This End User License Agreement (“License” or “EULA”) is made between Route One Go Inc., a Delaware corporation (“Route One”), and you (the licensee of this software and the individual users). No distributor of the downloadable mobile application version of the software is a party to this License.

This License applies to the downloadable mobile app known as Route One app (“Software”) and the web-based platform that allows tracking of each unit (e.g., unit) using the Software (“Service”). The Software and Service are licensed to freight carriers for use by and with their drivers (collectively “you” or “Licensee”). The Software tracks the real-time location of your units.

WHEN YOU DOWNLOAD, INSTALL OR USE THE SOFTWARE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS LICENSE AND PRIVACY POLICY. IF YOU DO NOT AGREE TO THIS LICENSE AND PRIVACY POLICY, YOU MAY NOT USE THE SOFTWARE.

1. GRANT OF RIGHTS.

Subject to your complete and ongoing compliance with all the terms and conditions of this License (“Terms”), Route One grants you (1) a limited, non-exclusive, non-transferable, revocable license, without the right of sublicense, to install and use the authorized number of copies of the Software for each month that you have paid for in advance (one copy used in each unit) solely in machine-readable form and solely for your use for lawful purposes, on the authorized number of compatible mobile devices that you or your drivers own or control, and (2) right to access and use the Service and its contents.

(a) License, Ownership and Copyright

Route One owns the Software. The Software and Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is being licensed subject to the terms and conditions of this Agreement; the Software is not being sold. All title and intellectual property rights in and to the Software (including but not limited to any source, object and executable code, images, data, animations, video, audio, text and "applets," incorporated into the Software), and any copies of the Software, are owned by Route One. All rights not expressly granted to Licensee under this Agreement are reserved by Route One. All title and intellectual property rights in and to the content or data which may be accessed through use of the Software are the property rights of the respective content or data owner and may be protected by applicable copyright or other intellectual property laws and treaties. This License Agreement grants Licensee no rights to access or use such content or data.

(b) Use Restrictions.

You may not: copy, sell, rent, sublicense, assign, modify, publicly display or distribute, or make a derivative work from the Software or Service.

The Software contains valuable trade secrets owned by Route One.

To the extent permitted by applicable law, you may not:

1. reverse engineer, decompile, recompile or otherwise access the Software or Service source code;
2. use the Software or Service on behalf of others or allow any third party to access the Software.

The Software and Service allow communications to be sent between you and your drivers so you and your drivers may not send SPAM or otherwise duplicative or unsolicited messages in violation of applicable laws; send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material which violates privacy rights; send or store material containing viruses or other harmful computer code; interfere with or disrupt the integrity or performance of the Software or Service; or attempt to gain unauthorized access to the Software.

Notwithstanding the foregoing, or any statement to the contrary herein, portions of the Software may include open source components and associated notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Licensee hereby agrees to be bound by and fully comply with all such licenses, and any licenses granted hereunder shall not alter any duties or obligations Licensee may have under such open source licenses.

(c) Reservation of Rights.

You acknowledge and agree that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest either in the Software or the Service under this Agreement, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company reserves and shall retain its entire right, title, and interest in and to the Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

2. COLLECTION AND USE OF YOUR INFORMATION.

You acknowledge that when you download, install, or use the Software or Service, Route One may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Software or Service. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Software or certain of its features or functionality, and the Software may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Software and Service is subject to our Privacy Policy https://www.routeonego.com/privacy-policy. By downloading, installing, using, and providing information to or through this Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Location-Based Data.

The primary purpose of the Software and Service is for a carrier to track its units. By logging into the Software, you authorize Route One to access your location and report it in the Service. You agree and acknowledge that:

1. location data Route One collects from you is directly relevant to your use of the Software and Service; and
2. Route One may, for so long as your drivers allow, provide drivers' locations to the Service so that they may be monitored by you, as the carrier.

If you choose to disable the Software, you will not be able to effectively use the Service.

