TECH CHAIN TERMS OF SERVICE

1. ACCEPTANCE OF TERMS

Tech Chain Software Corporation (“TRX”) provides technology-enabled services, including the Software as a Service offering branded as TRX, the website at http://www.trxapp.io/, any Mobile Apps (as defined below), and other related software, content, and services, including all versions and upgrades thereto (collectively, the “Services). Your use of the Services is subject to and governed by the terms and conditions in this Terms of Service (“TOS”). TRX may, at its discretion, update this TOS at any time. You can access and review the most current version of this TOS at the URL for this page or by clicking on the “Terms of Service” link within the Services, or as otherwise made available by TRX.

PLEASE REVIEW THIS TOS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS TOS, YOU MAY NOT ACCESS OR USE THE SERVICES.

THIS TOS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS TOS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 13 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by this TOS; and (c) are not a person barred from using the Services under the laws of any applicable jurisdiction. THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 18, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER.

 

In addition to this TOS, the TRX Privacy Policy at [URL] (“Privacy Policy”) applies to how TRX may process personal information provided as part of the Services. You acknowledge and agree that by accessing or using the Services, TRX may receive certain information about you, including personal data, as set forth in the Privacy Policy, and TRX may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy.

 

2. GRANT OF RIGHTS

(a) The Services. The Services enables Drivers and Mechanics to connect for the purposes of providing Drivers with access to repair services. “Drivers” are individuals and businesses, including logistics companies, who are seeking to obtain repair services. “Mechanics” are service providers seeking to provide repair services to Drivers. Drivers and Mechanics, and any other person or entity accessing the Services are hereinafter referred to as “Users.”

(b) Grant. Subject to and conditioned on your compliance with this TOS, TRX hereby grants each User a non-exclusive, non-transferable, non-sublicensable, revocable license solely to use the Services only for the purposes for which it is intended and as otherwise stated in this TOS. Your access to and use of the Services must further comply in all material respects with all usage guidelines posted by TRX.

(c) Mobile Apps. TRX may make available mobile software applications for access to and use of certain components of the Services (collectively, “Mobile Apps”). Your access to and use of Mobile Apps is subject to and governed by this TOS. If any Mobile App is downloaded by you from the iTunes App Store (each, an “iOS Mobile App”) or Google Play Store (each, an “Android Mobile App”), your use of such iOS Mobile App or Android Mobile App is further subject to your compliance in all material respects with the terms and conditions of the

Usage Rules set forth in the iTunes App Store Terms of Service or the Google Play Store Terms of Service, as applicable. This TOS is between you and TRX only, and not with Apple Inc. (“Apple”) or Google LLC (“Google”), as applicable, or any other app store provider, and neither Apple nor Google is not responsible for iOS Mobile Apps or Android Mobile Apps, as applicable, and the contents thereof; however, Apple and Apple’s subsidiaries and Google and Google’s subsidiaries are third-party beneficiaries of this TOS with respect to iOS Mobile Apps and Android Mobile Apps, as applicable.

(d) Trademarks. You may not use the TRX or Tech Chain Software names, brands, trademarks, service marks and logos that TRX makes available on the Services (“Marks”). TRX claims trademark protection over all such Marks and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name without TRX’s explicit and prior written consent. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with TRX. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use, will inure to TRX’s benefit.

3. REPAIR SERVICES

(a) In order for a Driver to request a repair from a Mechanic, the Driver must either submit a request on a Mobile App or on TRX’s website(s), or call 1-833-737-7879 (the “Call Center”). Driver must communicate all necessary information for the service, including the location of the vehicle in need of service, vehicle type, tire size, and suspected issues.

(b) If a Mechanic arrives at the location of the repair request and is not able to locate the applicable vehicle or equipment at issue, TRX will invoice the Driver for the service call and impose a penalty as determined by TRX in order to cover the costs of the dry run (“Dry Run Charge”). After a repair request has been requested, any cancellation must be reported within ten (10) minutes to TRX. Unless otherwise communicated to you by TRX, a Dry Run Charge will be imposed and no Dry Run Charges will be refunded.

(c) It is the responsibility of Driver to retain any removed parts or tires. TRX shall not be held responsible for any removed parts or tires.

