VINlocity Carrier Terms of Service and Privacy Policy

By accessing the website at http://cdn.vehichaul.com or related “Vinlocity” mobile applications, Customer (“you”) are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in the website are protected by applicable copyright and trademark law. Vinlocity is a registered trademark of ACERTUS, an affiliated network of companies engaged in providing various motor vehicle transportation logistics, title and registration, and other fleet management and storage services including, but not limited to Metrogistics LLC, Metro Title Services, LLC, Amerifleet Transportation, Inc., and VehicHaul, LLC. VehicHaul, LLC, owns the proprietary rights in and to the SaaS providing the functionality of the Vinlocity application.

Definitions

In addition to those words and phrases defined elsewhere in this policy, the following words shall have the following meanings:

“Agreement” shall mean the agreement between Customer and VehicHaul, LLC, for the provision of SaaS or Services on the terms provided for the same as set forth herein and in any applicable purchase order or Subscription.

“Customer” shall mean any individual or entity that purchases a Subscription to use the SaaS.

“ePod” shall mean electronic proof of delivery.

“Hosting Services” shall mean the services provided by VehicHaul, LLC to Customer under this Agreement. A complete list of services provided may be found under the Specifications.

“Mobile Applications” are those mobile ePod applications described in Section 1.1 below that can be utilized to access and use the Hosting Services.

“SaaS” shall mean the combination of internet-based (cloud) Software, Hosting Services, Mobile Applications and Support Services provided by VehicHaul, LLC to Customer as described by the Specifications.

“Services” shall mean any and all services provided to Customer hereunder pursuant to the SaaS.

“Software” shall mean the software, code, programs, applications, or other intellectual property provided by VehicHaul, LLC to Customer in the course of providing Services.

“Specifications” shall mean the standards for provision of the SaaS as more fully detailed in Section 1 below.

“Subscription” shall mean a contractual arrangement whereby VehicHaul, LLC provides any one or more SaaS services to Customer in exchange for payment of a fee as agreed between the parties.

“Support Services” shall mean customer service and technical support provided to SaaS users as detailed under the Specifications.

“Term” shall mean the period of time during which SaaS is provided by VehicHaul, LLC consistent with the terms of a Subscription, as more fully detailed in Section 2.3.

“VehicHaul, LLC” shall mean VehicHaul, LLC, an ACERTUS company, the owner and operator of the software and applications that deliver the services to Customer.

“Vinlocity Materials” shall mean any software, code, data, graphics or other materials or resources transmitted to Customer in order to provide any of the services under this Agreement.

Subject to the following terms and conditions of this Agreement, VehicHaul LLC will provide SaaS for Customer:

1. SAAS SPECIFICATIONS.

VehicHaul, LLC agrees to provide Customer with Vinlocity SaaS according to the following Specifications (the “Specifications”): VehicHaul, LLC provides Vinlocity SaaS in the form of cloud-based Software, Hosting Services, Mobile Applications and Support Services.

1.1 Mobile Applications; Data Point Collection

Vinlocity has mobile ePod applications available for both iOS and Android. Seat license Subscriptions (each a “Mobile Client Subscription”) are required for each individual Driver (“seat”) allowed to use the iOS or Android Mobile Application to access Vinlocity during the Term (each a “Mobile Client”). The Customer may, from time to time during any Subscription Term, purchase additional seat licenses (prices outlined below) prorated for the remaining portion of the Subscription Term. Mobile Client Subscriptions may be reduced during Subscription renewal period. The Vinlocity Mobile Application allows VINs to be assigned to Drivers, track VIN locations via GPS, upload damages with photos, and electronic proof of delivery. The Vinlocity Mobile Application utilizes individual Driver location data collected from the mobile devices (e.g. latitude and longitude) to provide accurate pickup and delivery timestamps, location-specific meta data, and geo-fencing capabilities to the Vinlocity SaaS software and applicable third party systems. If Customer or a Mobile Client Subscription user has ‘background location’ services turned on, the Vinlocity Mobile Application will, from time to time, tell Vinlocity SaaS software and applicable third party systems about your device’s location even if you are not directly interacting with the application. This background tracking may be disabled by turning “background location” services off. While using the Vinlocity Mobile Application, location data is required to be collected. VehicHaul, LLC uses various technologies to determine location, including IP Address, GPS, and other sensors that may, for example, provide VehicHaul, LLC with information on nearby devices, Wi-Fi access points, and cell towers. The information and data noted above may be stored and used by Vinlocity to facilitate and coordinate the network of available supply and demand for services across all customers.

