TENDERD Website Product Terms

Welcome to TENDERD. Please read these Terms of Service carefully as they govern your use of our products and services. The Customer, together with TENDERD, are referred to as the “Parties”.

1. Definitions.
   1. “Account” means the accounts that Customer creates, via the Hosted Software, to access Customer Data.
   2. “Authorized User” means Customer’s employees, Affiliates, and/or contractors whom Customer authorizes to use the licensed TENDERD Software strictly on its behalf.
   3. “Apps” means software applications for smartphones and tablets distributed by TENDERD through Google Play or through the Apple App Store and used to provide the Products.
   4. “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).
   5. “Affiliate” means any other entity that, directly or indirectly through one or more intermediaries, is controlled by, or is under common control with, the Customer.
   6. “Customer Data” means Customer-specific data captured by Customer’s use of any installed Hardware, data submitted by, or on behalf of Customer (including from or through Non-TENDERD Products) 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 TENDERD Software or any raw data created or collected by TENDERD.
   7. “Documentation” means any Product training, technical services, or documentation made available to Customer through the TENDERD website or otherwise made available to Customer by TENDERD.
   8. “Equipment” means the vehicle, equipment, asset, or item into which Hardware is installed.
   9. “Firmware” means software embedded in or otherwise running on the TENDERD provided Hardware.
   10. “Hardware” means the hardware devices such as gateways, cameras, sensors, controllers, vision systems, and accessories, and any improvements, developments, modifications, patches, updates, and upgrades thereto that TENDERD develops or provides.
   11. “Hosted Software” means TENDERD’s cloud-hosted software platform, including the interface accessed online.
   12. “Subscription Expiration Date” means the subscription termination date set forth in the applicable Order Form you entered into.
   13. “Subscription Start Date” means (i) the day TENDERD activates the applicable TENDERD Software license by providing Customer access to the Hosted Software after the agreed Commissioning Period agreed in the Order Form (ii) if Customer is renewing the license term for a previously-activated TENDERD Software license, the day that TENDERD extends Customer’s access to the Hosted Software for the renewal license term.
   14. “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.
   15. “Non-TENDERD 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, integrates, and/or exchanges data with the Products.
   16. “Order Form” means the applicable Quote or Purchase Order setting forth the purchase or procurement of TENDERD Products and/or licenses thereto. By entering into an Order Form hereunder, a Customer or its 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.
   17. “Pilot Offerings”means any TENDERD hardware and/or software offerings and related documentation and accessories that are not generally available to TENDERD customers and that may be in the alpha, beta, experimental, research, in development, prototyping, and/or testing phase.
   18. “Products” means the Software, Hardware and Services. For the avoidance of doubt, Products does not include any Non-TENDERD Products.
   19. “Professional Services” means the training, consulting, or other professional services that are provided by TENDERD to Customer (i) as purchased separately by Customer pursuant to an Order Form, (ii) in TENDERD’s sole discretion, or (iii) as otherwise mutually agreed between the Parties.
   20. “Purchase Order” means a purchase order or similar ordering document issued by Customer to TENDERD and accepted by TENDERD setting forth the purchase or procurement of TENDERD Products and/or licenses thereto.
   21. “Quote” means a quote issued by TENDERD and executed by the Customer setting forth the purchase or procurement of TENDERD Products and/or licenses thereto.
   22. “TENDERD Software” means the Apps, Firmware, and Hosted Software, and any improvements, developments, modifications, patches, updates, and upgrades thereto that TENDERD develops or provides, and Support Services.
   23. “TENDERD Software Systems” means the TENDERD Software and any networks, systems, products, hardware, services, or data of TENDERD, its providers, its partners, its customers, or any other third party, integrated with or connected to such TENDERD Software.
   24. “Services” means the TENDERD Software , Service Usage Data, and Professional Services.
   25. “Service Usage Data” means any data that is derived from the use of the Products except that to the extent such data could directly or indirectly identify a natural person it shall be anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify such a natural person.
   26. “Support Services” means the customer support services and Documentation, but excluding any Professional Services.
   27. “Terms” means these Terms of Service, together with any amendments or addenda that modify these Terms of Service.
