END USER LICENSE AGREEMENT
Version 4.0 (July 31, 2024)
IMPORTANT:
PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. YOU WILL HAVE ACCEPTED THIS END USER LICENSE AGREEMENT IF YOU: 1) ACCESS OR USE THE WORK TRUCK CERT SOFTWARE; OR 2) CLICK THE "I ACCEPT" OR SIMILAR BUTTON INDICATING AGREEMENT ASSOCIATED WITH THIS END USER LICENSE AGREEMENT.

This Agreement is a legal agreement between you and Truck Certification Services Inc. ("TCS") regarding the license and access to use TCS's Work Truck Cert, a cloud-based labeling and vocational data system software for the work truck industry, and all information (including without limitation, from licensors), services, documentation, and products (including without limitation, labels and forms) derived therefrom (hereinafter individually and collectively the "TCS Products and Services", which term includes without limitation the TCS Software, as defined below). In this Agreement, "you" and "your" refer collectively to you, the individual, and the entity you represent or under whose license you have the right to access and use the TCS Products and Services (the “Entity”), and "we", "us" and "our" refer collectively to TCS.
THE FULL RANGE OF TCS PRODUCTS AND SERVICES ARE ONLY INTENDED FOR USE BY THOSE LOCATED IN THE UNITED STATES OF AMERICA. IF YOU ARE LOCATED IN CANADA AND MEXICO, YOU MAY USE THE TCS PRODUCTS AND SERVICES; PROVIDED, THAT, YOU UNDERSTAND AND ACKNOWLEDGE THAT THE TCS PRODUCTS AND SERVICES RELATED TO LABELING AND CERTIFICATION ARE NOT INTENDED FOR USE BY THOSE LOCATED IN CANADA OR MEXICO. SUCH LABELING AND CERTIFICATION-RELATED PRODUCTS HAVE NOT BEEN DEVELOPED TO COMPLY WITH, AND SHALL BE ASSUMED NOT TO COMPLY WITH, THE LABELING AND CERTIFICATION REQUIREMENTS OF CANADA OR MEXICO. IF YOU ARE LOCATED ANYWHERE OUTSIDE OF THE UNITED STATES OF AMERICA, CANADA AND MEXICO, YOU ARE NOT AUTHORIZED TO USE ANY OF THE TCS PRODUCTS AND SERVICES. IT IS OUR UNDERSTANDING THAT YOU, THE INDIVIDUAL SIGNING UP TO USE THE TCS PRODUCTS AND SERVICES, ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF BOTH YOURSELF AND THE ENTITY UNDER WHOSE ACCOUNT YOU LOGGED IN, AND THAT YOU (THE INDIVIDUAL AND THE ENTITY) REPRESENT AND WARRANT TO TCS THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT AND BIND YOU (THE INDIVUDAL AND THE ENTITY) TO THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU ARE ACCESSING AND USING THE TCS PRODUCTS AND SERVICES BUT ARE NOT THE INDIVIDUAL WHO SIGNED UP TO USE THE TCS PRODUCTS AND SERVICES, YOU HEREBY REPRESENT AND WARRANT TO TCS THAT YOU ARE AUTHORIZED TO ACCESS AND USE THE TCS PRODUCTS AND SERVICES BY THE ADMINISTRATOR OF THE ENTITY ACCOUNT UNDER WHICH YOU LOGGED IN. TCS IS WILLING TO ALLOW THE LICENSE TO THE TCS PRODUCTS AND SERVICES AND YOUR ACCESS AND USE OF THOSE PRODUCTS AND SERVICES ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. IF YOU PREVIOUSLY USED THE TCS PRODUCTS AND SERVICES WITHOUT ACCEPTING ALL THE TERMS CONTAINED IN THIS AGREEMENT, ANY SUBSEQUENT ACCEPTANCE BY YOU OF SUCH TERMS SHALL BE APPLIED RETROACTIVELY TO ALL PRIOR USES BY YOU (BOTH THE INDIVIDUAL AND THE ENTITY) OF THE TCS PRODUCTS AND SERVICES. BY ACCEPTING THIS AGREEMENT, YOU ARE BINDING YOU (BOTH THE INDIVIDUAL AND THE ENTITY) TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN TCS IS UNWILLING TO ALLOW THE LICENSE TO THE TCS PRODUCTS AND SERVICES AND YOU MUST NOT ACCESS OR USE THE TCS PRODUCTS AND SERVICES.
