Terms and Conditions

Terms of Service (RMIS)

This Agreement was last updated on March 22, 2023.

      These Terms of Service ("Agreement") set forth the terms and conditions that govern access to and use of the Services (as defined below), and is between The Internet Truckstop, LLC dba Truckstop, a Delaware limited liability company, having a principal place of business at 1444 S. Entertainment Ave., 1st Fl., Boise, ID 83709 ("Truckstop"), and the natural person, company or other legal entity accepting this Agreement, and affiliates of that company or entity ("Customer"). This Agreement is effective, and Customer agrees to its terms and conditions, as of the date that Customer accepts the Agreement (the "Effective Date") by (1) clicking a box indicating Customer acceptance; (2) executing an ordering document that describes the Services to be performed ("Order Form") that references this Agreement; or (3) using the Services.

      The individual accepting this Agreement represents that they have the authority to bind the company or legal entity identified below, and its affiliates, to these terms and conditions. If you are a natural person, by entering into the Agreement and/or accessing the Services, you confirm that you are at least 18 years old and that your active legal capacity is not restricted. Customer agrees to be bound by this Agreement and the Privacy Policy located here.

1. 1. Customer Access, Use, & Obligations.
   1. 1.1 Background. A "Carrier" is an individual owner-operator or trucking company that transports goods for commercial purposes that has or may contract with certain Truckstop customers for the provision of transportation services. To provide the Services, Truckstop obtains certain information regarding Carriers ("Carrier Information") from third parties such as the United States Department of Transportation ("DOT"), the Federal Motor Carrier Safety Administration ("FMCSA"), dissemination groups for the DOT and FMCSA, insurance agents and producers, and Carriers (collectively, "Information Providers"). Customer understands that the Information Providers are not affiliated with or under the control of Truckstop and are not obligated to provide Truckstop with accurate, timely, or updated Carrier Information. Truckstop does not make any express or implied warranties (including without limitation any implied warranty of fitness for a particular purpose) as to and is not responsible for the accuracy or timeliness of Carrier Information.
   2. 1.2 License Grant. Subject to Customer’s compliance with this Agreement, Truckstop will provide to Customer a non-assignable, non-transferable, non-exclusive, revocable right for Customer and Customer's employees, consultants, contractors, and agents who are listed in the Order Form or approved by Truckstop in email ("Authorized Users") to access and use the Services under the rights granted to Customer in this Agreement. Authorized Users may access and use the Services during the Term for the sole purpose of aiding and optimizing Customer’s Carrier onboarding and/or Carrier monitoring practices (the "Permitted Use").
   3. 1.3 Use Restrictions. Customer will not, and will not permit its employees, agents, representatives or Authorized Users, to use the Services for any purpose beyond the Permitted Use. Without limiting the foregoing, Customer will not and will not permit its employees, agents, representatives, or Authorized Users, at any time during the Term or thereafter, directly or indirectly: (a) use or access the Services in any way which Truckstop, in its sole discretion, determines to be competitive with Truckstop or the Truckstop group companies; (b) violate any law or regulation, including without limitation, any applicable export control laws, privacy laws; (c) copy, modify, or create derivative works of the Services, in whole or in part; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available except as expressly authorized by Section 1.2; (e) reverse engineer, disassemble, decompile, decode, adapt, “crawl”, “scrape”, “spider”, or otherwise attempt to derive, copy or gain access to data made available as part of the Services or the source of the Services or methods used to compile the Services, in whole or in part; (f) remove any proprietary notices included within the Truckstop Data (as defined below) or export the Truckstop Data; (g) publish, enhance, or display any compilation or directory based upon information derived from the Services; or (h) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person. Customer’s Permitted Use does not extend, directly or indirectly, to any third party, including a third-party engaged by the Customer to provide services related to the Permitted Use.
   4. 1.4 Customer Responsibilities. Customer represents and warrants to Truckstop that Customer will use any information, data, or content received by way of the Service in compliance with all applicable laws and regulations. Customer is responsible for its’ access to and use of the Services. Any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer will ensure all Authorized Users are aware of this Agreement and are bound by its terms.
   5. 1.5 Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Truckstop may monitor Customer's use of the Services and collect and compile data ("Aggregated Data"). As between Truckstop and Customer, all right, title, and interest in Aggregated Data, including all intellectual property rights, belong to and are retained solely by Truckstop. Customer acknowledges that Truckstop may compile Aggregated Data based on Customer’s data input into the Services. Customer agrees that Truckstop may make Aggregated Data publicly available and use Aggregated Data to the extent and manner permitted under applicable law, including internal use and/or monetary gain.