2. Acceptance of Terms. 
   By selecting an option that signifies your agreement to these Terms, signing an Order Form or any other agreement that incorporates these Terms by reference, purchasing Products, or otherwise entering into an agreement with TENDERD, a TENDERD-authorized reseller, or any other individual or entity for the acquisition of Products or pursuant to which Products are provided to you, or by accessing or using the Products in any manner, whichever occurs first, you acknowledge and agree to be bound by these Terms. If you do not accept these Terms or are not authorized to access or use the Products, you are prohibited from accessing or using the Products. If you are accessing or using the Products on behalf of a business entity (such as your employer) or another legal organization that constitutes our Customer, you agree to these Terms on behalf of that entity or organization and affirm that you possess the necessary authority to legally bind that entity or organization to these Terms. In instances where a separate agreement has been executed with TENDERD concerning your purchase of Products or the provision of Products to you, and a conflict arises between the provisions of that agreement and these Terms, the terms of the separate agreement shall take precedence. References to “you” and “your” in these Terms shall refer to the business entity or legal organization that constitutes our Customer. Furthermore, you shall not access or use the Products if you are a direct competitor of TENDERD, as determined solely at our discretion, unless you have obtained our prior written approval to do so.
3. Changes to Terms or Services.
   TENDERD reserves the right to amend these Terms at any time, at its sole discretion. In the event of such modifications, TENDERD will notify you by publishing the updated Terms on the Services, on our website, or through other means of communication directed to you, as our Customer. It is your responsibility to review the Terms whenever TENDERD makes changes, as your continued use of theProducts following the posting of or notification about the updated Terms will constitute your acceptance of and agreement to the revised Terms. Should you disagree with the updated Terms, you must discontinue your use of the Products immediately.
4. License Grant.
   Subject to the terms and conditions set forth in these Terms or any applicable Order Form, TENDERD grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the TENDERD Software, provided that: (i) such use complies with the accompanyingDocumentation, (ii) it is limited to the number and type of TENDERD Software licenses specified in the applicable Order Form and restricted to the functionalities included therein, and (iii) it is valid from the Subscription Start Date until the Subscription Expiration Date as specified in the applicable Order Form, or until earlier termination of the Order Form or these Terms. The license includes access to the Support Services and the Hosted Software SLA, contingent on maintaining a valid license. The Firmware license associated with each item of Hardware is conditional upon the Customer purchasing and maintaining a valid license for the relevant TENDERD Software. For clarity, the license for TENDERD Software provided with a Hardware unit is valid solely for use with that specific Hardware unit, unless the Hardware is replaced in accordance with the terms of the Hardware Warranty Policy. TENDERD retains the right to audit the Customer’s usage of the TENDERD Software and to revoke or restrict access to any usage that exceeds the agreed-upon scope (“Licensed Scope”), such as exceeding the licensed features or number of users, at any time. Should the Customer wish to expand its use of the TENDERD Software beyond the Licensed Scope, it must purchase the appropriate additional TENDERD Software licenses and, if applicable, install the corresponding Hardware required to support the expanded scope. If TENDERD identifies that the Customer is using the TENDERD Software beyond the Licensed Scope, TENDERD reserves the right to invoice the Customer for the applicable licenses required to cover the additional usage, based on the then-current list prices. The Customer agrees to promptly pay any such charges. Additionally, during the term of the license specifiedin the Order Form, the Customer agrees not to downgrade to a lower TENDERD Software license plan (e.g., downgrading from an “Enterprise” license to a “Premier” license).
5. License Restrictions. 
   The Customer agrees not to engage in, or attempt to engage in, any of the following activities without TENDERD’s prior express written consent: (i) resell, rebrand, or duplicate the Products or any component thereof, including TENDERD’s name, trademarks, logos, proprietary information, or the layout and design of any part of the Products; (ii) access, interfere with, or utilize non-public areas of the TENDERD Software Systems; (iii) gain unauthorized access to, disrupt, compromise, or tamper with the integrity or security of the TENDERD Software Systems; (iv) bypass, disable, circumvent, remove, or otherwise interfere with any technological protection measures implemented to safeguard the TENDERD Software Systems or to enforce contractual usage limitations; (v) transfer, reproduce, alter, sublicense, lease, rent, or otherwise distribute the TENDERD Software to any third party; (vi) decompile, disassemble,reverse-engineer, or otherwise attempt to derive the source code or underlying algorithms of any part of the Products; (vii) impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity; (viii) access or use the Products for any competitive analysis or purposes; (ix) conduct performance or benchmark testing on the Products; (x) use the Products to store or transmit any Malicious Code; (xi) use the Products to store, share, publish, upload, download, post, or otherwise process any material that is infringing, defamatory, harassing, threatening, libelous, or otherwise unlawful, or that violates the privacy rights of third parties; (xii) violate any applicable laws, regulations, or standards; (xiii) use the Products in a manner that breaches TENDERD’s Acceptable Use Policy as defined in Section 21.2; or (xiv) permit, enable, or encourage any third party to engage in any of the foregoing activities. TENDERD retains the right to investigate any breach of this Section or any activity that may harm or compromise the TENDERD Software Systems. If TENDERD reasonably suspects or determines that the Customer has violated this Section, TENDERD may immediately suspend or terminate the Customer’s access to the TENDERD Software.The Customer agrees to indemnify, defend, and hold harmless TENDERD from and against any and all claims, actions, proceedings, liabilities, losses, damages, costs, expenses, and legal fees arising out of or related to a breach of this Section or any associated investigation. TENDERD also reserves the right to restrict access to the Products in unsupported regions and may consult with or cooperate with law enforcement authorities to prosecute users who violate applicable laws.
