THIS CLIENT'STERMS AND CONDITIONS AGREEMENT ("T&C Agreement") IS A CONTRACT BETWEEN YOU AND MTS SOFTWARE, LLC ("MTS").  READ THE TERMS AND CONDITIONS SET FORTH HEREIN CAREFULLY.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN OR IN ANY OTHER MTSPOLICY OR AGREEMENT, DO NOT USE MTSPRODUCTS OR SERVICES.

THIS T&C AGREEMENT CONTAINS A BINDING MEDIATION AND ARBITRATION PROVISION WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE PARTIES.   BY USING MTS AND THE MTS APPLICATION ("MTS APP"), YOU EXPRESSLY REPRESENT THAT YOU WILL NOT ENGAGE, ASSIST, OR ATTEMPT TO ENGAGE OR ASSIST IN THE REVERSE ENGINEERING OF ANY MTS PRODUCT AND/OR SERVICE, AS DEFINED HEREIN BELOW.  CLIENT HEREBY UNDERSTANDS AND AGREES THAT ENGAGING, ASSISTING OR ATTEMPTING TO ENGAGE OR ASSIST IN THE REVERSE ENGINEERING OF MTS' PRODUCTS AND/OR SERVICES IS A DIRECT VIOLATION OF THIS AGREEMENT AND SHALL SUBJECT CLIENT TO LIABILITY.

Introduction:
MTS provides a web portal (the "Web Portal") and associated mobile application version(the "MTS App"), which allow for the coordination of certain payment procedures, arrival and departure confirmation and job site information (collectively, the "Products and Services").  MTS contemplates and anticipates an expansion of this technology beyond the current field into other markets and hereby places the Client on notice of such intention.  In consideration of the use of MTS' Products and Services by the Client, Client, Lessee, User, or Owner (collectively, "Client"), Clientagrees to the terms and conditions set forth herein, including any other agreements incorporated into the T&C Agreement, and as amended from time to time.

Products and Services:
Generally.  MTS is a mobile ticketing system that is currently used in the trucking industry.  Through the Web Portal a Client with the adequate credentials can create a job ("Job"), name the job by its location or other internal code ("Job Site"),

Subscription Level.  The Products and Services are generally subscription-based.  Therefore, the features and options available in the Web Portal (the "Control Panel") and MTS App depend on the Client's subscription level ("Subscription Level").  The available Subscription Levels are:  (1) Supplier; (2) Trucker.
Supplier Subscription Level.  The Supplier Subscription Level permits a Client who has been engaged by any other Client with a Subscription Level other than Supplier, have access to the Control Panel for the limited purpose of viewing the jobs it has been engaged for through entering the Job Code that is provided to the Supplier by another Subscription Level Client (other than a Supplier).  A Client with a Subscription Level of Supplier cannot use the Control Panel, Web Portal or any other feature of MTS to create new Jobs, assign Jobs, or to create additional Supplier to engage on a Job.

Trucker Subscription Level.  The Trucker Subscription Level increases the features available to the Client through the Control Panel and Web Portal.  With a Trucker Subscription Level, the Client is able to not only able to accept new Jobs, but the Client is able to create new Jobs, assign Jobs, and to create Suppliers to engage on the new or open Jobs.  In addition, a Trucker Subscription Level allows for a Client to customize certain information to create different Control Panels for individuals/entities with different roles on a Job Site.  Specifically, a Trucker Subscription Level allows the Project Manager a general Control Panel to manage all Job Sites and Suppliers.  In addition, the Project Manager Control Panel allows the Client to create a Foreman Control Panel and a Supplier Control Panel, each available only to the person whose email has been provided by the Project Manager.

Project Manager Control Panel.  The Project Manager Control Panel allows for the Project Manager to create Jobs, create Suppliers, assign an internal Job Code and send the Job Code to the applicable Supplier for purposes of allowing the Supplier to access information on its Supplier Control Panel.  The Client represents and warrants that they were given authority to enter any and all information into the Web Portal, MTS App or any other Product and Service. 

