2.1

Grant of License. Roadmunk hereby grants to the Customer, solely for internal use by the Customer and Authorized Users, a non-transferable, non-exclusive right and license to access and use the Web Application (the “License”) during the Term, made available to Customer through an on-line application at https://www.roadmunk.com (or such other URL as Roadmunk may designate from time to time), and hosted on Roadmunk systems.

2.2

Changes to License. Roadmunk reserves the right to modify the Terms without notice at any time, and it is the Customer’s responsibility to review the Terms regularly to remain updated as to any changes, for by agreeing to these Terms, the Customer is agreeing to be bound by any changes to the Terms or License during its use of Subscription Services.

2.3

Customer Responsibilities. Customer agrees that throughout the Term, it will:

1. be responsible for its and all Authorized Users’ compliance with the Agreement as may be updated, amended or modified from time to time;
2. be responsible for the accuracy, quality and legality of Customer Data;
3. use commercially reasonable efforts to prevent unauthorized access to or use of Web Application, and notify Roadmunk promptly of any such unauthorized access or use; and
4. use the Subscription Services only in accordance with the Agreement and all applicable laws and government regulations;

and Customer will not, and will not permit Authorized Users, directly or indirectly at any time to:

1. allow access to the Subscription Service or use for the benefit of any other party;
2. sell, license, distribute, rent or lease any Subscription Service to any third party, or otherwise exploit any Subscription Service;
3. use any Subscription Service to store or transmit infringing, libelous, or unlawful material, or any material in violation of third-party privacy rights, or do anything unlawful, misleading, malicious or discriminatory;
4. interfere with or disrupt the integrity or performance of any Subscription Service or third-party data;
5. attempt to gain unauthorized access to any Subscription Service or Systems;
6. access any Subscription Service, or use information to build or encourage a competitive product or service;
7. reverse engineer, de-compile, disassemble, replicate, copy, publish, adapt, modify, translate, or create derivative works or otherwise misappropriate any part of Subscription Services;
8. upload, post, publish or otherwise transmit through the Web Application any viruses, bugs or other harmful, disruptive or destructive files;
9. violate any local, state, provincial, federal or foreign law, treaty, regulation or convention applicable to Customer in connection with the use of the Subscription Services.

2.4

Customer Data. Customer shall provide Roadmunk Customer Data that is accurate, complete and current, and shall notify of any change to such information. Roadmunk shall protect and secure all Customer Data in accordance industry-accepted data protection and security tools, and Roadmunk will follow its established archival procedures for all Customer Data.  If Customer Data is lost or corrupted, Roadmunk will immediately notify Customer and promptly restore the lost or corrupted Customer Data from the latest backup of such archived Customer Data.  Roadmunk will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data as a result of use of the Subscription Services or caused by any third party.

2.5

General Support and Maintenance: Roadmunk Support will be available on Business Days from 9 am - 5 pm (EST).
You can contact support

1. by email at support-rm@tempo.io
2. via the web at support.roadmunk.com

There is a target response time of four business hours from the receipt of the support request. Please note that you may see longer than usual response times during Canadian holidays.

The Customer acknowledges that Support will not be available during system maintenance periods or such times as Roadmunk may require for upgrades and maintenance to the Web Application. Roadmunk will make reasonable efforts to announce the scheduled downtime via e-mail to Customer’s designated e-mail address.

Support does not include services required as a result of

1. Customer misuse, improper use, or alteration of Web Application;
2. any problem caused by modifications in any version of the Web Application not made or authorized by Roadmunk
3. any problem resulting from Customer combining or merging the Web Application with any software or hardware not supplied by Roadmunk, or not identified by Roadmunk as compatible with the Web Application.

3.1

Fees. All Subscription Fees, and any other fees that may be payable pursuant to agreement of the parties, will be due on such dates and for such amounts during the Term as indicated in the Order Form, exclusive of applicable Taxes.  Unless otherwise indicated, all Fees are quoted in United States dollars, and are non-refundable, except as may otherwise be provided in the Agreement. The Customer is solely responsible for all of its own network and internet connection charges related to its use of the Subscription Services. For On-Line Order Forms, Roadmunk may, from time to time following expiration of the current Term, amend Subscription Fees in its sole discretion, and will post all such changes online at www.roadmunk.com/pricing and on the Web Application.

3.2

Overdue Payments.Interest will be charged on any Subscription Fees owed by the Customer to Roadmunk not received when due, as indicated on the Order Form.  Interest shall accrue at the lower of 1.5% of the outstanding account balance per month (being 18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid in full, with interest calculated and payable monthly in arrears based on the amount outstanding as of the last business day of such month. Customer shall pay all sums expended by Roadmunk in collecting overdue payments, including but not limited to reasonable legal fees.

