These Terms and Conditions together with each Order Form (collectively the "Agreement") govern all contracts for the sale of services as set forth on the applicable Order Form (the "Services") by Craig Safety - Compliance Safety Manager (which for purposes herein shall include its affiliates) to the Customer. "Services" includes any professional services set forth on an Order Form and any data, software, documentation, or other information (the "Work Product") delivered to Customer as part of that engagement.

A. FEES, PAYMENT TERMS, CREDIT REPORTING, TAXES
Fees are in U.S. dollars and are valid for the period stated in the Order Form, or if not stated, the validity period is 30 days. Customer may decrease its assets during the Services Term, but will be required to pay, at minimum, 50% of the fees in effect as of the Order Form effective date for the duration of the Services Term. CST may increase fees upon 90 days’ notice to Customer, prior to the commencement of any renewal term. Customer is also required to reimburse CST for reasonable out-of-pocket expenses in accordance with the terms herein. For the purchase of professional services, Customer will pay a $150 cancellation fee in the event Customer reschedules confirmed events within 7 days of the initial event confirmation. Compliance remediation services require Customer to pay 50% up-front retainer of total remediation value. All payments to CST exclude taxes unless specifically stated. The Customer is responsible for payment of all applicable taxes, however incurred in connection with the transactions under this Agreement, and agrees to reimburse CST for any taxes paid on their behalf.

Unless otherwise stated, payment of all amounts shall be made within 15 days of the date on the invoice or upon any due date for payment shown on the invoice. CST reserves the right to charge a fee for late payments in the amount of 1.5% per month each month the account balance is past due Customer agrees to reimburse CST for all charges, costs, expenses and attorney’s fees incurred to enforce or collect the amounts due under this Agreement. Any disputes of amounts due must be communicated in writing to CST within 30 days of the billing date, describing the amount, issue and reason for dispute. Any amounts not disputed within this time frame will be deemed to be valid. CST and Customer agree to work expeditiously to resolve any dispute.

Customer agrees to notify CST within 30 days of any change in Customer’s trade name, address, or phone number. By executing this Agreement, Customer authorizes CST to periodically request credit reports and bank and trade references. Upon Customer’s request, CST will provide the name and address of the reporting agency from which it received the report.

B. ACCESS AND USE
CST hereby grants Customer a non-exclusive, non-sublicensable, non-transferable limited right in the territory where the Customer is located as follows: a. To access and use the Services during the Service Term, consistent with any CST policies and additional use limitations specified in the Order Form solely for Customer's internal business purposes ; and b. To download, print, copy and use any documentation as reasonably necessary for its internal business purposes.

CST reserves all rights not expressly granted herein. Except as otherwise permitted herein, Customer may not copy, modify, adapt, or create derivative works of the Services. Except as otherwise permitted herein, in no event shall Customer use, or permit any third party to use, the Services for : (i) time-sharing, rental, or service bureau purposes, or (ii) for purposes of decompile, disassemble, or otherwise reverse engineer the Services.

Customer is responsible for: (i) protecting and securing its username and password from unauthorized use and notifying CST immediately in the event that it is aware of the possibility of a breach of security.; (ii) its users’ compliance with this Agreement; (iii) the accuracy and legality of Customer Data and the means by which Customer acquired Customer Data; and (iv) its use of the Services in compliance with applicable laws.

C. INTELLECTUAL PROPERTY RIGHTS
Customer acknowledges that CST and its suppliers own all rights, title, and interest in the Services and any modifications or improvements thereto (including any Work Product created for Customer). Customer does not acquire any rights, express or implied, in the Services other than those specified in this Agreement. The Services are designed to collect certain data and information from Customer's vehicles, drivers and employees (“Customer Data”) for purposes of providing the Services including, without limitation, providing information regarding background checks, drug screens, driver safety scores, vehicle compliance and other similar information (collectively, "Asset Information"). Customer hereby grants to CST throughout the term of this Agreement the right to use, reproduce, modify and distribute the Customer Data solely for the purposes set forth in this Agreement. Customer acknowledges and agrees that as between Customer and CST, CST owns all Asset Information, including all rights in and to such Asset Information. Without limiting the generality of the foregoing, Customer acknowledges and agrees that, as the owner of the Asset Information, CST may review, analyze, manipulate, copy and modify the Asset Information. CST may also distribute reports, analyses and data based upon the Asset Information, provided, however that CST agrees that it shall not disclose to any third parties any Asset Information that specifically identifies Customer or any of the Customer’s employees. It being understood, however, that the foregoing restriction shall not apply to disclosures of Asset Information that are (i) required by law or in response to a request from law enforcement authorities, (ii) made in connection with a subpoena or other similar demand, (iii) made in connection with a contemplated merger, acquisition or similar transaction, (iv) made to CST's affiliates or related companies, and/or (v) made to CST's service providers.

