2. OWNERSHIP

2.1. Intellectual Property. The Site contains materials that are proprietary and are protected by copyright, trademarks, service marks, patents, and other intellectual property laws and treaties.   You agree to abide by all applicable copyright and other intellectual property laws, as well as any additional proprietary rights notices or restrictions contained on the Site. You acknowledge that the Site (including the driverDOC Services) contains valuable intellectual property of driverDOC and its licensors. All present and future rights in and to any and all intellectual property or other proprietary rights of any type, including without limitation information, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to such intellectual property, will, as between you and driverDOC, at all times be and remain the sole and exclusive property of driverDOC and its licensors. Except for the rights expressly granted in these Terms, nothing will be construed or will grant, convey, transfer, assign, or imply the conveyance of rights, claims, ownership or other claim to any right or title to the Site or any other  technology, software, business processes or intellectual property of driverDOC. Any rights not expressly granted in these Terms or otherwise in writing between you and driverDOC, are reserved by driverDOC, and any unauthorized use of any intellectual property regarding the Site is strictly prohibited.

2.1.1. Trademarks. The trademarks, logos, taglines, and service marks displayed on the Site (collectively, the “Trademarks”) are registered and/or unregistered Trademarks of driverDOC and its licensors. Trademarks may not be used in any advertising or publicity, or otherwise to indicate driverDOC's sponsorship of or affiliation with any product, service, event, or organization without driverDOC's prior express written permission. 

2.1.2. Digital Millennium Copyright Act (DMCA) Requests. driverDOC respects copyright law and expects its users to do the same. If you believe that any content or material on the Site may infringe copyrights you own, please notify us at hello@driverdoc.io or by submitting a request via our Contact Us webform.

2.2. Proprietary Materials. Information, including software or other materials that may be available for downloading through the Site or third-party websites or applications (“Proprietary Materials”) is the copyrighted work of driverDOC, its licensors, and/or such other respective third-party providers. Use of the Proprietary Materials are governed by these Terms and such license and/or other terms as may be required directly of you by the third-party providers. Unauthorized reproduction or distribution of the Proprietary Materials is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted. 

2.3. Submissions of User Content.

2.3.1. Submissions. The Site may enable you to submit, post, upload, or otherwise make available (collectively, "Post") content such as questions, public messages, ideas, product feedback, comments, and other content (collectively, "User Content") that may or may not be viewable by other users. If you Post User Content, unless we indicate otherwise, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to view, copy, access, store, or reproduce such User Content for that user’s personal use. You grant us the right to use the name and other information about you that you submit in connection with such User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you Post; (b) the User Content you Post is truthful and accurate; and (c) use of the User Content you Post does not violate these Terms or any applicable laws. For the avoidance of doubt, User Content does not include any document or other data a Customer or User uploads for processing by any driverDOC Service account environment.

2.3.2. Screening & Removal. You acknowledge and agree that we may or may not, at our discretion, pre-screen User Content before its appearance on the Site, but that we have no obligation to do so. You further acknowledge and agree that we reserve the right (but do not assume any obligation) in our sole discretion to reject, move, edit, or remove any User Content that is Posted to the Site. Without limiting the foregoing, we have the right to remove any User Content that violates these Terms or is otherwise objectionable in our sole discretion. You acknowledge and agree that we do not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.

2.4. Data and Privacy. You are solely responsible for data that you provide or use in respect of the Site (includingdriverDOC Services), including compliance with any regulations, laws, or conventions applicable to such data and use. You acknowledge your understanding and hereby provide your consent to driverDOC’s processing of such data in accordance with the driverDOC Privacy Policy (https://www.driverdoc.io/privacy-policy). Additional personal data processing terms and restrictions may apply with respect to driverDOC Services, as set forth in Section 4 below.

4. TERMS FOR driverDOC SERVICES

driverDOC Services are subject to such additional terms set forth in this Section and, if applicable, the “driverDOC Services Schedules and Other Schedule of Terms” for Integration and Developer Plan Customers and Service End Users provided to you by us if you are an existing customer with an MSA (“Additional Terms”). If there is any conflict between the Terms and the Additional Terms, the Additional Terms govern regarding the driverDOC Service described therein. Additional Terms are subject to change as set forth in Section 1.2 (Updates) above.