(d) TRX cannot guarantee and does not guarantee that the Call Center will be available at the time of any User’s call. Furthermore, TRX does not guarantee that a User will be connected with a Mechanic or be connected with a Mechanic within a certain period of time, subject to the availability of Mechanics in such Driver’s area and the availability of Mechanics at the time.

4. MECHANICS DISCLAIMER

(a) Mechanics are independent business owners and/or contractors and shall be independent contractors of Driver. This TOS does not create nor is it intended to create an employment, partnership, representative, agent, joint venture, independent contractor, fiduciary or franchisee relationship between any Mechanic and TRX. TRX does not perform any repair services and does not engage any service providers for the purposes of performing any such services.

(b) YOU HEREBY ACKNOWLEDGE THAT TRX DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR ANY MECHANIC’S WORK AND EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RESPONSIBILITY AND LIABILITY FOR ANY SERVICES PERFORMED BY ANY MECHANIC IN ANY MANNER. FUTHERMORE, TRX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES PERFORMED BY ANY MECHANIC, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR BY STATUTE OR IN LAW.

(c) Any reference on or via the Services to a Mechanic being licensed or credentialed in any manner indicates only that such Mechanic has completed a relevant account registration process and has met certain criteria. Any such description is not an endorsement, certification or guarantee by TRX of any Mechanic’s skill or qualifications, or whether they are licensed, insured, trustworthy, safe or suitable.

5. REGISTRATION OF MECHANICS AND DRIVERS

(a) Mechanics. TRX may require any User desiring to access the Services as a Mechanic to undergo a review process prior to registration for and during each such User’s user of the Services, which may include but is not limited to identity verification and a criminal background check (“Mechanic Review Process”). TRX will separately provide you with additional information regarding any background checks, including appropriate notice and authorization forms. Although TRX may perform a Mechanic Review Process, TRX does not assume any responsibility for the accuracy or reliability of any Mechanic Review Process, including any background checks performed in connection therewith.

(b) Drivers. Similarly to Mechanics, TRX may require any User desiring to access the Services as a Driver to undergo a review process, which may include but is not limited to identity verification, a criminal background check, credit verification and vehicle and insurance verification prior to registration for and during each such User’s user of the Services, including prior to registering any vehicle any such User wishes to include on the Services (“Driver Review Process”). TRX will separately provide you with additional information regarding any background checks, including appropriate notice and authorization forms. In connection with any applicable services, Drivers authorize TRX to perform an initial and ongoing credit check to evaluate Driver’s credit worthiness. Drivers may request TRX to re-evaluate their credit worthiness no more than once per year. Although TRX may perform a Driver Review Process, TRX does not assume any responsibility for the accuracy or reliability of any Driver Review Process, including any background checks performed in connection therewith.

6. MECHANIC REPRESENTATIONS AND WARRANTIES

All Mechanics represent and warrant that:

(a) When using the Services, you are operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity;

(b) You are customarily engaged in an independently established business of the same nature as the repair services performed for Drivers through the Services, and maintain an independent clientele;

(c) You have all required business licenses, tax registrations, permits, certifications or any other registration, validation, endorsement, certification, permit or license required to perform repair services through the Services;

(d) You have any and all insurance required to operate your business and provide your services;

(e) You will use your real identifying information and keep such information up-to-date on the Services, including your name, business name, contact information, address, photo, and any other information requested of you on the Services.

(f) You will provide timely and high-quality services to Drivers, and you shall perform all services in a professional and workman-like manner.

(g) You will only provide services for which you have the necessary skills and expertise, and you shall provide those services safely and in accordance with all laws, regulations and rules.

7. PROPRIETARY RIGHTS

(a) You grant TRX and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made all content (in any form and any medium, whether now known or later developed) that you provide in connection with the Services. You acknowledge and agree that the technical processing and transmission of data associated with the Services, may require: (i) transmissions over various networks and across borders; and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices.

(b) The Services provided to you hereunder or available to you through the Services are licensed, not sold, and TRX retains and reserves all rights not expressly granted in this TOS. You acknowledge and agree that, as between you and TRX, TRX and its licensors owns all rights, title and interest (including all intellectual property

rights) in the Services and all data, content, and other materials within the Services. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties. TRX reserves all rights not expressly granted to you in this TOS.

