Vehichaul Terms of Service and Privacy Policy

By accessing the website at http://vehichaul.com or mobile applications, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

Definitions

“Software” shall mean the Software or Program(s) provided by BPS to Customer under this Agreement.

“Hosting Services” shall mean the services provided by BPS to Customer under this Agreement. A complete list of services provided may be found under the Specifications.

“Support Services” shall mean customer service and technical support provided to SaaS users as detailed under the Specifications.

“SaaS” shall mean the combination of internet-based (cloud) Software, Hosting Services, Mobile Applications and Support Services provided by BPS to Customer as described by the Specifications.

“ePod” shall mean electronic proof of delivery.

“Vehichaul Materials” shall mean any software, code, data, graphics or other materials or resources transmitted to Customer in order to provide any of the services under this Agreement.

“BPS” shall mean Backup Parachute Software LLC, the owner and operator of Vehichaul.

Subject to the following terms and conditions of this Agreement, BPS will provide SaaS for Customer:

1. SAAS SPECIFICATIONS.

BPS agrees to provide Customer with Vehichaul SaaS according to the following Specifications (the “Specifications”): BPS provides Vehichaul SaaS in the form of cloud-based Software, Hosting Services, Mobile ePod Applications and Support Services.

1.1 Mobile Applications

Vehichaul has mobile ePod applications available for both iOS and Android. Seat license subscriptions are required for each individual Driver (“seat”) allowed to use the iOS or Android Mobile ePod Application to access Vehichaul during the customer subscription term. The Customer may, from time to time during any Subscription Term, purchase additional seat licenses (prices outlined below) prorated for the remaining portion of the subscription term. Mobile Client Subscriptions may be reduced during subscription renewal period. Vehichaul Mobile ePod Application allows VINs to be assigned to Drivers, track VIN locations via GPS, upload damages with photos, and electronic proof of delivery.

1.2 Software

Customer can access Vehichaul SaaS under a yearly subscription.

1.3 Hosting Services

Fees for Hosting Services and Support Services are included in the Vehichaul SaaS subscription fees.

1.4 Support Services

Standard Support is included with the Vehichaul SaaS and mobile ePod application via e-mail, phone, and Vehichaul’s web sites.

BPS agrees to provide assistance on weekdays during the hours of (9am-5pm Central) with the exclusion of Federal Holidays. BPS will use commercially reasonable efforts to respond to all support inquiries within one (1) business day.

Premium support is available as a subscription upgrade (prices outlined below), which also includes realtime chat and response within 12 hours 7 days a week.

2. SERVICES PROVISIONS.

2.1 Rights and License Granted.

Customer is not granted any rights or license to the Software or Services under this agreement. Customer acknowledges that through its payments to BPS it is granted access to the Vehichaul SaaS and mobile ePod Application. Customer further acknowledges that at no time shall it be entitled to download, distribute, install or otherwise redistribute the Software in any form not explicitly covered by this Agreement. The Customer understands that access to the Vehichaul SaaS and mobile ePod Application ends when one of the following events takes place: 1) Customer payments are unpaid after thirty days (30 days) of the invoice date, or 2) Customer cancels its subscription with an advanced 30-day written notice and Customer’s account is paid in full.

2.2 Limitations to Rights and License.

At no time will Customer hold title to or ownership of any of the Vehichaul SaaS, mobile ePod application, Vehichaul Data or Source Code or any Materials provided to Customer during the term of this Agreement. Customer access to data will be withheld at the end of Term until Customer’s balance is fully paid.

2.3 LENGTH OF SERVICE.

Customer agrees to an initial term of service (“Term”). The length of contract term required is based on the type of service desired by Customer and shall be determined solely by BPS as defined in the payment option selected by Customer.

2.4 SERVICE START DATE.

The first subscription payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon BPS receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.

2.5 RENEWAL BY CUSTOMER.

In the case of subscription licenses this Agreement will automatically renew unless canceled in writing by Customer at least thirty (30) days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of Services by Customer indicates agreement to any contract revisions and price changes. Renewal fees for the following Term will be automatically invoiced to Customer’s account.

2.6 SAAS CUSTOMIZATION.

Customer acknowledges that the SaaS is provided “as is” and “as delivered” and cannot be construed as being able to be customized or modified in any way. Customer assumes all responsibility to review all features included in the SaaS prior to signing this agreement.

2.7 SAAS SUPPORT.

All support for the SaaS shall be conducted as defined in the Specifications.

