Software & Services Agreement

1. “Affiliate” means an entity currently controlling, controlled by, or under common control of a party (for the purpose of this definition, “control” means the right to make decisions for such an entity, directly or indirectly and whether by ownership, contract, or other means).
2. “Background Intellectual Property” means any Intellectual Property Right, software, data, code, ideas, methods, programs, specifications, processes, analyses, platforms, techniques, and other know-how owned or developed by either Party prior to the execution of this Agreement or developed or created by either Party outside the scope of this Agreement, including, but not be limited to, development documents, software applications, databases, computer programs (including source code and object code for any such programming), executable code, electronic design formats, programming, and systems structures.
3. “Business Day” means any of Monday, Tuesday, Wednesday, Thursday or Friday, excluding all national holidays observed by the Federal Reserve Bank.
4. “Client Data” means information, data and records related to the raw freight data that are submitted, uploaded, or otherwise provided to the Technology or Services by Client.
5. “Confidential Information” means all non-public information which is disclosed by any Party, or their agents, whether in written, machine-readable, or oral form and shall include all personal information and any information obtained visually or aurally during visits or in meetings between the Parties.  This includes any information, technical data, or know-how, including, but not limited to, that which relates to a Party’s respective technology and intellectual property, research, product plans, products, services, developments, inventions, processes, designs, customers, vendors, and other business relationships.
6. “Deliverable” means any work product that Dockware derived or developed for.
7. “Dockware Data” means information, data and records of Dockware that are integrated into the Technology or Services by Dockware, but excludes any Client Data, Confidential Information, and Intellectual Property Rights.
8. “Documentation” means Dockware’s user guides and other user documentation for the Services and Technology, as may be updated by Dockware from time to time.
9. “Evaluation Data” means information, data, records or results derived internally by Dockware or otherwise received by the Client or a third party related to the Client’s use of or in connection with the Technology.
10. “Intellectual Property Right” means (a) all copyright rights under the copyright laws of the United States and all other countries for the full term thereof (and including all rights accruing by virtue of bilateral or international copyright treaties and conventions), whether registered or unregistered, including, but not limited to, all renewals, extensions, reversions or restorations of copyrights  now or hereafter provided for by law and all rights to make applications for copyright registrations and recordations, regardless of the medium of fixation or means of expression; (b) all rights to and under all new and useful, patentable and unpatentable inventions, discoveries, designs, technology and art, including but not limited to, all improvements thereof and all know-how related thereto, including all letters patent and patent applications in the United States and all other countries (and all letters patent that issue therefrom) and all reissues, reexaminations, extensions, renewals, divisions and continuations (including continuations-in-part and continuing prosecution applications) thereof, for the full term thereof; (c) all statutory and common law trademark and service mark rights and all applications and registrations to issue therefrom under all intellectual property laws of the United States, each U.S. state, and all other countries for the full term and any renewals thereof; (d) Internet domain names and applications therefor and URLs; (e) electronic or other databases to the extent protected by intellectual property or other law in any jurisdiction; (f) all trade secrets; (g) all Confidential Information; (h) all know-how; and (i) all worldwide intellectual property rights, industrial property rights, proprietary rights and common law rights, whether registered or unregistered, not otherwise included in the foregoing, including, without limitation, all trade dress, algorithms, concepts, processes, methods and protocols.
11. “Law” means each of the following to the extent it is applicable to the provision in which the term Law appears: conventions, treaties, common law, statutes, codes, laws, regulations, rules, judgments, orders, ordinances, and mandates.
12. “Order Form” means a mutually executed order form, purchase order issued by Client and accepted by Dockware in writing, or quote issued by Dockware and accepted by Client, in each case that references this Agreement and sets forth the applicable Services.
13. “Services” means all services provided by Dockware under this Agreement including without limitation, the web-based services to be provided by Dockware to Client and its Users.
14. “Service Levels” means express standards of performance applicable to the Services or Technology. Service Levels are in addition to the general standards of performance and quality applicable to the Services and Technology set forth in this Agreement. 
15. “Technology” means the application, hardware, software, platforms, databases, offerings, and other electronic systems and networks that form any part of Dockware’s platform that are being provided to the Client pursuant to this Agreement.
16. “Third Party” means any person or entity other than Dockware or Client and their respective Affiliates.
17. “User” means any person authorized by Client to access and use the Technology and Services.
    