TCS may make changes to this Agreement at its sole discretion. Changes will be communicated to you by us posting the new version of the Agreement on the website at worktruckcert.com or as otherwise determined by TCS in its sole discretion and your acceptance of and/or continued use of any TCS Products and Services after such communication of changes to this Agreement will constitute your acceptance of such changes.

  1. DESCRIPTION OF TCS PRODUCTS AND SERVICES; DEFINITIONS
    Throughout this Agreement, the following descriptions and definitions shall apply. More detailed information regarding TCS Products and Services can be found at worktruckcert.com.
    1. ADDITIONAL DEFINITIONS
      1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity
      2. "Cert Data" means all data (including without limitation, content and other information) stored, shared, or otherwise submitted by you or on behalf of you in relation to your use of the TCS Products and Services.
      3. "Device" means your computer, tablet, smartphone, or any other electronic device.
      4. "Documentation" as used in this Agreement means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) specifically pertaining to the TCS Products and Services and made available by TCS with the TCS Products and Services in any manner.
      5. “Intellectual Property” means any and all of the following in any jurisdiction throughout the world and all rights in, arising out of, or associated therewith: (a) patents, utility models, and applications therefor, and all reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part thereof, and equivalent or similar rights anywhere in the world in inventions and discoveries, including invention disclosures; (b) all trade secrets, inventions (whether or not patentable and whether or not reduced to practice), and other rights in know- how and confidential or proprietary information; (c) all mask works, works of authorship and copyrights, registrations and applications therefor, and all other rights corresponding thereto (including moral rights), throughout the world; (d) rights in software (including without limitation APIs, source code, object code, and mark-up language); (e) rights of publicity, personality, identification, or similar personal or group attributes; (f) trade names, logos, common law trademarks and service marks, trade dress, trademark and service mark registrations, and applications therefor and any goodwill associated therewith; and (g) any similar, corresponding, or equivalent rights to any of the foregoing and any other intellectual property or proprietary rights throughout the world.
      6. "Modifications" means additional or modified functionality, updates, enhancements, security updates and patches, and upgrades to TCS Products and Services (including without limitation TCS Software), or to remove or terminate the functionality of any TCS Products and Services in accordance with the termination provisions of this Agreement.
      7. "TCS Software" means software and its content, including without limitation all data displayed or otherwise provided to you within the software that is part of the TCS Products and Services, which are offered on a software as a service ("SaaS") basis, and all Intellectual Property in or related thereto.
      8. “Users” means each individual user or Entity of the TCS Products and Services.
  2. GRANT OF LICENSE
    1. GRANT OF LICENSE
      Conditioned upon compliance with the terms and conditions of this Agreement, TCS grants to you a nonexclusive and nontransferable license to access and use the TCS Products and Services, subject to TCS’s termination rights in Section 9, below. Data, except the Cert Data, provided to you through or as a part of the TCS Products and Services and under the license granted herein shall be considered the Confidential Information of TCS and its licensors, and may only be used by you for your internal business operations. The term "internal business operations" includes the use of such data for (1) business development purposes, such as sales discussions with current or prospective buyers of its products, and (2) business planning purposes, such as discussions with suppliers regarding production outlooks, but excludes the sale of such data, or the dissemination of such data for a purpose unrelated to clauses (1) and (2), above.