1.2 Software

Nothing herein shall be deemed to convey or transfer to Customer any ownership right, title, or interest in and to any and all software, source code, object code, computer programs, applications, and other intellectual property associated with the SaaS and any services provided hereunder.

1.3 Hosting Services

Fees for Hosting Services are included in the Vinlocity SaaS Subscription fees.

1.4 Support Services

Standard Support is included with the Vinlocity SaaS and Mobile Application Subscription Fees. Such Standard Support is available via e-mail, phone, and Vinlocity’s web sites. “Standard Support” shall mean assistance on weekdays during the hours of (9am-5pm Central) with the exclusion of Federal Holidays, subject to the understanding that VehicHaul, LLC will use commercially reasonable efforts to respond to all support inquiries within one (1) business day.

2. SERVICES PROVISIONS.

2.1 Rights and License Granted.

Customer is not granted any rights or license to the Software or Services under this agreement. Customer acknowledges that through its payments to VehicHaul, LLC it is granted access to the SaaS and Mobile Applications. Customer further acknowledges that at no time shall it be entitled to download, distribute, install or otherwise redistribute the Software in any form not explicitly covered by this Agreement. The Customer understands that access to the Vinlocity SaaS and Mobile Applications ends when one of the following events takes place: 1) Customer payments are unpaid after thirty days (30 days) of the invoice date, or 2) Customer cancels its Subscription with an advanced 30-day written notice and Customer’s account is paid in full.

2.2 Limitations to Rights and License.

At no time will Customer hold title to or ownership of any of the Vinlocity SaaS, Mobile Applications, Vinlocity data, source code, object code, or any other Vinlocity Materials provided to Customer during the Term. Customer access to data will be withheld at the end of Term until Customer’s balance is fully paid.

2.3 Length of Service.

The length of the contract Term required is based on the type of service desired by Customer and shall be determined solely by VehicHaul, LLC as defined in the payment option selected by Customer. Customer can access Vinlocity SaaS under a monthly or yearly Subscription.

2.4 Service Start Date.

The first Subscription payment plus setup charges, if any, shall be due in advance of any Services provided; Vinlocity shall have no obligation to Customer unless and until the first Subscription payment plus setup charges are made. Service shall begin upon VehicHaul, LLC receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.

2.5 Renewal.

Subscriptions will automatically renew unless canceled in writing by Customer at least thirty (30) days prior to the end of the applicable Term. Renewal prices are subject to change. Renewal of Services by Customer indicates agreement to any contract revisions, price changes, and revisions to these Terms of Service. Renewal fees for the following Term will be automatically invoiced to Customer’s account.

2.6 SaaS Customization.

Customer acknowledges that the SaaS is provided “as is” and “as delivered” and cannot be construed as being able to be customized or modified in any way. Customer assumes all responsibility to review all features included in the SaaS prior to signing this agreement.

2.7 SaaS Support.

All support for the SaaS shall be conducted as defined in the Specifications.

3. END-USER PRICING AND SERVICES FEES.

VehicHaul, LLC makes no representation or warranty regarding the nature or consistency of pricing or applicable fees associated with use of the SaaS. Prices and fees are subject to change at any time; provided, however, that nothing herein shall be deemed to permit any change to the applicable Subscription fee for the associated Term thereof.

4. TERMS OF PAYMENT.

Terms of payment are C.O.D. unless credit approval has been granted by VehicHaul, LLC. If credit approval has been granted, credit terms are net fifteen (15) days upon receipt of invoice. VehicHaul, LLC reserves the right to revoke any credit extended and suspend all SaaS if customer’s payment is in arrears for more than thirty (30) days.

