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that Third Party Service with the Services. CTS is not responsible for any disclosure, modification or deletion of such data resulting from access by any
<br />Third Party Service or its provider. Any acquisition by Customer of a Third Party Service, and any exchange of data between Customer and any Third Party
<br />Service or its provider, is solely between Customer and the applicable third-party provider. Further, CTS cannot guarantee the continued availability of any
<br />Service features that interoperate with Third Party Service, and may cease providing them without being in breach of this Agreement or entitling Customer
<br />to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party
<br />Service available for interoperation with the corresponding Service features in a manner acceptable to CTS.
<br />8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS.
<br /> 8.1 Mutual Representations. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
<br /> 8.2 Services Warranties. CTS represents and warrants that it will provide the Professional Services in a manner consistent with general industry
<br />standards reasonably applicable to the provision thereof and that the Hosted Services will conform substantially in accordance with the Documentation
<br />under normal use and circumstances. Customer’s sole remedy for breach of a warranty in this Section shall be to have CTS use commercially reasonable
<br />efforts to promptly correct, replace or provide a work around for such breach, at no charge to Customer.
<br /> 8.3 Customer Warranties. Customer represents and warrants that (a) Customer will use, and will ensure that all users use, each Service in full
<br />compliance with this Agreement, CTS’ end-user terms of use and all applicable laws and regulations; (b) Customer owns or has a license to use and has
<br />obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by any
<br />Service; (c) the provision and use of Customer Data as contemplated by this Agreement and any Service do not and shall not violate any Customer’s
<br />privacy policy, terms- of-use or other agreement to which Customer is a party or any law or regulation to which Customer is subject to; and (d) no Customer
<br />Data will includte social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers,
<br />credit report information or other personal financial information, health or medical information or other information that is subject to international, federal,
<br />state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability
<br />and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy
<br />Protection Act and the Gramm-Leach-Bliley Act.
<br /> 8.4 Disclaimer.
<br /> (a) OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION 8, CTS SOFTWARE DISCLAIMS ALL WARRANTIES, CONDITIONS, OR
<br />REPRESENTATIONS TO CUSTOMER REGARDING THIS AGREEMENT AND THE SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED,
<br />OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED
<br />WARRANTY AGAINST INFRINGEMENT, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE
<br />ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED BY CTS SOFTWARE. NO
<br />WARRANTY IS MADE THAT USE OF THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE
<br />SERVICES WILL BE CORRECTED, OR THAT THE SERVICES FUNCTIONALITY WILL MEET CUSTOMER’S REQUIREMENTS. CTS SOFTWARE
<br />DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING CTS
<br />SOFTWARE.
<br /> (b) Customer acknowledges and agrees that (i) it is solely responsible for providing and ensuring the proper training of its drivers, owners or operators in
<br />the operation of the motor vehicle or motor vehicles (i.e. any automotive machinery utilized for the transport of persons or goods), (ii) CTS shall not be liable
<br />to Customer or any other entity or individual for any claim or action including costs arising out of the use or misuse of any motor vehicle operated by or on
<br />behalf of the Customer or any such entity or individual in connection with this Agreement, including any personal injury or property damage claim or action,
<br />and (iii) Customer shall include this paragraph, or the substance thereof, in any agreements between Customer and any third party involving the Hosted
<br />Services or other CTS property.
<br />9. LIMITATION OF LIABILITY.
<br /> 9.1 Exclusion of Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER
<br />OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING
<br />LOSS OF USE, REVENUE, PROFIT, OR DATA, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
<br />OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF
<br />THE POSSIBILITY OF SUCH DAMAGES.
<br /> 9.2 Liability Cap. EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.3, IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR
<br />RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
<br />OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO CTS SOFTWARE PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12)
<br />MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
<br /> 9.3 Exceptions. The exclusions and limitations in Section 9.1 and Section 9.2 will not apply to: (a) damages or other liabilities arising out of or relating to
<br />a party’s failure to comply with its obligations under Section 6 (Non-Disclosure and Confidentiality); or (b) a party’s obligations under Section 10
<br />(Indemnification) or (c) provisions of this section do not apply to improper disclosure of client data or data breaches.
<br />10. RESERVED.
<br />11. TERM AND TERMINATION.
<br /> 11.1
<br />Term . This Agreement will commence on the Effective Date and will continue until the time which the last active Order has terminated or expired.
<br />The term of each Order will be specified in the applicable Order.
<br /> (a) Termination. Without prejudice to any other remedies and in addition to any other termination rights herein, this Agreement may be terminated by
<br />either party if the other party commits a material breach of this Agreement and such breach remains uncured 30 days after written notice of such breach is
<br />delivered to such other party, with a material breach including Customer’s failure to pay, when due, any fees due to CTS
<br /> 11.2 Effect of Termination or Expiration. Upon termination of this Agreement for any reason: (a) all Orders hereunder will terminate, and all rights and
<br />licenses granted by CTS hereunder to Customer will immediately cease; and (b) Customer will immediately cease use of any Services and, within thirty (30)
<br />Cost Proposal
<br />TripMaster by CTS Software - Quote # 4564 v6 10 / 14
<br />Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6
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