MASTER SERVICES AGREEMENT

This Master Services Agreement (together with each Order, the “ Agreement”), effective as of the customer’s subscription start date (the “ Effective Date”), is entered into by and between the entity identified in an Order Form as “ Customer” and Rhythm Industrials, Inc., a Delaware company d/b/a Rhythm Innovations (“ Rhythm”).

BY EXECUTING AN ORDER FORM THAT REFERENCES OR INCORPORATES THIS AGREEMENT, CLICKING “I AGREE” OR “I ACCEPT,” OR ACCESSING OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES. IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

IMPORTANT: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 12.18, WHICH AFFECTS CUSTOMER’S LEGAL RIGHTS. PLEASE READ IT CAREFULLY.

The parties agree as follows:

1. DEFINITIONS.

Capitalized terms used but not defined elsewhere in this Agreement have the meanings set forth below.

1.1 “Customer Data” means data and information submitted by or for Customer into the Services.

1.2 “Documentation” means available user guides, documentation, and specifications, in each case as applicable for the particular Services and as may be updated by Rhythm from time to time.

1.3 “Order” means an order form executed by authorized representatives of the parties, including any addenda and supplements thereto, that sets forth the commercial terms, including the Order Term, Services and fees.

1.4 “Order Term” means the period of time set forth in an Order for which Customer will be entitled to receive or use the Services.

1.5 “Services” means the services set forth in an Order.

1.6 “Product-Specific Terms” means any supplemental terms and conditions applicable to specific Service offerings, as published by Rhythm and made available via Rhythm’s website. Product-Specific Terms are incorporated into this Agreement by reference and apply to the extent Customer has subscribed to the applicable Service offering pursuant to an Order.

1.7 “Aggregated Insights” means de-identified and aggregated data derived from Customer Data that does not identify, and cannot reasonably be used to re-identify, Customer, any individual, or any specific vehicle, operation, or incident.

2. SERVICES.

2.1 Orders for Services. Rhythm will make the Services available to Customer in accordance with the terms and conditions of this Agreement. In the event of any conflict or inconsistency between this Agreement and an Order, such conflict shall be resolved in accordance with Section 12.17 (Order of Precedence). Rhythm will provide to Customer the Services specified in an Order. Customer will identify to Rhythm, in the manner specified by Rhythm from time to time, its employees that require access to the Services. Rhythm will provide standard support to Customer at no additional charge to provide appropriate patches and bug fixes for the Services as applicable, and may, but has no obligation to, provide new releases, updates or upgrades as they may, from time to time, be developed and made available as part of the Services.

Certain Services may be subject to Product-Specific Terms, which supplement and form part of this Agreement. In the event of any conflict between the Product-Specific Terms and this Agreement, the Product-Specific Terms shall govern with respect to the applicable Service offering, subject to Section 12.17 (Order of Precedence).

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

2.3 Protection of Customer Data. Rhythm will maintain administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data, as described in the Documentation. Those safeguards include measures designed to prevent unauthorized access, use, modification, or disclosure of Customer Data. Customer shall protect and maintain the confidentiality of any logins, passwords or other access credential supplied by Rhythm for use with the Services. Customer is liable for all authorized and unauthorized uses of such account credentials.

3. USE OF SERVICES AND CONTENT.

3.1 Customer Responsibilities. Customer shall: (a) ensure that Customer and its personnel comply with this Agreement and all applicable Orders, and be responsible for any acts or omissions of its personnel in connection with the Services; (b) ensure that all Customer Data is accurate, lawfully obtained, and that Customer has the necessary rights to provide such data to Rhythm for the use and processing as contemplated in the Agreement; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and promptly notify Rhythm of any such unauthorized access or use; (d) use the Services solely in accordance with this Agreement, any applicable Order, and the Documentation; (e) comply with all applicable laws in connection with its use of the Services; and (f) cooperate with Rhythm and provide such personnel, information, and resources as Rhythm may reasonably request to enable Rhythm to perform the Services.

3.2 Usage Restrictions. Customer shall not: (a) exceed any usage limits or licensing metrics specified in an Order; (b) make any Service available to, or use any Service for the benefit of, any third party; (c) sublicense, resell, lease, or otherwise transfer or grant access to the Services to any third party, or incorporate any Service into a service bureau or outsourcing offering; (d) use any Service in contravention of Section 3.4 (Prohibited Uses); (e) interfere with, disrupt, or attempt to gain unauthorized access to the Services or any related systems or networks; (f) circumvent any usage limits, technical controls, or access restrictions applicable to the Services; (g) copy, modify, or create derivative works of any Service, or any part, feature, function, or user interface thereof, except as expressly permitted in this Agreement, an Order, or the Documentation; (h) frame, mirror, or otherwise replicate any portion of the Services; (i) access any Service to develop a competing product or service or for benchmarking purposes without Rhythm’s prior written consent; or (j) reverse engineer, decompile, or disassemble any Service, except to the extent expressly permitted by applicable law.

3.3 Technical Requirements. Customer acknowledges that it will need certain equipment, software, and Internet access to be able to access the Services. Acquiring, installing, maintaining, and operating equipment and Internet access is solely Customer’s responsibility. Customer is responsible for ensuring that such equipment is compatible with the Services and complies with all configurations and specifications provided by Rhythm, which may be amended from time to time. Rhythm neither represents nor warrants that the Services will be accessible through all web browser releases or capable of being used with all operating systems.

3.4 Prohibited Uses. Customer shall not, and shall not permit others to, use the Services to: (a) harass, threaten, or stalk others or to infringe or violate the rights of others, including rights of privacy, publicity, or intellectual property; (b) transmit any unlawful, harmful, obscene, fraudulent, defamatory, or otherwise objectionable content, including unsolicited commercial communications; (c) engage in or encourage conduct that could constitute a criminal offense or give rise to civil liability; (d) impersonate any person or entity or misrepresent Customer’s identity or affiliation; (e) transmit any virus, malware, or other code designed to damage, disrupt, or impair any system, network, data, software, or equipment; (f) interfere with or disrupt the Services or any connected networks or servers, or violate the policies or procedures of such networks; (g) attempt to gain unauthorized access to the Services or any other systems or networks; or (h) interfere with any other person’s use of the Services. Rhythm has no obligation to monitor Customer’s use of the Services but reserves the right to monitor, review, retain, and disclose information as necessary to comply with applicable law, regulation, legal process, or governmental request.

