Terms & Privacy - Coyote Logistics - Leading Global 3PL Provider

WEBSITE TERMS OF USE
END USER SOFTWARE LICENSE AGREEMENT
COYOTE API TERMS OF USE
COOKIE POLICY

WEBSITE TERMS OF USE

Last revised: April 29, 2022

Welcome to the Internet website of Coyote Logistics, LLC (“Coyote”, “we”, “us”, “our”). Coyote values your interest in its services and appreciates your visit to this website. As used hereinafter, the term “website” includes those sites (or portions thereof) which are owned and/or operated on behalf of Coyote, including such sites (or portions thereof) associated with www.coyotelogistics.com, www.coyote.com, www.bzw.coyote.com, www.connect.coyote.com, and www.coyotecarriers.com. These terms and conditions do not apply to any site (or portion thereof) that is not owned or operated by or on behalf of Coyote, including but not limited to the recruitment site operated by Workday, even if we provide a hyperlink or reference to such site, and even if such site is available through this website.

ACCEPTANCE OF TERMS OF USE

Coyote makes this website available subject to the following terms and conditions and all applicable laws. By accessing, browsing or otherwise using (collectively, “using”) this website, you represent that you, the individual user of this website, have read and understood, and are agreeing to be legally bound by, these terms and conditions, and you are agreeing to comply with all applicable laws and regulations, without limitation or qualification. By using this website, you further represent that you are at least the age of majority as defined in your jurisdiction and, notwithstanding the foregoing, at least 18 years of age, and that you have the authority to, and you do hereby legally bind, the business entity, if any, for which you serve as an agent, independent contractor or employee thereof to the same terms and conditions, without limitation or qualification. As used hereinafter, the terms “you” and “your” shall include and/or reference the individual user of this website and, when applicable, the business entity for which the individual user of this website serves as an agent, independent contractor or employee thereof. These terms and conditions shall take effect immediately on your first use of the website. If you do not agree to these terms and conditions, you are not authorized to access, browse or otherwise use this website.

UPDATES TO TERMS OF USE

Coyote reserves the right, at its sole discretion, to alter or change these terms and conditions at any time. Any modifications will become effective when posted on this website. No such modifications will apply with respect to any claim that arose prior to the date on which the modifications were posted. By using this website after any changes in these terms and conditions are made, you are agreeing to be legally bound by the terms and conditions as amended. Therefore, you should revisit this page frequently to determine the present terms to which you are legally bound.

Coyote may terminate your right to use this website without cause at any time and effective immediately. Without limiting the foregoing, Coyote may terminate your right to use this website immediately and without notice for violation of any part of these terms and conditions. In the event of any such termination, the restrictions on your use of the material on this website shall survive such termination, and you acknowledge that you will continue to be bound by those terms.

COYOTE WEB PORTAL

As part of the website, Coyote may offer its customers and contracted carriers access to its proprietary Coyote web portal (also known as the Coyote Shipper and Carrier Portal). The Coyote web portal is a tool that may afford registered users the ability to view and monitor, in real time, certain information pertaining to their accounts, loads, shipments and purchase orders with Coyote. For example, the Coyote web portal may offer certain registered Coyote customers the ability to track their load status in real time, post loads into the system as a means of instigating a potential order for shipment, send inquiries to Coyote about their accounts and transactions, and view account status information. Similarly, the Coyote web portal may offer certain registered Coyote carriers the ability to view loads assigned to them, bid on available loads that need to be assigned, post trucks and other vehicles that are available to ship unassigned loads, and view account status information. Where Coyote makes self-serve transportation management services available to you, the web portal may allow you to tender loads to motor carriers selected by you pursuant to your routing guide or as otherwise directed by you (each, a “Customer Contracted Carrier”).

You hereby grant Coyote, its employees, officers, directors and all other persons or entities involved in the operation of Coyote, the right to access, transmit, receive, monitor, retrieve, store, maintain, share and use your information and/or profile in the Coyote web portal for the purpose of providing services and operating the Coyote web portal.