    2. TITLE AND ADDITIONAL LIMITATIONS AND REPRESENTATIONS
      This is a license to access and use the TCS Products and Services, not a transfer of title to the TCS Products and Services. TCS or its licensors retains ownership of all copies of the TCS Products and Services as well as all Modifications thereto. You are granted no implied licenses to any other Intellectual Property rights other than as specifically granted herein. You acknowledge that the TCS Products and Services contain trade secrets of TCS, its suppliers, or licensors, including but not limited to, the specific internal design and structure of individual programs and associated interface information, and other content accessed within the TCS Software. Accordingly, except as otherwise expressly provided under this Agreement, you shall have no right, and you specifically agree not to: (a) transfer, assign or sublicense your license to another person or entity, and you acknowledge that any attempted transfer, assignment, sublicense or use shall be void; (b) make error corrections to, or otherwise modify or adapt, the TCS Products and Services or create derivative works based upon the TCS Products and Services, or permit third parties to do the same; (c) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the TCS Products and Services to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction; (d) use or permit the TCS Products and Services to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of TCS; (e) disclose, provide, or otherwise make available trade secrets contained within the TCS Products and Services in any form, to any third party without the prior written consent of TCS; (f) use the TCS Products and Services to develop any software application or similar products and services; or (g) perform, display, or otherwise access or use the TCS Products and Services for the benefit of others outside of the scope of license provided in this Agreement. You acknowledge and agree that TCS reserves the right to remotely prevent access to and/or use of the TCS Products and Services for any reasons and solely in its discretion, including without limitation in the event that (i) TCS becomes aware, from you or otherwise, of unauthorized access or use of the TCS Products and Services by any third party using any User name, password, or other login credentials of you, or (ii) your violation of any term or condition of this Agreement. TCS reserves the right to monitor use of TCS Products and Services to determine compliance with this Agreement. All rights not expressly granted in this Agreement are reserved by TCS. You represent and warrant that (A) you are the owner or an authorized user of the Device on which the TCS Products and Services are to be accessed and any Cert Data provided by you in conjunction with the TCS Products and Services; and (B) you shall use the TCS Products and Services only for lawful purposes, and will comply at all times with all applicable federal, state, and local laws and regulations applicable to the use of the same.
    3. CERT DATA.
      All right, title and interest, if any, in and to the Cert Data remains with the entity specified by you at sign up; provided that, you hereby grant to each of TCS and Work Truck Services Inc. (“WTS”, an Affiliate of TCS), a nonexclusive, royalty free, perpetual, irrevocable, transferable (including without limitation, to Affiliates), sublicensable (through multiple levels), and world-wide right and license to the Cert Data and all Intellectual Property in or related thereto for any and all purposes, including without limitation, the right to distribute, sell, and disclose Cert Data to third parties (including without limitation, to original equipment manufacturers, data publication companies, and vehicle marketplaces) and the right to use, make, copy, modify, display, and perform Cert Data. Any individual inputting Cert Data into the TCS Products and Services hereby represents and warrants that it has the right to input such Cert Data and grant the license grants set forth in this Section 2.3. TCS reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post or to remove any Cert Data, in whole or in part, in its sole discretion. Notwithstanding these rights, you remain solely responsible for the content of your Cert Data. You acknowledge and agree that TCS and its Affiliates, and the licensees, licensors, successors, and assigns of TCS and its Affiliates, do not assume or have any liability for any action or inaction by it with respect to any Cert Data or any Intellectual Property in or related thereto.
    4. FEEDBACK
      You may provide feedback to TCS with respect to the TCS Products and Services. Notwithstanding any provision of the Agreement to the contrary, TCS may use such feedback for any purpose without obligation of any kind. You hereby assign to TCS all right, title, and interest in any feedback you provide to TCS, including all Intellectual Property in or related thereto.
  3. ACCESS TO TCS PRODUCTS AND SERVICES
    In order to use TCS Products and Services, you must provide all Devices, equipment and software necessary to use TCS Products and Services that are not a part of the TCS Products and Services, including, but not limited to, a suitably fast Internet connection and a Device that is in working order running an operating system and web browser compatible with the TCS Products and Services and that is suitable for use in connection with the TCS Products and Services. You are responsible for ensuring that your Device, equipment and/or software do not disturb or interfere with TCS's operations or the operations of other Users of TCS Products and Services. If any Modification to TCS Products and Services requires changes in your Device, Internet connection, equipment or software, you must effect these changes at your own expense.
  4. PAYMENT
    1. PRICING INFORMATION
      Pricing information for TCS Products and Services is provided at worktruckcert.com (the “Pricing Terms”). TCS may change the price for the TCS Products and Services from time to time by updating the Pricing Terms. Such changed price or other pricing term will take effect immediately upon posting of the changes. Your continued access and use of the TCS Products and Services after an update to the Pricing Terms constitutes an acceptance of such new pricing terms.