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

3.6 Nature of Services; Data Reliance; Alerts & Monitoring

The Services are designed to assist Customer in monitoring, organizing, and administering safety, compliance, and risk-related programs. The Services are tools to support Customer’s operations and do not constitute, and shall not be construed as, legal, regulatory, insurance, employment, or professional advice. Rhythm does not make operational, employment, compliance, licensing, or underwriting decisions or determinations on behalf of Customer, and Customer remains solely responsible for all such decisions. The Services rely on information and data provided by Customer, its personnel, third-party vendors, and integrated systems. Customer is solely responsible for ensuring that all such information and data are accurate, complete, current, and lawfully obtained. Customer acknowledges that data received from third-party sources or integrated systems may be incomplete, delayed, or inaccurate, and Rhythm does not control, verify, or assume responsibility for the accuracy, completeness, timeliness, or reliability of any such data.

The Services may generate alerts, notifications, analytics, or recommendations based on available data. Such outputs are informational only and are not intended to replace Customer’s independent judgment, policies, or procedures. Rhythm does not monitor Customer’s operations in real time and does not guarantee that any alert, notification, or insight will be generated, transmitted, or received in a timely manner, or at all. Customer is solely responsible for reviewing, interpreting, and acting upon any outputs of the Services and for all operational, safety, compliance, and business decisions. Rhythm shall not be responsible or liable for any action or inaction taken by Customer or any third party in reliance on, or failure to act upon, any data, alert, notification, or insight generated by the Services, or for any outcomes arising from incomplete, inaccurate, or delayed data.

3.7 Driver Record and Consumer Data Compliance

3.7.1 FCRA and DPPA Compliance: Customer acknowledges that the Services are designed to support Customer’s fleet safety, compliance, and risk management operations and are not intended to constitute standalone background screening services or investigative consumer reporting services. To the extent any activity conducted through the Services is determined to constitute the assembly or evaluation of consumer report information under the Fair Credit Reporting Act (“FCRA”), Rhythm shall comply with the FCRA obligations applicable to Rhythm in connection with such activity, while Customer remains responsible for its own permissible purpose, notices, authorizations, employment decisions, and use of any information accessed through the Services.

Certain aspects of the Services may facilitate the administrative monitoring, coordination, and presentation of driver safety, qualification, and compliance information. To the extent Customer accesses, requests, or uses motor vehicle records (MVRs), Pre-Employment Screening Program (PSP) driver records, background screening information, or other driver-related data subject to the FCRA or the Driver’s Privacy Protection Act (“DPPA”), Customer is responsible for: (a) ensuring it has a permissible purpose for obtaining and using such information; (b) complying with all notice, authorization, consent, disclosure, adverse action, and similar obligations applicable to Customer’s use of such information; and (c) maintaining records of such authorizations as required by applicable law.

Rhythm may facilitate integrations with, or administrative coordination of, third-party services that provide driver-related records or reports. Rhythm does not control the content, accuracy, legal classification, or regulatory status of such third-party records or reports as provided by those vendors. Customer is responsible for ensuring that drivers or employees have provided all authorizations and consents required for Customer’s retrieval and use of such records.

Rhythm may make available or require a separate disclosure and authorization process for certain data processing activities conducted through the Services. Customer shall reasonably cooperate with Rhythm in facilitating the presentation and completion of any such forms. Rhythm does not make employment, licensing, disciplinary, underwriting, or driver qualification decisions regarding drivers or employees.

3.7.2 Privacy and Regulated Information: To the extent any information subject to applicable privacy laws, including the Health Insurance Portability and Accountability Act (“HIPAA”), is provided to Rhythm, Customer is responsible for ensuring that such information is shared in compliance with applicable laws and that all required authorizations or consents have been obtained.

3.7.3 U.S. State Privacy Laws: To the extent Customer Data includes “personal information” or “personal data” as defined under applicable U.S. state privacy laws, including the California Consumer Privacy Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, and other similar state laws (collectively, “State Privacy Laws”), Rhythm processes such information as a “service provider,” “processor,” or equivalent designation under the applicable State Privacy Law on behalf of Customer. Rhythm shall not sell or share personal information or personal data received from Customer, shall not retain, use, or disclose such information outside the direct business relationship with Customer except as permitted by applicable State Privacy Laws, and shall not combine it with personal information or personal data from other sources except as permitted by applicable State Privacy Laws. Rhythm certifies that it understands and will comply with these restrictions.

3.8 Insurance Relationship: Customer acknowledges that it may be introduced to Rhythm or the Services through an insurance broker, retail agent, or managing general agent (“MGA”). Any such broker, agent, or MGA is acting solely as an independent intermediary and is not an employee, agent, partner, or representative of Rhythm. No such party has authority to bind Rhythm, modify this Agreement, or make representations, warranties, or commitments on behalf of Rhythm. Unless expressly agreed in writing, no broker, agent, or MGA is a party to this Agreement, and no such party shall have any rights, obligations, or liabilities hereunder.

Customer acknowledges that any insurance products, underwriting decisions, or coverage terms are solely between Customer and its insurer or intermediary, and are independent of the Services. Rhythm does not provide insurance, underwriting, or risk transfer services. To the extent Customer authorizes the sharing of data with insurers, brokers, or MGAs, such sharing shall be governed by this Agreement and any applicable Data or Aggregated Insights provisions. Customer authorizes Rhythm to share Customer Data, including operational and safety-related data, with Customer’s designated insurers, brokers, MGAs, and authorized partners, solely as necessary to deliver Services, support insurance-related programs, or enable risk evaluation, provided such sharing is consistent with this Agreement and applicable law. Such sharing shall be limited to status-level or aggregated information and shall not include the underlying detail of any consumer report obtained for employment purposes unless the applicable driver has provided separate, specific consent for such disclosure.

4. PROPRIETARY RIGHTS AND LICENSES.

4.1 Reservation: Rhythm and its licensors reserve all their rights, title, and interest in and to the Services and the Documentation, including all updates or upgrades to, or derivative works of, the foregoing, and all intellectual property rights therein. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement, and it is the parties’ intent that no rights be granted by estoppel or implication.

