Beon Terms Of Service

These Beon Terms of Service (“Terms”) are between Transportation Insight, LLC or one of its Affiliates (together, “TI,” “Our,” “We,” “Us” or similar terms) and the User (“User,” “You,” “Your” or similar terms) who accesses and/or uses the Beon Solutions (as defined below). These Terms govern User’s subscription to the Beon Solutions and constitute a binding contract in connection with any use of the Beon Solutions. By checking or clicking any acceptance boxes, You hereby (i) accept these Terms and agree to be bound by them; and (ii) represent and warrant to TI that (a) You have the authority to enter into these Terms; (b) these Terms are binding and enforceable against You; and (c) to the extent an individual is accepting these Terms on behalf of an entity, such individual has the right and authority to agree to all the terms set forth herein on behalf of such entity. “Affiliate” is defined as a party controlling, controlled by, or under common control with TI, where “control” means the power to direct, manage, oversee and/or restrict the affairs, business or assets of a person or entity.

In some instances, both these Terms and separate terms setting forth additional concerns may apply to a service or product offered to You, including but not limited to, the Privacy Policy, the Customer Terms and Conditions, and the Beon Rewards Terms and Conditions (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, these Terms will control unless the Additional Terms expressly stated otherwise.

Each of TI or User is sometimes described in these Terms as a “Party” and together, “Parties,” which Parties agree as follows:

1. Grant of Rights and License.

1.1. Scope of Agreement. These Terms govern Your use of (i) TMS Lite, LTL, TMS Business, and Parcel TMS (collectively, “Beon Shipper”); (ii) Beon Mobile, Beon Portal, and Fleet Management System (collectively, “Beon Carrier”), (iii) Beon Insight; (iv) Beon Commerce, and (v) Beon Rewards (Beon Shipper, Beon Carrier, Beon Insight, Beon Commerce, and Beon Rewards are collectively referred to as the “Beon Solutions”).

1.2. Related Services and Products. As an active User subscribing to the Beon Solutions under these Terms, during the Subscription Term You may receive and/or subscribe to other related services, software tools and/or applications from TI, such as support services (“TI Support”).

1.3. Documentation. All use of the Beon Solutions shall be in accordance with Our then-current published documentation such as technical user guides, installation instructions, articles or similar documentation specifying the functionalities of the Beon Solutions and made available by Us to You (“Documentation”).

1.4. Grant of Rights to Beon Solutions. Subject to the terms and conditions of these Terms, We hereby grant You a worldwide, non-transferable, non-exclusive right to use the Beon Solutions, as they may be updated from time to time during the Subscription Term, solely in support of Your internal business security and operation, in accordance with the Documentation describing the permissible use of the Beon Solutions.

1.5. Other Services. If You decide to enable, access or use third-party products, applications, services, software, networks or other systems, and/or information which may be linked to the Beon Solutions through Our open APIs (collectively, “Other Services”), including integrating such Other Services directly to Your instance of the Beon Solutions, be advised that Your access and use of such Other Services is governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data or any interaction between You and the provider of such Other Services, or any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services. You may be required to register for or log into such Other Services on their respective websites. By enabling any Other Services, You expressly permit Us to disclose Your login as well as User Data to such Other Services as necessary to facilitate Your enablement and use of such Other Services.

