BINDING AGREEMENT. This agreement (“Agreement”) is between J. J. Keller & Associates, Inc. (“J. J. Keller”) and You (either as an individual or entity, as applicable). If You are an individual acting on behalf of an entity, You represent and warrant to J. J. Keller that You have all necessary authority to bind such entity to the terms and conditions (“Terms”) of this Agreement. THIS IS A BINDING LEGAL AGREEMENT. PLEASE READ THESE TERMS CAREFULLY BEFORE AUTHORIZING THIS AGREEMENT OR USING ENCOMPASS® FLEET MANAGEMENT SYSTEM (“the Site”). IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT AUTHORIZE THIS AGREEMENT OR USE THE SITE. If You have any questions about this Agreement, please contact J. J. Keller via e-mail at EncompassSupport@kellerencompass.com.

License. Subject to the compliance with these Terms, J. J. Keller grants You a nonexclusive, nontransferable limited license to access the Site.

Amendment of Agreement. J. J. Keller may amend the Terms of this Agreement at any time. Notification will be posted on the Site’s home screen. All amended Terms shall automatically be effective thirty (30) days after they are initially posted on the Site. You agree to review the Site’s home screen for updates periodically, but no less than every thirty (30) days, to become aware of such amendments. If any such revision is unacceptable to You, You must discontinue accessing the Site. Your continued accessing or use of the Site following the effective date of notice of any such revision shall conclusively be deemed acceptance of all such revisions. This Agreement may not be otherwise amended except in a writing signed by You and J. J. Keller.

J. J. Keller services and fees. You will receive a service fee quote from J. J. Keller through a proposal or during on-line sign-up. All fees are quoted in U.S. Dollars. If You register an account on the Site, the quoted fees are incorporated herein by reference. Service fee quotes are valid for thirty (30) days from the date transmitted to You by J. J. Keller. J. J. Keller may change its services and fees from time to time. Changes to such fees are effective after J. J. Keller provides You with at least thirty (30) days’ notice of the changes by sending an electronic mail notification to the e-mail address You provided. Changes to J. J. Keller services are effective immediately upon posting notice of such changed services on the Site. You may also request changes in service levels that may result in a different monthly fee; such changes are effective immediately and are not subject to the thirty (30) day notice period mentioned above.

Payments. You are responsible for paying all fees and applicable taxes associated with Your access to and use of the Site. If J. J. Keller sends You an invoice at the end of each monthly billing period commencing as of the activation date of Your account registration, such invoices are due net upon Your receipt of the invoice. All late payments are subject to late payment fees equal to the lesser of 1.5% per month on any outstanding balance, or the maximum permitted by law. You will be responsible for all collection costs associated with the collection of late payments, including reasonable attorneys’ fees. Invoicing on account is subject to credit approval. You may be required to provide and maintain a valid credit card for billing any monthly fees. Failure to pay any invoice when due or maintain a valid credit card may, at J. J. Keller’s option, result in suspension or termination of Your right to access or use the Site.

Access to and use of the Site. The Site may be used solely for Your internal business purposes and only for those services for which You pay the applicable fee. Any other use is expressly forbidden.

Upon registering for access to the Site, You will designate an administrator person. J. J. Keller will provide You or Your Organization/Corporation (as applicable) with a password and login name granting the administrator person permissions for the Site. Your administrator person may authorize additional users to use the Site by creating logins and passwords and assigning applicable permission levels. (All such passwords and login names referred to as “Your Passwords” and “Login IDs”.) You are responsible for maintaining the confidentiality of Your Passwords and Login IDs, and are responsible for all activities that occur under Your Passwords and Login IDs. Organization/Corporate users of the Site are responsible for their employees, directors, officers, representatives, and agents (collectively, “Corporate Users”) as users of the Site, and are specifically responsible and liable for any and all damages created thereby. Corporate Users are also responsible and liable to pay for all products and services purchased through the Site. Your registration for use of the Site (including Your Passwords and Login IDs) may not be transferred or sold to another party. You agree to immediately notify J. J. Keller via email at the customer support email address specified on the Site of any unauthorized use of Your Passwords or Login IDs.

