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TRUELOADER™ Services Agreement## This Cloud Services Agreement (this “Agreement”) is entered into by and between Penn Global Innovations, Inc. (PGI), a Pennsylvania corporation with office in Bethlehem PA and the Customer identified on the Order Form that is purchasing the Subscription Services and Professional Services or is accessing the Software free version (“Customer” or “you”) and is effective as of the earliest of the Date you access the TRUELOADER™ software, the date on which you accept the terms of the Order Form by email acknowledgment or initial payment due pursuant to the Order Form.##PART ONE – SUBSCRIPTION SERVICES.##1. Access to the Subscription Services. PGI grants Customer, for its internal business use only, a limited non-exclusive, non-transferable right and license to use the Subscription Services during the Subscription Term.##1.1. The Software is located on servers that are controlled by PGI. Customer may access the Software but has no right to receive a copy of the object code or source code to the Software.##1.2. PGI regularly upgrades and updates the Subscription Services. This means that the Subscription Services are continually evolving. Some of these changes will occur automatically, while others may require Customer to schedule and implement the changes.##1.3. PGI and its licensors solely owns the intellectual property in the Subscription Services including the Software and the Documentation.####2. Conditions of Use. Customer may not:##2.1. Transfer to any other person any of its rights to use the Subscription Services;##2.2. Sell, rent or lease the Subscription Services;##2.3. Make the Subscription Services available to anyone who is not an “Authorized User”. An Authorized User is an employee of Customer, a person to whom Customer has outsourced services, or who is authorized to access the Software in accordance with the appropriate Transaction Allowance and service description;##2.4. Create any derivative works based upon the Subscription Services. Software or Documentation;##2.5. Copy any feature, design or graphic in, or reverse engineer the Software;##2.6. Access the Subscription Services in order to build a competitive solution or to assist someone else to build a competitive solution;##2.7. Use the Subscription Services in a way that violates any criminal or civil law;##2.8. Load test the Subscription Services in order to test scalability;##2.9. Disclose results of any benchmark tests of the Subscription Services, including the Software, without PGI’s prior written consent; or, ##2.10 Exceed the Transaction Allowance listed in the Order Form.##3. Customer Data.##3.1. Customer must provide all data for use in the Subscription Services. PGI is not obliged to modify or add to the Customer Data. Customer is solely responsible for the content and accuracy of the Customer Data.##3.2. The Customer Data belongs to Customer, and PGI makes no claim to any right of ownership in it.##3.3. Customer must provide any notices and obtain any consents related to use of the Subscription Services and PGI’s provision of such services, including those related to the collection, use, processing, transfer and disclosure of personal information, PGI reserves the right to provide the Subscription Services from locations, and/or through use of subcontractors, worldwide.##3.4. PGI reserves the right to remove or disable access to any Customer Data that violate any criminal or civil law, including data that violate privacy rights or constitute an infringement of intellectual property or other proprietary rights. PGI shall have no liability to Customer in the event that PGI takes such action.##3.9. PGI holds no responsibility to any loss or corruption of data or information arising due to Customer’ use of Subscription Services or Professional Services.##3.10. Customer must be responsible to secure any and all the data that belongs to the Customer, PGI only provides various technologies and services to the Customer in order for the Customer to authenticate, authorize and connect to their various data stores and services to manage their data.##3.11. PGI does not guarantee the integrity or quality of data. Any data related issues belongs to the Customer and Customer has sole responsibility to manage its data.##4. Subscription Services Warranties. PGI warrants that: (i) the Subscription Services will function substantially as described in the Documentation; and (ii) PGI owns or otherwise has the right to provide the Subscription Services to Customer under this Agreement. The remedies set out in this Section 4 are Customer’s exclusive remedies for breach of the above warranties.