Please read these Terms of Service carefully because they govern your use of our products and services. The Customer, together with Jitter Solutions Corp. (“Jitter”), are referred to as the “Parties”.

Definitions

“Account” means the accounts Customer creates, via the Hosted Software, to access Customer Data.

“Affiliate” means any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Customer.

“Apps” means software applications for smartphones and tablets distributed by Jitter through Google Play or through the Apple App Store.

“Authorized User” means Customer’s employees, Affiliates, and/or contractors whom Customer authorizes to use the Jitter Software strictly on its behalf.

“Customer” or “you” means the company or legal entity for which you are accepting these Terms and its Affiliates who enter into Order Forms (for each such Affiliate, solely with respect to Order Forms entered into by it and for so long as it remains a Customer Affiliate).

“Customer Data” means Customer-specific data captured by Customer’s use of any installed Hardware, data submitted by Customer or by a third party (including from or through Non-Jitter Products) on Customer’s behalf into Apps and Hosted Software, and the analysis, reports, and alerts generated by the Products containing such data. For the avoidance of doubt, Customer Data does not include any Jitter Software.

“Documentation” means any Product training, technical services, or documentation made available to Customer through the Jitter website or otherwise made available to Customer by Jitter.

“Equipment” means the vehicle, equipment, asset, building, structure, or item into which Hardware is installed.

“Firmware” means software embedded in or otherwise running on the Hardware.

“Hardware” means the Jitter hardware devices such as gateways, cameras, sensors, controllers, vision systems, and accessories, that Customer has purchased, received for a free trial, or has otherwise acquired in relation to an Order Form.

“Hosted Software” means Jitter’s cloud-hosted software platform, including the interface accessed online.

"License Expiration Date" means the later of (i) the original license termination date set forth in the applicable Order Form you entered into for the original purchase of Products or under which Products were originally made available to you ("Initial Term"), and (ii) the end of the then-active Renewal Term (as defined below).

“License Start Date” means (a) the license start date described in the applicable Order Form.

“Malicious Code” means code, files, scripts, agents, software or programs intended to do harm or allow for unauthorized access, including, for example, viruses, worms, time bombs, and Trojan horses.

“Non-Jitter Products” means any web-based, offline, or mobile applications, or other resources, users, data, systems, networks, products, services, vehicles, equipment, hardware, or software functionality that is provided by Customer or a third party and that interoperates and/or exchanges data with the Products.

“Order Form” means the applicable Quote or Purchase Order setting forth the purchase or procurement of Jitter Products and/or licenses thereto. By entering into an Order Form hereunder, a Customer Affiliate agrees to be bound by these Terms as if it were Customer, and Customer and the applicable Customer Affiliate are jointly and severally liable under such Order Form.

"Pre-Launch Offerings” means any Jitter hardware and/or software offerings and related documentation and accessories that are not generally available to Jitter customers and that may be in the research, development, prototyping, and/or testing phase.

“Products” means the Hardware and Services. For greater certainty, Products does not include any Non-Jitter Products.

“Professional Services” means the training, consulting, or other professional services that are provided by Jitter to Customer (i) as purchased separately by Customer pursuant to an Order Form, (ii) in Jitter’s sole discretion, or (iii) as otherwise mutually agreed between the Parties.

“Purchase Order” means a purchase order or similar ordering document issued by Customer to Jitter and accepted by Jitter setting forth the purchase or procurement of Jitter Products and/or licenses thereto.

“Quote” means a quote issued by Jitter and executed by the Customer setting forth the purchase or procurement of Jitter Products and/or licenses thereto.

“Refund” means an amount refunded to the Customer (or in Jitter’s sole discretion to any third party who paid Jitter for Customer’s procurement of Products under the applicable Order Form, including a third party) pursuant to these Terms equal to (i) fees pre-paid to Jitter for the time remaining in an applicable license term prorated to the period of time between (a) the date of termination and (b) the License Expiration Date for the applicable Order Form, and (ii) fees paid to Jitter for the cost of purchased Hardware (if applicable). For greater certainty, a Refund may only be issued as expressly provided hereunder.

“Jitter Software” means the Apps, Firmware, and Hosted Software, and any improvements, modifications, patches, updates, and upgrades thereto that Jitter develops or provides in connection with these Terms, and Support Services.

