Cost-Proposal--5742-SANTA-FE-TRAIL-TRANSIT.pdf

Customer Driven Software That Works CTS Software (CTS) is pleased to submit this addon cost proposal to SANTA FE TRAIL TRANSIT* to enhance your dispatching and scheduling needs.

Our company has provided software products, upgrades, and technical support to the public transportation industry since the mid-1990s, and we have a keen understanding of your business, business objectives, and vision of your future. We are constantly adding new modules based on your feedback and we are excited to present this beneficial and effective enhancement.

We’ve gone to great lengths to design an overall feel and business logic that proves our commitment and dedication to you–plus a 100% satisfaction guarantee.

We would again like to thank you for this opportunity. Our reasoning for creating effective and efficient solutions comes down to those that need the valuable services provided by transportation providers and enhancing the experience for everyone involved. Thank you for this opportunity and thank you for considering adding this to your existing TripMaster platform.

Cost Proposal

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One-Time Subtotal $0.00

TripMaster by CTS Software PO Box 57 Swansboro, NC 28584 United States

T: 800-704-0064 F: 866-244-4351

Quote # 5742

Date 07/02/2026

Expires 08/31/2026

Contact Derek Platow

Prepared for SANTA FE TRAIL TRANSIT* Gabrielle Chavez 2931 Rufina Street Santa Fe, NM 87507 United States

T: (505) 955-2036 E: gnchavez@santafenm.gov

TripMaster Cost Proposal and MSA One-Time Fees Category Item Qty Price Total

Monthly Fees Pre- and Post Trip Inspections 51 $0.00 $0.00

Monthly Fees Category Item Qty Price Total

Monthly Fees / Training

Hosting, Backups, and Updates

Allowing CTS to host your database in the Microsoft Azure Cloud guarantees a minimum 99.9% uptime with multiple fail-safes, including a server architecture that incorporates redundant instances of each server, to ensure you always have access to your system. CTS also performs a database backup every 15 minutes, and full-system backups hourly.

1 $0.00 $0.00

License Fees Additional License Fee 20 $51.66 $1,033.20

Monthly Fees TripMaster Software Base Vehicle Fee

TripMaster Software with reservation management , automated trip optimization for same-day and batch scheduling with customizable profile settings and instant optimization statistics. Driver application, ParaScope, for electronic manifests, real-time vehicle tracking, mobile messages, and pre-and post-trip inspections. Mapping, billing and reporting including a custom report builder.

51 $62.50 $3,187.50

Monthly Fees TripScheduler Module Vehicle Fee

Automated trip optimization for same-day and batch scheduling with customizable profile settings and instant optimization statistics.

22 $10.41 $229.02

Monthly Fees ParaScope Tablet Application Vehicle Fee

Electronic Manifests, Real-time Vehicle Tracking, Mobile Message Send/Receive, pre- and post-trip inspections

51 $15.42 $786.42

ACCEPT QUOTE

Cost Proposal

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Monthly Subtotal $8,511.12

Discount ($5.17)

Category Item Qty Price Total

Monthly Fees TripReminder Fee (5,000 Monthly Calls/Texts)

Customizable passenger trip reminder phone calls or text messages automate a day before reminder and an on-the-way reminder.

1 $233.33 $233.33

Monthly Fees Where's My Ride Vehicle Fee

Enhancement to the TripReminder module. Text message notification to the rider with real-time vehicle location and the real-time estimated time of arrival.

22 $10.42 $229.24

Monthly Fees / License Fees

TripMaintenance Module Vehicle Fee

Track repair orders, service due dates based on intervals and manage vendors

51 $5.17 $263.67

Monthly Fees TripPortal Module Fee

Online and app-based (android and IOS) trip booking for passengers and third-party delegates.

1 $258.33 $258.33

Monthly Fees TripPass Module Fee

Contactless ticketing for digital fare collection, punchcard option, and data range for active use. Physcial cards are scanned by the driver application, ParaScope, and/or the use of E-Pass is available.

1 $208.33 $208.33

Monthly Fees / License Fees

- Recurring

Map Overlay / Shapefile Management Fee

Import and maintain GEOJSON files from third-party GIS systems.

1 $52.08 $52.08

Monthly Fees Intelligent Voice Agent (IVA)

The Intelligent Voice Agent (IVA) is an automated, AI-driven communication system designed to enhance passenger accessibility and agency efficiency.

IVA enables riders to book, confirm, modify, or cancel scheduled trips at any time through natural, human-like voice interactions. IVA improves operational performance by reducing call wait times, lowering administrative costs, and ensuring consistent service quality. The solution is scalable, configurable, and compliant with ADA communication standards, supporting an equitable and efficient transit experience for all riders.