Access to Your Data. As between J. J. Keller and You, You will own all data, information or material that You enter into the Site or have entered on Your behalf (“Your Data”). Only You or Corporate Users can enter, edit, and use Your Data. J. J. Keller uses Your Data only as outlined in J. J. Keller’s Privacy and Security Policy. Except as permitted in this Agreement, J. J. Keller will not edit, delete or disclose the contents of Your Data unless authorized by You or unless J. J. Keller is required to do so by law or in the good faith belief that such action is necessary to: (i) conform with applicable laws or comply with legal process served on J. J. Keller; (ii) protect and defend the rights or property of J. J. Keller; or (iii) enforce this Agreement.

Security. J. J. Keller has taken reasonable steps to keep information, materials and data housed on the Site secure. J. J. Keller does not, however, guarantee the security or integrity of Your Login IDs, Your Passwords, the Site, or any of Your Data housed on the Site.

Privacy. J. J. Keller takes reasonable steps to ensure third parties’ privacy and protect the privacy of the information submitted to the Site in accordance with the Privacy and Security Policy. You acknowledge J. J. Keller acts as a passive third party data collector between you and those third parties.

Ownership. Excluding only Your Data and the data of other authorized users of the Site, all components thereof, including, without limitation, software, code, text, images, video, forms, templates and audio, are the intellectual property of J. J. Keller or its licensors. In addition, the entirety of the Site is a work owned by J. J. Keller and is protected by U.S. and international copyright laws. Copyright 2016 J. J. Keller & Associates, Inc. You acknowledge and agree that all proprietary rights in the Site shall remain property of J. J. Keller, or its licensors, as applicable, and You do not acquire rights therein.

Your Responsibilities. You are responsible for Your Data as posted, entered, uploaded, or otherwise transmitted to the Site by You and Corporate Users.

You are responsible for providing all hardware, software, telephone or other communications equipment and/or service to connect to the Internet and access the Site, and are responsible for all Internet access charges, telephone charges, or other fees or charges incurred in connecting to the Internet and accessing the Site.

You agree to access and use the Site only for lawful purposes. J. J. Keller does not control the content provided by any users that is made available through the Site. You are solely responsible for Your Data. J. J. Keller is a passive conduit for online storage, retrieval and distribution of Your Data. You are solely responsible for the knowledge of and adherence to any and all laws, statutes, rules and regulations, pertaining to: (i) Your Data; (ii) Your use of the Site, (iii) the use of any networks or other services connected to the Site, and (iv) the communications means by which You connect Your computer, or other equipment to the Site.

Any data that remains on the Site after termination of Your access will be permanently deleted from J. J. Keller’s system after thirty (30) days. You are responsible for obtaining Your Data from the Site once You are aware that You will be terminating Your use of the Site. If Your access has been terminated for reasons other than Your breach and You require J. J. Keller’s assistance in obtaining Your Data, You must request this assistance from J. J. Keller within fourteen (14) days of Your access terminating to give J. J. Keller adequate time to assist prior to permanent deletion of Your Data. J. J. Keller may provide this assistance upon such timely request and for an additional fee. Under no circumstance will J. J. Keller be liable for any of Your Data that has been deleted from J. J. Keller’s system. You acknowledge that You are responsible for exporting Your Data, arranging for J. J. Keller to assist You, or organizing J. J. Keller to export Your Data from J. J. Keller’s system prior to permanent deletion.