For the avoidance of doubt, all bids, postings and offers made by registered Coyote web portal users are merely offers that must be accepted by or through Coyote. In no event shall Coyote be liable to a registered user in the absence of a written confirmation from Coyote concerning the subject matter of the bid, posting and/or offer, and then only to the extent set forth in such written confirmation.

To access the Coyote web portal, you must be a registered user and meet any other applicable requirements as required by Coyote from time to time. To the extent you qualify for access to the Coyote web portal, you will be assigned a unique user name and a password as part of the registration process. You may change your password after you log in for the first time.

As a registered user of the Coyote web portal, you are responsible for maintaining the confidentiality and security of your user name and password, and you shall be responsible for all uses of your username and password. You agree to notify Coyote immediately at InformationSecurity@coyote.com or ServiceDesk@coyote.com of any breach of security, including, without limitation, unauthorized use of your user name and password. You are also responsible for logging off at the end of each session to enhance your account security. The failure to do so may enable other persons having access to your computer to use your account. Without limiting the foregoing, if you enable any person to use your user name and password, you shall be liable for all activity made by that person.

PRIVACY

Our Privacy Policy governs how we collect, use and share personal information. Personal information provided through this website may be transferred to other countries whose laws may not provide the same level of protection for personal information as the laws of the country of origin. Please see our Privacy Policy for more information.

INTELLECTUAL PROPERTY AND RESTRICTIONS ON USE OF INFORMATION AND CONTENT

All information and content provided on this website, whether explicitly marked or not, is the property of Coyote, its subsidiaries, affiliated companies or joint partners, or others, and is subject to U.S. and international copyright and unfair competition laws. The information and content provided includes, but is not limited to, the text, graphics, image, video, audio, animation, software, their related files and their arrangement on the website.

All trademarks, service marks, logos, model and brand names, emblems and protectable trade dress elements (collectively, “marks”), whether explicitly marked or not, used on this website are owned by Coyote, its subsidiaries, affiliated companies or joint partners, or others, and are subject to U.S. (federal and state) and international trademark and unfair competition laws.

The following is a non-exhaustive list of marks owned by Coyote: BAZOOKA, COYOTE, COYOTEWEB, COYOTE LOGISTICS, COYOTEGO, NO EXCUSES, EVERY HOUR. EVERY MINUTE. EVERY SECOND., and REAL. SMART. LOGISTICS.

You must not copy, reproduce, download, upload, post, broadcast, transmit, distribute, publish, republish, or otherwise use any information, software, services, content or marks available on this website in any form or by any means for any commercial use, including by using any information storage or retrieval system, without the express written permission of Coyote. You may, however, copy, print or otherwise use the information or content provided on this website solely to the extent that the use is for your personal, educational or internal business use only and provided that you: (1) maintain all copyright and other intellectual property notices together and intact with any information or content; (2) do not modify or otherwise alter any information or content; and (3) do not expressly or implicitly suggest an association by you with any services, product, brands or affiliates through the use of any information or content. Other use of any information, software, services, content or marks, except as expressly permitted in these terms and conditions or in a written instrument signed by Coyote, is strictly prohibited. You may not disassemble, decompile, reverse engineer, reconstruct, discover, reuse or modify any source code or underlying algorithms of any information, software, services or content available on this website. You may not use Coyote’s marks in connection with any product or service that is not Coyote’s, or in any manner that is likely to cause confusion. Nothing in these terms or conditions or on the website grants, or should be construed as granting, any rights with respect to any marks.

You must not use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather information or content available on the website, or reproduce or circumvent the navigational structure or presentation of the website, without Coyote’s express prior written consent. You must not interfere with or disrupt the operation of the website or the servers or networks used to make the website available, including by hacking or defacing any portion of the website; or violate any requirement, procedure or policy of such servers or networks.