1 $2,000.00 $2,000.00

Number of Monthly Inbound Calls: 2,501 - 3,500 Calls

Monthly Fees / License Fees

- Recurring

TripPortal Auto Seat Vehicle Fee

TripPortal purchase required.

Autonamous trip acceptance/denial once a trip request has been submitted through the TripPortal.

Item Discount ($5.17)

3 $10.00 $30.00 $24.83

* Recurring fees billed monthly with 0 upfront payment(s).

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Monthly Subtotal $12,807.27

This cost proposal is valid until the expiration date and is entirely confidential.

Taxes and fees will apply unless proof of tax exemption is supplied.

Total One-Time $0.00 USD

Monthly Subtotal $21,318.39

Discount ($5.17)

Total Monthly $21,313.22 USD

Fixed Route Add-On Modules Monthly Fees Category Item Qty Price Total

Monthly Fees Passio GO CAD/AVL GPS Fee 29 $53.67 $1,556.43

Monthly Fees Fixed Route NTD Fee 29 $35.88 $1,040.52

Monthly Fees Automatic Passenger Counter Fee 29 $233.33 $6,766.57

Monthly Fees On Board Wi-FI Management/Cellular Fee 29 $118.75 $3,443.75

* Recurring fees billed monthly with 0 upfront payment(s).

Summary

1. 1. All pricing and information provided herein is based on information provided.

2. All prices are in US dollars.

3. Cost proposal is valid for 30 days from the issued date and is completely confidential.

4. Taxes and fees will apply unless proof of tax exemption is supplied.

5. The products provided pursuant to any Purchase Order will be delivered to the Licensee.

6. Responsibility to all risk of loss to the Products, damage and need for replacement hardware will be with the Licensee.

7. The pricing provided assumes that CTS Software will provide:

All related software Hosting services Training Ongoing Maintenance and Support

8. The pricing provided in this proposal assumes that the Licensee will provide:

Space, power, a network connection and any necessary IT installation and configuration for all required computer hardware.

A high-speed internet connection Computer hardware In-vehicle hardware

COMPANY MASTER AGREEMENT

ACCEPT QUOTE

Cost Proposal

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STANDARD TERMS AND CONDITIONS

This Company Master Agreement ("Agreement”) sets forth the Standard Terms and Conditions relating to the Company’s services provided to Client. As used in this Agreement, "Company" means Transit Technologies, LLC, a Delaware limited liability company, and any other Subsidiary of Company which provides services to Client, and "Client" means the undersigned commercial customer: SANTA FE TRAIL TRANSIT*. "Subsidiary" shall include, without limitation, all parent, affiliate, and brother-sister entities, and other entities controlled by, or under common control with, the Company that provides services to the Client pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I.

ORGANIZATION AND RULES OF CONSTRUCTION

1. Organization. These standard terms and conditions are divided into five Articles: Article I Organization and Rules of Construction, Article II Definitions, Article III Term License, Article IV Software as a Service (SaaS), and Article V General Terms and Conditions. The terms and conditions in Articles I, II, and V apply during the entire term of this Agreement and to all Licensed Software and Services. Article III applies, in addition to Articles I, II, and V, to all Orders entered into by Client and Company which identify a Term License for the Licensed Software. Article IV applies, in addition to Articles I, II, and V, to all Orders entered into by Client and Company which identify SaaS. The terms and conditions under either Article III or IV will be inapplicable unless Client and Company contract for a Term License or SaaS governed by them, respectively. It is acknowledged that licenses, or rights to access and use, for a Term License and SaaS may operate concurrently from time to time, as selected by Client on the Orders.

ARTICLE II.

DEFINITIONS

2. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth herein:

2.1“Access Term” means the term for which Company has agreed to provide Client with Hosted Services pursuant to the applicable Order.

2.2 “Authorized Users” means the Client’s employees, representatives and contractors, or others identified in an Order who have a legitimate need to use the Licensed Software for Client’s internal business purposes, and with respect to contractors, are bound by obligations of confidentiality with respect to the Licensed Software substantially the same as those of Client under this Agreement.

2.3“Client Data” means information, data and other content, in any form or medium, that is inputted into the Hosted Services by Client or an Authorized User.

2.4 “Derivative Works” means a work based upon or derived from one or more pre-existing works, such as a translation, abridgement, condensation, or any other form in which a work may be recast, transformed, or adapted.

2.5 “Documentation” means, when used with respect to the Licensed Software, all documentation, technical manuals, operator and user manuals, flow diagrams, file descriptions and other written information provided by Company that describes the functions, operational characteristics and specifications of such software.

2.6“Equipment” means the goods, hardware, or equipment set out in an Order and provided to Client for its use in connection with the Hosted Services.

2.7 “Fees” means the license, subscription, support, professional, hosting or other fees set out in an Order.