Customer acknowledges that the Services may contain certain third party applications licensed to CST. The right to access and use the Services granted hereunder may be subject to additional terms and conditions of such third parties. In addition, CST shall not be liable for the accuracy of any ratings and scores provided by such third parties including any employment-related decisions resulting therefrom. CST may also provide hypertext links to sites on the Internet, which are operated by unrelated third parties. Using an external hypertext link means that the Customer may be leaving CST’s site and CST therefore takes no responsibility for and gives no warranties, guarantees or representations in respect of linked sites.

D. INDEMNIFICATION
CST will, provided Customer gives CST prompt notice of any such claim, indemnify the Customer from all costs and reasonable expenses actually incurred by Customer arising from any claim or liability (a “Claim”) that use of the Services as delivered by CST, infringes any third party’s U.S. intellectual property rights. If the Service becomes the subject of a Claim CSTmay, in its sole discretion, use its commercially reasonable efforts to do one or more of the following: (i) obtain for Customer the right to use the infringing Service without any additional cost to Customer; (ii) modify or replace the infringing Service so that it becomes non-infringing; or (iii) terminate the Agreement. CST will have no obligations under this Section to the extent a Claim arises out of or is based upon (i) use of the Services in combination with other products or services; (ii) use of the Services in violation of this Agreement; (iv) modification of the Services made by anyone other than CST; or (iv) Customer’s specifications or business requirements.

Customer will indemnify CST from any Claims arising from or related to Customer’s breach of the terms of this Agreement or CST’s use of any of software or specifications provided by Customer for purposes of providing the Services under this Agreement.

E. AVAILABILITY OF SERVICES
CST does not warrant any connection, communication, transmission, security of or results from the use of any information provided (or omitted to be provided), including information provided by third party sources, in connection with the Services. Availability of, or accuracy of information provided by the Services may become disrupted or degraded from time to time as a result of events such as, but not limited to; disruptions to the Internet or CST’s server(s), computer failures and viruses, and hardware failures. CST shall use commercially reasonable efforts to minimize the effects of any such disruption or degradation to the Customer, but shall not be liable to the Customer for any loss or damage, whether resulting directly or indirectly from the unavailability of any of the Services. CST accepts no responsibility whatsoever for any Asset Information lost as a result of any failure or degradation of any of the Services. Except as otherwise set forth in this Agreement,, CST and makes no warranties, express or implied, including the warranty of merchantability or of fitness for particular purpose with respect to the Services provided hereunder.

F. PROFESSIONAL SERVICES
The parties shall provide their full cooperation to each other in the creation and maintenance of any and all records, forms, schedules of audits and trainings, and reports contemplated in the requested services set forth in this Agreement. Customer shall be fully responsible for supplying CST with all necessary information in a timely manner. Any reporting error or omission by Customer or failure to provide accurate, complete information on a timely basis shall result in a full release of CST for any liability to Customer or to any affected third party. All reports, summaries, or documents of any kind generated by CST shall be reviewed by Customer for accuracy and any errors or omissions based upon improper interpretation of Customer Data received by CST from Customer All such improper interpretations, errors, and omissions shall be reported to CST in writing within ten (10) days or deemed by both parties as an accurate interpretation of said Customer Data.