Nothing contained in these terms and conditions or on the website shall confer or be construed as conferring, by implication, estoppel or otherwise, any license or right to any copyright, patent, trademark or other proprietary interest (a) of any third party or with respect to any third-party information, software, services or content; or (b) of Coyote or with respect to any Coyote information, software, services or content, except as expressly set forth above.

You are prohibited from creating a hyperlink to any page or portion of this website or framing any page or portion of this website without the prior written permission of Coyote.

Any use of the information, content or marks available on this website that does not comport with the above terms and conditions shall be an unauthorized use and shall subject you to civil and criminal penalties as provided by applicable U.S. and international intellectual property laws.

SUBMISSIONS

We welcome your comments regarding Coyote. However, any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, “communications”) sent to Coyote shall be and remain the exclusive property of Coyote. Your submission of any such communications shall constitute an assignment to Coyote of, and you hereby assign and agree to assign to Coyote, all worldwide rights, titles and interests in all copyright and other intellectual property rights in the communications. Coyote will be entitled to use, reproduce, disclose, publish and distribute any material you submit for any purpose whatsoever, without restriction and without compensating you in any way.

DISCLAIMERS

YOU USE THIS WEBSITE AND THE COYOTE WEB PORTAL AT YOUR OWN RISK. ALL INFORMATION AND CONTENT ON THIS WEBSITE AND THE COYOTE WEB PORTAL IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. COYOTE DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SERVICES, THE COYOTE WEB PORTAL, THIS WEBSITE OR ANY OTHER MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

WHERE COYOTE MAKES SELF-SERVE TRANSPORTATION MANAGEMENT SERVICES AVAILABLE TO YOU THROUGH THE COYOTE WEB PORTAL: (1) COYOTE SHALL HAVE NO LIABILITY FOR ANY LOSS OF, OR DAMAGE TO, OR DELAY OF YOUR PRODUCTS WHILE IN THE CUSTODY OF YOUR THIRD PARTY PROVIDERS, INCLUDING, WITHOUT LIMITATION, CUSTOMER CONTRACTED CARRIERS, (2) ANY INSURANCE OR OTHER PROTECTION OF YOUR PRODUCT SHALL BE PROCURED BY YOU AT YOUR EXPENSE AND (3) ALL CLAIMS IN CONNECTION WITH ACTS OF A THIRD PARTY PROVIDER SHALL BE FILED AND BROUGHT AGAINST THE THIRD PARTY BY YOU. IN NO EVENT SHALL COYOTE HAVE ANY RESPONSIBILITY TO PAY YOU ANY AMOUNTS WHICH A THIRD PARTY PROVIDER FAILS OR REFUSES TO PAY WITH RESPECT TO ANY CLAIM.

IN NO EVENT WILL COYOTE, ITS SUBSIDIARIES, AFFILIATED COMPANIES, JOINT PARTNERS, LICENSORS, LICENSEES OR SERVICE PROVIDERS BE LIABLE TO ANY PARTY FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEBSITE, OR ANY OTHER HYPERLINKED SITE INCLUDING, WITHOUT LIMITATION, ANY LOST REVENUES, LOST PROFITS, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR HANDLING SYSTEM OR OTHERWISE ARISING OUT OF THE USE, MISUSE OF OR INABILITY TO USE THIS WEBSITE, THE COYOTE WEB PORTAL OR THE INFORMATION, SOFTWARE, SERVICES OR CONTENT THEREOF, EVEN IF COYOTE, ITS SUBSIDIARIES, AFFILIATED COMPANIES, JOINT PARTNERS, LICENSORS, LICENSEES OR SERVICE PROVIDERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY A THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEBSITE AND THE COYOTE WEB PORTAL. IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF COYOTE, ITS SUBSIDIARIES, AFFILIATED COMPANIES, JOINT PARTNERS, LICENSORS, LICENSEES OR SERVICE PROVIDERS, ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, OR ANY USE OF THE WEBSITE, THE COYOTE WEB PORTAL OR ANY OTHER HYPERLINKED SITE, EXCEED FIFTY U.S. DOLLARS ($50).