2.8“Hosted Services” means the applicable Licensed Software provided by Company to Client over the internet, web browser, or other Company authorized application.

2.9 “Intellectual Property Rights” means all patent rights, copyrights, trademark rights, service mark rights, trade secret rights, and other similar proprietary rights of any type, as they may exist anywhere in the world.

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2.10 “Law” means any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, or other binding restriction of or by any federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial, or administrative body (whether domestic, international, or foreign), as amended from time to time.

2.11 “Licensed Software” means the computer software products, mobile applications, and other technology which Company licenses to, or grants the right to access and use to, Client and its Authorized Users as set out in the applicable Order.

2.12 “Professional Services” means any consulting, implementation, configuration or other services that are described in an Order. Support Services and any Hosted Services are not Professional Services.

2.13 Services” means the Professional Services, Hosted Services, and Support Services.

2.14 “Support Services” means those support and maintenance services set forth on Exhibit A.

2.15Updates” means all new releases, versions, enhancements, updates, corrections, patches, bug-fixes, or other modifications (regardless of how characterized) to the Licensed Software.

ARTICLE III.

TERM LICENSE

3. Scope of License.

3.1 Grant. Subject to and conditioned on Client’s compliance with the terms and conditions of this Agreement and each Order, Company grants Client a personal, non-exclusive, non-transferable, non-sublicensable, limited license for its Authorized Users to use the Licensed Software on behalf of Client solely during the subscription term set out in the Order and for Client’s internal business purposes in accordance with the Documentation.

ARTICLE IV.

SOFTWARE AS A SERVICE (SAAS)

4. SaaS Services.

4.1 Access. Subject to and conditioned on Client’s compliance with the terms and conditions of this Agreement and each Order, Company will provide Client’s Authorized Users a personal, non-exclusive, and non-transferable right to access and use the Licensed Software on behalf of Client solely during the subscription term set out in the Order and for Client’s internal business purposes in accordance with the Documentation. Company shall provide hosting for the Licensed Software, during the Access Term, as agreed by the Parties in the applicable Order and in accordance with Sections 7 and 8 of this Agreement.

4.2 Acknowledgment. Client acknowledges and agrees that this Agreement and the rights provided pursuant to this Section is a services agreement and Company will not be delivering copies of the Licensed Software to Client or its Authorized Users as part of the SaaS Services.

ARTICLE V.

GENERAL TERMS AND CONDITIONS

5. Orders. Each time Client wishes to license, or access and use, Licensed Software from Company or to have Company perform services, the parties will enter into a work order specifying (a) the Licensed Software to be licensed by Company to Client, (b) the Licensed Software to be accessed and used by Client, (c) identification of any additional Authorized Users, (d) whether a SaaS Service is sought, (e) any additional services to be provided, (f) the Fees, (g) the term of such order, and/or (h) any additional terms agreed by the Parties (each, an “Order”). These Standard Terms and Conditions are hereby incorporated into, and shall apply to, each Order.

6. Client Obligations and Limitations. Client is responsible and liable for all uses of the Licensed Software obtained by means of equipment, networks and computing environments provided by Client, directly or indirectly. Without limiting the generality of the foregoing, Client is responsible and liable for all actions and failures to take required actions with respect to the Licensed Software and Documentation by its Authorized Users or by any other third party to whom Client or an Authorized User may provide access to or use of the Licensed Software and/or Documentation, whether such access or use is permitted

TripMaster by CTS Software - Quote # 5742 8 / 21 by or in violation of this Agreement. Client is also responsible for purchasing and licensing from applicable third parties the hardware and software required for operation of the Licensed Software and for maintaining current license and support relationships with such third parties as required to enable Client’s use of the Licensed Software.

Client shall not, and shall require its Authorized Users not to, directly or indirectly: (a) use (including make any copies of) the Licensed Software or Documentation beyond the scope of the license granted or the access and use granted; (b) provide any other person or entity, including any subcontractor, independent contractor, affiliate or service provider of Client, with access to or use of the Licensed Software or Documentation; (c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Licensed Software or Documentation or any part thereof; (d) combine the Licensed Software or any part thereof with, or incorporate the Licensed Software or any part thereof in, any other programs other than as contemplated by the Documentation or the applicable Order; (e) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Licensed Software or any part thereof; (f) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices provided on or with the Licensed Software or Documentation, including any copy thereof; (g) copy the Licensed Software or Documentation, in whole or in part; (h) rent, lease, lend, sell, license, assign, distribute, publish, transfer or otherwise make available the Licensed Software, or any features or functionality of the Licensed Software, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service; (i) use the Licensed Software or Documentation in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including power generation system, aircraft navigation or communication systems, air traffic control systems or any other transport management systems, safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and military or aerospace applications, weapons systems or environments; (j) use the Licensed Software or Documentation in violation of any Law, regulation or rule; or (k) use the Licensed Software or Documentation for purposes of competitive analysis of the Licensed Software, the development of a competing software product or service or any other purpose that is to Company’s commercial disadvantage.

