END USER LICENSE AGREEMENT

On Time Software Systems Inc
OnTime Dispatch

Last Updated: December 24, 2024

This End User License Agreement ("Agreement") is a legal contract between you ("Customer," "you," or "your") and On Time Software Systems Inc, a California corporation ("Company," "we," "us," or "our"), governing your access to and use of the OnTime Dispatch software-as-a-service platform, including all related documentation, updates, and support services (collectively, the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.

If you do not agree to these terms, do not access or use the Service.

1. DEFINITIONS

1.1 "Authorized Users" means employees, contractors, or agents of Customer who are authorized by Customer to access and use the Service under Customer's account.

1.2 "Customer Data" means all data, information, and materials submitted, uploaded, or transmitted by Customer or Authorized Users to the Service.

1.3 "Subscription Term" means the period during which Customer has paid for and is entitled to access the Service, as specified in the applicable order or subscription.

1.4 "Documentation" means the user guides, help files, and other technical documentation provided by Company for the Service.

2. GRANT OF LICENSE

2.1 License Grant. Subject to the terms of this Agreement and payment of all applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business purposes.

2.2 Authorized Users. Customer may permit Authorized Users to access and use the Service in accordance with this Agreement. Customer is responsible for all acts and omissions of its Authorized Users.

2.3 Restrictions. Customer shall not, and shall not permit any third party to:

(a) Copy, modify, or create derivative works of the Service or any component thereof;

(b) Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service;

(d) Remove, alter, or obscure any proprietary notices on the Service;

(e) Use the Service to develop a competing product or service;

(f) Use the Service in violation of any applicable law or regulation;

(g) Transmit any viruses, malware, or other malicious code through the Service;

(h) Interfere with or disrupt the integrity or performance of the Service;

(i) Attempt to gain unauthorized access to the Service or its related systems;

(j) Use the Service to store or transmit infringing, libelous, or otherwise unlawful material;

(k) Use the Service beyond the scope of the license granted herein.

3. SUBSCRIPTION AND FEES

3.1 Subscription Terms. The Service is offered on a monthly or annual subscription basis, as selected by Customer at the time of purchase.

3.2 Fees. Customer agrees to pay all fees specified at the time of subscription. All fees are quoted and payable in U.S. dollars unless otherwise specified.

3.3 Payment. Fees are due in advance of each Subscription Term. Customer authorizes Company to charge the payment method on file for all applicable fees.

3.4 Auto-Renewal. Subscriptions automatically renew at the end of each Subscription Term for successive terms of the same duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

3.5 Price Changes. Company reserves the right to change subscription fees upon renewal. Company will provide Customer with at least thirty (30) days' prior written notice of any fee increase. The new fees will take effect at the start of the next Subscription Term following the notice period.

3.6 Taxes. All fees are exclusive of taxes. Customer is responsible for all applicable sales, use, value-added, or other taxes, excluding taxes based on Company's net income.

4. REFUND POLICY

4.1 No Refunds. All fees paid are non-refundable. This includes, without limitation, fees for unused portions of a Subscription Term and fees paid prior to cancellation or termination.

4.2 Discretionary Credits. Company may, in its sole discretion, issue account credits or refunds in exceptional circumstances. Any such credits or refunds are made on a case-by-case basis and do not establish any right or expectation of future credits or refunds.

5. CUSTOMER DATA

5.1 Ownership. As between Customer and Company, Customer retains all right, title, and interest in and to Customer Data.

5.2 License to Customer Data. Customer grants Company a limited, non-exclusive license to access, use, process, and transmit Customer Data solely to provide the Service and as otherwise described in this Agreement and the Privacy Policy.

5.3 Data Security. Company will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, disclosure, or destruction.

5.4 Data Portability. Upon written request made within thirty (30) days following termination of this Agreement, Company will make Customer Data available to Customer for export in a standard format. After such period, Company may delete Customer Data in accordance with its data retention policies.

5.5 Backup. While Company performs regular backups of Customer Data, Customer is solely responsible for maintaining independent backup copies of Customer Data.

