EULA

Last updated May 24, 2024

1. Definitions. The following terms as used in the Agreement shall have the following meanings:
   1. “Agreement” means this End User License Agreement.
   2. “Authorization and Waiver” means the form of Authorization and Waiver that may be provided to Customer.
   3. “Claim” means any action, claim, proceeding, damages, award, judgment, expense and cost, including but not limited to reasonable legal fees.
   4. “Confidential Information” means information disclosed to or otherwise obtained by a party or its Representatives during the term of the Agreement (whether or not marked “confidential” or “proprietary”) relating in any way directly or indirectly to the business of the other party and its affiliates, but excludes information that: (i) was publicly available before disclosure to the receiving party; (ii) enters the public domain except as the result of breach by the receiving party; (iii) was already in the receiving party’s possession without an obligation of confidence; or (iv) is disclosed to the receiving party by a third party having a lawful right to do so.
   5. “Customer” means an individual or entity that has access to and uses Software and Services, including an Independent Driver that has access to and uses Software and Services.
   6. “End User” means either an Independent Driver, or an individual that is a Representative of a Customer that accesses or uses the Software or Services.
   7. “Improvements” means any alterations, modifications, improvements or derivatives of any of the Services or Software.
   8. “Independent Driver” means an individual that directly contracts with TAT for access to and use of the Software and Services.
   9. “Representatives” shall mean a party’s directors, officers, employees, contractors, agents, and other representatives.
   10. “Services” means the services, programs, Software or other functionality made available by TAT and its affiliates to their customer base, including but not limited to the Customer and its End Users. Services may be further described at www.tatnonprofit.org; www.le.tatnonprofit.org; www.education.truckersagainsttrafficking.org; www.trained.truckersagainsttrafficking.org or in documentation provided or made available electronically or otherwise by or for TAT or its Representatives.
   11. “Software” means TAT software installed on End User devices or otherwise provided to Customer or their respective End Users, or to which End Users are provided access as part of Services.
   12. “TAT” means Truckers Against Trafficking, a nonprofit organization that trains truck drivers to recognize and report instances of human trafficking.
   13. “Third Party Providers” means government agencies, leasing companies, third-party credential processors, and/or other third-party service providers.
   14. “Waived Information” means information required to support or permit the provisioning of the Services, including without limitation information regarding registrations, permits, licenses, inspections, taxes, credentials, fleets, End Users, and registered vehicles.
2. TAT Obligations. During the term of the Agreement, TAT shall provide to Customers and End Users, as applicable, the Services and the Software.
3. Customer Obligations. An Independent Driver shall be responsible both as a Customer and an End User under the Agreement. Customer shall be responsible and liable for all acts and omissions of the End Users and for any use of Software or Services by the End Users, including but not limited to anything that would be a breach of the Agreement if done by the Customer. Customer represents and warrants that it has the right to provide the authorizations and consents set out in Sections 6 and 10. It is the responsibility of the Customer and/or End User to check for regular updates of Software or Services.
4. Acceptable Use. Except as otherwise agreed in writing by TAT, Customer agrees on behalf of itself and the End Users to: (i) obtain permission from a vehicle lessor to electronically screen the vehicle credentials when the Customer is leasing a vehicle in which Software has been downloaded to a device; (ii) obey all applicable laws, regulations and guidance in the use of the Software and Services; (iii) use the Software or Services in vehicles registered with TAT and on devices owned or controlled by Customer, and in strict accordance with laws and policies applicable to the Services; (iv) optionally, keep TAT updated with all information regarding all vehicles permitted for driving under the Customer’s Department of Transportation number; and (v) except as expressly provided under applicable law, not circumvent any technical limitations, decode, decompile, disassemble, derive the source code or otherwise reverse engineer, copy, modify, translate, create Improvements, reproduce, republish, upload, post, transmit, or distribute in any way, the Software or Services, including via a timesharing, service bureau, or other arrangement.