7. Hosted Services.

7.1 Overview. If set out in an Order, Company will provide certain Hosted Services as described herein. During the Access Term, Company shall provide the Hosted Services to Client in accordance with this Agreement and applicable Order. As part of the Hosted Service, Company is hosting the Licensed Software in the Hosted Environment in order for Client and Authorized Users to be able to access such Licensed Software.

7.2 Hosted Service Delivery. Company may provide the Hosted Services from any facility and may from time to time transfer any or all of the Hosted Services being provided hereunder to any new facility(ies) or relocate the personnel, equipment and other resources if applicable, used in providing those Hosted Services. Company may, in its sole discretion, make any changes to any Hosted Service that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Company’s products or services to its clients, (b) the competitive strength of, or market for, Company’s products or services, (c) such Hosted Services’ cost efficiency or performance, or (ii) to comply with applicable law.

7.3 Technical Environments.

Except as set out otherwise herein or in an Order, Company will bear responsibility for the preparation, operation and maintenance of, software, and for installing and maintaining the Licensed Software (the “Hosted Environment”) necessary to provide access to and use of the Hosted Services.

8. Use of Hosted Services.

8.1 Client Responsibilities. Client will: (a) be responsible for its and its Authorized User’s compliance with this Agreement and for all their acts and omissions as if they were Client’s acts or omissions; (b) be responsible for the accuracy, quality, and legality of Client Data and the means by which Client acquired Client Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Hosted Services and notify Company promptly of any unauthorized access or use of which Client becomes aware; (d) use Hosted Services only in accordance with this Agreement, any applicable Order, and the Documentation; (e) comply with all Laws applicable to Client’s use of the Hosted Services; and (f) promptly and fully cooperate with Company and make the necessary personnel and resources available to Company for Company to deliver the Hosted Services, as reasonably requested by Company.

8.2 Usage Restrictions. Client will not: (a) use the Hosted Services outside the licensing metrics set out in the applicable Order (e.g., per user limitations), if any; (b) make any Hosted Service available to, or use any Hosted Service for the benefit of, anyone other than Client; (c) lease, license, sell, sublicense or otherwise transfer its access to or use of the Hosted Services, or include any Hosted Service in a service bureau or outsourcing offering; (d) use or permit use of any Hosted Service in contravention of Section 8.4 (Prohibited Uses); (e) interfere with or disrupt the integrity or performance of any Hosted Service;

(f) attempt to gain unauthorized access to any Hosted Service; (g) permit direct or indirect access to or use of any Hosted Service in a way that circumvents a usage limit; (h) copy a Hosted Service or any part, feature, function, or user interface thereof; (i) copy any Hosted Service except as permitted herein or in an Order or the Documentation; (j) frame or mirror any part of any Hosted Service; (k) access any Hosted Service in order to build a competitive product or service; or (l) reverse

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8.3 Technical Requirements. Client will need certain equipment, software, and Internet access to be able to access the Hosted Services. Acquiring, installing, maintaining and operating equipment and Internet access is solely Client’s responsibility unless otherwise noted in an Order. Client is responsible for ensuring that such equipment is compatible with the Hosted Services and complies with all configurations and specifications provided by Company, which may be amended from time to time.

Company neither represents nor warrants that the Hosted Services will be accessible through all web browser releases or used with all operating systems.

8.4 Prohibited Uses. Client will not and will not permit others in using the Hosted Services to: (a) defame, abuse, harass, stalk, threaten any individual or infringe or otherwise violate the legal rights (such as rights of privacy, publicity and intellectual property) of others or Company; (b) distribute any harmful, inappropriate, profane, vulgar, infringing, obscene, false, fraudulent, tortuous, indecent, unlawful, or otherwise objectionable material or information (including any unsolicited commercial communications); (c) engage in or encourage any conduct that could constitute a criminal offense or give rise to civil liability for Company; (d) misrepresent or in any other way falsely identify Client’s identity or affiliation, including through impersonation or altering any technical information in communications using the Hosted Services; (e) transmit or upload any material through the Hosted Services that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing Company’s, or any other person’s or entity’s, network, computer system, or other equipment; (f) interfere with or disrupt the Hosted Services, networks or servers connected to Company systems or violate the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering any of the information submitted through the Hosted Services; (g) attempt to gain unauthorized access to the Hosted Services, other Company clients’ computer systems or networks using the Hosted Services through any means; or (h) interfere with another person’s use of the Hosted Services. Company has no obligation to monitor Client’s use of the Hosted Services. However, Company reserves the right (but has no obligation) at all times to monitor, review, retain and disclose any information as necessary to satisfy or cooperate with any applicable Law, regulation, legal process or governmental request.