4.2 Access to Services: Subject to Customer’s compliance with this Agreement and any Orders, Rhythm grants to Customer a non-exclusive, personal, non-transferable, limited license for its employees to access and use the Services and Documentation solely for Customer’s internal business purposes.

4.3 Customer Data: Customer grants to Rhythm and its subcontractors a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit, translate, and otherwise use and process Customer Data as reasonably necessary or useful to perform its obligations or exercise its rights under this Agreement. Customer warrants to Rhythm that Customer has the right to grant the foregoing license and provide Customer Data to Rhythm in accordance with this Agreement.

4.4 Data Broker Clarification and Aggregated Insights:

Rhythm does not sell, rent, license, or otherwise make available to any third party any identifiable Customer Data, including identifiable information relating to Customer’s drivers, employees, or operations, except as expressly authorized by Customer, required to provide the Services, or as otherwise permitted under this Agreement. Rhythm may collect, use, and commercialize Aggregated Insights derived from Customer Data, provided that such Aggregated Insights are used for purposes including benchmarking, analytics, product improvement, risk modelling, underwriting support, and industry research.

Rhythm may license Aggregated Insights to insurers, reinsurers, brokers, and other risk-bearing entities for underwriting, pricing, benchmarking, and portfolio risk management purposes, provided such data remains de-identified.

For clarity, Aggregated Insights do not constitute Customer Confidential Information, provided that Customer Data in its identifiable form remains Confidential Information subject to Section 6. Rhythm shall implement reasonable administrative, technical, and organizational measures designed to prevent re-identification of Aggregated Insights.

4.5 Participation in Aggregated Insights Programs: Customer acknowledges and agrees that: (a) participation in aggregated data models enhances benchmarking, predictive analytics, and risk intelligence across the Services; and (b) Aggregated Insights may be used by Rhythm and its partners, including insurers, brokers, and service providers, in de-identified and aggregated form.

Where permitted by applicable law, participation in Aggregated Insights programs may be a condition of eligibility for certain insurance-aligned offerings, pricing, underwriting consideration, or risk-sharing programs.

To the extent required by applicable law, Customer shall obtain any necessary consents or provide any required disclosures to enable such participation. Customer may opt out of such participation where required by law.

5. FEES AND PAYMENT TERMS

5.1 Services Fees. For the Services provided under this Agreement, Customer will pay Rhythm the fees, expenses, and other amounts set forth in an Order.

Customer will pay all invoices within fifteen (15) days from the date of the Rhythm invoice. All fees paid and expenses reimbursed under this Agreement will be in United States currency. Rhythm will increase its fees annually on the subscription renewal date as specified in the Order by a minimum of 3% or the annual CPI as defined herein, whichever amount is greater. The CPI adjustment will be determined as follows: the All-Urban Consumer Price Index (CPI-U) for All-items, nationally (non-seasonally adjusted) as published by the U.S. Bureau of Labor Statistics for the month immediately preceding the Customer’s annual subscription renewal date.

5.2 Late Fees. If any invoiced amount is not received by Rhythm by the due date, then, without limiting Rhythm’s rights or remedies, those amounts will accrue interest at a rate of 1.5% per month or the maximum allowed under state law (whichever is lower). Rhythm, at its option, may suspend the Services, in whole or in part, if Rhythm does not receive all undisputed amounts due and owing under this Agreement within thirty (30) days after delivery of notice to Customer of the failure to pay such overdue balances. Rhythm shall be entitled to an award for its reasonable attorney’s fees and collection costs in connection with Customer’s breach of its payment obligations.

5.3 Taxes. Rhythm’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, even if such amounts are not listed by Rhythm. If an applicable tax authority requires Rhythm to pay any taxes that should have been payable by Customer, Rhythm will advise Customer in writing of its obligation, and Customer will promptly reimburse Rhythm for the amount paid or assessed.

5.4 No Offset. Fees and expenses due from Customer under this Agreement may not be withheld or offset by Customer against other amounts for any reason.

6. NON-DISCLOSURE AND CONFIDENTIALITY

6.1 Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” means information disclosed by a party to the other party that is designated as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Rhythm includes the Services and Documentation; and Confidential Information of each party includes the terms and conditions of this Agreement and all Orders (including pricing), as well as information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing; “Disclosing Party” refers to the party disclosing Confidential Information hereunder, whether such disclosure is directly from Disclosing Party or through Disclosing Party’s employees or agents; and “Recipient” refers to the party receiving any Confidential Information hereunder, whether such disclosure is received directly or through Recipient’s employees or agents. Confidential Information does not include information that: (a) is already known to the Recipient without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Recipient; (c) is developed by the Recipient independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Recipient from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information. For clarity, Aggregated Insights generated in accordance with Section 4.4 shall not be considered Confidential Information.

6.2 Requirement of Confidentiality. The Recipient agrees that it will use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (a) not disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party, provided that the Recipient may disclose the Confidential Information of the Disclosing Party to its, and its affiliates’, officers, employees, consultants and legal advisors who have a “need to know,” who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 6; and (b) use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations or as otherwise authorized under this Agreement. The Recipient will promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party. The obligations in this Section 6 will survive termination and continue for so long as the applicable information constitutes Confidential Information.

6.3 Compelled Disclosure. The Recipient may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Recipient gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Recipient is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Recipient for its reasonable cost of compiling and providing secure access to that Confidential Information.

6.4 Feedback. Any feedback, comments, suggestions, or proposed modifications to the Services provided by or on behalf of Customer to Rhythm may be freely used by Rhythm without duty of confidentiality, limited use, notice, or accounting.

7. THIRD-PARTY SERVICES

7.1 Integration with Third Party Services.  The Services may contain features designed to interoperate with products, applications, or services not provided by Rhythm, including those provided by Salesforce and other telematics providers, motor vehicle record providers, background screening providers, and any other system or data source. To use such features, Customer may be required to purchase or obtain access to such Third-Party Services directly from the applicable provider and grant Rhythm access to Customer’s account(s), data, or systems as necessary to enable the Services. Customer shall provide, and shall cause the applicable Third-Party Service providers to provide, Rhythm with any reasonably requested information, access, and materials necessary to enable integration, administration, and delivery of the Services.