2. 2. Term and Termination.
   1. 2.1 Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier in accordance with this Agreement, will continue in effect for one (1) year (the "Initial Term"). This Agreement will automatically renew for additional successive one (1) year terms unless terminated earlier in accordance with this Agreement or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term" ).
   2. 2.2 Termination by Customer. Customer may terminate this Agreement for cause in the event Truckstop materially breaches this Agreement if Customer provides Truckstop with written notice describing the nature of the alleged breach and Truckstop fails to cure such breach within sixty (60) days from receipt of Customer’s notice.
   3. 2.3 Termination by Truckstop. Truckstop may terminate this Agreement (a) immediately without notice if Customer is in violation of Sections 1, 3, 4, 6, or 11; (b) upon written notice if Customer is otherwise in breach of this Agreement, the breach is capable of cure and said breach is not cured within ten (10) days following Truckstop’s written notice describing the breach; (c) for convenience and without penalty upon thirty (30) days written notice of Truckstop’s intent to terminate; or (d) immediately upon notice if Customer has not used the Services for a consecutive 90-day period.
   4. 2.4 Termination by Insolvency. In addition to any other remedies a party may have, either party may terminate this Agreement upon written notice if the other party files for bankruptcy or is the subject of an involuntary filing in bankruptcy (in the latter case, which filing is not discharged within 60 days) or makes an assignment for the benefit of creditors or a trustee is appointed over all or a substantial portion of its assets.
   5. 2.5 Service Suspension. Truckstop may suspend Customer's access to the Services ("Service Suspension") if, in Truckstop’s sole discretion, Truckstop determines: (a) there is a threat or attack on Truckstop Data or Truckstop Proprietary Information (defined below) which may be mitigated by suspension; (b) Customer's use of the Service disrupts or poses a security risk to Truckstop or any other customer or vendor of Truckstop; (c) Customer is using the Services in violation of this Agreement; (d) Customer has ceased to continue its business in the ordinary course; or (e) Truckstop's provision of the Services to Customer is prohibited by applicable law. Truckstop will notify customer of any Service Suspension. Customer acknowledges that, in the event of a Service Suspension, Truckstop is not liable for any damages, liabilities, losses (including any loss of data or profits), or any other consequences that Customer (including any user) may incur because of a Service Suspension.
   6. 2.6 Effect of Termination. Upon expiration or termination of this Agreement, Customer will immediately discontinue use of the Services and Truckstop may delete all Customer Data (as defined below) in its possession.
3. 3. Use of Marks. To the extent Customer’s content contains or constitutes a trademark, service mark, or other similar intellectual property (each a "Mark") or includes copyrightable or copyrighted material, Customer hereby grants to Truckstop a revocable non-exclusive, non-transferable, royalty-free license during the Term to use and display such Mark(s) to use, copy, publicly perform, reformat, convert, display, and transmit any such Mark for the sole purpose of carrying out the intentions of this Agreement.
4. 4. Intellectual Property Ownership.
   1. 4.1 Reservation of Rights. Truckstop reserves all rights not expressly granted in this Agreement. Nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Services, including Truckstop Proprietary Information not expressly provided herein. Truckstop retains the right to re-use any and all techniques and know-how gathered by Truckstop while providing the Services and the sole right and control over the programming, content, organization, design, features, and conduct arising from or related to the Services and this Agreement.
   2. 4.2 Truckstop Data and Intellectual Property. "Truckstop Data" means all information, data, and other content, including Carrier Information, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Truckstop, Carriers, Customers via the Services and/or Information Providers. "Truckstop Proprietary Information" means the Services, any and all Confidential Information, and any and all proprietary information, including but not limited to Truckstop’s copyrights, trademarks, services marks, patents, logos, websites, analytics, analyses, and data (in any form) including but not limited to carrier data (including Carrier Information), Truckstop Data, Aggregated Data, and Leads Data, obtained and collected by Truckstop or Information Providers, or Carrier Information otherwise retained within Truckstop’s systems and other intellectual property and its associated good will. Customer acknowledges that, as between Customer and Truckstop, Truckstop owns all right, title, and interest, including all intellectual property rights, in and to the Services, Truckstop Data, and Truckstop Proprietary Information which shall remain the sole and exclusive property of Truckstop.
   3. 4.3 Use of Aggregated Data. Customer grants Truckstop and its group companies, an irrevocable worldwide, perpetual, transferrable, royalty-free right to use, reproduce, host, publicly display, publish, publicly perform, adapt, modify, distribute, promote and otherwise exploit in any manner all Aggregated Data in any form or distribution channel now known or subsequently devised for any purpose without further notice to Customer, and without the requirement of payment to Customer or any other person or entity. This grant will survive the Termination of this Agreement.