8.5 Removal of Content. If Company is required by any third-party rights holder to remove any content or information, or receives information that any content or information provided to Client may violate applicable law or third-party rights, Company may remove such content or information and/or notify Client that it must discontinue all use of such content or information, and to the extent not prohibited by law, Client will do so and promptly remove such content or information from its systems.

8.6 Client Data. As between Company and Client, Client owns the Client Data. Client grants to Company and its subcontractors a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit, translate, and otherwise use, disclose and process Client Data for any lawful purpose, including, but not limited to, as reasonably necessary or useful to perform and improve the Services and for the exercise of Company’s rights under this Agreement and for scenarios, including, but not limited to, data sharing to brokers and clearinghouses on behalf of the Client. Client warrants to Company that Client has the right to grant the foregoing license and provide Client Data to Company in accordance with this Agreement. Company may anonymize and de-identify Client Data so that it does not identify Client or any individual, and cannot be used to identify Client or any individual, and use such data for lawful purposes, including for analytical and benchmarking purposes, for the development of new products and services, and to improve Company’s products and services.

8.7 Security. Company will maintain commercially reasonable safeguards designed to protect the security, confidentiality, and integrity of Client Data. Those safeguards will include measures designed to prevent access, use, modification, or disclosure of Client Data except: (a) to provide the Hosted Services, prevent or address service or technical problems, or as described herein; (b) as compelled by Law; or (c) as Client expressly permits in writing. Client shall protect and maintain the confidentiality of any logins, passwords or other access credential supplied by Company for use with the Hosted Services.

Client is liable for all authorized and unauthorized uses of such account credentials.

9. Support Services.

9.1 General. All Support Services are included in purchases of Hosted Services for duration of such term set out in the applicable Order.

9.2 Limitations. Except for integrations authorized or required by Company, Company has no obligation to provide maintenance and support services, including Updates: (a) for any but the most current or immediately preceding version or release of the Licensed Software; (b) for any copy of Licensed Software for which all previously issued Updates have not been installed; (c) for any software or other products Client has obtained from any third party; (d) for any Licensed Software that has been modified other than by Company, or that is being used with any hardware, software, configuration or operating system not specified in the Documentation; or (e) if Client is in breach under this Agreement.

10. Professional Services.

10.1 Professional Services. If specified in an Order, Company will provide Professional Services to Client in accordance with the applicable Order. Unless otherwise expressly set forth in an Order, Company will own any deliverables, inventions, work product or other output of the Professional Services, including any improvements, enhancements, configurations, or other derivative works to the Licensed Software.

10.2 Company Personnel. Each party shall appoint an employee to serve as a primary contact with respect to any Professional

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Services. In the event that any of Company’s personnel providing Professional Services do not perform to Client’s reasonable satisfaction, Client shall promptly notify Company in writing and Company shall take appropriate actions to correct the issue, including and up to removing such personnel and replacing him or her with a suitable replacement. Company is responsible for all Company Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments, disability benefits, pensions, retirement benefits, insurance, and other benefits.

10.3 Change Orders. If either party wishes to change the scope or performance of the Professional Services, it shall submit details of the requested change to the other in writing. Company shall, within a reasonable time after such request, provide a written estimate to Client of: (a) the likely time required to implement the change; (b) any necessary variations to the fees and other charges for the Professional Services arising from the change; (c) the likely effect of the change on the Professional Services; and (d) any other impact the change might have on the performance of this Agreement. Promptly after receipt of the written estimate, the parties shall negotiate in good faith the terms of such change (if and when mutually agreed in writing, a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing.

11. Equipment.

11.1 General. Company will provide the Equipment to Client if set out in an Order in exchange for the fees and expenses set out therein. Risk of loss in and to the Equipment will transfer to Client upon shipment to the location specified by Client in an Order, or if not specified therein, the location specified by Client in writing.

11.2 Installation. In exchange for the fees set out in the applicable Order, Company shall assist Client in installing the Equipment in its vehicle fleet based on the fleet descriptions provided by Client in an Order. If installation times are extended or Company is required to make additional in person trips to finish an installation for any reason arising under Section 20.1, additional fees and expenses may apply, and Client shall pay such additional fees and expenses. Client acknowledges that the interior design of vehicles within a fleet may differ even among those vehicles with the same make, model and manufacturer, and Client shall be responsible for identifying the location for power, ground, and ignition sources for each component on each vehicle to ensure proper installation connections.

