ELD 247 INC. — Terms of service.

This Terms of Service Agreement ("Agreement") is made and entered into by and between [Customer/Business Name] ("Customer") and ELD 247 INC. ("Company"), effective as of the date of the earlier of Customer's signature or first payment ("Effective Date").

1. Equipment and Services.
Pursuant to the terms of this Agreement, Customer rents certain Equipment and/or subscribes to certain data Services, as detailed in an attached Exhibit or Invoice. Company agrees to provide such Equipment and/or Services in accordance with this Agreement. The terms of this Agreement shall govern all future orders of equipment or services placed by Customer with Company.

Fees/Billing/Payments.
Services shall be paid either monthly or annually ("Servicing Payment"), as elected by Customer on the applicable Exhibit or Invoice. Invoices will be delivered electronically in a consolidated format. Company accepts payment by corporate check, credit card, wire transfer, or ACH. Customer is solely responsible for all taxes or duties related to the Equipment or Services and shall indemnify and hold Company harmless from such charges. Each service term shall automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term. All Company-provided Equipment must be returned upon termination or non-renewal. If not returned, Customer shall be charged the Equipment's fair market value.

2. Term.
This Agreement begins on the Effective Date. Service orders are for the initial term set forth in the applicable Exhibit or Invoice and shall automatically renew for successive periods as described therein. Either party may terminate this Agreement by providing written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. Customer may terminate early only by paying a Cancellation Fee, calculated by multiplying the months remaining in the term by the monthly (or prorated annual) Servicing Payment per device. Company will, at Customer's request, switch active communication accounts between devices during the term.

3. Default.
If Customer fails to pay any Servicing Payment within ten (10) days of its due date, Customer shall be in default. Upon default, Company may, without notice, suspend Services (including data archiving) and charge a Cancellation Fee. Payments delinquent over thirty (30) days are subject to a late fee of 2% per month. Company may also suspend Services and charge a Cancellation Fee if Customer: (i) breaches any other covenant herein and fails to cure such breach within ten (10) days of notice; or (ii) becomes subject to specified insolvency or receivership proceedings. In the event of a Customer bankruptcy filing, Customer agrees Company's Services are vital to its business and will seek critical vendor status for Company to ensure continued payment. An administrative fee of $25.00 per account may be charged to reactivate Services following suspension. Customer expressly waives and releases Company from any losses or liabilities relating to any Service suspension.

4. Limited Warranty / Limitation of Liability.
Equipment is warranted for one (1) year from delivery against defects in workmanship and materials, excluding damage from improper installation, alteration, abuse, misuse, or accidents by Customer or its agents. THIS IS THE SOLE WARRANTY. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. Company is not liable for Service interruptions, data loss, or satellite/GPS system failures outside its control but will use commercially reasonable efforts to remedy interruptions. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE AGGREGATE ANNUAL PAYMENTS MADE BY CUSTOMER FOR THE SPECIFIC SERVICE(S) GIVING RISE TO THE CLAIM IN THE PRIOR TWELVE (12) MONTHS, OR (B) THE COST OF THE SPECIFIC EQUIPMENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. Consents.
Customer represents and warrants it will obtain all necessary legal consents from users of the Equipment and/or Services. Customer hereby authorizes Company, its licensors, and subcontractors to track and monitor all devices.

6. Messaging Terms & Conditions
You agree to receive informational messages (appointment reminders, account notifications, etc.) from ELD 247. Message frequency varies. Message and data rates may apply. For help, reply HELP or email us at info@eld247.biz. You can opt out at any time by replying STOP.

7. Confidentiality.
Company will not sell or disclose Customer's information except as required by judicial or governmental order, in which case Company shall promptly notify Customer and cooperate (at Customer's expense) if Customer contests such order. Company will use commercially reasonable efforts to secure Customer's information. Notwithstanding the foregoing, both parties may disclose information as required by the Department of Transportation or other regulatory agencies under applicable law.

8. Indemnification.
Customer shall indemnify, defend, and hold harmless Company, its officers, agents, employees, and contractors from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to Customer's (or its agents', employees', or contractors') use of the Services or Equipment.

9. Notices.
All notices must be in writing and sent to the addresses specified in the Exhibit or Invoice. Notices are deemed delivered: (i) three business days after mailing via U.S. certified or registered mail, return receipt requested; (ii) one business day after deposit with a nationally recognized overnight delivery service; or (iii) on the business day sent, if sent by email prior to 5:00 PM Central Time with confirmed receipt.

10. Force Majeure.
Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, civil commotion, labor disputes, transportation interruptions, or government actions.

11. Miscellaneous.
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Any legal action or proceeding arising from or relating to this Agreement shall be brought exclusively in the state or federal courts located in Cook County, Illinois, and the parties hereby consent to the personal jurisdiction of such courts. Customer agrees that a breach of this Agreement will cause Company irreparable harm for which monetary damages are inadequate, and Company shall be entitled to seek injunctive relief without posting a bond. Customer may not assign this Agreement without Company's prior written consent. This Agreement binds and benefits the parties and their respective successors and permitted assigns. This document constitutes the entire agreement between the parties and supersedes all prior communications and understandings. No amendment or waiver is effective unless in writing and signed by the party against whom it is enforced. If any provision is held invalid, the remainder of the Agreement remains in effect. Headings are for convenience only. All Improvements (as defined herein) made to the Equipment by Customer shall become the property of Company. An email from Customer accepting the proposal terms shall constitute a signed Agreement.