API Terms of Service

1. Definitions

For purposes of these API Terms, capitalized terms shall have the meanings set forth below.

1.1

“App Market” means any marketplace or other aggregator or public repository of code or applications that access or use any KeepTruckin API, including KeepTruckin’s App Marketplace.

1.2

“Confidential Information” means (a) with respect to Developer, any information provided to KeepTruckin related to compliance with Section 3.2 (Security), and (b) with respect to KeepTruckin, any code, inventions, know-how, User Data, business, technical, or financial information that KeepTruckin discloses to Developer or Developer accesses through any KeepTruckin API, or that is otherwise accessed by or disclosed to Developer and which a reasonable person would understand to be confidential or proprietary.

1.3

“Developer App” means web or other software service or application developed by Developer that utilizes or interacts with any KeepTruckin API.

1.4

“Developer Marks” means all trademarks, service marks, logos, or trade names used to identify Developer or its products or services.

1.5

“Effective Date” means the earlier of (a) the date that Developer agreed to these Terms or (b) Developer’s first access or use of any KeepTruckin API.

1.6

“Internal Use” means Developer’s access and use of a KeepTruckin API in connection with Developer’s internal testing, development, or use of a Developer App, in each case solely for Developer’s internal business purposes and in accordance with these API Terms. Internal Use explicitly excludes publishing or making available any Developer App, for pay or at no cost, whether by Developer or by any entity other than Developer.

1.7

“KeepTruckin API” means any KeepTruckin application programming interface and any accompanying or related documentation, source code, API SDKs, scripts, buttons, app keys, access tokens, executable applications and other materials made available by KeepTruckin, including, without limitation, through its developer website or any User, Customer, Administrator, or Driver.

1.8

“KeepTruckin Marks” means all trademarks, service marks, logos or trade names used to identify KeepTruckin or its products or services.

1.9

“KeepTruckin Policies” means any KeepTruckin policies and requirements set forth on KeepTruckin websites or other documentation provided by KeepTruckin, which may be modified from time to time, including but not limited to KeepTruckin’s Privacy Policy, Acceptable Use Policy, and the requirements in the KeepTruckin API documentation.

1.10

“User” means any customer or user of a Developer App.

1.11

“User Data” means any data that is collected, accessed, or transmitted by, on, through, or in connection with a KeepTruckin API accessed or used by Developer.

2. Purpose and License

2.1 Application of API Terms

These API Terms govern Developer’s rights to use and access a KeepTruckin API. By access or using any KeepTruckin API, Developer hereby agrees to comply with these API Terms, the General Terms (to the extent applicable) and all KeepTruckin Policies.

2.2 Use Limits

Developer acknowledges that KeepTruckin may limit the number of transactions it may send or receive through the KeepTruckin API, and such limits may be set and changed by KeepTruckin at any time in its sole discretion.

2.3 Limited API License

Subject to the terms and conditions of these API Terms, including the restrictions set forth in Section 3 of these API Terms, KeepTruckin hereby grants to Developer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the term of these API Terms to use and make calls to the KeepTruckin API to test, develop, implement, and operate Developer Apps solely for Internal Use by Developer.

Developer acknowledges and agrees that it may not distribute any Developer App in any App Market (or otherwise make any Developer App available to any third party) without KeepTruckin’s prior written authorization and consent (which may withheld in KeepTruckin’s sole discretion). To obtain authorization and consent from KeepTruckin to distribute your Developer Apps to third parties or in any App Market, please contact KeepTruckin at techpartners@keeptruckin.com. Please note that production and/or distribution of Developer Apps may require your acceptance of additional terms and conditions.

2.4 Performance Data

Developer hereby grants to KeepTruckin a worldwide, perpetual, irrevocable right to collect, use, and distribute data related to the use of and calls to any KeepTruckin API (the “Performance Data”) so as to provide, analyze, operate, and improve the performance of the related KeepTruckin API, and to create and distribute reports and materials about the KeepTruckin API.

2.5 Feedback

If Developer provides any feedback to KeepTruckin concerning the KeepTruckin API (including identifying potential errors and improvements) or any of the KeepTruckin products and services, Developer hereby assigns to KeepTruckin all right, title, and interest in and to such feedback, and KeepTruckin is free, but not obligated, to use such feedback without payment or restriction.

2.6 Reservation of Rights

Except with respect to the limited licenses expressly provided in these API Terms, nothing in these API Terms grants to Developer any rights in any KeepTruckin API, any User Data or any other KeepTruckin intellectual property. KeepTruckin and its licensors reserve all right, title, and interest, in and to the KeepTruckin API. KeepTruckin may provide you with support for the KeepTruckin API in our sole discretion and may stop providing support to you at any time without notice or liability to you.