11.3 Inspection; Acceptance. Following Company’s completion of the installation of the Equipment (the “Installed Equipment”), Client shall inspect the Installed Equipment within five business days or within the period specified in the work order, of the completion of such installation (“Inspection Period”) and either accept or, if any of the Installed Equipment is not in material conformance with the applicable equipment warranty (collectively, “Nonconforming Equipment”), reject such Nonconforming Equipment. Client will be deemed to have accepted the Installed Equipment unless it notifies Company in writing of any Nonconforming Equipment during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Company, including appropriate descriptions, pictures, and other documentation requested. If Client timely notifies Company of any Nonconforming Equipment and Company confirms that the Equipment are Nonconforming Equipment, Company shall, in its sole discretion: (i) repair or replace such Nonconforming Equipment with conforming Equipment, or (ii) refund the amounts paid for such Nonconforming Equipment, together with all shipping and handling expenses incurred by Client in connection therewith. CLIENT ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS SECTION ARE CLIENT'S EXCLUSIVE REMEDIES AND COMPANY’S SOLE OBLIGATION FOR THE DELIVERY OR

INSTALLATION OF NONCONFORMING EQUIPMENT.

11.4 Limited Equipment Warranty.

11.4.1 Scope of Warranty. Company warrants that, for one (1) year following delivery, the Equipment shall be free of any material defects in material and workmanship, and warrants labor for Company’s installation of the Equipment for ninety (90) days. The foregoing warranty does not cover defects, damages, or issues arising from the following: (1) negligence, abuse, neglect, or misuse of the Equipment by any person or entity other than Company; (2) use of the Equipment other than in accordance with Documentation or with hardware or software not previously approved by Company in writing; (3) damages sustained from vehicle malfunctions or accidents; (4) repairs, attempted repairs, alterations, installations, or reinstallations of the Equipment by any person or entity other than Company; or (5) theft or vandalism. Client may purchase extended warranty coverage by entering into an Order with Company for the same.

11.4.2 Return Procedures. Client’s remedy for any defective Equipment is conditioned on its compliance with this section.

Client shall (1) notify Company, in writing, of any alleged claim or defect within 10 days from the date Client discovers an alleged claim or defect, (2) complete and return a Return Materials Authorization (RMA) to Company, and (3) ship, at its expense and risk of loss, such allegedly defective Equipment to Company’s facility directed by Company for inspection and testing by Company. Upon receipt of the Equipment alleged to be defective, Company shall inspect and test such Equipment for defects, and if such inspection and testing confirms the reported defect, Company shall, in its sole discretion, repair or replace such Equipment. If Company elects to repair or replace the Equipment, Company shall ship the repaired or replacement Equipment to Client at Company’s expense. If Company determines that any returned Equipment is not defective, Company may charge Client a service fee per piece of Equipment at its then current service rates plus pass through shipping costs for the return of the Equipment. THIS SECTION SETS FORTH THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED EQUIPMENT WARRANTY SET FORTH HEREIN.

11.4.3 Non-Warranty Repairs. For Equipment returned for repair or replacement outside of the warranty period, Company shall charge Client, and Client shall pay, all costs associated with the repaired or replacement Equipment, shipping, and labor overhead and order processing.

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11.5 Client. Client represents and warrants that (i) it shall perform its obligations hereunder in a professional and workmanlike manner consistent with generally accepted industry standards, and (ii) promptly respond to and provide Company with all materials, information, and facility access requested by Company as necessary for Company to provide the Equipment and otherwise perform its obligations hereunder.

11.6 Disclaimer. Client acknowledges that (i) the Equipment is an information tool only and is not a substitute for competent management and oversight of Client’s vehicle fleet, transportation systems, and personnel generally and (ii) the success of the Equipment depends on a number of variables over which Company has no control, including data being transmitted over the internet, Client’s network, GPS satellites, and third-party carrier networks and fiber and telecommunication lines. OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION, COMPANY DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CLIENT REGARDING THIS AGREEMENT AND THE EQUIPMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED BY COMPANY. NO WARRANTY IS MADE THAT USE OF THE EQUIPMENT WILL BE ERROR FREE OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE EQUIPMENT WILL BE CORRECTED, OR THAT THE EQUIPMENT FUNCTIONALITY WILL

MEET CLIENT’S REQUIREMENTS.

12. Economic Terms.

12.1 General. Client shall pay the Fees set out in the applicable Order in accordance therewith.

12.2 Fees and Payment. Client shall make all payments in U.S. dollars. Unless otherwise expressly agreed to in an Order, payment terms shall be net 15 days from the date of invoice, which Client may pay via ACH. Fees are non-cancelable, non-contingent, and once paid, non-refundable. Fees and expenses due from Client under this Agreement may not be withheld or offset by Client against other amounts for any reason. If Client fails to pay the Fees when due, Company may immediately suspend Client’s and the Authorized User’s access to the Licensed Software and/or Services and terminate this Agreement with written notice to Client.