3.3

Suspension of Access. If Subscription Fees are not received when due, Roadmunk reserves the right to suspend a Customer account by blocking all login attempts to the Web Application or ceasing to provide Support, until such account is paid in full. Roadmunk’s right to suspend an account is in addition to any other rights and remedies available to Roadmunk in the event of non-payment, including interest on overdue amounts and the termination rights set forth herein. Roadmunk shall not be liable to a Customer or to any other person as a result of any suspension or termination of access to the Web Application in accordance with these Terms. Suspension of an account does not eliminate a Customer’s obligation to pay all amounts outstanding to the date of such suspension or thereafter for the remainder of the Term of a Customer’s account, as the case may be.

3.4

Taxes. Subscription Fees do not include any Taxes. Customer is responsible for paying all Taxes associated with its use of the Subscription Services. If Roadmunk has the legal obligation to pay or collect Taxes for which Customer is responsible with respect to the Subscription Services, Roadmunk will invoice Customer and Customer will pay that amount unless Customer provides Roadmunk with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.5

Future Functionality. Customer agrees that the Subscription Services are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Roadmunk regarding future functionality or features.

3.6

Partner Agreements. For any Partner Agreement executed with Roadmunk, the partner shall pay all applicable Fees on such dates and for such amounts as set forth in the Partner Agreement. Unless otherwise indicated, all Fees are quoted in United States dollars, and are non-refundable, except as may otherwise be provided in the Partner Agreement. The partner and/or its customers are solely responsible for all of its network and internet connection charges related to its use of the Subscription Services. Unless otherwise set forth in the Partner Agreement, Roadmunk may from time to time amend applicable Fees in its sole discretion, and will post all such changes online at www.roadmunk.com/pricing and on the Web Application.

4.1

Term. These Terms commence on the date Customer accepts the Order Form and shall for the Term outlined in the Order Form.

4.2

Termination. The Agreement may be terminated as follows:

1. by either party on 30 days prior to term expiry as dictated by the online order form;
2. by Roadmunk upon the occurrence of any of the following actions of the Customer, which shall be deemed to be a breach of the Agreement:
   1. the Customer fails to make payment of any Subscription Fees within five days from the due date; or
   2. the Customer breaches any of the obligations or provisions of the Agreement and fails to remedy such breach within 10 days of written notice from Roadmunk of such default; or
   3. the Customer breaches or threatens to breach any provisions of the Agreement relating to Intellectual Property or Confidential Information of Roadmunk.

4.3

Rights on Termination. Upon the effective date of termination of the Agreement, the Customer agrees:

1. to immediately cease all use of the Subscription Services;
2. to pay in full all Subscription Fees and other amounts owing to Roadmunk up to the effective date of termination;
3. to deliver or destroy all Confidential Information of Roadmunk as directed by Roadmunk;
4. to release Roadmunk from all obligations under the Agreement;
5. that the provisions of these Terms dealing with Intellectual Property, Confidential Information, Customer Data, liability and indemnification shall continue in force following termination of the Agreement; and
6. that Roadmunk shall have all remedies, which are available to it at law or in equity, Customer shall continue to be liable for all costs incurred by Roadmunk (including reasonable legal fees) in enforcing its rights and surviving obligations hereunder.

4.4

Annual Automatic Renewal. Upon conclusion of the Term:

1. either party may elect to terminate this agreement and subscription at the end of the current Term by providing notice, in accordance with this Agreement, no less than thirty (30) days prior to the end of the Term. Unless Customer subscription is so terminated, Customer subscription will renew automatically for an additional Term of one year (or like Terms).
2. this Annual Automatic Renewal clause shall always take effect unless superseded by an existing Agreement in writing and signed by both parties.
3. any existing Agreement will supersede this clause for a grandfathered term of one (1) year, or, upon renewal of existing agreement.

5.1

Intellectual Property. The Customer acknowledges and agrees that all Intellectual Property in the Subscription Services and all rights thereto are solely owned or licensed by Roadmunk. Except for the License and other rights specifically granted hereunder, nothing in these Terms gives the Customer any right, title or interest in, to or under any Intellectual Property, and to the extent the Customer acquires rights in the Intellectual Property, the Customer assigns such rights to Roadmunk and waives any moral rights it may have in the Intellectual Property to and in favor of Roadmunk, and shall do all things requested to give effect to this from time to time. All Intellectual Property shall be deemed to be Confidential Information of Roadmunk, and the Customer shall be bound by all confidentiality provisions with respect thereto.

5.2

Customer Data. Customer retains all ownership and intellectual property rights in and to Customer Data. Customer grants to Roadmunk a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Customer Data to provide the Subscription Services.