Without limiting the above disclaimers, Coyote, its subsidiaries, affiliated companies, joint partners, licensors, licensees and service providers: (1) make no warranties or representations whatsoever concerning this website, the Coyote Web Portal or any other Internet site, the access to, or the availability or use of, this website, the Coyote Web Portal or any other Internet site, the information and content from whatever source posted on or referred to in this website, the Coyote Web Portal or any other Internet site or the accuracy, completeness or timeliness of such information or content; (2) do not warrant or represent that your access to, or use of, this website, the Coyote Web Portal or any other Internet site will be uninterrupted or free of errors or omissions, that defects will be corrected, or that this website, the Coyote Web Portal or any other Internet site is, or the information, software, services or content from whatever source available for use or downloading are, free of computer viruses, worms, Trojan horses or other harmful components; (3) do not represent or warrant that any services or products listed on, or accessed through, this website or the Coyote Web Portal will be available for purchase or not withdrawn at any time and make no representation or warranty of any kind whatsoever concerning such products or services; and (4) do not represent or warrant the accuracy, functionality, specifications or any other aspect of items from whatever source posted or accessed through this website or the Coyote Web Portal. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

Information or content available on this website or the Coyote Web Portal may describe goods and services that may not be available in certain jurisdictions. Inclusion of such information or content is not a representation or warranty by Coyote that such goods and services will be available to you. Contact a Coyote representative to discuss the availability of such goods and services in your jurisdiction. You are responsible for ensuring that your use of any goods or services complies with all applicable laws.

This website and the Coyote Web Portal may use hyperlinks or references as a convenience to you so that Coyote-related subject matter and other pertinent sites, material and services are easily accessible. Such sites, material and services include, for example, the third-party support chat and other third-party functionalities made available by RMIS through www.coyotecarriers.com. Linked and referenced sites, material and services may not be operated, controlled or maintained by Coyote, even if they are made available through this website or the Coyote Web Portal. Hyperlinks and references to other sites, material and services, including those of any Coyote-affiliated entity, do not constitute sponsorship, endorsement or approval by Coyote of the information, content, availability, policies or practices of such linked or referenced sites, material or services or their providers. Coyote does not accept any responsibility for any information, content, availability, policies, practices or any use of such sites, material or services. You access, browse and use such sites, material and services at your own risk. Your use of any such sites, material and services is subject to any additional applicable terms, conditions and policies (including terms of service or privacy policies of the applicable third-party providers).

Coyote has no obligation to update any information or content on this website or the Coyote Web Portal. Accordingly, Coyote, its subsidiaries, affiliated companies, joint partners, licensors, licensees and service providers assume no responsibility regarding the accuracy of the information or content provided on the website or the Coyote Web Portal. Any use of the information or content available on this website or the Coyote Web Portal is done so at your own risk.

All disputes arising out of or related to this Terms of Use or any aspect of the relationship between you and Coyote, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, and Coyote and you each hereby waive the right to trial by a jury. You agree that any arbitration under this Terms of Use will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures (currently accessible at https://www.adr.org/Rules) as amended by this Terms of Use. Any arbitration hearing will be held in Chicago, Illinois. The applicable governing law will be as set forth below (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of this Terms of Use and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Terms of Use, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

ARBITRATION AGREEMENT

Any dispute, claim, or controversy arising out of or relating to (a) these Website Terms of Use or the existence, breach, termination, enforcement, interpretation, or validity thereof, or (b) your access to or use of this website will be settled on an individual basis by binding arbitration between you and Coyote, and not in a court of law. You acknowledge and agree that you and Coyote are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. Unless both you and Coyote otherwise agree in writing, any arbitration will be conducted on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Coyote each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. If this specific paragraph is held unenforceable, then the entirety of this Arbitration Agreement will be deemed void. Except as provided in the preceding sentence, this Arbitration Agreement will survive any termination of these Website Terms of Use.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules and Mediation Procedures (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Arbitration Agreement and related terms and conditions are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in these Website Terms of Use, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Illinois.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The AAA provides a form Commercial Demand for Arbitration at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Illinois and will be selected by the parties from the AAA’s roster of commercial dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Unless you and Coyote otherwise agree in writing, the arbitration will be conducted in the county where you reside. Your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

The arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. An arbitrator’s decision shall be final and binding on all parties. An arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. The party who prevails in arbitration will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from this Arbitration Agreement; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in the state or federal courts in Chicago, Illinois and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

MISCELLANEOUS

You warrant to Coyote that you will not attempt to gain unauthorized access to any services offered by Coyote or computer systems or networks connected to any Coyote server through hacking, password mining or any other means. You must not obtain or attempt to obtain any materials or information through any means not intentionally made available by Coyote. When using the website, you agree not to pretend to be someone else or to assume their identity.

Except as otherwise agreed by you and Coyote in writing, for transportation management services where Coyote tender loads on your behalf to motor carriers selected by you pursuant to your routing guide or as otherwise directed by you, you shall continue to be solely responsible for identifying, qualifying, managing and contracting with Customer Contracted Carriers, including, but not limited to, (1) ensuring compliance with all statutes, rules and regulations governing your operations and any contract between you and such Customer Contracted Carriers, (2) confirming such Customer Contracted Carrier’s financial stability and insurance coverage, (3) tracking Customer Contracted Carrier performance and (4) paying such Customer Contracted Carriers.

You agree to defend, indemnify, save and hold harmless Coyote, its subsidiaries, affiliated companies, joint partners, licensors, licensees, service providers and their respective directors, officers, employees and agents from and against all liabilities, claims, damages and expenses, including reasonable attorneys’ fees as incurred, (“Claims”) arising out of: (1) your use of this website, (2) any violation or alleged violation of the terms and conditions of this Terms of Use Agreement, or (3) with respect to transportation management services, any Claims, arising out of or to the extent caused by (A) the packaging, distribution, marketing, use or sale of the products or your instructions regarding such products or (B) the use by Coyote of any third party providers selected by you to provide services to your customers, including, without limitation, Customer Contracted Carriers, warehouseman, forwarders and customs brokers.

Coyote controls this website (excluding linked sites) from its headquarters in Chicago, Illinois, United States of America and makes no representation that any information or content contained in this website is appropriate or available for use in other locations. Accessing this website in locations in which the use of such information or content is illegal is prohibited. Except as otherwise provided in the Arbitration Agreement above, by accessing this website, you agree that the statutes and laws of the State of Illinois, notwithstanding any principles of conflicts of law, will apply to all matters relating to use of this website and that if you use this website from any other location you are responsible for compliance with applicable local laws.

If any part of these terms and conditions is deemed unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this website or these terms and conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles herein are for convenience only and have no legal or contractual effect. Any waiver of any term or condition of this agreement shall be effective only if in writing signed by the duly authorized representatives of Coyote. Any failure or delay by Coyote in enforcing any of these terms or conditions shall not in any way affect, limit, or waive Coyote’s rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this agreement. Neither your use of the website nor this agreement creates an agency, partnership, joint venture or employer-employee relationship with Coyote. Absent a written agreement concerning the provision of goods or services by Coyote, this agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all previous understandings agreements, discussions, negotiations, and representations, oral or written, between the parties with respect to the subject matter hereof and can only be modified in writing signed by Coyote.

By using this website, you further agree that you will not use this website or any materials available thereon for any unlawful activity, or use it in any way that would violate any of these terms and conditions.

When applicable, you further agree, as a condition of using this website, to ensure that all your agents, employees and independent contractors adhere to these terms and conditions.