KeepTruckin is not obliged to provide any training, support or technical assistance for the Developer App or the KeepTruckin APIs directly to users of any Developer App and you agree to communicate to users of any Developer App that you (and not KeepTruckin) are responsible for any such support.

2.7 Changes

Developer acknowledges and agrees that KeepTruckin may modify or release subsequent versions of the KeepTruckin APIs and require that you use those subsequent versions. Unless we release a new version of the KeepTruckin APIs for security or legal reasons, you will have a reasonable amount of notice (as determined by us), to migrate to subsequent versions of the KeepTruckin APIs.

You acknowledge that once KeepTruckin releases a subsequent version of an API, the prior version of such KeepTruckin API may stop working at any time or may no longer work in the same manner. Your continued use of the KeepTruckin APIs following a subsequent release will be deemed your acceptance of any modifications thereto. KeepTruckin shall have no liability of any kind to Developer or any User with respect to such changes or any adverse effects resulting from such changes.

2.8 Similar Products

Developer recognizes that KeepTruckin may now or in the future be engaged in the development, production, marketing, and/or sale of products and services similar and/or competitive to a Developer App. Nothing in these API Terms will be construed as limiting the ability or right of KeepTruckin to develop, produce, market, or sell such products and services.

3. Developer Restrictions and Responsibilities

3.1 Privacy

Developer agrees to post an appropriate privacy policy in its Developer App that describes Developer’s collection, use, and sharing of personally identifiable and non-personally identifiable information. Developer’s Developer App must collect, process, transmit, maintain, and use User Data solely in compliance with Developer’s privacy policy. Developer will comply with all applicable laws relating to the processing of data and information, including User Data, from Users.

Developer is responsible for notifying Users that Developer is responsible for the privacy, security, and integrity of User Data collected, used, or shared by the Developer App. Developer is responsible for obtaining any authorizations necessary for Developer’s collection, usage, or sharing of User Data by the Developer App.

3.2 Security. Developer will:

3.2.1

Maintain appropriate administrative, technical, and organizational safeguards designed to prevent unauthorized access, use, and disclosure of User Data.

3.2.2

Maintain the confidentiality and security of all credentials assigned by KeepTruckin to Developer for accessing a KeepTruckin API.

3.2.3

Maintain the confidentiality and security of all User credentials.

3.2.4

Use encrypted network connections for the collection or transmission of User Data to or from any KeepTruckin API.

3.2.5

Implement additional security safeguards as KeepTruckin may require from time to time.

3.2.6

Upon becoming aware of an actual or reasonably suspected unauthorized or unlawful access, disclosure, loss, or alteration of User Data, provide notice to KeepTruckin within twenty-four (24) hours that includes (a) identification of the User Data that has been or is reasonably believed to be affected and (b) explanation of the steps taken to remediate the incident. Developer will provide reasonable assistance to KeepTruckin on remediation efforts, including any additional information requested by KeepTruckin. In the event of a security breach, prior to issuing any public statements or responses to third party inquiries, Developer will work in good faith with KeepTruckin to coordinate a statement or response, unless prohibited by law.

3.2.7

Upon KeepTruckin’s or a User’s request, delete or destroy all User Data.

3.2.8

Permit KeepTruckin to conduct external vulnerability assessments and penetration tests of Developer’s network, and/or provide KeepTruckin a report from an independent third-party audit firm documenting completion of no less than annual vulnerability assessments and penetration tests.

3.2.9

Upon KeepTruckin’s request, submit to an audit of its facilities, databases, and information technology controls in order for KeepTruckin to verify compliance with these API Terms.

3.2.10

Upon request, provide KeepTruckin with any of Developer’s third-party audit reports (e.g., SOC2, ISO 27001).

3.3 Prohibited Actions

Developer warrants that it, its use of any KeepTruckin API, and the Developer App will not, and will not attempt to (or permit third parties to or attempt to):

3.3.1

Violate, encourage, or facilitate violation of KeepTruckin’s Acceptable Use Policy.

3.3.2

Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of any part of the KeepTruckin API, except to the extent this restriction is prohibited by law.

3.3.3

Remove, alter, or obscure any intellectual property or proprietary rights notices incorporated in or accompanying any portion of the KeepTruckin API.

3.3.4

Sublicense the KeepTruckin API for use by a third party.

3.2.5

Access or collect User Data in excess of what KeepTruckin has expressly authorized and permitted.

3.3.6

Make false or misleading statements about the Developer App.