You agree that You and Corporate Users will not do the following:

1. except to the extent that You may regulate access of Corporate Users to the Site and Your Data as You deem appropriate, restrict or inhibit any other user from accessing and using the Site;
2. post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, or indecent information or material of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national, or international law (collectively, the “Prohibited Postings”) and You further agree that You will immediately notify J. J. Keller of any Prohibited Postings of which You become aware and authorize J. J. Keller to remove any of Your Data that may constitute Prohibited Postings;
3. post or transmit any information or other material that violates or infringes the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark, or other proprietary rights, without first obtaining permission from the owner or right holder, as applicable, and You further agree that You will immediately notify J. J. Keller of any such information or other material of which You become aware and authorize J. J. Keller to remove the same to the extent that it is Your Data;
4. knowingly post or transmit any information, software or other material that contains a virus or other harmful component, and You further agree that You will immediately notify J. J. Keller of any such virus or other harmful component of which You become aware and authorize J. J. Keller to remove the same to the extent that it is Your Data;
5. alter, damage, delete, disassemble, decompile, or otherwise derive source code from the Site or otherwise interfere with the ability of others (excepting only Corporate Users to the extent that You may regulate access to the Site and Your Data) to access the Site;
6. intentionally or negligently disrupt the normal flow of communication on the Site;
7. claim a relationship with, or to speak for any business, association, institution, or other organization for which You are not authorized to claim such a relationship; or
8. violate any operating rule, policy, or guideline of Your Internet access provider or online service.

Guidelines for use of J. J. Keller Content. This License is solely for use by You. You may use training material, checklists, forms, policy templates and videos (“J. J. Keller Content”) as follows:

1. Internal Use. Your License allows You to use J. J. Keller Content and works You create with J. J. Keller Content (“Created Works”) within Your organization for Your internal business purposes as outlined in this section.
2. You may not, and may not permit others to, copy, distribute, post or electronically transmit J. J. Keller Content as is in any format.
3. You may post Created Works on Your Intranet.
4. Copyright Notices. You must retain copyright notices appearing with J. J. Keller Content.
5. Substitute. You may not disseminate, publish or use J. J. Keller Content in a manner that would be competitive with, or substitute for, the purchase of additional Licenses by others.
6. Except as explicitly allowed hereunder, You may not modify, copy, reproduce, transmit, distribute, publish, create derivative works from, display or otherwise transfer or commercially exploit any of the J. J. Keller Content.

J. J. Keller and its licensors may make improvements and/or changes to the Site or J. J. Keller Content at any time.

Term and Termination. This Agreement begins on the date that You accept these Terms and authorize this Agreement, regardless of whether Your signature is in an electronic or non-electronic form, by clicking on the “I ACCEPT” or similar button located at the bottom of this Agreement and which constitutes a signature. You may terminate this Agreement at any time by notifying J. J. Keller of such termination via e-mail at EncompassSupport@kellerencompass.com. Except as noted herein, no refund will be paid for any termination of this Agreement, regardless of the cause and Your sole and exclusive remedy with respect to dissatisfaction with any policies, practices, fees, or services of J. J. Keller in accessing the Site is for You to discontinue accessing and using the Site. J. J. Keller may terminate or temporarily suspend Your access to all or any part of the Site, without notice, for conduct that J. J. Keller believes is a breach of this Agreement or a violation of any policies or guidelines posted by J. J. Keller, or for other conduct that J. J. Keller believes, in its sole discretion, is harmful to J. J. Keller or other users. J. J. Keller may discontinue operating the Site or providing You with access to or use of the Site and terminate this Agreement at any time upon ten (10) days’ notice for any reason in its sole discretion. In the event of termination, You will no longer be authorized to access the Site. Upon termination of this Agreement for reasons other than Your breach, J. J. Keller will use reasonable commercial efforts to assist You, at J. J. Keller’s then standard fee for such services, in obtaining any of Your Data as may then be available on the Site, provided You have provided J. J. Keller proper notice as described in Section 11.

Links. You understand that except for J. J. Keller Content, neither J. J. Keller, its licensors, or affiliates, or their respective directors, officers, employees, and agents controls, provides, or are responsible for any content, goods or services available through sites on the Internet linked to or from the Site. All such content, goods and services are made accessible on the Internet by independent third parties and are not part of the J. J. Keller Content or controlled by J. J. Keller. J. J. Keller neither endorses nor is responsible for the accuracy, completeness, usefulness, quality, or availability of any content, goods, or services available on any site linked to or from the Site, all of which are the sole responsibility of such independent third parties, and Your use thereof is solely at Your own risk. Neither J. J. Keller, or its licensors, or their respective directors, officers, employees, and agents shall be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused by Your use of or reliance on any content, goods or services available on any site linked to or from the Site or Your inability to access the Internet or any site linked to or from the Site.

