Prologs Solutions LLC

TERMS OF SERVICE

Prologs Solutions LLC (“PROVIDER”) licenses or owns technology, which it has developed and makes commercially available to its users through web Application(s) and/or mobile services to assist in providing more efficient operation of truck and other vehicle fleets. In connection with the use of the Application(s) and the provision of Support, or the rental or purchase of Hardware (as defined below). The “Customer” hereby agrees to the terms of service and conditions contained herein (collectively, the “Terms of Service”).

THE CUSTOMER ACCEPTS THE TERMS OF SERVICE BY:

A) Signing the Order form (see attached) which references the Terms of Service, or

B) Accepting the Terms of Service within Provider’s Mobile Application, or

C) Downloading, installing, using, executing, activating, or otherwise accessing the application(s) or hardware application(s) after being made aware of these Terms of Service.

THEREBY

Acknowledges that “Customer” has read and understood all of the provisions of the terms including all conditions, and had the Authority to agree to, and is confirming that the “Customer” is agreeing to comply with and be bound by all of the terms and conditions set forth herein, together with any Order form and including provider’s privacy and anti-spam policy located at: https://www.prologs.us/privacy, all of which are incorporated herein by reference and deemed to be part of the entire agreement entered into by and between Provider and the Customer (“The Parties.”) The entire Agreement supersedes all prior or other agreements between the parties on the subject matter contained herein. If, after reading the entire agreement including the Terms of Service, the Customer does not accept or agree to the Terms and Conditions contained herein, the Customer will not use, install, access the application(s) if it is a competitor of the provider or if any of the customer’s affiliates is a competitor.

1. DEFINITION

“Application(s)” include, but not limited to, mobile and/or web Application(s) including software, system software, and related systems used to manage, process, report data, and interface with and manage Hardware, which may include materials owned by third parties pursuant to an agreement with Provider, as may be amended, enhanced, or modified at times by Provider,

“Confidential Information” is all data and information of a confidential and proprietary nature of a party, presented in writing or orally, relating to the business of a party or its affiliates in any way whatsoever, including, but not limited to, Intellectual Property, information and data relating to business operations, method of operating, customer information and affairs, processes, personnel data, technical data, financial data, production data, and information, formulae, studies, strategies, reports and evaluations,

“Agents” include but are not limited to employees, agents, consultants, contractors, affiliates, representatives, officers, shareholders, directors, or suppliers.

“Documentation” is any documentation, online user guides, and user training materials with respect to the Product, provided by Provider and may be amended or modified from time to time.

“Fees” includes all amounts owing by the Customer to Provider, including without limitation, Subscription Fees:

“Hardware” is Provider’s proprietary Electronic Logging Device (ELD) for fleet operation, dispatch, and compliance, commercially known as “ProLogs Solutions ELD”, to be used in connection with the Application(s), and includes “Rented Hardware.”

“Intellectual Property” is any and all intellectual property owned by Provider, its Confidential information, the Application(s), Documentation, and Hardware, and all enhancements, modifications, corrections, and additions thereto, including without limitations, all technical information, technical data, database, inventions, products, algorithms, design(s), methods, know-how, processes, copyrights, patents, trade secrets, software (including object code(s) and source code(s), models, patterns, drawings, prototypes, specifications, discoveries, techniques systems, works of authorship, ideas, and concepts, and all intellectual property rights therein (whether or not patentable or registrable under copyright, trademark, trade secret or similar legislation or subject to analogous protection).

“Personal Information” is any information relating to an identified or identifiable natural person as defined under applicable privacy laws.

“Order Form” is an ordering document or online purchase specifying the Application(s) and/or Hardware to be provided to the Customer, including any addenda and supplements thereto, into which these Terms of Service are deemed incorporated.

‘Product” is collectively the Application(s) and the Hardware.

“Support” is general maintenance services and technical support for the Product.

”Systems” is a third party hosted facility and/or other system(s) used by the Provider to host the Application(s) from time to time.

