reasonable efforts to provide advance notice by e-mail of any scheduled service disruption. Company will provide email support to Customer during Company’s standard business hours. Company will use commercially reasonable efforts to respond to any e-mail support request within 48 hours of receiving such request.
Feedback. Customer may provide suggestions, comments or other feedback (“Feedback”) to Company with respect to the Service. All Feedback is entirely voluntarily and shall not, absent a separate written Agreement between the parties, create any confidentiality obligation for Company. Company may freely use, disclose, reproduce, license, distribute, or exploit the Feedback without restriction or obligation to compensate Customer.
Resultant Data. Notwithstanding anything to the contrary in this Agreement, Company shall have the right to collect and analyze data and other information relating to (a) the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning use of the Service by Customer, such as log data and technical data), and (b) derived from analysis and processing of Customer Data (collectively, “Resultant Data”), and Company will be free (during and to the extent permitted by law, after the term of this Agreement) to (i) use such Resultant Data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings, and (ii) disclose such Resultant Data solely in aggregated or other de-identified form.
Intellectual Property Rights. Customer agrees that Company shall own all intellectual property rights in and to the Service, Platform and Software, including any derivative works, improvements or customizations made for Customer. “Intellectual property rights” means all patent, copyright, trademark, trade secret or other proprietary right in any jurisdiction of the world.
Fees and Payment. Customer shall pay Company the fees specified on the Order Form for the access and use of the Service. Except as otherwise specified on an Order Form, (1) all fees are based on subscriptions purchased and not actual usage, (2) payment obligations are not cancellable and fees paid are non-refundable, and (3) quantities purchased cannot be decreased. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after first learning of such alleged incorrect billing, in order to receive an adjustment or credit. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer shall pay all taxes associated with the Service other than U.S. taxes based on Company’s net income. If the Service is ordered online, the fees can be paid by providing a valid credit card, which Customer authorizes Company to charge for any fees and taxes that are due.
CONFIDENTIALITY
Definition. “Confidential Information” means any information disclosed by one party (“Disclosing Party”) to the other party (“Recipient”), whether before or after the date of this Agreement, that (1) is in written, graphic, machine readable or other tangible form and is marked “Confidential”, “Proprietary” or in some other manner to indicate its confidential nature, (2) if not marked, Recipient should reasonably understand to be the confidential or trade secret information of Disclosing Party, or (3) is oral information disclosed by Disclosing Party to Recipient, provided that such information is designated as confidential at the time of disclosure and Disclosing Party reduces such information to writing within a reasonable time after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to Recipient.
Obligations. Recipient shall not use Confidential Information except to exercise its rights and perform its obligations under this Agreement. Recipient shall not disclose Confidential Information to any third-party without the prior written approval of Disclosing Party. Recipient shall disclose Confidential Information internally only to those employees, consultants, and representatives of Recipient who need to know Confidential Information in order for Recipient to exercise its rights and perform its obligations under this Agreement and who are bound by written confidentiality obligations at least as protective as this Agreement (“Representatives”). Recipient shall ensure that all Representatives comply with this Section 3 and shall be liable to Disclosing Party for any breach by a Representative. Recipient shall take precautions to prevent disclosure or use of Confidential Information other than as authorized in this Agreement. Those precautions must be at least as effective as those taken by Recipient to protect its own Confidential Information or those that would be taken by a reasonable person in the position of Recipient, whichever are more effective. Recipient shall promptly notify Disclosing Party of any actual or suspected misuse or unauthorized disclosure of Disclosing Party’s Confidential Information.
Exceptions. Recipient has no obligations under Section 3.2 with respect to information that (1) was already public when Disclosing Party discloses it to Recipient or becomes public (other than as a result of breach of this Agreement by Recipient) after Disclosing Party discloses it to Recipient, (2) when Disclosing Party discloses it to Recipient, is already in the possession of Recipient as the result of disclosure by a third party not then under an obligation to Disclosing Party to keep that information confidential, (3) after Disclosing Party discloses it to Recipient, is disclosed to Recipient by a third party not then under an obligation to Disclosing Party to keep that information confidential, or (4) was independently developed by Recipient without any use of or reference to Disclosing Party’s Confidential Information.