4.1. Definitions

• “Account” means a unique account established by Customer to enable its Authorized Users to access and use a driverDOC Service.
• “Authorized User” mean an individual natural person, whether an employee, business partner, contractor, or agent of a Customer, who is registered or permitted by Customer to use the driverDOC Services pursuant to these Terms and up to any maximum number of users or uses specified at the time of purchase (where relevant). 
• “Documentation” means any and all written materials, user manuals, and other documentation and materials supplied by us and related to the driverDOC Services, excluding any software code or other information customarily subject to a commercial license, that is provided by driverDOC regarding the driverDOC Services. Documentation includes without limitation driverDOC’s then-current technical and functional documentation for the driverDOC Services.

4.2. Usage and Access Rights

4.2.1. Right to Use driverDOC Services.  Subject to these Terms, you have a limited non-exclusive, non-transferable right and license during the Term, to: (a) use the driverDOC Services; (b) implement, configure, and, through its Account Administrator(s), permit your Authorized Users to access and use the driverDOC Services up to any applicable limits or maximums in your Subscription Plan; and (c) access and use the Documentation, solely for (x) your internal business purposes, (y) and in accordance with the Additional Terms, driverDOC’s Acceptable Use Policy (https://www.driverdoc.io/acceptable-use-policy) and any other written terms provided by us from time to time governing the use of the driverDOC Services, and (z) in accordance with the Documentation we publish or otherwise provide you to support your use of the driverDOC Service.  

Any violation by you of the license provisions contained in this Section may result in the immediate termination of your right to use the driverDOC Services, as well as potential liability for copyright infringement or other claims depending on the circumstances. Customers will not, and will not permit others to, use the driverDOC Services or allow access to them in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these Terms, any applicable Subscription Plan or driverDOC’s Acceptable Use Policy (https://www.driverdoc.io/acceptable-use-policy) incorporated herein by reference.  

4.2.2. Customer Responsibilities. Customers are responsible for all use of the driverDOC Services associated with its Account; (c) Customers are solely responsible for maintaining the confidentiality of their Account names and password(s); (d) Customers agree to immediately notify driverDOC of any unauthorized use of Customer’s Account of which it becomes aware; (e) Customer agrees that driverDOC will not be liable for any losses incurred as a result of a third party's use of its Account, regardless of whether such use is with or without its knowledge and consent; (f) Customer will use the driverDOC Services for lawful purposes only and subject to these Terms. 

4.2.3. Authorized Users. Authorized Users of Customer must be identified by a unique email address and user name and two or more natural persons may not use the driverDOC Services as the same Authorized User. If the Authorized User is not an employee of Customer, use of the driverDOC Services will be allowed only if the user is under confidentiality and other obligations with Customer at least as restrictive as those in these Terms, and is accessing or using the driverDOC Services solely to support Customer’s internal business purposes.

4.2.4. Account Administrator. Customer may assign and expressly authorize an Authorized User(s) as its agent to manage Customer’s Account, and management of Customer’s Account includes, without limitation, configuring administration settings, assigning access and use authorization, requesting different or additional services, providing usage and performance records, managing templates, executing approved campaigns and events, assisting in third-party product integrations, and accepting notices, disclosures, and terms and conditions (“Account Administrator”). Customer may appoint an employee, agent or a third-party business partner or contractor to act as its Account Administrator(s) and may change its designation at any time through its Account.

4.3. Payment Terms.

4.3.1. Subscription Plan. The prices and features of the driverDOC Services and other of our fee-based Sites are subject to then-current purchase options or entitlements offered by driverDOC in its sole and absolute discretion (“Subscription Plan”). Subscription Plans may be generally published on our website, set forth in our order form indicating the price and entitlement units available for purchase (“Order Form”), or offered to you via email or through in-product communications. Details regarding a purchased Subscription Plan, including entitlement units and overage fees (if usage-based), usage metrics, and other use and plan related information may be viewable through the administrative console of the driverDOC Service (see Documentation for the applicable driverDOC Service to confirm if this feature is available), or otherwise may be requested by you through contacting us at hello@driverdoc.io or by submitting a request via our Contact Us webform. We reserve the right to change the prices for or alter the options to Subscription Plans available for purchase without prior notice.  