G. CONFIDENTIALITY
Both CST and the Customer will treat all information received from the other party that is marked ‘Confidential’ or which given the circumstances surrounding disclosure a reasonable person would deem confidential (“Confidential Information”) as it would treat its own confidential information, but in no event shall either party employ less than a reasonable degree of care in protecting the Confidential Information. Confidential Information includes, but shall not be limited to: pricing, business plans, customer lists, operational and technical data and product plans. Customer shall not share CST’s Confidential Information with any third parties. Confidential Information does not include any information that : (i) is or becomes generally known to the public without a breach of an obligation under this Agreement; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation; (iii) is received from a third party without breach of any obligation owed to the disclosing party; or (iv) was independently developed by the receiving party. Either party may seek equitable relief in the event of a violation of this Section. This Section shall survive termination of the Agreement for a period of 2 years.

H. LIABILITY
CST does not represent or warrant that Customer will achieve any certain results by use of the Service. CST does not warrant that the functions contained in the Service will meet Customer’s requirements or that the operation of the Services will be uninterrupted or error free. CST shall not be liable, in any event, to Customer for any damages, fees or fines resulting from regulatory compliance reviews and audits by local, state or federal entities. CST’s aggregate liability for all claims under this Agreement (whether in tort, contract, negligence or otherwise) shall not exceed one years’ Services fee or the total fees received by CST from the Customer for the Services, whichever is less.

Neither the Customer nor CST shall be liable to the other for any economic (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings), special, indirect, incidental, exemplary, punitive or consequential losses or damages or loss of goodwill in any way whether such liability is based on tort, contract, negligence, strict liability, product liability or otherwise arising from or relating to this Agreement or resulting from the use or the inability to use the Service or the performance or non-performance of the Services.

I. FORCE MAJEURE
CST shall not be liable to the Customer for non-performance or delay in performance of any of its obligations due to acts of God, failure of the Internet or another network, war, riot, civil commotion, embargo, strikes, fire, theft, delay in delivery of services of sub-contractors or sub-suppliers, shortage of labor or materials, confiscation or any other unforeseen event (whether or not similar in nature to those specified) outside the reasonable control of CST.

J. TERM AND TERMINATION
The initial Service Term of this Agreement shall begin on the date the Order Form is executed, and continue for the period indicated on the Order Form (the “Service Term”). The Service Term for renewal Services shall commence on the date of execution of the applicable Order Form for the renewal or, if later, the date specified on the Order Form as the start date for the applicable renewal Service. This Agreement may be terminated by either party at the end of the applicable Service Term by providing written notice to the other party at least sixty (60) days prior thereto, but in the absence of such notice, the applicable Service Term shall automatically renew under the same terms and conditions for successive twelve (12) month periods (such renewal periods(s) shall also be referred to herein as a “Service Term”). This Agreement shall remain active so long as there is an Order Form has an active Service Term. Either party may terminate this Agreement if the other party does not cure its material breach of this Agreement within 30 days of receiving written notice of the material breach from the non-breaching party.

Upon the termination of this Agreement, for whatever reason, all rights granted by CST to Customer hereunder shall immediately cease and Customer shall immediately return to CST all CST Confidential Information and all copies thereof. Upon the termination of this Agreement, CST shall immediately return to Customer all Customer Confidential Information and all copies thereof. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief. Termination of this Agreement, other than as a result of CST’s breach, shall not relieve Customer of its obligation to pay all fees and other amounts due by Customer under this Agreement and such amounts shall be accelerated and paid by Customer in a lump sum payment due upon termination.

K. MISCELLANEOUS
CST reserves the right to assign this Agreement to a third party at any time during the term of this Agreement. This Agreement is personal to the Customer, and Customer may not assign its rights or obligations, in whole or in part, to any third party without CST’s written approval. This Agreement and these Terms shall be construed in accordance with State of Kansas law, and shall be subject to the exclusive jurisdiction of the courts of the State of Kansas. This Agreement cannot be amended unless agreed to in writing signed by both parties. CST is an independent contractor and nothing in this Agreement shall operate to create any employment relationship between CST and Customer. This Agreement represents all terms for the sale of Services, and they shall supersede all prior terms, understandings or agreements between the Customer and CST. If any part of the terms should be found to be invalid or unenforceable by a court or other competent authority, then the rest shall not be affected. The waiver of either party of any breach of any provision of this Agreement does not waive any other breach. Any notice to be given in respect of this Agreement by either of the parties shall be in writing, and delivered to the registered office or principal place of business of the other as set forth within the applicable Order Form.