INTELLECTUAL PROPERTY AND SOFTWARE SUB-LICENSE AGREEMENT

1. DEFINITIONS

• “Licensor”: Linehaul Central Professional Services, LLC, a limited liability company duly organized in accordance with the laws of Florida with its principal place of business being located at 6000 Colonel Scott Drive Tallahassee, Florida 32309;
• “Licensee” a corporation duly incorporated;
• “Technology” that technology which Licensor seeks to license to Licensee, which is computer, web-based service for vehicle dashboards that includes live data to assist in safer driving; which is known as Strategic Automated Fleet Engine (otherwise known as, “SAFE” and is more particularly described in the user manuals and other written materials created by Licensor to describe the functionality and use of SAFE) with all developments, modifications and improvements to it from time to time. The Technology will enable the Licensee to access and use certain proprietary software owed by Licensor;
• “Know-How” all Licensor’s proprietary information, both technical and otherwise, including all its know-how and specifications, drawings, plans and designs, and documentation which in any way relates to the design, operation, and usage of the Technology and which it may possess at the Effective Date, or later acquire;
• “Services” Those services provided to Licensee that are including but not limited to, the Technology and Know-how relating to the setup, operation, management, or any other aspect and/or services of the Technology as mentioned in this agreement;
• “Effective Date” the date on which the parties finally sign this Agreement and all named attachments;
• “Agreement” the agreement recorded in this document.

2. RECORDIAL

• 2.1. Licensor has possession and control of the Technology and from time to time will maintain, repair, upgrade, enhance and supplement the Technology to be used by Licensee.
• 2.2. Licensor has the right to license the Technology as mentioned herein this Agreement.
• 2.3. Licensee wishes to:
  • 2.3.1. acquire a license to utilize the Technology and Know-how from Licensor;
  • 2.3.2. acquire a nonexclusive and non-assignable license to use the Technology;
• 2.4. Licensor is prepared to grant Licensee a nonexclusive and non-assignable sub-license to use the Technology.
• 2.5. Licensee acknowledges and agrees that this Agreement is a Software-as-a-Service (“SaaS”) agreement and Licensor will not be delivering copies of the software to Licensee as part of this SaaS Agreement.
• 2.6. By subscribing to the cloud-based services, otherwise known as the Technology, Licensee hereby agrees to subscribe to 12 months’ subscription/use of the Technology. If Licensee chooses to cancel prior to the end of the term, Licensee will still be responsible for payment until the end of the term.
• 2.7. The Services shall commence from the date of signing of this Agreement and shall continue to remain in force until the expiration of the Term of the Agreement. At the expiration of the said period, the parties shall mutually decide upon the renewal of the Services and at such terms as decided between the parties at the time of renewal.
• 2.8. Licensee agrees to maintain strict technology usage guidelines and protocols outlined by this Agreement and other materials issued by Licensor from time to time pursuant to this Agreement to ensure proper application and following of standards set for the Technology according to directives and documentation provided.
• 2.9. Licensee agrees to abide by any other rules, guidelines, protocols, or other directives issued from time to time by Licensor.
• 2.10. Licensee does not obtain the right to sub-license the Technology, Know-how, or any other media, data, or materials related to the Technology.
• 2.11. The parties now wish to record their agreement in the above regards, as is set out below.

3. GRANT OF SUB-LICENSE

• 3.1. In consideration for the license granted to Licensee under this Agreement, the Licensee shall pay Licensor the License Fee, which is due on the first (1st) of each month. All amounts not paid within 10 days of the first of the month shall bear interest at the lesser of 1.5% per month or the highest amount allowed by law.
  • Further, if License Fees are not paid within 10 days of the first of the month, Licensor shall have the right to suspend Licensee’s Services immediately and until such fees are paid in full.
  • Further, other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, and the mutual covenants and conditions set out in this Agreement, Licensor hereby grants Licensee the Nonexclusive and non-assignable license to use the Technology.