12.3 Rate Changes. The parties agree that for Professional Services provided on a time and materials basis, Company may increase its rates specified in the applicable Order upon written notice to Client; provided, that Company provides Client written notice of such increase at least 30 days prior to the effective date of such increase. Further, Company may increase its rates for all ongoing fees for Hosted Services, provided that company provides Client written notice of such increase at least 30 days prior to the effective date of such increase.

12.4 Late Fees. If any invoiced amount is not received by Company by the due date, then, those amounts will accrue interest at a rate of 1.5% per month or the maximum allowed under state law, if any, whichever is lower. Company, at its option, may suspend the License Software and/or all Services or any other obligation arising hereunder, in whole or in part, if Company does not receive all amounts due and owing under this Agreement within thirty (30) days after delivery of notice to Client of the failure to pay such overdue balances.

12.5 Taxes. Client shall be solely liable for any and all taxes arising in connection with its purchases of licenses or services hereunder other than any federal, state, local, or other taxes based on or measured by Company’s net income or receipts.

Fees under this Agreement are exclusive of federal, state, or local taxes, or other sales, use, value-added, excise, personal property, or other similar taxes. Taxes, levies, duties or similar governmental assessments will be included in all invoices until official proof of tax-exempt status is provided.

13. Warranties.

13.1 Limited Warranty. Company represents and warrants to Client that, during the term of the applicable Order, the Licensed Software will operate substantially in compliance with its corresponding Documentation. Provided, however, Company shall not be in breach of the foregoing warranty or otherwise responsible for any material defects in workmanship, design and material of the Licensed Software (“Defects”) arising as a result of any of the following: (a) if the Licensed Software is used other than in accordance with this Agreement or its Documentation; (b) if the Defect is caused by a modification, update, add-on, integration, product, or service not provided by Company; (c) any error or inaccuracy in data or information provided by Client; or (d) any Client unlicensed activities. Client’s exclusive remedy, and Company’s sole obligation, for the breach of the foregoing warranty shall be for Company to provide commercially reasonable efforts to promptly correct, replace or provide a work around the Defect. Client shall promptly notify Company of any Defects in writing specifying the nature of the Defect and when it arose, but in no event later than thirty (30) days after the occurrence of a Defect.

13.2 Services Warranty. Company warrants to Client that it will provide the Services in a professional and workmanlike manner.

Company shall not be in breach of the foregoing warranty unless Client notifies Company in writing of the non-conforming Services within thirty (30) days of Company’s provision of such non-conforming Services. Company shall thereafter use commercially reasonable efforts to re-perform the non-conforming Services so that they are conforming to the foregoing warranty. This Section sets out Company’s entire obligation and Client’s exclusive remedy in respect of any breach of the warranty set out in this Section.

13.3 Hardware Warranty. Company will pass through and assign to Client the manufacturer’s warranty (if any) for any hardware purchased from Company if such manufacturer permits Company to pass through and assign such warranty to Client. Company agrees to use commercially reasonable efforts to facilitate any hardware related warranty claim by Client, but Client acknowledges that it has no right to make a warranty claim directly against Company for any hardware supplied by

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Company.

13.4 Client Warranties. Client represents and warrants that (a) Client will use, and will ensure that all users use, each Hosted Service in full compliance with this Agreement, Company’s end-user terms of use and all applicable laws and regulations; (b) Client owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Client Data that is placed on, transmitted via or recorded by any Hosted Service; and (c) the provision and use of Client Data as contemplated by this Agreement and any Hosted Service do not and shall not violate any of Client’s privacy policy, terms-of-use or other agreement to which Client is a party or any law or regulation to which Client is subject to.

13.5 Mutual Warranties. Each party represents and warrants to the other party: (a) such party’s execution, delivery and performance of this Agreement have been authorized by all necessary corporate or company action and do not violate in any material respect the terms of any law, regulation, or court order to which Company is subject, (b) this Agreement is the valid and binding obligation of such party, in accordance with its terms, and (c) such party is not subject to any pending or, to such party’s knowledge, threatened litigation or governmental action which could interfere with such party’s performance of its obligations hereunder.

13.6 Disclaimers.

13.6.1 EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS SECTION, THE SUPPORT SERVICES AND SOFTWARE ARE PROVIDED TO CLIENT “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND, AND EXCEPT AS SET OUT IN THIS SECTION, NEITHER CLIENT NOR COMPANY MAKES, AND EACH HEREBY DISCLAIM, ANY OTHER WARRANTIES TO THE OTHER PARTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE, TECHNOLOGY, OR THE SERVICES WILL MEET CLIENT’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SUPPORT SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE

CORRECTED.