5.3

Roadmunk Use of Customer Information. Neither party will publicly disclose, issue any press release or make any other public statement, or communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of the other party, which will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing: (a) Roadmunk may use the name and logos of Customer in marketing and promotional materials and other communications in the context of mentioning the existence of the Agreement between the parties, however, neither party may disclose any terms of this Agreement, without the prior written consent of the other party; and (b) the parties will use reasonable efforts to issue a joint press release in form and substance reasonably acceptable to the parties within 30 days following a written request by either party.

5.4

Confidential Information. The Customer agrees to keep all Confidential Information disclosed to it by Roadmunk strictly confidential, in the same manner as it protects the confidentiality of its own information and data (at all times exercising at least a reasonable degree of care in the protection of Confidential Information). The Customer acquires no right to or interest in any Confidential Information, and shall not use or disclose it to any party other than Authorized Users strictly for purposes of using the Subscription Services. These restrictions will not apply to the disclosure of Confidential Information if required by law or order of the court or other governmental authority, provided that the Customer shall give Roadmunk prompt notice of such request, and Roadmunk has a reasonable time to attempt to limit or prevent such disclosure. Upon termination of the Agreement, all copies of all Confidential Information shall be either returned to Roadmunk or destroyed, at the discretion and written direction of Roadmunk. The Customer acknowledges that any unauthorized disclosure and use of Confidential Information will cause irreparable harm to Roadmunk for which damages may not be an adequate remedy, and the Customer agrees that Roadmunk shall be entitled to injunctive relief in addition to any other rights or remedies it may have in law or equity.

6.1

Limited Warranty. Except as expressly stated the Agreement, there are no warranties or conditions (whether implied or arising by statute or otherwise in law or from a course of dealing or usage of trade) with respect to the Subscription Services, and no representation as to accuracy, availability or usability. Roadmunk disclaims all statutory or implied warranties and conditions of any kind, including without limitation any implied warranties of merchantability, or fitness for any particular purpose, that the functions contained in the Subscription Services will meet the Customer’s requirements, or that the operation of the Subscription Services will be uninterrupted, timely, secure or error free. Additionally, Roadmunk makes no warranty that the Subscription Services will operate precisely as described, or that all errors will be corrected, or be free from infection by viruses, bugs or other defects that can impact the Web Application.

6.2

Limitation of Liability. Other than as expressly provided in the Agreement, ROADMUNK AND ITS AGENTS SHALL IN NO EVENT BE LIABLE FOR ANY LOSS, CAUSE OF ACTION (WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE), LIABILITY OR DAMAGE OF ANY KIND (INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE) FOR ANY CAUSE RELATED TO OR ARISING OUT OF AN AGREEMENT, NOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LEGAL FEES), WHETHER OR NOT FORESEEABLE INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOST DATA OR ANY FAILURE OF SECURITY RESULTING FROM (I) THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES, OR (II) THE PROVISION OF OR FAILURE TO PROVIDE SUBSCRIPTION SERVICES, OR (III) MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR BY REASON OF THE SUBSCRIPTION SERVICES, EVEN IF ROADMUNK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer hereby waives all claims against Roadmunk for interference, disruption, or incompatibility between the Web Application and any systems, and in the event of such interference, disruption, or incompatibility, the Customer’s sole remedy shall be to terminate the Subscription Services as provided herein. Customer’s recovery with respect to the Subscription Services shall be limited to direct damages the Customer actually incurs up to the maximum aggregate amount of Subscription Fees received by Roadmunk during the ninety (90) day period immediately prior to the date the cause of action arose, irrespective of the nature of the claim. Because some jurisdictions do not allow limitation of liability or exclusion of certain warranties or conditions in certain instances, portions of the above may not apply to the Customer. No action against either party or any of its Agents or Authorized Users, regardless of form (including negligence), arising out of or in any way related to an Agreement may be brought by the other party more than one year after the cause of action has arisen.

6.3

Indemnification.

1. Customer Indemnification. The Customer agrees to indemnify and hold harmless Roadmunk and its Agents from and against any and all third party claims, liabilities, demands, actions, loss or expense (including without limitation reasonable legal fees) arising from:
   1. any breach of the provisions of the Agreement by the Customer, Authorized Users, or any party given access to the Subscription Services by the Customer;
   2. any claim arising as a result of or in connection with any third party alleging that the use of the Subscription Services, other than in accordance with the Agreement by the Customer or any Authorized User or the Customer Data, infringes, misappropriates or violates any copyrights, trademarks, trade secrets or other proprietary rights of, or has otherwise caused harm to, a third party; or
   3. any claim by a third party with respect to liability or damage related to or caused by the use by the Customer of the Subscription Services.
   