2. Restrictions. Except as expressly authorized by these Terms, You may not do, or allow or enable another party to do, any of the following: (i) modify, disclose, alter, translate, or create derivative works of, the Beon Solutions (or any components thereof) or any accompanying Documentation; (ii) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Beon Solutions (or any components thereof) or any Documentation; (iii) knowingly use the Beon Solutions other than as permitted under these Terms, as directly related to Your internal business operations and in conformity with the Documentation, and not otherwise use the Beon Solutions for any other commercial or business use, including without limitation offering any portion of the Beon Solutions as benefits or services to third parties; (iv) knowingly use the Beon Solutions in violation of any laws or regulations, including, without limitation, to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party privacy rights; (v) knowingly use the Beon Solutions to store, transmit, or test for any viruses, software routines or other code designed to permit unauthorized access, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (vi) probe, scan, or test the efficacy or vulnerability of the Beon Solutions, or take any action in an effort to circumvent or undermine the Beon Solutions; (vii) attempt or actually disassemble, decompile, or reverse engineer, copy, frame, or mirror any part or content of the Beon Solutions, or otherwise derive any of the Beon Solutions’ source code; (viii) access, test, and/or use the Beon Solutions in any way to build a competitive product or service, or copy any features or functions of the Beon Solutions; (ix) intentionally interfere with or disrupt the integrity or performance of the Beon Solutions; (x) attempt to gain unauthorized access to the Beon Solutions or their related systems or networks; (xi) fail to maintain all copyright, trademark and proprietary notices on the Beon Solutions and any permitted copy thereof.

3. Accounts.

3.1. Account Creation. In order to access some features of the Beon Solutions, You have to register and create an individual account, whether directly for yourself or through Your entity (“Account”). When creating Your Account, You agree to provide accurate and complete information. Usernames and passwords must be personal and unique that do not violate the rights of any person or entity. We may reject the use of any password, username, or email address for any reason in our sole discretion. You are solely responsible for Your registration information and for updating and maintaining it.

3.2. Account Security. You are solely responsible and liable for the security and confidentiality of Your Account credentials and for all activity under Your Account. You agree to restrict access to Your Account so that others may not access any password protected portion of the Solution using Your Account. You will immediately notify Us of any unauthorized use of Your Account, password, or username, or any other breach of security and comply with any instructions from Us regarding the security of Your Account..

3.3. Additional Account Obligations. Accounts may only be set up by an authorized representative of the individual that is the subject of the account and who is of the age of majority. For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate, without notice. You will not sell, transfer, or assign Your Account or any Account rights. If You violate this Section 3, We may suspend or terminate Your Account or bring other legal action against You. You agree to indemnify Us from any losses as a result of Your violation of this Section 3. We will not be liable for any loss or damage (of any kind and under any legal theory) to You or any third party arising from Your inability or failure for any reason to comply with the foregoing obligations under this Section 3.

4. Billing, Payments, and Solutions Upgrade.

4.1. Fees for Paid Solutions. Some of Our Beon Solutions are offered for a fee, including but not limited to, TMS Business, Beon Insight, and Beon Commerce (collectively, “Paid Solutions”). TI may also offer certain solutions as an add-on to the Paid Solutions (collectively, “Add-On Solutions”) This Section 4 applies to any purchase subscriptions to the Paid Solutions and Add-On Solutions. By using a Paid Solution or an Add-On Solution, You agree to pay the specified fees as described in Our invoice to You. Your subscription of the Paid Solution or Add-On Solution begins on Your purchase date (“Subscription”), and We will invoice you in an automatically-renewing interval, on a pre-pay basis until You cancel Your Subscription as specified in Section 13. All payments due for a Paid Solution or Add-On Solution will be made in U.S. Dollars by check, ACH or credit card or any other payment method as designated by TI, in immediately available funds to the applicable account designated by Us. Unless otherwise agreed by the Parties, no refunds or credits for paid fees will be issued to You.

4.2. Taxes. You will be responsible for and pay all sales and similar taxes and all license fees and similar fees levied upon the provision of the Beon Solutions provided under these Terms, excluding only taxes based solely on Our net income. You will indemnify and hold Us harmless from and against any and all such taxes and related amounts levied upon the provision of the Beon Solutions and any costs associated with the collection or withholding thereof, including penalties and interest.

4.3. Solutions Upgrade. If You use one of Our Beon Solutions that are free of charge and choose to upgrade to one of the Paid Solutions, You must contact the relevant TI support team member. In order to upgrade to a Paid Solution, You must pay the designated fees associated with the Paid Solution. We shall invoice You the fees associated with such Paid Solutions.

