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Safety 49 Compliance LLC

Safety 49 Compliance LLC Safety 49 Compliance LLC Safety 49 Compliance LLC
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  • TRAINING
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Service Agreement

Professional Services Agreement – Version 3.0

ONLINE PROFESSIONAL SERVICES AGREEMENT


Safety 49 Compliance LLC

Transportation Regulatory Compliance & Consulting Services

Florida-Based Remote Services Provider

Version 3.0 — App / Click-Through Edition

Effective for engagements initiated on or after the date of publication in the Safety 49 app, website, intake portal, or other electronic system.


IMPORTANT NOTICE


This Agreement is a current working version. Safety 49 Compliance LLC may issue updated versions from time to time; the version in effect at the time of acceptance governs the engagement.


This Agreement contains important provisions affecting legal rights, including electronic contracting terms, payment terms, non-refundability, indemnification, limitation of liability, arbitration, waiver of jury trial, data-use provisions, and disclaimers of warranties and results.


1. PARTIES; ONLINE ACCEPTANCE


This Online Professional Services Agreement, together with any invoice, fee quote, intake form, acknowledgment, order page, scope description, electronic communication, or other written or electronic record issued or accepted by Safety 49 Compliance LLC, governs the relationship between:


Service Provider: Safety 49 Compliance LLC, a Florida limited liability company operating as an internet-based, remote transportation regulatory compliance and consulting services provider, referred to in this Agreement as “Company,” “Safety 49,” “we,” “us,” or “our.”


and


Client: The individual, business, motor carrier, owner-operator, shipper, broker, driver, regulated entity, representative, or other person or organization that accesses, submits information through, requests services through, pays for services through, or electronically accepts this Agreement through any Company-operated website, application, intake system,


submission portal, form, payment flow, messaging process, or other electronic system, referred to in this Agreement as “Client,” “you,” or “your.”


By clicking “I Agree,” checking an acceptance box, tapping an acceptance button, typing your name, submitting a request for services, uploading information, making payment, authorizing payment, or otherwise taking an affirmative action showing acceptance through any Company-operated electronic system, you acknowledge that you have read, understood, and agreed to be bound by this Agreement.


Your electronic acceptance has the same legal effect as a handwritten signature.


2. ELECTRONIC CONTRACTING; APP-BASED ACCEPTANCE


Client agrees to conduct business with Company electronically. Client consents to the use of electronic signatures, electronic records, electronic notices, electronic acknowledgments, electronic invoices, electronic payment authorizations, and electronic communications.


Client agrees that any of the following actions may constitute valid acceptance of this Agreement:


1. clicking an “I Agree,” “Accept,” “Submit,” “Continue,” “Authorize,” or similar button;


2. checking a box indicating agreement;


3. typing a name, initials, email address, phone number, company name, USDOT number, MC number, or other identifying information;


4. submitting a request for services;


5. uploading documents, images, photographs, videos, records, or other information;


6. making or authorizing payment;


7. continuing to use Company’s app, website, intake system, or submission portal after being presented with this Agreement; or


8. otherwise affirmatively indicating consent through an electronic process.


Company may maintain electronic records of Client’s acceptance, including date and time stamps, version number, account information, email address, phone number, IP address, device information, payment records, intake responses, uploaded materials, audit logs, system logs, and other transaction records.


Client agrees that such electronic records are admissible and enforceable evidence of Client’s acceptance, authorization, identity, and consent.


3. CLIENT AUTHORITY


If the person accepting this Agreement does so on behalf of a business, motor carrier, owner-operator, driver, shipper, broker, employer, fleet, regulated entity, or other organization, that person represents and warrants that they have authority to bind that person or organization.


If the person accepting this Agreement does not have authority to bind the identified Client, that person accepts personal responsibility for the obligations incurred, including payment obligations, indemnification obligations, and responsibility for the accuracy and legality of all submitted information.


Client represents and warrants that all information provided through Company’s app, website, intake system, or other communication channel is complete, accurate, authorized, and not misleading.


4. NATURE OF COMPANY’S SERVICES


Company provides transportation regulatory compliance and consulting services. Services may include advisory, intake, review, preparation, documentation, support, analysis, coordination, and consulting services relating to transportation regulatory compliance matters.


Services may relate to, among other things:


1. transportation safety and regulatory matters;


2. motor carrier compliance;


3. Department of Transportation and related agency matters;


4. Federal Motor Carrier Safety Administration matters;


5. hazardous materials and dangerous goods compliance;


6. driver qualification, licensing, medical certification, training, and recordkeeping;


7. hours-of-service compliance, electronic logging, and duty-status records;


8. drug and alcohol testing program support;


9. carrier registration, operating authority, and insurance filing issues;


10. audit preparation, mock audits, audit support, and post-audit remediation;


11. inspection reports, violations, challenges, appeals, and correction processes;


12. crash event documentation and crash-related regulatory support;


13. safety performance management and related profile or measurement-system issues;


14. compliance program development, policy drafting, written training materials, and recordkeeping systems;


15. cross-border, intermodal, brokerage, and related operational compliance matters; and


16. any other transportation, safety, regulatory, or compliance matter that Company agrees to undertake.


Company may accept, decline, narrow, expand, suspend, or terminate any engagement in its sole discretion.


No submission through Company’s app, website, intake system, form, payment page, or communication channel obligates Company to accept any particular matter.


5. REMOTE SERVICES ONLY


Company is an internet-based, Florida-based remote service provider.


