End User Terms of Use Agreement

THIS END USER TERMS OF USE AGREEMENT GOVERNS EACH INDIVIDUAL END USER’S ACCESS TO AND USE OF G2MINT’S PROPRIETARY SUBSCRIPTION CLOUD-BASED SOFTWARE SOLUTIONS RELATING TO TRANSPORTATION AND MANAGEMENT OF FREIGHT.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) REGISTERING TO USE G2MINT’S SOFTWARE SOLUTIONS, (3) LOGGING IN, OR (4) OTHERWISE ACCESSING AND USING G2MINT’S SOFTWARE SOLUTIONS, YOU ACKNOWLEDGE THAT: (A) YOU ARE AN EMPLOYEE, CONSULTANT, CONTRACTOR, AGENT OR THIRD-PARTY BUSINESS PARTNER (INCLUDING, AS APPLICABLE, SHIPPER, CARRIER OR BROKER) OR OTHER AUTHORIZED USER OF CUSTOMER WHO HAS BEEN AUTHORIZED TO USE THE SUBSCRIPTION SERVICE BY OR ON BEHALF OF CUSTOMER; (B) YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT; AND (C) YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ANY SUBSEQUENT AMENDMENTS TO THIS AGREEMENT MADE BY G2MINT.

IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE G2MINT’S SOFTWARE SOLUTION AND RELATED SERVICES.

This End User Terms of Use Agreement (the “Agreement”), effective as of the date on which this Agreement is accepted by End User as described above or otherwise first becomes fully executed (the “Effective Date”), is made by and between G2Mint, Inc., a Delaware corporation with a principal place of business at 1 Cabot Road, Suite 290, Hudson, MA 01749, (“G2Mint”, “we”, “us”, “our”), and each individual end user (“End User”, “you”, “your”) acting as or under the account of the relevant business customer (“Customer”) that (1) has entered into a Master Services Agreement or similar contract (“MSA”) with G2Mint governing the procurement by Customer and provision by G2Mint of G2Mint’s software solutions and related services or (2) is using G2Mint’s Free Services (as defined below).

1.  DEFINITIONS

1. 1. Affiliate: means any corporation, partnership or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a party. For purposes of this definition “control” means the direct possession of a majority of the outstanding voting securities of an entity.
   2. Authorized User: means Customer’s employees, consultants, contractors, agents or third-party business partners (including, as applicable, shippers, carriers or brokers) or any other person or entity, in each case who are authorized to use the Subscription Service and have been supplied user identifications and passwords as provided by either Customer or G2Mint at Customer’s request. End User is an Authorized User.
   3. Customer Data: means all Data made available by the Customer or its Authorized Users to G2Mint or otherwise provided by Customer or its Authorized Users in connection with the provision of the Services.
   4. Data: means data, text, images, documents, materials and all other forms of data or communication. 
   5. Documentation: means the documentation for the Services generally supplied by G2Mint to assist its customers in the use of the Services, including, if applicable, user and system administrator guides and manuals and other written materials.
   6. Free Services: means Services that G2Mint makes available to Customer free of charge, including in connection with a free trial intended to allow Customer to evaluate the benefits of a subscription.
   7. G2Mint Data: means all Data made available by G2Mint to Customer or End User in connection with Customer’s or End User’s use of the Services.
   8. Intellectual Property Rights: means any and all patents, trademarks, trade secrets, copyrights and other rights protected under intellectual property laws.
   9. Representatives: means a party and its Affiliates’ employees, contractors, consultants, agents, and legal and financial advisors.
   10. Services: means the Subscription Service and related configuration, implementation and services provided by G2Mint to Customer pursuant to the MSA.
   11. Subscription Service: means G2Mint’s proprietary subscription cloud-based software solution relating to transportation and management of freight set forth and described on the applicable sales order between Customer and G2Mint. 

2. ACCESS AND USE RIGHTS AND RESTRICTIONS

1. 1. Limited Right to Access and Use the Subscription Service: Subject to End User’s compliance with this Agreement and Customer’s compliance with the MSA and other obligations relevant to the Subscription Service, G2Mint hereby grants to End User a personal, non-exclusive, non-transferable, revocable, limited right to access and use the Subscription Service in accordance with the access and use restrictions set forth in this Agreement and the Documentation, solely on behalf of Customer, solely for Customer’s internal business purposes, and solely during the period in which Customer maintains an active subscription under the MSA and End User remains an Authorized User. This right is restricted to use by End User on behalf of Customer and does not include the right to use the Subscription Service on behalf of any third party. End User is responsible for procuring and maintaining the network connections that connect End User to the Subscription Service.
   2. Account Responsibility. End User is required to obtain a separate user account with a unique logon. Sharing of accounts is strictly prohibited. As between G2Mint and End User, End User is responsible for all activities conducted using their user account.
   3. Restrictions. Unauthorized use, resale or commercial exploitation of the Subscription Service in any way is expressly prohibited. Without G2Mint’s express prior written consent in each instance, End User shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Subscription Service or access the Subscription Service in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Subscription Service or attempt to bypass or breach any security device or protection used for or contained in the Subscription Service. Except as expressly permitted in this Agreement, End User shall not copy, license, sell, transfer, make available, lease, time-share, distribute, or assign this license, the Subscription Service to any third party. End User shall not use the Subscription Service to: (a) send, upload or otherwise transmit any Customer Data that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) upload or otherwise transmit, display or distribute any Customer Data that infringes any trademark, trade secret, copyright or other proprietary rights or Intellectual Property Rights of any person; (c) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Subscription Service or networks connected to the Subscription Service; or (e) violate any applicable law or regulation. In addition to G2Mint’s other remedies hereunder, G2Mint reserves the right to terminate End User’s right to access the Subscription Service if End User has violated any of the restrictions contained in this Agreement. 

