Product

1. “You” and “your” refers to the individual or entity that has ordered Software As A Service from REVO LOGISTICS TECHNOLOGY CORP. (“REVO”) or an authorized distributor of REVO by executing the Order Form.

2. “Software As A Service” consists of system administration, system management, and system monitoring activities that REVO performs for GoFreight programs, and includes the right to use the GoFreight programs, support services for such GoFreight programs, as well as any other services provided by REVO, as defined in the Order Form (collectively, the “services”).

3. “Program Documentation” refers to the program user manual as well as any other materials provided by REVO as part of the services.

4. “GoFreight Programs” refers to the software products distributed by REVO to which REVO grants you access as part of the services, including Program Documentation, and any program updates provided as part of the services.

5. “Users” refers to those individuals authorized by you or on your behalf to use the services, as defined in the Order Form.

6. “Your Data” refers to the data provided by you that resides in your services environment.

7. “Order Form” refers to the Order Form signed by the parties that accompanies and incorporates this GoFreight Software As A Service Agreement, including any document referenced or incorporated into the Order Form

REVO has obtained and maintained from its licensors, Hard Core Technology Corp., in force for the term all licenses, permissions, authorizations, consents and permits needed to perform the services in accordance with the terms of this agreement. Upon REVO’s acceptance of your order and receiving of your services fee, for the duration of the Services Term defined in the Order Form, you will have the nonexclusive, non-assignable, worldwide limited right to use the services solely for your internal business operations and subject to the terms of the agreement. You may allow your Users to use the services for this purpose and you are responsible for your Users’ compliance with the agreement. The services are provided as described in, and subject to, the Order Form. You acknowledge that REVO has no delivery obligation and will not ship copies of the GoFreight Programs to you as part of the services. You agree that you do not acquire under the agreement any license to use the GoFreight Programs specified in the Order Form in excess of the scope and/or duration of the services. Upon the end of the agreement or the services thereunder, your right to access or use the GoFreight Programs specified in the Order Form and the services shall terminate.

1.You retain all ownership and intellectual property rights in and to your data. REVO’s licensors retain all ownership and intellectual property rights to the services and GoFreight Programs. REVO‘s licensor retains all ownership and intellectual property rights to anything developed and delivered under the agreement. Third party technology that may be appropriate or necessary for use with some GoFreight Programs is specified in the program documentation or Order Form as applicable. Your right to use such third party technology is governed by the terms of the third party technology license agreement specified by REVO and not under the agreement.

2.Unless otherwise specified in the agreement, REVO or its licensors guarantee that they shall not disclose, disseminate, offer or provide Your Data to any third party without your prior written approval and REVO or its licensors will take full liability for any damage incurred upon you if they violate this obligation, however, the liability of REVO and its licensors’ shall not exceed US $100,000.

3.REVO or its licensors may use Your Data to conduct big data analysis and data mining, and you agree and authorize REVO or its licensors to do so.

4. You may not:

A. Remove or modify any program markings or any notice of REVO’s licensors’ proprietary rights;

B. Make the programs or materials resulting from the services available in any manner to any third party for use in the third party’s business operations (unless such access is permitted in written consent for the specific program license or materials from the services you have acquired in advance);

C. Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to REVO;

D. Disclose results of any services or program benchmark tests without REVO’s prior written consent; and

E. License, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the services, GoFreight Programs or materials available, to any third party other than, as expressly permitted under the terms of the agreement.

5. The rights granted to you under the agreement are also conditioned on the following:

A. The rights of any User licensed to use the services cannot be shared or reauthorized;

B. Except as expressly provided herein, no part of the services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and

C. You agree to make every reasonable effort to prevent unauthorized third parties from accessing the services.

1. REVO warrants that the services will be performed in all material respects in accordance with the Order Form. If the services provided to you for any given month during the Services Term were not performed as warranted, you must provide written notice to REVO as specified in the Order Form no later than five (5) business days after the last day of that particular month or within such other period stated in the Order Form.

2. REVO does not guarantee that the services will be performed error-free or uninterrupted, or that REVO will correct all services errors. You acknowledge that REVO does not control the transfer of data over communications facilities, including the internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. REVO is not responsible for any delays, delivery failures, or other damage resulting from such problems.

3. For any breach of the above warranties, REVO will remit a services fee credit to you calculated at ten percent (10%) of net monthly fee for the applicable services for the month in which the breach occurred. Such credit above will be provided only towards any outstanding balance for service owed to REVO, and the remittance of such credit will represent your exclusive remedy, and REVO’s sole liability, for all breaches of any warranty specified in the agreement.

4. To the extent not prohibited by law, these warranties are exclusive and there are no other express or implied warranties or conditions including for hardware, systems, networks or environment or for merchantability, satisfactory quality and fitness for a particular purpose.

1. Services specified in the Order Form for trial or nonproduction purposes are provided “as is” and REVO does not offer any warranties for such services.

