ROADPULSE END USER AGREEMENT AND LICENSE

This RoadPulse End User Agreement and License (this “Agreement”) is entered into as of the date set forth on the signature page hereto by and between MURPHY-HOFFMAN COMPANY, a Missouri corporation (Murphy-Hoffman Company and its affiliates and subsidiaries shall be referred to as “MHC” or “we”, “us”, or “our”, as applicable), and the customer identified on the signature page hereto (“Customer”, “you” or “your”, as applicable). THIS AGREEMENT SETS FORTH WHAT YOU ARE LEGALLY ALLOWED TO DO WITH THE MHC TRUCK ROADPULSE WEBSITE (the “Site”) URL https://extranet.mhc.com/serviceportal. IN ADDITION, THIS AGREEMENT CONTAINS LIMITATIONS ON USE OF THE SITE AND ON VARIOUS WARRANTIES AND REMEDIES.

BY ENTERING INTO THIS AGREEMENT, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT HEREIN.

IN ADDITION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH AT https://mhc.com/terms-and-conditions, WHICH ARE FULLY INCORPORATED HEREIN BY THIS REFERENCE.

1. Content. The Site contains information, data and other content (collectively, “Content“) about MHC and the services and products it provides. You may access, review, download and use the Content only as the Site functionally permits and for your internal business purposes only. You may not copy, publish, distribute, license, sublicense, or transfer any portion of the Content or the Site to any other person or entity, except as specifically authorized in this Agreement. You may not use any portion of the Site for rental or in the operation of a service bureau, including, without limitation, providing third party hosting, or third party application integration or application provider services. All Content is copyrighted by MHC unless otherwise indicated, and all rights are reserved by MHC. You must retain all copyright and other proprietary notices and all security mechanisms and devices on any Content downloaded or copied from the Site. All Content, including all downloads or copies made by you, remain the property of MHC and are subject to the terms and conditions of this Agreement. We reserve the right at any time to: (a) change the Site, including eliminating or discontinuing any content or feature of the Site; and/or (b) change any fees or charges for use of the Site. Any changes we make will be effective upon posting such changes on the Site. Your continued use of the Site after such posting will be deemed acceptance of such changes.

2. Services. MHC makes available through the Site certain online services, including but not limited to an online service for managing vehicle maintenance and repairs and online services to communicate with MHC’s service locations (each, a “Service” and, collectively, the “Services“). To access and use the Site and the Services, you may be required to complete the Site’s registration process. Attempting to access or use the Site or the Services without authorization is prohibited.

3. Registration. You represent and warrant that all information provided during the Site’s registration process is true, accurate and complete. You further agree to notify MHC in writing if any of this information changes. If any of the requested registration information you provide is untrue, inaccurate, or incomplete, we may immediately terminate this Agreement and your use of the Site and the Services.

4. Username and Password. The person denoted as your “Administrator” during the registration process for the Site (the “Administrator”) has selected or will be asked to select a username and password. Such username and password are solely for the Administrator’s use in accessing and using the Site and the Services and performing the functions of an administrator. The Administrator may allow additional individuals within your organization to access the Site and use the Services by establishing a separate username and password for each such individual, provided that only the Administrator will be permitted to establish additional usernames and passwords and otherwise perform administrative functions with respect to your use of the Site. The Administrator will be solely responsible for establishing appropriate security mechanisms for your organization with respect to the Site. No username or password, whether created for the Administrator or another individual user within your organization, may be shared with or used by any other person or entity. You represent and warrant that each person that is given a username and password is duly authorized (a) to take, on your behalf, all actions that may be performed on the Site, including, without limitation, the approval and authorization of repairs and maintenance on trucks or other equipment, and (b) to legally bind you to pay for any such repairs or maintenance. You agree not to transfer or resell your use of or access to the Site to any other person or entity. You are responsible for any use of the Site that is accessed through the Administrator’s username and password or the usernames and passwords established for other users within your organization, and MHC shall have no liability or responsibility to monitor the use of such usernames and passwords or the activities that are conducted under such usernames and passwords. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF ALL USERNAMES AND PASSWORDS ESTABLISHED BY YOUR ADMINISTRATOR AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED UNDER SUCH USERNAMES AND PASSWORDS.