Unless Company expressly agrees otherwise in writing, all Services are provided remotely. Company is not required to travel, appear in person, attend hearings, inspect vehicles, inspect premises, meet with regulators, meet with law enforcement, appear in court, appear at an administrative proceeding, or provide on-site services.


Company may use email, app messaging, web forms, phone calls, video calls, document portals, electronic signatures, electronic payment systems, third-party platforms, and other remote tools to provide Services.


Client acknowledges that remote services may involve limitations, including reliance on Client-provided information, limitations on verification, limitations on access to third-party records, limitations on direct contact with regulators or third parties, and dependence on electronic systems.


6. NO LEGAL SERVICES; NO ATTORNEY-CLIENT RELATIONSHIP


Company is not a law firm and does not provide legal advice, legal representation, legal opinions, or services requiring a license to practice law.


Nothing in this Agreement, the Services, Company’s app, Company’s website, intake materials, communications, reports, recommendations, document preparation, regulatory support, or other work creates an attorney-client relationship.


Company does not file pleadings, issue subpoenas, represent Client in court, represent Client in arbitration, provide legal opinions, or act as Client’s attorney.


Client is encouraged to consult independent legal counsel for any matter involving legal rights, litigation, subpoenas, formal discovery, regulatory enforcement, administrative hearings, penalties, criminal exposure, employment law, privacy law, consumer protection law, contract interpretation, or other legal matters.


7. SCOPE OF ENGAGEMENT


The specific scope, deliverables, timing, and price for any engagement are determined by Company and communicated through an invoice, quote, app screen, intake process, email, message, written communication, or other electronic record.


Client understands that:


1. submitting a request does not guarantee that Company will accept the matter;


2. payment does not guarantee any specific result;


3. Company may require additional information before beginning or continuing work;


4. Company may decline a matter if it determines that the matter presents legal, regulatory, operational, reputational, payment, sanctions, export-control, or ethical concerns;


5. Company may limit the scope of any engagement; and


6. Company is not obligated to perform any service outside the agreed scope.


If Client requests additional work outside the agreed scope, Company may require a separate quote, authorization, and payment before performing such additional work.


8. CLIENT RESPONSIBILITIES


Client agrees to:


1. provide complete, accurate, current, and timely information;


2. provide all documents, records, photographs, videos, communications, driver information, vehicle information, regulatory documents, payment information, and other materials reasonably required by Company;


3. promptly correct any inaccurate, incomplete, outdated, false, misleading, altered, or unauthorized information;


4. obtain all required consents, authorizations, notices, releases, and permissions from drivers, employees, contractors, owner-operators, representatives, affiliates, customers, patients, passengers, witnesses, and other third parties whose information is submitted to Company;


5. use Company’s app, website, intake system, and submission tools only for lawful and authorized purposes;


6. refrain from submitting false, fraudulent, altered, forged, incomplete, illegally obtained, or unauthorized materials;


7. cooperate in good faith with Company;


8. respond promptly to requests for information;


9. review all deliverables, recommendations, and communications for accuracy and suitability before relying on them;


10. comply with all applicable laws and regulations;


11. maintain its own regulatory compliance obligations;


12. consult legal counsel when appropriate; and


13. pay all amounts due.


Client acknowledges that Company’s ability to perform Services depends heavily on the accuracy, completeness, and timeliness of information provided by Client.


9. CLIENT-SUBMITTED INFORMATION


Client is solely responsible for all information, documents, data, photographs, videos, recordings, messages, forms, records, authorizations, and other materials submitted to Company by or on behalf of Client.


Client represents and warrants that:


1. Client has the legal right to submit all materials provided to Company;


2. all submitted materials are accurate and complete to the best of Client’s knowledge;


3. submitted materials have not been altered in a misleading or fraudulent way;


4. Client has obtained all required permissions from third parties;


5. Client’s submission does not violate privacy laws, employment laws, driver rights, confidentiality obligations, data protection laws, or contractual restrictions;


6. Client has authority to authorize Company to use the submitted materials for the Services; and


7. Client will not submit any material that Client knows or should know is false, misleading, forged, fraudulent, unlawfully obtained, or unauthorized.


Company may rely on Client-submitted information without independent verification.


Company is not responsible for losses, penalties, fines, claims, damages, regulatory outcomes, or other consequences arising from inaccurate, incomplete, delayed, misleading, altered, unauthorized, or unlawful information provided by Client or on Client’s behalf.


10. DRIVER, EMPLOYEE, CONTRACTOR, AND THIRD-PARTY CONSENT


Client is responsible for obtaining all necessary consents, authorizations, notices, and releases from any driver, employee, contractor, owner-operator, applicant, customer, passenger, witness, affiliate, representative, or other third party whose information is submitted to Company.


This includes, where applicable, consent to submit and use:


1. names;


2. contact information;


3. license information;


4. medical-card information;


5. driver qualification information;


6. employment information;


7. drug and alcohol testing information;


8. photographs;


9. videos;


10. voice recordings;


11. signatures;


12. personally identifying information;


13. protected or sensitive information;


14. crash-related information;


15. inspection or violation records;


16. location information;


17. telematics information; and


18. other records or materials relating to the engagement.


Company may require direct consent, written authorization, identity verification, or additional documentation from a driver, employee, contractor, or other third party before using certain information or performing certain work.


Client agrees that Company may refuse to process, use, retain, or act on information if Company determines that consent, authorization, legal authority, or documentation is insufficient.