5. License and Ownership. TAT hereby grants to Customer and End Users, as applicable, a personal, non-transferable and non-exclusive license to use any Software downloaded on Customer or End User devices solely to receive Services in accordance with the Agreement. All rights not expressly granted are hereby reserved by TAT. TAT retains all intellectual property rights in and to the Services and Software and retains all rights not expressly granted. To the extent Customer or End Users creates any Improvements, it hereby assigns and agrees to assign all right, title and interest in such Improvements to TAT, including but not limited to all intellectual property rights in or to such Improvements.
6. Data Retention and Privacy. TAT routinely collects retains Customer and End User data regarding Customer’s fleet operation, vehicles and End Users, including data recorded in electronic recording devices as required by applicable law. Customer on behalf of itself and its End Users authorizes TAT to collect, use, store, and disclose (including to government agencies as required by applicable law) this data and Waived Information to provide the Services, and related information, including, but not limited to, technical information about your device, system and application software, and peripherals that is gathered periodically to facilitate the provision of software updates, product support, and other services to Customer (if any) related to the Software and Services. Customer authorizes and provides a waiver (including on behalf of End Users) for Third Party Providers, and for TAT to provide such Waived Information to Third Party Providers. Customer expressly authorizes TAT to generate an Authorization and Waiver document in Customer’s and End User’s names. TAT shall comply with and have the rights set out in the Privacy Policy found at www.tatnonprofit.org/privacy-policies. In no circumstances will TAT disclose to a third party (other than to government agencies as required by law or as part of Services to Customer) any information that identifies a specific Customer, carrier, fleet, vehicle or End User, without the consent of the Customer on behalf of itself and End Users, as applicable.
7. Warranty and Disclaimer of Warranty. TAT represents and warrants that the Software and Services shall materially conform to the documentation provided by TAT. TAT’s sole responsibility and the sole remedy for breach of this warranty are to reperform the non-conforming Services, or to use commercially reasonable efforts to remedy any non-conforming Software. CUSTOMER, ON BEHALF OF ITSELF AND END USERS, EXPRESSLY AGREES THAT THE SOFTWARE AND THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AT THEIR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAT, AND TAT’S AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL GUARANTEES, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE AND SERVICES, INCLUDING BUT NOT LIMITED TO THOSE OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR THAT USE OF SOFTWARE OR SERVICES WILL ENSURE COMPLIANCE WITH ANY STATUTORY OR REGULATORY OBLIGATIONS.
8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF TAT, AND TAT’S AFFILIATES, LICENSORS, AND SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER OR END USER FOR THE SOFTWARE OR SERVICES, AS APPLICABLE, IN THE SIX (6) MONTHS PRIOR TO THE DATE THE LIABILITY AROSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAT AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR OTHER ECONOMIC LOSS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND EVEN IF TAT, AND TAT’S AFFILIATES, LICENSORS, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN THE PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY OR DEATH, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY.
9. Indemnification. Except to the extent that such Claim is subject to indemnity by Customer under this Agreement, TAT shall defend, indemnify, and hold the other party and its Representatives harmless from and against any third party Claim arising from any allegation that the Software or Services, or the use thereof by Customers infringes or misappropriates any intellectual property rights of a third party. Customer shall defend, indemnify, and hold TAT and its Representatives harmless from and against any Claim arising from: (i) bodily injury, including death, to any person or persons caused by the negligence of Customer, an End User, or their respective Representatives, as applicable; (ii) damage to or destruction of any property, including loss of use thereof and damage to the environment, caused by the negligence of Customer, an End User, or their respective Representatives, as applicable; (iii) any services or work performed by Customer, End Users or their respective Representatives, as applicable; (iv) any warranty or representation concerning the Software or Services made by Customer, or their respective Representatives, as applicable, that exceeds, is not included in, or is inconsistent with the warranties expressly provided by TAT; (v) any breach of this Agreement, including but not limited to the Customer’s representations and warranties; (vi) tickets, penalties or accidents arising from the use of vehicles; or (vii) any allegation that any non-TAT services or products, or their combination or use with the Software or Services infringes or misappropriates a third party’s intellectual property rights. The indemnified party shall immediately notify the other party upon receipt of notice of a Claim, provided that a party shall be relieved of its obligations only to the extent that failure to provide prompt notice prejudiced the ability to defend the Claim. The indemnifying party shall have full control over the defense and settlement of the Claim, and the other party shall provide information and assistance as reasonably requested by the indemnifying party, at its expense.