“Jitter Software Systems” means the Jitter Software and any networks, systems, products, services, or data of Jitter, its providers, its partners, its customers, or any other third party, integrated with or connected to such Jitter Software.

“Services” means the Jitter Software and Professional Services.

“Support Services” means the customer support services described at www.Jitter.com/support, and Documentation, but excluding any Professional Services.

“Terms” means these Terms of Service, together with any amendments or addenda that modify these Terms of Service.

AGREEMENT TO TERMS: By clicking a box indicating your acceptance of these Terms, by executing an Order Form or other contract that references these Terms, by purchasing Products or otherwise entering into an Order Form or other contract with Jitter or any other entity or individual for the purchase of Products or under which Products are made available to you, or by otherwise accessing and/or using the Products, whichever is the earlier, you accept and agree to be bound by these Terms. If you do not agree to these Terms or you are not authorized to access and/or use the Products, you shall not access or use the Products. If you are accessing and/or using the Products on behalf of a company (such as your employer) or other legal entity that is our Customer, you agree to these Terms on behalf of such company or other legal entity, and you represent and warrant that you have the authority to bind such company or other legal entity to these Terms. If you have entered into a separate contract with Jitter with respect to your purchase of Products or under which Products are made available to you, to the extent there is a conflict between such separate contract with Jitter and these Terms, such separate contract with Jitter shall prevail. References to “you” and “your” in these Terms refer to that company or other legal entity, our Customer. You may not use the Products if you are our direct competitor, as determined in our sole discretion, except with our prior written consent.

CHANGES TO TERMS OF SERVICE: Jitter may modify the Terms at any time, in our sole discretion. If Jitter does so, Jitter will inform you by posting the modified Terms to the Services or our website or through other communications with you, our Customer. It is important that you review the Terms whenever Jitter modifies them because if you continue to use the Products after Jitter has posted or otherwise informed you of the modified Terms, you are indicating to Jitter that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not continue to use the Products.

LICENSE: Subject to the terms and conditions specified in these Terms or an applicable Order Form, Jitter grants Customer a non-sublicensable, non-exclusive, non-transferable, limited and revocable license to use and access the Jitter Software (i) in accordance with the Documentation, (ii) for the number and type of Jitter Software licenses specified in the applicable Order Form and solely the functionality included therein, and (iii) starting from the applicable License Start Date until the License Expiration Date set forth in such Order Form or the earlier termination of such Order Form or these Terms. The Support Services and the Hosted Software SLA at https://www.Jitter.com/hosted-software-sla are included as part of the license grant and contingent upon a valid license. The Firmware license for each item of Hardware is contingent upon Customer purchasing and maintaining a valid license to the Jitter Software. For clarity, the license for Jitter Software that is provided in conjunction with a Hardware unit is only valid for use with that Hardware unit, unless the Hardware unit is replaced pursuant to the Hardware Warranty Policy section set forth at https://www.Jitter.com/support/hardware-warranty/.

LICENSE RESTRICTIONS: Customer agrees not to do or attempt to do any of the following without Jitter’s express prior written consent: (i) resell, white label, or reproduce the Jitter Software or any individual element within the Jitter Software, Jitter’s name, any Jitter trademark, logo or other proprietary information, or the layout and design of any part of the Jitter Software; (ii) access, tamper with, or use non-public areas of the Jitter Software Systems; (iii) gain unauthorized access to, interfere with, disable, or disrupt the integrity or security of the Jitter Software Systems; (iv) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented to protect the Jitter Software Systems or enforce a contractual usage limit; (v) transfer, copy, modify, sublicense, lease, lend, rent or otherwise distribute the Jitter Software to any third party; (vi) decipher, decompile, disassemble or reverse engineer any aspect of the Jitter Software, in whole or in part; (vii) impersonate or misrepresent an affiliation with any person or entity; (viii) use or access the Jitter Software for any competitive purpose; (ix) perform benchmark testing on the Jitter Software; (x) use the Jitter Software to store or transmit Malicious Code; (xi) use the Products to store, publish, submit/receive, upload/download, post, use, copy, or otherwise produce, transmit, or distribute infringing, libelous, defamatory, harassing, threatening, or otherwise unlawful or tortious material; or to store, publish, submit/receive, upload/download, post, use, copy, or otherwise produce, transmit, or distribute material in violation of third-party privacy rights; (xii) violate any applicable law or regulation; or (xiii) authorize, permit, encourage, or enable any other individual or entity to do any of the foregoing. Jitter has the right to investigate violations of this Section or conduct that affects the Jitter Software Systems and immediately suspend or terminate any or all of Customer’s access to the Jitter Software if it reasonably suspects or determines that Customer has violated this Section. Jitter may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