##4.1. If the Subscription Services do not function substantially in accordance with the Documentation, PGI may, at its option, either (i) modify the Subscription Services to conform to the Documentation; (ii) provide a workaround correction to the Software consistent with the design and functionality of the Software as set forth in the Documentation, or following notice of the issue from Customer and commercially reasonable opportunity to modify or provide a workaround correction, either party may terminate the relevant Order Form under this Agreement, in which case PGI shall refund to Customer all fees prepaid to PGI under the relevant Order Form for unused Subscription Services.##4.2. However, PGI has no warranty obligations for:##4.2.1. Any problem in the Subscription Service cause by corrupt or inconsistent data of the Customer;##4.2.2. Inability of the Customer to use the Subscription Service in any way.##4.2.3. Customer’s change of decision.##PART TWO – PROFESSIONAL SERVICES.##5. Professional Services Warranties. PGI warrants that (i) the Deliverables will substantially conform to the Order Form or, if applicable, Statement of Work; and (ii) the Professional Services will be performed with reasonable skill, care and diligence consistent with industry standards and PGI’s Support Fair Usage Policy. The remedies set out in this Section 5 are Customer’s exclusive remedies for breach of either warranty.##5.1. If the Professional Services do not conform to the Order Form or Statement of Work or are not performed with reasonable skill, care and diligence consistent with industry standards, PGI shall re-perform the Professional Services to the extent necessary to correct the deficient services. If PGI cannot substantially correct a breach in a commercially reasonable manner, Customer may following prior written notice to PGI setting forth in reasonable detail the deficient services and at least 30 days for PGI to cure or such longer period of time as is reasonable in the circumstances, terminate the relevant services and recover the fees Customer paid to PGI for the deficient services.##5.2 PGI Support shall be provided in accordance with its Support Fair Usage Policy, as the same may be modified by PGI from time to time. Customer support use/ requests in excess of the Fair Usage Policy or the terms of the Customer Order Form or Statement of Work may result in additional charges to the Customer or termination of Professional Services. In the event of termination of Professional Services by PGI, it shall refund to Customer all Professional Service fees prepaid to PGI under the relevant Order Form for unused Professional Services, if any. ##6. Customer’s Responsibility. Customer must provide PGI with all information, access, and full good faith cooperation reasonably necessary to enable PGI to deliver the Professional Services, and must do anything that is identified in the Statement of Work as Customer’s responsibility. If Customer fails to do this, PGI will be relieved of its obligations to the extent that the obligations are dependent upon Customer’s performance.##PART THREE – GENERAL.##7. Term of Agreement. This Agreement starts on the Effective Date and ends at the expiration of the Subscription Term.##Unless otherwise specifically set forth Subscription Services automatically renew for the same term as set forth in the Order Form. Notice of any cancellation to the Subscription Service has to be given to PGI in written format at least 30 days of the expiration of the current Subscription Term. PGI will give notice at least 30 days prior to expiration of the Current Term of any changes in pricing for a renewal term.##8. Payments. Customer agrees to timely pay all fees set forth in the relevant Order Form.##8.1. The fees do not include any taxes, and Customer shall pay any sales, use, value added or other taxes or import duties (other than corporate income taxes payable by PGI) due as a result of any amounts paid to PGI. Customer shall bear all of PGI’s costs of collection of overdue fees, including reasonable attorneys’ fees.##8.2. If during the Subscription Term Customer orders additional product to be added to the initial or a subsequent purchase of Subscription Services, the purchase price for the additional product shall be prorated so that the added subscriptions terminate on the same day as the then current subscription at the end of the Subscription Term.##8.3. All fees due under the Agreement are non-cancelable and the sums paid nonrefundable.##8.4. Customer agrees that it has not relied on the future availability of any Subscription Services, Software or updates in entering into the payment obligations in this Agreement and the terms of the Order Form; however, the preceding sentence does not relieve PGI of its obligations to deliver Subscription Services that you have ordered per the terms of the Agreement.##9. Termination and Suspension.