5. CONFIDENTIAL AND PROPRIETARY INFORMATION.

Information exchanged hereunder or in connection with the SaaS or Services shall be treated as proprietary and confidential by Customer. The term “Confidential Information” shall be understood to include any non-public information of or concerning Vinlocity or any of the Services or SaaS, including, but not limited to the provisions of this Agreement, product and services information, materials, software, application, source code, object code, pricing, or any other materials transmitted to Customer. Customer agrees it will not 1) disclose or share any of the Confidential Information with any third party other than those employees or representatives of Customer that need to know such information for purposes of fulfilling Customer’s obligations under the Agreement, 2) use any of the Confidential Information for any purpose other than in connection with the use of the SaaS or Services, or 3) decompose, disassemble, decode, or otherwise reverse engineer any VehicHaul, LLC product, materials, software, application, source code, object code, or technology of any kind installed or delivered to Customer or any portion thereof.

6. CUSTOMER INFORMATION.

VehicHaul, LLC takes ordinary and customary security measures in protecting Customer information passing through software, web sites, e-mail, and the portions of non-public network within VehicHaul, LLC’s control. VehicHaul, LLC accepts no responsibility beyond ordinary and customary responsibilities. Customer acknowledges and agrees that certain data and information may be stored and used by Vinlocity to facilitate and coordinate the network of available supply and demand for services across all customers.

7. REPRESENTATIONS AND WARRANTIES.

7.1 Of VehicHaul.

VehicHaul, LLC and any suppliers of content materials make no warranties or representations of any kind, whether expressed or implied, for the SaaS. VehicHaul, LLC and any suppliers of content materials also disclaim any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses, non-deliveries or service interruptions by any cause or due to errors or omissions of Customer. Use of any information obtained by way of VehicHaul, LLC is at Customer’s own risk, and VehicHaul, LLC specifically denies any responsibility for the accuracy, completeness, or quality of information obtained or available through its Services or via any Mobile Application. VehicHaul, LLC does not represent or warrant that the provision of data, Software or Services will be uninterrupted, error free, timely, complete, or accurate. VehicHaul, LLC does not represent or warrant that any Mobile Application will be available at all times or in all locations.
Connection speed represents the speed of an end-to-end connection. VehicHaul, LLC does not represent guarantees of speed or availability of end-to-end connections. VehicHaul, LLC expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. VehicHaul, LLC specifically denies any responsibilities for any damages, direct or indirect, arising as a consequence of such unavailability. VehicHaul, LLC’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the Customer Subscriptions during the [12] months immediately preceding the date on which the claim arose.

7.2 Of Customer.

Customer represents and warrants that Customer will use the Services, Vinlocity Materials, SaaS and any Mobile Application 1) only in compliance with these Terms of Service; 2) only for its own business purposes and for no other; and 3)in a manner and for purposes that are not unlawful. Customer further represents and warrants that it will obtain and maintain any equipment and ancillary services needed to connect to, access or otherwise use the Services)

7.3 No Duty to Third-Parties Not in Privity of Contract with VehicHaul.

VehicHaul, LLC shall have no obligation to support, train, or troubleshoot issues for any third-party user due to problems arising out of the use of the Vinlocity SaaS or Mobile Application provided to Customer by VehicHaul, LLC. Third parties shall include, but are not limited to: vendors, contractors, Customer’s customers, Customer’s clients or any third party not directly contracted with VehicHaul, LLC for Vinlocity SaaS, Mobile Application and Vinlocity SaaS Support.

8. TRANSFER OF AGREEMENT.

Customer may not assign or transfer this Agreement, any Subscription, or any rights or obligations regarding the Services, in whole or in part, without the prior written consent of VehicHaul, LLC. In the event that Customer contemplates whole or partial sale of Customer’s business, ownership change, or change in jurisdiction, Customer shall notify VehicHaul, LLC by mail, facsimile, or email no less than thirty (30) days prior to the effective date of the event.

9. TERMINATION.

VehicHaul, LLC may terminate a given Subscription for Services or all Services and this Agreement immediately and at its sole discretion upon the occurrence of one or more of the following events: 1) Customer’s failure to comply with any provisions of the Agreement upon receipt of written notice from VehicHaul, LLC of said failure, 2) appointment of receiver or the filing of any application by Customer seeking relief from creditors, or 3) Customer’s failure to pay any amount due under a given Subscription within thirty (30) days of when due. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice. Customer will pay in full for the Services up to and including the last day on which the Services are provided.