PLEASE BE AWARE OF THE FACT THAT LOCATION DATA MAY NOT ALWAYS BE ACCURATE AND ROUTE ONE DISCLAIMS ANY AND ALL WARRANTIES RELATED TO LOCATION DATA.

If you provide data about equipment or loads, including but not limited to source and destination, contract rate, lane usage, and equipment type, you agree Route One may use that data for any analytical purposes to improve the Software and Service. If you use the Software outside the United States, you expressly consent to the transfer and processing of your data outside that jurisdiction.

3. SUPPORT AND SUBSCRIPTION SERVICES.

Route One provides subscription services for the Software under this EULA with basic support. You have rights to updates, upgrades or extensions or enhancements to the Software developed by Route One as you purchase Route One subscription services. These support or subscription services are subject to the Support Services Terms.

4. THIRD-PARTY COMMUNICATIONS SYSTEMS.

In order to use the Software and Service, you must use third party communication systems such as mobile phones or similar devices and their related wireless service.

ROUTE ONE HAS NO RESPONSIBILITY FOR THE AVAILABILITY, QUALITY OR PERFORMANCE OF THIRD-PARTY COMMUNICATIONS SYSTEMS OR EQUIPMENT FURNISHED BY COMMUNICATIONS CARRIERS.

5. UPDATES.

Route One may from time to time in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Route One has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

1. the Software will automatically download and install all available Updates; or
2. you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Software or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Software and be subject to all terms and conditions of this Agreement.

6. TERM AND TERMINATION.

1. The term of Agreement commences when you download or install the Software and will continue in effect until terminated by you or Route One as set forth in this Section.
2. You may terminate this Agreement by deleting the Software and all copies thereof from your Mobile Device.
3. Route One may terminate this Agreement at any time without notice if it ceases to support the Software and Service, which Route One may do in its sole discretion.
4. This Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
5. Upon termination:
1. all rights granted to you under this Agreement will also terminate; and
2. you must cease all use of the Software and Service and delete all copies of the Software from your Mobile Device and account.
6. Termination will not limit any of Route One's rights or remedies at law or in equity.

7. DISCLAIMER OF WARRANTIES.

THE SOFTWARE IS PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ROUTE ONE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ROUTE ONE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

8. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ROUTE ONE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICE FOR:

1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE or MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR ROUTE ONE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

9. INDEMNIFICATION.

You agree to indemnify, defend and hold harmless Route One and its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees arising from or relating to your use or misuse of the Software or Service, or your breach of this Agreement, any applicable law or regulation, or the rights of any third parties related to the use of the Software or Service.

10. GOVERNING LAW AND ARBITRATION.

This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Software and the Service shall be instituted exclusively in the federal courts of the United States or the chancery courts of the State of Delaware in each case located in the City of Wilmington and the New Castle County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

11. AUTHORITY.

By accepting this License and using the Software and Service, you acknowledge and confirm that you are a bona fide shipper, third-party logistics provider, freight forwarder, intermodal or rail company or motor carrier of legal age to operate and to enter into this License.

12. U.S. GOVERNMENT RIGHTS.

The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

13. INTERNATIONAL USE.

The Software and Services are based in the State of Delaware in the United States and provided for access and use by persons located in the United States. You acknowledge that you may not be able to access all or some of the Software and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Software and Services from outside the United States, you are responsible for compliance with local laws. Route One makes no representations that the Software or Service is appropriate in locations outside the United States.

14. MISCELLANEOUS.

1. Entire Agreement. This License is the entire agreement between you and Route One, and supersedes any and all prior agreements, negotiations, or other communications between you and Route One, whether oral or written, with respect to the subject matter of this License.
2. Export Regulation. The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software without the prior written consent of Route One to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
3. Severability. In the event that any provision of this License is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this License; and (b) the validity and enforceability of all of the other provisions, shall in no way be affected or impaired by that change.
4. Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided in this License or by law shall not constitute a waiver of that right, power or remedy. Route One's waiver of any obligation or breach of this License shall not operate as a waiver of any other obligation or subsequent breach of the License. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.