As used herein, except where the context otherwise requires:

1. all references to “herein,” “hereof,” “hereto,” “hereunder,” or like words shall refer to this Agreement as a whole; the words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”; the singular includes the plural and vice versa, and a gender includes other genders; another grammatical form of a defined word or expression has a corresponding meaning; and a reference to this Agreement includes any attachment, exhibit, and appendices;
2. a reference to a document or instrument includes the document or instrument as amended, novated, altered, supplemented or replaced from time to time;
3. a reference to Law includes consolidations, amendments, re-enactments or replacements thereof;
4. the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
5. a rule of construction does not apply to disadvantage a party because the party or its advisers was responsible for the drafting of this Agreement or any part of it; and
6. headings are for ease of reference only and do not affect interpretation.

1. License.  Subject to the terms and conditions of this Agreement, in consideration of Client’s payment of the Charges, Dockware hereby grants to Client, and its Users a, non-exclusive license during the Term (i) to access and use the Technology and Services including, but not limited to, any data included in the Technology and Services; and (ii) to use the Documentation in support thereof.
2. Distribution of User IDs and Passwords. Upon notice from an administrator designated by Client (“Administrator”), Dockware will provide all User ID’s and passwords necessary for Users to be able to access the Technology and Services to Administrator. The Administrator will be responsible for distributing the User ID’s and password information to Users. Upon notice from Client, Dockware will terminate the access rights associated with any User ID and password.

1. General.  Without limiting the scope of the Services described in an appendix, the Services will include the following: 
   
   1. Implementation. Dockware will implement and set up the Technology and provide the Services for Client and its Users’ access and use.
   2. Training.   Dockware will provide to Client and its Users initial and follow-up training services.
   3. Hosting.  Dockware, and their cloud hosting provider, will configure, maintain and operate the computer and network equipment and bandwidth/connectivity necessary to provide the Technology and Services in accordance with the Service Levels and Availability Standard.
   4. Maintenance.  Dockware will maintain the Technology and Services so that they are available for access and use by Client Users in accordance with this Agreement.  Dockware will ensure that the most current version of the Technology is available at all times during the Term for access and use. Interruptions due to pre-scheduled system maintenance, which Dockware will ensure are scheduled outside normal business hours and at times agreed upon in advance by Client.
   5. Support Services and Inherent Services.  Dockware will provide Client with support services for the Services and Technology in accordance with the terms set forth in this document and any amendments.
   6. Data Retention and Storage. In the event that Client elects to utilize Dockware’s hosted dashboard & visualization tools for data delivery, the Order Form shall address Dockware’s obligations for image retention duration, data retention duration, archive pricing, export rights, and storage limits.
   7. Notice of Defects. Client will make commercially reasonable efforts to promptly notify Dockware of any problems, defects or downtime Client or its Users detect in connection with the Services or Technology.
   8. Changes.  Client or Dockware may request changes to the Services, Technology, project or scope, deliverables, timeline, licensing, or cost. Any agreed-upon changes, including any applicable adjustments to Charges, will be reflected in written modifications to this Agreement or the Order Form through the completion of a signed changed order by both Parties. A change of scope shall be required for material changes, including without limitation, changes in which the Client adds capabilities not listed under the current Order Form, changes label formats in a material way, introduces new freight methods (e.g., hazmat), alters dock configuration impacting model performance, requests new reporting modules, or otherwise expanse use cases beyond defined deployment intent.