4.3.2. Renewals. If you purchase a Subscription Plan you agree to pay the then-current fee associated with the Subscription Plan, and understand it will automatically renew for the same time period (“Renewal Term”) unless: (a) you cancel your Subscription Plan or terminate your Account at least thirty (30) business days in advance of the end of the then-current Subscription term; (b) you set your Account not to auto-renew through the administrative console in the driverDOC Service (if such capability is available) or by contacting us at hello@driverdoc.io or by submitting a request via our Contact Us webform; (c) we terminate your Subscription Plan or Account in accordance with the Terms;  (d) we decline to renew your Subscription Plan; or (e) these Terms are terminated by either party as otherwise permitted in these Terms, prior to the end of the then-current period of the Subscription Plan (“Subscription Term”).

4.3.3. Promotional Codes. We may offer promotional codes for use with a Subscription Plan from time to time in our sole discretion. Promotional codes offered by us may only be used for your initial Subscription Term unless expressly indicated otherwise in your Subscription Plan details. If you purchased your initial Subscription Plan with a promotional code, each Renewal Term will be charged at the original, non-discounted price of the Subscription Plan initially ordered. If your Subscription Plan and subsequent Renewal Term terminates or expires for any reason, the promotional code may not be applied to any other Subscription Plan you purchase.

4.3.4. Overages. We may charge overage fees for use or access of the driverDOC Service when your use and/or access exceeds entitlement units purchased with your Subscription Plan. For any usage-based Subscription Plan you purchase, you will be invoiced on a monthly basis for any usage over the purchased entitlement units (“Overage”), if any, incurred during the preceding month.  Overage fees are billed in arrears at the per unit fee indicated in the Subscription Plan in effect at the time such Overage occurred. Overage fees are due and payable immediately upon invoice, and you will be charged the payment method associated with your Account automatically at time of invoice. Late payments for Overages, including due to an invalid payment method being on file or any other reason,  may result in interest charges at our sole discretion.  

4.3.5. No Refunds. CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AS OTHERWISE AGREED TO BY THE PARTIES. Charges for prepaid Subscription Plans will be billed to Customer in advance. Charges for per-use purchases and standard Subscription Plan charges will be billed in arrears unless otherwise specified in the Subscription Plan.

4.3.6. Recurring Charges. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You may be billed for your Subscription Plan either through the payment method you provide, such as a credit card, or through an intermediary provider such as iTunes, Google Play, or a similar app store (“App Store”). You must promptly notify us of any change in your invoicing address and must update your Account with any changes related to your payment method. BY COMPLETING PURCHASE OF A SUBSCRIPTION PLAN, YOU AUTHORIZE US AND OUR AGENT TO CHARGE YOUR PAYMENT METHOD (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES, INCLUDING FOR ANY RENEWAL TERM OF THE SUBSCRIPTION PLAN; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH YOUR USE OF A SITE UNDER A SUBSCRIPTION PLAN, INCLUDING WITHOUT LIMITATION ADD-ONS AND OVERAGE CHARGES INCLUDED IN THE SUBSCRIPTION PLAN. The Authorization continues through the applicable original Subscription Plan Term and any Renewal Term until you cancel the Subscription Plan.  

4.3.7. Late Fees & Collection Costs. If we do not receive timely payment when due, you agree to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You agree to reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. We may accept payment in any amount without prejudice to our right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to us may not be withheld or offset by you for any reason against amounts due or asserted to be due from us.

4.3.8. Invoices. We will provide billing and usage information in a format we choose, which may change from time to time. We reserve the right to correct any errors or mistakes that we determine even if we have already issued an invoice or received payment. You will notify us about any billing issues (including disputed amounts owed) within thirty (30) days after they first appear on your invoice. If you do not bring such issues to our attention within the foregoing time period, your right to dispute such issues is otherwise waived.