6. Hardware Installation and Equipment Maintenance.
   TENDERD shall perform the installation of the Hardware and carry out regular maintenance during the warranty period, ensuring compliance with applicable warranty requirements. However, the Customer is responsible for the general upkeep and protection of the Hardware installed in their equipment during this period. The Customer is responsible to maintain the Hardware in good condition and responsible for any damage to or loss of such Hardware units that occurs while it Customer’s possession (reasonable wear and tear excepted) because of the Customer’s actions, negligence, or interaction with the Hardware in ways which were not intended or agreed. If TENDERD is to deploy the Hardware, the Customer shall ensure compliance with the following conditions: Availability of Equipment: The Customer shall ensure that their equipment is made available for installation in a proper, sustained, and safe manner, in accordance with the deployment schedule specified in the applicable Order Form. Equipment Condition and Access: The Customer shall ensure that the equipment is in full working condition and provide TENDERD with unrestricted access to the equipment during the deployment period. On-Site Supervision: The Customer shall ensure that their technicians are present on-site during the deployment to supervise and assist as needed. Entry Passes and Safety Compliance: The Customer shall be responsible for securing any required entry passes, permits, or clearances and for ensuring that all necessary safety inductions or other compliance requirements are completed prior to the deployment. The Customer acknowledges that failure to comply with these requirements may result in delays or additional costs, which shall be the responsibility of the Customer. If the Customer opts to perform the installation andmaintenance themselves, the following conditions shall apply: The Customer assumes full responsibility for the proper installation of the Hardware and the ongoing maintenance of the Equipment, including adherence to any applicable warranty requirements. Depending on the intended use of the Products, the Customer may need to engage professional services to ensure the correct installation and maintenance of the Equipment. If the Customer lacks the necessary skills or expertise for installation or maintenance, they are required to consult a qualified installer or maintenance professional. Failure to properly install or maintain the Hardware may result in damage to the Equipment or hazardous conditions that could lead to property damage, bodily harm, and/or fatality. The Customer must promptly notify TENDERD if incorrect Hardware cables or components are identified during the installation process. By undertaking the installation and maintenance, the Customer acknowledges and accepts the risks associated with these tasks and agrees to comply with all applicable safety and operational requirements.
7. Product Updates.
   1. Product Improvements and Updates. 
      TENDERD is committed to the continuous enhancement of its Products and may, at its sole discretion and from time to time: (i) update the TENDERD Software, including the automatic installation of Firmware updates on Hardware; (ii) release updates for the Apps; or (iii) replace or upgrade Hardware to newer models. TENDERD reserves the right to modify, discontinue, or remove any part of the Products, including features or functionalities associated with a TENDERD Software license, at any time and without prior notice. Updates or upgrades may include security patches, bug fixes, performance improvements, or the addition of new features and may be implemented with or without prior notification to the Customer. By using the Products, the Customer consents to the automatic application of such updates and upgrades. TENDERD will use commercially reasonable efforts to notify the Customer of updates that may materially affect existing functionality.
   2. Pilot Offerings.
      From time to time, TENDERD may in its sole discretion make Pilot Offerings available to Customer for evaluation purposes. Should Customer opt to use a Pilot Offering: Customer agrees to (i) enter into any additional terms required by TENDERD for the applicable Pilot Offerings; (ii) assume sole responsibility and all risk, and waive and release TENDERD from any claims directly or indirectly arising from or related to the Pilot Offerings; and (iii) without limitation, defend, indemnify, and hold harmless TENDERD from any third party claims directly or indirectly arising from or related to the Pilot Offering. Pilot Offerings ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. Customer acknowledges that Pilot 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. TENDERD reserves the right to modify, terminate, or discontinue the Pilot Offerings at any time in its sole discretion, for any reason, with or without notice, and without liability to Customer, and has no obligation to make any Pilot Offerings generally available to TENDERD customers. If TENDERD decides in its sole discretion to make a Pilot Offering generally available to TENDERD customers as a new Product or part of an existing Product, TENDERD may discontinue making such offering available to Customer as a Pilot Offering at that point in time. Customer acknowledges and agrees that any continued usage after such discontinuation date will require that the Customer purchase or have already purchased the applicable Product under an Order Form and pay any additional amounts owed for such purchase. Except as explicitly set forth otherwise in this Section 7.2, Pilot Offerings are subject to the same terms and conditions as are applicable to a “Product” under these Terms.