5. Data Privacy and Security.

5.1. Data Privacy. In these Terms, “Personal Information” shall have the meaning ascribed to such term in TI’s Privacy Policy. In providing You the Beon Solutions, We will (i) store, process and access Personal Information only to the extent reasonably necessary to provide You the Beon Solutions, and to improve the Beon Solutions; and (ii) implement and maintain commercially reasonable technical, physical, and organizational measures to protect the security, confidentiality, and integrity of Personal Information hosted by Us or Our authorized third-party service providers from unauthorized access, use, alteration, or disclosure. TI will process any Personal Information in accordance with these Terms and Our Privacy Policy, which is incorporated by reference into these Terms.

5.2. Anonymized Data. Notwithstanding anything to the contrary in these Terms, We may monitor, collect, use, and store anonymous and aggregate statistics and/or data regarding the use of the Beon Solutions (including, but not limited to, improving the Beon Solutions and creating new features) and such anonymized and aggregated shall specifically not contain any Personal Information (“Anonymized Data”). Such Anonymized Data shall be owned by TI and used for TI’s business purposes.

5.3. Data Breaches. TI will promptly notify You of any actual or suspected security breach, unauthorized access, misappropriation, loss, damage. or other compromise of the security, confidentiality, or integrity of Your Personal Information processed by TI or a subprocessor (“Security Breach”). Upon discovery of any Security Breach, TI shall: (i) take reasonable steps to mitigate the harm to the individuals whose Personal Information is affected and prevent any further Security Breach; and (ii) provide You with full and prompt cooperation and assistance in relation to any notifications that You are required to make as a result of the Security Breach.

6. Location-Based Features. If GPS, geo-location, or other location-based features are enabled on the device where Beon Solutions is accessed, including the Mobile App (as defined in the Additional Carrier Terms), You acknowledge that Your device location may be tracked and may be shared with others consistent with the Privacy Policy. In addition, if You use our Wi-Fi services or the Wi-Fi services of a third party we work with, Your device may be tracked when You use that service, even when You have location-awareness turned off on Your device. The location-based services offered in connection with the Beon Solutions, are for individual use only and should not be used or relied on in any situation in which the failure or inaccuracy of use of the location-based services could lead directly to death, personal injury, or physical or property damage. Use location-based services at Your own risk as location data may not be accurate.

7. Ownership and Reservation of Rights.

7.1. User IP. As between the Parties, You reserve all right, title, and interest in and to Personal Information and all Intellectual Property Rights embodied in Personal Information (collectively, the “User IP”).

7.2. TI IP. As between the Parties, We reserve all right, title, and interest in and to the Beon Solutions (and any and all modifications to or derivative works of the Beon Solutions), the User Data, and any and all Intellectual Property Rights embodied in the Beon Solutions and User Data (collectively, the “TI IP”). “User Data” means all data and information associated which is uploaded to, processed by, generated by, and/or stored within the Beon Solutions.

7.3. Reservation of Rights. Each Party reserves all rights not expressly granted in these Terms, and no licenses are granted by one Party to the other Party under these Terms, whether by implication, estoppel or otherwise, except as expressly set forth in these Terms. For the purpose of these Terms, “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

8. Confidentiality.

8.1. Definition. “Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) concerning or related to these Terms or the Disclosing Party that is marked as confidential or proprietary, or that the Receiving Party knows or reasonably should know is confidential information of the Disclosing Party given the facts and circumstances surrounding the disclosure of the information by the Disclosing Party. Confidential Information includes, but is not limited to, the terms and conditions of these Terms, as well as all proprietary and/or non-public technical, business, commercial, financial, and/or legal information, such as, without limitation, any and all Beon Solutions information generally shared with User and as specifically related to User, business plans, product information, pricing, financial plans, know how, User Accounts, User information, strategies, and other similar information.

