AvatarFleet Service Agreement

• Pricing rates and term per order form
• Invoices are billed monthly from date of signing
• All payments will be collected electronically (ACH or credit card)
• Late Fee: 1.5% over net 30 day basis
• Payments due upon receipt
• Renewal is automatic

All matters between the Parties, including the pricing and other proprietary information of AF, are confidential and shall not be transferred, communicated or delivered to a third party, whether or not for compensation, without the expressed prior authorization of either Party, or as required by law.

In addition, AF agrees to keep in confidence all confidential information and materials supplied to it by the Company and shall not disclose such information (including methods or concepts utilized therein) to others, except to employees and 3rd parties to whom disclosure is necessary. AF shall instruct and secure the agreements of employees and 3rd parties to whom any such disclosure is made to treat and keep such information in confidence and not disclose it. Any breach of confidentiality is sufficient cause for immediate termination of the contract.

Furthermore, if a breach occurs, AF will take any and all necessary steps to prevent further unauthorized disclosure. Upon the expiration or earlier termination of this Agreement, AF shall return to the Company all tangible, and intangible proprietary information belonging to the Company including all employee information in a readable format, i.e. .csv, .txt, etc. AF shall also return confidential information and/or any and all tangible documents, copies or items concerning or which were derived from confidential information, and destroy (or erase) any documents, copies or items of confidential information that are recorded on computer hard drive, CD, DVD, flash drive or other media not capable of being returned, and certify to the Company that all confidential information has been returned or destroyed.

Notwithstanding anything to the contrary in this Section (Confidentiality), Company acknowledges and agrees that AF may collect, generate, and process de-identified, non-personally identifiable usage data, system metrics, and operational performance telemetry derived from the use of DriverHub and the Platform ("Aggregated Data").

AF may use Aggregated Data to maintain, secure, optimize and enhance its products, features (including machine learning and artificial intelligence capabilities), and platform performance as well as to generate general industry benchmarks.

Each Party agrees to defend, indemnify, and hold harmless the other Party, its parent(s), subsidiary(ies), affiliated and related companies, and their respective directors, officers, employees, and agents, from any and all third-party claims, demands, liabilities, lawsuits, settlements, actions, damages and expenses, whether or not litigation is commenced (including without limitation, reasonable attorneys' fees), arising from or related to a Party's own negligent act or omission, including negligent acts or omissions by the Party's employees, agents, officers or directors. This section shall survive the termination, cancellation or expiration of this Agreement.

EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. AVATARFLEET MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY OF THE MATERIAL CONTAINED WITHIN OR AVAILABLE THROUGH THE PLATFORM OR THE DOCUMENTATION. AVATARFLEET MAKES NO WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, COMPATIBLE WITH ANY HARDWARE OR SYSTEMS, SOFTWARE CONFIGURATIONS, OR WILL THE ULTIMATE REQUIREMENTS OF THE CLIENT.

The Company hereby acknowledges and agrees that AF's liability pursuant to this Agreement, regardless of the form of any legal action (whether at law or at equity), proceeding, cause of action, nature of claim, and/or claim for damages shall in no event exceed the applicable limits of insurance set forth below in Section 12 "a through j" of this Agreement. In no event shall AF be liable for any lost profits, consequential damages, punitive damages, and/or for any claim or demand made by any party other than the Company. No legal action alleging a breach of this Agreement by the Company may be commenced more than one (1) year from and after the date of occurrence of any act causing any such alleged breach.

The Company hereby expressly acknowledges and agrees that it is the Company's sole responsibility to ensure, confirm and monitor how it has configured and uses the A-Suite product to manage recruiting, compliance, and training, and agrees that the Supplier shall not be liable pursuant to this Agreement, regardless of the form of any legal action (whether at law or at equity), proceeding, cause of action, nature of claim, and/or claim for damages and in no event shall AF be liable for any lost profits, consequential damages, punitive damages, and/or for any claim or demand made by any party including the Company. No legal action alleging a breach of this Agreement by the Company may be commenced based on the Company's configuration and use.

AF shall perform the services hereunder as an independent contractor, and nothing contained herein shall create any association, partnership, joint venture or relationship of principal and agent between the Parties or any of the Parties' affiliates or subsidiaries, or provide either Party with the right, power or authority, whether expressed or implied, to create any such duty or obligation on behalf of the other Party.

AF and the Company shall comply with all applicable federal, state, county and local laws, ordinances, regulations and codes in the performance of this Agreement and shall, by providing timely information to each other, assist the other Party in meeting its obligations under this Agreement.

Subject to the terms and conditions hereof: (a) this Agreement and Exhibit "A" contains the entire understanding of the Parties hereto in respect to the provision of the Services; (b) there are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth herein; (c) this Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter; (d) this Agreement may be amended only by a written instrument duly executed by the Parties hereto or their respective successors and permitted assigns. To the extent the provisions of this Agreement and Exhibit "A" are inconsistent, Exhibit "A" shall control.

Any dispute arising from or related to this Agreement shall be arbitrated pursuant to the then-existing rules and procedures of the American Arbitration Association, with all hearings to be held Macedonia, Ohio, by a neutral arbitrator within said jurisdiction. The Parties agree to be bound by any ruling rendered by such arbitrator. Further, the Parties agree that service for said summons complaint and/or judgment will be effective if served via certified mail.

Any matter arising under this Agreement that creates a right of action in either party against the other party, or the enforcement of any obligation or undertaking by one party against the other, shall survive any termination or expiration of this Agreement.

This Agreement shall be governed and construed and enforced in accordance with the laws of the State of Ohio.