    2. PAYMENT TERMS
      1. All fees for the TCS Products and Services are due upon purchase or as otherwise set forth in the Pricing Terms. BY ACCEPTING THIS AGREEMENT AND ACCESSING OR USING TCS PRODUCTS AND SERVICES, YOU EXPRESSLY AUTHORIZE TCS TO BILL AND COLLECT PAYMENT FROM YOU, IN ACCORDANCE WITH THE PRICING TERMS, BY ANY PAYMENT METHOD YOU REGISTER WITH TCS INCLUDING, BUT NOT LIMITED TO, YOUR CREDIT CARD, BANK ACCOUNT, OR ONLINE PAYMENT SYSTEM SUCH AS PAYPAL.
      2. If you purchase TCS Products and Services, such fees will be charged by the payment processor designated by TCS in accordance with the payment method you have chosen for your purchase. If you are paying by credit or debit card, by designating a card to be billed, you confirm that you are authorized to make such purchase and that you are the holder of such card (e.g., that the card is issued in your name). All prices stated on the Pricing Terms are exclusive of any applicable sales taxes and fees and are subject to change at any time, as set forth in this Agreement. TCS accepts a variety of different payment methods, so please check the website at worktruckcert.com for the best way for you to pay. It is your responsibility to maintain proper payment and billing information with TCS. Failure to maintain proper and up-to-date payment and billing information will result in the termination of the Agreement (which includes the termination of your license to the TCS Products and Services) in accordance with Section 9 (Termination).
  5. ACCOUNT DETAILS AND PASSWORD
    You agree to keep all account and password details private and to not share them with anyone else in order to prevent unauthorized access to your account, your password and other login credentials, and/or your Cert Data. Your administrator for the TCS Products and Services is responsible for creating and providing login credentials for all authorized Users, and each individual authorized User. TCS is not liable for any loss or damage arising from any access to, sharing or use of your account, your password or your Cert Data, whether at the administrator account level or otherwise. If you believe there has been any unauthorized access to your account, you must notify TCS immediately at support@worktruckcert.com. You are solely responsible for any use of the TCS Products and Services through your account and/or your password and other login credentials.
  6. ADDITIONAL INFORMATION COLLECTED
    1. METHOD OF PAYMENT INFORMATION
      If you purchase TCS Products and Services, we may collect and store your method of payment for the TCS Products and Services you have purchased.
    2. ACCOUNT CREDENTIALS
      Your e-mail address in combination with your password, allows TCS to verify your identity. TCS AND ITS AFFILIATES (INCLUDING WITHOUT LIMTATION, WTS), AND THE LICENSEES, LICENSORS, SUCCESSORS AND ASSIGNS OF TCS AND ITS AFFILATES, EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY LOST, STOLEN, OR DELETED CERT DATA, INCLUDING WITHOUT LIMITATION ANY CERT DATA DELETED REMOTELY DUE TO THE TERMINATION OF YOUR LICENSE OR THE COMPROMISE OF YOUR PASSWORD, YOUR ACCOUNT CREDENTIALS OR ACCESS TO YOUR E-MAIL ACCOUNT.
    3. INFORMATION COLLECTED VIA THE INTERNET
      TCS Products and Services may be monitored by TCS to verify the status of any right to use the TCS Products and Services, as well as your compliance with this Agreement and TCS's contractual and Intellectual Property rights, and your compliance with all applicable laws and regulations. Various types of information, such as devices used to access the TCS Products and Services and other information regarding the User may also be tracked by TCS (e.g., the Internet Protocol address and other log-in information regarding the device, the operating system, and the browser) to identify the Device and locate where on the Internet that Device is located, as well as your use of the TCS Products and Services.
  7. DEVICE COMPATIBILITY, MODIFICATIONS, DATA USAGE
    TCS does not warrant that Modifications or the TCS Products and Services will be compatible with your Device. In the event your Device is not compatible with any Modification or the TCS Products and Services, your sole remedy is to terminate this Agreement in accordance with Section 9. You are solely responsible for any data or usage charges of your mobile or other Internet service providers due to your use of the TCS Products and Services.