8.2. Obligations. The Receiving Party will maintain in confidence, during the term of these Terms and for three (3) years following the effective date of termination of these Terms, the Confidential Information, and will not use such Confidential Information except as expressly permitted in these Terms (provided that Confidential Information defined as a trade secret under any applicable law shall be maintained in confidence so long as it retains its confidentiality status under such laws). The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under these Terms, and the Receiving Party will only disclose Confidential Information to its directors, officers, employees, and/or contractors who have a need to know such Confidential Information in order to perform their duties under these Terms. Provided, however, that each Party may disclose the terms and conditions of these Terms: (i) to legal counsel of such Party; (ii) to such Party’s accountants, banks, financing sources, and their advisors; (iii) in connection with the enforcement of these Terms or rights under these Terms; or (iv) in connection with an actual or proposed merger, acquisition, or similar transaction.

8.3. Exceptions. Confidential Information will not include information that: (i) is in or enters the public domain without breach of these Terms through no fault of the Receiving Party; (ii) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (iii) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without use of or reference to, the Confidential Information; or (iv) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. In addition, the Receiving Party may disclose Confidential Information that it is required to disclose by law, or by a subpoena or order issued by a court of competent jurisdiction (each, an “Order”), and where such Order is shown the Receiving Party shall: (a) give the Disclosing Party written notice of the Order within 24 hours after receiving it; and (b) cooperate fully with the Disclosing Party, at the Disclosing Party’s expense, before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to disclosure of the information required by the Order and seek a protective order or other appropriate relief. In the event of any dispute between the Parties as to whether specific information is within one or more of the exceptions set forth in this Section 8.3, Receiving Party will bear the burden of proof, by clear and convincing evidence, that such information is within the claimed exception(s).

8.4. Remedies. The Receiving Party acknowledges that any unauthorized disclosure of Confidential Information may result in irreparable injury to the Disclosing Party, which injury could not be adequately compensated by the payment of money damages. In addition to any other legal and equitable remedies that may be available, the Disclosing Party may be entitled to seek injunctive relief against any breach or threatened breach by the Receiving Party of the confidentiality obligations hereunder, from any court of competent jurisdiction, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies, or post any bond or other security.

9. Representations, Warranties and Remedies.

9.1. General Representations and Warranties. Each Party represents and warrants the following: (i) it is validly existing and in good standing under the laws of the place of its establishment or incorporation; (ii) it has full corporate power and authority to execute, deliver, and perform its obligations under these Terms; (iii) the person signing these Terms on its behalf has been duly authorized and empowered to enter into these Terms; (iv) these Terms are valid, binding and enforceable against it in accordance with its terms; (v) it shall deliver (as to TI) and operate (as to User) the Beon Solutions in material conformity with the Documentation and the terms herein; and (v) it will perform its obligations under these Terms in accordance with applicable federal or state laws or regulations.

9.2. Conformity with Documentation. We warrant that at any point in time during the Subscription Term, the most recent release of the Beon Solutions (“Current Release”) will substantially conform in all material respects with the Documentation. TI’s obligation for non-conformity with this warranty shall be to provide You with an error-correction or workaround which corrects the reported non-conformity.

10. Indemnification Obligations.

10.1. TI Indemnity.

10.1.1. TI will indemnify You and Your directors, officers, employees, contractors, agents, or other authorized representatives (“User Indemnitees”) from and against any and all third-party claims, suits, actions, or proceedings (each a “Claim”) alleging that Your use of the Beon Solutions infringes or misappropriates a third party’s Intellectual Property Rights. TI, at its expense, will defend any such Claim by reason of Your use of the Beon Solutions as permitted hereunder, and pay damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest, and disbursements) finally awarded by a court of competent jurisdiction or included in a settlement approved by TI.