LIMITED WARRANTY. J. J. Keller warrants that for a period of thirty (30) days following Your authorization of this Agreement (the “Warranty Period”) that the Site will substantially conform in all material aspects to the specifications for the same as provided on the Site at the time You authorized this Agreement. Any claim for breach of this warranty must be made by You to J. J. Keller in writing or e-mail to the addresses indicated herein during the Warranty Period. Your sole and exclusive remedy is 1) during the Warranty Period, to obtain a refund of the amounts paid to J. J. Keller for access to the Site, and 2) thereafter, to discontinue using the Site. THIS WARRANTY IS IN LIEU OF ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, OR OTHERWISE.

EXCEPT AS NOTED IN THE PREVIOUS PARAGRAPH, YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND J. J. KELLER CONTENT IS AT YOUR SOLE RISK. NEITHER J. J. KELLER NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS WARRANTS THAT THE SITE OR ANY INTERNET SITE LINKED TO OR FROM THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES SUCH SITE OR TOOL AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NOR DO ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY INTERNET SITE LINKED TO OR FROM THE SITE OR AS TO THE TIMELINESS, SEQUENCE, ACCURACY, AUTHORITY, COMPLETENESS, USEFULNESS, NON INFRINGEMENT, RELIABILITY, AVAILABILITY, OR SUBSTANCE OF ANY CONTENT, INFORMATION, SERVICE, OR TRANSACTION PROVIDED THROUGH THE SITE OR ANY SITE LINKED TO OR FROM THE SITE.

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL J. J. KELLER OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER OR ARISING FROM THIS AGREEMENT, THE SITE, OR ANY INTERNET SITE LINKED TO OR FROM THE SITE, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, ELECTRICAL SURGE/DAMAGE/ INTERFERENCE, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, BREAKDOWN OF EQUIPMENT, SOFTWARE ERROR, INFRINGEMENT, UNAUTHORIZED ACCESS TO, OR THEFT, DESTRUCTION, ALTERATION, OR USE OF, RECORDS.

Indemnity. You agree to indemnify and hold harmless J. J. Keller, and its directors, officers, employees, and agents from any and all liabilities, claims, and expenses, including reasonable attorneys fees, arising from Your breach of this Agreement, or Your or Your Corporate User’s access or use of the Site.

Other services. In conjunction with Your implementation and/or use of the Site, J. J. Keller may provide You with certain professional services such as, but not limited to, data migration, configuration, and/or training services, as will be further described in a statement of work or otherwise.

Survival. The obligations of the parties under this Agreement that by their nature would continue beyond termination of this Agreement, including but not limited to the restrictions on the use of the J. J. Keller Content, disclaimer of warranties, limitation of liability and indemnification, shall survive any such termination.

Waiver and Severability. No waiver by J. J. Keller or any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

Assignability. This License and the rights and obligations hereunder may not be assigned by You or by operation of law, including, but not limited to, bankruptcy, assignment for benefit of creditors, collateral for a loan or satisfaction of a loan, without the prior written consent of J. J. Keller; provided, however, that this Agreement and the rights and obligations hereunder shall be freely assignable by J. J. Keller.

Applicable Law. Our Site is controlled, operated and administered by J. J. Keller from offices within the State of Wisconsin. J. J. Keller makes no representation that materials on our Site are appropriate or available for use at other locations outside of the United States and access to them from territories where their content is illegal or restricted is prohibited. You may not use our Site or export its contents in violation of U.S. export laws and regulations. If You access our Site from a location outside of the United States, You are responsible for compliance with all local laws. These Terms shall be governed by the laws of the United States and of the State of Wisconsin, without giving effect to its conflict of laws provisions.

Entire Agreement. These Terms constitute the entire agreement between J. J. Keller and You with respect to Your use of our Site. If for any reason a court of competent jurisdiction finds any provision of these Terms or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.