“Taxes” includes but are not limited to all sales, uses, value-added, or other taxes or duties, and any applicable export or import duties.

2. USE OF HARDWARE

2.1 Lease or Purchase of Hardware. The Customer may purchase the Hardware from Provider for the purchase price set out in the Order Form (the “Purchase Price’) or may rent Hardware (“Rented Hardware”) at the monthly price set out in the Order Form on the terms and conditions set out therein and in these Terms of Service. Provider will ship the Hardware in accordance with the Order Form Provider will use reasonable efforts to meet any requested delivery date for the Hardware. In no event Provider will be Liable for any delays with respect to delivery.

2.2 Use of Hardware The Customer will be responsible for all costs associated with the installation of the Hardware. The Customer agrees to use the Hardware only in connection with the Application(s). The Customer will be solely responsible for the operation and maintenance of the Hardware. The Customer will only have competent personnel perform operation and maintenance in compliance with Provider instructions and documentation and all applicable laws and regulations. The Customer will not permit any other provider of engine-connected services to use the Hardware at any time. The Customer will, at its own cost and expense, comply with and conform to all applicable ordinances, laws, legislation and regulations in any way relating to the use, operation, maintenance, possession, repair, import, export or transportation of the Hardware.

2.3 Hardware Replacement and Maintenance, Provider warrants that the Hardware will be free from defects in material and workmanship, and function substantially in accordance with applicable Documentation, (i) with respect to Hardware purchased by the Customer, for a period of one (1) year from the date of delivery, and (ii) with respect to Rented Hardware, throughout the Term. Customer will report any malfunction in the Hardware to the Provider without delay. If Provider notifies the Customer in writing authorizing the return, the Customer will return the Hardware to Provider at Customer’s cost. If the Provider determines that the malfunction was caused by the Customer or its Agents, The Customer will be responsible for all costs related to the replacement or repair and return shipping of the Hardware. If Provider determines that the malfunction was a result of a manufacturing problem, Provider will replace or repair the Hardware, and return it to the Customer. If the Hardware was purchased, Provider may, at its sole discretion, provide a credit to the Customer for the unused portion of the Purchase Price of the paid for purchased Hardware, prorated over 24 months. The warranty on any replaced or repaired purchased Hardware will expire at the end of the applicable warranty period for the original Hardware unit. Provider will have no liability under the limited warranty due to Customer’s (a) failure of improper use of the Hardware, including operation or use of the Hardware in combination with products not manufactured or approved by Provider, or (b) alteration, modification, or misuse of the Hardware. Provider’s sole liability arising out of any sale or lease of Hardware to the Customer and Customer’s sole and exclusive remedy is expressly limited, at Provider’s option, to either (a) repair or replace the Hardware, or (b) refund the Purchase Price for the Hardware as provided herein.

3. USE OF PRODUCT

3.1 Use of Product. The use of mobile devices while operating motor vehicles is subject to generally applicable governing laws governing transportation, occupational health and safety, and other rules and regulations, and may result in charges, citations, fines, or other legal proceedings. Such use may also expose the Customer to the risk of accidents or death. Provider does not assume any liability or responsibility under this License or otherwise for any damages, losses, or other claims resulting fro the use of the Product while driving a vehicle.

3.2 Provider reserves the right to modify and update the Terms at any time and without notice. Therefore, it is important that the Customer regularly review the Terms of Service to ensure updating as to any changes. By accepting the Terms of Service, the Customer is also agreeing to be bound at any time in the future by any future changes to the Terms of Service. To the extent that such changes are made to the License or to the Product, the Customer will be deemed to have accepted the modified terms at the time of acceptance and use of such update or upgrade to the License or Product.

