Raess Trucking Dfs User Agreement Revised
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DIGITAL FUEL SOLUTIONS, INC. This Agreement (“Agreement”) is between the User listed below and Digital Fuel Solutions, Inc, an Illinois corporation (“Company”) and on the terms, conditions and disclaimers set for herein. A.
USER FEE: The User Fee shall be as set forth in the attached Exhibit “A”.
B. USE: The Company website is offered to User and conditioned on User’s acceptance, without modification, of the terms, conditions, disclaimers, and notices contained herein. User’s use of this website constitutes its agreement to all such terms, conditions, disclaimers, and notices. C. OBLIGATIONS OF THE COMPANY/SUPPORT SERVICES: The Company shall provide to User access to the Company website to use its program, view inputted data, route trucks, schedule deliveries, access reports, and all other functions that may be offered from time to time by the Company on its Website. In addition, the Company currently provides the following for its users: double redundancy on internet connection, climate controlled room where Company servers will be hosted, back up natural gas generator for power, and 24/7 system monitoring by a professional IT service. The Company shall give one week notice if the system needs to be shut down for maintenance or other reasons. D. NON-EXCLUSIVE and LIMITATIONS ON USE: This website is for User’s non-exclusive use. User agrees that it will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works herefrom, transfer, or sell any information, software, products or services obtained from its use of the website and will not will not use the website for any unlawful or prohibited purpose. E. COPYRIGHT: The copyrights to all contents of the Company’s website are proprietary to the Company and all such rights thereto are reserved. No use of any contents of the website may be had without the prior written consent of the Company. © 2009 Digital Fuel Solutions, Inc. All rights reserved. F. SOFTWARE ON WEBSITE: All software, including without limitation all HTML code, Java, and JavaScript controls contained in the website, are owned by the Company and/or its suppliers and is protected by copyright laws. Any copying, reproduction or redistribution of the software is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. G. CONFIDENTIALITY OF INFORMATION: All information and data imputed and maintained on the website by User shall be confidential and may not be used or disclosed by the Company to any third party or used by Company for any purpose without the prior written consent of the User. In the event Company materially breaches this Section G, Company shall be responsible for actual damages only, including loss of revenues, related directly or indirectly, to such breach. H. TERMINATION: Company reserves the right to terminate, without notice, this Agreement and any support services provided herein in the event User is in breach or default of any material term of this Agreement. In addition, User may terminate this Agreement upon 30 day prior written notice to Company at Company’s business address and which shall be effective three (3) days after the notice is deposited in the US Mail with proper postage paid. 1
I. GENERAL: Company reserves the right, without prior notice to User, to change the terms, conditions, disclaimers, and notices under which the website is offered. This Agreement is governed by the laws of the State of Illinois, USA and constitutes the entire agreement between the User and Company. User hereby consents to the exclusive jurisdiction and venue of courts in Will County, Illinois, USA, in all disputes arising out of or relating to the use of the website. Use of the website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. J.
LIABILITY DISCLAIMER:
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PUBLISHED ON THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. COMPANY OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THIS WEB SITE AT ANY TIME. THE COMPANY AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL COMPANY BE LIABLE TO ANY USER OR THIRD-PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEB SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES OBTAINED THROUGH ITS WEBSITE OR FOR INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, RELATING TO INFORMATION PROVIDED OR PUBLISHED BY COMPANY OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE OR THE CONTENTS HEREOF, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Digital Fuel Solutions, Inc.
M. Raess & Son Trucking, Inc.
By: _______________________________
By: ______________________________
Its: _______________________________
Its: _______________________________
Date: _____________________________
Date: _____________________________
2
Exhibit “A” User Fee, Terms and Conditions
One Time User Licensing Fee: $15,000
Monthly User Fee: (due the first of each month) Basic Service \ $1,000 per month Billing \ $1,000 per month Pulling Data \ $15.00 per station Load Generator \ $10.00 per station
3
USER FEE: The User Fee shall be as set forth in the attached Exhibit “A”.
B. USE: The Company website is offered to User and conditioned on User’s acceptance, without modification, of the terms, conditions, disclaimers, and notices contained herein. User’s use of this website constitutes its agreement to all such terms, conditions, disclaimers, and notices. C. OBLIGATIONS OF THE COMPANY/SUPPORT SERVICES: The Company shall provide to User access to the Company website to use its program, view inputted data, route trucks, schedule deliveries, access reports, and all other functions that may be offered from time to time by the Company on its Website. In addition, the Company currently provides the following for its users: double redundancy on internet connection, climate controlled room where Company servers will be hosted, back up natural gas generator for power, and 24/7 system monitoring by a professional IT service. The Company shall give one week notice if the system needs to be shut down for maintenance or other reasons. D. NON-EXCLUSIVE and LIMITATIONS ON USE: This website is for User’s non-exclusive use. User agrees that it will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works herefrom, transfer, or sell any information, software, products or services obtained from its use of the website and will not will not use the website for any unlawful or prohibited purpose. E. COPYRIGHT: The copyrights to all contents of the Company’s website are proprietary to the Company and all such rights thereto are reserved. No use of any contents of the website may be had without the prior written consent of the Company. © 2009 Digital Fuel Solutions, Inc. All rights reserved. F. SOFTWARE ON WEBSITE: All software, including without limitation all HTML code, Java, and JavaScript controls contained in the website, are owned by the Company and/or its suppliers and is protected by copyright laws. Any copying, reproduction or redistribution of the software is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. G. CONFIDENTIALITY OF INFORMATION: All information and data imputed and maintained on the website by User shall be confidential and may not be used or disclosed by the Company to any third party or used by Company for any purpose without the prior written consent of the User. In the event Company materially breaches this Section G, Company shall be responsible for actual damages only, including loss of revenues, related directly or indirectly, to such breach. H. TERMINATION: Company reserves the right to terminate, without notice, this Agreement and any support services provided herein in the event User is in breach or default of any material term of this Agreement. In addition, User may terminate this Agreement upon 30 day prior written notice to Company at Company’s business address and which shall be effective three (3) days after the notice is deposited in the US Mail with proper postage paid. 1
I. GENERAL: Company reserves the right, without prior notice to User, to change the terms, conditions, disclaimers, and notices under which the website is offered. This Agreement is governed by the laws of the State of Illinois, USA and constitutes the entire agreement between the User and Company. User hereby consents to the exclusive jurisdiction and venue of courts in Will County, Illinois, USA, in all disputes arising out of or relating to the use of the website. Use of the website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. J.
LIABILITY DISCLAIMER:
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PUBLISHED ON THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. COMPANY OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THIS WEB SITE AT ANY TIME. THE COMPANY AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL COMPANY BE LIABLE TO ANY USER OR THIRD-PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEB SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES OBTAINED THROUGH ITS WEBSITE OR FOR INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, RELATING TO INFORMATION PROVIDED OR PUBLISHED BY COMPANY OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE OR THE CONTENTS HEREOF, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Digital Fuel Solutions, Inc.
M. Raess & Son Trucking, Inc.
By: _______________________________
By: ______________________________
Its: _______________________________
Its: _______________________________
Date: _____________________________
Date: _____________________________
2
Exhibit “A” User Fee, Terms and Conditions
One Time User Licensing Fee: $15,000
Monthly User Fee: (due the first of each month) Basic Service \ $1,000 per month Billing \ $1,000 per month Pulling Data \ $15.00 per station Load Generator \ $10.00 per station
3
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