Client shall indemnify Company against claims arising from Client’s failure to obtain required consent, authorization, notice, or permission.


11. RECORDS HELD BY CLIENT, DRIVERS, EMPLOYEES, OR THIRD PARTIES


Client shall provide all records within Client’s possession, custody, or control that are necessary or useful for the engagement.


Where relevant records are held by Client’s drivers, employees, contractors, or other individuals, Client is responsible for requesting and obtaining those records directly from those individuals, with any required consent or authorization.


Company is not authorized to obtain private medical records, personal device contents, private communications, protected health information, employment records, or other legally restricted information unless appropriate authorization, legal authority, or consent exists.


Company does not issue subpoenas, conduct formal discovery, compel third parties to produce records, or perform legal evidence-gathering functions.


In the absence of pending litigation, subpoena authority, court order, signed authorization, or other lawful basis, Company’s record-review work is generally limited to:


1. public records;


2. records provided by Client;


3. records voluntarily provided by drivers, employees, contractors, or other individuals with consent;


4. records lawfully available to Client;


5. records released by third parties based on proper authorization; and


6. records Company can lawfully access or review.


12. FEES AND PAYMENT


Company’s fees are quoted, invoiced, and payable as stated in the applicable invoice, fee quote, app screen, order page, intake flow, email, message, or other written or electronic communication.


Unless Company expressly agrees otherwise in writing, payment is due in full before Company begins Services.


Company may accept or decline any payment method in its sole discretion.


Company may require payment by credit card, debit card, ACH, wire transfer, payment processor, online payment link, or other authorized method.


Cash, cryptocurrency, informal money-transfer services, or other nonstandard payment methods are not accepted unless Company expressly authorizes them in writing.


Client authorizes Company and its payment processors to process payments, retain payment records, verify payment status, and take commercially reasonable actions to collect amounts due.


13. PER-MATTER, PER-CASE, TIERED, AND RECURRING SERVICES


Company may offer Services on a per-case, per-matter, tiered, subscription, recurring, or retainer basis.


For per-case or per-matter engagements, Company will communicate the fee before beginning work. Submission of a request through Company’s app, website, intake system, or communication channel is only a request for services and does not obligate Company to begin work.


For tiered services, the selected service tier controls the scope of work. Company is not required to perform services outside the selected tier unless separately agreed and paid for.


For retainer, subscription, or recurring engagements, fees are billed in advance unless Company states otherwise. Retainer, subscription, and recurring fees are non-refundable for periods already commenced, except where Company expressly agrees otherwise in writing.


Either party may cancel a recurring engagement upon thirty days’ written notice, unless a different cancellation period is stated in the applicable quote, invoice, subscription terms, or written communication.


14. SPLIT PAYMENT OR HARDSHIP ARRANGEMENTS


Company may, in its sole discretion, offer a split-payment or hardship-payment arrangement.


Unless Company states otherwise in writing:


1. seventy-five percent of the total fee is due before work begins; and


2. the remaining twenty-five percent is due within seven calendar days after Company gives notice that the Services are complete.


Company may withhold reports, findings, deliverables, recommendations, documents, submissions, or other work product until full payment is received.


If Client fails to pay the remaining balance when due, Company may suspend the engagement, withhold deliverables, terminate the engagement, and retain all amounts earned for work performed.


15. NON-REFUNDABLE FEES


All fees paid to Company are non-refundable unless Company expressly states otherwise in writing.


Client acknowledges that Company may begin work, reserve time, review submissions, analyze materials, incur costs, decline other work, use internal resources, or perform preparatory work in reliance on Client’s request and payment.


Fees are earned when Company begins work, reserves resources, reviews submitted materials, opens a matter, performs intake, evaluates the request, provides guidance, prepares communications, or otherwise acts in reliance on Client’s request.


If Company declines to accept a submitted matter before commencing work, Company may refund amounts paid for that declined matter within a reasonable time.


No refund is owed because Client is dissatisfied with the result, receives an unfavorable regulatory outcome, no longer needs the service, fails to provide information, changes its mind, submits inaccurate information, fails to respond, or obtains services from another provider.


16. LATE PAYMENTS; COLLECTION COSTS


Amounts not paid when due accrue interest at the lesser of:


1. one and one-half percent per month; or


2. the maximum rate permitted by applicable law.


Client is responsible for all collection costs incurred by Company, including reasonable attorney’s fees, court costs, arbitration costs, collection agency fees, payment-processor fees, chargeback fees, bank fees, currency-conversion losses, and other costs incurred in collecting unpaid amounts.


If Client initiates a chargeback, payment dispute, reversal, refund request, or similar payment challenge after Company has begun or completed work, Client remains responsible for all amounts due unless Company expressly agrees otherwise in writing.


17. CURRENCY; TAXES; PAYMENT PROCESSING


Unless Company expressly agrees otherwise in writing, all fees are quoted, invoiced, and payable in United States Dollars.


Client is responsible for all taxes, bank fees, payment processor fees, foreign transaction fees, intermediary fees, currency-conversion costs, exchange-rate losses, and similar charges.


Payments must be received by Company net of all fees and deductions.


If any tax, withholding, deduction, or fee reduces the amount received by Company, Client shall pay additional amounts necessary so that Company receives the full quoted amount.


18. NO GUARANTEE OF RESULTS


Company does not guarantee any specific outcome, result, regulatory determination, safety rating, compliance status, enforcement result, audit result, inspection result, violation removal, crash preventability determination, appeal result, administrative result, agency action, business result, financial result, or legal result.