3.3 Location-Based Information Acknowledgement and Acceptance. By accepting the License, The Customer acknowledges and consents to the creation, transmission, and storage of Global Positioning System (GPS) location information by the Application(s) via interaction between the GPS and the mobile devices on which Application(s) are installed. Provider will use reasonable commercial efforts to ensure the accuracy of GPS information and other location-based displays. As Provider is dependent on third party hardware, software, and services for inputs to the GPS, Provider assumes no liability or responsibility in the event of inaccuracies of such information.

3.4 Third-Party Links. The Application(s) contain links to other websites and Application(s) provided by independent third parties (“Third Party Sites.”) Where possible, Provider will make clear where such links are being made. Third-Party Sites can be co-branded with Provider and this can include Provider’s trademark(s). The Customer acknowledges that Provider has no authority or control whatsoever over Third Party Sites and is thus not responsible for the content or availability of Third Party Sites. The Customer acknowledges that Provider will not be a party to, or liable or responsible in any way for, any information, declaration, misrepresentations, errors, omissions, or any transaction concerning goods or services available from such Third Party Sites will solely depend upon the terms and conditions stated by such Third Party Sites.

3.5 Advertising/Sponsorship. The Product may contain, incorporate, or integrate with external providers of advertising, sponsorship, and/or other digital media content. The providers and publishers of the content are responsible for ensuring the material submitted for inclusion on the network complies with national and international law including privacy laws. Provider will not be responsible to the Customer or any other person for any claim relating to the content of or for any error or inaccuracy in any digital material displayed within or in association with the Product.

3.6 Prohibitions on Use. The Customer agrees to not, and to not permit its users to, directly or indirectly, do any of the following at any and all times.

(a) Interfere or disrupt with the security of others’ access to the Application(s), or to otherwise Abuse, publish, copy or adapt the Application(s);

(b) copy, disassemble, replicate, de-compile, reverse-engineer, or otherwise misappropriate or attempt to discover the source code or algorithms or underlying ideas or databases used by any part of the Application(s);

(c) create, modify, or translate derivative works based on any part of the Application(s);

(d) use or access data captured via the Product for any purpose other than those contemplated herein, or collect users’ content or information, or otherwise access the Application(s), using automated means (such as spiders, scrapers, robots or harvesting bots);

(e) post, publish, upload, or otherwise transmit through or to the Application(s) any bugs, viruses, or other harmful, destructive, or disruptive files;

(f) lease, rent, license, sublicense, resell, assign, distribute, sell, or otherwise commercially exploit the Product;

(g) use the information provided by the Product to feed or encourage services competitive to Provider, or harvest, collect, or store information or any content obtained through the Application(s) for any purposes;

(h) violate any federal, local, state, provincial, or foreign law treaty, regulation, or convention applicable to Customer in connection with the use of the Product, or use the Product to do anything malicious, unlawful, misleading, or discriminatory.

3.7 Customer Representations, Warranties, and Indemnification Regarding Personal Information. Customer hereby represents and warrants that Customer will not transmit, upload, or copy any Personal Information including personal information of its agents, of which: (i) Customer does not have the lawful right to distribute, copy, transmit, and/or display; or (ii) violates, or encourages any conduct that would violate any applicable law or regulation, including, in particular, applicable privacy laws, or would give rise to civil or criminal liability. Customer will defend, indemnify and hold Provider harmless from and against any loss, damages or costs including reasonable legal fees incurred in connection with any claims, demands, suits, or proceedings made or brought against Provider by a third party based on, relating to or caused by a breach of Customer’s warranties in this agreement or a breach of any applicable privacy laws by Customer information containing Personal Information by Customer from its Agents.

3.8 General Maintenance and Support: Provider will provide Support to Customer with Application(s) issues throughout the Term, during Business Days. Provider may require for purposes of maintenance or upgrades to Application(s), and Provider will make reasonable efforts to announce the scheduled downtime via email to Customer’s designated e-mail address. Support does not include services required as a result of (i) Customer misuse, alteration, or use of Product, (ii) any problem caused by modifications in any version of the Product which was not made or authorized by Provider, or (iii) any problem that results from Customer combining or merging the Applications(s) or Hardware with any software or hardware not supplied by Provider, or which was not identified by Provider as compatible with the Product.