6. PROPRIETARY RIGHTS

6.1 Company Ownership. Company retains all right, title, and interest in and to the Service, including all software, technology, documentation, and intellectual property embodied therein. This Agreement does not convey to Customer any ownership interest in or to the Service.

6.2 Feedback. If Customer provides any suggestions, ideas, or feedback regarding the Service ("Feedback"), Company may use such Feedback without restriction or obligation to Customer.

6.3 Aggregated Data. Company may collect and use aggregated, anonymized data derived from Customer's use of the Service for purposes of improving the Service, conducting research, and generating industry benchmarks, provided such data does not identify Customer or any individual.

7. THIRD-PARTY INTEGRATIONS

7.1 Third-Party Services. The Service may integrate with or provide access to third-party services, including but not limited to QuickBooks, payment processors, and electronic logging devices. Customer's use of any third-party service is subject to that third party's terms of service and privacy policy.

7.2 No Endorsement. Company does not endorse or assume any responsibility for any third-party services. Company is not liable for any loss or damage arising from Customer's use of third-party services.

7.3 Customer Responsibility. Customer is responsible for maintaining valid accounts and credentials for any third-party services used in connection with the Service.

8. WARRANTIES AND DISCLAIMERS

8.1 Limited Warranty. Company warrants that during the Subscription Term, the Service will perform materially in accordance with the Documentation. Customer's sole remedy for breach of this warranty is, at Company's option, (a) repair or replacement of the non-conforming Service, or (b) termination of the Agreement and a pro-rata refund of prepaid fees for the remainder of the Subscription Term.

8.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.3 No Guarantee. Company does not warrant that the Service will be uninterrupted, error-free, or secure, or that all defects will be corrected.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Essential Purpose. THE LIMITATIONS IN THIS SECTION 9 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. INDEMNIFICATION

10.1 By Customer. Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Service in violation of this Agreement; (b) Customer Data; or (c) Customer's violation of any applicable law or regulation.

11. TERM AND TERMINATION

11.1 Term. This Agreement commences on the date Customer first accesses the Service and continues until terminated in accordance with this Section 11.

11.2 Termination for Convenience. Either party may terminate this Agreement by providing written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

11.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

11.4 Termination for Non-Payment. Company may suspend or terminate Customer's access to the Service if Customer fails to pay any fees when due.

11.5 Effect of Termination. Upon termination of this Agreement: (a) Customer's right to access and use the Service immediately ceases; (b) each party shall return or destroy all Confidential Information of the other party; and (c) Sections 4, 5.1, 6, 8.2, 9, 10, 11.5, and 12 shall survive.

12. GENERAL PROVISIONS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

12.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Los Angeles County, California. Each party consents to the personal jurisdiction of such courts.

12.3 Entire Agreement. This Agreement, together with the Privacy Policy and any order or subscription forms, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings.

12.4 Amendment. Company may modify this Agreement at any time by posting the revised terms on its website or notifying Customer by email. Customer's continued use of the Service after such modifications constitutes acceptance of the revised terms.

12.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall operate as a waiver thereof.

12.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.7 Assignment. Customer may not assign or transfer this Agreement without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.8 Notices. All notices under this Agreement shall be in writing and sent to the addresses specified herein or such other address as a party may designate. Notices to Company shall be sent to:

On Time Software Systems Inc
1174 Via Verde, Ste #1008
San Dimas, CA 91773-4401
Email: support@ontimesw.com

12.9 Force Majeure. Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet service failures.

12.10 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

12.11 Export Compliance. Customer shall comply with all applicable export laws and regulations in connection with its use of the Service.

12.12 U.S. Government Rights. If Customer is a U.S. government entity, the Service is provided as "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202.

12.13 Age Requirement. The Service is intended for users who are at least eighteen (18) years of age. By using the Service, you represent that you are at least eighteen (18) years old.

CONTACT INFORMATION

If you have any questions about this Agreement, please contact us at:

On Time Software Systems Inc
1174 Via Verde, Ste #1008
San Dimas, CA 91773-4401
Email: support@ontimesw.com
Website: www.ontimesw.com

By using the OnTime Dispatch Service, you acknowledge that you have read, understood, and agree to be bound by this End User License Agreement.