Customer acknowledges and agrees that Rhythm’s Services may rely on data generated, processed, or maintained by Third-Party Services, including telematics systems, electronic logging devices, safety monitoring systems, and motor vehicle record or driver-related data providers. Rhythm does not control and is not responsible for the collection, accuracy, completeness, timeliness, legal classification, or regulatory status of data provided by such Third-Party Services.

Rhythm’s role with respect to Third-Party Services is limited to facilitating integration, administrative coordination, and presentation of information through the Services. Customer is solely responsible for ensuring compliance with all applicable laws in connection with its use of Third-Party Services and related data, including obtaining any required notices, authorizations, and consents under applicable law, including the DPPA.

Customer further acknowledges that interruptions, delays, errors, or inaccuracies in the Services may result from Third-Party Services, and Rhythm shall not be responsible or liable for any unavailability, failures, or performance issues attributable to such Third-Party Services.

For the avoidance of doubt, Customer acknowledges that Rhythm does not control Customer’s operations, employees, or drivers, and the Services are solely informational and administrative in nature. Customer retains sole responsibility for all operational, safety, employment, and compliance decisions.

7.2 Permissions; Disclaimer. Customer’s use of any Third-Party Service in connection with the Services is optional and at Customer’s sole election, except where certain Third-Party Services are required for specific features or components of the Services. Customer acknowledges that such Third-Party Services are not provided or controlled by Rhythm. If Customer elects to enable, integrate, or use a Third-Party Service with the Rhythm Services, Customer grants Rhythm a limited, non-exclusive right to permit the Third-Party Service and its provider to access, use, transmit, and process Customer Data (including data that may constitute Confidential Information) solely as necessary to enable the interoperation of such Third-Party Service with the Services. Customer acknowledges and agrees that any acquisition, use, or integration of a Third-Party Service, and any exchange of data between Customer and such Third-Party Service or its provider, is solely between Customer and the applicable third-party provider and is governed by Customer’s agreement with such provider. Rhythm is not responsible or liable for any disclosure modification, corruption, or deletion of such data residing on a Third-Party Service or if resulting from access by any Third-Party Service or its provider. Any acquisition by Customer of a Third-Party Service, and any exchange of data between Customer and any Third-Party Service or its provider, is solely between Customer and the applicable third-party provider. Rhythm does not warrant or support any Third-Party Service or other third-party products or services. Further, Rhythm cannot guarantee the continued availability of any Service features that interoperate with Third-Party Services, and may cease providing them without being in breach of this Agreement or entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Service ceases to make the Third-Party Service available for interoperation with the applicable Service or Customer’s agreement with the provider of the Third-Party Service expires or terminates for any reason.

7.3 Salesforce Pass-Through Terms. To the extent the Services incorporate or rely upon technology provided by Salesforce, Inc., Customer shall comply with the terms and conditions found at https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/alliance-agreements-and-terms/OEM-Pass-Through-Terms.pdf (or such successor URL as may be published from time to time) (the “SF Terms”), which are hereby incorporated by reference. The SF Terms are for the benefit of Salesforce, Inc. and are enforceable by it as a third-party beneficiary.

7.4 Audit and Compliance Verification: Upon reasonable prior notice and no more than once annually, Customer may request documentation reasonably demonstrating Rhythm’s compliance with its data protection and security obligations. Rhythm may satisfy such requests through existing reports, certifications, or summaries.

7.5 Suspension Rights. Rhythm may suspend Customer’s access to the Services, in whole or in part, immediately upon written notice if Rhythm reasonably determines that Customer: (a) violates applicable law, (b) breaches this Agreement, or (c) poses a security, legal, or operational risk to Rhythm or its customers. Rhythm shall use commercially reasonable efforts to provide advance notice where practicable and to limit the scope and duration of any suspension to the extent reasonably necessary to address the applicable concern.

8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

8.1 Mutual Representations. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

8.2 Performance Warranty. Rhythm represents and warrants that the Services will conform substantially with the Documentation under normal use and circumstances. Customer shall promptly notify Rhythm of any material nonconformance. Rhythm’s sole obligation, and Customer’s exclusive remedy, for breach of this warranty shall be for Rhythm to use commercially reasonable efforts to correct such nonconformance through support services.

8.3 Customer Warranties. Customer represents and warrants that (a) Customer will use, and will ensure that all users use, each Service in full compliance with this Agreement, the Documentation and all applicable laws and regulations; (b) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by any Service or any Third-Party Service; and (c) it shall comply with the terms and conditions of its agreement(s) with each provider of a Third-Party Service.

8.4 Compliance with Communication Laws. The Services may contain limited functionality that may enable Customer or its authorized users to receive communications, including support-related text messages, in-application notifications, and email correspondence in connection with the use of the Services (collectively, “Communications”). Such Communications are transactional and service-related in nature and are initiated at the request or election of the user.

Notwithstanding the limited nature of such Communications, Customer shall comply with all applicable laws relating to electronic communications, including the Telephone Consumer Protection Act (“TCPA”), the CAN-SPAM Act, and their implementing regulations, and any applicable state law requirements. Customer shall not use the Services to send unsolicited or non-compliant communications to any person. Customer is solely responsible for ensuring that any phone number or contact information submitted to the Services belongs to, and has been provided by, the intended recipient. Customer shall indemnify and hold the Rhythm-related indemnified parties against any and all damages, including reasonable outside attorneys’ fees, that the Rhythm-related indemnified parties may suffer or incur arising out of or in connection with any and all of Customer’s actions or inactions that constitute a failure to comply with this Section. Section 9 does not apply to Customer’s obligations under this Section or any breach thereof, which shall constitute a material breach of this Agreement.

8.5 Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION 8, RHYTHM DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CUSTOMER REGARDING THIS AGREEMENT AND THE SERVICES, 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 RHYTHM. NO WARRANTY IS MADE THAT USE OF THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES FUNCTIONALITY WILL MEET CUSTOMER’S REQUIREMENTS. RHYTHM DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDER. CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR ALL OPERATIONAL, SAFETY, EMPLOYMENT, AND COMPLIANCE DECISIONS, AND FOR ANY ACTIONS TAKEN OR NOT TAKEN BASED ON THE SERVICES.