10.1.2. In the event of a Claim pursuant to Section 10.1.1, TI may, at TI’s sole option and at TI’s expense: (i) obtain for User the right to continue to exercise the license granted to User under these Terms; (ii) substitute the allegedly infringing component for an equivalent non-infringing component; or (iii) modify the Beon Solutions to make them non-infringing. If neither (i), (ii), nor (iii) is obtainable on commercially reasonable terms, TI may terminate these Terms, after providing User a reasonable time (no less than thirty (30) days) to transition to an alternative solution, unless TI determines in its reasonable discretion that such use of the Beon Solutions will likely result in infringement and in such case may terminate these Terms effective immediately with concurrent written notice to User. In the event of a termination of these Terms pursuant to this Section 10.1.2, all rights and licenses with respect to the Beon Solutions will immediately cease and TI will refund to User all prepaid fees for the paid Beon Solutions following the termination of these Terms.

10.1.3. TI’s indemnification obligations do not extend to Claims arising from or relating to: (i) any actions of any User Indemnitees; (ii) any combination of the Beon Solutions (or any portion thereof) by any User Indemnitees or any third party with any equipment, software, data, or any other materials where the infringement would not have occurred but for such combination; (iii) any modification to the Beon Solutions by any User Indemnitees or any third party where the infringement would not have occurred but for such modification; (iv) the use of any version of the Beon Solutions other than the Current Release, or use of the Current Release by any User Indemnitees or any third party in a manner contrary to these Terms where the infringement would not have occurred but for such use; or (v) the continued use of the Beon Solutions after TI has provided a substantially equivalent non-infringing software or service.

10.2. User Indemnity. User, at its sole expense, will indemnify TI and its directors, officers, employees and agents or other authorized representatives (“TI Indemnitees”) from and against any Claim, and be liable for any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) arising out of: (i) User’s infringing use of any third party’s Intellectual Property Rights; (ii) User’s uploading of data into Beon Solutions that infringes any third party’s Intellectual Property Rights; or (iii) breach or alleged breach of User’s obligations contained in these Terms.

10.3. Procedures. The indemnifying Party’s indemnification obligations under this Section 10 are conditioned upon the indemnified Party: (i) giving prompt written notice of the Claim to the indemnifying Party once the indemnified Party becomes aware of the Claim (provided that failure to provide prompt written notice to the indemnifying Party will not alleviate an indemnifying Party’s obligations under this Section 10 to the extent any associated delay does not materially prejudice or impair the defense of the related Claims); (ii) granting the indemnifying Party the option to take sole control of the defense (including granting the indemnifying Party the right to select and use counsel of its own choosing) and settlement of the Claim (except that the indemnified Party’s prior written approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of the indemnified Party); and (iii) providing reasonable cooperation to the indemnifying Party and, at the indemnifying Party’s request and expense, assistance in the defense or settlement of the Claim.

11. Limitation of Liability.

11.1. EXCEPT FOR BREACHES OF SECTION 2 (RESTRICTIONS), SECTION 8 (CONFIDENTIALITY), GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS (SECTIONS 10.1 AND 10.2), FOR WHICH THERE SHALL BE NO LIMIT, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE FEES PAID OR PAYABLE BY USER TO TI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM ARISING OUT OF THESE TERMS.

11.2. IN NO EVENT WILL TI BE LIABLE TO THE USER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF TI HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 10 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12. DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH IN SECTION 9, THE BEON SOLUTIONS ARE OFFERED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE BEON SOLUTIONS AND ACKNOWLEDGE THAT THE BEON SOLUTIONS, TO THE EXTENT APPLICABLE, MUST BE USED IN STRICT CONFORMANCE WITH THE DOCUMENTATION AND TI’S INSTRUCTIONS.

13. Term, Termination and Effect of Termination; Suspension.

13.1. Term. When You sign up for an Account and agree to these Terms, the term of these Terms will begin and will remain into effect until terminated in accordance with this Section 13 (the “Term”).

13.2. Renewal. Your Subscription for a Paid or Add-On Solution will automatically renew for each subsequent Subscription period unless You provide, sixty (60) days’ written notice prior to the end of the Term for any annual or longer Subscription and thirty (30) days’ written notice for any other Subscription, of Your desire to cancel Your Subscription.