   
2. Roadmunk Indemnification. Roadmunk shall indemnify and hold harmless the Customer and its Authorized Users arising from and against all third party claims for infringement of intellectual property rights of third parties that may be related to the Subscription Services, and may, at its sole option and expense:
   1. procure for the Customer the right to continue using the affected Subscription Services;
   2. replace the same with a product of similar functions and efficiency that is not subject to such an action; or
   3. modify the Subscription Services so that there is no longer any infringement or breach, provided that such modification does not adversely affect the functional capabilities provided in the Agreement;
   provided however that Roadmunk shall have no liability respecting any claim of infringement to the extent such claim is based upon the combination, operation or use of the Subscription Services with other software or services not supplied by Roadmunk, or in a manner not substantially consistent with its specifications. This section states the entire liability of Roadmunk for any type of infringement, violation or breach whatsoever of intellectual property rights of third parties resulting from or relating to the provision by Roadmunk of the Subscription Services.


3. Mutual Indemnification. Each party’s indemnity obligations are subject to the following:
   1. The aggrieved party shall promptly notify the indemnifier in writing of the claim;
   2. The indemnifier shall have sole control of the defense and all related settlement negotiations with respect to the claim; and
   3. The aggrieved party shall cooperate fully to the extent necessary, and execute all documents necessary for the defense of such claim.

7.1

Entire Agreement. The Agreement, including these Terms and any Order Form and including all exhibits and schedules and any other documents incorporated by reference, collectively constitute the entire agreement and understanding between Roadmunk and the Customer regarding Subscription Services, and supersedes any and all prior written or verbal agreements, proposals or representations. In the event of an inconsistency between the Terms and any Order Form, the Order Form shall prevail to the extent necessary to remedy such inconsistency. Headings in the Agreement are for convenience only and will have no legal meaning or effect. If any provision of the Agreement is found to be unenforceable, invalid or illegal, it may be severed and the remainder of the provisions shall remain in full force and effect. Any waiver of any provisions must be in writing, and failure by either party to exercise any right or enforce strict performance of any provision does not constitute a waiver of that right. No modification or amendment of the Agreement will be effective unless in writing and signed by both parties, and neither the course of conduct between Roadmunk and the Customer, nor any trade practice, shall act to modify any provision thereof.

7.2

Assignment. The Customer may not assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, without Roadmunk’s prior written consent. Any attempt to assign without such consent will be null and void, and the Customer agrees to notify Roadmunk immediately of any change of ownership. Roadmunk may assign this Agreement and subcontract or delegate its obligations hereunder to any third party without the consent of, but on notice to, the Customer. Subject to the foregoing, the Agreement and the terms and conditions will bind and inure to the benefit of each party's permitted successors and assigns.

7.3

Dispute Resolution. In the event of a dispute of the terms of the Agreement, the parties will use good faith efforts to settle such dispute within thirty days of notice of the dispute being delivered, failing which the dispute shall be finally settled by arbitration in accordance with the Arbitration Act (Ontario). The arbitration award shall be final and binding upon the parties and judgment thereon may be entered in any court having competent jurisdiction. The costs of the arbitrator shall be borne equally by the parties.

7.4

Notices. Any notice given by one party to the other shall be sufficiently given if (a) personally delivered or couriered, (b) mailed by regular mail, or (c) sent by facsimile or other electronic transmission, and shall be deemed to be received by the recipient on the fifth business day after mailing, if sent by mail, and on the day of delivery if delivered or sent by facsimile. Such notices shall be sent to the parties at the address provided in the relevant Order Form.

7.5

Export Control. Any notice given by one party to the other shall be sufficiently given if (a) personally delivered or couriered, (b) mailed by regular mail, or (c) sent by facsimile or other electronic transmission, and shall be deemed to be received by the recipient on the fifth business day after mailing, if sent by mail, and on the day of delivery if delivered or sent by facsimile. Such notices shall be sent to the parties at the address provided in the relevant Order Form.

7.6

Force Majeure. Neither party to the Agreement shall be liable to the other for any failure or delay in performance by circumstances beyond its control, including but not limited to, acts of God, fire, labor difficulties, governmental action or terrorism, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other Party hereto and uses reasonable efforts to overcome such circumstance. Notwithstanding the foregoing, these provisions shall not be applicable to any obligation involving the payment of money by the Customer.

7.7

Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada, as applicable, without regard to conflicts of laws principles. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The Customer irrevocably and unconditionally attorns to the exclusive jurisdiction of the courts of the Province of Ontario arising in connection with the Agreement.

7.8

Customer Confirmation. The Customer acknowledges that it has carefully read and understood the Agreement, and understands that it has been advised to obtain independent legal advice before entering into the Agreement, and has either done so, or chosen not to do so.