9. LIMITATION OF LIABILITY.  

9.1 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, REVENUE, PROFIT, OR DATA, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. EXCEPT FOR A PARTY’S BREACH OF SECTION 6 (NON-DISCLOSURE AND CONFIDENTIALITY) OR A PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO RHYTHM PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION.  

10.1 Rhythm Indemnification. Rhythm will defend Customer and its officers, directors, employees, agents, successors and permitted assigns against any claim, suit, action or proceeding brought by a third party alleging that Customer’s receipt or use of the Services in accordance with this Agreement infringes any intellectual property right or misappropriates any trade secret of that third party (each, a “Claim Against Customer”), and will pay all settlements entered into and damages awarded against Customer as a result of a Claim Against Customer; provided, however, that Rhythm will have no obligations under this Section 10.1 with respect to claims to the extent arising out of: (a) any instruction, information, designs, specifications or other materials provided by Customer to Rhythm; (b) use of the Services in combination with any materials or equipment not supplied to Customer or specified by Rhythm in writing; (c) any modifications or changes made to the Services by or on behalf of any person or entity other than Rhythm; (d) the use of any version of the Services other than the most current release made available by Rhythm; (e) Customer Data; or (f) Customer’s breach of this Agreement, the Documentation, or the applicable Order(s). If a Service, or any part thereof, becomes, or in the opinion of Rhythm may become, the subject of a claim of infringement or misappropriation, Rhythm may, at its option: (x) obtain a license for Customer’s continued use of that Service in accordance with this Agreement; (y) replace or modify the Services so that they are no longer claimed to infringe or misappropriate; or (z) terminate all or any portion of this Agreement and refund to Customer any portion of the fees prepaid by Customer for the infringing Service.

10.2 Customer Indemnification. Customer will defend Rhythm and its officers, directors, employees, agents, affiliates, successors and permitted assigns against any claim, suit, action or proceeding brought by a third party: (a) alleging that any information or materials provided by Customer (including Customer Data), or Rhythm’s receipt or use thereof, infringes any intellectual property right or misappropriates any trade secret of that third party; (b) arising from Customer’s breach of Section 3.2; (c) arising from Customer’s failure to comply with applicable law; or (d) arising from a dispute between Customer and any client of Customer (each of (a) – (d), a “Claim Against Rhythm”) and will pay all settlements entered into and damages awarded against Rhythm as a result of a Claim Against Rhythm.

10.3 Indemnification Procedures. The party seeking indemnification hereunder will promptly notify the indemnifying party in writing of a claim for which it seeks indemnification hereunder and will cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party will immediately take control of the defense and investigation of the claim and will employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party will not settle any claim hereunder in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed. The indemnified party’s failure to perform any obligations under this Section 10.3 will not relieve the indemnifying party of its obligations under this Section 10 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense.

11. TERM AND TERMINATION.  

11.1 Term. This Agreement will commence on the Effective Date and shall continue in accordance with the terms in the Order Form.

11.2 Termination. Without prejudice to any other remedies and in addition to any other termination rights herein, this Agreement may be terminated by either party if the other party commits a material breach of this Agreement and such breach remains uncured 30 days after written notice of such breach is delivered to such other party, with a material breach including Customer’s failure to pay, when due, any fees due to Rhythm.

11.3 Effect of Termination or Expiration.  The expiration (as distinct from the termination) of this Agreement will not terminate any Order that is then in effect and not otherwise terminated and, notwithstanding anything in this Section 11.3, the terms and conditions of this Agreement will continue in effect with respect to any such Order until its expiration or termination. Subject to the preceding sentence, upon expiration or termination of this Agreement for any reason: (a) all Orders hereunder will terminate, and all rights and licenses granted by Rhythm hereunder to Customer will immediately cease; and (b) Customer will immediately cease use of any Services and, within thirty (30) days after termination or expiration of this Agreement, return to Rhythm or, at Rhythm’s written request destroy, all Rhythm Confidential Information in Customer’s possession or control. The following sections of this Agreement will survive its termination or expiration: Section 1 (Definitions); Section 3.5 (Removal of Content); Section 4.1 (Reservation); Section 4.3 (Customer Data); Section 5 (Fees and Payment Terms); Section 6 (Non-Disclosure and Confidentiality); Section 8.5 (Disclaimer); Section 9 (Limitation of Liability); Section 11.3 (Effect of Termination or Expiration); Section 11.4 (Portability and Deletion); and Section 12 (General).

11.4 Portability and Deletion. If Customer requests in writing within 30 days after the effective date of termination or expiration of this Agreement: (a) Rhythm will make Customer Data available to Customer for export or download and (b) Rhythm will return to Customer all Customer Confidential Information other than Customer Data in Rhythm’s possession or control. After that 30-day period, Rhythm will have no obligation to maintain or provide any Customer Confidential Information and will thereafter delete or destroy all copies of Customer Confidential Information in its systems or otherwise in its possession or control, unless legally prohibited. For the avoidance of doubt, Rhythm’s obligations under this Section 11.4 do not apply to aggregated and/or de-identified data.

12. GENERAL.

12.1 Insurance. Rhythm maintains and will maintain the following insurance policies during the Term with one or more insurance carriers having at least a minimum A.M. Best’s rating of A-/VII: (a) Workers’ Compensation and Employers’ Liability. Statutory limits (workers’ compensation) and not less than $1,000,000 per claim (employers’ liability); (b) Commercial General Liability of not less than $5,000,000 combined single limit for property damage and bodily injury per occurrence, including Contractual Liability, Broad Form Property Damage, Bodily Injury, Personal and Advertising Injury, and Products and Completed Operations Liability coverages, provided that such limits may be satisfied with any combination of primary and umbrella insurance; and (c) Network Security/Privacy Liability/Cyber Coverage in an amount not less than $1,000,000 per occurrence or per claim, providing coverage for unauthorized access to or use of a computer network and unauthorized access to or dissemination of personally identifiable information. Rhythm may satisfy two or more of the policy requirements in this section with the same insurance policy.