4. TERM AND TERMINATION

• 4.1. This Agreement shall commence on the Effective Date and subject to earlier termination in accordance with any of its provisions, shall continue for an initial fixed period of 12 months. Thereafter, if the parties have not agreed to termination or agreed to a renewal agreement, this Agreement shall automatically renew, at a rate to be solely determined by Licensor, each year as long as Licensee continues to comply with this Agreement and abide by any and all rules, guidelines, protocols, or other directives issued from time to time by Licensor.
• 4.2. If Licensor believes that Licensee has engaged in a material breach of this Agreement, Licensee shall notify Licensee accordingly in writing, setting out this nature and extent of the breach. Licensee shall then have a period of 15 days after receiving a notification of breach to cure the breach. Should the party asserted to be in breach fail to cure the breach within the 15-day period, the other party shall, subject to the provisions of sub-section 4.3, have the right to terminate this Agreement forthwith.
• 4.3. Should the party asserted to be in breach in terms of sub-section 4.2 be Licensee, and should Licensee fail to cure any asserted breach timeously, Licensor shall not be entitled to cancel this agreement without first giving any third party to whom Licensee may be involved with due to joint venture or assignment pursuant to this Agreement an opportunity to cure the breach concerned within a further period of 15 days. Should any such third party elect to cure the breach, Licensee shall then be deemed to have agreed to assign its rights under this Agreement to such third party should such third party wish to accept such assignment, and Licensor shall be deemed to have consented to such assignment and to have accepted such third party as a party to this Agreement in place of Licensee.
• 4.4. Upon termination of the Agreement, or upon a deemed assignment of Licensee’s rights under this Agreement to a third party, Licensee shall, save to the extent necessary to give effect to the provisions of sub-section 4.4, return to Licensor all documents, drawings, materials, specifications and the like in any way concerned with the Technology, the Process and Secondary Process and the Know-how which may then be in its possession or under its control.
• 4.5. Upon termination of this Agreement, or upon a deemed assignment of Licensee’s rights under this Agreement to a third party, all rights and sub-licenses granted to Licensee shall cease, save to the extent necessary to give effect to the provisions of sub-section 4.4, but all Licensee’s obligations to Licensor, including payment and confidentiality obligations, shall remain in force.

5. OBLIGATIONS

• 5.1. Obligations of Licensee. Licensee shall:
  • 5.1.1. provide Licensor with all necessary co-operation in relation to this Agreement;
  • 5.1.2. provide the Licensor with all necessary information as may be required by Licensor;
  • 5.1.3. comply with all applicable laws and regulations with respect to its activities under this agreement;
  • 5.1.4. carry out all other responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Licensee’s provision of such assistance, as agreed by the parties, the Licensor may adjust any agreed timetable or delivery schedule as is reasonably necessary;
  • 5.1.5. obtain and shall maintain all necessary licenses, consents, and permissions necessary for the Licensor, its contractors and agents to perform their obligations under this Agreement, including, without limitation, the Services;
  • 5.1.6. take reasonable steps to prevent unauthorized access to the Technology and/or Services, including, without limitation, by protecting its passwords and other log-in information. Licensee shall notify the Licensor immediately of any known or suspected unauthorized use of the Technology and/or Services and/or breach of its security and shall use best efforts to stop said breach.
  • 5.1.7. ensure that its network and systems comply with the relevant specifications provided by the Licensor from time to time; and
  • 5.1.8. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Licensor’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensor’s network connections or telecommunications links or caused by the Internet.
• 5.2. Licensee shall NOT:
  • 5.2.1. attempt to copy, modify, duplicate, create works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Technology and/or Documentation (as applicable) in any form or media or by any means; or
  • 5.2.2. attempt to reverse compile, disassemble, or reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Technology; or
  • 5.2.3. access all or any part of the Services and Documentation to build a product or service which competes with the Services and/or the Documentation; or
  • 5.2.4. use the Services and/or Documentation to provide services to third parties; or
  • 5.2.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorized user; or
  • 5.2.6. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Agreement; or
  • 5.2.7. use the database portion of the Software Product in connection with any software other than SAFE.

6. PROVISION OF KNOW-HOW, AND TECHNICAL ASSISTANCE

• 6.1. Within 3 days of the Effective Date, Licensor shall make the Know-how existing as at the Effective Date available to Licensor on a confidential basis and for use solely in connection with the rights and sub-licenses granted by previous agreement. Should Licensor acquire any additional Know-how after the Effective Date, it shall make it available to Licensor as soon as possible after receiving it. If the additional Know-how is applicable to the sub-license granted to Licensee, Licensor shall make it available to Licensee as soon as possible thereafter.
• 6.2. In fulfillment of its obligations set out in sub-section 5.1, Licensor or its designate shall instruct a reasonable number of employees of Licensee or their designate according to sub-section 6.3 in the application and use of the Technology. Licensee shall pay for the costs of such instruction, if any. Such instruction shall be given as many times as Licensee may reasonably require, at such times and for periods and at such locations as may be mutually agreed upon.
• 6.3. Any information made available by Licensor to Licensee or the designate of Licensee in terms of this section 6 shall be maintained in confidence by Licensee in accordance with the provisions of the confidentiality and nondisclosure agreement to be executed by the parties in the form of the draft attached as “Exhibit A” simultaneously with their signature of this agreement and as a condition precedent to this Agreement.