4.3.9. Billing Cycles. Billing cycle end dates may vary depending on Subscription Plan (e.g., per use, monthly, annual, etc.) and when you purchased your Subscription Plan during a given calendar month. When a billing cycle period covers less than or more than a full month, we may make reasonable adjustments and/or prorations. We may (at our option) also accumulate charges incurred during a billing cycle (e.g. Overages) and submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay processing payment until submission of the accumulated charge(s). If these Terms expire or are terminated for any reason Customer agrees to pay driverDOC all amounts that have accrued before, and remain unpaid as of, the date of the termination or expiration, including those for the billing cycle in which termination occurs.

4.3.10. Tax Responsibility. All Subscription Plan fees are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction (collectively, “Taxes”). You are responsible for and agree to bear Taxes associated with its purchase of the Subscription Plan. If we are required to remit Taxes associated with your purchase of a Subscription Plan, we will add the amount of those Taxes, itemized where required by law, to the payment due. Taxes may be applied without notice. Taxes will not be deducted from the payments owed to us, except as required by law, in which case you will increase the amount payable as necessary so that after making all required deductions and withholdings, we receive and retain (free from any Tax liability) an amount equal to the amount we would have received had no such deductions or withholdings been made. You acknowledge and confirm that the address you provide in your Account registration is the place of supply to you for Tax purposes. If requested by us, you agree to provide to us your VAT, GST, or similar tax identification number(s) to avoid application of taxes, as applicable, and you will use the ordered Site in the location(s) in accordance with the provided VAT or GST identification number(s). The parties’ obligations under this Section (Tax Responsibility) will survive the termination or expiration of these Terms.

4.5. Free Trial and Special Offers for driverDOC Services.

4.5.1. If you register for a free trial, promotional offer, or other type of limited offer for use of driverDOC Services (“Free Trial”), you may be presented with additional terms and conditions when registering for a Free Trial, and any such additional terms and conditions are hereby incorporated into these Terms by reference and are legally binding. This Section (Free Trial and Special Offers for driverDOC Services) supersedes and applies notwithstanding any conflicting provisions with regard to access and use of a Free Trial.

4.5.2. To the fullest extent permitted under applicable laws, driverDOC reserves the right to reduce the term of a trial period or end it altogether without prior notice.

4.5.3. The version of the driverDOC Services that is available for a Free Trial may not include or allow access to all features or functions. ANY DATA THAT A CUSTOMER ENTERS INTO THE driverDOC SERVICES, AND ANY CONFIGURATIONS MADE BY OR FOR A CUSTOMER, DURING THE FREE TRIAL WILL BE PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD UNLESS THE CUSTOMER: (a) PURCHASES A SUBSCRIPTION PLAN TO driverDOC SERVICES THAT IS EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE TRIAL; OR (b) EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.

4.5.4. Notwithstanding anything to the contrary, including any other provision of these Terms (including without limitation the warranties described in Section 7 (Warranties and Disclaimers)) or any service-specific terms and conditions applicable to a particular driverDOC Service (including exhibits and attachments accompanying such schedule (“Service Schedule”)), any driverDOC Services obtained by you during a Free Trial are provided on an “AS IS” and “AS AVAILABLE” basis, and to the fullest extent provided by law, driverDOC hereby DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. 

4.5.5. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF driverDOC AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED $100 FOR THE APPLICABLE driverDOC SERVICES OBTAINED DURING A FREE TRIAL OUT OF WHICH LIABILITY AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

4.6. Term and Termination for driverDOC Services.

4.6.1. Term. The period of effectiveness of these Terms, with respect to driverDOC Services, begins on the date the Customer accepts these Terms and continues until the Customer’s Subscription Plan expires or its use of the driverDOC Services ceases (including as a result of termination in accordance with this Section 4.6 (Term and Termination for driverDOC Services), whichever is later (“Term”).

4.6.2. Suspension of Access to driverDOC Services. In accordance with these Terms, driverDOC may suspend any use of the driverDOC Services, remove any content or disable or terminate any Account or Authorized User that driverDOC reasonably and in good faith believes violates these Terms. driverDOC will use commercially reasonable efforts to notify you prior to any such suspension or disablement, unless driverDOC reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the driverDOC Services or a third party. Under circumstances where notice is delayed, driverDOC will provide the notice if and when the related restrictions in the previous sentence no longer apply.