##9.1. Either party may terminate rights granted under a particular Order Form if the other breaches any material term of the Order Form (including a material term of this Agreement insofar as it applies to the Order Form) and the breach is not cured within 30 days of written notice, or such other time frame as set forth. Customer’s breach of Section 2.10 of this Agreement shall be considered a material breach, if not cured within 30 days of PGI’s notification of such excess usage (e.g. by payment of additional fees).##9.2. In the circumstance that Customer has breached a material term of the agreement, including but not limited to failure to timely pay fees due PGI, in addition to the terminating rights set forth above, PGI may immediately suspend Subscription Services to Customer.##9.3. Sections 2.4, 2.5, 3.3, 8, 9, 10,11, 12, 13, 14, and 16 continue after this Agreement ends.##9.4. If PGI terminates an Order Form under this Agreement, all unpaid fees for the remainder of the Subscription Term are immediately due and payable.##10. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SUBSCRIPTION SERVICES (INCLUDING SOFTWARE AND DOCUMENTATION) AND PROFESSIONAL SERVICES (INCLUDING DELIVERABLES) ARE PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND PGI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PGI DOES NOT WARRANT THAT THE USE OF THE SUBSCRIPTION SERVICES OR PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.##11. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY##(WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THIS POSSIBILITY. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SUBSCRIPTION SERVICES, SOFTWARE AND DOCUMENTATION NECESSARY TO ACHIEVE CUSTOMER’S INTENDED RESULTS, AND FOR THE USE AND RESULTS OF THE SUBSCRIPTION SERVICES OR DELIVERABLES. NEITHER PARTY’S TOTAL LIABILITY FOR ANY DIRECT LOSS, COST, CLAIM OR DAMAGES OF ANY KIND RELATED TO THE RELEVANT ORDER FORM SHALL EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER TO PGI UNDER SUCH RELEVANT ORDER FORM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LOSS, COST, CLAIM OR DAMAGES. THIS LIMITATION ON LIABILITY WAS AND IS AN EXPRESS PART OF THE BARGAIN BETWEEN PGI AND CUSTOMER AND WAS A CONTROLLING FACTOR IN THE SETTING OF THE FEES PAYABLE TO PGI. HOWEVER, THERE IS NO LIMITATION ON DIRECT LOSS, CLAIM OR DAMAGES ARISING AS A RESULT OF CUSTOMER’S INFRINGEMENT OF PGI’S INTELLECTUAL PROPERTY RIGHTS, IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY CLAIMS, OR IN CONNECTION WITH CUSTOMER’S BREACH OF ANY PAYMENT OBLIGATION UNDER THIS AGREEMENT.##12. Confidentiality.####12.1. The Subscription Services (including the Software and Documentation) and Professional Services (including Deliverables) contain valuable trade secrets and other proprietary or protected information that are the sole property of PGI (“PGI Confidential Information”), and Customer agrees to use reasonable care to prevent other parties from learning of PGI Confidential Information. Customer must take reasonable care to prevent unauthorized access to or duplication of the Subscription Services, Software, Documentation, Professional Services and Deliverables.##12.2. The Customer Data may include valuable trade secrets or other proprietary or protected information that are the sole property of Customer (“Customer Confidential Information”). PGI shall take reasonable care to prevent other parties from learning of Customer Confidential Information.##12.3. Sections 12.1 and 12.2 do not apply to any information that (i) is now, or subsequently becomes, through no act or failure to act on the part of receiving party (the “Receiver”), generally known or available to the public; (ii) is known by the Receiver at the time of receiving such information, as evidenced by the Receiver’s records; (iii) is subsequently provided to the Receiver by a third party, as a matter of right and without restriction on disclosure; (iv) independently developed by the Receiver; or (iv) is required to be disclosed by law, provided that the party to whom the information belongs is given prior written notice of any such proposed disclosure.####13. Intellectual Property Rights; Indemnification by PGI. PGI represents that it owns or has licensed us of the intellectual property in the Software and the Deliverables. Upon payment in full of any amounts due for Professional Services, Customer shall have a non-exclusive, non-transferable right to use the Deliverables for Customer’s internal business purposes. This right shall continue for so long as, and be subject to the same terms and conditions as the right to use the Subscription Services during the Subscription Term.