LOGINET SOLUTIONS INC. (“Loginet”, “Party“), grants you (the “Licensee“, “You“, “Party“) a non-exclusive, non-sublicensable, non-transferable, revocable, limited right and license (the “License”) to use “DrayMate™ TMS” web/mobile applications and any derivate product or service (“xTMS”, “xDriver”, xFleet, “ePORTAL”, “IntermodalTools”, “Intermodal Business Alliance”, etc.). All apps made available through “DrayMate™ TMS” are licensed, not sold, to you. If you are using our services or log in to any of our apps, it's your sole responsibility to read and understand this license, which is made public for this purpose.

a. Your license to DrayMate™ TMS under the Agreement continues until it is terminated by either party. The term of this Agreement shall be for the whole period of time the Licensee (you) is using the DrayMate™ TMS unless either party gives written notice of termination to the other, not less than thirty (30) days before the desired date of such termination.

b. Licensee may not:

1. sell, lease, sublicense or otherwise transfer DrayMate™ TMS, meaning any file inside the distribution directory and the associated databases or access thereto without Loginet's prior, express and written permission;
2. use DrayMate™ TMS in a manner that exceeds reasonable request volume or constitutes inefficient, excessive or abusive usage, defined as submitting, in any hour, requests that exceed 10,000 requests; or
3. view, extract or publish, or allow others to view, extract or publish the source code of any file inside the distribution directory and associated databases (except your own content). All files inside the distribution directory and associated databases are protected by copyright law and provided under this Agreement. Reverse engineering of any file inside the distribution directory, development of other scripts based on part or the whole code of DrayMate™ TMS or its functionality is strictly prohibited by this Agreement.

a. “Confidential Information” means any of the following information disclosed by one party to the other pursuant to this Agreement, whether or not so marked: (i) information concerning customers or information received from customers, (ii) accounting data related to invoicing, payments or customer rates, (iii) drivers and operated equipment information, (iv) routes or orders information, (v) information concerning planned products and features not yet released, (vi) source code of the Loginet products, and (vii) business plans, marketing materials and strategies.

b. Each party agrees to treat as confidential all Confidential Information of the other party and shall not use such Confidential Information except as expressly permitted under this Agreement and shall not disclose such Confidential Information to any third party except as may reasonably be required pursuant to this Agreement. Without limiting the generality of the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of its own Confidential Information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice. Notwithstanding the foregoing, neither party shall have any liability to the other party with regard to any Confidential Information of the other party which: (i) was in the public domain at the time it was disclosed or becomes in the public domain through no fault of the receiver; (ii) was known to the receiver, without restriction, at the time of disclosure as shown by the files of the receiver in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the discloser; (iv) was independently developed by the receiver without any use of the Confidential Information; (v) becomes known to the receiver, without restriction, from a source other than the discloser without breach of this Agreement by receiver; or (vi) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided in all cases however, that the receiver shall provide prompt notice thereof to enable the discloser to seek a protective order to otherwise prevent such disclosure.

c. The parties to this Agreement acknowledge that any disclosure to third parties of Confidential Information may cause immediate and irreparable harm to the other party.

Loginet will retain sole and exclusive right, title, and interest in DrayMate™ TMS including all modifications to or derivative works of the foregoing and all intellectual property and proprietary rights incorporated into or related to the foregoing. The Licensee acquires only the right to use DrayMate™ TMS in accordance with the license and authorization expressly granted in this Agreement. All rights not expressly licensed or authorized by Loginet under this Agreement are reserved.

Licensee EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF DrayMate™ TMS IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. Loginet EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Loginet MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS-FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF DrayMate™ TMS SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM Loginet, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

Licensee AGREE THAT Loginet SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF Loginet HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL Loginet's ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.

During the Agreement duration and for five (5) years thereafter, the Licensee (you) and Loginet agree that it will not disparage each other or any of their officers, directors or employees or otherwise take any action that could reasonably be expected to adversely affect the other party reputation. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about the other party or any of their officers, directors or employees. Both parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement.

Licensee agree to indemnify and hold harmless Loginet, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used DrayMate™ TMS in violation of another party's rights, in violation of any law, in violations of any provisions of the Agreement, or any other claim related to your use of the DrayMate™ TMS, except where such use is authorized by Loginet.

Licensee and Loginet both benefit from establishing a predictable legal environment regarding DrayMate™ TMS usage. Therefore, Licensee and Loginet explicitly agree that all disputes, claims or other matters arising from or relating to your use of DrayMate™ TMS will be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

All prices are set in Canadian dollars (CAD) plus applicable taxes for Canadian customers and United States dollars (USD) without taxes for U.S. customers.

Our price depends on the number of active trucks added to the TMS, and it is composed of a one-time license fee, optional paid integrations, and a monthly fee (revised every six months).

Custom updates and reports, dedicated backup (different location), technical support, and other services are payable options.

The following services/apps will be always free: mobile app for drivers, daily backup of your data and files, general updates & enhancements, up to 2 hours/month of technical support including email, phone, and video & screen-sharing.