   3. Feedback.
      The Customer agrees to make commercially reasonable efforts to provide feedback regarding the Products upon TENDERD’s request. The Customer acknowledges and agrees that TENDERD shall hold all rights, title, and interest in any comments, suggestions, or other input provided by the Customer concerning theProducts (collectively, “Feedback”). The Customer hereby irrevocably transfers, assigns, and conveys to TENDERD all rights, title, and interest in and to such Feedback, and TENDERD expressly accepts such transfer.
8. Payment.
   1. Payment Terms. 
      The Customer’s payment and billing obligations are outlined in the applicable Order Form. Unless otherwise specified in the Order Form: (i) all payments shall be made via wire transfer; (ii) wire transfers may incur a processing fee of up to 3%, subject to applicable law; (iii) late payments will accrue a late fee of 1.5% per month; and (iv) if license payments remain unpaid for 30 days, TENDERD reserves the right to suspend the Service until all overdue amounts are paid in full. Additionally, unless otherwise stated in these Terms or the applicable Order Form, all payments made to TENDERD are non-refundable. TENDERD may report the Customer’s contact information and payment history, including payment delays, to credit rating, credit reporting, or similar agencies. If the Customer makes a payment without specifying the invoice to which it applies, TENDERD reserves the right to allocate the payment to any outstanding invoice(s) at its discretion. The Customer is responsible for the payment of all applicable taxes, levies, duties, or similar governmental assessments, including, but not limited to, value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, “Taxes”), however they are designated under these Terms. If TENDERD is legally required to pay or collect any Taxes on behalf of the Customer, TENDERD will issue an invoice for such amounts, and the Customer agrees to reimburse TENDERD accordingly. TENDERD will not provide retroactive Tax refunds or credits unless required by applicable law. Any Tax refunds or credits issued by TENDERD shall be at its sole discretion and subject to applicable legal requirements, and TENDERD reserves the right to charge reasonable fees and costs for processing such refunds or credits.
9. Accounts. 
   The Customer is solely responsible for managing and safeguarding all Accounts associated with the licensed TENDERD Software. The Customer agrees to grant access to the Software only to Authorized Users and to ensure that such Authorized Users keep their Account credentials, including usernames and passwords, strictly confidential. Account credentials must not be shared with any unauthorized parties. The Customer is fully responsible for monitoring and regulating access to the Software and for maintaining the security and confidentiality of Account credentials, including any provided API tokens. If the Customer or any Authorized User becomes aware of a breach or compromise of Account security, the Customer must immediately notify TENDERD and take action to deactivate the affected Account or update its login credentials. Authorized Users are permitted to use the licensed TENDERD Software solely on behalf of the Customer and in accordance with the terms and conditions set forth herein. The Customer assumes full responsibility and liability for any breach of these obligations by an Authorized User.
10. Customer Data.
    1. Ownership and Usage.
       The Customer retains ownership of all Customer Data, which is accessible via the licensed TENDERD Software. TENDERD acknowledges and agrees to maintain the confidentiality of Customer Data. The Customer grants TENDERD a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works from, display, and distribute Customer Data as necessary for operating, supporting, improving, and providing the Products. This includes using Customer Data for anonymized and/or aggregated reporting and analysis. Unless prohibited by law or unless the Customer requests in writing upon termination that such use be limited to non-personally-identifiable data, this right to use Customer Data will survive the termination of these Terms. TENDERD will implement and maintain reasonable administrative, physical, and technical safeguardsto ensure the security, confidentiality, and integrity of Customer Data. TENDERD will not disclose Customer Data without the Customer’s consent, except where required by lawor as permitted under these Terms. The Customer may export Customer Data at any time during the term of these Terms using the export features available in the TENDERD dashboard or the TENDERD API. The Customer acknowledges that certain data or information may not be exportable through these tools. If the applicable TENDERD Software license expires or terminates without renewal, TENDERD reserves the right to immediately delete the associated Customer Data.