   4. 4.4 Feedback. Customer may communicate suggestions, product enhancement requests, recommendations, corrections, and/or general comments relating to the operation of the Services (the "Feedback"). Customer hereby irrevocably assigns, transfers, and otherwise conveys to Truckstop and its affiliates all right, title, and interest in and to the Feedback. Truckstop has the absolute right to use, distribute, disclose, profit, and/or incorporate the Feedback as Truckstop sees fit and in Truckstop’s sole discretion without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.
   5. 4.5 Customer Data. Except as expressly provided herein, Customer will retain all right, title, and interest in and to all data and other content, in any form or medium, that is submitted, posted, or otherwise transmitted Customer through the Services (the "Customer Data"). For the avoidance of doubt, Customer Data does not include any Truckstop Data or Truckstop Proprietary Information, including Carrier Information.
5. 5. Services.
   1. 5.1 "Services" means Truckstop’s proprietary collaborative Carrier onboarding and/or monitoring platform(s) and Updates (defined below) which Customer may subscribe to and any application or Truckstop-provided software (whether by download or internet-based access) that allows Customers to use the Services.
   2. 5.2 Truckstop will provide the Services to Customer as described in the Order Form, Statement of Work (“SOW”), and in accordance with this Agreement.
   3. 5.3 The parties acknowledge that the dates specified in the Order Form are estimates only.
   4. 5.4 All requests for onboarding, implementation, training, configuration, consulting, modifications, enhancements, or other professional services ordered by Customer must be made in writing agreed upon by both parties as evidenced by an executed Statement of Work ("SOW"). The SOW will outline the terms, pricing, and timeline of the agreement. Although Truckstop may respond to or implement requests outside of a SOW from time to time, Customer acknowledges that Truckstop has no responsibility or liability to do so. Customer acknowledges that Truckstop may charge fees in addition to the subscription Fees for requests that exceed the scope of the Services.
   5. 5.5 Truckstop may deploy modifications, updates, or changes (“Updates”) to the Services during the Term at its sole discretion and without notice. All Updates are subject to the terms contained herein unless otherwise stated by Truckstop.
   6. 5.6 The Services may be temporarily unavailable from time to time due to scheduled downtime or for reasons beyond Truckstop’s control. Truckstop will not be liable for unavailability of the Services caused by circumstances beyond Truckstop’s reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Truckstop’s reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks. Truckstop will endeavor to notify Customer in advance, when practicable.
   7. 5.7 Truckstop may provide Customer with personally identifiable information while performing the Services. Company agrees to comply with Truckstop’s privacy policies, which may be updated from time to time and can be found here, and all applicable laws and regulations.
   8. 5.8 Customer acknowledges that Truckstop retains all right, title, and interest in and to any website created by Truckstop for the purpose performing the Services and carrying out its’ obligations under the Agreement during the Term and thereafter.
6. 6. Fees & Payment
   1. 6.1 Fees As consideration for the Services, Customer will pay all fees specified in an Order Form and/or SOW, as applicable ("Fees"). Except as otherwise specified in this Agreement, all Fees are payable in advance, non-cancelable and non-refundable and subject to the terms of this "Fees & Payment" Section.
   2. 6.2 Invoicing & Payment. Customer understands that the initial Fee is due and payable upon the Effective Date. If Customer’s use of the Services exceeds the Services capacity set forth on the Order Form(s) or this Agreement, or otherwise requires the payment of additional fees, Truckstop will invoice Customer in arrears for such additional usage and Customer agrees to pay the additional fees. Customer will provide Truckstop with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Truckstop. If Customer provides credit card information to Truckstop, Customer authorizes Truckstop to charge such credit card for all Services listed in the Order Form for the Initial Term, any additional fees incurred in accordance with this Agreement, and any Renewal Term. Such charges will be charged monthly or in accordance with any different billing frequency stated in the Order Form. If the Order Form specifies that payment will be by a method other than a credit card, then Truckstop will invoice Customer in accordance with the relevant Order Form and, unless otherwise stated in the Order Form, all Fees are due net thirty (30) days from the invoice date.
   3. 6.3 Interest, Suspension of Service & Acceleration. If any Fees are thirty (30) or more days overdue, Truckstop may, without limiting Truckstop’s other rights and remedies: (a) charge the Customer interest at the rate of the lesser of 1.5% per month, or the maximum rate permitted by law; (b), accelerate Customer’s unpaid Fees so that all such obligations become immediately due and payable; (c) suspend Customer’s access to and use of the Services until such amounts are paid in full; and/or (d) terminate this Agreement with immediate effect.