  8. PROPRIETARY NOTICES
    You agree to maintain and reproduce all copyright, patent, trademark and other proprietary notices on all copies, in any form, of the TCS Products and Services (which includes the TCS Software) in the same form and manner that such copyright and other proprietary notices are included on the TCS Products and Services. Except as expressly authorized in this Agreement, you shall not make any copies or duplicates of any TCS Products and Services or any portion thereof without the prior written permission of TCS.
  9. TERMINATION
    This Agreement shall be effective as of your acceptance of this Agreement (as described in the first paragraph of this Agreement) and shall continue in effect until terminated as set forth in this Agreement. TCS may, at its election and in its sole discretion, terminate this Agreement at will (which includes the termination of your license), at any time upon thirty (30) days’ prior notice to you. TCS may, at its election and in its sole discretion, terminate this Agreement at will, at any time without notice to you if required to do so to comply with any federal, state or local law or regulation or if TCS Products and Services are impacted by third parties upon which the TCS Products and Services depend, such as without limitation TCS's licensors. TCS specifically reserves the right to terminate this Agreement and your use of TCS Products and Services, and/or suspend your use of the TCS Products and Services, immediately, without notice from TCS, if you, or those accessing or using the TCS Products and Services through your account: (a) fail to comply with any provision of this Agreement; (b) use any TCS Product and Services in a way not intended by TCS as shown by the Documentation; or (c) abuse the use of TCS Products and Services including without limitation engage in any DNS attack, attempt to circumvent or exceed security measures, engage in fraud, violate any federal, state or local laws or regulations, or otherwise engage in suspicious activities. TCS is further entitled to obtain injunctive relief if your use of the TCS Products and Services is in violation of any restrictions set forth in this Agreement, including without limitation any license restrictions.
    You may also terminate this Agreement at will, at any time, upon written notice to TCS. Upon termination of this Agreement for any reason, (i) you shall destroy all copies of the TCS Software and Documentation in your possession or control and cease accessing and using all TCS Products and Services, and (ii) TCS may, but is not required to, delete all Cert Data, and it is your sole responsibility to ensure that you have adequate copes of all Cert Data for your continued use after termination. The following provisions shall survive any expiration or termination of this Agreement: preamble and Sections 1, 2.2 (other than the first sentence), 2.3, 2.4 and 4-16; provided, that, the survival of the foregoing provisions shall in no event provide you with a continuing right to use or access the TCS Products and Services. Expiration or termination of this Agreement, for any reason, shall not release either party hereto from any obligation or liability, or deprive either party hereto of any right, accrued prior to the date of such expiration or termination.
  10. ALLOCATION OF RISK
    You acknowledge and agree that TCS has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.
  11. LIMITED WARRANTY
    TCS PRODUCTS AND SERVICES FURNISHED BY TCS AND ACCEPTED BY YOU ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY WHATSOEVER. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY TCS. TCS DOES NOT WARRANT THAT THE TCS PRODUCTS AND SERVICES OR ASSOCIATED DOCUMENTATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE TCS PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF TCS PRODUCTS AND SERVICES IS WITH YOU. SOME STATES MAY NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR TO SELL A CONSUMER PRODUCT “AS-IS”, SO THIS EXCLUSION MAY NOT APPLY TO YOU.