Foreman Control Panel.  The Foreman Control Panel allows for the Project Manager Web Portal.  Through the Web Portal, various MTS Conditions and Limitations of Use of Products and Services:

Generally.  MTSreserves the right to refuse or discontinue any of its Products or Services for any reason, which, in its sole discretion, does not comply with any MTS standards, policies or agreements, which require, among other things, complete compliance withgoverning federal and state laws and regulations.

Unpermitted Uses of Products and Services.The following is a non-exhaustive list of examples of the type of conduct that violates MTS' standards and policies:

  • Violating any applicable law, rule, regulation, or order, whether it be derived from local, state, federal, or international law;
  • Violating any MTSagreement, policy, rule or guideline;
  • Disseminating, storing, posting, distributing or transmitting content that is illegal, slanderous, libelous, defamatory, obscene, abusive, incites violence, or that is otherwise offensive or actionable;
  • Engaging in fraudulent, defamatory, obscene or deceptive conduct;
  • Inflicting or attempting to inflict harm upon a minor;
  • Obtaining, storing, distributing, posting, hosting, possessing, or transmitting child pornography or other unlawful materials;
  • Conducting, participating in, facilitating, or conspiring to participate, conduct or facilitate, a pyramid or other illegal soliciting scheme;
  • Engaging in conduct that invades the privacy of another (i.e. intercepting e-mails and/or redirecting e-mails sent by or to others; logging into another Client's account), harasses another, or otherwise infringes upon or violates the rights or another;
  • Accessing, or attempting to access, the accounts or, computer systems of others:
  • Without permission or right to do so;
  • To spoof the URL, DNS or IP addresses of MTSor any other entity or person; or,
  • To infiltrate the security and/or network of MTS;
  • Collect and/or store the personal information of other customers or MTSwebsite visitors;
  • Utilizing an IP address that was not assigned to you by MTS while using the services of MTS;
  • Transmitting uninvited solicitations or communications, data, spamming, or similar activities;
  • Using the services of MTSto introduce or transmit viruses, torrents, Trojan horses, cancelbot, bomb, key, or other harmful codes on the internet;
  • Engaging in conduct that is harmful to MTS, its Products and Services, MTS'network, the internet, or other internet users;
  • Inhibiting or interfering with the ability of any other person to use or enjoy their MTSProducts and Services;
  • Modifying any medium used to provide MTSservices, regardless of whether the medium is owned or leased by you, in order to commit theft of service, provide MTS'service to an unauthorized third party, or for any other reason;
  • Violating MTS'or a third party's proprietary or intellectual property rights, including but not limited to, licenses, patents, copyrights, servicemarks, trade secrets and trademarks; and,
  • Attempting sell or to reverse engineer any of MTS's intellectual property rights including but not limited to its computer source code, mechanisms and functionality of any Product and/or Service; and,
  • Attempting to engage in any of the activities or conduct set forth above.

Encryption.Not all provided information is encrypted.  The MTS encryption is 128/256 bit during the data transfer.  Generally, the data is encrypted during transmission to the server and upon arrival it is de-encrypted in SSL and re-encrypted using _________. Subscriber hereby agrees that such method is a reasonable method and process of data encryption and that such standard comports with that of the industry.  Subscriber agrees and acknowledges that despite the encryption of certain information, not all information is encrypted. Subscriber further agrees that the methods of MTS, are reasonable and are adequate methods to secure the Client's documents email address and personal information and such methods comport with the standards of the industry.

Compatible Mobile Devices and Third Party Carriers.  The Products and Services provides our Client with the ability to review and accept certain transactions on compatible mobile devices. A device is not a compatible mobile device if it has been modified in a manner inconsistent with the guidelines promulgated by the manufacturer, which would include, but is not limited to phones that have disabled hardware or software controls (specifically including but not limited to a "jail broken" device).  You hereby agree and acknowledge that using a device that is not compatible with the Products and Services is a material breach of this T&C Agreement and grounds for termination of the Products and Services.  In addition, you understand and agree that MTS does not warrant or otherwise represent that the Products and Services will be compatible with your mobile device or any third party carrier and Client hereby accepts as its sole responsibility such determination prior to the expiration of the Trial Period (as defined hereinbelow).

Software Updates.  The software utilized and associated with the Products and Services, including the Web Portal and MTS App, are part of the Products and Services.  In addition to various other purposes, the software is what allows the Client to access and use MTS' Products and Services.  Accordingly, by and through this Agreement, Client hereby accepts and agrees to install software updates to continue to use the Products and Services.