HARDWARE INSTALLATION AND EQUIPMENT MAINTENANCE: Customer is responsible for installation of the Hardware and ongoing maintenance of any Equipment. Depending on the Customer’s intended use of the Products, Customer may require professional installation of the Hardware or ongoing professional maintenance of any Equipment. If Customer is unable to install the Hardware or to conduct such ongoing maintenance, or if Customer is uncertain that Customer has the requisite skills and understanding, Customer agrees to consult with a qualified installer or maintenance professional. Improper installation of the Hardware or maintenance of the Equipment can lead to damage of such Equipment or dangerous or life-threatening conditions, which can cause property damage, bodily injury, and/or death. Customer may notify Jitter if Customer did not order the correct Hardware cables for Hardware installation. For more information on Jitter's Cable Exchange Policy, please visit https://www.Jitter.com/support/hardware-warranty.

PRODUCT UPDATES:

7.1 General: Jitter continuously improves the Products, and may from time to time (i) update the Jitter Software and cause Firmware updates to be automatically installed onto Hardware; (ii) update the Apps; or (iii) upgrade Hardware equipment to newer models. Jitter may change or discontinue all or any part of the Products, at any time and without notice, at Jitter’s sole discretion. If Jitter discontinues supporting a Hardware model and the associated Jitter Software that you have ordered from Jitter in accordance with these Terms prior to the applicable License Expiration Date without offering to replace them with an updated or comparable version or model, you may terminate the applicable Order Form with respect to the applicable Products and request a Refund for such Products. Updates or upgrades may include security or bug fixes, performance enhancements, or new functionality, and may be issued with or without prior notification to Customer. Customer hereby consents to such automatic updates.

7.2 Pre-Launch Offerings: From time to time, Jitter may in its sole discretion make Pre-Launch Offerings available to Customer. Should Customer opt to use Pre-Launch Offerings: Customer agrees to (i) assume sole responsibility and all risk, and waive and release Jitter from any claims directly or indirectly arising from or related to the Pre-Launch Offerings; and (ii) without limitation, defend, indemnify, and hold harmless Jitter from any third party claims directly or indirectly arising from or related to the Pre-Launch Offerings. PRE-LAUNCH OFFERINGS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. Customer acknowledges that Pre-Launch Offerings that may interact, interface, or integrate with third party products and/or services may not be validated or supported by such third parties and may interfere with the operations of or void warranties for such third party products and/or services. Except as explicitly set forth otherwise in this Section 7.2, Pre-Launch Offerings are subject to the same terms and conditions as are applicable to a “Product” under these Terms.

7.3 Feedback: Customer agrees to use commercially reasonable efforts to provide feedback to Jitter regarding the Products upon request and agrees that Jitter shall have all rights, title, and interest in and to all comments, suggestions, and other feedback (collectively, “Feedback”) provided by Customer to Jitter related to the Products. Customer shall and hereby does irrevocably transfer and assign to Jitter all right, title, and interest it may have in such Feedback to Jitter, and Jitter hereby accepts such transfer.

PAYMENT, SHIPPING, AND DELIVERY:

Customer’s payment and billing terms are set forth in the Order Form. Unless otherwise set forth herein or in the applicable Order Form, all payments made to Jitter under an Order Form are non-refundable. Jitter may submit Customer contact information and information related to the timeliness of Customer’s payments to credit rating, credit reporting, or similar agencies. Customer is responsible for all payments of applicable 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”), however designated or incurred under these Terms. If Jitter has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Jitter will invoice Customer, and Customer shall reimburse Jitter for any taxes paid or payable on behalf of Customer. Unless required by applicable law, Jitter will not provide retroactive Tax refunds or credits to Customer. Subject to applicable legal requirements, any Tax refund or credits provided to Customer shall be at Jitter’s sole discretion, and Jitter reserves the right to charge the Customer reasonable fees and costs associated with processing such Tax refund or credit.