12.2 Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to this Agreement or the parties. Exclusive venue for any action arising out of or in connection with this agreement shall be in Florida. The parties each hereby consent to the jurisdiction and venue in Broward County, Florida, and waive any objections to such jurisdiction and venue.

12.3 Delay in Performance. If Rhythm’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Rhythm shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay, and Rhythm’s obligation to perform will be extended by the same number of days as Customer’s contingent action is delayed.

12.4 Conflicting Terms in Customer Purchase Orders. Notwithstanding the content of any Customer purchase order or any other document or record generated by Customer (other than an executed Order), whether in writing or electronic, relating to the subject matter of this Agreement, the terms of this Agreement will govern and any conflicting, inconsistent, or additional terms contained in such documents will be null and void.

12.5 Notice. All communications required or otherwise provided under this Agreement will be in writing and will be deemed given when delivered (a) by hand, (b) by registered or certified mail, postage prepaid, return receipt requested; or (c) by a nationally recognized overnight courier service; to the address set forth for the applicable party on the first page of this Agreement, as may be amended by the party by written notice to the other party in accordance with this Section 12.5.

12.6 Assignment. Neither party may assign, transfer or delegate any or all of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided that upon prior written notice to the other party, either party may assign this Agreement, in whole, to a successor of all or substantially all of the assets of that party through merger, reorganization, consolidation or acquisition. If a party makes any attempted assignment, transfer, or other conveyance in violation of the foregoing, the attempted assignment, transfer, or other conveyance will be null and void.

12.7 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Should any provision of this Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same may not apply a presumption that the terms of this Agreement will be more strictly construed against one party than against another.

12.8 Severability. In case any one or more of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

12.9 Entire Agreement. This Agreement, including the schedules and exhibits hereto and Orders entered hereunder, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto.

12.10 Publicity. Customer shall permit Rhythm to feature Customer in a press release upon execution of this Agreement and shall permit Rhythm to feature Customer in marketing materials following the implementation of the Services. Rhythm and Customer agree to collaborate on public announcements and marketing materials and shall refrain from issuance or distribution of marketing materials without first obtaining the prior written consent of the other party, which shall not be unreasonably withheld.

12.11 Amendment; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving.

12.12 Export. Customer shall not itself, or permit any third party, to, export, re-export or release, directly or indirectly, the Services to any country, jurisdiction or individual person to which the export, re-export or release of the Service (a) is prohibited by applicable law and associated regulations or (b) without first completing all required undertakings, including obtaining any necessary export license or other governmental approval. Customer will indemnify and hold Rhythm harmless from any breach of this section.

12.13 Force Majeure. Neither party will be liable for delay or failure in performing any of its obligations (other than payment obligations) hereunder due to causes beyond its reasonable control, including an act of nature, war, natural disaster, governmental regulations, actions or orders, epidemics or pandemics, terrorism, denial of service, ransomware or other cyberattacks, communication or utility failures or casualties or the failures or acts of third parties.

12.14 Equitable Relief. Each party acknowledges that a breach by a party of Section 3.2 (Usage Restrictions) or Section 6 (Non-Disclosure and Confidentiality) may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies will not be deemed to be exclusive but will be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

12.15 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors, unless otherwise agreed to in an Order, and permitted assigns and, except as expressly set forth in Section 7.3 and 10, nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

12.16 Relationship of Parties. Nothing in this Agreement will constitute or be deemed to constitute a partnership between the parties hereto or constitute or be deemed to constitute one party as agent of the other, for any purpose whatsoever, and neither party will have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose.

12.17 Order of Precedence: In the event of a conflict, the following order of precedence applies: (1) Order, (2) Product-Specific Terms, (3) applicable Addenda, (4) this Agreement.

12.18 Dispute Resolution; Arbitration; Class Action Waiver.

(a) Binding Arbitration. Except as expressly provided in Section 12.18(c), any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (collectively, “Disputes”), shall be determined by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect, except as modified herein. The arbitration shall be conducted by a single arbitrator selected in accordance with JAMS rules. The arbitration shall be held in Broward County, Florida, unless the parties mutually agree otherwise. The arbitrator shall apply Florida law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

(b) Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AND RHYTHM AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CUSTOMER AND RHYTHM EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. If for any reason a claim proceeds in court rather than in arbitration, Customer and Rhythm each waive any right to a jury trial.

(c) Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information pending the outcome of arbitration. Additionally, either party may bring an individual action in small claims court for Disputes within the scope of such court’s jurisdiction.

(d) Opt-Out Right. Customer may opt out of this arbitration provision by sending written notice to Rhythm at the address set forth in Section 12.5 within thirty (30) days after the Effective Date. Such notice must include Customer’s name, address, and a clear statement that Customer does not wish to resolve Disputes with Rhythm through arbitration. If Customer opts out, all other provisions of this Agreement will continue to apply.

(e) Severability of Arbitration Provisions. If any portion of this Section 12.18 is found to be unenforceable, the remaining portions shall remain in full force and effect; provided, however, that if the class action waiver in Section 12.18(b) is found to be unenforceable with respect to any Dispute, then the entirety of this Section 12.18 shall be null and void with respect to such Dispute only, and such Dispute shall be resolved in court subject to the jurisdiction and venue provisions of Section 12.2.

PRODUCT-SPECIFIC TERMS

The following Product-Specific Terms supplement the Master Services Agreement (the “Agreement”) and apply to the extent Customer has subscribed to the applicable Service offering pursuant to an Order. Capitalized terms used but not defined herein have the meanings set forth in the Agreement. In the event of any conflict between these Product-Specific Terms and the Agreement, these Product-Specific Terms shall govern with respect to the applicable Service offering.

1. SaferFleet Services.

Product specific terms – SaferFleet Services:

Third-Party Data Source Authorization

Customer authorizes Rhythm and its designated service providers, subcontractors, technology vendors, and integration partners to access, receive, retrieve, process, analyze, transmit, store, and utilize information obtained from Customer-authorized third-party systems, connected platforms, and external data providers in connection with services provided through the SaferFleet program and related services.