User Names and Passwords.Client agrees thatUsernames and Passwords ("Login Information") are only secure if the Client protects them and periodically changes them. Accordingly, Client hereby agrees and acknowledges that it is Client's responsibility to maintain the confidentiality of any Login Information obtained for the purpose of utilizing any Product and/or Service of MTS.  Furthermore, in the event that the Login Information is known by any person other than the Client, Client hereby accepts the sole responsibility of changing the Login Information and notifying MTS of the potential breach. MTS is not liable for the loss of confidentiality or any damage arising from the failure of such Login Information to remain confidential.

Backups and Archive.The Web Portal Product and Service of MTSallows the Client to review its job history, job identification numbers ("Job Number"), payment basis and amount due, identity of workers,as well as additional order information ("Job Site Information").Client hereby agrees that MTSis not liable in the event that data, images and/or any other information is lost, not available through or accessible on MTS' Web Portal or MTS App.  Client hereby agrees that it will back up any and all information accessible through the Web Portal or the MTS App for its own records and will require any individual or entity working pursuant to a Job Number or obtaining Job Site Information through the Web Portal or MTS App to have their own independent backup or archive of the information stored through an MTS Product or Service.

Errors in Products and Services.  Despite the extensive review process of MTS, Client understands and agrees that MTS' Products and Services, including but not limited to the coding, Web Portal and MTS App, may contain or experience one or more errors.  MTS is not responsible for the accuracy or correctness of the coding or other information contained in its Products and Services and Client agrees to hold MTS harmless, including from its own negligence, from any liability that may arise from the loss of information, or documents, or any inaccurate or incorrect information provided or created through its Products and Services.

Warranties, Limitations of Liability, and Indemnification
Disclaimer of Warranties and Limitations of Liability.YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PRODUCTS AND/OR SERVICES, PROVIDED BY MTSMTSOR ITS AFFILIATES ARE PROVIDED TO YOU ON AN "AS-IS" OR "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND AND WITH ALL FAULTS. 

MTSAND ITS AFFILIATES DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR ITS PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP, WORKMANLIKE EFFORT, COURSE OF DEALING OR TRADE, LACK OF NEGLIGENCE, ACCURACY, NON-INTERFERENCE, TITLE, COMPATABILITY OF SOFTWARE OR COMPUTER SYSTEMS, OR ANY WARRANTY ARISING UNDER STATUTE. 

STATEMENTS, INFORMATION OR ADVICE PROVIDED BY AN MTSREPRESENTATIVE TO YOU SHALL NOT CREATE A WARRANTY WITH RESPECT TO SUCH STATEMENT, INFORMATION OR ADVICE.
YOU HEREBY ASSUME THE RISK ARISING OUT OF THE USE, QUALITY, ACCURACY, EFFORT OR PERFORMANCE OF MTS'PRODUCTS AND SERVICES.  FURTHER, MTSDOES NOT WARRANT THE SECURITY OF ANY OF ITS PRODUCTS OR SERVICES.  NOR DOES MTSWARRANT THE SECURITY OF DOCUMENTS, PORTALS, INFORMATION, EMAILS, APPLICATIONS, HYPERLINKS, CONTENT, FEATURES, CODING OR SOFTWARE AS TOANY OF ITSPRODUCTS OR SERVICES.  MTSDOES NOT WARRANT THAT THE DOCUMENTS, EMAILS, PORTALS, INFORMATION, HYPERLINKS, CONTENTS, CODING AND FEATURES OF ITS PRODUCTS AND SERVICES WILL BE FREE OF ERROR, INTERRUPTION, OR AVAILABLE AT ALL TIMES. 

MTSSHALL NOT BE LIABLE TO ANY PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING FROM THE BUSINESS INTERRUPTION OR THE LOSS OF INFORMATION, ACCESS, SOFTWARE, OR PROGRAMS, OR ANY OTHER LOSS OR DAMAGES ALLEGED TO ARISE IN ANY WAY FROM OR IN CONNECTION WITH THE USE, RELIANCE, PERFORMANCE OR AVAILABLILITY OF MTS'PRODUCTS OR SERVICES.