Client acknowledges that outcomes may depend on many factors outside Company’s control, including:


1. regulatory discretion;


2. agency rules, systems, backlogs, policies, and interpretations;


3. completeness and accuracy of Client’s records;


4. actions or omissions by Client;


5. actions or omissions by drivers, employees, contractors, or third parties;


6. government portals, databases, and technology systems;


7. timing of submissions;


8. applicable law;


9. facts of the matter;


10. prior violations or safety history;


11. agency or enforcement priorities; and


12. other circumstances beyond Company’s control.


Company’s recommendations, guidance, reviews, drafts, forms, submissions, reports, and communications are provided for general transportation regulatory compliance consulting purposes only.


19. DISCLAIMER OF WARRANTIES


To the fullest extent permitted by law, Company provides all Services, materials, communications, app functions, website functions, intake systems, reports, recommendations, and deliverables on an “as is” and “as available” basis.


Company disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, uninterrupted availability, error-free operation, and suitability for Client’s particular circumstances.


Company does not warrant that:


1. any Service will achieve a desired result;


2. any submission will be accepted by a regulator;


3. any regulatory issue will be resolved;


4. any government system will function properly;


5. any app, website, or third-party platform will be uninterrupted or error-free;


6. any information provided by Client or third parties is accurate;


7. any recommendations will prevent fines, penalties, violations, crashes, audits, enforcement actions, or other losses; or


8. any data, record, or communication will be preserved indefinitely.


20. INDEMNIFICATION BY CLIENT


To the fullest extent permitted by law, Client shall defend, indemnify, and hold harmless Company and its members, managers, officers, employees, contractors, subcontractors, agents, representatives, vendors, service providers, payment processors, successors, and


assigns from and against any and all claims, demands, actions, causes of action, disputes, investigations, audits, proceedings, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, expenses, and attorney’s fees arising out of or relating to:


1. Client’s breach of this Agreement;


2. Client’s violation of law;


3. Client’s negligence, misconduct, fraud, misrepresentation, omission, or wrongful act;


4. inaccurate, incomplete, false, misleading, altered, forged, unauthorized, or unlawful information submitted by or on behalf of Client;


5. Client’s failure to provide timely information, documents, records, or access;


6. Client’s failure to obtain required consent, authorization, notice, release, or permission from any driver, employee, contractor, owner-operator, customer, passenger, witness, affiliate, representative, or other third party;


7. claims by drivers, employees, contractors, owner-operators, customers, passengers, witnesses, affiliates, representatives, or other third parties whose information was submitted by or on behalf of Client;


8. Client’s use, misuse, reliance on, or implementation of Company’s Services, recommendations, communications, reports, forms, documents, or deliverables;


9. any regulatory action, audit, inspection, investigation, enforcement action, fine, penalty, downgrade, adverse rating, warning, violation, citation, order, or determination involving Client;


10. Client’s failure to comply with transportation, safety, employment, privacy, data protection, consumer protection, tax, payment, or other applicable laws;


11. Client’s use of Company’s app, website, intake system, submission portal, forms, payment systems, or communication channels;


12. Client’s violation of any third-party rights, including privacy, publicity, intellectual property, confidentiality, employment, contractual, or data-protection rights;


13. payment disputes, chargebacks, reversals, insufficient funds, or unauthorized payment claims caused by Client or someone acting on Client’s behalf;


14. sanctions, export-control, anti-corruption, cross-border, tax, customs, or international compliance issues involving Client;


15. Client’s internal allocation, deduction, reimbursement, payroll, chargeback, or cost-sharing arrangements with drivers, employees, contractors, affiliates, customers, or other persons; and


16. any claim arising from facts, records, operations, vehicles, drivers, personnel, transactions, or regulatory matters belonging to or involving Client.


Client’s indemnification obligations include the duty to pay reasonable attorney’s fees, expert fees, investigation costs, court costs, arbitration costs, settlement amounts, judgments, penalties, and other expenses.


Company may select counsel reasonably acceptable to Company. Client may not settle any claim in a manner that imposes liability, admission, obligation, restriction, payment, or reputational harm on Company without Company’s prior written consent.


Client’s indemnification obligations survive termination, expiration, cancellation, completion of Services, and any payment dispute.


21. LIMITATION OF LIABILITY


This section is intended to allocate risk between Client and Company and is an essential basis of the bargain between the parties.


To the fullest extent permitted by law, Company’s total cumulative liability arising out of or relating to this Agreement, the Services, Company’s app, Company’s website, intake systems, communications, payments, data handling, recommendations, reports, deliverables, or any related matter shall not exceed the greater of:


1. the total fees actually paid by Client to Company for the specific engagement giving rise to the claim; or


2. Five Hundred Dollars.


If any limitation of liability in this Agreement is found unenforceable in whole or in part, Company’s liability shall be limited to the maximum extent permitted by applicable law, and no unenforceable limitation shall be construed to increase Company’s liability beyond what applicable law requires.


In no event shall Company be liable for indirect, incidental, consequential, special, exemplary, enhanced, or punitive damages, including lost profits, lost revenue, lost business opportunity, loss of goodwill, loss of data, business interruption, regulatory fines, regulatory penalties, increased insurance costs, adverse safety ratings, failed audits,


enforcement consequences, reputational harm, or damages arising from Client’s operational, regulatory, employment, driver, vehicle, or business decisions.