3.3.7

Use the KeepTruckin API to create or augment Developer’s datasets, including delivery datasets.

3.3.8

Use User Data for any purpose (e.g., product improvement or development) other than their own Internal Use.

3.3.9

Submit for publication, publish, distribute, sell or otherwise make available any part of the User Data to third parties.

3.3.10

Process the User Data to determine or infer personally identifiable information of any individuals or to create derivatives, aggregations or other models built upon the User Data.

3.3.11

Incorporate any part of the KeepTruckin website or web elements into the Developer App.

3.3.12

Comingle or combine the User Data with other data in such a way that the User Data cannot be deleted or destroyed.

3.3.13

Use the KeepTruckin API or User Data to create a substitute for or substantially similar product or service to KeepTruckin’s products and services or any other use cases which KeepTruckin deems outside of the scope of these API Terms.

3.3.14

Use the KeepTruckin API for any activities where the use or failure of the KeepTruckin API could lead to personal injury, death, or property damage.

3.4 Responsibility for Developer App

Developer acknowledges that Developer is solely responsible, and that KeepTruckin has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of any Developer App. Developer will not state or imply that KeepTruckin endorses the Developer App, or any other products or services, without KeepTruckin’s prior written consent.

3.5 Open Source

Nothing in these API Terms authorizes Developer to subject any portion of the KeepTruckin API or any KeepTruckin intellectual property right in any portion of the KeepTruckin API to the terms of any “open source” license, including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology: (a) be disclosed or distributed in source code form, (b) be licensed for the purpose of making derivative works, or (c) be redistributable at no charge.

3.6 Responsibility for API Keys

Developer, and any Users, may not share any API keys or access credentials with third parties to be used in contravention of these API Terms, or allow access to any User Data to be used in contravention of these API Terms, except with prior written approval by both KeepTruckin and any Users. Developer is solely responsible for all activity that occurs under any API keys or access credentials shared with Developer.

4. Confidentiality

KeepTruckin and Developer may disclose Confidential Information to each other. The receiving party may use the disclosing party’s Confidential Information solely for the purpose of exercising its rights and performing its obligations under these API Terms and may not share the disclosing party’s Confidential Information with any third party. The receiving party must use a reasonable degree of care to protect Confidential Information. The receiving party may not disclose Confidential Information to any third party except to its employees, agents, or third-party contractors who need to know it and are bound by non-disclosure and confidentiality terms at least as restrictive as those set forth in these API Terms.

Confidentiality obligations do not apply to the extent the information: (a) was known to the receiving party without restriction before receipt from the disclosing party; (b) is publicly available through no fault of the receiving party; (c) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without access to Confidential Information. A party may disclose Confidential Information to the extent it is compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party need not be given notice. Upon the disclosing party’s written request, the receiving party will promptly return all Confidential Information and copies to the disclosing party, or certify in writing that it has destroyed all such materials. Breach of this Section 4 could cause the disclosing party irreparable harm, and the disclosing party may seek immediate equitable relief, in addition to other rights and remedies it may have.

5. Developer Warranties

Developer represents and warrants that: (a) all information Developer provides to KeepTruckin is true, accurate, and complete; (b) Developer has the full right, power, and authority to make, distribute, operate, support, and promote the Developer App, use the KeepTruckin API, and enter into these API Terms; and (c) the Developer App, its contemplated use, and Developer’s use of the KeepTruckin API will not violate the intellectual property rights or other rights of any third party, or violate any laws.

6. Warranty Disclaimer

THE KEEPTRUCKIN API AND KEEPTRUCKIN PRODUCTS AND SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, KEEPTRUCKIN AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS (A) MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE REGARDING THE KEEPTRUCKIN API AND KEEPTRUCKIN PRODUCTS AND SERVICES, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF (I) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, AND NON-INFRINGEMENT, AND (II) ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. IN PARTICULAR, KEEPTRUCKIN AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) THE KEEPTRUCKIN API WILL MEET YOUR REQUIREMENTS, (B) THAT THE KEEPTRUCKIN API WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THAT THE KEEPTRUCKIN API WILL BE ACCURATE OR RELIABLE, OR (D) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE KEEPTRUCKIN API WILL BE CORRECTED. YOU ARE RESPONSIBLE FOR YOUR OWN RISK WITH RESPECT TO ANY CONTENT OBTAINED THROUGH THE KEEPTRUCKIN API.