13.3. Termination.

13.3.1. Termination for Convenience. If You use one of Our Beon Solutions that are free of charge, You may cease your use of the Beon Solution at any time and for any reason. These Terms will terminate after Your Beon Solution Account has been inactive for thirty (30) days. We may terminate these Terms with notice to You.

13.3.2. Paid and Add-On Solutions. You may terminate the Paid and Add-On Solutions as set forth in Section 13.2 of these Terms.

13.3.3. Notwithstanding the foregoing, either Party may terminate these Terms, for cause, if the other Party: (i) materially breaches these Terms and does not cure such breach within thirty (30) days after its receipt of written notice of such breach; or (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority.

13.4. Suspension. TI may, in its sole discretion, suspend Your Account and access to the Beon Solutions, for any reason, including for any unauthorized use of the Beon Solutions.

13.5. Effect of Termination. Upon any termination or expiration of these Terms: (i) all rights and licenses granted to User under these Terms will immediately terminate; (ii) Your rights to access the Beon Solutions will immediately terminate; (iii) all of Our obligations under these Terms (including, Our performance of the TI Support) will immediately cease; (iv) there will be no refund for any pre-paid fees as of the termination date (except where You terminate these Terms due to TI’s material breach or where TI terminates these Terms under Section 10.1 herein), and You will immediately pay Us any fees due and payable under these Terms as of the termination date; (v) upon receiving a written request from the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party all Confidential Information of the Disclosing Party then in its possession or destroy all copies of such Confidential Information, at the Disclosing Party’s sole discretion and direction; and (vi) You will immediately cease all use of the Beon Solutions and destroy and/or permanently delete all copies of any components of the Beon Solutions in Your possession. TI reserves the right to investigate suspected violations of User’s obligations under Section 13.3(v) herein. We may request User to confirm, in writing, that it has complied with these Sections 12.3(iv) and 12.3(v). Notwithstanding any terms to the contrary in these Terms, Sections 2(viii), 4, 7, 8, 9.2, 10, 11, 13.5, and 14 will survive any termination of these Terms.

14. General Provisions.

14.1. Entire Agreement. These Terms, any Additional Terms incorporated by reference in these Terms, and the pricing and delivery terms contained in any proforma invoice, invoice, and/or order acknowledgement set forth the complete and entire agreement and understanding of the Parties relating to Your use of the Beon Solutions, and the Parties herein expressly agree that these Terms supersede all prior or contemporaneous potentially or actually conflicting terms in agreements, proposals, negotiations, conversations, discussions and/or understandings, whether written or oral, with respect to such subject matter and all past dealing or industry customs (including without limitation any nondisclosure agreement among the Parties relating to any prior use of the Beon Solutions), excluding only any written agreement executed by TI, expressly referencing these Terms and only to the extent expressly superseding specific terms in these Terms. Any and all additional or different terms that are not expressly incorporated into these Terms are rejected. No browse-wrap, shrink-wrap, click-wrap, or additional terms and conditions not related to pricing or delivery in an ordering document that may be provided by User in connection with the Beon Solutions hereunder (“Additional Agreement”) and will constitute a part of or amend the Terms, nor will any such Additional Agreement bind TI for any purpose. All such Additional Agreements have no force and effect and are deemed rejected by TI, even if access to or use of the Beon Solutions requires affirmative acceptance of such Additional Agreements.

14.2. Independent Contractors. Neither Party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner, or partner of the other Party, and the relationship between the Parties will only be that of independent contractors. Neither Party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.

14.3. Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles. The state or federal court in Cobb County, Georgia will be the jurisdiction in which any suits should be filed if they relate to these Terms. Prior to the filing or initiation of any action or proceeding relating to these Terms, the Parties must participate in good faith mediation in Cobb County, Georgia (except an action or proceeding required to protect or enforce a Party’s Intellectual Property Rights). If a Party initiates any proceeding regarding these Terms, the prevailing Party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of these Terms.