The limitations in this section apply regardless of the theory of liability, including contract, tort, negligence, strict liability, statute, equity, indemnity, warranty, misrepresentation, or any other legal or equitable theory.


The limitations apply even if Company was advised of the possibility of such damages and even if a limited remedy fails of its essential purpose, except to the extent prohibited by applicable law.


Nothing in this Agreement limits liability where such limitation is not permitted by applicable law.


22. CONSUMER, INDIVIDUAL, AND OWNER-OPERATOR ACKNOWLEDGMENT


Some Clients may be individuals, sole proprietors, owner-operators, small businesses, or persons acting partly for personal, household, employment, or consumer-related purposes.


If Client is an individual, sole proprietor, owner-operator, or consumer under applicable law, Client acknowledges that:


1. Client has had an opportunity to review this Agreement before accepting it;


2. Client may choose not to use Company’s Services if Client does not agree;


3. Client may consult an attorney before accepting;


4. the Services are offered remotely through an electronic platform;


5. the Agreement includes important limitations of liability, indemnification obligations, arbitration terms, and waiver of jury trial;


6. Company’s fees reflect the risk allocation in this Agreement;


7. Company does not guarantee any outcome;


8. Company does not provide legal services; and


9. Client’s acceptance is voluntary.


No provision of this Agreement is intended to waive rights that cannot be waived under applicable consumer protection law.


If any provision is determined unenforceable against an individual or consumer Client, that provision shall be enforced to the maximum extent permitted by law, and the remainder of the Agreement shall remain in effect.


23. THIRD-PARTY PLATFORMS, GOVERNMENT SYSTEMS, AND SERVICE PROVIDERS


Company may use third-party vendors, software, hosting providers, app platforms, payment processors, communication platforms, cloud storage providers, automation tools, artificial-intelligence tools, optical character recognition tools, data processors, analytics providers, and other service providers.


Company may also rely on government portals, public databases, agency systems, regulator websites, third-party data sources, and external communication systems.


Company is not responsible for:


1. outages;


2. errors;


3. delays;


4. downtime;


5. data loss;


6. data breaches;


7. payment processor issues;


8. government portal failures;


9. inaccurate third-party data;


10. regulator delays;


11. messaging failures;


12. email filtering;


13. platform restrictions;


14. software bugs;


15. cyberattacks;


16. unauthorized access caused by third parties;


17. system maintenance; or


18. acts or omissions of third-party providers.


Company may change vendors, platforms, systems, tools, workflows, and technical processes at any time.


24. CONFIDENTIALITY


Each party agrees to keep confidential non-public, proprietary, sensitive, or confidential information disclosed by the other party in connection with the Services.


Company may disclose Client information:


1. as necessary to perform the Services;


2. to Company’s employees, contractors, vendors, platforms, service providers, and professional advisers;


3. to regulators, agencies, portals, or third parties as authorized by Client or reasonably necessary for the engagement;


4. as required by law, subpoena, court order, regulator request, or legal process;


5. to collect unpaid amounts;


6. to enforce this Agreement;


7. to defend against claims; or


8. with Client’s consent.


Confidentiality obligations do not apply to information that is publicly available, independently developed, lawfully received from another source, already known without restriction, or required to be disclosed by law.


Confidentiality obligations survive termination for three years, except trade secrets and Company proprietary information remain protected for so long as permitted by law.


(Continued below — Sections 25 to 52.)


Service Agreement

Professional Services Agreement – Continued

25. COMPANY WORK PRODUCT AND INTELLECTUAL PROPERTY


All Company methods, processes, procedures, templates, forms, checklists, training materials, software, source code, application code, workflows, user-interface designs, intake questions, app screens, website content, text, graphics, logos, branding, reports,


analytical approaches, internal systems, automations, prompts, tools, business methods, document structures, and other materials developed, used, maintained, or provided by Company are the sole and exclusive property of Company.


Client receives only a limited, revocable, non-exclusive, non-transferable license to use final deliverables provided by Company for Client’s internal business or compliance purposes.


Client shall not copy, scrape, reverse-engineer, decompile, reproduce, resell, redistribute, publish, frame, mirror, modify, train artificial-intelligence systems on, or create derivative works from Company’s materials without Company’s prior written consent.


No ownership interest in Company’s intellectual property, work product, software, app, website, business methods, templates, or proprietary materials is transferred to Client.


26. LICENSE TO USE CLIENT-SUBMITTED CONTENT


Client grants Company a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, store, process, transmit, display, analyze, summarize, transform, extract data from, and create work product from Client-submitted materials for purposes of:


1. providing Services;


2. operating Company’s app, website, intake system, and business systems;


3. communicating with Client;


4. preparing reports, forms, analyses, recommendations, submissions, and deliverables;


5. maintaining records;


6. improving Company’s services, systems, and processes;


7. complying with law;


8. enforcing this Agreement;


9. defending against claims; and


10. other lawful business purposes consistent with this Agreement.


Client represents that Client has authority to grant this license.


This license continues as needed for Company to retain records, comply with law, enforce rights, defend claims, maintain business records, and preserve work product.


27. DATA PROCESSING; PRIVACY; SECURITY


Company may collect, receive, store, use, process, transmit, analyze, and retain information submitted by or on behalf of Client, including personal information, business information, regulatory information, driver information, vehicle information, operational information, images, documents, metadata, payment information, and system records.