Authorized third-party data sources may include, where applicable:

• Electronic Logging Device (ELD) providers
• telematics and GPS providers
• TruckerCloud and connected platforms
• dash camera and video safety providers
• fleet management systems
• driver qualification and licensing systems
• maintenance, repair, and DVIR platforms
• inspection and compliance data providers
• FMCSA and publicly available regulatory data sources
• claims administrators and insurance-related systems
• payroll, dispatch, routing, workforce management, and operational systems
• other systems, platforms, or providers authorized by Customer or integrated as part of program delivery

Customer acknowledges that information obtained from such third-party sources may be combined with Customer-provided information and utilized for purposes related to insurance program administration, risk management, safety services, compliance monitoring, claims support, analytics, operational support, and other authorized services provided through the SaferFleet program and related services.

Customer represents and warrants that Customer possesses and will maintain all rights, permissions, notices, disclosures, and authorizations necessary to permit access to and use of information from such third-party sources and authorizes the sharing of such information with Rhythm and authorized service providers acting on its behalf.

Customer further acknowledges that third-party data availability, accuracy, completeness, and timeliness depend upon underlying provider systems and that Rhythm does not control or guarantee third-party data sources.

Mobile communications Consent

Customer consents to Rhythm, in connection with the provision of SaferFleet services, and its affiliates, service providers, subcontractors, and authorized representatives using the mobile telephone number(s) and contact information provided for Customer’s designated contacts, administrators, safety managers, drivers (where applicable), and other authorized representatives to deliver service-related communications associated with the provision of SaferFleet services.

Such communications may include, without limitation, safety alerts, compliance reminders, driver qualification and licensing notifications, program updates, operational and account administration communications, and other service-related communications necessary for the delivery, administration, and support of SaferFleet services, including via SMS/text messages, voice calls, emails, push notifications, and other electronic communications.

Customer acknowledges that message and data rates may apply based on its mobile carrier plan. Customer further acknowledges that such communications are operational and service-related in nature, are not intended for marketing or promotional purposes, and that certain SaferFleet services may be limited if Customer opts out of operational communications.

Customer represents that it will maintain accurate contact information and promptly notify Rhythm of changes to designated contact information.

Agent and Insurance Carrier Information Sharing Authorization

Customer authorizes Rhythm and its designated service providers to share Customer data, safety, compliance, risk, operational, analytics, and program participation information with Customer’s designated insurance agents, brokers, MGAs, wholesalers, program administrators, TPAs, claims administrators, and participating insurance carriers for purposes related to underwriting, risk management, loss control, claims support, policy servicing, insurance administration, and related services provided through the SaferFleet program and related services.

Customer acknowledges that such parties may rely upon information, analytics, scores, reports, alerts, and insights generated through the SaferFleet program in connection with insurance-related decisions, risk management activities, claims activities, and related services.

Trucker Cloud acknowledgement and authorization for Rhythm (Specific to SPS customers)

Customer acknowledges and confirms that Customer has previously authorized access to and sharing of Customer data through Customer’s executed agreements and authorizations with TruckerCloud and connected data providers for insurance and related services. Customer further acknowledges that Specialized Program Solutions (“SPS”) has been identified as an authorized Data Recipient under such authorizations. For purposes of clarity, references to “Carrier” in upstream authorizations or agreements with TruckerCloud shall mean Customer under this Agreement.

Customer further authorizes SPS and SPS’s designated service provider, Rhythm Industrials, Inc. dba Rhythm Innovations (“Rhythm”), acting solely on behalf of SPS, to receive, access, process, analyze, transmit, store, and utilize such data for purposes related to insurance program administration, risk management, safety services, compliance monitoring, analytics, claims support, and other services provided as part of the SaferFleet program.

Customer acknowledges that SPS may utilize third-party service providers, subcontractors, and technology vendors in delivering contracted services and authorizes such parties to process Customer data solely on behalf of SPS and within the scope of authorized services.

Customer further acknowledges that information associated with claims, incidents, audits, regulatory requirements, litigation, evidence preservation, or other authorized insurance-related purposes may be retained beyond program participation periods where reasonably necessary to support legal, business, or insurance obligations.

PROFESSIONAL SERVICES ADDENDUM

This Professional Services Addendum (together with one or more statements of work (each an “SOW”) signed by the parties, this “Addendum”) is entered into as of Effective Date by and between Rhythm Industrials, Inc., a Delaware company d/b/a Rhythm Innovations (“Rhythm”) and Customer, and is incorporated into and governed by the Master Services Agreement between the parties (the “Master Agreement”). Capitalized terms used but not defined herein have the meanings set forth in the Master Agreement. This Addendum constitutes an Order (as defined in the Master Agreement) and sets forth the terms under which Rhythm will provide professional services set forth in an SOW (collectively, “Professional Services”) and Deliverables (defined below) to Customer. In the event of any conflict between this Addendum and the Master Agreement, the terms of this Addendum shall govern with respect to the Professional Services. The parties agree as follows:

1. Definitions.

1.1 “Deliverables” means the deliverables and other work product uniquely developed by Rhythm for Customer and specifically identified as Deliverables in the applicable SOW. The term Deliverables does not include Pre-existing IP.

1.2 “Pre-existing IP” means any proprietary methodologies, tools, software, documentation, know-how, trade secrets, inventions, or works of authorship conceived or developed independently by Rhythm, or any skills, know-how, methods, concepts, or techniques of a general nature, whether or not acquired, gained or learned during the performance of the Professional Services performed under this Addendum, or from performing similar work for, or providing similar capabilities or products to others. “Skills, know-how, methods, concepts, or techniques of a general nature” will include, without limitation, information that could reasonably have been acquired in similar work performed for another.

2.Scope

Each SOW will set forth the applicable Professional Services and any related requirements. Any changes to this Addendum or SOW will require a written amendment signed by the parties. All Deliverables will be delivered electronically to Customer. Title and risk of loss to tangible Deliverables will pass to Customer upon delivery at the Customer destination.

3.Fees.

3.1 Payment. Customer shall pay Rhythm the fees specified in the applicable SOW. Fees and expenses due from Customer under this Addendum may not be withheld or offset by Customer against other amounts for any reason. If any invoiced amount is not received by Rhythm by the due date, then, without limiting Rhythm’s rights or remedies, those amounts will accrue interest at a rate of 1.5% per month or the maximum allowed under state law (whichever is lower). Rhythm, at its option, may suspend the Professional Services, in whole or in part, if Rhythm does not receive all amounts due and owing in accordance with this Addendum. Rhythm shall be entitled to an award for its reasonable attorney’s fees and collection costs in connection with Customer’s breach of its payment obligations. Rhythm’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder.