ACCOUNTS:

Customer shall be solely responsible for administering and protecting Accounts. Customer agrees to provide access to the Jitter Software only to Authorized Users, and to require such Authorized Users to keep Account login information, including user names and passwords, strictly confidential and not provide such Account login information to any unauthorized parties. Customer is solely responsible for monitoring and controlling access to the Jitter Software and maintaining the confidentiality of Account login information and any provided API tokens. In the event that Customer or any Authorized User becomes aware that the security of any Account login information has been compromised, Customer shall immediately notify Jitter and de-activate such Account or change the Account’s login information. Authorized Users may only use the Jitter Software strictly on behalf of Customer and subject to the terms and conditions applicable to Customer herein. Customer is responsible and liable for any breach by an Authorized User of his or her obligations hereunder.

CUSTOMER DATA:

Ownership and Usage: Customer Data is accessible via the Jitter Software. Customer owns all Customer Data, and Jitter will keep Customer Data confidential. Customer hereby grants to Jitter a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, display, and distribute Customer Data in connection with operating and providing the Products. Jitter will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Jitter will not share Customer Data without Customer consent, except when the release of data is compelled by law or permitted herein. Jitter may collect and use analytics, statistics or other data related to the Customer Data and the Products (i) in order to provide the Products to Customer; (ii) for statistical reporting and use, including the sale of such reporting and analytics to third-parties (provided that such data is not personally identifiable); or (iii) to monitor, analyze, develop upon, maintain, and improve the Products; including by providing such data to third party services for the aforementioned purposes. The right to use such data shall survive the termination of these Terms, unless legally prohibited or Customer requests in writing upon termination that such use be limited to non-personally-identifiable data. Customer may export Customer Data at any time during the term of these Terms through the export features in the Jitter dashboard or via the Jitter API. Customer acknowledges that some information may not be exportable via the Jitter dashboard or the API. If these Terms terminate or expire and Customer does not renew, Customer Data may be immediately deleted.

Customer Data Representation And Warranty: Customer represents and warrants that: (i) Customer will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorizations and/or agreements from any employee or third party that are necessary for Jitter to collect, use, and share Customer Data in accordance with these Terms (ii) no Customer Data infringes upon or violates any individual or entity’s intellectual property rights, privacy, publicity or other proprietary rights and (iii) Customer will adhere to all applicable state, federal and local laws and regulations in the conduct of its business in relation to Jitter and its receipt and use of the Products. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS JITTER AND, IF RELEVANT, ITS AFFILIATES AND SUBCONTRACTORS AGAINST ANY LIABILITIES, DAMAGES, DEMANDS, LOSSES, CLAIMS, COSTS, FEES (INCLUDING LEGAL FEES), AND EXPENSES IN CONNECTION WITH ANY THIRD-PARTY LEGAL OR REGULATORY PROCEEDING ARISING FROM ANY ACT OR OMISSION OF THE CUSTOMER IN RELATION TO CUSTOMER INSTRUCTIONS OR FROM THE CUSTOMER’S BREACH OF THIS SECTION 10.2.

Privacy Policy Addendum: The “Privacy Policy” at https://www.Jitter.com/privacypolicy sets forth the Parties’ agreement with respect to the terms governing any Personal Data and Information by Jitter on the Customer’s behalf pursuant to these Terms. The Privacy Policy forms part of these Terms and supersedes any prior agreements regarding Personal Data and Information. The term “Personal Data and Information” used in this Section is defined in the Privacy Policy.

CONFIDENTIALITY:

Confidential Information: “Confidential Information” means any technical, financial, or business information disclosed by one Party to the other Party that: (i) is marked or identified as “confidential” or “proprietary” at the time of such disclosure; or (ii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Jitter Confidential Information includes any information related to the Products, including the pricing thereof, Pre-Launch Offerings, Jitter Software Systems, or Jitter customers or partners, and any data or information that Jitter provides to Customer in the course of providing the Products to Customer. Customer Confidential Information includes Customer Data and any data or information that Customer provides to Jitter for the purpose of evaluating, procuring, or configuring the Services (for example, makes and models of vehicles or equipment, vehicle routes, or similar information). Confidential Information excludes information that: (i) is now or hereafter becomes generally known or available to the public, through no breach of the receiving Party’s confidentiality obligations; (ii) was known, without restriction as to use or disclosure, by the receiving Party prior to receiving such information from the disclosing Party; (iii) is acquired by the receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving Party without use or knowledge of or reference to any Confidential Information of the disclosing Party.