13.6.2 Client acknowledges and agrees that (i) it is solely responsible for providing and ensuring the proper training of its drivers, owners or operators in the operation of the motor vehicle or motor vehicles (i.e. any automotive machinery utilized for the transport of persons or goods), (ii) Company shall not be liable to Client or any other entity or individual for any claim or action including costs arising out of the use or misuse of any motor vehicle operated by or on behalf of the Client or any such entity or individual in connection with this Agreement, including any personal injury or property damage claim or action, and (iii) Client shall include this paragraph, or the substance thereof, in any agreements between Client and any third party involving the Hosted Services or other Company property.

14. Confidentiality.

14.1 Obligations. Each party (in such capacity the “Receiving Party”) shall hold the Confidential Information (as defined below) of the other party (in such capacity the “Disclosing Party”) in strict confidence. The Receiving Party shall have the right to use the Confidential Information for the purpose of fulfilling its commitments and obligations to the Disclosing Party and as permitted by this Agreement. Except as permitted in the foregoing sentence or by prior written consent of the Disclosing Party, the Receiving Party shall not use, disclose or distribute to any person, firm or entity any Confidential Information and shall not permit any person, firm or entity to use, disclose or distribute any Confidential Information; provided that the Receiving Party may disclose or distribute such Confidential Information to the following: (i) its officers, employees and directors who have a business need to know such Confidential Information; and (ii) its attorneys, accountants, consultants, agents, independent contractors or professional advisors (the “Receiving Party Agents”) who have a business need to know such Confidential Information and are subject to fiduciary, professional or written obligations of confidentiality substantially similar to, and no less restrictive than, the obligations set forth herein. The Receiving Party shall be responsible for ensuring that the Receiving Party Agents comply with the terms of this Agreement and shall remain ultimately responsible for the use, disclosure or distribution of Confidential Information by the Receiving Party Agents. Any failure by the Receiving Party Agents to comply with the terms hereof shall constitute a material breach of this Agreement by the Receiving Party. Except in connection with the purposes identified above, the Receiving Party shall not copy or otherwise reproduce, or permit to be copied or otherwise reproduced, all or any part of Confidential Information without the prior written consent of the Disclosing Party.

14.2 Confidential Information. “Confidential Information” means (a) the Licensed Software and non-public Documentation, (b) subject and terms of any and all potential or binding business transactions between the parties, and (c) all oral or written information, of whatever kind and in whatever form, and whether or not marked as “confidential,” of the Disclosing Party, its employees, suppliers, or clients, including the identities thereof, that may be obtained from any source as a result of or in connection with this Agreement, as well as all such other information designated by the Disclosing Party as confidential including past, present or future business and business activities, financial information, technical information, products, services, research and development, processes, techniques, designs, financial planning practices, client information (including clients’ identities and any client-related data or information), and marketing plans.

14.3 Exceptions. Confidential Information shall not include any information which the Receiving Party can demonstrate (a) is in the public domain through no fault or breach of confidentiality by such Receiving Party, (b) was known by the Receiving

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Party prior to its disclosure by the Disclosing Party and was not obtained in such circumstances subject to a requirement of confidentiality, or (c) was developed independently of, and without the use of or access to, any Confidential Information exchanged pursuant to this Agreement. Despite the obligations of Section 14.1, the Receiving Party may disclose the Confidential Information of the Disclosing Party to the limited extent such Confidential Information is required to be disclosed by the Receiving Party by Law or pursuant to an order of any court or administrative body; provided that, with regard to each such disclosure, the Receiving Party shall provide the Disclosing Party with prompt notice of such request or order, including copies of subpoenas or orders requesting such Confidential Information, shall cooperate reasonably with the Disclosing Party in resisting the disclosure of such Confidential Information via a protective order or other appropriate legal action, and shall not make disclosure pursuant thereto until the Disclosing Party has had a reasonable opportunity to resist such disclosure, unless the Receiving Party is ordered otherwise.

14.4 Ownership. All Confidential Information shall be and remain the sole and exclusive property of the Disclosing Party or its employees, suppliers, or Clients, as the case may be. Except as otherwise set forth in this Agreement, neither Company nor Client acquires any Intellectual Property Rights in the Confidential Information, including any rights to create Derivative Works of any Confidential Information, under this Agreement, except the rights to use such Confidential Information as permitted by this Agreement.

14.5 Unauthorized Disclosure. The Receiving Party shall (a) promptly notify the Disclosing Party if the Receiving Party discovers or is notified of an unauthorized disclosure or release of, or access to, the Disclosing Party’s Confidential Information (each, an “Unauthorized Disclosure”) to or by any person obtaining or reasonably…