MTSSHALL NOT BE LIABLE FOR YOUR USE AND RELIANCE ON INFORMATION OR CONTENT AVAILABLE ON ITS WEBSITES,OR THROUGH ITS PRODUCTS OR SERVICES, INCLUDING VIRUSES OR ANY OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES WHICH MAY HAVE BEEN OR WERE IN FACT OBTAINED VIA MTS'PRODUCTS OR SERVICES. 

MTSDOES NOT WARRANT, ASSUME LIABILITY, OR ASSUME RESPONSIBILITY AND SHALL HAVE NO LIABILITY FOR THE ACCURACY, USEFULNESS OR VALUE OF ANY CONTENT, DATA, DOCUMENTS, GRAPHICS, OR IMAGES.

MTSSHALL NOT BE LIABLE FOR THE INVASION OF PRIVACY, ATTEMPTED OR ACTUAL, THROUGH OR FROM THE USE OF ANY OF ITS PRODUCTS OR SERVICES, EVEN IF MTSWAS NOTIFIED OF THE POTENTIAL OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

MTSSHALL HAVE NO LIABILITY FOR ANY INVESTMENT DECISIONS MADE OR AGREEMENTS ENTERED IN RELIANCE ON THE INFORMATION SET FORTH HEREIN IN OR IN ANY MTSAGREEMENT, ADVERSTISEMENT, POLICY OR WEBSITE. 

notwithstanding The foregoing, in the event MTSshall be found liable to any CLIENT on any legal theory, MTS'liability shall be limited to the fees paid to MTS during the prior year. THE PARTIES TO THIS AGREEMENT AGREE THAT THE AMOUNT OF DAMAGES IN SUCH EVENT would BE difficult to quantify and the amount set herein is REASONABLE.  THE PARTIES FURTHER AGREE THAT THE CONTEMPLATED DAMAGES ARE NOT PENALTIES, BUT COMPENSATION.  THE PARTIES ALSO AGREE THAT THIS IS CLIENT'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT MTS IS LIABLE TO CLIENT UNDER ANY LEGALTHEORY.  This limitation of damages is a fundamental element of the basis of the agreement between the Client and MTS, and without this limitation MTSwould be unable to provide its Products and Services.

Indemnification.Client agrees to defend and indemnify and hold harmless MTSand MTS'affiliates, agents, parents, subsidiaries, members, MANAGERS, employees, officers, and directors from and against all liabilities, claims, demands, damages, costs, and expenses, including reasonable attorneys' fees and costs, related to or arising from the following:

  • Client's direct or indirect use of MTSProducts and/or Services (indirect use includes, but is not limited to another person, with or without your permission, accessing or using your accounts, Products and/or Services);
  • Any data files or content stored or sent by the Client directly or indirectly using MTSProducts and/or Services; and,
  • Any breach or other violation of any agreement, including the T&C Agreement, between Client and MTS.

Login Information Indemnification.  Client acknowledges that it may store information, including sensitive and confidential information and documents, through A MTS PRODUCT AND/OR SERVICE. Accordingly, Client agrees to indemnify and hold MtS and its agents harmless for any loss that may arise due to the loss, misuse or theft of information and/or documents stored within AN MTS PRODUCT AND/OR SERVICEor a Client's Login Information, including if such loss, misuse or theft is due to MTS'S own negligence.Clients further agree to indemnify and hold MTS harmless for any error, omission, change, or deletion to source code or the website's content that may affect AN MTS PRODUCT AND/OR SERVICE, including from acts of MTS'S own negligence. 

Discontinuation of Business.CLIENT HEREBY AGREES TO HOLD MTS HARMLESS FROM LOST PROFITS, CONSEQUENTIAL, DIRECT AND INDIRECT DAMAGES, AS WELL AS ANY OTHER LOSS OR DAMAGES THAT MAY ARISE OR RELATE TO MTS'S DISCONTINUATION OF BUSINESS OR AnMTS PRODUCT AND/OR SERVICE.

No Professional Advice.Client understands and agrees that MTS is not engaged in rendering legal, tax, accounting, financial or professional advice based upon its provision of any of its products and services.  if specific legal, tax, accounting, financial or other specialized or expert assistance is required, the services of a competent professional should be sought.  MTS makes no representation that it or its recommnedationS will achieve any result.