4.6.3. We reserve the right to modify, terminate, or otherwise amend the fees and features associated with your Subscription Plan to the fullest extent permitted under applicable laws. We may also recommend that you purchase a new Subscription Plan that is comparable to your previous Subscription Plan that is ending. Before we change the fees and charges in effect, or add new fees and charges, we will give you advance notice of at least thirty (30) days. If we provide you such advance notice, unless prohibited by applicable laws, your continued use of the driverDOC Services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may terminate your Subscription Plan as described in this Section 4.6 (Term and Termination for driverDOC Services). If you accept the new Subscription Plan, its terms and conditions with these Terms will apply in the Renewal Term and thereafter.

4.6.4. Termination by Customer. You may terminate your Account at any time upon thirty (30) days’ advance written notice to driverDOC. If you wish to terminate, you must provide notice by contacting us at hello@driverdoc.io or by submitting a request via our Contact Us webform. Section 4.4.5 (No Refunds) notwithstanding, if a Customer terminates its annual Subscription Plan within the first thirty (30) days of the initial Subscription Term, it may submit a written request to driverDOC for a refund of the fees paid to driverDOC for the initial Subscription Term, which driverDOC will consider, without obligation, in good faith. driverDOC has no obligation to consider refund requests related to a termination of a Subscription Plan if the termination does not occur in the first thirty (30) days of the initial Subscription Term, or if there has been a violation of other Terms herein, or if records indicate substantial productive use took place during that period.

4.6.5. Default; Termination by driverDOC. A Customer will be in default of these Terms if: (a) it fails to timely pay any amount owed to us or an Affiliate of ours; (b) it or an Authorized User associated with its Account breaches any provision of these Terms or violates any published policy applicable to the driverDOC Services; (c) it is or becomes subject to any proceeding under the Bankruptcy Code or similar laws; or (d) if, in our sole discretion, we believe that continued use of the driverDOC Services by the Customer (or its Authorized Users or applicable end user) creates legal risk for driverDOC, presents a threat to the security of the driverDOC Services or driverDOC’s customers, or is in connection with fraudulent or other unlawful activity. If a you are in default, we may, without notice: (i) suspend your Account and use of the driverDOC Services; (ii) terminate its Account; (iii) charge reactivation fees in order to reactivate its Account; and (iv) pursue any other remedy available to us. An “Affiliate” means a legal entity that a respective party to these Terms owns, that owns such respective party or that is under common control with such respective party, where “control” and “own” mean possessing greater than 50% interest in an entity or the right to direct the management of the entity.

4.6.6. Effect of Termination. If these Terms expire or are terminated for any reason: (a) any and all of your liabilities to us that have accrued before the effective date of the expiration or termination will survive; (b) licenses and use rights granted to you with respect to the Site, including rights to any intellectual property therein or thereto, will immediately terminate in accordance with these Terms; (c) our obligation to provide any further access to the Site to you under these Terms will immediately terminate, except any such rights that are expressly to be provided following expiration or termination of these Terms; and (d) the provisions of Section 4.4.5 (No Refunds), Section 4.4.10 (Benefit Programs), Section 4.4.11 (Tax Responsibility), Section 4.5 (Free Trial and Special Offers for driverDOC Services) and of this Section, as well as provisions designated to survive under the Terms, any Service Schedules and accompanying attachments to the Terms. In the event driverDOC terminates these Terms owing to any actual or suspected fraudulent or other unlawful use by an Account owner of the driverDOC Services, notwithstanding anything contrary elsewhere in these Terms, driverDOC may retain certain information of such terminated Account and use the retained information for its internal purposes including fraud detection and prevention, dispute resolution, investigations, and legal compliance for the period necessary to fulfill the foregoing purposes. For additional information about fraud prevention with driverDOC Services, please contact us at hello@driverdoc.io or by submitting a request via our Contact Us webform.   