5. License. Provided you have completed the registration process and indicated your consent to this Agreement, MHC grants to you a revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and the Services during the term of this Agreement in accordance with the terms and conditions of this Agreement. All rights or privileges not expressly granted to you in this Agreement are reserved by MHC.

6. Data. Customer Data. As part of one or more of the Services, you may be able to post and upload data and information about your company or organization and its vehicles and operations (“Customer Data“). You are solely responsible for the accuracy, integrity, quality, reliability and right to use the Customer Data. You represent and warrant that you have sufficient rights to post and upload the Customer Data you provide in accordance with the terms of this Agreement and that none of the Customer Data or its use as contemplated herein will: (i) violate any foreign, federal, state or local law or regulation; (ii) infringe any copyright, trademark or other proprietary right of any third party; (iii) violate or infringe upon any party’s privacy right, right of publicity or any other right of any person or entity; or (iv) contain any material which is unlawful, hateful, obscene, libelous, threatening or defamatory. You hereby grant to MHC and it’s subsidiaries a non- exclusive, sublicensable, worldwide license to use the Customer Data to provide the Services to you, including the right to disclose the Customer Data to third party service providers and others in connection with the provision of the Services and any related services to you. You also authorize us and our third party service providers to disclose Customer Data in aggregate form without identifying you or your company or otherwise in a format that does not contain company identifiable information. You acknowledge that MHC has no obligation to monitor your Customer Data. In the event that MHC becomes aware that any Customer Data does or may violate the warranties and representations set forth in this Section, MHC may immediately remove or suspend access to such data pending resolution. Source Data. As part of one or more of the Services, we may provide you access to a database of information regarding replacement parts and repair operations which may include pricing data, vehicle information and other similar information (“Source Data“). This Source Data belongs to MHC and title to and ownership of such Source Data shall remain with MHC. MHC makes no representations, warranties, guarantees or promises as to the accuracy or completeness of the Source Data. You may use the Source Data only as part of the applicable Service and you acknowledge that the Source Data contains proprietary and confidential information, that only you are permitted to access the Source Data, and that no ownership rights in the Source Data are granted under this Agreement. You agree that you will not copy, reproduce, download, disclose or otherwise make available to any third party the Source Data and you further agree not to use the Source Data except as authorized by this Agreement. You also agree to take all commercially reasonable actions to protect the confidentiality of all Source Data.

7. Privacy Policy; Limited Authorization to Use and Disclose Your Information. You hereby acknowledge that MHC intends to and will collect, retain, and disclose information and data collected from you in accordance with MHC’s Privacy Policy located at mhc.com (the “Privacy Policy”). You hereby consent, as a condition of your use of the Site and the Services, to the collection, use, processing and transfer of your information as described in this Agreement and the Privacy Policy. While MHC uses commercially reasonable efforts to safeguard your data transmitted while using the Site and the Services, MHC does not warrant that the data will be transported without unauthorized interception or modification or that the data will not be accessed or compromised by unauthorized third parties.

8. Transactions. You are responsible, in your sole discretion, for any and all transactions on the Site and all transactions that are processed as a result of your use of the Site, the Services or otherwise. All transactions will be subject to the terms and conditions for the applicable services posted on MHC’s website at https://mhc.com/terms-and-conditions.

9. Third Party Sites. The Site may contain links to other Internet websites, including websites which are not owned or operated by MHC. When MHC makes these links available from the Site, it has no control over such websites and does not endorse such websites. MHC is not responsible for the content of such third party websites, any updates or changes to such websites, or the privacy or other practices of such websites, and MHC provides these links to you only as a convenience. Use of any information from other websites is voluntary, and reliance on it should be undertaken only after an independent review of its accuracy, completeness, timeliness, and quality. MHC shall not be liable, directly or indirectly, for any damage or loss caused, or alleged to be caused, by or in connection with the use of, or the reliance upon, any information, content, goods or services available on or through any third party websites.