Chargeback/Stop Payment Indemnification Policy.  Chargebacks severely damage MTS and its ability to provide quality products and services at reasonable prices and, therefore, MTS has instituted the following policy (the "Chargeback Policy") to which the Client acknowledges that it has read and fully understands.  Client agrees to the terms and conditions of the Chargeback Policy set forth herein and agrees that all charges are final, and that Client has, as its sole and exclusive remedy, MTS' refund policy, as it may be applicable to Client or any warranty provided by amanufacturer.  If such provision is not enforceable, MTS requires, as a condition precedent to initiating a chargeback, the exhaustion of MTS' refund policy and documentation to substantiate any allegation of fraud to support the potential chargeback claim to the credit card company or bank.  Notwithstanding MTS' Privacy Policy, in the event that a chargeback is placed on a purchase, MTS reserves the right to report the incident for inclusion in a chargeback abuser database and to provide such database with the requested information regarding the Client, including its agents and representatives, and the subject chargeback.  Furthermore, Client agrees to indemnify MTS and hold MTS harmless, including from acts of its own negligence, as to any chargeback for any reason and MTS's associated fees for any chargeback that is requested or initiated by the Client, including an agent or representative thereof, for a purchase of Products and/or Services from MTS made by the Client's (or its agent's or representative's) credit card, gift card, or debit card.  Client agrees that this policy is fair and reasonable and is not to be construed as a penalty clause, nor against the drafter. 

Billing and Payments:
Subscription Fee and Refund Policy.Excluding the Trial Period, eachClient shall be subject to a subscription fee (the "Subscription Fee").TheSubscription Fee is charged yearly for all Products and Services (the "Subscription Period').All Subscription Fees are billed in advance and deemed earned when paid. For the initial Subscription Period, Subscription Fees are non-refundable after 60 days beyond the commencement of any Subscription Period.For each subsequent Subscription Period, the Subscription Fee is non-refundable upon payment of the Subscription Fee.  The amount of the Subscription Fee depends upon the Products and Services chosen by the Client.  All Subscription Fees may change from time to time without notice; however, any increase in Subscription Fees will not become effective until the current Subscription Period for such Client has expired and a new Subscription Period commences either by automatic renewal or otherwise. Client hereby authorizes MTS to charge the Subscription Fees, including any renewal Subscription Fee, and Initial Set Up Fee to the credit card provided by Client to be kept on file.  Client hereby understands, authorizes and agrees that the credit card on file will be automatically charged in the amount of the Subscription Fee on the anniversary date of each Subscription Period, until the subscription is cancelled.

Renewals.All Subscriptions must be renewed annually on the anniversary date of the current Subscription Period, otherwise the Subscription will automatically cancel.  Clientmust renew the subscription prior to the anniversary date of the current Subscription Period by the Web Portal and the third party merchant. If the Client does not timely cancel the subscription, then MTS will renew the subscriptionfor another Subscription Period.  Client agrees to have a credit card on file at MTS that will automatically be charged for the automaticannual renewal of the subscription.It is further agreed that, except for the initial Subscription Fees, theSubscription Feesarefully earned and nonrefundable upon payment and that the terms of this agreement shall continue to govern the Client's use of MTS's Products and Services.

Updating Information.Client agrees to promptly notify MTS of any change in information that was provided during the initial set-up of the Client's account with MTS which includes, but is not limited to, the Client's name, address, contact numbers, email address, and credit card information for the recurring Subscription Fee, as well as for any other charges that may be incurred.  Client has read and agrees to the Privacy Policy that governs the use and storage of such information.

10-Day Trial Period.MTS provides an initial 10-Day Trial Period for any of either Subscription Level(the "Trial Period") during which the Client's credit card payment is deferred.If a Client is not fully satisfied with a Subscription Product and/or Service, Client may cancel and owe nothing during this Trial Period. Upon the expiration of the Trial Period, the Client will have the option to initiate a Subscription, or cease using the Products and Services.