Company implements commercially reasonable safeguards appropriate to its business and the nature of the information processed.


Client acknowledges that no electronic system is perfectly secure and that Company does not guarantee absolute security.


If Company determines that a security incident requires legal notice, Company will provide notice as required by applicable law.


Client is responsible for ensuring that Client’s own submission of information to Company complies with applicable privacy, employment, consumer, driver, data-protection, and confidentiality laws.


28. PHOTOGRAPHS, IMAGES, BIOMETRIC INFORMATION, AND TEXT EXTRACTION


Client may submit photographs, scanned documents, identification documents, driver’s licenses, medical cards, permits, certificates, inspection reports, crash documents, vehicle documents, or other images.


Company may use optical character recognition, image review, document classification, text extraction, automation, or similar tools to process submitted images.


Where photographs or images are submitted only for text extraction, Company may retain extracted text data and may delete or discard the source image after extraction, unless the image is needed for the engagement, required for records, required for legal compliance, required for dispute resolution, or otherwise retained under Company’s standard practices.


Client is responsible for obtaining any required consent before submitting images of drivers, employees, contractors, or other individuals.


Company does not intentionally collect biometric identifiers for the purpose of identifying individuals unless expressly disclosed or required for a specific engagement.


29. ANONYMIZED AND AGGREGATED DATA; AI AND AUTOMATION


Company may use anonymized, de-identified, or aggregated data derived from submissions, records, communications, workflows, and service history for lawful business purposes, including:


1. internal quality improvement;


2. statistical analysis;


3. employee or contractor training;


4. service improvement;


5. system testing;


6. development and evaluation of automation tools;


7. improvement of optical character recognition and document-classification tools;


8. improvement of artificial-intelligence tools used by Company;


9. business analytics; and


10. compliance trend analysis.


Company will not sell identifiable Client data to unaffiliated third parties without Client’s consent, except as required by law, legal process, or in connection with a permitted business transfer.


Client may opt out of the use of identifiable submissions for training Company’s automated or artificial-intelligence systems by written request. Any opt-out applies prospectively to submissions made after Company receives and processes the request.


This section does not restrict Company’s right to use anonymized, de-identified, or aggregated data that does not identify Client or any individual.


30. DATA RETENTION; ACCESS; DELETION REQUESTS


Company may retain submissions, communications, invoices, payment records, system logs, acceptance records, work product, reports, metadata, extracted information, and


associated records in accordance with Company’s standard retention practices, legal obligations, business needs, and dispute-resolution needs.


Client may request a copy of structured information submitted by Client, subject to Company’s right to withhold or redact Company’s confidential work product, internal notes, proprietary methods, analysis, templates, system information, and privileged or legally restricted information.


Client may request deletion of personally identifying information. Company may deny or limit deletion requests where retention is necessary for legal compliance, payment records, dispute resolution, regulatory purposes, fraud prevention, business records, contract enforcement, archival purposes, or protection of Company’s rights.


31. CROSS-BORDER DATA TRANSFER


Client acknowledges that information submitted to Company may be transferred to, stored in, accessed from, and processed in the United States and other jurisdictions where Company or its service providers operate.


By submitting information, Client consents to such transfer, storage, access, and processing.


Client represents that Client has obtained any consent required from drivers, employees, contractors, customers, or other individuals before submitting their information to Company.


32. TERM AND TERMINATION


This Agreement begins when Client electronically accepts it, submits a request, makes payment, or otherwise engages Company, whichever occurs first.


This Agreement continues until the Services are completed, terminated, or superseded by a later accepted version.


Company may terminate, suspend, or decline Services immediately if:


1. Client fails to pay amounts due;


2. Client fails to provide required information;


3. Client provides inaccurate, incomplete, false, misleading, altered, or unauthorized information;


4. Client breaches this Agreement;


5. Client acts abusively, unlawfully, dishonestly, or unprofessionally;


6. continuing the engagement may require Company to violate law;


7. the matter presents unacceptable legal, regulatory, payment, reputational, operational, sanctions, export-control, or safety risk;


8. Company determines that legal counsel is required;


9. Company determines that the requested service is outside Company’s scope; or


10. Company otherwise determines, in its sole discretion, that termination is appropriate.


Client may terminate an engagement upon fifteen days’ written notice, unless a different termination period applies to a subscription, retainer, or recurring engagement.


Upon termination, all unpaid fees become immediately due. Company may withhold deliverables until all amounts owed are paid.


33. SURVIVAL


Any provision that by its nature should survive termination shall survive.


Without limiting the foregoing, the following provisions survive termination, cancellation, expiration, completion of Services, payment disputes, and closure of Client’s account:


1. payment obligations;


2. non-refundability;


3. collection costs;


4. client responsibilities;


5. client-submitted information;


6. driver and third-party consent;


7. no guarantee of results;


8. disclaimer of warranties;


9. indemnification;


10. limitation of liability;


11. confidentiality;


12. Company work product and intellectual property;


13. license to use submitted content;


14. data retention;


15. dispute resolution;


16. arbitration;


17. jury waiver;


18. notices;


19. governing law;


20. international provisions;


21. general provisions; and


22. any other provision intended to survive.


34. GOVERNING LAW


This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law rules.


Client agrees that Florida law applies regardless of Client’s location, place of residence, place of business, place of operation, location of vehicles, location of drivers, place of payment, or place from which Client accesses Company’s app, website, or systems.