  12. LIMITATION OF TCS LIABILITY
    IN NO EVENT WILL TCS OR ITS AFFILIATES (INCLUDING WITHOUT LIMITATION, WTS), OR THE LICENSEES, LICENSORS, SUCCESSORS OR ASSIGNS OF TCS OR ITS AFFILIATES, BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA (INCLUDING WITHOUT LIMITATION, CONTENT AND OTHER INFORMATION), UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA (INCLUDING WITHOUT LIMITATION, CONTENT AND OTHER INFORMATION), LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF CAPITAL OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TCS PRODUCTS AND SERVICES FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT OR THE ACCESS OR USE THEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE AGGREGATE LIABILITY OF TCS OR ITS AFFILIATES, OR THE LICENSEES, LICENSORS, SUCCESSORS AND ASSIGNS OF TCS OR ITS AFFILIATES, UPON ANY AND ALL CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TCS PRODUCTS AND SERVICES FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT YOU HAVE PAID TO TCS, IF ANY, UNDER THIS AGREEMENT TO ACCESS AND USE THE TCS PRODUCTS AND SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE ACTS OR OMISSIONS THAT GAVE RISE TO THE CLAIM; PROVIDED, THAT, IF SUCH CALCULATION OF MAXIMUM AGGREGATE LIABILITY IS UNENFORCEABLE UNDER APPLICABLE LAW, THEN THE AGGREGATE LIABILITY SHALL BE ABSOLUTELY LIMITED TO THE MINIMUM AMOUNT PERMITTED UNDER APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
  13. INDEMNITY BY YOU
    You will, to the fullest extent permitted by law, indemnify TCS and its Affiliates (including without limitation, WTS), and each licensee and licensor of TCS and its Affiliates, and each of their respective officers, directors, shareholders, members, parent companies, subsidiaries, employees, agents, successors, and assigns (collectively, the “TCS Indemnified Parties”) against and hold the TCS Indemnified Parties harmless from any and all claims, liabilities, losses, damages, judgments, awards, costs and expenses, including reasonable expert and attorneys' fees in connection with investigating, defending, and settling any claim, relating to or arising out of any acts or omissions on the part of you which are a breach of this Agreement or give rise to claims against TCS Indemnified Parties by third parties in relation to your accessing or using the TCS Products and Services or your provision of any Cert Data, excluding any claim to the extent due to the negligent or intentionally wrongful acts of TCS.
  14. DISCLAIMERS BY THIRD PARTY LICENSORS
    As a condition to receiving data (including without limitation, content, reports, and other information) from third-party licensors through or related to TSC Products and Services, you accept and agree to the disclaimers set forth on EXHIBIT A hereto.
  15. CONFIDENTIALITY
    It is expected that the parties hereto may disclose to each other, and may have disclosed to each other prior to entering into this Agreement, certain information which may be considered confidential and/or trade secret information (“Confidential Information”). Confidential Information of TCS includes, without limitation the TCS Software. The Cert Data is your Confidential Information, but is subject to the rights you have granted in this Agreement, including without limitation, the right and license to TCS and WTS (and their respective assignees and licensees) in and to the Cert Data.
    Confidential Information of both parties includes non-public information disclosed by either party hereto if it is clearly and conspicuously marked as “confidential” or with a similar designation at time of disclosure; and non-public information disclosed by either party if, by its nature, would generally be considered by the parties hereto as confidential. Confidential Information shall not include information which: (a) is or becomes public knowledge through no fault of the recipient; (b) was in the receiving party’s possession before receipt from the party providing such Confidential Information; (c) is rightfully received by the receiving party from a third party without any duty of confidentiality; (d) is disclosed to a third party by the party providing the Confidential Information without a duty of confidentiality on the third party; (e) is independently developed by the other party; or (f) is disclosed with the prior written approval of the party providing such Confidential Information. Confidential Information of a party may be disclosed by the receiving party in response to a valid court order or other legal process only to the extent required by such order or process and only after the recipient has given the other party hereto written notice, if legally allowed, of such court order or other legal process promptly and the opportunity for the other party hereto to seek a protective order or confidential treatment of such Confidential Information, at the other party’s expense, with reasonable cooperation of the receiving party. Except as otherwise allowed under the Agreement, including without limitation the rights set forth in Section 2.3, the disclosing party shall retain all ownership of its Confidential Information including without limitation all Intellectual Property rights in that Confidential Information disclosed to the other party. Subject to the rights granted in this Agreement (including without limitation the rights granted by you in Section 2.3), the parties agree, both during the term of the Agreement and after the termination of the Agreement to hold Confidential Information of the other party in confidence and to protect the disclosed Confidential Information by using the same degree of care to prevent the unauthorized use, dissemination or publication of the Confidential Information as they use to protect their own Confidential Information of a like nature but in no event with less than reasonable care. Except as permitted under this Agreement (including without limitation, Section 2.3), the parties agree not to make Confidential Information of the other party available to any third party without reasonable confidentiality requirements or as required by applicable law.