14.4. Assignment. Neither these Terms nor any right or duty under these Terms may be transferred, assigned, or delegated by a Party, by operation of law or otherwise, without the prior written consent of the other Party and such consent shall not be unreasonably delayed or withheld. Any attempted transfer, assignment, or delegation without such consent will be void and without effect. Notwithstanding the foregoing, each Party may assign these Terms to a successor of substantially all of its business or assets, whether by merger, sale of assets, sale of stock, sale of control, reorganization, or otherwise, with written notice to the other Party, provided that such successor in interest agrees in writing to assume all of the assigning Party’s obligations under these Terms. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the Parties and their respective representatives, heirs, administrators, successors, and permitted assigns.

14.5. Export Compliance. The Beon Solutions, which We may provide or make available to You for use by Your authorized agents are subject to U.S. export control and economic sanctions laws. The Parties agree to comply with all such laws and regulations as they relate to Your access to and use of the Beon Solutions. You shall not access or use the Beon Solutions if You are located in any jurisdiction in which the provision of the Beon Solutions is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and You agree not to grant access to the Beon Solutions to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (i) You are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (ii) You are not a national of, or a company registered in, any Prohibited Jurisdiction; (iii) You shall not permit users to access or use the Beon Solutions in violation of any U.S. or other applicable export embargoes, prohibitions, or restrictions. Further, You shall comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which You and users are located. You represent that neither You nor any of Your subsidiaries is an entity that (a) is directly or indirectly owned or controlled by any person or entity currently included on the Specially Designated Nationals and Blocked Persons List or the Consolidated Sanctions List maintained by the Office of Foreign Assets Control, US Department of the Treasury (“OFAC”) or other similar list maintained by any governmental entity, or (b) is directly or indirectly owned or controlled by any person or entity that is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other governmental entity.

14.6. Amendments and Waivers. No modification, addition, or deletion, or waiver of any rights under these Terms will be binding on a Party unless made in a written agreement executed by a duly authorized representative of each Party; provided that the foregoing shall not preclude the binding effect of any modifications to the Terms by TI which solely reflect newly added TI products and services, or modifications which augment User’s rights under these Terms. No failure or delay (in whole or in part) on the part of a Party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy, and no waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law.

14.7. Notices. Any legal notice (whether these Terms expressly state “written notice” or “notice”) or communication required or permitted to be given hereunder must be in writing, signed or authorized by the Party giving notice, and may be delivered by hand, deposited with an overnight courier, sent by confirmed email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving Party, in the case of TI to [email protected] or at such other address as may hereafter be furnished in writing by either Party to the other Party. Such notice will be deemed to have been given as of the date it is delivered. Notice is effective on the earlier of 5 days from being deposited for delivery or the date on the confirmed facsimile, confirmed email, or courier receipt.

14.8. Severability. If any provision of these Terms is deemed invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the Parties will negotiate in good faith to modify these Terms so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

14.9. Force Majeure. Except for payments due under these Terms for which use of the Beon Solutions has already been made, neither Party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party (a “Force Majeure Event”). However, in such event, both Parties will resume performance promptly after the cause of such delay has been removed. If a Force Majeure Event continues for a period of thirty (30) days, then either Party may, in its sole and reasonable discretion, terminate this Agreement.

FOR USERS ACCESSING BEON SHIPPER

1. Background. Certain features within Beon Shipper have additional terms or restrictions (“Additional Shipper Terms”) associated with them. These Additional Shipper Terms form a legally binding agreement between You and TI and are hereby incorporated into the Beon Terms of Service. In cases where the Additional Shipper Terms do not address specific provisions included in the Beon Terms of Service, the Beon Terms of Services will apply. Capitalized terms not used and not otherwise defined in these Additional Shipper Terms have the meaning given to those terms in the Beon Terms of Services.