1. Charges and Terms of Payment.  Client agrees to pay Dockware for the Services in accordance with fees and expenses set forth in the Order Form (such fees and expenses are referred to herein as the “Charges”). The Charges specified in the Order Form are the total fees and charges and will not be increased during the Term except as the parties may agree in writing.  
2. Invoices.  Dockware shall electronically invoice Client according to the schedule set forth in the applicable Order Form or, if no schedule is specified, this Agreement. The invoice will detail the Services covered by such invoice.
3. Payment. Client will pay each invoice within the payment period set forth in the applicable Order Form or, if none is specified, within thirty (30) days after receipt (the "Due Date"); any Disputed Amounts (as detailed below) will not affect payment of non-disputed Charges. Unless otherwise specified in the Order Form, Dockware will invoice Client annually in advance.
4. Disputed Amounts. If Client disputes any charge or amount on any invoice (each a “Disputed Amount”), Client will pay the amounts due under this Agreement less the Disputed Amount, and the parties will diligently proceed to resolve such Disputed Amount. An amount will be considered disputed in good faith if Client delivers a written statement to Dockware (email sufficient) on or before the Due Date, describing the basis of the dispute and the amount being withheld.
5. Late Fee. In the event Client fails to pay Charges (less any Disputed Amount) by the Due Date, Client shall pay a late fee equal to five percent (5%) of the Charges.
6. Taxes.  In addition to all charges made hereunder, Client will pay to Dockware all taxes that are measured directly by payments made under this Agreement and are required to be collected by Dockware and paid by Dockware to tax authorities.  This provision includes sales, use and excise taxes but does not include Dockware’s franchise taxes, taxes based on Dockware’s net income, gross receipts or property taxes. Client reserves the right to contest any tax.  Dockware will be responsible for withholding, paying and reporting any and all required federal, state or local income, employment and other taxes and charges imposed by any jurisdiction in respect of or in connection with compensation of all personnel performing Services under this Agreement.
7. Non-Payment. In the event that Client fails to pay Charges (less any Disputed Amount) by the Due Date, Dockware may, in addition to any other rights it may have under applicable law, suspend performance of Services, Client’s access to the Technology, and repossess any hardware or materials provided.
8. Order Form Controls. Notwithstanding anything to the contrary in this Section, if an applicable Order Form expressly specifies a payment schedule, invoicing frequency, payment terms, billing milestones, or payment due dates, the terms of that Order Form will govern and control over any conflicting provisions of this Agreement with respect to the timing and manner of invoicing and payment. In the absence of such express terms in the Order Form, the provisions of this Agreement will apply.

1. Dockware Ownership.  Dockware will be the sole and exclusive owner of the Technology, Dockware Data, along with all models, improvements, derivative works, metadata, feature engineering, system architecture, firmware, software, benchmarking data, aggregated insights, and all other technical and software components of the Technology.
2. Client Ownership.  Client will be the sole and exclusive owner of all Client Data.  Except with respect to the limited license set forth below, Dockware will not use Client Data without Client’s prior written consent.  
3. Limited License to Data. Notwithstanding anything contained herein to the contrary, Client grants to Dockware a limited, perpetual, fully paid, license to access and use the Client Data to (i) provide and improve the Technology and Services to Client and for the purposes of performing its obligations under this Agreement, and (ii) utilize anonymized data in the training of general models, system improvement, benchmarking and product development for the Technology. For the avoidance of doubt, Dockware shall be entitled to continue using anonymized data of the Client Data in the training of general models, system improvement, benchmarking and product development for Technology following a termination of this Agreement. The limited license set forth in this Section shall survive any termination of this Agreement.