  16. GENERAL PROVISIONS
    1. ENFORCEMENT/CHOICE OF LAW/CHOICE OF FORUM
      Every provision of this Agreement will be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision will be modified by a court of competent jurisdiction to be valid and enforceable while maintaining as close as possible the intent of the parties as indicated by the wording of this Agreement or, if the provision cannot be so modified, deemed severed from this Agreement, and all other provisions will remain in full force and effect. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), and your use of the TCS Products and Services, shall be governed by, and enforced in accordance with, the internal laws of the State of Michigan, including its statutes of limitation and excluding its conflicts of law rules. Your use of the TCS Products and Services may also be subject to other local, state, national, or international laws. Any action between the parties will be venued solely in a state or federal court situated within the State of Michigan, and you irrevocably submit yourself to the personal jurisdiction of such courts for such purpose. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement, nor does any enactment of the Uniform Computer Information Transactions Act.
    2. ENTIRE AGREEMENT/NO WAIVER
      This Agreement (which shall include all Exhibits) together with the information explicitly referred to or linked to by this Agreement, all of which are incorporated herein, sets forth the entire agreement and understanding between TCS and you regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. You acknowledge that you have not been induced to enter into this Agreement by any representations or statements, oral or written, not expressly contained in this Agreement. The failure by TCS at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver by TCS of any default by you must be in writing, signed by TCS, and will not be deemed a continuing waiver, but will apply solely to the instance to which such waiver is directed.
    3. CORRECTION OF ERRORS AND INACCURACIES
      This Agreement may contain typographical errors or other errors or inaccuracies and may not be correct or current. TCS reserves the right to correct any errors, inaccuracies or omissions and to change or update this Agreement at any time without prior notice and you are bound to such changes and updates as set forth in this Agreement. TCS does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
    4. HEADINGS
      The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
    5. NO JOINT VENTURE
      This Agreement shall not be construed as creating or constituting any partnership, joint venture or agency relationship between the parties.
    6. ASSIGNMENT AND RESALE
      TCS may assign its rights and obligations under this Agreement but your rights under this Agreement are not assignable or transferable. You agree not to resell, sublicense, rent, copy, lend, re-license, or otherwise transfer your license to access and use the TCS Products and Services or any portion thereof. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
    7. NO THIRD PARTY BENEFICIARIES
      Except for the TCS Indemnified Parties, no third-party beneficiaries are intended or shall be construed as created by virtue of this Agreement.
    8. EXPORT COMPLIANCE
      You may not use or otherwise export or re-export the TCS Products and Services except as authorized by United States law and the laws of the jurisdiction in which the TCS Products and Services were obtained. In particular, but without limitation, the TCS Products and Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the TCS Products and Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law.
    9. U.S. GOVERNMENT RESTRICTED RIGHTS
      The TCS Products and Services are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) in The Rights in Technical Data and Computer Software Clause at DFARS 252.227-7013, or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.
    10. CONTACT
      For questions concerning this Agreement or additional information, please contact TCS at support@worktruckcert.com.
Copyright 2024 Truck Certification Services Inc. All rights reserved.

EXHIBIT A
DISCLAIMERS BY THIRD PARTY LICENSORS
R.L. Polk & Co./S&P Global Inc.
The data, reports, and information referenced in this Agreement that are provided by R. L. Polk & Co. or S&P Global Inc. (the "Polk Materials") are the copyrighted property of S&P Global Inc. and its subsidiaries (“S&P Global”) and represent data and research published by S&P Global, and are not representations of fact. The Polk Materials speak as of the original publication date thereof and not as of the date of this document. The information provided in the Polk Materials is subject to change without notice and Polk has no duty or responsibility to update the Polk Materials. Any content, information and any materials provided in this message or other media is on an "as is" basis. S&P Global makes no warranty, expressed or implied, as to its accuracy, completeness or timeliness, or as to the results to be obtained by recipients, and shall not in any way be liable to any recipient for any inaccuracies, errors or omissions herein. Without limiting the foregoing, S&P Global shall have no liability whatsoever to a recipient of any message or media, whether in contract, in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by such recipient as a result of or in connection with any actions, opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by it or any third party, whether or not based on the content, information or materials contained herein. S&P Global and R.L. Polk & Co. are trademarks of S&P Global.
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