3:9 Customization, Extended Support, and Other Services. If the Customer wishes to have Provider provide additional custom development and/or support and other services collectively (“Additional Services”). The Parties will negotiate the terms and conditions or the Additional Services which will be incorporated into a separate agreement. The separate agreement will include a description of the Additional Services and milestone for delivery, payment amounts due, and other mutually agreed terms and conditions. Intellectual Property developed as a result of the Additional Services will be the Provider. Any Third Party or Customer contributions will be negotiated in a separate agreement with mutually agreed terms and conditions with the provision that the contribution be deemed a work for hire, and that any intellectual Property developed as a result of the Additional Services will be property of the Provider.

3:10 Third Party Services

(a) General. The Application(s) includes content, functionality, features, code, components, and services that are provided by third Parties (“Third Party Services “). Unless Customer is required to accept and agree to an end user license agreement or terms or service for a Third Party Service in order to access and use such Third party Service, Provider hereby grants a fully paid, royalty-free sublicense to Customer to use each Third Party Service in connection with its use of the applicable Application. The Customer’s use of a Third Party Service in conjunction with the Application(s) in a manner consistent with the terms of this Agreement is permitted and the proprietary rights, License grant, indemnity, limitation of liability provisions and warranty in this Agreement will apply to Third Party Services.

(b) The Application(s) can include Third Party Services. If a Third Party Service is activated by the Customer, then Customer hereby consents to the sharing of Customer Information, including Personal Information of its Agents, with the Third Party Service.

(c) Google Maps. Customer hereby accepts and agrees to be bound by the following Third Party Services terms and conditions: (i) the Google Privacy Policy, (ii) the Google Maps/Google Earth Additional Terms of Service, and (iii) the Google Terms of Service.

4. TERM AND TERMINATION

4.1 Term. The Terms of Service will be in effect from the time that the Application(s) are activated or accessed, or when the Hardware is shipped, and will continue.

(a) on a monthly basis, until terminated by either party as outlined below, or

(b) if a fixed Term is otherwise provided for in any Order Form (a “Fixed Term”), for the Fix Term, which will automatically renew on expiration for subsequent periods of one (1) year, or as otherwise specified in the Order Form, (each, a “Renewal Term”) unless terminated by either party as outlined in the Termination Section, and during each Renewal Term, Fees will be deemed to be Provider’s then current Fees.

4.2 Effects of Termination. Upon termination, the Customer agrees that:

(a) it will immediately cease all use of the Product, all Documentation, and other materials within the Customer’s control or possession, and will return all non purchased Rented Hardware and any other materials and all Intellectual Property within ten (10) business days of the effective date of termination;

(b) within ten (10) days of the date on which Application(s) are disconnected, it will return all Rented Hardware to such address as Provider may designate or to Provider’s local business office, all in working order with normal wear and tear excepted. If the Customer fails to return the Rented Hardware, the Customer will be charged the Purchase Price set forth in the current pricing lists for Hardware;

(c) it will release Provider from any further obligation or responsibility to the Customer and the Customer will have no rights or claims against Provider in connection with termination, expiration, or non-renewal of any License or agreement and the Customer acknowledges that nothing herein contained will be construed to limit or restrict in any way Provider’s ability to pursue any remedies it may have at law or equity;

(d) it will pay in full for all Fees related to the Product, which will continue to accrue until (i) the effective date of termination, (ii) the Application(s) have been disconnected, and (iii) all Rented Hardware has been returned and received by Provider. If a Fixed Term is in effect, the Customer will pay all Fees owing up to the expiration date of the Fixed Term;

(e) provisions regarding ownership, intellectual property, privacy, confidentiality, warranty and indemnification, and all other provisions which expressly or by their nature are intended to survive termination of these Terms of Service.