   4. 6.4 Applicable Taxes. Unless otherwise stated, the Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction. Customer is responsible for the payment of all taxes.
7. 7. Third-Party Applications. Customer acknowledges and agrees that Customer’s use of any products, services, or information that interoperate with the Services and are provided by third parties will be subject to the terms and conditions and privacy policies said third party and Truckstop will not be liable for Customers enablement, access or use thereof.
8. 8. Limitation of Liability. IN NO EVENT WILL TRUCKSTOP BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA , INCLUDING TRUCKSTOP DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE AGGREGATE, CUMULATIVE LIABILITY OF TRUCKSTOP (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS) ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHERWISE WILL EXCEED $1,000.00.
9. 9. Indemnification.
   1. 9.1 By Truckstop. Truckstop will defend or settle any third-party action brought against Customer by paying all costs, damages and reasonable attorneys’ fees that are finally awarded against Customer or are included in a settlement where the third party asserts that the Services infringe a United States trademark or copyright or that Truckstop misappropriated trade secrets in the development of the Services (each an "IP Claim"). Customer must notify Truckstop promptly in writing of the action, provide Truckstop all reasonable information and assistance to settle or defend the action at Truckstop’s request and expense and grant Truckstop sole authority and control of the defense or settlement of the action. Truckstop will not be responsible for any compromise made or expense incurred without its prior written consent. Truckstop will have no indemnification obligations with respect to Services (a) not supplied by Truckstop; (b) made in whole or in part in accordance with Customer specifications, (c) that are modified after delivery by Truckstop or combined with other products, processes or materials where the alleged infringement relates to such combination; (d) where Customer continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (e) where Customer’s use of the Services is not strictly in accordance with this Agreement. If a court of competent jurisdiction finds the Services to be or are believed by Truckstop to be infringing, Truckstop may, at its option and expense: (i) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (ii) obtain for Customer a license to continue using the Services; or (ii) if neither of the foregoing is commercially practicable, terminate this Agreement and provide Customer a refund of any prepaid, unused fees for the Services.
   2. 9.2 By Customer. Customer will indemnify, hold harmless, and, at Truckstop's option, defend Truckstop and its officers, members, directors, employees, agents, representatives, attorneys, successors, predecessors, from and against any all actual or threatened claims, losses, damages, liabilities, costs, demands and expenses, including reasonable attorneys’ fees, incurred by reason of or arising out of or in connection with (a) Customer’s breach of this Agreement; (b) any act or omission of Customer, including its agents, employees, or any Carrier engaged by Customer which results in a third-party claim against Truckstop; (c) any infringement of the intellectual property rights of any third-party, excluding those rights covered by Section 10.1 above; or (d) Truckstop’s performance of the Services in accordance with this Agreement and as Customer otherwise directs which results in a third-party claim against Truckstop. Customer may not settle any third-party claim against Truckstop unless Truckstop consents to such settlement, and further provided that Truckstop will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
   3. 9.3 Sole Remedy. THIS SECTION COMBINED WITH SECTION 9 TITLED “LIMITATION OF LIABILITY” SETS FORTH CUSTOMER'S SOLE REMEDIES AND TRUCKSTOP’S SOLE LIABILITY AND OBLIGATION FOR ANY POSSIBLE INDEMNIFICATION CLAIM.