2. If services for data transfer from your previous system or database is specified in the Order Form, upon reasonable request for the data transfer, you shall submit your data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by REVO to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. If the request will be subject to any necessary consent or approval from a regulatory or supervisory authority within your country, you should attempt to obtain in a timely fashion. You may also provide your access and other necessary information of your previous system or database to REVO and REVO will transfer your data for you, in this situation, however, you represent that you have the rights to use and transfer all the data you provided and REVO take no liability for them.

You will defend REVO against any claim, demand, suit or proceeding made or brought against REVO by a third party alleging that any of Your Data infringes or misappropriates such third party’s intellectual property rights, or arising from your use of the GoFreight Programs or content in violation of the agreement, the Order Form or applicable law (each a “Claim”), and you will indemnify REVO from any damages, attorney fees and costs finally awarded against REVO as a result of, or for any amounts paid by REVO under a settlement approved by you in writing of, a Claim, provided REVO (a) promptly give you written notice of the Claim, (b) give you sole control of the defense and settlement of the Claim (except that You may not settle any Claim unless it unconditionally releases REVO of all liability), and (c) give you all reasonable assistance, at your expense.

1. Services provided under this Software As A Service agreement shall be provided for the period defined in the Order Form unless earlier terminated in accordance with the agreement. The term of the services and any renewal years are collectively defined as the “Services Term.” At the end of the Services Term, all rights to access or use the services, including the GoFreight Programs listed in the Order Form, shall end.

2. If either party breaches a material term of the agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the agreement and applicable Order Form under which the breach occurred.

3. If REVO terminates the agreement and Order Form as specified in the preceding sentence, you must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for the services ordered under the agreement plus related taxes and expenses.

4. You agree that if you are in default under the agreement, you may not use the services ordered. In addition, REVO may immediately suspend your password, account, and access to or use of the services by email notice (i) if you fail to pay REVO as required under the agreement and do not cure within the 30 days cure period, or (ii) if you violate any provision within sections 3, 4, 14 or 18 of this Software As A Service Agreement and do not cure within the 30 days cure period.

5. Any suspension by REVO of the services shall not excuse you from your obligation to make payment(s) under the agreement. You agree and acknowledge that REVO has no obligation to retain your data and that your data may be irretrievably deleted after 30 days following the termination of the agreement and Order Form.

6. Provisions that survive termination or expiration of the agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.

You agree to pay for all services ordered as set forth in the agreement and applicable Order Form. Based on the SaaS industry practice, all fees hereunder will be charged and shall be paid up-front; the services hereunder will be accessible to you only after you have settled (i) the one-time fees as listed in the first table in an Order Form, and also (ii) the monthly fees listed as subscription charges in an Order Form for the relevant month. All fees due under the agreement are non-cancelable, and the sums paid are nonrefundable. You agree to pay any sales, value-added, or other similar taxes imposed by applicable law that REVO must pay based on the services you ordered, except for taxes based on REVO’s income. You will reimburse REVO for reasonable expenses related to providing any on-site portion of the services. Fees for services listed in an Order Form are exclusive of taxes and expenses. All amounts invoiced hereunder are due and payable within 15 days of the date of the invoice. You agree that you have not relied on the future availability of any services, programs, or updates in entering into the payment obligations in the Order Form; however, the preceding does not relieve REVO of its obligation to deliver services that you have ordered per the terms of the agreement.
All payments that you made to REVO pursuant to this agreement and Order Form shall be made without any withholding or deduction of any withholding tax or other tax or mandatory payment to government agencies. If your country of residence requires you to withhold any taxes on payments made to REVO under this agreement and Order Form, the sum payable by you upon which such withholding or deduction is based shall be increased to the extent necessary to ensure that, after such withholding or deduction, REVO receives and retains, free from liability for such withholding or deduction, a net amount equal to the amount REVO would have received and retained in the absence of such required withholding or deduction.
Any tax, costs, wiring fees, or other related expenses incurred from the payments hereunder shall be borne by the Counterparty.

By virtue of the agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). Both parties agree to disclose only information that is required for the performance of obligations under the agreement. Confidential Information shall be limited to the terms and pricing under the agreement, Your Data residing in the services environment, and all information clearly identified as confidential at the time of disclosure.
Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
Both parties agree to hold each other’s Confidential Information in confidence for a period of three years from the date of disclosure, however; REVO will hold Your Data in confidence perpetuity. Also, both parties agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under the agreement.
REVO will protect the confidentiality of your data residing in the services environment in accordance with the Hard Core Services Privacy Policy available at https://www.gofreight.com/privacy-policy (as amended from time to time; the “Privacy Policy”).

You agree that the agreement is the complete agreement for the services ordered by you, and that the agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services. If any term of the agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the agreement.
The agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or otherwise agreed to by each party, except as otherwise provided herein.

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE. REVO’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS SOFTWARE AS A SERVICE AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO REVO FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGE IN YOUR FAVOR AGAINST REVO SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THE AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.

Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the services. You agree that such export control laws govern your use of the services (including technical data) and any services deliverables provided under this agreement, and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

REVO is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance.
You shall obtain at your sole expense any rights and consents from third parties necessary for REVO and its subcontractors to perform the services under the agreement.
The agreement is governed by the substantive and procedural laws of California and you and REVO agree to submit to the exclusive jurisdiction of, and venue in, the courts in California in any dispute arising out of or relating to the agreement.
If you have a dispute with REVO or if you wish to provide a notice under the Indemnification section of this Software As A Service agreement, or if you become subject to insolvency or other similar legal proceedings, you will promptly send written notice to: REVO LOGISTICS TECHNOLOGY CORP., 17128 COLIMA ROAD #203 HACIENDA HEIGHTS, CA 91745, REVO may give notice applicable to REVO’s Software As A Service customer base by means of a general notice on the REVO portal for the services, and notices specific to you by electronic mail to your email address on record in REVO’s account information or by written communication sent by first class mail or pre-paid post to your address on record in REVO’s account information.
You may not assign the agreement or give or transfer the services or an interest in them to another individual or entity. If you grant a security interest in any portion of the services, the secured party has no right to use or transfer the services or any deliverables.
REVO may audit your use of the services. You agree to cooperate with REVO’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of the services in excess of your rights. If you do not pay, REVO can end your services and/or the agreement. You agree that REVO shall not be responsible for any of your costs incurred in cooperating with the audit.
You understand that REVO’s business partners, including any third party firms retained by you to provide computer consulting services, are independent of REVO and are not REVO’s agents. REVO is not liable for nor bound by any acts of any such business partner, unless the business partner is providing services as a REVO subcontractor on an engagement ordered under this software as a service agreement.

Neither of the party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; other event outside the reasonable control of the obligated party (each a “Force Majeure”). Both parties will use reasonable efforts to mitigate the effect of a force majeure event. If such an event continues for more than 30 days, either of us may cancel unperformed services upon written notice. This section does not excuse your obligation to pay for the services that have already been provided by us. We will comply with our disaster recovery policy (attached as Appendix A) in the event of a Force Majeure.

In performing the services, REVO will comply with the Privacy Policy, which is incorporated herein by reference (subject to the applicable laws and regulations to protect Your Data). REVO reserves the right to provide the services from locations, and/or through use of subcontractors, worldwide. You agree to provide any notices and obtain any consents related to your use of the services and REVO’s provision of the services, including those related to the collection, use, processing, transfer and disclosure of personal information. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your data.

You agree not to use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to REVO under the agreement, REVO reserves the right to remove or disable access to any material that violates the foregoing restrictions. REVO shall have no liability to you in the event that REVO takes such action. You agree to defend and indemnify REVO against any claim arising out of a violation of your obligations under this section.

REVO may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the services and to help resolve your REVO service requests. The Tools will not collect, report or store any of your data residing in the service production environment, except as necessary to troubleshoot service requests or other problems in the service. Data collected by the Tools (excluding production data) may also be used to assist in managing REVO’s product and service portfolio and for license management.
You agree that (a) except as set forth in the following paragraph, you may not access or use the tools, and (b) you will not use or restore the tools from any tape backup at any time following termination of the agreement. If REVO provides you with access to or use of any tools in connection with the services, your right to use such tools is governed by the license terms that REVO specifies for such tools; however, if REVO does not specify license terms for such tools, you shall have a non-transferable, non-exclusive, limited right to use such tools solely to facilitate your administration and monitoring of your services environment, subject to the terms of the agreement. Any such tools are provided by REVO on an “as is” basis and REVO does not provide technical support or offer any warranties for such tools. Your right to use such tools will terminate upon the earlier of REVO’s notice (which may be through posting on https://www.gofreight.com/), the end of the services term, or the date that the license to use such tools ends under the license terms specified for such tools.

AWS RDS Automated backups: Amazon RDS creates and saves automated backups of our DB instance daily[5]. If necessary, we can recover our database to any point in time during the backup retention period[6].
Our backups: We also develop automation script to backup the database schema and data from the AWS RDS to AWS S3 daily. It means we can rebuild our database without AWS RDS. We put data into AWS S3 because it provides 99.999999999% (11 9’s) of data durability of objects over a given year. This durability level corresponds to an average annual expected loss of 0.000000001% of objects. It means we almost won’t loss data.

Pain Points We Solve

GoFreight Software As A Service Agreement (Version 3.0)

1. Definitions

2. Applicability of Agreement

3. Rights Granted

4. Ownership and Restrictions

5. Warranties, Disclaimers and Exclusive Remedies

6. Trial Use of the Services and Data Transfer

7. Indemnification

8. Support Services

9. End of Agreement

10. Fees and Taxes

11. Nondisclosure

12. Entire Agreement

13. Limitation of Liability

14. Export

15. Other

16. Force Majeure

17. Your Data

18. Restrictions on Use of the Services

19. Services Tools

20. Statistical Information

21. Third Party

22. Customer Reference

Appendix A: Hardcore Data Security in AWS

Database Protection

High Availability

Backup

Reference