Cancellation During Trial Period.To cancel an existing subscription during the 60-Day Trial Period, Client must timely notify MTS of the cancellation by ____________. For a cancellation to be effective, the notice of cancellation must be received by MTS no later than midnight on the final day of the Trial Period.  The Subscription Period will commence on the day of the Cancellations.After the Trial Period or during any Subscription Period, the Client cannot cancel the subscription for that Subscription Period and is not entitled to any pro-rata refund of the Subscription Fees.

Effect of Change in Billing and Payment Terms.TheBilling and Payment Terms may be revised at any time.  The Billing and Payment Terms in effect on the effective date of the Subscription Period shall apply throughout the annual Subscription Period.  Any revision to the Billing and Payment Terms shall apply to the next Subscription Period. 

Copyrights and Intellectual Property:
Copyright.The Products and Services ofMTS are protected by federal and state copyright law. Any and all title and interest to intellectual property rights in and to MTS' Products and Services belong solely to MTS.  This T&C Agreement does not grant any rights to use such content, other than according to the terms of this T&C Agreement and other MTSAgreements and Policies, or third party agreement.  Reproducing or attempting to reproduce this content in any form other than for commercialuse by the Client is strictly prohibited. MTS' Products and Services are protected by copyright and are not to be used by Client or any other person for any reason other than its authorized purpose. MTS does not authorize the publication of its content or any other person or entity's content in or on any other media, publication, or website without express written consent.

Digital Millennium Copyright Act of1998.  In the event the Client or any other person believes that any of the Products and Services are in violation of their copyright, they may file a claim with MTS' designated Copyright Agent, pursuant to the procedure set forth in 17 U.S.C. § 512(c)(3) by sending an email to _______________.

Responsibility for Material.Client acknowledges and agrees that it is solely responsible for any and all material that is uploaded, posted, emailed, or otherwise distributed or transmitted or made available through MTS' Products and Services.  MTS expressly disclaims any ownership of content or material that the Client uploads, posts, emails, or otherwise distributes or transmits or makes available through MTS Products and Services.  All title and intellectual property rights, both in and to information and content accessible through MTS' Products and Services are the property of the respective owner and may be protected by copyright or other intellectual property laws.  The Client hereby agrees that it is its sole responsibility to acquire any and all appropriate authorizations and permissions to utilize the intellectual property of another through the Products and Services of MTS.  The Client, jointly and severally with any other person or entity (excluding MTS), further agrees to indemnify and hold harmless MTS for any and all claims that may arise due to the Client's use of infringing information, data, and/or documents through the Products and Services, including liability arising due to negligence or strict liability. 

Revocable Non-Exclusive License.In order for you to have the ability to access and use the Products and/or Services, MTS has granted the Client a limited, nontransferable, nonassignable, and non-exclusive license to certain content, software, and source code. Such items contain MTS proprietary and confidential information, such as trade secrets and intellectual property, which may not be shared or accessed without a license or in a manner that infringes upon the rights inherent in such property.  The Client agrees to comply with all terms and conditions set forth in any and all MTS Agreements and Policies and to obtain any additional software, hardware, and upgrades that may be required or permitted to properly utilize the Products and Services.  By and through this T&C Agreement, the Client also agrees to not engage in activities that infringe upon MTS' intellectual property rights, which includes but is not limited to, activities such as reverse engineering, remarketing, and decomposing.  The Client also agrees that the Products and Services are subject to the applicable export control laws and regulations of the United States.  This limited revocable license, and all rights (but not obligations to avoid infringing upon MTS's intellectual property rights) associated therewith and granted by this agreement are terminated upon the termination of this T&C Agreement.

Grant of Revocable License to Software.MTS's Products and Services are protected by copyright and other intellectual property laws.  No Product or Servicemaybe used for any purpose other than its authorized use as provided in this T&C Agreement, any other agreement between the Clientand MTS.Client hereby acknowledges and agrees that its use of any MTS Product and/or Service over any period of time gives the Clientno rights other than those rights granted by this revocable, non-transferrablelicense. Clientwill relinquish any and all licensesacquired from MTS related to any MTS Product and/or Service, including the Website Template Options, or Client's use thereof, upon termination of the related Product and/or Service. In the event a Product, Service, or subscriptionis terminated, Client must notify all relevant persons of such termination and prior to such termination, of the need to ensure that any of the intellectual property of MTS or an affiliate of MTS in its possession is deleted or returned to MTS such that such person or entity no longer has possession of such intellectual property after the termination of the license.