7. Indemnification

Developer will defend, indemnify, and hold harmless KeepTruckin and its affiliates, and their respective officers, directors, employees, agents, partners, licensors, suppliers, and distributors, from and against any and all claims, liabilities, damages, losses, and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to (a) Developer’s use of any KeepTruckin API, (b) Developer’s breach of these API Terms, (c) the Developer App, including, but not limited to, any allegation of infringement of any third party intellectual property rights, and (d) Developer’s collection or use of User Data. Developer will cooperate fully in the defense of any allegation or third-party legal proceeding or claim. KeepTruckin reserves the right, at its own expense, to assume the exclusive control and defense of any indemnified matter under this section.

8. Limitation of Liability

8.1

KEEPTRUCKIN AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS WILL NOT BE LIABLE FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF THE LEGAL THEORY, OR (B) COST OF SUBSTITUTE SERVICES OR LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE EITHER DIRECT OR INDIRECT), EVEN IF KEEPTRUCKIN KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8.2

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL KEEPTRUCKIN’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE API TERMS OR FROM THE USE OF OR INABILITY TO USE ANY KEEPTRUCKIN API EXCEED THE GREATER OF $100 OR THE TOTAL AMOUNT OF FEES RECEIVED BY KEEPTRUCKIN FROM DEVELOPER FOR THE USE OF A KEEPTRUCKIN API DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KEEPTRUCKIN AND CUSTOMER.

8.3

TO THE FULLEST EXTENT PERMITTED BY LAW, KEEPTRUCKIN AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS DISCLAIM AND WILL NOT BE LIABLE TO DEVELOPER FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR PROPERTY DAMAGE, REGARDLESS OF THE LEGAL THEORY AND REGARDLESS OF WHETHER KEEPTRUCKIN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9. Term and Termination

9.1 Duration

These API Terms will remain in effect until terminated as set forth in this section.

9.2 Termination by KeepTruckin

KeepTruckin may terminate these API Terms or suspend Developer’s access to all or any part of a KeepTruckin API: (a) if Developer is in material breach of these API Terms and fails to cure that breach within 15 days after receipt of notice; (b) if KeepTruckin is required to do so by law; (c) if KeepTruckin ceases to offer any services covered by these API Terms; (d) if KeepTruckin determines or has reason to believe the Developer or Developer App may cause harm or loss to KeepTruckin or any Users, or the Developer or the Developer App is or will be a threat to Users or the KeepTruckin API or other KeepTruckin products or services; (e) for any other reason or no reason with prior written notice to Developer (e-mail acceptable); or (f) in order to address any security threat.

9.3 Termination by Developer

Developer may terminate these API Terms by discontinuing all use of the KeepTruckin API.

9.4 Effect of Termination

Any termination or expiration of these API Terms shall also immediately terminate the rights and licenses granted to Developer hereunder, and Developer shall immediately cease all use, operation, support, and distribution of all Developer Apps and the KeepTruckin API. Upon termination, Developer may lose access to any content, materials, or information that Developer has provided to KeepTruckin related to any Developer App or through the KeepTruckin API.

9.5 Survival

In addition to any rights that accrued prior to termination, the provisions of Sections 1, 2.5, 2.6, 2.7, 3-8, 9.5, 10-11 shall survive termination of these API Terms.

10. Disputes

10.1 Informal Dispute Resolution

Except with respect to Claims described in the Exceptions to the Agreement to Arbitrate, Developer and KeepTruckin agree to attempt to resolve any disputes informally before initiating any arbitration or other formal proceedings, and neither Developer nor KeepTruckin may start a formal proceeding for at least 30 days after first notice regarding any dispute.

10.2 Agreement to Arbitrate

Developer and KeepTruckin agree to resolve any claims relating to these API Terms or the KeepTruckin API (“Claims”) through final and binding arbitration, except as set forth below in the Exceptions to the Agreement to Arbitrate. Arbitration proceedings will be conducted under the commercial rules then in effect for the American Arbitration Association (“AAA”). The arbitration will be held in San Francisco, California or any other location the parties mutually agree to in writing. At the time a party chooses to initiate a proceeding, it will send a notice to the other party in accordance with the notice provision in these API Terms.

10.3 Exceptions to the Agreement to Arbitrate

Either party may bring a lawsuit in the federal or state courts of San Francisco, California solely regarding Claims for injunctive relief to stop unauthorized use of the KeepTruckin API or infringement of intellectual property rights without first engaging in the informal dispute resolution and notice process described above. Both KeepTruckin and Developer consent to venue and personal jurisdiction in the federal and state courts of San Francisco, California.