1. Non-Use and Non-Disclosure. Except as expressly provided in this Agreement, each Party will (i) use Confidential Information of the other Party solely for the purpose of performing under this Agreement, (ii) not disclose Confidential Information of the other Party to any Third Party without the express written permission of the other Party, and (iii) take measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other Party, using the same degree of care that the receiving Party uses to protect its own Confidential Information of a similar nature, but in no case less than a reasonable degree of care. The obligations under this Section will remain in effect for three (3) years after the expiration or termination of this Agreement.
2. Exceptions.  The restrictions set forth in the Non-Disclosure Section above do not apply if and to the extent the party receiving Proprietary Information (“Receiving Party”) establishes that:  (i) the information disclosed to the Receiving Party was already known to the Receiving Party at the time of its receipt without obligation to keep it confidential, as evidenced by documents in the possession of the Receiving Party prepared or received prior to disclosure of such information; (ii) the Receiving Party received the information in good faith from a third party lawfully in possession thereof without obligation to keep such information confidential and without requiring the Receiving Party to keep the information confidential; (iii) the information was publicly known at the time of its receipt by the Receiving Party or has become publicly known other than by a breach of this Agreement; (iv) the information is independently developed by the Receiving Party without use of the other party’s Confidential Information, as evidenced by the Receiving Party’s written records; or (v) the information is required to be disclosed by applicable statute or regulation or by judicial or administrative process, provided that the Receiving Party will use reasonable efforts under the circumstances to notify the other party of such requirements so as to provide such party the opportunity to obtain such protective orders or other relief as the compelling court or other entity may grant. 
3. Data Security and Compliance. Dockware will establish and maintain during the Term, a commercially reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of the Services and any data processed thereby, including compliance with any security, privacy, or data protection standards that Company typically adheres to (e.g., SOC 2), and any certifications mutually agreed upon in writing.
4. Privacy and Security Laws.  Dockware agrees to comply, and to cause Dockware’s personnel to comply, with current and future federal and state laws, regulations, legislation and industry self-regulation concerning data privacy and data security.
5. Confidential Information. Without limiting the generality of the definition in Section 1(d) “Confidential Information” definition, the Parties agree that the following are designated as Confidential Information: (i) the terms and conditions of this Agreement and any amendments (all of which will constitute Confidential Information of both Parties), and (ii) any reports, notes, memoranda, and similar materials generated in connection with this Agreement, to the extent not included in Evaluation Data (which will constitute Confidential Information of the Party generating such materials).
6. Exclusions to Confidential Information. Confidential Information does not include information that: (a) is approved in writing by the disclosing Party for release by the receiving Party without restriction; (b) the receiving Party can demonstrate by written records was previously known to receiving Party at the time of disclosure; (c) is public knowledge, or becomes public knowledge in the future, other than through acts or omissions of the receiving Party; (d) is lawfully obtained by the receiving Party from sources independent of the disclosing Party who have a lawful right to disclose such information; (e) is separately developed by the receiving Party without reference to or reliance on the Confidential Information of the disclosing Party; and (f) is required to be disclosed by a government authority or by order of a court of competent jurisdiction, provided that such disclosure is subject to all applicable governmental and judicial protection available for the material. Each Party agrees not to duplicate or make copies of any Confidential Information provided by the other Party pursuant to this Agreement, except as necessary for performance of this Agreement.

1. Background Intellectual Property. This Agreement does not imply and will not be construed as implying that either Party has any right in the Background Intellectual Property of the other Party in connection with this Agreement, except as expressly provided in this Agreement. Background Intellectual Property used in connection with the performance of this Agreement will be used non-exclusively and without compensation, and limited to the Term.
2. Individually Developed Intellectual Property. To the extent that Dockware or Client independently derives or develops new Intellectual Property during the execution of this Agreement, ownership of, and all rights to, will vest with the originating party.  
3. Mutually Developed Intellectual Property.  This agreement does not envision the development of mutual IP between the client and Dockware. If either party proposes joint IP development, it shall be covered under a separate agreement. 
4. Ownership of Evaluation Data. Evaluation Data generated in connection with this Agreement will be owned by Dockware. Dockware may use, copy, modify, prepare derivative works, distribute, and publicly display all Evaluation Data without compensation.

1. Grant of Rights. During the Term of this Agreement, Dockware grants to Client a revocable, royalty free, non-sublicensable, non-transferable, non-exclusive license and right to exercise all Intellectual Property Rights associated with the Technology solely in connection with Client’s use of the Deliverables and limited to the Term.
2. No Implied Rights. Except as otherwise expressly provided in this Agreement, no rights in or interests to any Technology or Intellectual Property owned, controlled, or developed by either Party are granted, transferred, licensed, or implied under this Agreement.