Compelled Disclosure. If Recipient is required to disclose Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, Recipient shall, prior to any such disclosure (1) provide prompt notice to Disclosing Party of such disclosure requirement and (2) cooperate with Disclosing Party to obtain a protective order or otherwise prevent public disclosure of such information. Recipient shall limit any required disclosure to the particular Confidential Information required to be disclosed.
Confidentiality of Agreement. Each party agrees that the terms and conditions, but not the existence, of the Order Form shall be treated as Company’s Confidential Information and that no reference to the terms and conditions of this Agreement or to activities pertaining thereto can be made in any form without the prior written consent of Company; provided, however, that Customer may disclose the Order Form: (1) as required by any court or other governmental body, (2) as otherwise required by law, (3) to legal counsel of the parties, (4) in connection with the requirements of an initial public offering or securities filing, (5) in confidence, to accountants, banks, and financing sources and their advisors, (6) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement, or (7) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.
Return of Confidential Information. Upon termination of this Agreement, Recipient shall deliver to Disclosing Party all of Disclosing Party’s Confidential Information that Recipient has in its possession or control or at the request of Disclosing Party, destroy it. Notwithstanding the foregoing, (1) Disclosing Party may retain Confidential Information that is contained in an automatic archived computer system backup; provided, however, that any such Confidential Information contained in such automatic archived computer system backup shall be subject to the terms and conditions of this Agreement, and (2) nothing in this Agreement shall prohibit Disclosing Party from retaining one copy of any of the Confidential Information with its legal counsel in a manner designed to ensure compliance with applicable law or legal process.
Injunctive Relief. Any breach of Recipient’s obligations with respect to Confidential Information and intellectual property rights may cause substantial harm to Disclosing Party, which could not be remedied by payment of damages alone. Disclosing Party has the right to seek preliminary and permanent injunctive relief for such breach in any jurisdiction where damage may occur without a requirement to post a bond, in addition to all other remedies available to it for any such breach.
Survival of Confidentiality Obligations. Recipient shall comply with its obligations under this Section 3 during the term of this Agreement and for five (5) years thereafter, provided that with respect to any trade secret information of Disclosing Party, Recipient’s obligations under this Section 3 shall continue for so long as such information continues to be a trade secret.
TERM AND TERMINATION
Term. The term of this Agreement (“Subscription Term”) shall commence when Company has accepted the Order Form and continue thereafter for the term of the subscription set forth in the Order Form . The Subscription Term shall automatically renew for additional terms of equal length to the original Subscription Term, unless either party provides notice of non-renewal prior to the end of the then current Subscription Term. In the event a Subscription Term is not specified in an Order Form, the Subscription Term shall be one (1) year and will automatically renew for additional and successive one-year periods unless and until a party provides notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. Company may increase the fees due for the Service during any upcoming renewal period by providing Customer with notice of such increase at least sixty (60) days prior to the expiration of the then-current Subscription Term. If Customer does not agree to such fee increases, Customer must provide notice of non-renewal to Company as described in this section.
Termination. In addition to any other remedies it may have, a party may also terminate this Agreement upon thirty (30) days’ notice if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach during such 30-day notice period. In the event of termination or expiration of this Agreement for any reason, Customer will pay in full for the Service up to and including the last day on which the Service is provided. In the event of termination of this Agreement for Customer’s material breach, Customer shall pay to Company any unpaid fees covering the remainder of the Subscription Term of all Order Forms.
Data Availability. In the event that Company’s data providers or licensors increase the cost to Company to use such data or terminate Company’s access to such data, Company may (1) increase the fees for the Service (which fee increase would apply to the then-current term and future renewals, subject to section 4.1 above) or (2) terminate this Agreement, in each case, by providing Customer with thirty (30) days prior notice. If Customer does not accept such fee increase, then Customer may terminate this Agreement by providing notice to Company. If Customer exercises this termination right, Company will refund to Customer any fees paid by Customer in advance for access to the Service following the effective date of termination.