10. Unauthorized Use. You warrant that you will use the Site only within the United States and in accordance with all applicable local, state, federal and international laws, including those related to data privacy, telecommunications and the transmission of technical or personal data.  You warrant that no individual within your organization that will be permitted to access the Site is a “minor” as defined by applicable law. You further warrant that you will not make or permit any Unauthorized Use of the Services. “Unauthorized Use” means use of the Services (a) by a minor, (b) by any person or entity other than the individuals within your organization who are expressly authorized by you to use the Services, or (c) by you for, or on behalf of, any other person or entity. You will defend, indemnify, and hold MHC harmless from and against any and all claims, liability or expenses arising out of any Unauthorized Use.

11. Prohibited Activities. While using the Site, which includes, without limitation, the Content and the Services, you agree not to:

  • Restrict or inhibit any other visitor or user from using the Site, including, without limitation, by means of “hacking” or defacing any portion of the Site;
  • Use the Site for any unlawful purpose;
  • Express or imply that any statements you make are endorsed by us, without our prior written consent;
  • Transmit (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us);
  • Engage in spamming or flooding;
  • Transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
  • Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any
  • portion of the Site;
  • Remove any copyright, trademark or other proprietary rights notices contained in the Site, or any security features, devices, or mechanisms contained or embedded in the Site;
  • “Frame” or “mirror” any part of the Site without our prior written authorization;
  • Link to any page of or content on the Site;
  • Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its Content; or
  • Harvest or collect information about Site visitors or users without their express consent.

While using the Site you agree to comply with all applicable laws, rules and regulations.

12. Ownership and Restrictions on Use. The Site is owned and operated by MHC. The Site, including the Services and the Content (and any intellectual property and other rights relating thereto) are and will remain the property of MHC. The Site and the selection, compilation, collection, arrangement and assembly thereof are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. Except to the limited extent permitted herein, you may not copy, reproduce, republish, upload, post, transmit or distribute the Content or other content or information available on or through the Site in any way without our prior written permission. The Content may be used solely to the extent necessary for your authorized use of the Site, as provided in this Agreement or as expressly authorized in writing by MHC. Modification of the Content or use of the Content for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Site, the Services or the Content. The trademarks, logos, and service marks displayed on the Site (collectively, the “Trademarks”) are the registered and unregistered trademarks of MHC. Nothing contained on the Site should be construed as granting to you, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of MHC or the third party owner of such Trademark. Misuse of any Trademarks is prohibited and MHC will aggressively enforce its intellectual property rights in the Trademarks, including via civil and criminal proceedings.

13. Jurisdictional Issues. The Site is intended for individuals residing in the United States. We make no representation that the Content available on or through the Site or the Services are appropriate or available for use in locations outside this jurisdiction. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. We reserve the right to limit the availability of the Site or the provision of the Services to any person, geographic area or jurisdiction, at any time and in our sole discretion.

14. Termination; Survival of Provisions. This Agreement will remain in effect until terminated in accordance with its terms. Either party may terminate this Agreement upon five (5) days’ notice to the other. In addition, we reserve the right to immediately terminate this Agreement upon the discovery of any breach on your part or if you do not agree to any revisions to this Agreement within the established time period for agreeing to such revisions.  Upon any termination of this Agreement, your access to and use of the Site and the Services shall immediately cease, and you agree to destroy all Content, including any Source Data obtained from the Site and all copies thereof, whether made under the terms of this Agreement or otherwise. If we terminate this Agreement due to your breach, your right to access or use such information will immediately terminate.  All disclaimers of warranties, limitations of liability, representations, warranties, indemnification obligations, governing law provisions, dispute resolution provisions, and all other provisions which by their nature could be construed to extend beyond the term of this Agreement, shall survive the termination of this Agreement.

15. Disclaimers. THE SITE, THE CONTENT, INCLUDING SOURCE DATA AND ANY PRODUCT OR SERVICE OBTAINED BY YOU THROUGH THE SITE, INCLUDING THE SERVICE, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MHC AND ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. MHC AND ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER(S) ON WHICH THE SITE IS HOSTED OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  YOU ACKNOWLEDGE THAT THE SERVICES ARE COMPUTER NETWORK-BASED SERVICES, WHICH MAY BE SUBJECT TO UNAVAILABILITY, OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES, AND DELAY OCCURRENCES.  YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, CABLE, INTERNET, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE AND THE SERVICES, AND ALL CHARGES RELATED THERETO.