1. Term. The term of this Agreement (“Term”) will start on the Effective Date and continue for an initial term specified in the Order Form, unless otherwise terminated earlier as set out in this Section or extended by mutual written agreement of the Parties.
2. Termination and Survival. The termination rights of the Parties shall be limited to the following: 
   
   1. Termination for Cause. Either Party may terminate this Agreement for Cause at any time, effective immediately, upon written notice to the other Party. For the purposes of this Agreement, “Cause” means a material breach by the other Party of this Agreement where such breach, if curable, is not remedied to the non-breaching Party’s reasonable satisfaction within ten (10) Business Days of written notice of such breach. 
   2. Termination Upon Certain Events. Either Party may immediately terminate this Agreement by providing written notice of termination to the other Party upon the commencement by or against the other Party of a case, proceeding or other action (I) under any law relating to bankruptcy, insolvency, reorganization or relief of debtors or (II) seeking appointment of a receiver, trustee, custodian, conservator or similar official for it or for all, or any substantial part of its assets, or if either Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due.
   3. Survival. Expiration or termination of this Agreement will not relieve either Party of any obligation that accrued before expiration or termination. 
3. Return of Materials. Upon the expiration or termination of this Agreement, both Parties will return all of the other Party’s Technology, Intellectual Property, Hardware, Confidential Information, and, upon written request, certify to the other Party that it has done so.

1. Dockware Indemnity.  Dockware shall indemnify, defend and hold harmless, and does hereby indemnify, defend and hold harmless Client, its Affiliates, and their respective shareholders, officers, directors, employees, agents, successors, and assigns (each of the foregoing being hereinafter referred to individually as  a “Client Indemnitee'' and collectively as the “Client’s Indemnitees”) against any and all claims, suits, actions (including declaratory judgment actions brought by the Client’s Indemnitees or Indemnitee in response to a claim described herein), liabilities, losses, costs, reasonable attorneys’ fees, expenses, judgments or damages, whether ordinary, special or consequential, resulting from any third party claim made or suit brought against a Client Indemnitee (other than liability solely the fault of the Client Indemnitee) arising from (i) the gross negligence or willful misconduct of Dockware, or (ii) any breach of this Agreement.
2. Client Indemnity. Client shall indemnify, defend and hold harmless, and does hereby indemnify, defend and hold harmless Dockware, its Affiliates, and their respective shareholders, officers, directors, employees, agents, successors, and assigns (each of the foregoing being hereinafter referred to individually as  a “Dockware Indemnitee'' and collectively as the “Dockware’s Indemnitees”) against any and all claims, suits, actions (including declaratory judgment actions brought by the Dockware’s Indemnitees or Indemnitee in response to a claim described herein), liabilities, losses, costs, reasonable attorneys’ fees, expenses, judgments or damages, whether ordinary, special or consequential, resulting from any third party claim made or suit brought against a Dockware Indemnitee (other than liability solely the fault of the Dockware Indemnitee) arising from (i) any act or omission of Client or any of its employees, contractors or agents during the performance of Client’s obligations under this Agreement, or (ii) any breach of this Agreement.
3. Infringement Indemnity.  In addition to the indemnification provided in the “Dockware Indemnity'' Section above, Dockware shall indemnify, defend and hold harmless the Client’s Indemnitees from and against any and all claims (including claims which may be based upon actual or alleged non-delegable duties of the Client’s Indemnitees), suits, actions, liabilities, losses, costs, reasonable attorneys’ fees, expenses, judgments or damages, whether ordinary, special or consequential, resulting from any third party claim made or suit brought against a Client’s Indemnitee resulting from any claims or demands that the use of the Technology, Services or any part thereof infringes or misappropriates any Intellectual Property Right.
4. Procedure. The indemnified party shall: (i) give the indemnifying party prompt written notice of any indemnified claim; provided, however, that failure of the indemnified party to give such prompt written notice shall not relieve the indemnifying party of any obligation to indemnify pursuant to this Section 11, except to the extent the indemnifying party has been prejudiced thereby; (ii) cooperate reasonably with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of any indemnified claim; and (iii) give the indemnifying party primary control over the defense or settlement of any indemnified claim, provided that the indemnified party shall have the right to participate in such defense with counsel of its choice at its own expense; provided, however, that any settlement must include a complete release of the indemnified party without requiring any admission of liability by the indemnified party, or the indemnified party to make any payment or bear any obligation.
5. Limitation of Liability.  EXCEPT FOR DAMAGES RELATED TO OR ARISING FROM A BREACH OF SECTIONS 7 AND/OR 8 AND/OR 11, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, CARGO VALUE, INSURANCE CLAIMS, REGULATORY PENALTIES OR COST OF COVER, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE SERVICES AND TECHNOLOGY PROVIDED UNDER THIS AGREEMENT, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE SERVICES OR THEIR DELIVERY VIA THE INTERNET, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE; AND (B) IN NO EVENT SHALL DOCKWARE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF THE CHARGES RECEIVED BY DOCKWARE FROM CLIENT UNDER THIS AGREEMENT IN THE PRECEDING TWELVE (12) MONTHS. THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