Limitation of Liability, Provider gives no warranties or conditions (except for the specific limited warranties provided herein) whether arising by statute or otherwise in lawn or from a course of dealing or usage of trade, or implied, with respect to the Product, and no representation as to availability, usability, or accuracy. Except for the limited warranties expressly provided herein, to the fullest extent allowed by applicable law, Provider hereby disclaims any and all warranties, duties, and conditions, including without limitation, any implied warranties of merchantability or of fitness for a particular purpose, that the functions contained in the Application(s) will meet the Customer’s requirements, or that the operation of the Application(s) will be error-free, timely, secure, or uninterrupted. Except for the limited warranties specifically provided herein, Provider makes no warranty that the Application(s) are free from infection by bugs, defects, viruses, or other harmful. Destructive, or disruptive files that can impact the Product form operating precisely as described, Provider makes no warranty that all errors will be corrected. The Customer hereby waives all claims against Provider for interference, disruption, or incompatibility between the Product and Systems. In the event of such interference, disruption, or incompatibility, the Customer’s sole remedy will be to terminate the Application(s) as provided herein. PROVIDER AND ITS AGENTS WILL IN NO EVENT BE LIABLE FOR ANY INJURY, CAUSE OF ACTION, LOSS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, LIABILITY, OR DAMAGE OR ANY KIND (INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE) FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, IN NO EVENT WILL PROVIDER, OR ITS AGENTS, BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LEGAL FEES, WHETHER OR NOT FORESEEABLE INCLUDING WITHOUT LIMITATION, LOST PROFITS OR REVENUE, LOSS OF BUSINESS, FAILURE TO REALIZE EXPECTED SAVINGS, LOST DATA, OR ANY FAILURE OF SECURITY RESULTING FROM (A) THE USE OF OR INABILITY TO USE THE PRODUCT OR (B) THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Customer agrees and acknowledges that the Customer’s exclusive recovery for any damages that the Customer may have a right to, and the Customer’s exclusive remedy, will be limited to the direct damages the Customer actually incurred up to the maximum aggregate amount of Fees that Provider received from the Customer during the six (6) month period immediately preceding the date on which the event giving rise to the cause of action is alleged to have occurred, irrespective of the nature of the claim. No action will be brought by the other party more than one year after a cause of action has arisen against either party or any of its Agents, regardless of form (including negligence), arising out of or in any way related to hereto.

5. PURCHASE/SUBSCRIPTION AGREEMENT DEFAULT TERMS

Default Terms. If no receipt of a signed Order Form is received thirty (30) days after possession or receipt of Hardware at Customer’s address, whichever is earlier, then Customer implies consent to the Terms of Service including the Default Terms specified in this section. Also, if Order Form does not specify otherwise, then the subscription and/or purchase agreement terms are the following default terms.

Application Subscription agreement will be for a Term of twelve (12) months with payments beginning on the 1st of the month after device purchase or possession.

If Customer desires cancellation of service, Customer must notify Provider in writing via email or written correspondence more than thirty (30) days prior to the beginning of the next term cycle. Otherwise, the subscription will be automatically renewed.

If payment is provided via credit card a three (3%) percent transaction fee will be included.

Late payments running over one (1) month from the due date will cause the Customer account to be suspended. The suspension will be lifted if the resolution to the payment issue is made.

All equipment and setup charges will be due upon acceptance of Terms of Service.

Returns of Hardware must be made within thirty (30) days of receipt. Any damages to Hardware will be deducted from the Customer account. Customer is liable for a restocking fee of thirty (30%) of the cost.

6. CUSTOMER ACKNOWLEDGEMENT

The Customer acknowledges that it (he/she or it’s representative) has carefully read and understood the Terms of Service, and acknowledges it has been advised to review the Terms of Service regularly to ensure the Customer is updated as to any changes, and to obtain independent legal advice before accepting these Terms of Service, and has either done so, or has chosen not to do so.