THIRD PARTY SOFTWARE

The website may contain certain software components related to Bootstrap and licensed from Twitter, Inc. and The Bootstrap Authors. Solely with respect to such components, the following terms in this paragraph apply. Such components are copyright © 2011–2018 Twitter, Inc., and copyright © 2011–2018 The Bootstrap Authors. Permission is hereby granted, free of charge, to any person obtaining a copy of such components and associated documentation files (for purposes of this paragraph, the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

END USER SOFTWARE LICENSE AGREEMENT

Last revised: October 18, 2019

PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE CLICKING OR PRESSING ON THE “ACCEPT” BUTTON OR DOWNLOADING OR USING A COYOTE LOGISTICS, LLC MOBILE APPLICATION (THE “MOBILE APP”) ACCOMPANYING THIS AGREEMENT.

BY CLICKING OR PRESSING ON THE “ACCEPT” BUTTON OR DOWNLOADING OR USING THE MOBILE APP, YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK OR PRESS ON THE “ACCEPT” BUTTON AND YOU MUST NOT USE THE MOBILE APP TO WHICH THIS AGREEMENT APPLIES.

You represent that you are at least the age of majority as defined in your jurisdiction and, notwithstanding the foregoing, at least 18 years of age, and that you have the authority to, and you do hereby legally bind, the business entity, if any, for which you serve as an agent, independent contractor or employee thereof to the same terms and conditions, without limitation or qualification. As used hereinafter, the terms “you” and “your” shall include and/or reference the individual user of the Mobile App and, when applicable, the business entity for which the individual user of the Mobile App serves as an agent, independent contractor or employee thereof. This Agreement is between you and Coyote Logistics, LLC.

GRANT OF LICENSE.

The Mobile App is licensed to you under the terms of this Agreement, not sold. Coyote Logistics, LLC grants you the right to install and use copies of the Mobile App on your computer or mobile device running a validly licensed copy of the operating system for which the Mobile App was designed (e.g. Windows Mobile, iOS, Android, etc.).

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

Maintenance of Copyright Notices. You must not remove or alter any copyright notices on any and all copies of the Mobile App.

Distribution. You must not distribute the Mobile App to third parties.

Prohibition on Reverse Engineering, Decompilation, and Disassembly. You must not reverse engineer, decompile, or disassemble the Mobile App or otherwise disassemble, reconstruct, discover, reuse or modify any source code or underlying algorithms thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

Rental. You must not rent, lease, or lend the Mobile App.

Support Services. Coyote Logistics, LLC may provide you with support services related to the Mobile App (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of the Mobile App and subject to the terms and conditions of this Agreement.
Compliance with Applicable Laws. You must comply with all applicable laws regarding use of the Mobile App.

You must not use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather information or content available on the Mobile App, or reproduce or circumvent the navigational structure or presentation of the Mobile App, without Coyote’s express prior written consent. You must not interfere with or disrupt the operation of the Mobile App or the servers or networks used to make the Mobile App available, including by hacking or defacing any portion of the Mobile App; or violate any requirement, procedure or policy of such servers or networks.

TERMINATION

Without prejudice to any other rights, Coyote Logistics, LLC may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement or your Broker-Carrier Agreement. In such event, you must cease using the Mobile App and destroy all copies of the Mobile App in your possession..

COPYRIGHT

All right, title and interest, including but not limited to copyrights, in and to the Mobile App and any copies thereof are owned by Coyote Logistics, LLC and its licensors. All rights not expressly granted to you under this Agreement are reserved by Coyote Logistics, LLC and its licensors.

NO WARRANTIES

COYOTE LOGISTICS, LLC AND ITS LICENSORS EXPRESSLY DISCLAIM ANY WARRANTY FOR THE MOBILE APP. THE MOBILE APP IS PROVIDED ‘AS IS’ WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS OF A PARTICULAR PURPOSE. NEITHER COYOTE LOGISTICS, LLC NOR ITS LICENSORS WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE MOBILE APP. NEITHER COYOTE LOGISTICS, LLC NOR ITS LICENSORS MAKE ANY WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, SPYWARE, MALWARE, AND/OR OTHER SUCH COMPUTER PROGRAM. COYOTE LOGISTICS, LLC AND ITS LICENSORS FURTHER EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION TO ANY THIRD PARTY.