Effect of Termination. Upon termination of this Agreement, Company will terminate Customer’s access to the Platform and Customer shall uninstall the Software from all equipment or devices and certify such uninstallation in writing. Sections 1.3, 1.4, 1.5, 1.6, 1.9, 1.12, 1.14-1.16, 3, 4.4, and 5 through 7, and any claim for fees due shall survive termination or expiration of this Agreement.
INDEMNIFICATION
Indemnification by Customer. Customer shall defend and hold harmless Company and its affiliates and its and their representatives, employees, directors, stockholders, consultants, and agents (collectively, the “Company Indemnitees”) from and against any claim, action, suit, or proceeding (each, a “Claim”)alleging: (1) a violation, infringement, or breach of any third-party rights related to Customer’s provision of Customer Data to Company, including the failure to provide notice and obtain consents to provide Personal Data to Company for processing under this Agreement, (2) that Customer’s use of the Service does not comply with applicable law or the Acceptable Use Policy, (3) a personal injury, death, or damage to property arising from Customer’s use of the Service or any Vehicles operated by or on behalf of Customer, and (4) any damages, losses, or liabilities arising from use of the Service in connection with any law enforcement action or use of the Service to reclaim or repossess any property or Vehicle . Customer shall indemnify a Company Indemnitee for any and all damages, losses, costs, expenses (including reasonable attorneys’ fees), judgements, fines, fees, and liabilities arising out of a Claim.
Indemnification by Company. Company shall defend and hold harmless Customer and its affiliates and its and their representatives, employees, directors, stockholders, consultants, and agents (collectively, the “Customer Indemnitees”) from and against any Claim alleging that the Software as used in accordance with this Agreement infringes the intellectual property rights of any third party.
Indemnification Procedure. The indemnified party shall provide the indemnifying party with prompt notice of a Claim, shall cooperate with the indemnifying party (at the indemnifying party’s expense) in the defense and settlement of a Claim, and shall permit the indemnified party to have sole control of the defense and settlement of a Claim, provided that the indemnifying party may participate in such defense with counsel of its own choice, but at its own expense. If the indemnified party does not defend a Claim, the indemnifying party may defend such Claim itself and, in addition to the amounts indemnified for above, any fees, expenses, costs, or other amounts incurred by the indemnified party in such defense shall be promptly paid by the indemnifying party.
REPRESENTATIONS AND WARRANTIES; DISCLAIMER AND LIMITATIONS; INDEMNIFICATION
Representations and Warranties. Each party represents and warrants that it has the power to enter into this Agreement and to perform its obligations hereunder, and this Agreement does not conflict with any other agreement or obligations to which that party is bound. Company further warrants that (1) the Service will operate substantially in accordance with its documentation and (2) to the knowledge of Company, the Service when and as delivered or provided to Customer is free of any code that is designed to disrupt, disable, harm, modify, delete, or otherwise impair the operation of the Service or any of Customer’s Equipment. Company’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for breach of the foregoing shall be Company’s use of commercially reasonable efforts to maintain the Service as described in Section 1.13 above.
Disclaimer of Warranties. Except as set forth in Section 6.1, Company makes no warranties, express, implied, statutory or otherwise with respect to the Service or its use or operation, including any warranties regarding the accuracy of the Service or that the Service will be uninterrupted or error-free. Company disclaims the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Company disclaims any representations or warranties, or any damages, losses, liabilities, costs, or other amounts, related to use of the Service for reclamation or repossession of any property or vehicle or use of the Service in connection with any law enforcement action.