3. END-USER PRICING AND SERVICES FEES.

End-User Pricing and Services Fees are subject to change at the sole discretion of BPS.

4. TERMS OF PAYMENT.

Terms of payment are C.O.D. unless credit approval has been granted by BPS. If credit approval has been granted, credit terms are net fifteen (10) days upon receipt of invoice. BPS reserves the right to revoke any credit extended and suspend all SaaS if customer’s payment is in arrears for more than thirty (30) days.

5. PROPRIETARY INFORMATION.

Proprietary information exchanged hereunder shall be treated as such by Customer. This information shall include, but is not limited to, the provisions of this Agreement, product and services information, materials, software, code, pricing, or any other materials transmitted to Customer under this Agreement. Customer agrees not to (a) decompose, disassemble, decode, or otherwise reverse engineer any BPS program, code, or technology installed or delivered to Customer or any portion thereof; (b) transmit or allow to be transmitted any such materials to any third party except as necessary for the fulfillment of this Agreement; (c) use any BPS Materials, Vehichaul SaaS or mobile ePod application in any way not intended or expressly provided for by this Agreement.

6. CUSTOMER INFORMATION.

BPS takes ordinary and customary security measures in protecting customer information passing through software, web sites, e-mail, and the portions of non-public network within BPS’s control. BPS accepts no responsibility beyond ordinary and customary responsibilities.

7. WARRANTIES.

BPS and any suppliers of content materials make no warranties or representations of any kind, whether expressed or implied, for the SaaS BPS is providing. BPS and any suppliers of content materials also disclaim any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses, non-deliveries or service interruptions by any cause or due to errors or omissions of Customer. Use of any information obtained by way of BPS is at Customer’s own risk, and BPS specifically denies any responsibility for the accuracy or quality of information obtained through its Services.

Connection speed represents the speed of an end-to-end connection. BPS does not represent guarantees of speed or availability of end-to-end connections. BPS expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. BPS specifically denies any responsibilities for any damages, direct or indirect, arising as a consequence of such unavailability. BPS’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the Customer Subscriptions during the [12] months immediately preceding the date on which the claim arose.

7.1 NO DUTY TO CUSTOMER’S USERS NOT DIRECTLY CONTRACTED WITH BPS.

BPS shall have no obligation to support, train or troubleshoot issues for any third-party user due to problems arising out of the use of the Vehichaul SaaS or mobile ePod application provided to Customer by BPS. Third parties shall include, but are not limited to: vendors, contractors, Customer’s customers, Customer’s clients or any third party not directly contracted with BPS for Vehichaul SaaS, mobile ePod application and Vehichaul SaaS Support.

8. TRANSFER OF AGREEMENT.

Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of BPS. In the event that Customer contemplates whole or partial sale of Customer’s business, ownership change, or change in jurisdiction, Customer shall notify BPS by mail, facsimile, or email no less than sixty (60) days prior to the effective date of the event.

9. TERMINATION.

BPS may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) Customer’s failure to comply with any provisions of the Agreement upon receipt of written notice from BPS of said failure, 2) appointment of receiver or the filing of any application by Customer seeking relief from creditors, or 3) In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment). Customer will pay in full for the Services up to and including the last day on which the Services are provided.

10. DISPUTES.

If legal proceedings are commenced to resolve a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.

11. INDEMNIFICATION.

Customer shall indemnify and hold BPS harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against BPS directly or indirectly arising from or in connection with Customer’s marketing or Support Services of the product or Services or the unauthorized representation of the product and Services or any breach of this Agreement by Customer.

12. GENERAL.

If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of State of Missouri. A failure by any party to exercise or any delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power. The parties represent and warrant that, on start of service Term, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their use of the Vehichaul SaaS and mobile ePod application provided by BPS.

13. Logo Release

The Company authorizes the use of their logo by BPS and its affiliates for demonstration, promotion and marketing purposes in either print or electronic media.

14. Force Majeure

To the extent that either party’s performance is prevented or delayed, either totally or in part, for reasons beyond that party’s control, then that party will not be liable, so long as it resumes performance as soon as practicable after the reason preventing or delaying performance no longer exists.


Privacy Policy

Your privacy is important to us.

It is Backup Parachute Software LLC's policy to respect your privacy regarding any information we may collect while operating our website or mobile applications. Accordingly, we have developed this privacy policy in order for you to understand how we collect, use, communicate, disclose and otherwise make use of personal information. We have outlined our privacy policy below.

We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained. Backup Parachute Software LLC may change this privacy policy from time to time at Backup Parachute Software LLC's sole discretion.

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