(c) You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account. You agree to notify TRX immediately of any unauthorized use of your account or password or any other similar breach of security. If your account remains inactive for three months or longer, TRX reserves the right to suspend or terminate your account, with or without notice to you, and delete your content all without liability.

8. USER CONDUCT AND RESTRICTIONS

(a) In your use of the Services, you will:

(i) not use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under this TOS;

(ii) not reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services;

(iii) not interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;

(iv) not provide use of the Services on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet “links” to the Services or “frame” or “mirror” the Services on any other server, or wireless or Internet-based device;

(v) not access the Services for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services;

(vi) not violate any applicable local, state, provincial, federal or international law or regulation, or use the Services for any illegal, unauthorized or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;

(vii) not remove or obscure any proprietary notice that appears within the Services;

(viii) not impersonate any person or entity, including TRX personnel, or falsely state or otherwise misrepresent your affiliation with TRX, or any other entity or person;

(ix) not forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;

(x) not take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure;

(xi) not use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services;

(xii) communicate clearly and promptly on the Services and be present and/or available at the time agreed upon for any repair service facilitated through the Services;

(xiii) act professionally and responsibly in your interactions with other Users; and

(xiv) act in accordance with all applicable local, state, provincial, national, or international law or custom and in good faith.

(b) You will not: upload, post, email, store, transmit, or otherwise make available any content that:

(i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable;

(ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);

(iii) infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party;

(iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation;

(v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;

(vi) contains infringing, libelous, or otherwise unlawful or tortious material; or

(vii) consists of information that you know or have reason to know is false or inaccurate.

(c) TRX’s failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of this TOS by TRX, and does not create a private right of action for any other party.

9. FEES

(a) Payment. Users shall pay all agreed upon fees for the Services as set forth in any order confirmation page, registration page, or otherwise set forth on the Services or communicated to any such User by TRX (“Fees”) in accordance with terms set forth herein and any additional terms set forth on the Services. All Fees shall be due and payable within fourteen (14) days after the invoice date of any invoice. You hereby authorize TRX to charge your credit card on file for all Fees that have become due and payable. If you fail to pay any past due invoice, TRX may suspend or revoke the Services until such time as you bring your account completely current. TRX may charge interest on all past due invoices at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower.

(b) Rates.

(i) Mechanics will communicate their hourly rates (“Hourly Rates”) to TRX at the time of registration and shall be communicated to you only when any such mechanics are nearby and are revealed to you after you request a repair service and/or input a services ticket on the services. Any changes in any Mechanic’s Hourly Rate must be immediately communicated to TRX in writing. Any pending repair services shall remain at the Hourly Rate communicated at the time of the inception of such repair service.

(ii) All Mechanic rates (“Rates”) are subject to change, as well as subject to temporary adjustments. Rates shall be calculated in accordance with the following:

(a) Mileage charges shall be calculated based on the distance between the Mechanic service facility and the repair site, plus the distance back from the repair site to the Mechanic service facility.

(b) Hourly Rates charges shall be calculated based on the time it takes the Mechanic to leave the service facility upon initial dispatch, the time the Mechanic arrives on the scene, the time spent in service, and the time required for the Mechanic to travel back to the service facility.

(c) Additional Costs. TRX reserves the right to charge index-based fuel surcharges, as outlined the rate sheet provided at [URL] or as otherwise provided to you by TRX from time to time. In addition to any such index-based fuel surcharges, TRX may also charge for additional items including diagnostic testing, tolls, freight and disposal. Any such additional costs will be included in the invoice provided to Driver.

(d) ACH Payments. Mechanics may receive payments by ACH (Automated Clearing House) transfers (“ACH Payments”). Mechanics expressly authorize TRX and the Services to access Mechanic’s bank account and associated information (“Mechanic Account”) on Mechanic’s behalf and as Mechanic’s limited agent, in order to

provide the ACH Payments. TRX shall not be or responsible in any way for the accuracy or validity of the Mechanic Account or banking information, including Mechanic’s account and routing numbers and/or who is authorized to access this information.

(e) Taxes. Unless otherwise noted, all Rates are exclusive of any state and local sales tax in accordance with applicable laws. For states imposing sales or use taxes, Rates may be subject to use tax unless it is specifically exempt from taxation. Many states require purchasers to file a sales/use tax return at the end of the year reporting all of the taxable purchases that were not taxed and to pay tax on those purchases. Details of how to file these returns may be found at the websites of your respective taxing authorities.