Limitation of Liability. In no event will Company be liable to Customer for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, or data, that are directly or indirectly related to the use of or the inability to access and use the Service, whether in an action in contract, tort, product liability, strict liability, statute, or otherwise . Company’s maximum liability to Customer for claims arising out of this Agreement shall not exceed the amounts paid or payable by Customer to Company hereunder in the twelve-month period immediately preceding the applicable claim. The foregoing limitations will survive and apply notwithstanding any failure of the essential purpose of any limited remedy provided in this Agreement.
MISCELLANEOUS
Governing Law. This Agreement is subject to the laws of the State of California without regard to its choice of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Exclusive Jurisdiction. Any legal proceeding or action arising out of or related to this Agreement or the Service shall be brought exclusively in the state and federal courts located in the City and County of San Francisco and the Northern District of California. Customer consents to the personal jurisdiction of such courts and waives any right to object to jurisdiction based on forum non conveniens or similar grounds.
Force Majeure. Neither party will be liable for delay or failure to perform its obligations hereunder caused by an event of natural disaster, casualty, acts of God, riots, terrorism, governmental acts or such other event of similar nature that is beyond the reasonable control of the party seeking to rely on force majeure to excuse its delay or failure provided (i) such party did not contribute in any way to such event, (ii) such occurrence could not have been avoided by commercially reasonable precautions and cannot be circumvented through the use of commercially reasonable alternative sources, workaround plans or other means, and (iii) such party continues to use all commercially reasonable efforts to recommence performance whenever and to whatever extent possible. This provision does not apply to Customer’s obligation to pay fees.
Severability. The parties acknowledge that if a dispute between the parties arises out of this Agreement or the subject matter of this Agreement, they would want the court to interpret this Agreement as follows: (1) with respect to any provision that it holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable or, if that modification is not permitted by law, by disregarding that provision; (2) if an unenforceable provision is modified or disregarded in accordance with this section, by holding that the rest of the Agreement will remain in effect as written; (3) by holding that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable; and (4) if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this Agreement, by holding the entire Agreement unenforceable.
Publicity. Unless otherwise specified in the Order Form, Customer agrees to cooperate with Company in the preparation and publication of a case study describing Customer’s use of the Service. Customer agrees that Company may use Customer’s name and logo to identify Customer as a customer of Company and for marketing and promotional purposes, provided that Company shall comply with any trademark usage guidelines provided by Customer to Company in writing.
Waiver. No waiver of satisfaction of a condition or nonperformance of an obligation under this Agreement will be effective unless it is in writing and signed by the party granting the waiver.
Assignment. Except with the prior written approval of Company, Customer shall not transfer, including by merger (whether that party is the surviving or disappearing entity), consolidation, dissolution, or operation of law, (1) any discretion, right, or license granted under this Agreement, (2) any right to satisfy a condition under this Agreement, (3) any remedy under this Agreement, or (4) any obligation imposed under this Agreement. Any purported transfer in violation of this section will be void. Company may do any of the foregoing in items (1) through (4) above without Customer’s consent.
Amendment. No modification of this Agreement will be effective unless it is in writing and signed by the parties.
Notices. For a notice of other communication under this Agreement to be valid, it must be in writing and delivered (1) by hand, (2) by a national transportation company (with all fees prepaid), (3) by registered or certified mail, return receipt requested and postage prepaid, or (4) by email, when directed to the email address below. A valid notice or other communication under this Agreement via the methods (1) through (3) above will be effective when received by the party to which it is addressed and if via email, when receipt is confirmed by a non-automated response. If the party to which it is addressed rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in address for which no notice was given, the notice or communication will be deemed received upon that rejection, refusal, or inability to deliver. Notices or other communications to a party must be addressed using the information specified below for that party or any other information specified by that party in a notice under this section. Customer notice shall be provided to name, email address and mailing address provided in Customer’s account or on the Order Form. Notice to Company shall be provided to the following:
Company Notice:
David Hodge
CEO
Standard Fleet, Inc.
Email: david@standardfleet.com
Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to its subject matter, and supersedes all prior or contemporaneous discussions, or presentations and proposals, written or oral relating to such subject matter.