    2. Customer Data Representation and Warranty.
       The Customer represents and warrants that: (i) it will secure all necessary rights, and provide any required disclosures to or obtain consents, approvals, authorizations, and/or agreements from employees or third parties, as needed, to allow TENDERD to collect, use, and share Customer Data in compliance with these Terms; (ii) no Customer Data infringes upon or violates any intellectual property rights, privacy rights, publicity rights, or other proprietary rights of any individual or entity; and (iii) the Customer will comply with all applicable local, state, federal, and international laws and regulations in the course of its business activities, including in its interactions with TENDERD and its use of the Products. The Customer agrees to indemnify, defend, and hold harmless TENDERD and its subprocessors, if applicable, against any and all liabilities, damages, claims, losses, demands, costs, fees (including legal fees), and expenses arising out of or in connection with any third-party legal or regulatory proceeding that results from (a) any act or omission by the Customer related to its instructions to TENDERD, or (b) the Customer’s breach of this Section 10.2.
11. Confidentiality.
    1. Confidential Information.
       “Confidential Information” refers to any technical, financial, or business information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that: (i) is identified as “confidential” or “proprietary” at the time of disclosure; or (ii) a reasonable person, under the circumstances, would understand to be confidential or proprietary based on the nature of the information and the context of the disclosure. TENDERD’s Confidential Information includes, but is not limited to,information related to the Products, pricing and payment terms, Pilot Offerings, TENDERD Software Systems, TENDERD customers or partners, and any data or information TENDERD provides to the Customer in the course of delivering the Products. Customer Confidential Information includes Customer Data and any data or information provided by the Customer to TENDERD for purposes such as evaluating, procuring, or configuring the Services (e.g., equipment makes and models, vehicle routes, or similar details). Confidential Information does not include information that:(i) is or becomes publicly available without a breach of the Receiving Party’s confidentiality obligations; (ii) was lawfully known to the Receiving Party, without restrictions on use or disclosure, prior to receiving it from the Disclosing Party; (iii) is lawfully received from a third party with the right to disclose it, and without restrictions on its use or disclosure; or (iv) is independently developed by the Receiving Party without reliance on, reference to, or use of the Disclosing Party’s Confidential Information.
    2. Confidentiality Obligations.
       The Receiving Party agrees to the following obligations with respect to the Disclosing Party’s Confidential Information: (i) to protect and maintain the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care; (ii) not to disclose the Confidential Information to any third parties, except to its Affiliates, employees, agents, orthird-party service providers who need access to such information to perform obligations under these Terms and are bound by confidentiality obligations at least as stringent as those set forth herein, or as otherwise authorized in writing by the Disclosing Party; and (iii) not to use the Confidential Information for any purpose other than as necessary to perform its obligations under these Terms or as explicitly authorized by the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information if required to do so by law, regulation, or legal process. However, unless prohibited by applicable law or regulation,the Receiving Party must use reasonable efforts to provide the Disclosing Party with advance notice of such disclosure and cooperate, at the Disclosing Party’s expense, in taking steps to prevent, limit, or protect the scope of the required disclosure.
12. Proprietary Rights.
    1. Services.
       TENDERD retains exclusive ownership of all rights, titles, and interests in and to the Services, including all associated intellectual property rights. The Customer acknowledges that the Services are protected under patent, copyright, trademark, and other applicable laws in the United States and other jurisdictions. The Customer agrees not to remove, modify, or obscure any copyright, trademark, service mark, or other proprietary rights notices included in or accompanying the Services. The Customer hereby irrevocably assigns and transfers to TENDERD any and all rights, titles, and interests it may have in the Services, and TENDERD accepts such transfer. These Terms do not convey or transfer any ownership rights to the Customer. Except for the limited rights expressly granted herein, no other licenses, permissions, or rights—whether express or implied—are granted by TENDERD to the Customer with respect to any TENDERD software, services, technology, or intellectual property.
    2. Firmware.
       The Firmware is licensed to the Customer, not sold. While the Customer may hold ownership of the physical Hardware acquired through purchase or as specified in an Order Form, TENDERD retains exclusive ownership of all intellectual property rights associated with the Hardware and the Firmware. TENDERD further owns all rights, title, and interest in and to the Firmware, including all related intellectual property. The Customer acknowledges that the Firmware is protected under patent, copyright, trademark, and other applicable laws of the United States and foreign jurisdictions. All rights in the Firmware not expressly granted to the Customer under these Terms are reserved by TENDERD. The Customer further acknowledges and agrees that certain elements of the Firmware, including but not limited to its source code, as well as the unique design and structure of its individual modules or programs, contain or constitute trade secrets of TENDERD and its licensors.
13. Connectivity Data Usage.
    A TENDERD Software license includes connectivity data only if the specific license SKU explicitly states that connectivity data is included, along with the amount of connectivity data provided. If connectivity data is included, any connectivity between the applicable Hardware and the licensed TENDERD Software will not count against the included connectivity data cap. TENDERD reserves the right to restrict access to personal entertainment streaming services through the Hardware connectivity. If the Customer’s connectivity data usage exceeds the included cap, TENDERD may take actions such as reducing connection speeds, restricting connectivity, interrupting connectivity, or applying a combination of these measures. However, any restriction or interruption of connectivity will not affect the functionality of hours-of-service logs. The Customer can monitor its connectivity data usage, including any data caps, through the “Gateways” page within the “Settings” section of the Hosted Software dashboard.