##13.1 PGI shall defend and indemnify Customer against any claim that the Software infringes the intellectual property rights of any third party, provided that the Customer (i) immediately notifies PGI of any such claim; (ii) Makes no decision or settlement of any claim without the prior written consent of the PGI; (iii) Allows PGI to have sole control over all negotiations for its settlement; · and (iv) Gives PGI all reasonable assistance in connection therewith. Should Customer Licensee be prevented from using the Software by any enforceable court decision, PGI shall at its own costs and at its choice either modify the Software to avoid infringement, obtain for the Customer the right to use the Software, or terminate the relevant Order Form under this Agreement, in which case PGI shall refund to Customer all fees prepaid to PGI under the relevant Order Form for unused Subscription Services.##13.2 However, PGI has no warranty obligations for:##13.2.1 . Deliverables that have been modified by Customer or any third party, unless the modification has been approved in writing by PGI; or, ##13.2.2 Problems in the Deliverables caused by any third party software or hardware, by accidental damage or by other matters beyond PGI’s reasonable control.##13.3 PGI shall have no indemnification obligations for any legal action arising out of: (i) a combination of the Subscription Services, Software or Deliverable with software or products not supplied, or approved in writing by PGI; (ii) any repair, adjustment, modification or alteration to the Subscription Services by Customer or any third party, unless approved in writing by PGI; or (iii) any refusal by Customer to install and use a non-infringing version of the Subscription Services, or Deliverable offered by PGI.##13.4 This Section 13 state the entire liability of PGI with respect to any intellectual property infringement by the Subscription Services, Software or Deliverable.####14. Indemnification by Customer. Customer must indemnify PGI, its affiliates, directors, and employees from any damages finally awarded against PGI (including, without limitation, reasonable costs and legal fees incurred by PGI) arising out of any third party suit, claim or other legal action (including but not limited to any governmental investigations, complaints and actions) in connection with the Customer Data, including, without limitation, any action for infringement of any trademark, copyright, trade secret, right of publicity or privacy (including defamation), patent or other proprietary right with respect to the Customer Data (“Legal Claim”).## 14.1 PGI shall give written notice to Customer of any Legal Claim no later than 30 days after first receiving notice of a Legal Claim, and must give copies to Customer of all communications, notices and/or other actions relating to the Legal Claim. PGI shall allow Customer the sole control of the defense of any Legal Claim, must act in accordance with the reasonable instructions of Customer and must give Customer such assistance as Customer reasonably requests to defend or settle such claim. Customer must conduct its defense at all times in a manner which is not adverse to PGI’s interests. PGI may employ its own counsel to assist it with respect to any such claim. PGI must bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a conflict of interest with Customer or its counsel. Customer shall be relieved of its indemnification obligation under Section 14 if PGI materially fails to comply with Section 14.1.##15. Publicity. PGI may list Customer as a customer and use Customer’s name and logo on PGI’s website customer list, on publicly available customer lists, and in media releases.##16. Miscellaneous.##16.1. This Agreement together with any Order Form or Statement of Work hereunder, represent the entire agreement of the parties, and supersede any prior or current understandings, whether written or oral. If there is a conflict between the Agreement and an Order Form, the Order Form will prevail. If there is a conflict between the Agreement and a Statement of Work, the Agreement will prevail.##16.2. This Agreement may not be changed or any part waived except in writing signed by the parties. ##16.3. This Agreement shall be governed exclusively by the laws of the Commonwealth of Pennsylvania (exclusive of its laws governing conflicts of law).##16.4 The parties agree to exclusive jurisdiction for any disputes in the Court of Common Pleas of Northampton County, Pennsylvania or the Eastern District of Pennsylvania.##16.4. Customer must not assign or otherwise transfer any of its rights or obligations under this Agreement or any Order Form or Statement of Work hereunder without the prior written consent of PGI. PGI may not withhold such consent in the case of an assignment by Customer of its rights and obligations to an entity that has acquired all, or substantially all of Customer’s assets, or to an assignment that is part of a genuine corporate restructure. Any assignment in breach of this Section is void.