In exercising its right to sub-license the use of the Technology, Licensor shall be entitled to make all information furnished in terms of this section 6 available to any sub-licenses but provided that in doing so, it shall procure a written undertaking of confidentiality from such sub-licensee in the form of the draft attached as “Exhibit A”.

7. IMPROVEMENTS

• 7.1. Licensor or its designate undertakes to keep Licensee informed of all developments, modifications and/or improvements which it may develop or become possessed of during the currency of this Agreement, and which relate to the Technology, the Know-how and, or, the Process and Secondary Process. Any such developments, modifications and/or improvements shall fall under the sub-licenses and rights granted in terms of this Agreement.
• 7.2. Licensee undertakes to notify Licensor of any developments, modifications and/or improvements which it may make or discover during the currency of this Agreement with regard to the Technology, the Know-how and/or the Process and Secondary Process. Any such development, modification and/or improvement shall be and remain Licensee’s exclusive property and as a result, Licensee shall have the right to use any such development, modifications and/or improvement free of any royalty as its owner.
• 7.3. Should a joint invention be made by the employees of both Licensee and Licensor or its designate, the invention and the rights to it and any patents, copyrights, and/or trademarks on it shall be owned by Licensor or its designate, but Licensee shall have an irrevocable, royalty-free, nonexclusive and non-assignable license to use the invention.

8. PRIVACY AND SECURITY

• 8.1. Licensee acknowledges that Licensor may collect information regarding the users of the Technology and the Services, including personally identifiable information as well as information from the user’s computer and/or dashboard, including IP address, operating system, information about the Technology and/or Services and its installed features, Web browser software and version; data concerning potential malware threats and the target(s) of those threats, including the file names, cryptographic hash, vendor, size, date stamps, information about Licensee’s computer’s system checkpoints, which may include path, file and application names; and copies of applications, files or programs that are deemed malicious or infected or could contain possible threats as well as information concerning the behavior they manifested to be detected as malicious or infected and application settings and configurations, such as associated registry keys. The Technology and the Services may utilize such information in order that product recommendations and important service messages may be communicated directly to Licensee’s computer and/or dashboard. Licensee consents to the collection and use of such information as well as direct communication of product and important service messages to Licensee’s computer and dashboard.
• 8.2. The parties agree that Licensor may collect, store and use any information as set forth in Section 8.1 of and by users of the Technology and/or Services, collected as part of the normal and regular us of the Technology and Services.
• 8.3. Notwithstanding, Licensor may not disclose information collected as set forth in Section 8.1 to any third party for the purpose of commercial gain or profit, but may disclose such information (excluding any personal identifiable information) in any effort to maintain, update, upgrade, modify, or otherwise adjust the Technology and Services. The Licensor may use the collected safety and compliance information in an anonymized format. In the event federal or state law prevents the collection, use or disclosure of such information, the provisions affected shall be construed so as to comply with such laws or regulations.

9. INFRINGEMENT OF TECHNOLOGY

• 9.1. Each party undertakes to notify the other in writing as soon as possible after becoming aware of the occurrence thereof, of:
  • 9.1.1. any infringement or threatened infringement of, or challenge to the validity of any of the intellectual property rights sub-licensed or granted in terms of this Agreement;
  • 9.1.2. any alleged infringement, by reason of the use of the Technology, the Know-how and, or, the Process and Secondary Process, or common law right or alleged common law right of any other person.
• 9.2. Upon any such notice being given, Licensor shall, at its own cost, take all such proceedings as are in law available to it to procure the termination of such infringement or challenge. Should Licensor fail to do so within a period reasonable in the circumstances, or should Licensor mutually agree otherwise, Licensee shall be entitled to take appropriate steps, as its cost, to procure the termination of such infringement or challenge, and Licensor agrees to assist Licensee in doing so to the best of its ability, including to make available to Licensee all relevant records, papers, information specimens and the like.

10. WARRANTIES

• 10.1. Licensor warrants to Licensee that as at the Effective Date:
  • 10.1.1. it has a license to the rights to the Technology and the Know-how, that it has executed proper License agreements along with agreements allowing Licensee to sub-license the Technology, and confidentiality agreements with its employees, agents and contractors and these rights and agreements are in good standing.
  • 10.1.2. the Technology and the Know-how are proprietary to it via license agreement, and it therefore has the right to grant the sub-licenses and rights set out in this Agreement to Licensee;
  • 10.1.3. Licensor hereby warrants to Licensee that there are currently no liens or encumbrances of any nature outstanding against, filed or perfected in respect of, or secured through the Technology or the Know-how, and Licensor covenants to keep the Technology and the Know-how free from any such liens or encumbrances during the currency of this Agreement.
• 10.2. Disclaimer: THE WARRANTIES SET FORTH IN SECTION 10.1, ABOVE, ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