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, THE CONTENT AND THE SERVICES AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF MHC OR ITS SUBSIDIARIES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, USERS OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE, INCLUDING ANY CONTENT PROVIDED THROUGH THE SITE, IS ENTIRELY AT YOUR OWN RISK.

16. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MHC OR ANY OF ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES (collectively, the “MHC Parties”), BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE OR THE SERVICES, YOUR USE OF OR INABILITY TO USE THE SITE OR THE SERVICES, OR THE PERFORMANCE OR NON-PERFORMANCE BY MHC UNDER THIS AGREEMENT, EVEN IF THE APPLICABLE MHC PARTY(IES) HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  THE MAXIMUM AGGREGATE LIABILITY OF THE MHC PARTIES FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO ACCESS THE SITE OR TO USE THE SERVICES DURING THE SIX (6) MONTH PERIOD PRIOR TO THE CLAIM ARISING. Some states do not allow the exclusion of incidental, consequential or other types of damages or the limitation of liability to specified amounts, so the above limitation or exclusion may not apply to you.

17. Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be decided by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, subject to the limitations and restrictions set forth in this Paragraph 17. A demand for arbitration shall be made within a reasonable time after a controversy or claim has arisen and in no event shall be made after the date when institution of legal or equitable proceedings based upon such claim or controversy would be barred by the applicable statute of limitations. The arbitrator(s) shall have no authority to award punitive or other damages not measured by the prevailing party's actual damages. The parties acknowledge and agree that this Agreement evidences a transaction involving interstate commerce. Accordingly, the United States Arbitration Act (Title 9 of the United State Code) shall govern the interpretation, enforcement and proceedings pursuant to the arbitration provisions of this Agreement. The place of arbitration shall be Kansas City, Missouri. The parties shall be entitled to discover all documents and information reasonably necessary for a full understanding of any relevant issue raised in the arbitration. Regardless of any term or provision herein to the contrary, claims for contribution or indemnity filed by a party in any lawsuit or action filed or asserted by a third party on account of personal injury or death of any person or damage to property shall not be subject to the terms and provisions of this Paragraph 17. The award rendered by the arbitrator(s) shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

18. Expenses and Costs. Should MHC be required to institute any action, including any arbitration proceeding, to enforce any of its rights set forth in this Agreement, then MHC shall be entitled to reimbursement from you for all expenses, including but not limited to, reasonable attorneys' and experts' fees, and costs incurred by MHC in connection with such action. In the event you institute any action, including any arbitration proceeding, against MHC and in the further event MHC prevails in such action, you shall pay MHC the amount of all expenses, including but not limited to reasonable attorneys' and exerts' fees, and costs incurred by MHC in connection with such action.

19. Indemnification. You agree to indemnify, defend and hold MHC, our affiliates, subsidiaries, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ and experts’ fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement; (b) any allegation that the materials you submit to us or transmit to the Site including Customer Data infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; or (c) any of your other activities in connection with the Site.

20. Miscellaneous. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof. This Agreement will be governed by the laws of the State of Missouri, without reference to its conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. You agree to comply with all relevant export laws and regulations of the United States to ensure that no software, information or technical data provided pursuant to this Agreement is exported or re-exported directly or indirectly in violation of law. You may not assign or otherwise transfer this Agreement or any right or obligation set forth in this Agreement. Any purported assignment in violation of the preceding will be void and of no effect. MHC may assign this Agreement to another party at any time upon written notice to you. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. If a provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible and the remaining terms will remain in full force and effect. No failure or delay by a party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If either party waives any right, power or remedy, such waiver will not waive any successive or other right, power or remedy the party may have under this Agreement.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

The person executing this Agreement on behalf of Customer hereby represents and warrants that he/she is duly authorized by Customer to enter into this Agreement on behalf of Customer.  Execution of the Agreement by Customer confirms that Customer has received and was provided an opportunity to review the entire Agreement. The signatures contained in this Agreement may be either original or facsimile signatures, and the fact that any signature is not an original shall not affect the enforceability or legality of this Agreement.

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