4.6.7. SPECIFIC CAP ON DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN (INCLUDING THE TERMS OF SECTION 9.2 (CAP ON DAMAGES)), TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF driverDOC AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO driverDOC IN THE LAST TWELVE (12) MONTHS FOR THE APPLICABLE driverDOC SERVICES OUT OF WHICH LIABILITY AROSE. The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

4.7. Data.

4.7.1. Customer Data means data uploaded by you to the driverDOC Services. Customer Data is deemed your “Confidential Information” subject to the respective confidentiality terms under Section 5.2 and 5.3 below  (“Customer Confidential Information”).

4.7.2. Personal Data Processing. You acknowledge your understanding and hereby provide consent that, except as described in these Terms or applicable Corporate Terms, the information you provide to us or that we collect will be processed and otherwise handled as described in the driverDOC Privacy Policy (https://www.driverdoc.io/privacy-policy) and with respect to the driverDOC Services, the terms set forth in the Data Protection Policy for driverDOC Services available here: https://www.driverdoc.io/data-protection-policies. For purposes of the Data Protection Attachment, all references to a Master Services Agreement or an Agreement will mean these Terms. 

4.7.2.1. Access & Disclosure. Except as described in these Terms or applicable Corporate Terms: (i) we may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g. a subpoena or other legal process); and (ii) we may also share your information in situations involving potential threats to the physical safety of any person, violations of the driverDOC Privacy Policy, the Terms, or any other of our user agreements or terms in effect; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of driverDOC, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations. 

4.7.3. Usage Data. driverDOC may collect, generate, store and use diagnostic and usage-related data, and information, or insights generated or derived from the use and operation of the driverDOC Services (“Usage Data”). driverDOC owns all right, title, and interest in Usage Data and may use it for its business purposes, including providing support for driverDOC Services, customer account management, industry analysis, benchmarking, analytics, and developing and improving its products and services. Any Usage Data that driverDOC discloses will be de-identified and aggregated. 

4.7.4. Feedback. driverDOC encourages Customer to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to driverDOC Services and related resources (“Feedback”). To the extent Customer provides Feedback, Customer grants to driverDOC and its Affiliates a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit Feedback (including by incorporation of such feedback into the driverDOC Services) without restriction. Customer shall ensure that: (a) Feedback does not identify Customer, its Affiliates, or Authorized Users, or include any Customer Data; and (b) Customer has obtained requisite authorization from any Authorized User or other third party to grant the license described herein. For the avoidance of doubt, Feedback does not constitute Customer Confidential Information.

6. TERM AND TERMINATION

6.1. Termination. Except the termination for driverDOC Services as set out in Section 4.6 (Term and Termination for driverDOC Services), you may terminate your use of the Site at any time by ceasing further use of the Site. driverDOC may terminate your use of the Site as a Website Visitor, including denying you access to the Site at our sole discretion for any reason or no reason, including for violation of these Terms. 

6.2. Effect of Termination. If these Terms expire or are terminated for any reason: (a) any and all of your liabilities to us that have accrued before the effective date of the expiration or termination will survive; (b) licenses and use rights granted to you with respect to the Site, including rights to any intellectual property therein or thereto, will immediately terminate in accordance with these Terms; (c) our obligation to provide any further access to the Site to you under these Terms will immediately terminate, except any such rights that are expressly to be provided following expiration or termination of these Terms; and (d) the provisions of Section 2 (Ownership), Section 3 (Restrictions on Use of the Site), Section 4.7 (Data), Section 5 (Confidentiality), Section 6.2 (Effect of Termination), Section 7 (Warranties and Disclaimers), Section 8 (Indemnification Obligations), Section 9 (Limitations of Liability), Section 10 (General), and Section 11 (Supplemental Terms in Certain Countries and Other Regions) will survive, as well as provisions designated to survive under any Service Schedules and accompanying attachments to these Terms.

8. INDEMNIFICATION OBLIGATIONS

8.1. You will defend, indemnify, and hold us, our Affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) your access to and use of the Site (including the driverDOC Services); (b) violation of these Terms by you or; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and substance of all documents, data, or other content uploaded by you to the Site (including the driverDOC Services); or (e) any products or services purchased or obtained by you in connection with the Site (including the driverDOC Services).