35. GOOD-FAITH NEGOTIATION


Before filing arbitration or legal action, the parties agree to attempt in good faith to resolve any dispute by written notice and negotiation for thirty days.


The written notice must describe the dispute, the requested relief, and the factual basis for the claim.


This negotiation requirement does not prevent either party from seeking emergency injunctive relief, pursuing collection of undisputed amounts, responding to legal process,


preserving rights before a deadline, or taking action where delay would cause material prejudice.


36. ARBITRATION


Except for claims that may be brought in small claims court, claims for injunctive relief, collection of undisputed amounts, or claims that cannot legally be arbitrated, any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, Company’s app, Company’s website, electronic acceptance, payments, data processing, communications, or any related matter shall be resolved by binding arbitration.


The arbitration shall be administered by the American Arbitration Association under its applicable commercial or consumer arbitration rules, depending on the nature of the Client and claim.


The arbitration shall be conducted in Florida, unless the arbitrator determines that a remote, video, telephonic, document-only, or alternative procedure is appropriate.


For business Clients, the arbitration venue shall be Alachua County, Florida, unless Company agrees otherwise in writing or the arbitrator determines that another procedure is required by applicable law.


For individual or consumer Clients, the arbitration procedure shall comply with applicable law and applicable arbitration rules, including any consumer arbitration requirements.


The arbitrator may award any relief available under applicable law, subject to the limitations and exclusions in this Agreement to the extent enforceable.


The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.


37. CLASS ACTION WAIVER


To the fullest extent permitted by law, Client and Company agree that any dispute shall be brought only on an individual basis and not as a class action, collective action, representative action, private attorney general action, or consolidated proceeding.


The arbitrator may not consolidate claims of multiple persons or preside over any class, collective, representative, or consolidated proceeding unless both parties expressly agree in writing.


If this class action waiver is found unenforceable as to a particular claim, then that claim shall proceed in court and not in arbitration, unless applicable law provides otherwise.


38. WAIVER OF JURY TRIAL


TO THE FULLEST EXTENT PERMITTED BY LAW, CLIENT AND COMPANY EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, DISPUTE, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, ELECTRONIC ACCEPTANCE, PAYMENTS, DATA PROCESSING, COMPANY’S APP, COMPANY’S WEBSITE, OR ANY RELATED MATTER.


CLIENT ACKNOWLEDGES THAT THIS WAIVER IS AN IMPORTANT TERM OF THIS AGREEMENT, THAT CLIENT HAD AN OPPORTUNITY TO REVIEW IT BEFORE ACCEPTING, AND THAT CLIENT’S ELECTRONIC ACCEPTANCE OF THIS AGREEMENT CONFIRMS CLIENT’S AGREEMENT TO THIS WAIVER.


If a jury waiver is determined unenforceable in a particular proceeding, the arbitration agreement and other dispute-resolution provisions shall remain enforceable to the maximum extent permitted by law.


39. ATTORNEY’S FEES


The prevailing party in any arbitration, litigation, collection action, or other proceeding arising out of or relating to this Agreement shall be entitled to recover reasonable attorney’s fees, costs, expert fees, arbitration fees, court costs, translation costs, currency-conversion expenses, and collection costs, except where prohibited by applicable law.


40. NOTICES


Formal legal notices under this Agreement must be in writing and delivered by email, certified mail, recognized courier, or another method that provides reasonable evidence of delivery.


Formal notices to Company must be sent to the email address, mailing address, or registered-agent address designated by Company on its website, app, invoice, or official business records.


Formal notices to Client may be sent to the email address, mailing address, app account, or other contact information provided by Client.


Client is responsible for maintaining current contact information with Company.


Company may use SMS, WhatsApp, app messaging, portal messaging, phone calls, or similar informal channels for routine communications, reminders, status updates, document requests, scheduling, payment links, and operational communications.


Unless Company expressly states otherwise in writing, SMS, WhatsApp, and informal messaging platforms are not the exclusive method for formal legal notice.


Client may not avoid notice by failing to check email, failing to update contact information, disabling app notifications, changing phone numbers, blocking communications, or failing to monitor the communication channels Client provided.


41. ASSIGNMENT; DELEGATION; SUBCONTRACTORS


Client may not assign this Agreement or any rights or obligations under it without Company’s prior written consent.


Company may assign this Agreement, transfer rights, delegate obligations, use contractors, use subcontractors, use vendors, or transfer business assets in connection with business operations, restructuring, merger, sale, acquisition, or service delivery.


Company remains entitled to use qualified personnel, contractors, vendors, platforms, and service providers to perform or support the Services.


42. MODIFICATION OF AGREEMENT


Company may update this Agreement from time to time.


The version in effect at the time of Client’s electronic acceptance governs the applicable engagement, unless Client later accepts an updated version.


Company may require Client to accept an updated version before submitting new requests, continuing a subscription, accessing app features, or receiving additional Services.


No amendment requested by Client is effective unless agreed to in writing by Company.


43. SEVERABILITY


If any provision of this Agreement is held invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not permitted.


The remaining provisions shall remain in full force and effect.


44. WAIVER


Company’s failure to enforce any provision of this Agreement does not waive Company’s right to enforce that provision later.


Any waiver must be in writing and signed or electronically confirmed by Company.


A waiver in one instance does not constitute a waiver in any other instance.