3.2 Expenses. Customer will reimburse Rhythm, at cost, for reasonable expenses incurred by Rhythm in performing the Professional Services, subject to Customer’s pre-approval.

3.3 Invoices.  Rhythm shall (a) invoice Customer monthly for time and material SOW(s), and (b) for fixed price SOW(s), shall invoice Customer in accordance with the schedule set forth in the applicable SOW, or if no schedule is set forth, upon execution of the SOW. Customer shall pay all invoices in U.S. Dollars within thirty (30) days of the date of the invoice.

4.Customer obligations.

Customer shall:
(a) have the overall direction and responsibility for all Professional Services to be performed hereunder;
(b) provide Rhythm, in a timely fashion, with all information and data reasonably required for the performance of the Professional Services by Rhythm hereunder;
(c) provide Rhythm with reasonable access to the premises, locations and systems necessary for the performance of the Professional Services;
(d) cooperate fully with Rhythm in the provision of Professional Services;
(e) timely participate in meetings and make its personnel readily available for such meetings; and
(f) assign personnel with relevant training and experience to work as part of a project team with Rhythm or in consultation with Rhythm personnel.

5. Non-Solicit. During the term of this Addendum, and for a period of two (2) years following the expiration or termination of this Addendum, Customer shall not, without the prior written consent of Rhythm, directly or indirectly solicit or hire any employee or independent contractor of Rhythm with whom it was introduced through the relationship established by this Addendum. If the Customer violates this section, Customer shall be required to pay Rhythm as liquidated damages, not as a penalty, one hundred percent (100%) of the annualized salary for each affected employee or independent contractor. Customer agrees that these liquidated damages are reasonable.

6. Ownership.

6.1 Ownership. To the fullest extent permitted by law and save in respect of Pre-existing IP licensed to Customer pursuant to Section 6.3, Customer shall retain sole and exclusive ownership of all right, title and interest to all Deliverables. Each party retains sole and exclusive ownership of its Confidential Information. Rhythm shall retain sole and exclusive ownership of all rights, title, and interest to all Pre-existing IP.

6.2 Assignment. Subject to Section 6.3 and Rhythm receipt of full payment for the applicable Deliverable, all Deliverables and all intellectual property rights in the Deliverables will be the sole and exclusive property of Customer and will be deemed to be a “work made for hire” (as defined in Section 101 of Title 17 of the United States Code). If any Deliverables is determined not to be “work made for hire,” Rhythm assigns to Customer all right, title and interest in and to the Deliverables, including all intellectual property rights subsisting therein. Rhythm will cooperate with Customer to any commercially reasonable extent to effectuate Rhythm assignment of intellectual property rights in and to the Deliverables.

6.3 License. If Rhythm incorporates into or provides in conjunction with any Deliverables any Pre-existing IP, then subject to Rhythm’s receipt of full payment for the Deliverables, Rhythm hereby grants Customer (including Customer’s contractors, affiliates, and agents) a non-exclusive, royalty-free, fully paid up, irrevocable, worldwide, perpetual license (with the right to sublicense) to make, have made, sell, offer for sale, use, execute, reproduce, modify, adapt, display, perform, distribute, make derivative works of, import, export, and disclose the Pre-existing IP in connection with the Deliverables.

7. Warranty.

7.1 Warranties.

Rhythm warrants that:

(a) Rhythm will perform the Professional Services in a professional and skillful manner and
(b) the Deliverables will substantially conform to the requirements of the applicable SOW upon their delivery.

7.2 Correction of Deliverables. Rhythm will, without charge, correct any non-conformity, defect, or malfunction in any Deliverables within thirty (30) days of written notice from Customer after their delivery provided such written notice specially identifies each deficiency to be corrected. If Rhythm determines that it is unable to correct the Deliverables, Rhythm sole obligation and Customer’s exclusive remedy, at Rhythm sole cost and expense, is to do one of the following:

(a)  replace the affected Deliverables;
(b)  modify the affected Deliverables so that they are conforming to the warranty in Section 7.1; or
(c)  refund Customer all fees paid for the non-conforming Deliverables. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDY FOR ANY BREACH OF SECTION 7.1.

8. Term and Termination.

8.1 Term. The term of this will begin on the Effective Date and continue for a period of one (1) year, automatically renewing thereafter for additional one (1) year periods, unless terminated earlier as per this Section 8. The initial term and all renewal terms are collectively referred to as the “Term.”

8.2 Termination. Either party may terminate this Addendum if the other party fails to cure any breach of this Addendum within thirty (30) days of the non-breaching party’s written notice of such breach. Any expiration of this Addendum or termination of an SOW shall not result in termination of any other SOW(s) or this Addendum. However, Rhythm’s termination of this Addendum shall result in termination of all then-pending SOW(s). Termination of this Addendum shall not affect the Master Agreement.

8.3 Effect of Termination. Sections 1 (Definitions), 3 (Fees), 5 (Non-Solicit), 6 (Ownership), 7 (Warranty), and 9 (General) of this Addendum, and all applicable provisions of the Master Agreement that by their terms survive, will survive the termination or expiration of this Addendum.

9. General.

9.1 Non-exclusive Engagement. Customer acknowledges that Rhythm may be engaged on behalf of other customers in the development, licensing, sale, or use of computer software or works and services functionally similar to Deliverables and Professional Services. Customer further acknowledges that Rhythm will be entitled to engage in transactions and implement projects for any third party. Rhythm retains all rights and license to its knowledge and experience (including processes, ideas, concepts, and techniques) acquired or developed by Rhythm prior to, or in the course of performing the Professional Services.

9.2 Master Agreement. Except as expressly modified by this Addendum, all terms and conditions of the Master Agreement remain in full force and effect and apply to the Professional Services provided hereunder, including without limitation the Master Agreement’s provisions regarding confidentiality, indemnification, limitation of liability, governing law, dispute resolution, assignment, force majeure, notices, and general provisions.