GENERAL TERMS AND CONDITIONS For DISPATCH CONNECT

1. Services.

1.1 Access and Use. Dispatch hereby grants Customer a non-exclusive, non-transferable right to access and use the Services, including access via the Dispatch Connect API, during the Term, solely for use by Authorized Users in accordance with these Terms and Conditions. Such use is limited to Customer's internal use. Dispatch shall provide to Customer the Access Credentials as part of its launch and onboarding process.

1.2 Customer On-Boarding. Promptly following the Effective Date, Dispatch and Customer will cooperate on the implementation of the Services into the Customer System. As part of such implementation process, Dispatch will provide integration support, provide Customer access to API functionality as available, set up Access Credentials, and train appropriate Customer staff on the use and maintenance of the Services.

1.3 Support Services. Dispatch shall, during the Term, provide commercially reasonable customer and technical support services to assist Customer in its use of the Services, according to Dispatch’s then-current customer support policies and procedures, using Dispatch’s official customer support channels. Customer support protocols will be provided as part of the Documentation.

1.4 Documentation License. Dispatch hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

1.5 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:

(a) Dispatch has and will retain sole control over the operation, provision, maintenance, and management of the Dispatch Materials; and
(b) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Dispatch Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User.

1.6 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, the API, Dispatch Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, Dispatch Materials, and Third-Party Materials are and will remain owned by Dispatch and the respective rights holders in the Third-Party Materials.

1.7 Functionality; Changes. Dispatch reserves the right, in its sole discretion, to make any changes to the Services and Dispatch Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Dispatch's services to its customers; (ii) the competitive strength of or market for Dispatch's services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law. Customer acknowledges and agrees that the Services may need to be modified from time to time due to technological advancements, changes in industry practices or standards, or changes in applicable laws. Dispatch reserves the right to upgrade, add or remove features, redesign, improve, or otherwise alter the functionality of the Services in its sole discretion. Customer acknowledges and agrees that its obligations under the Agreement are not contingent upon the delivery of any future functionality or features.

1.8 Suspension or Termination of Services. Dispatch may, directly or indirectly, by use of any lawful means, suspend, terminate, or otherwise deny Customer's, any Authorized User's, or any other Person's access to or use of all or any part of the Services or Dispatch Materials, without incurring any resulting obligation or liability, if: (a) Dispatch receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Dispatch to do so; or (b) Dispatch believes, in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section 1.8 does not limit any of Dispatch's other rights or remedies, whether at law, in equity, or under this Agreement.

2. Use Restrictions; Service Usage and Data Storage.

2.1 Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Dispatch Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:

(a) copy, modify, or create derivative works or improvements of the Services or Dispatch Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Dispatch Materials to any Person; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Dispatch Materials, in whole or in part; (d) bypass or breach any security device or protection used by the Services or Dispatch Materials or access or use the Services or Dispatch Materials other than by an Authorized User through the use of his or her own Access Credentials; (e) input, upload, transmit, or otherwise provide to or through the Services or Dispatch Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Dispatch Systems, or Dispatch's provision of services to any third party, in whole or in part; (g) access or use the Services or Dispatch Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Dispatch customer), or that violates any applicable Law; (h) access or use the Services or Dispatch Materials for purposes of competitive analysis of the Services or Dispatch Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Dispatch's detriment or commercial disadvantage; or (i) otherwise access or use the Services or Dispatch Materials beyond the scope of the authorization granted under this Section 2.1.

3. Customer Obligations.

3.1 Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; (b) provide all cooperation and assistance as Dispatch may reasonably request to enable Dispatch to exercise its rights and perform its obligations under and in connection with this Agreement; and (c) Customer and its Representatives must follow Dispatch’s harassment policy during the Term of this Agreement. Dispatch is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement.

4. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by 2.1, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to correct actual or threatened activity and mitigate its effects; and (b) notify Dispatch of any such actual or threatened activity. Security.

4.1 Information Security. Dispatch will employ security measures in accordance with Dispatch's internal data privacy and security policies, which shall meet or exceed standard industry practices. Dispatch’s privacy policy can found be at https://app.dispatchit.com/privacy_policy, and the policy is subject to change without prior notice.

4.2 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services; (d) the security and use of Customer's and its Authorized Users' Access Credentials; and (e) all access to and use of the Services and Dispatch Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users' Access Credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

4.3 Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data.

5. Fees and Payment.

5.1 Fees. Customer shall pay Dispatch the fees set forth in the Master Services Agreement (the “Fee Schedule”) in accordance with this 5.

5.2 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Dispatch's income.

5.3 Payment. Customer shall pay all Fees on or prior to their stated due date. Customer shall make all payments hereunder in U.S. dollars by designating a payment account from which Dispatch may debit all Fees on their due date, or as Dispatch may otherwise reasonably specify in writing from time to time. Customer hereby authorizes Dispatch to debit customer’s payment account at any time without further notice to or consent of Customer for any liabilities or obligations under this Agreement, including those set forth on the Fee Schedule.

5.4 Late Payment. If Customer fails to make any payment when due then, if such failure continues for thirty days, Dispatch may suspend performance of the Services until all past due amounts have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension, and Dispatch reserves all other remedies that may be available: (i) interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (ii) Customer shall reimburse Dispatch for all reasonable costs incurred by Dispatch in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.

5.5 No Deductions or Setoffs. All amounts payable to Dispatch under this Agreement shall be paid by Customer to Dispatch in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

5.6 Fee Increases. Dispatch may increase Fees with respect to each Renewal Period, by providing written notice to Customer at least 60 calendar days prior to the commencement of the Renewal Term, and The Master Services Agreement attached hereto will be deemed amended accordingly.