Confidentiality Obligations: The receiving Party agrees: (i) to maintain the disclosing Party’s Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third parties (except for any Affiliates, employees, agents or third party service providers of receiving Party in performing under these Terms under reasonable confidentiality obligations, or except as authorized by disclosing Party); and (iii) not to use any such Confidential Information for any purpose except to perform under these Terms or as authorized by the disclosing Party. Notwithstanding anything to the contrary in these Terms, the receiving Party may disclose the disclosing Party’s Confidential Information to the extent required by law or regulation, provided that, unless prohibited by applicable law or regulation, the receiving Party uses reasonable efforts to give the disclosing Party advance notice of such requirement and reasonably cooperates with the disclosing Party at the disclosing Party’s expense in preventing, limiting, or protecting such disclosure.

PROPRIETARY RIGHTS:

Jitter Software: Jitter exclusively owns all right, title and interest in and to the Jitter Software that Customer accesses or licenses, including all associated intellectual property rights. Customer acknowledges that the Jitter Software is protected by copyright, trademark, and other laws of Canada and, if applicable, foreign jurisdictions. Customer agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Customer shall and hereby does irrevocably transfer and assign to Jitter all right, title, and interest it may have in the Jitter Software to Jitter and Jitter hereby accepts such transfer. No ownership rights are being conveyed to Customer under these Terms. Except for the express rights granted herein, Jitter does not grant any other licenses or access rights, whether express or implied, to any other Jitter software, services, technology or intellectual property rights.

Firmware: The Firmware is licensed, not sold. Customer owns the Hardware on which the Firmware is recorded. Jitter retains ownership of the copy of the Firmware itself, including all intellectual property rights therein. Customer acknowledges that the Firmware is protected by patent, copyright, trademark, and other laws of Canada and, if applicable, foreign countries. Jitter reserves all rights in the Firmware not expressly granted to Customer in these Terms. Customer acknowledges and agrees that portions of the Firmware, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Jitter and its licensors.

CONNECTIVITY DATA USAGE: A Jitter Software license only includes connectivity data to the extent such license SKU is identified as including connectivity data, if any, and sets forth the amount of connectivity data included. To the extent connectivity data is included in a Jitter Software license, connectivity between the applicable Hardware and the Jitter Software does not count towards the included connectivity data cap. Jitter reserves the right to limit access to personal entertainment streaming services through the Hardware connectivity. Connectivity data usage above any included connectivity data cap may result in the reduction of connection speeds, the restriction of connectivity, the interruption of connectivity, or some combination thereof. Restriction or interruption of connectivity will not impact the function of hours of service logs. Customer may track any included connectivity data usage from the “Gateways” page within the “Settings” section of the Hosted Software dashboard.

NON-JITTER PRODUCTS: The Products may contain links to or have the ability to integrate or interoperate with, import or export data to or from, provide access to, or be accessed by Non-Jitter Products (collectively, “Non-Jitter Product Integrations”). If Customer opts to use any Non-Jitter Product Integrations, including but not limited to with respect to the exchange of data between Products and Non-Jitter Products, Customer agrees to: (i) assume sole responsibility for and all risk arising from Customer’s use of Non-Jitter Product Integrations and the content, functionality, or availability of any Non-Jitter Products, including waiving and releasing Jitter from any claims directly or indirectly related thereto; and (ii) without limitation, defend, indemnify, and hold harmless Jitter from any third-party claims directly or indirectly arising from or related to Customer’s use of any Non-Jitter Product Integrations. JITTER PROVIDES NON-JITTER PRODUCT INTEGRATIONS “AS IS” WITHOUT WARRANTY OF ANY KIND AND ONLY AS A CONVENIENCE.

PUBLICITY: Customer hereby grants Jitter permission to use the Customer name and logo on Jitter’s website, press releases, customer lists, securities filings, earnings calls, and investor and marketing materials to list Customer as a customer. However, Jitter will not use Customer’s name, trademarks, or logos in any other way without Customer’s prior consent. Customer agrees to abide by the terms of Jitter’s Marks Usage Agreement available at https://www.Jitter.com/resources/brand-assets/.

TERM: The term of these Terms begins upon the date on which you accept these Terms, by clicking a box indicating your acceptance, by executing an Order Form or other contract that references these Terms, by purchasing Products or otherwise entering into an Order Form or other contract with Jitter or any other entity or individual for the purchase of Products or under which Products are made available to you, or by otherwise accessing and/or using the Products, whichever is the earliest, and shall continue until (i) the License Expiration Date for the last active Order Form or other contract you entered into for the purchase of Products or under which Products are made available to you, (ii) you are no longer authorized to access and/or use the Products, or (iii) these Terms are otherwise terminated earlier as provided hereunder, whichever is earliest.