2. Additional Beon Shipper Terms. By accessing Beon Shipper, You agree to the Customer Terms and Conditions, which are incorporated by reference into these the Beon Terms of Service.

FOR USERS ACCESSING BEON CARRIER

1. Background. Certain features within Beon Carrier have additional terms or restrictions (“Additional Carrier Terms”) associated with them. These Additional Carrier Terms form a legally binding agreement between You and TI and are hereby incorporated into the Beon Terms of Service. In cases where the Additional Carrier Terms do not address specific provisions included in the Beon Terms of Service, the Beon Terms of Services will apply. Capitalized terms not used and not otherwise defined in these Additional Carrier Terms have the meaning given to those terms in the Beon Terms of Services.

2. Mobile App License. Subject to the terms and conditions of these Terms, including without limitation the terms in Section 4 of these Additional Carrier Terms, We hereby grant You worldwide, non-transferable, non-exclusive, non-sublicensable license to use the Beon Solutions via Our mobile application, Beon Carrier App (the “Beon Carrier App”), during the Subscription Term. You agree to accept (and to install in the ordinary course) any updates, patches, bug fixes, and versions (collectively, the “Enhancements”) necessary for the proper function of the Beon Carrier App as released by TI from time to time, and further agree that TI shall not be responsible for the proper performance of the Beon Carrier App or security issues encountered with the Beon Carrier App related to Your failure to accept and install Enhancements in a timely manner.

3. Loyalty Program. Users of Beon Carrier may sign up for the Beon Rewards Program within the Beon Carrier App or Beon Carrier Portal. By signing up for the Beon Rewards Program, You will be subject to any such additional Beon Rewards Program Terms and Conditions. TI encourages you to read the Beon Rewards Program Terms and Conditions and to review Our Privacy Policy, which in addition to these Terms of Service, governs any information You submit in connection with the Beon Rewards Program.

4. Additional License Terms.

4.1. Terms Applicable for Apple iOS. If You are accessing or using the Beon Solutions on any Apple device, the following additional terms and conditions are applicable to You and are incorporated into these Terms by this reference:

4.1.1. You acknowledge that these Terms are entered into between You and TI and, that Apple, Inc. (“Apple”) is not a party to these Terms other than as third-party beneficiary as contemplated below.

4.1.2. Any licenses granted to You by these Additional Carrier Terms, including in Section 2, is subject to the permitted Usage Rules set forth in the App Store Terms of Service (see: http://www.apple.com/legal/itunes/us/terms.html) and any third-party terms of agreement applicable to the Mobile App.

4.1.3. You acknowledge that TI, and not Apple, is responsible for providing the Mobile App.

4.1.4. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to You with respect to the Mobile App.

4.1.5. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile App.

4.1.6. Notwithstanding anything to the contrary herein, and subject to the terms and conditions in these Terms, You acknowledge that, solely as between Apple and TI, TI, and not Apple is responsible for addressing any claims You may have relating to the App, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims; (ii) any claim that the Mobile App fails to confirm to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

4.1.7. Further, You agree that if the Mobile App, or Your possession and use of the Mobile App, infringes on a third party’s intellectual property rights, You will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.

4.1.8. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon Your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as a third-party beneficiary thereof.

4.1.9. When using the Mobile App, You agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Mobile App.

4.1.10. Your use of real time route guidance on the Mobile App is at your sole risk. Location data may not be accurate.

4.2. Terms Applicable for Android Devices. If the Beon Solutions is provided to You through Google, Inc.’s (Google, Inc. together with all of its affiliates, “Google”) Google Play Store, the following terms and conditions are applicable to You and are incorporated into these Terms by this reference:

4.2.1. You acknowledge that Google is not responsible for providing support services for the Beon Solutions;

4.2.2. If any of the terms and conditions in these Terms are inconsistent with the Google Play Development Distribution Agreement (the current version as of the date of this Agreement is located at: https://play.google.com/about/developer-distribution-agreement.html, the terms and conditions of Google’s Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.