3. OWNERSHIP; USE OF DATA

1. 1. Submitted Data: As between End User and G2Mint, End User is solely responsible for all data End User submits or generates through the Subscription Service, and G2Mint does not guarantee the accuracy, integrity or quality of such data. All data End User submits or generates through the Subscription Service constitutes “Customer Data” under the MSA between Customer and G2Mint and remains subject to the terms in the MSA between Customer and G2Mint. End User hereby grants to G2Mint a royalty-free, perpetual right to use, display, transmit, and distribute data submitted or generated by End User through the Subscription Service as necessary to provide the Subscription Service to Customer and otherwise exercise G2Mint’s rights and perform G2Mint’s obligations under the MSA, and further (i) to use such data to improve, enhance, and support the nature, quality and features of G2Mint and its Affiliates’ products, software and services subject to our confidentiality obligations hereunder, and (ii) to aggregate and anonymize such data and other data provided by the Customer or on its behalf in connection with this Agreement and to use such aggregated and anonymized data, as well as data regarding the Customer’s use of G2Mint’s software and services and summary or derivative information based thereon, for G2Mint and its Affiliates’ analytical and other business purposes during and following the term of the Agreement, provided that neither the Customer nor its Authorized Users will be identified as the source of such information.
   2. Subscription Service: End User acknowledges and agrees that as between G2Mint and End User, all right, title and interest in and to the Subscription Service (excluding any Customer Data) and including all modifications and configurations, all G2Mint Data and all of G2Mint’s proprietary technology, including, without limitation, all software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to End User and Customer by G2Mint in providing the Subscription Service and all derivatives thereof are and shall remain G2Mint’s or its licensors’. The G2Mint name, all G2Mint logos, and the product names associated with the Subscription Service are trademarks of G2Mint or third parties, and no right or license is granted to use them. End User shall not remove any G2Mint trademark or logo from the Subscription Service.

4. FREE SERVICES

1. 1. Free Services: G2Mint may make Free Services available to Customer and/or Customer’s End Users. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this Section 4 and any other portion of this Agreement, this Section 4 shall control. Free Services are provided to Customer and/or Customer’s End Users without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that G2Mint, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer and its End Users agree that any termination of Customer’s access to the Free Services may be without prior notice, and Customer and its End Users agree that G2Mint will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if G2Mint terminates Customer’s account, except as required by law G2Mint will provide Customer a reasonable opportunity to retrieve its Customer Data.
   2. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT BETWEEN G2MINT AND CUSTOMER, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTIES AND G2MINT SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE G2MINT’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, G2MINT AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER OR ITS END USERS THAT: (A) CUSTOMER’S AND/OR ITS END USERS’ USE OF THE FREE SERVICES WILL MEET CUSTOMER’S AND/OR ITS END USERS’ REQUIREMENTS, (B) CUSTOMER’S AND/OR ITS END USERS’ USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO G2MINT AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S AND/OR ITS END USERS’ USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER AND/OR ITS END USERS’ OF THIS AGREEMENT AND ANY OF CUSTOMER’S AND/OR ITS END USERS’ INDEMNIFICATION OBLIGATIONS HEREUNDER.

5. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

1. 1. DISCLAIMER OF WARRANTIES: AS BETWEEN G2MINT AND END USER, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” G2MINT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, TO END USER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, OR SECURITY. END USER ASSUMES ALL RISK OF USE.
   2. LIMITATION OF LIABILITY: AS BETWEEN G2MINT AND END USER, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL G2MINT OR ITS AFFILIATES BE LIABLE TO END USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. G2MINT’S TOTAL CUMULATIVE LIABILITY TO END USER FOR ANY DIRECT DAMAGES WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

6. TERM. This Agreement is effective starting on the Effective Date and continues until the earliest of (a) G2Mint’s termination of your access as described in Section 2.3 above, (b) Customer’s termination of your authorization, or (c) expiration or termination of the MSA or Customer’s subscription thereunder. Upon termination, you must immediately cease all access to or use of the Subscription Service.
7. INDEMNIFICATION

1. 1. End User Indemnification: Subject to Section 7.2 below, End User shall indemnify, defend, and hold G2Mint and its Affiliates and any of their Representatives harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from a claim, suit, action, or proceeding brought by any third party against G2Mint or its Affiliates or any of their Representatives that arises out of or results from a claim (i) alleging that the Customer Data, or any use thereof, submitted or generated by End User through the Subscription Service infringes the Intellectual Property Rights or proprietary rights of others, or has caused harm to a third party, (ii) arising out of End User’s violation of any applicable law or regulations or the terms of this Agreement, or (iii) arising out of End User’s use of Free Services.
   2. Indemnification Procedure: The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the indemnifying party shall not settle any claim without the indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed). The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party’s cost).

8. GENERAL 

1. 1. Assignment: End User may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of G2Mint, and any attempted assignment or delegation without such consent will be void.
   2. Governing Law: This Agreement will be interpreted and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and each party hereby consents to the personal jurisdiction thereof to the exclusion of all other forums.
   3. Headings: The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement. 
   4. Relationship of the Parties: G2Mint, on the one hand, and each of the End User and Customer, on the other hand, are independent contractors, and nothing in this Agreement shall be construed as making them partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other party’s name or on its behalf.
   5. No Third Party Beneficiaries: Nothing contained in this Agreement is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a party to any such person.
   6. Waiver and Severability: Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.