10. 10. Disclaimer of Warranties. THE SERVICES AND ALL DATA PROVIDED IN CONNECTION WITH THE SERVICES IS PROVIDED "AS IS" AND TRUCKSTOP HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TRUCKSTOP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TRUCKSTOP MAKES NO WARRANTY OF ANY KIND THAT THE TRUCKSTOP DATA, OR ANY PRODUCTS OR RESULTS OF ITS USE, WILL MEET COMPANY'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
11. 11. Confidentiality. Each party will keep confidential and will not use (except as reasonably necessary to perform its obligations under and carry out the intent of this Agreement) or disclose to any third party (except third parties with a need-to-know for the limited purpose of carrying out the terms of this Agreement), and shall take all reasonable precautions to secure any Confidential Information of the other party, but in no event less than the methods used to protect the party’s own Confidential Information. The term "Confidential Information" means all non-public information that a party designates as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential. "Confidential Information" will not include information that (a) is or becomes readily publicly available through no fault of the receiving party or its employees or agents; (b) is received from a third party lawfully in possession of and lawfully empowered to disclose such information; (c) is rightfully in the possession of the receiving party prior to its disclosure by the other party; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. For the avoidance of doubt, all Carrier Information and/or information, data, or content provided by Truckstop, or Information Providers is Confidential Information in its aggregate form and as displayed and provided to Customer through the Services despite the occasion when some data may be public. The receiving party may make disclosures required by law or court order provided it uses reasonable efforts to limit disclosure and to obtain confidential treatment and to the extent reasonably practicable gives advance notice of such requirement to the other party. Further, Customer acknowledges and agrees that the unauthorized use, transfer, distribution, publication, dissemination or disclosure of the Truckstop Proprietary Information, including without limitation Truckstop's Confidential Information, in certain circumstances may cause irrevocable damage to Truckstop and the amount of the harm may be difficult to ascertain during the Term of this Agreement and thereafter. Therefore, if Customer or its Authorized Users violate or threaten to violate any of the restrictions stated herein regarding the use, transfer, distribution, publication, dissemination or disclosure of Truckstop Confidential Information or Services during the Term of this Agreement and thereafter, Customer will be deemed to have materially breached this Agreement. Customer further agrees that upon the discovery of such breach or threatened breach, Truckstop will have the right to immediately terminate this Agreement and to seek an injunction, including preliminary injunctive relief, without posting a bond, from a court of competent jurisdiction to enjoin further disclosure or misappropriation of the Truckstop Confidential Information or the unauthorized use of the Services, since money damages will not provide an adequate remedy. Such rights and remedies shall be in addition to, and not in lieu of any other remedies available to Truckstop at law or equity for any such breach or threatened breach.
12. 12. Modification to this Agreement and the Services. Truckstop may, at its sole discretion, change the terms of this Agreement, including the Privacy Policy, from time to time. If changes occur, Truckstop will notify you by email to the email address affiliated with your account. Customer’s continued use of the Services following the posting of any changes to the terms of the Agreement constitutes Customer’s acceptance of the new terms.
13. 13. Miscellaneous.
    1. 13.1 Notices. Every notice or other communication given by either party to the other regarding this Agreement will be in writing served personally or by a reputable over-night courier service or by electronic mail or by United States certified or registered mail, return receipt requested, postage prepaid, addressed to Customer or to Truckstop at their respective addresses set forth in the Order Form. Either party may change its address from time to time by providing notice to the other party. All notices will be addressed to the “Legal Department”.
    2. 13.2 Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Truckstop. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder.
    3. 13.3 Entire Agreement; Order of Precedence. This Agreement is the entire agreement between Truckstop and Customer regarding Customer’s use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The Parties agree that any term or condition stated in a Customer purchase order, quote form, or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form; (2) applicable SoW; and (3) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
    4. 13.4 Waiver. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. 13.5 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in the governing jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render the term or provision unenforceable in any other jurisdiction. Upon a determination by the determining body that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to affect their original intent of the parties as closely as possible so that the transactions and agreements described herein are consummated as originally contemplated to the fullest extent possible.
    6. 13.6 Force Majeure. Truckstop will not be in breach or default and will not be liable hereunder if Truckstop’s performance hereunder is delayed or prevented by strike, riots, acts of God, war, terrorism, governmental delays, pandemic, unavailability or shortages of utilities, internet or other essential electronic/digital services, natural catastrophes, or other causes beyond Truckstop’s reasonable control. Truckstop will provide notice of any such event to Customer as soon as reasonably practicable following the occurrence of such event.
    7. 13.7 Legal Requests. Customer acknowledges that Truckstop may access, disclose, or allow third-parties access to Customer’s Data or any other data, information, or content provided to Truckstop to comply with the law or to respond with lawful requests or legal processes.
    8. 13.8 Governing Law; Submission to Jurisdiction. This Agreement will be construed, and the rights of the parties shall be determined in accordance with the internal laws of the State of Idaho without regard to principles of conflicts of laws. If any provision of this Agreement is held to be unenforceable, the validity of the remaining portions or provisions hereof shall not be affected. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
    9. 13.9 Relationship; No Third-Party Beneficiaries. Nothing in this Agreement shall be construed to create an employer-employee relationship, a partnership, or a joint venture between the parties. This Agreement is intended for the benefit of the parties, and our respective permitted successors and assigns, and is not for the benefit of, nor may any provision of this Agreement be enforced by, any other person. Nothing in this Agreement is intended to or will be deemed to confer any benefits, rights or remedies upon any person or legal entity not a party to this Agreement except as otherwise expressly provided in this Agreement.
    10. 13.10 Survival. All clauses which, by their nature are intended to survive, including without limitation Sections, 3, 4, 6, 8, 9, 10, 11, 12, and 13 will survive any termination of this Agreement.