Use of Products and Services.  MTS licenses the use rights to certain images, photographs, and graphics contained in the Website Template Options and Articles.  However, MTS's license does not extend to the use of such images, photographs or graphs by the Client.  Accordingly, Client agrees and acknowledges that it cannot copy or otherwise use any of the images in the articles it receives through MTS.  MTS owns the license rights to the "Cartoon of the Month," which is contained in the Email Newsletter, and explicitly places Client on notice that such license is not transferred in any manner to the Client.  Client hereby agrees and acknowledges that it cannot sell, resell, copy or otherwise use the "Cartoon of the Month."  

Notwithstanding the foregoing, Clientssubscribing to Dynamic Content, Email Newsletter, and Email Marketing may publish the Articles provided through MTS's in a monthly printed newsletter to their clients if given the publication is less than 2,500 prints a month.  Clientsare not to resell, lease, distribute, or otherwise provideany or all of the Articles derived from MTS's Products and Services.  

Use of Products and Services in Blogs. MTS prohibits the use of our Products and Services in Blogs or other media, whether traditionally or untraditionally published.  MTS's policy expressly prohibits copying and pastingany of our Products or Services without first obtaining express written permission and a Blog License from MTS.  In its sole discretion, MTS may grant a non-exclusive license to permit the use of itsProducts and Services in Blogs and/or other publications for a time period, not to exceed the time period in which the Client maintains a subscription in good standing with MTS.  Such license may be provided to all or some of the Products and Services. However, immediately upon the cancellation of any or all of the Products and Servicesprovided to Client, the license is automatically revoked and all content obtained through the use of the license must be removed from the Client's website, Blog archive, any website or media in which the Product and/or Service was uploaded or provided, and any other interface the Client uses or used to access such content.

Use of Products and Services in Social Media.  Nothing in this T&C Agreement prohibits any Client or other third party from pasting the web address (directly or via hyperlink) of a Product and Service in a social media platform, provided, however, that such link directs the person who clicked such hyperlink or web address directly to the Product and Service and not a secondary website, product, and/or service that does not subscribe to MTS. 

Preservation of Products and Services.Client acknowledges that each of the Products and Services were created through the intangible and tangible assets of MTS, and the end Products and Services are the intellectual property and confidential information of MTS or has been properly licensed to MTS.  In order for Client to have access to the Products and Services, Client agrees that it will preserve the value of this intellectual property by not engaging in any activities that would duplicate, in any form, integral information of MTS through methods such as reverse engineering or otherwise duplicating or attempting to duplicate the Products and/or Services of MTSin anyway. Client acknowledges that certain Products and Services will permit access by third parties to the Products and Services.  Accordingly, Client hereby agrees that it will not provide access to MTS's Products and Services to third parties unless and until it obtains such party's agreement that neither it, nor any of its agents or clients will engage in any activities prohibited by this T&C Agreement, or any other Service to Client agreement or policy.Clienthereby indemnifies MTS from any and all liability arising from the improper and/or unlawful use of the Products and Services by Client or any entity or person to which the Clienthas provided or aided in providing access, either intentionally or unintentionally, to such Products and Services.

Privacy:
Privacy Policy.Client agrees that it has reviewed and will periodically review MTS'Privacy Policy (the "Privacy Policy").  You agree that MTS'may use and disclose Client's information in accordance with the Privacy Policy, and as amended, barring any subsequent notification by you under the procedures set forth in the privacy policy.

Data Security.MTS will use reasonable efforts to restrict access to data, the stored through theWeb Portal and/or MTS App.  MTSwill only provide such information at the Client's request, to monitor the performance or to upgrade the Products and Services, or if required by court order or law. 

Modifications to this Agreement:
Generally.MTS reserves the right, in its sole discretion or if required by law, to provide notices and to alter, amend, modify delete, and add to this T&C Agreement, and any other agreement or policy, by posting the notices or revisions online.  Client agrees to periodically review MTS's websites, policies, and agreements for updates.  In addition, MTS may choose to eliminate certain service plans or pricing plans by posting such notice online.  In addition, Client agrees that MTS may cease, terminate, or modify its websites without prior notice and for any reason.  Client's continuation of use of MTS's Products and Services after the posted change constitutes your acceptance of the new and/or modified terms, plans, policies, and/or agreements. At any time this agreement can be obtained by contacting info@MTS.com or faxing the request for a copy with the account number 214-343-9197. The use of any product or subscription service after the change date will constitute the Client'sapproval of the changed agreement.