1. Dockware has the authority and the right to enter into this Agreement to perform all of its obligations hereunder; 
2. Neither the Technology nor the Services will infringe upon or violate any patent, copyright, trade secret or other proprietary right of any third party; and
3. The Technology and the Services will materially conform to the applicable Documentation.

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure results from causes beyond the reasonable control of such Party, including but not limited to: acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, labor disputes or strikes, supply chain disruptions affecting hardware components, failures of third-party telecommunications or power supply, or government actions restricting the import or export of materials necessary for performance ("Force Majeure Event"). The affected Party shall: (i) provide prompt written notice to the other Party of the Force Majeure Event and its expected duration; (ii) use commercially reasonable efforts to mitigate the impact of the Force Majeure Event; and (iii) resume performance as promptly as practicable once the Force Majeure Event has ceased. If the Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party, without liability for such termination, provided that any pre-paid Charges shall be refunded on a pro-rata basis for the period of non-performance.

For purposes of this Agreement, “Available” means Client can access and use functionality of the Technology and hosted services, the Technology are not experiencing a critical issue.  

Dockware shall maintain accurate records of uptime sufficient to show the number of minutes that the Technology and hosted Services were available during each month.  Dockware shall promptly provide Client with a copy of such records at such times as requested. Minutes during which the Technology and hosted Services is not Available because of scheduled maintenance activities will not be counted as minutes when the Technology and hosted Services is not Available so long as (i) the scheduled maintenance occurs as planned and (ii) Dockware provides client with at least three (3) Business Days’ prior notice of the date and time of the scheduled maintenance.

Technology Service Level Agreement. Dockware will respond to and resolve issues in accordance with the following table:

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND SUBJECT TO ANY SERVICE LEVEL AGREEMENTS OR PERFORMANCE STANDARDS AGREED UPON BY THE PARTIES, ALL SERVICES AND TECHNOLOGY PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXCEPT AS SET FORTH IN SECTION 12), EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF SERVICES AND TECHNOLOGY PROVIDED UNDER THIS AGREEMENT, OR THAT USE OF SUCH SERVICES AND TECHNOLOGY WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET THE REQUIREMENTS OF CLIENT OR USERS; (C) HAZMAT REGULATORY COMPLIANCE; (D) FREIGHT DAMAGE ADJUDICATION; (E) SAFETY MONITORING; AND (F) SECURITY ENFORCEMENT. DOCKWARE ASSUMES NO LIABILITY RELATED TO OPERATIONAL DECISIONS MADE BY CLIENT BASED ON THE TECHNOLOGY OR SERVICES.