##16.5. Customer must not export or re-export, directly or indirectly, any Subscription Services, Documentation or PGI Confidential Information to any countries outside the United States except as permitted under the U.S. Commerce Department’s Export Administration Regulations.##16.6. PGI is an independent contractor and both PGI and Customer agree that no partnership, joint venture, or agency relationship exists between us. Each party will be responsible for paying its own employees, including employment related taxes and insurance.##16.7. PGI may audit Customer’s use of the Subscription Services. Customer agrees to cooperate with PGI’s audit and provide reasonable assistance and access to information. Any such audit will not unreasonably interfere with Customer’s normal business operations. Customer agrees to pay within 30 days of written notification any fees applicable to Customer’s use of the Subscription Services in excess of its rights. If Customer does not pay, PGI can end Customer’s Subscription Services and the Agreement. Customer agrees that PGI will not be responsible for any of its costs incurred in cooperating with the audit.##16.8. Customer understands that PGI’s business partners, including any third party firms retained by Customer to provide computer consulting services, are independent of PGI and are not PGI’s agents. PGI is not liable for nor bound by any acts of such business partner, unless the business partner is providing services as a PGI subcontractor on an engagement ordered under this Agreement.##16.9. All notices to be given to either of the parties hereto shall be personally delivered or mailed by certified mail or courier mail, next day service, prepaid to or delivered at the addresses set forth in the Order Form, if any, or at such other address as provided by either party or sent by electronic mail transmission with receipt verified to Customer at the address set forth in the Order Form and if for Company to it at Operations@Trueloader.com. Notice is deemed to be given immediately upon delivery or by email, and one business day after sending if sent by Federal Express, UPS, DHL, United States Postal Service or other public overnight courier service, and at the earlier of three (3) business days or actual date of receipt if sent by certified mail or registered mail. All notices required to be given by either party to the other shall be in writing. Notices by the parties may be given on their behalf by their respective attorneys.##17. Force Majeure. Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either party may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the services.##PART FOUR – DEFINITIONS. ##18. Glossary.####18.1. “Customer Data” means any electronic information stored in the Software database or transferred between applications. ####18.2. “Deliverables” means object code, source code, flow charts, documentation, information, reports, test results, findings, and any works and other materials developed by PGI for Customer as identified “deliverables” under the scope of Professional Services defined in a Statement of Work.##18.3. “Documentation” means user documentation provided electronically by PGI for use with the Subscription Services, as periodically updated.##18.4. “Order Form” means a document provided by PGI and approved by Customer that describes PGI’s service offering being ordered by Customer (approved includes butt is not limited to email acknowledgment or payment of invoice).##18.5. “Professional Services” means the consulting, development and other professional services identified on a Statement of Work, but does not include the Subscription Services.##18.6. “Statement of Work” means a document provided by PGI and signed by Customer that describes the Professional Services to be provided by PGI to Customer.##18.7. “Software” means the software to which PGI permits access to authorized users as part of the Subscription Services, including without limitation the agent desktop installer. The functionality of the Software is described in the Documentation provided by PGI as part of the Subscription Services under an Order Form.##18.8. “Subscription Services” means PGI’ s remote hosted services identified in an Order Form, including access to related Software and Documentation, and any modifications periodically made by PGI, but does not include the Professional Services.##18.9. “Subscription Term” means the period identified in the Order Form during which PGI is required to provide Customer with the Subscription Services.##18.10. “Usage metric” means the service metric definitions and rules defined in the Order Form.
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