14. Non-TENDERD Products. 
    The Products may include links to, integrate with, interoperate with, or allow the import or export of data to or from, as well as provide or receive access from, third-party products or services (collectively, “Non-TENDERD Product Integrations”). If the Customer chooses to use any Non-TENDERD Product Integrations, including for data exchange between the Products and Non-TENDERD Products, the Customer agrees to: (i) assume full responsibility and all associated risks for the use of Non-TENDERD Product Integrations, including any issues related to their content, functionality, or availability, and hereby waives and releases TENDERD from any claims, liabilities, or damages directly or indirectly related to such use; and (ii) defend, indemnify, and hold harmless TENDERD from any claims, liabilities, damages, losses, costs, or expenses (including legal fees) arising from or related to the Customer’s use of anyNon-TENDERD Product Integrations, whether directly or indirectly. TENDERD provides access to Non-TENDERD Product Integrations strictly “as is,” without any warranties, guarantees, or obligations of any kind, and solely for the Customer’s convenience.
15. Publicity.
    The Customer grants TENDERD the right to use the Customer’s name and logo for the purposes of listing the Customer as a client on TENDERD’s website, in pressreleases, customer lists, SEC filings, earnings calls, and in investor or marketing materials. TENDERD agrees not to use the Customer’s name, trademarks, or logos for any other purpose without obtaining the Customer’s prior written consent. TENDERD shall not use Customer’s name, trademarks, or logos in a manner that is misleading or detrimental to Customer’s reputation.
16. Term.
    The term of these Terms commences on the earliest of the following: (i) the date you accept these Terms by clicking a box indicating your acceptance, (ii) the date you execute an Order Form or any other contract that references these Terms, (iii) the date you purchase Products or otherwise enter into an Order Form or other contract with TENDERD, a TENDERD reseller, or another entity or individual for the purchase of Products or under which Products are provided to you, or (iv) the date you first access or use the Products. These Terms shall remain in effect until the earliest of the following: (i) the Subscription Expiration Date of 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) the date you are no longer authorized to access or use the Products, or (iii) the date these Terms are terminated earlier as provided herein.
    1. Renewal.
       Unless you provide TENDERD with written notice of your intent to cancel the auto-renewal of the applicable Order Form or contract at least thirty (30) days prior to the Subscription Expiration Date, TENDERD may, at its sole discretion, renew your license term for the applicable or substantially equivalent Products within ninety (90) days after the Subscription Expiration Date. Such renewal will take effect as of the Subscription Expiration Date and will cover a period of up to the longest of the following: (i) one year,(ii) the same duration as the immediately preceding subscription term, or (iii) a period aligning the subscription expiration date with another active order of yours (each such period, or any subsequent renewal term after the Initial Term, a “Renewal Term”). Subject to TENDERD’s renewal rights stated above, you and TENDERD may mutually agree to execute a new Order Form to renew your license term as of the Subscription Expiration Date. Such a new Order Form may include additional or modified Products or licenseterms as mutually agreed. If TENDERD auto-renews your subscription term without the execution of a new Order Form as described above, the payment method and terms specified in your original Order Form will remain in effect. If your license term is renewed after termination of the preceding term and TENDERD permits you, at its sole discretion, to continue using the Products during the interim period, these Terms will govern such use. TENDERD reserves the right to (i) charge you for this interim use at the renewal license pricing, with payment due immediately, and (ii) set the Subscription Start Date for the renewal license as the day following the expiration of the prior license term.
    2. Termination.
       TENDERD reserves the right to terminate these Terms, any Order Form, and your access to and use of the TENDERD Software at its sole discretion, at any time, by providing notice to you. If TENDERD terminates for its convenience (and not as permitted under these Terms, the applicable Order Form, or due to your breach), TENDERD will issue a refund to you for any prepaid, unused portion of the applicable subscription term. Unless otherwise stated in these Terms or the applicable Order Form, an Order Form, including any renewal Order Forms, is non-cancellable and cannot be terminated before the applicable Subscription Expiration Date.