1. Facility Substitution. Client may substitute a deployment facility identified in the Order Form with an alternative facility prior to installation of the Technology by providing written notice to Dockware specifying: (i) the substitute facility's address; (ii) dock door count and configuration; (iii) ceiling height and mounting surface type; and (iv) expected operational date. If the substitute facility does not materially change the hardware requirements, engineering scope, or integration endpoints relative to the original facility, such substitution shall not require a change order or amendment to the Order Form, and the Parties shall update the facility address in the Order Form by mutual written acknowledgment (email sufficient). If the substitute facility requires material changes to hardware count, unit configuration, integration scope, or introduces operational conditions not present in the original facility (e.g., materially different dwell times, label formats, or lighting conditions), such substitution shall be treated as a change order pursuant to Section 4(e) and may result in an adjustment to the applicable Charges.
2. Future Deployments. Any future deployment of the Technology to additional Client facilities shall be governed by the terms of this Agreement, with facility-specific scope, pricing, and deployment terms to be set forth in a supplemental Order Form executed by both Parties.
3. Consent Required.  Neither Party may assign its respective rights, duties, or obligations or delegate its performance in whole or in part under this Agreement without the prior written consent of the other party; provided, however, Dockware may assign this Agreement without Client’s consent in connection with a sale of all (or substantially all) of its assets or in a change of control.
4. Status as Independent Contractor; No Joint Employment.  Dockware and Client are contractors independent of one another and neither party's employees will be considered employees of the other party for any purpose.  This Agreement does not create a joint venture or partnership, and neither party has the authority to bind the other to any third party.
5. Applicable Law and Forum.  This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to the conflicts of laws or principles thereof.  With regard to any action or suit related to this Agreement, the parties hereby consent to the jurisdiction in the State of Delaware and agree that the Chancery Court of the State of Delaware shall have exclusive jurisdiction over any issues regarding enforcement of this Agreement.
6. Publicity, Publications and Presentations. The Parties acknowledge that any use of the other Party's name, logo, trademark, trade name, or likeness — whether in case studies, co-branded marketing assets, blog posts, social media posts, press releases, customer lists, or any other business-generating efforts— shall require the explicit prior written consent of such Party for each use. Neither Party shall publish, present, or distribute any content referencing the other Party or its performance data without such consent. Once a specific piece of content has been approved, no further approval shall be required for redistribution of that same content in substantially similar form. The Parties further intend to collaborate on the following marketing activities, each subject to the prior written approval of both Parties:
   
   1. Case Study. One (1) co-branded case study within twelve (12) months of the initial Go-Live date. May include deployment scope, workflow context, and performance metrics. Shall not include either Party's Confidential Information without express consent. The publishing Party shall provide a draft for review no fewer than ten (10) business days prior to publication.
   2. Co-Marketing Asset. One (1) co-branded marketing asset (e.g., LinkedIn post, blog post, webinar, or conference presentation) within twelve (12) months of the initial Go-Live date, under the same review terms as subsection (i).
   3. Logo Usage. Each Party grants the other a limited, revocable, non-exclusive right to use the other Party's name and logo in customer lists and marketing materials, subject to published brand guidelines and prior written approval for each initial use. Either Party may revoke this right upon thirty (30) days' written notice.
7. Notices.  Any notice or other communication required or permitted under this Agreement shall be given in writing and delivered by hand or by registered or certified mail, postage prepaid and return receipt requested, to the following persons (or their successors pursuant to due notice):

‍

If to Client:
[Full Customer Name]
Attn: Name
Customer Street Address
City, State ZIP
Fax: (if applicable)

If to Dockware:
‍Dockware, Inc.
Attn: Conor Godfrey
228 W. Archer St
Tulsa, OK 74103

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8. Dispute Resolution. If a dispute or controversy regarding any right or obligation under this Agreement arises between the Parties, the Parties will seek and use best efforts to resolve such dispute or controversy by good faith negotiation between senior management representatives of the Parties, to be started promptly after the dispute or controversy arises.
9. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter.
10. Amendment. This Agreement and any Order Form may not be amended except in a writing executed by an authorized representative of each Party.
11. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement.
12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.