6. Confidentiality.

6.1 Confidential Information. In connection with this Agreement, each party may disclose or make available Confidential Information to the other party. Subject to 6.2, “Confidential Information” means information in any form or medium that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing.

6.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality.

6.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall, during the term of the Agreement: (a) not obtain access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except as may be permitted by and subject to its compliance with 6.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this 6.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this 6; (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information; (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information.

6.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under 6.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure.

7. Intellectual Property Rights.

7.1 Dispatch Materials. All right, title, and interest in and to the Dispatch Materials, including all Intellectual Property Rights therein, are owned by and will remain owned by Dispatch. Customer has no right, license, or authorization with respect to any of the Dispatch Materials except as expressly set forth in 1.1 or the applicable third-party license.

7.2 Customer Data. As between Customer and Dispatch, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in 7.3.

7.3 Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Dispatch to enforce this Agreement and exercise Dispatch's rights.

8. Representations and Warranties.

8.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation; (b) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; (c) the execution of this Agreement has been duly authorized by all necessary corporate action; (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party.

8.2 Additional Dispatch Representations, Warranties, and Covenants. Dispatch represents, warrants, and covenants to Customer that Dispatch will perform the Services using personnel of required skill, experience, and qualifications and in a professional manner in accordance with industry standards.

8.3 Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Dispatch that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Dispatch and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or violate any Intellectual Property Rights.

8.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8, ALL SERVICES AND DISPATCH MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” DISPATCH DISCLAIMS ALL IMPLIED WARRANTIES.

9. Indemnification.

9.1 Dispatch Indemnification. Dispatch shall indemnify, defend, and hold harmless Customer from and against any and all Losses incurred by Customer resulting from any Action by a third party that Customer's use of the Services infringes or misappropriates such third party's Intellectual Property Rights.

9.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Dispatch from and against any and all Losses incurred by Dispatch resulting from any Action by a third party to the extent that such Losses arise out of or result from Customer Data.

9.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified and the Indemnitor shall assume control of the defense.

9.4 Sole Remedy. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND DISPATCH'S SOLE LIABILITY FOR ANY CLAIMS THAT THE SERVICES OR DISPATCH MATERIALS INFRINGE, MISAPPROPRIATE, OR VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS.

10. Limitations of Liability.

10.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL DISPATCH OR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY: (a) LOSS OF BUSINESS, REVENUE, OR PROFIT; (b) IMPAIRMENT OR INABILITY TO USE THE SERVICES; (c) LOSS, DAMAGE, OR CORRUPTION OF DATA; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

10.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF DISPATCH ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID TO DISPATCH UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination.

11.1 Term. The initial term of this Agreement commences as of the Effective Date and will continue in effect for twelve months from such date. Following the Initial Term, this Agreement will automatically renew for successive twelve-month terms unless terminated.

11.2 Termination. Dispatch may terminate this Agreement if Customer fails to pay any amount after notice or breaches obligations.

11.3 Effect of Termination or Expiration. Upon any expiration or termination, all rights, licenses, and authorizations granted by either party will immediately terminate.

11.4 Surviving Terms. Certain sections of this Agreement will survive termination, including Sections 2, 6, 8.4, 9, 11.3, and 12.

12. Miscellaneous.

12.1 Further Assurances. On a party's reasonable request, the other party shall execute and deliver all such documents necessary to give full effect to this Agreement.

12.2 Relationship of the Parties. The relationship between the parties is that of independent contractors.

12.3 Public Announcements. Neither party shall issue any announcement relating to this Agreement without prior written consent of the other party.

12.4 Notices. Any notice under this Agreement must be in writing and delivered to the specified addresses.

12.5 Interpretation. The words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation.”

12.6 Headings. The headings in this Agreement are for reference only.

12.7 Entire Agreement. This Agreement constitutes the sole agreement with respect to the subject matter and supersedes all prior agreements.

12.8 Assignment. Customer shall not assign its rights or obligations under this Agreement without Dispatch's written consent.

12.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and nothing herein confers any rights on any third party.

12.10 Amendment and Modification; Waiver. No amendment to this Agreement is effective unless in writing and signed by both parties.

12.11 Severability. If any term is invalid or unenforceable, it will not affect the remaining terms of this Agreement.

12.12 Governing Law; Submission to Jurisdiction. This Agreement is governed by the laws of the State of Minnesota.

12.13 Equitable Relief. Customer acknowledges that a breach would cause Dispatch irreparable harm.

12.14 Attorneys' Fees. In the event of legal proceedings, the prevailing party is entitled to recover its reasonable attorneys' fees.

12.15 Counterparts. This Agreement may be executed in counterparts.

13. Definitions.

“Access Credentials” means any username, identification number, password, or security key used to verify an individual's identity.

“Action” means any claim, action, cause of action, or proceeding of any nature.

“Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with another Person.

“Agreement” means the Master Services Agreement to which these General Terms and Conditions are attached.

“API” means the application protocol interface.

“Authorized Users” means Customer's employees, consultants, contractors, and agents authorized to access and use the Services.

“Confidential Information” means all information designated as confidential by a Disclosing Party.

“Customer” means the entity entering into this Agreement.

“Customer Data” means information or data received directly or indirectly from Customer or an Authorized User.

“Dispatch” means the entity providing the Services.

“Dispatch Materials” means the Services and any information or materials provided by Dispatch.

“Resultant Data” means data related to Customer's use of the Services, used by Dispatch in an aggregate manner.

“Services” means the Dispatch Connect software-as-a-service offering.

“Term” refers to the duration of this Agreement.