    3. Effect of Termination.
       Upon termination or expiration of these Terms, the following Sections will survive and remain in effect: Section 5 (License Restrictions), Section 7.2 (Pilot Offerings), Section 7.3 (Feedback), Section 8 (Payment, Shipping, and Delivery), Section 10 (Customer Data), Section 11 (Confidentiality), Section 12 (Proprietary Rights), Section 16 (Term), Section 17 (Warranty Disclaimers), Section 18 (Limitation of Liability), Section 19 (Dispute Resolution), Section 20 (Governing Law), and Section 21 (General Terms). At the Customer’s written request, and in accordance with TENDERD’s data retention and backup policies, TENDERD will delete and remove any Customer Data stored on the Hosted Software.
17. Warranty and Warranty Disclaimers.
    1. Hardware Warranty.
       TENDERD provides a warranty for Hardware as detailed in the applicable Order Form.
    2. Warranty Disclaimers.
       EXCEPT AS SPECIFICALLY PROVIDED UNDER THE LIMITED HARDWARE WARRANTY PROVIDED IN THE APPLICABLE ORDER FORM, ALL PRODUCTS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TENDERD EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TENDERD PRODUCTS REQUIRE ACTIVE SUPERVISION OF DRIVERS AND PERSONNEL, EVEN WHEN IN USE, AND ARE NOT DESIGNED AS CRASH OR ACCIDENT AVOIDANCE OR PREVENTION SYSTEMS. THE CUSTOMER BEARS FULL RESPONSIBILITY FOR ALL TRAFFIC, LEGAL, AND OPERATIONAL VIOLATIONS, INCLUDING SPEEDING, TOLL PAYMENTS, AND OTHER REGULATORY NON-COMPLIANCE RELATED TO ITS VEHICLES AND EQUIPMENT, EVEN WHILE USING THE PRODUCTS. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS ARE NOT A SUBSTITUTE FOR SAFE AND LAWFUL DRIVING, EQUIPMENT OPERATION, OR APPROPRIATE WORKPLACE CONDUCT. THE PRODUCTS SHOULD NEVER BE RELIED UPON AS A CRASH OR ACCIDENT AVOIDANCE OR PREVENTION SYSTEM. TENDERD DOES NOT GUARANTEE THAT THE SERVICES WILL MEET THE CUSTOMER’S EXPECTATIONS OR BE AVAILABLE WITHOUT INTERRUPTION, SECURITY ISSUES, OR ERRORS. TENDERD DISCLAIMS ANY WARRANTIES REGARDING THE QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, OR TRUTHFULNESS OF ANY ANALYTICS, DATA, OR REPORTS GENERATED, INCLUDING CUSTOMER DATA.
18. Limitation of Liability.
    1. No Consequential Damages.
       TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TENDERD, THE CUSTOMER, NOR ANY OTHER ENTITY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE PRODUCTS SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES. THISINCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTIONS, COMPUTER DAMAGE, SYSTEM FAILURES, OR THE COST OF SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE PRODUCTS. THIS LIMITATION APPLIES WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A LIMITED REMEDY PROVIDED UNDER THESE TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH CASES, THE ABOVE LIMITATION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
    2. Cap on Liability.
       EXCEPT FOR (i) ANY EXPRESS INDEMNIFICATION OBLIGATIONS SET FORTH IN THESE TERMS, (ii) CUSTOMER’S BREACH OF SECTION 5 (LICENSE RESTRICTIONS), AND (iii) CUSTOMER’S PAYMENT OBLIGATIONS UNDER AN ORDER FORM, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY OR ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE PRODUCTS SHALL EXCEED THE AMOUNT CUSTOMER HAS PAID TO TENDERD UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO TENDERD (SUCH AS DURING A FREE TRIAL), THE TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
    3. Basis of the Bargain.
       THE EXCLUSIONS AND LIMITATIONS OF DAMAGES DESCRIBED ABOVE ARE ESSENTIAL AND FUNDAMENTAL ELEMENTS OF THE AGREEMENT BETWEEN TENDERD AND THE CUSTOMER.
19. Dispute Resolution.
    1. Arbitration. 
       Any dispute arising from or relating to these Terms or Customer’s use of the Products that cannot be resolved by the Parties within a period of sixty (60) days afternotice of a dispute has been given by one Party hereunder to the other, shall be finally and exclusively settled in one of the following venues at TENDERD’s election: (i) confidential arbitration in the State or Country the applicable Order Form was executed, using the English language in accordance with the applicable Arbitration Rules and Procedures then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes or (ii) the relevant Courts located in the State or Country the applicable Order Form was executed. If TENDERD elects to arbitrate a dispute, the Parties agree that such arbitrator(s) shall have full authority to award preliminary and permanent injunctive relief, damages, and any other relief available in law, at equity, or otherwise pursuant to applicable law
    2. 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 TENDERD agrees in writing otherwise, the arbitrator or other adjudicator will not consolidate more than one person or entity’s claims.