Notice.  Any notice given by MTS to the Client pursuant to this agreement shall be properly given if sent to the email address provided during the Initial Registration,  as updated from time to time or by first class mail to the mailing address provided to MTS during the Initial Registration, as updated from time to time.  It is the sole responsibility of the Client to update such information as needed.  Client may give notice to MTS by sending an email, with the account number in the subject line, to _______________ or faxing the notice, with the account number, to________________.  Notwithstanding the foregoing, Client's notice of cancellation of any Product or Service must be done by___________________________________, to obtain the cancellation information, executing the required documents and sending them back to MTS.

Miscellaneous Provisions:
Severability.  If any provision herein is deemed illegal, invalid or unenforceable, or inconsistent with the laws, regulations, ordinances of the applicable government or state, remaining provisions shall not be affected thereby, and shall remain valid and enforceable. 

Remedy for Breach.Breach of the T&C Agreement, or any other MTSagreement or policy gives MTSthe right to terminate any and all agreements, Products and Services, and to recover any and all damages, including reasonable attorney's fees. Such provision does not limit in anyway MTS's right to seek any other remedy that may be available to MTS.

Merger.This agreement, including the documents, agreements and policies incorporated by reference and as amended, constitute the entire agreement between the parties. 

Assignment and Transferability.MTSmay freely assign this T&C Agreement, and its other agreements and policies.  Client, however, may not transfer or assign any rights, duties, or obligations under this or any agreement between the Client and MTS.  Any attempted resale, sublicensing, assignment or transfer of the Products and Services to another without MTS'express written consent is considered strictly prohibited and is a breach of this agreement. 

No Waiver.Anyfailure by MTS to require strict performance of any term of the T&C Agreement, or any other MTS agreement or policy, shall not constitute a waiver of itsright to do so.

Governing Law.This agreement will be governed by the laws of the State of Texas. The terms and conditions of the T&C Agreement are always subject to the laws of the State of Texas, which shall prevail if inconsistent with any terms or conditions herein, and this Agreement shall be construed as if the provisions of such laws or ordinances were written herein.  The parties hereby designate Dallas County as having proper jurisdiction and proper venue as the Dallas County District and County Courts at Law, as well as the United States District Court for the Northern District of Texas. Such designation of jurisdiction and venue shall be applied without regard to conflict of laws principles.  Texas substantive and procedural law shall govern, construe and enforce all rights and duties of the parties arising from or relating in any way to the subject matter of this T&C Agreement.

Alternative Dispute Resolution.  Should a dispute arise out of the T&C Agreement or acts or omissions related thereto, and if the dispute cannot be settled through negotiations held in good faith for at least fourteen (14) days, the parties agree to attempt, in good faith, to settle the dispute through mediation to be held no later than thirty (30) after the cessation of negotiations.  The mediation is a condition precedent to arbitration, litigation or other dispute resolution procedure.The mediation shall be held in Dallas County, Texas and shall be mediated by through a professional mediator and/or arbitrator.  The fees for the mediation shall be borne equally by the parties.

          Arbitration. In the event a dispute is not resolved by mediation, or if the parties otherwise agree, it is hereby agreed that the dispute shall be referred to JAMS, which is aprofessional arbitration association in Dallas County, Texas to be decided by a single arbitrator in accordance with the Texas General Arbitration Act.  If both parties agree to arbitration, and the amount to be arbitrated is less than $10,000.00, the arbitration association used must offer an online, telephone or by mail resolution options.  The arbitrator's decision shall be final and legally binding and judgment may be entered thereon.  Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration.  Should a party fail to proceed with arbitration, unsuccessfully challenge the arbitrator's award, or fail to comply with the arbitrator's award, the other party is entitled to recover its costs of suit, including a reasonable attorney's fee for having to compel arbitration or defend or enforce the arbitration award.