45. FORCE MAJEURE


Company is not liable for delay, failure, interruption, or inability to perform caused by circumstances beyond Company’s reasonable control, including acts of God, severe weather, disasters, war, terrorism, civil unrest, labor disruptions, power outages, internet outages, cyberattacks, government action, regulator delays, platform outages, payment processor issues, supply disruptions, illness, emergencies, or failures of third-party systems.


46. EXPORT CONTROL; SANCTIONS; ANTI-CORRUPTION


Client represents and warrants that neither Client nor, to Client’s knowledge, its owners, officers, principals, drivers, employees, contractors, affiliates, or representatives are subject to sanctions, denied-party restrictions, export-control restrictions, or similar legal prohibitions that would prevent Company from providing Services.


Client agrees not to use Company’s Services in connection with any unlawful payment, bribe, kickback, prohibited transaction, sanctioned party, restricted jurisdiction, or improper purpose.


Company may decline or terminate any engagement that Company determines may create sanctions, export-control, anti-corruption, or unlawful-transaction risk.


47. INTERNATIONAL CLIENTS AND CROSS-BORDER ENGAGEMENTS


This section applies only if Client:


1. is located outside the United States;


2. is organized outside the United States;


3. operates outside the United States;


4. submits information from outside the United States;


5. requests services involving non-U.S. operations;


6. pays from outside the United States; or


7. otherwise creates a cross-border engagement.


Company’s expertise is primarily focused on United States transportation regulatory compliance. Services involving international Clients or foreign operations are provided as general consulting only unless Company expressly agrees otherwise in writing.


Client is solely responsible for compliance with the laws of Client’s own country, province, territory, state, or local jurisdiction.


Company does not provide legal advice under foreign law.


Client is responsible for all international payment charges, bank fees, currency-conversion costs, foreign transaction fees, intermediary fees, withholding taxes, value-added taxes, goods-and-services taxes, local taxes, reporting obligations, and documentation requirements.


All payments must be received by Company in United States Dollars, net of fees and deductions.


Client consents to Florida governing law, Florida-based dispute resolution, and transfer of submitted information to the United States, subject to applicable law.


48. LANGUAGE


This Agreement is written in English.


Company may provide Spanish-language support or translated materials as a courtesy where available.


If there is any inconsistency between an English version and a translated version, the English version controls to the fullest extent permitted by law.


Client is responsible for obtaining translation assistance before accepting this Agreement if Client does not understand English.


49. ENTIRE AGREEMENT


This Agreement, together with any applicable invoice, quote, intake form, order page, scope description, acknowledgment, payment authorization, app screen, subscription terms, and written or electronic communication from Company, constitutes the entire agreement between Client and Company regarding the Services.


This Agreement supersedes prior or contemporaneous discussions, statements, advertisements, proposals, messages, understandings, and representations relating to the Services.


If there is a conflict between this Agreement and a specific written quote or invoice issued by Company for a particular engagement, the specific quote or invoice controls as to price and scope only, and this Agreement controls all other terms unless Company expressly states otherwise in writing.


50. APP / INTAKE-SYSTEM ACKNOWLEDGMENT


Before submitting a case, matter, request, payment, upload, form, or other content, Company’s app, website, intake system, or electronic process may require Client to confirm one or more acknowledgments.


Client may be required to acknowledge, among other things, that:


1. Client has authority to submit the request;


2. Client has authority to bind the identified Client;


3. Client has reviewed and accepts this Agreement;


4. Client understands that Company provides remote transportation compliance consulting services;


5. Client understands that Company does not provide legal advice;


6. Client understands that no specific outcome is guaranteed;


7. Client understands that fees are non-refundable unless Company states otherwise in writing;


8. Client understands that Services may not begin until payment and required information are received;


9. Client has obtained required consent for any driver, employee, contractor, or third-party information submitted;


10. Client authorizes Company to process submitted information;


11. Client agrees to the indemnification, limitation of liability, arbitration, jury waiver, data, and electronic records provisions;


12. Client understands that submitting a request does not require Company to accept the matter; and


13. Client confirms that submitted information is accurate and authorized.


Company’s electronic records of Client’s acknowledgments are part of the Agreement and may be used as evidence of Client’s consent.


51. SAMPLE CLICK-THROUGH ACCEPTANCE TEXT


Company may use substantially the following acceptance language in its app, website, intake system, or payment flow:


By checking this box and submitting this request, I confirm that I am authorized to act for the Client identified in this submission. I have read and agree to the Safety 49 Compliance LLC Online Professional Services Agreement. I understand that Safety 49 provides remote transportation regulatory compliance consulting services, does not provide legal advice, does not guarantee any outcome, and may decline any matter. I agree to the payment terms, non-refundable fee terms, indemnification obligations, limitation of liability, arbitration provision, jury-trial waiver, electronic records terms, and data-use provisions. I confirm that all information submitted is accurate and authorized, and that I have obtained any required consent from drivers, employees, contractors, or third parties whose information I submit.


For especially important provisions, Company may require separate checkboxes or acknowledgments, including:


1. payment and non-refundability;


2. no guarantee of results;


3. no legal advice;


4. indemnification;


5. limitation of liability;


6. arbitration;


7. jury-trial waiver;


8. driver and third-party consent;


9. data processing and AI/anonymized-data use; and


10. electronic records and signatures.


52. END OF AGREEMENT


Safety 49 Compliance LLC Florida-Based Remote Transportation Regulatory Compliance & Consulting Services Provider


This Agreement is effective when electronically accepted by Client through Company’s app, website, intake system, payment flow, or other electronic process.


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