10. Confidentiality. A party may use the Confidential Information of the other party solely for the purpose of fulfilling obligations or exercising rights under the Agreement. Neither party shall disclose Confidential Information of the other party to another person without prior written consent, except that a party may disclose Confidential Information of the other party if disclosure is required by applicable law, by a court of competent jurisdiction or by another appropriate regulatory body, provided, however, that to the extent permitted by applicable law, such party gives the other party prompt commercially reasonable notice in writing of that disclosure to permit it to contest or limit such disclosure.
11. Term and Termination. TAT may terminate the Agreement at any time for convenience by providing ninety (90) days prior written notice. A party may terminate the Agreement on written notice if the other party has breached any material provision of the Agreement and such breach remains uncured thirty (30) days after receipt of notice detailing such breach. A party may terminate the Agreement on written notice if: (a) a receiver is appointed for the other party or its property the other party; (b) the other party makes a general assignment for the benefit of its creditors; (c) the other party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days of its commencement; or (d) the other party is liquidating or dissolving. Notwithstanding termination or expiration of the Agreement: Sections 4-8, 10, 11 and 12 (with respect to ownership) shall survive the expiration or termination of the Agreement. Upon expiration or termination of the Agreement, Customer or End User, as applicable, shall immediately discontinue, and shall cause all End Users to discontinue, all use of the Software and Services, and delete all copies of Software.
12. General. The Software is an educational item, designed and created for the purpose of informing, educating, training, providing resources and information, etc., to raise awareness about human trafficking, targets of human trafficking and signs of human trafficking, and equip individuals to take action whenever their lives intersect with such trafficking and its victims. Customer and End User agree that TAT may send notices to Customer or End User to as applicable. The general email address for TAT is info@tatnonprofit.org. The parties’ relationship is that of independent actors, and neither party shall have any right whatsoever to represent the other party, or to incur any liabilities or obligations on behalf of the other party. Customer or End User, as applicable, may not assign the Agreement, in whole or in part, without the prior written consent of TAT, which may be withheld in its sole discretion. This Agreement, together with any documents referenced herein, constitutes the entire agreement between the parties and supersedes any and all other agreements, either oral or in writing. This Agreement shall be governed by laws of the State of Colorado, without regard to its choice of law or conflicts of law principles. The parties hereby attorn and submit to the exclusive jurisdiction and venue of the courts located in the State of Colorado. If any provision of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect any other provision of the Agreement. No modification or amendment to the Agreement, nor any waiver of any rights under the Agreement, shall be effective unless signed and in writing. Failure by either party to enforce any provision of the Agreement shall not be deemed a waiver of future enforcement of that or any other provision. TAT shall not be liable for failures or delays in performing its obligations arising from any cause beyond its reasonable control, including but not limited to, acts of God, and in the event of any such delay the time for performance shall be extended for a period equal to the time lost by reason of delay. Each party acknowledges that any breach of its obligations under the Agreement with respect to the intellectual property rights, proprietary rights or confidential information of the other party will cause such party irreparable injury for which damages will be inadequate remedies at law, and such party will be entitled to seek injunctive or other equitable relief. Customer agrees to execute such documentation and provide such information and cooperation as reasonably required to give effect to this Agreement, including but limited to any waivers, authorizations or assignments.