20. Governing Law. 
    These Terms and any action related thereto will be governed by the laws of the State or Country the applicable Order Form was executed without regard to its conflict of laws provisions. Subject to the agreement to arbitrate set forth herein, exclusive jurisdiction and venue for actions arising from or related to these Terms or Customer’s use of the Products will be the State or Country the applicable Order Form was executed, and both Parties consent to the jurisdiction of such courts with respect to any such actions.
21. General Terms.
    1. Miscellaneous. 
       These Terms, together with any applicable Order Form, constitute the entire and exclusive agreement between TENDERD and the Customer regarding the Products and the subject matter herein. These Terms supersede and replace all priororal or written agreements, understandings, or representations between TENDERD and the Customer regarding the Products. The Customer acknowledges and agrees that, in entering into this Agreement, it has not relied on any representation, warranty, statement, or assurance from TENDERD other than those expressly set forth herein. To the fullest extent permitted by applicable law, the Customer agrees that the remedies provided under these Terms for breach of any such express warranties or representations are the sole remedies available. For clarity, the Parties agree that any click-through, hyperlinked, or standard boilerplate terms and conditions issued by the Customer—such as those associated with payment portals or onboarding TENDERD as a vendor—are void and have no effect, regardless of any language to the contrary in those terms and conditions. In the event of a conflict between these Terms and an Order Form, the terms of the Order Form will prevail. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. The Customer may not assign or transfer these Terms, whether by operation of law or otherwise, without prior written consent from TENDERD, and any attempt to do so without such consent will be null and void. TENDERD, however, may freely assign or transfer these Terms without restriction. These Terms will bind and benefit only the Parties, their successors, and their permitted assigns; no other individual, entity, or Party Affiliate shall have any rights, benefits, or remedies under these Terms. The Customer agrees that it will not bring any claims under these Terms against any TENDERD Affiliate, employee, director, officer, or shareholder. Notices or communications from TENDERD under these Terms, including updates or modifications, will be delivered: (i) via email; (ii) by posting on TENDERD’s website; or (iii) through the Services. For email notices, the date of receipt will be deemed the date the email is sent. The failure of either Party to enforce any provision or right under these Terms will not constitute a waiver of that provision or right. A waiver will only be valid if it is in writing and signed by a duly authorized representative of both Parties. Unless expressly stated otherwise in theseTerms, the exercise of any remedy by either Party will not prejudice its ability to pursue other remedies under these Terms or applicable law.
    2. Acceptable Use.
       The Customer agrees not to, and shall not permit any third party, including 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, including but not limited to legal rights (e.g., intellectual property or proprietary rights) or human rights (i.e., the rights inherent to all individuals regardless of race, sex, nationality, ethnicity, language, religion, or other status), as reasonably determined by TENDERD; (b) engage in abusive, harassing, threatening, offensive, stalking, or otherwise improper conduct toward any individual or entity, including but not limited to TENDERD, its employees, agents, service providers, partners, or other customers. To report any suspected misuse or violation of this policy, please email info@TENDERD.com.
    3. Export Restrictions. 
       The Customer agrees not to use the Products in violation of applicable export control or sanctions laws of the United States or any other relevant jurisdiction (For example, in the United Arab Emirates, or the Kingdom of Saudi Arabia) where the applicable Order Form was executed. The Customer further agrees not to use the Products if the Customer is, or is acting on behalf of, any person or entity that is restricted, including but not limited to those listed on the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of Commerce’s Denied Persons List or Entity List, the U.S. Department of State’s Debarred List, or any similar restricted parties list, without prior authorization from the U.S. Government. The Customer also agrees to comply with the provisions of the Foreign Corrupt Practices Act (FCPA), ensuring that the Products are not used to facilitate, engage in, or promote bribery, corruption, or any other activity prohibited under the FCPA or similar anti-corruption laws in other jurisdictions. The Customer shall not export, re-export, or transfer the Products for any use directly or indirectly associated with activities prohibited under Part 744 of the U.S. Export Administration Regulations, including, but not limited to, certain nuclear,chemical, or biological weapons programs, rocket systems, or unmanned air vehicle end-uses.
    4. Force Majeure. 
       TENDERD shall not be held liable or responsible, nor shall it be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling its obligations under these Terms when such failure or delay is caused by an event of force majeure. A force majeure event refers to any event or circumstance beyond TENDERD’s reasonable control, including but not limited to war, hostilities, acts of God, earthquakes, floods, fires, or other natural disasters, strikes or labor disputes, material shortages, epidemics, pandemics, government actions, or failures of utilities, transportation systems, communication networks, or electronic systems.
    5. Contact Information.
       If you have any questions about these Terms or the Products, please contact TENDERD at info@TENDERD.com