10.4 Opting Out of the Agreement to Arbitrate

Developer has the right to opt-out and not be bound by the binding agreement to arbitrate provided in these API Terms by sending written notice of the decision to opt-out either by emailing KeepTruckin at arbitration@keeptruckin.com or by first class mail or overnight courier to KeepTruckin in accordance with the notice provision in these API Terms. In order for Developer’s opt-out to be valid, Developer’s notice must be sent within 30 days of first using the KeepTruckin API.

10.5 No Class Actions

Developer may only resolve disputes with KeepTruckin on an individual basis. And will not bring any claim in a class, consolidated, or representative action. Class actions, class arbitrations, private attorney general actions, and consolidations with other arbitrations are not allowed. Neither Developer nor KeepTruckin may consolidate a Claim or Claims as a plaintiff or a class member in a class action, a consolidated action or a representative action.

10.6 Consent to Jurisdiction

If the agreement to arbitrate provided for in these API Terms is found not to apply to Developer or Developer’s Claim, or if Developer or KeepTruckin challenges any arbitration award or seeks to have an arbitration award enforced, Developer and KeepTruckin agree that any judicial proceeding will be brought in the federal or state courts located in San Francisco, California. Developer and KeepTruckin consent and agree to both venue and personal jurisdiction in the federal and state courts located in San Francisco, California.

10.7 Release from Third-Party Claims

Because KeepTruckin is not party to any agreements between Developer and any third parties, including as regards the Developer App, or involved in the completion of any services for third parties, in the event that Developer has a dispute with one or more other third parties, as applicable (each, an ” Other Party”), Developer agrees to address such dispute directly with the Other Party in question and Developer releases KeepTruckin (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. Developer hereby and irrevocably and forever waives all rights it may have under California Civil Code Section 1542 (or any analogous state, federal, or international statute or principle) with respect to the releases in these API Terms.

Developer understands that Section 1542 provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The Developer acknowledges that they have had an opportunity to be advised by counsel concerning the legal import of these API Terms under California Civil Code 1542 and other legal requirements. The parties acknowledge and agree that this waiver is an essential and material term of these API Terms.

11. General

11.1 Modifications

Developer acknowledges and agrees that KeepTruckin may modify these API Terms, including the KeepTruckin Policies, from time to time. When changes are made, KeepTruckin will make a new copy of these API Terms available on the KeepTruckin website. If, in KeepTruckin’s sole discretion, modifications are material, KeepTruckin will notify Developer by emailing the email associated with Developer’s account. Developer acknowledges and agrees that if Developer uses the KeepTruckin APIs after the date on which the modified API Terms become effective and available on the Site, KeepTruckin will accept Developer’s use of the KeepTruckin APIs as its acceptance of and agreement to the updated API Terms. If a modification to these API Terms is unacceptable, Developer may cease using the KeepTruckin API.

11.2 Assignment

KeepTruckin may, without Developer’s consent, assign these API Terms to any affiliate or in connection with any merger or change of control of KeepTruckin or the sale of all or substantially all of its assets. Developer may not assign any rights under these API Terms without KeepTruckin’s prior written consent.

11.3 Entire Agreement

These API Terms, together with the KeepTruckin Policies and the General Terms, constitute the entire agreement between Developer and KeepTruckin with respect to the subject matter of these API Terms, and supersede and replace any prior or contemporaneous agreements, terms, or conditions applicable to the KeepTruckin API.

11.4 Notices

Notices to KeepTruckin must be sent (a) by first class mail or overnight courier to Keep Truckin, Inc., Attn: General Counsel, 55 Hawthorne Street, Suite 400, San Francisco, CA 94105, and are deemed given when received and (b) by email to notices@keeptruckin.com. Notices to Developer may be sent to the email address associated with Developer’s account.

11.5 Third-Party Beneficiaries

There no third-party beneficiaries to the API Terms.

11.6 Waiver and Severability

KeepTruckin will not be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these API Terms. A waiver will only be effective if KeepTruckin expressly states in a writing signed by an authorized representative that KeepTruckin is waiving a specified term or condition. If any provision in these API Terms are held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and, in any event, the remaining provisions of these API Terms shall remain in effect.

11.7 Relationship of the Parties

Developer and KeepTruckin are independent contractors. These API Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

11.8 Export Control

Developer may not use the KeepTruckin API and may not accept the API Terms if it is an organization or employs a person barred from using the KeepTruckin API under United States law. Developer will not permit use of the KeepTruckin API from a U.S. embargoed country or by any person or entity identified on OFAC’s List of Specially Designated Nationals, or any other government prohibited parties list. Developer will comply with all applicable export control laws.

11.9 Governing Law

These API Terms shall be governed by the laws of the State of California without regard to conflict of laws principles.