10. DISPUTES.

If legal proceedings are commenced to resolve a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all costs, legal fees (including, but not limited to, reasonable attorney’s fees), and expert witness fees as well as any costs or legal fees (including, but not limited to, reasonable attorney’s fees) in connection with any appeals.

11. INDEMNIFICATION; LIMITATION OF LIABILITY.

11.1 Indemnification.

Customer shall indemnify and hold VehicHaul, LLC harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against VehicHaul, LLC directly or indirectly arising from or in connection with Customer’s marketing, the Support Services, Customer’s business operations, use or misuse or the Services, or any breach of this Agreement by Customer.

11.2 Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, VEHICHAUL LLC AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO VEHICHAUL LLC FOR THE SERVICES OR SAAS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT VEHICHAUL LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. GENERAL.

If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of State of Missouri. A failure or delay by any party to exercise any right or power conferred upon it herein, or with respect to any given Subscription, shall not operate as a waiver of any such right or power. Any waiver, to be effective, must be in writing and signed by the party against whom operation of such waiver is sought. The parties represent and warrant that, on start of service Term, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their use of the Vinlocity SaaS and Mobile Application provided by VehicHaul, LLC.

13. LOGO RELEASE.

Customer authorizes the use of their logo by VehicHaul, LLC and its affiliates for demonstration, promotion and marketing purposes in either print or electronic media.

14. THIRD PARTY TERMS AND CONDITIONS.

VehicHaul, LLC products may include information, data and/or software from or concerning third parties. Third party providers are third party beneficiaries of VehicHaul, LLC’s rights and remedies under the agreement(s) between you and VehicHaul, LLC. You agree to comply with all applicable third party provider terms. VehicHaul’ LLC may be required from time to time to provide customer contact information, customer location data, aggregated data to our third party providers to the extent that they need such details in order to enable them to execute their contractual responsibilities with respect to facilitating the Services.
Third party providers do not warrant that the provision of data, software or services will be uninterrupted, error free, timely, complete or accurate, nor do any of them make any warranties as to the results to be obtained from use of the same. Customer acknowledge that third party data, software or services do not constitute a recommendation of any kind and is provided for informational purposes only. You expressly agree that your use of third party data, software or services is at your own risk. Accordingly, the third party providers will not in any way be liable to you or any other entity for any inaccuracies, errors, omissions, delays, damages, claims, liabilities or losses, regardless of cause, in or arising from the use of the third party data contained in VehicHaul, LLC services.

15. FORCE MAJEURE.

To the extent that either party’s performance is prevented or delayed, either totally or in part, for reasons beyond that party’s control, then that party will not be liable, so long as it resumes performance as soon as practicable after the reason preventing or delaying performance no longer exists.

16. Privacy Policy

Your privacy is important to us.

It is VehicHaul, LLC’s policy to respect your privacy regarding any information we may collect while operating our website or mobile applications. Accordingly, VehicHaul, LLC (below “we”) have developed this privacy policy in order for Customer (below “you”) to understand how we collect, use, communicate, disclose and otherwise make use of personal information. We have outlined our privacy policy below.

• We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned. By agreeing to these Terms of Service you consent to the collection of the information and data referred to in Sections 1.1 and 14.
• Before or at the time of collecting personal information, we will identify the purposes for which information is being collected. By agreeing to these Terms of Service you acknowledge that the purposes for which the information and data referred to in Sections 1.1 and 14 has been identified to your satisfaction.
• We will collect and use personal information solely for fulfilling those purposes specified by us and for other ancillary purposes, unless we obtain the consent of the individual concerned or as required by law.
• Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
• We will protect personal information by using reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
• We will make readily available to customers information about our policies and practices relating to the management of personal information.
• We will only retain personal information for as long as necessary for the fulfilment of those purposes.

We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained. VehicHaul, LLC may change this privacy policy from time to time at VehicHaul.com.