8.2. We retain the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

10. GENERAL

10.1. Third Party Content. We may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. driverDOC IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or links to third-party websites or resources on the Site.

10.2. Relationship. At all times, you and we are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of ours or are otherwise authorized to bind or commit us in any way without our prior written authorization.

10.3. Trade Restrictions. You acknowledge that the Site, any information we supply you, and any other products, services, information, documentation, software, technology, technical data, and any derivatives thereof, that driverDOC makes available pursuant to these Terms (collectively “Excluded Data”) are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories currently including, but not limited to, Cuba, the Crimea region of the Ukraine and Sudan, Iran, North Korea and Syria (“Trade Restrictions”). You represent and warrant that you are not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Site. If we determine in our sole discretion that you are actually or likely to be in violation of any representation or warranty set out in this Section, we have the right to terminate your use of and/or access to the Site immediately with or without notice to you.

10.4. Assignability. Unless such restriction is prohibited under applicable law, you may not assign your rights or obligations under these Terms without our prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. We may freely assign our rights, duties, and obligations under these Terms at any time, with or without notice to you.

10.5. Notices. Except as otherwise permitted by these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent using: (a) driverDOC Services; (b) certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in your registration information or on the Site for driverDOC, with a copy, in the case of driverDOC, to hello@driverdoc.io. You or we may change our address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given upon receipt if delivered using driverDOC Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.

10.6. Force Majeure. Except for any payment obligations, neither you nor we will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

10.7. Mandatory Arbitration, Waiver of Class Actions. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

10.7.1. You agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 10.7 (Mandatory Arbitration, Waiver of Class Actions) is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before these Terms or any prior; and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property as provided in Section 10.7.10.

10.7.2. Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with driverDOC and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER:

• Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by driverDOC that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and driverDOC, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
• Notice Requirement and Informal Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action you will contact us at hello@driverdoc.io and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to a driverDOC Services account). Except for intellectual property, you and we agree to use reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation with us, and good faith negotiations will be a condition to either party initiating a lawsuit or arbitration. After the Notice is received, you and driverDOC may attempt to resolve the claim or dispute informally. If you and driverDOC do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
• Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that driverDOC made to you prior to the initiation of arbitration, driverDOC will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
• Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
• Time Limits. If you or driverDOC pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
• Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and driverDOC, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and driverDOC.
• Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and driverDOC in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND DRIVERDOC WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
• Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. 
• Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
• Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
• Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
• Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with driverDOC. 
• Small Claims Court. Notwithstanding the foregoing, either you or driverDOC may bring an individual action in small claims court.
• Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
• Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
• Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the exclusive personal jurisdiction of the courts located within Douglas County, Nebraska, for such purpose.

10.8. Entire Terms. These Terms, which include the language and paragraphs preceding Section 1, are the final, complete, and exclusive expression of the agreement between you and driverDOC regarding the driverDOC Services provided under these Terms. These Terms supersede and the parties disclaim any reliance on previous oral and written communications (including any confidentiality agreements pertaining to the Site (including the driverDOC Services) under these Terms) with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. driverDOC hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by you and conditions assent solely based on these Terms and conditions of these Terms as offered by driverDOC. In the event of an inconsistency or conflict, the order of precedence in descending order of control is as follows: (a) the Subscription Plan; (b) any attachments or appendix(ices) to the Service Schedule(s); (c) the applicable Service Schedule; and (d) these Terms. 

10.9. Governing Law & Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Delaware, without reference to its choice of law rules to the contrary. Notwithstanding your and driverDOC’s agreement to mandatory arbitration, either party may seek any interim or preliminary injunctive relief from a court of competent jurisdiction as necessary to protect the party's rights or property pending the completion of arbitration. 

10.10. Language and Translations. driverDOC may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control.

10.11. Waiver. The waiver by either you or driverDOC of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

10.12. Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

10.13. How to Contact Us. If you have any questions about the Site or Terms, pricing, complaints, or other inquiries, please contact driverDOC at 212 S. 74th ST, Suite 202, Omaha, NE, 68114, United States, or by please contact us at hello@driverdoc.io or by submitting a request via our Contact Us webform. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.