Renewal: Unless you notify Jitter in writing of your intent to cancel the applicable Order Form or other contract you entered into for the purchase of Products or under which Products are made available to you at least thirty (30) days prior to the License Expiration Date, at any time up to ninety (90) days after the License Expiration Date, Jitter may in its discretion renew your license term for the applicable or substantially equivalent Products, effective on the License Expiration Date, for a period of up to the greatest of the following: (i) one year, (ii) the same period as the immediately preceding license term, or (iii) a period to align license expiration dates with another of your active orders) (each such period, or any renewal license term of the applicable Products after the Initial Term, a “Renewal Term”). Subject to Jitter’s renewal rights set forth in the foregoing sentence, you and Jitter may mutually agree to enter into a new Order Form to renew your license term upon the License Expiration Date, which new Order Form may include additional or different Products or license terms to the extent mutually agreed. If Jitter auto-renews your license term without Customer’s execution of a new Order Form as described in the first sentence of this paragraph, your payment method will remain the same as indicated on the applicable original Order Form (e.g., monthly if you were allowed monthly payments, or yearly if you were allowed annual payments or upfront payment). If your license term is renewed after termination of the immediately preceding license term and Jitter in its sole discretion allows you to continue using the applicable Products during such interim period, these Terms shall apply to such use. Please email renewals@Jitter.com for any questions regarding automatic renewal.

Termination: Jitter may terminate these Terms, any Order Form, and your access to and use of the Jitter Software at its sole discretion, at any time upon notice to you. However, if Jitter so terminates for its convenience and not as otherwise set forth in these Terms or the applicable Order Form or due to your breach thereof, then Jitter will provide you with a Refund. Unless otherwise set forth herein or in the applicable Order Form, an Order Form cannot be terminated prior to the License Expiration Date.

Survival: Upon any termination or expiration of these Terms, the following Sections of these Terms will survive: 5 (License Restrictions), 7.2 (Pre-Launch Offerings), 7.3 (Feedback), 8 (Payment, Shipping, and Delivery), 10 (Customer Data), 11 (Confidentiality), 12 (Proprietary Rights), 16 (Term), 17 (Warranty Disclaimers), 18 (Limitation of Liability), 19 (Dispute Resolution), 20 (Governing Law), and 21 (General Terms). At the Customer’s request, and subject to Jitter’s data retention and backup policies, Jitter shall delete and remove any Customer Data on the Hosted Software.

WARRANTY AND WARRANTY DISCLAIMERS:

17.1 Hardware Warranty: Jitter provides a Hardware warranty as set forth in the Hardware Warranty Policy section of its Hardware Warranty and RMA Policy at https://www.Jitter.com/support/hardware-warranty.

17.2 Warranty Disclaimers: EXCEPT AS EXPRESSLY PROVIDED UNDER THE LIMITED HARDWARE WARRANTY PROVIDED UNDER SECTION 17.1 (HARDWARE WARRANTY), THE PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, JITTER EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ACTIVE DRIVER AND PERSONNEL SUPERVISION IS REQUIRED EVEN WHEN THE PRODUCTS ARE IN USE, AND THE PRODUCTS ARE NOT A CRASH OR ACCIDENT AVOIDANCE OR PREVENTION SYSTEM. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY AND ALL SPEEDING, TOLLS, AND OTHER TRAFFIC OR LEGAL VIOLATIONS FOR ITS VEHICLES AND EQUIPMENT EVEN WHEN THE PRODUCTS ARE IN USE. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS ARE NOT A SUBSTITUTE FOR SAFE AND LAWFUL DRIVING AND EQUIPMENT USE OR OTHER APPROPRIATE PERSONNEL OR WORKPLACE CONDUCT AS APPLICABLE AND THAT CUSTOMER SHALL NOT USE THE PRODUCTS AS A CRASH OR ACCIDENT AVOIDANCE OR PREVENTION SYSTEM. Jitter makes no warranty that the Services will meet Customer’s requirements or be available on an uninterrupted, secure, or error-free basis. Jitter makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any analytics or Customer Data.