10. FEEDBACK

If you elect to provide or make available to TRX any suggestions, comments, ideas, improvements or other feedback relating to the Services (“Feedback”), TRX shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.

11. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES

The Services may include or provide access to third party products, services, content, or offerings, including advertising for such (“Third Party Services”). You acknowledge that different terms of use and privacy policies may apply to your use of such Third Party Services and that terms and policies are solely between you and the advertiser or other third party. You agree that does not endorse and is not responsible or liable for any issues related to Third Party Services.

12. INDEMNIFICATION

You shall indemnify and hold TRX and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “TRX Parties”) harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys’ fees, to extent resulting from or arising out of any third party claim, demand, or action due to (a) content or information you provide to TRX; (b) your violation of this TOS, any law or regulation, or any rights (including intellectual property rights) of another party; (c) your use of the Services, except as expressly permitted in this TOS; (d) your provision of repair services to any Driver; (e) any and all communications or interactions between you and any other User; (f) your use or inability to use the Services, or your participation on the Services; and (g) the acts or omissions of your agents in connection with the Services.

13. DISCLAIMER OF WARRANTIES

(a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRX PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

(b) TRX PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.

(c) ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION.

(d) THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

14. LIMITATION OF LIABILITY

(a) TRX PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF TRX PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL TRX PARTIES’ TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS TOS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR CONTENT EXCEED THE AMOUNT PAID BY YOU TO TRX FOR ACCESS TO THE SERVICES WITHIN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE.

(b) THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

15. SUSPENSION AND TERMINATION

(a) Either party may terminate this TOS at any time by providing prior written notice to the other party.

(b) If you violate this TOS, TRX may, with or without notice to you, immediately suspend or terminate your access and use of the Services.

(c) TRX reserves the right at any time to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice, and TRX shall not be liable to you or any third party for any such modification or discontinuance;

(d) Upon termination of this TOS for any reason: (i) TRX, in its sole discretion, may remove and discard your content and information; (ii) you will immediately cease your use of the Services; and (iii) any provision that, by its terms, is intended to survive the expiration or termination of this TOS shall survive such expiration or termination. Further, you agree that that TRX shall not be liable to you or any third party for any termination of your account or access to the Services.

16. GOVERNING LAW

This TOS shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Texas, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this TOS, regardless of the states in which the parties do business or are incorporated.

17. BINDING ARBITRATION AND CLASS ACTION WAIVER

(a) ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS TOS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

(b) The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral

arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

(c) WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

(d) Notwithstanding anything to the contrary, you and TRX may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 13.

(e) If TRX implements any material change to this Section 13, such change shall not apply to any Claim for which you provided written notice to TRX before the implementation of the change.

18. LEGAL COMPLIANCE

You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where Licensed Material is delivered or used and you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

19. U.S. GOVERNMENT ENTITIES

This section applies to access to or use of the Services by a branch or agency of the United States Government. The Services includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in this TOS with respect to the such items, and any access to or use of the Services by the United States Government constitutes: (i) agreement by the United States Government that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.

20. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that your work has been made available through the Services in a way that constitutes copyright infringement, please provide TRX’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Services; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact TRX’s Agent for Notice of Copyright Claims. TRX’s Agent for Notice of Copyright Claims can be reached as follows:

Agent for Notice of Copyright Claims 13502 Katy Freeway, Suite 3120

Katy, Texas 77494

832-571-0464 Email: nida@trxapp.io

 

21. CALIFORNIA USERS & RESIDENTS

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

22. GENERAL PROVISIONS

This TOS constitutes the entire agreement between you and TRX concerning your access to and use of the Services. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and TRX with respect to such subject matter. In the event of any conflict between or among this TOS and any end user license agreement, privacy policy or usage guidelines to which this TOS refers, the terms and conditions of this TOS shall take precedence and govern. This TOS may not be amended by you except in a writing executed by you and an authorized representative of TRX. Except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this TOS. For the purposes of this TOS, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under this TOS without the prior written consent of TRX. The failure of TRX to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. If any provision of this TOS is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this TOS. Any prevention of or delay in performance by TRX hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.

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