11. PURCHASE OF SERVICES ADDITIONAL TO THE PROCESS AND ASSAY PROCESS

In order for Licensee to properly enjoy the sub-license and rights granted to it in terms of this Agreement, it may require Services in addition to the Technology. Licensee hereby agrees to purchase its requirements pursuant to ongoing Services with regard to the Technology from Licensor or per the designate of Licensor, which hereby agrees to supply them to Licensee, in accordance with and subject to the following provisions:

• 11.1. ​The prices and terms quoted by Licensor to Licensee heretofore for Services in addition to the Technology, Know-how, and any other services shall be negotiated specifically between Licensor and Licensee.
• 11.2. ​Licensee shall place all its orders for Services with Licensor in writing. Upon receiving any written order for Services, Licensor shall notify Licensee of the estimated time and cost that it will take to deliver the Services forming the subject matter of the order.
• 11.3. ​Licensor undertakes to make every reasonable possible attempt to supply Licensee, with effect from the Effective Date, with such quantities of Services as Licensee may from time to time require and to have Services ordered by Licensee delivered to Licensee as expeditiously as possible; and
• 11.4. ​Save as may specifically be approved in writing by Licensor, Licensee shall not mortgage, pledge, charge, hypothecate or otherwise encumber the Technology.

12. LIMITATION OF REMEDIES AND DAMAGES

Licensee’s remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Technology. Selection of whether to correct or replace shall be solely at the discretion of Licensor. Licensor reserves the right to substitute a functionally equivalent copy of the Technology and/or Services as a replacement. If Licensor is unable to provide a replacement or substitute Technology or corrections to the Technology, Licensee’s sole alternate remedy shall be a refund of the purchase price for the Technology exclusive of any costs for shipping and handling.

​Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, a non-intended use, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by Licensor to have been caused by you. All limited warranties on the Technology are granted only to Licensee and are non-transferable. Licensee agree to indemnify and hold Licensor, and any of their assigns, representatives, employees, officers, members, shareholders, owners, and/or agents harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.

13. DOMICILIUM

The parties hereby choose DOMICILIUM citandi et executandi for all purposes under this agreement at the addresses set out in this agreement, and either party may at any time change its DOMICILIUM to any other address (not being a post office box or poste restante) on not less than ten (10) days written notice to such effect to the other party.

14. NOTICES

Any notice by or to either party or to Licensor in terms of this agreement shall be given in writing and shall be delivered by hand to a responsible person present at or sent by prepaid registered post or facsimile transmission to the DOMICILIUM chosen by the addressee in terms of this agreement and whereupon it shall be deemed to have been received when so delivered or 15 days after being so sent.

15. PUBLICITY

Without the prior written consent of the other party, neither party shall disclose the terms and conditions of this Agreement, except disclosure may be made as is reasonably necessary to the disclosing party’s bankers, attorneys, or accountants or except as may be required by law.

16. NO VARIATION

No variation of, or addition or agreed cancellation to this Agreement shall be of any force or effect unless it is reduced to writing and signed by or on behalf of the parties.

17. ENTIRE AGREEMENT

This Agreement, including any attachments, constitutes the entire agreement between the parties with respect to its subject matter. No agreements, guarantees or representations, whether verbal or in writing, have been concluded, issued or made, upon which either party is relying in concluding this Agreement, save to the extent set out in this Agreement.

18. HEADINGS

The headings appearing in this Agreement have been used for reference purposes only and shall not affect its interpretation.

19. WAIVER

This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

20. TAXES

Each party shall pay all taxes (including sales and value-added taxes) imposed on it by the Government of any jurisdiction in which such party is doing business in respect of the sub-licenses or rights granted under this Agreement.

21. SEVERABILITY

If any provision of this Agreement is held to be illegal or unenforceable for any reason, such provision shall be deemed severable from the remaining provisions of this Agreement and shall in no way effect or impair the validity or enforceability of the remaining provisions of this Agreement. If any provision of this Agreement conflicts with any other provision of any other agreement between the parties, including any confidentiality agreement, the provisions of this Agreement shall prevail.

22. MISCELLANEOUS

• 22.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
• 22.2. This Agreement shall be binding upon or inure to the benefit of the heirs, assigns, or successors in interest of each party hereto.
• 22.3. Each person signing this Agreement represents that he has been fully and duly authorized to enter into this Agreement by the governing Board of each business entity.
• 22.4. This Agreement shall be given reasonable interpretation and applied so far as possible.

23. GOVERNING LAW

This Agreement and all matters arising hereunder shall be governed by, and construed in accordance with the Laws of, the State of Florida.