LIMITATION OF LIABILITY:

No Consequential Damages:

NEITHER JITTER NOR CUSTOMER NOR ANY OTHER ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PRODUCTS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LEGALLY PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.

EXCEPT AS TO ANY EXPRESS INDEMNIFICATION OBLIGATION SET FORTH IN THESE TERMS, AND EXCEPT AS TO CUSTOMER’S PAYMENT OBLIGATIONS UNDER AN ORDER FORM, IN NO EVENT WILL EITHER PARTY’S TOTAL AGGREGATE LIABILITY, INCLUDING TO THE OTHER PARTY AND ANY OF ITS AFFILIATES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS EXCEED THE AMOUNTS CUSTOMER HAS PAID TO JITTER HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE DAMAGE, OR IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO JITTER (FOR EXAMPLE THROUGH A FREE TRIAL), ONE HUNDRED DOLLARS ($100.00).

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN JITTER AND CUSTOMER.

DISPUTE RESOLUTION:

Choice of Forum: Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, in any forum other than the courts of the Province of Ontario. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts in any such action or proceeding. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Class Action Waiver: Any proceedings to arbitrate or resolve any dispute arising from or relating to these Terms or Customer’s use of the Products in any forum will be conducted solely on an individual basis and not as a class action, consolidated action, private attorney general action, or other representative action. You expressly waive your right to file a class action, participate in a class action, or seek relief on a class basis. Unless Jitter agrees in writing otherwise, the arbitrator or other adjudicator will not consolidate more than one person or entity’s claims.

GOVERNING LAW: This Agreement, and all matters arising out of or relating to this Agreement, are strictly governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

GENERAL TERMS:

Miscellaneous: These Terms together with any applicable Order Form constitute the entire and exclusive understanding and agreement between Jitter and you regarding the Products and the subject matter hereof, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Jitter and you regarding the Products and the subject matter hereof.

Conflict: If there is a conflict between the terms of an Order Form and these Terms, then the terms of the Order Form controls over these Terms; provided that, to the extent applicable, (a) if a purchase or procurement under a Purchase Order is also documented by a Quote, notwithstanding anything to the contrary in these Terms or the applicable Purchase Order, (i) to the extent there is a conflict between such Purchase Order and such Quote, the terms of the Quote shall prevail, and no additional terms included in such Purchase Order that are not included in such Quote shall apply; and (ii) Customer shall ensure such Purchase Order references, and reflects identical terms and conditions to, such Quote.

Severability: If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Jitter’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Jitter may freely assign or transfer these Terms without restriction.

Successors & Assigns: Subject to the foregoing, these Terms will bind and inure solely to the benefit of the Parties, their successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity or Party Affiliate, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

Claims: Customer shall have no right to bring any claims under these Terms against any Jitter Affiliate, employee, director, officer, or shareholder.

Notices: Any notices or other communications provided by Jitter under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; (ii) by posting to Jitter’s website; or (iii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver: Either Party’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of both Parties. Except as expressly set forth in these Terms, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Acceptable Use: Customer may not, and may not allow any third-party including its Authorized Users to, (a) use the Products: (i) for any inappropriate, improper, discriminatory, illegal, or otherwise harmful purpose or (ii) to violate, or encourage the violation of, the rights of others which includes, without limitation, legal rights (e.g., intellectual property or proprietary rights) or human rights (i.e., the rights inherent to all human beings regardless of race, sex, nationality, ethnicity, language, religion, or any other status, including without limitation the right to life and liberty, freedom from slavery and torture, freedom of opinion and expression, the right to work and education, and many more), each as reasonably determined by Jitter; or (b) engage in abusive, harassing, threatening, offensive, or otherwise improper conduct towards Jitter or its employees, agents, service providers, partners, or other customers. To report any potential misuse or violation, please email abuse@Jitter.com or submit an anonymous concern via https://Jitter-external.allvoices.co/.

Force Majeure: No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the reasonable control of the impacted party's ("Impacted Party") control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, tsunami, fire, earthquake, or explosion; (c) epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), and other potential disasters or catastrophes; and (d) other similar events beyond the reasonable control of the Impacted Party.

The Impacted Party shall give notice within fourteen (14) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) consecutive days following notice, the other Party may thereafter terminate this Agreement upon fourteen (14) days' written notice.

Contact Information: If you have any questions about these Terms or the Products, please contact Jitter at info@Jitter.com.