NO USE WHILE DRIVING

The Mobile App is not to be used while driving nor in any other circumstance that puts you (or any driver you employ) at risk of injury. Under no circumstance will Coyote Logistics, LLC assume any responsibility for the consequences of driving decisions. By accepting this Agreement, you hereby represent, warrant, and covenant to Coyote Logistics, LLC that neither you, nor any driver you employ, will use the Mobile App while operating any motor vehicle.

NAVIGATION DATA OR INSTRUCTIONS

Navigation data or instructions provided by the Coyote App is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury and/or property or environmental damage.

In addition, you acknowledge that Coyote Logistics, LLC provides navigation data or instructions only for convenience, and Coyote Logistics, LLC makes no guarantee as to accuracy. Navigation data and instructions do not necessarily take into account any of the following: (1) the height of the truck and/or load, (2) the presence of bridges both on or above the route, (3) the suitability of the route for a particular load or shipment, or (4) the size, paving, number of lanes, traffic conditions, or general road character and conditions.

Finally, by accepting this Agreement you agree that if you suspect that any directions or route requires you to perform an unsafe (as to persons or property) or illegal maneuver, places you in an unsafe situation, or directs you into an area that you consider to be unsafe or improper, then you will not follow such suggested directions or route.

LIMITATION OF LIABILITY

In no event shall Coyote Logistics, LLC or its licensors be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) arising out of your use of or inability to use the Mobile App, even if Coyote Logistics, LLC or such licensors have been advised of the possibility of such damages.

In no event will Coyote Logistics, LLC or its licensors be liable for loss of data or for indirect, special, incidental, or consequential (including lost profit) damages, whether based in contract, tort or otherwise. Neither Coyote Logistics, LLC nor its licensors shall have any liability with respect to the content of the Mobile App or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. In no event will the maximum aggregate liability of Coyote Logistics, LLC, arising out of or relating to this Agreement or the Mobile App, exceed fifty U.S. Dollars ($50).

INDEMNIFICATION

You agree to indemnify and hold Coyote Logistics, LLC harmless from any claim or demand, including any and all losses, liabilities, claims, demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions, and liens, including reasonable attorneys’ fees and costs, whether brought by third parties or otherwise, due to or arising out of: (1) your breach or alleged breach of this Agreement and any use of the Mobile App other than as expressly permitted herein; or (2) your violation of any law or your violation of the rights of a third party, including the infringement by you of any intellectual property or other proprietary or contract right of any person or entity.

The foregoing indemnity obligations will survive any termination of the Agreement or your use of the Mobile App. Coyote Logistics, LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this section. You agree not to settle any matter subject to the foregoing indemnification obligations without the express consent and approval of Coyote Logistics, LLC, which may be granted or withheld in its sole discretion.

PRIOR AGREEMENTS

In addition, you understand that (a) this Agreement does not replace your Broker-Carrier Agreement; (b) all of the terms, conditions, promises, and obligations contained in the Broker-Carrier Agreement shall continue without limitation herein; and (c) where this Agreement may conflict with the Broker-Carrier Agreement, the Broker-Carrier Agreement shall prevail.

Any data provided to you via the Mobile App is for convenience only and shall not substitute for any paperwork required under the Broker-Carrier Agreement, by law, or otherwise.

COMMUNICATION WITH COYOTE

Use of the Mobile App is optional. In particular, using the Mobile App for dispatch is not required, and you may contact Coyote Logistics LLC by phone at any time. Further, using the Mobile App does not relieve you from your obligation to communicate with Coyote Logistics LLC in the event that your trailer is over gross or you have difficulty making delivery or otherwise experience any kind of problem with any load or shipment.

If you use the Mobile App, you may choose to receive messages from Coyote Logistics LLC by push notifications delivered within the app. In order for users to receive such notifications, push notification service must be enabled for the Mobile App via the mobile phone’s system preferences. By enabling push notification service for the Mobile App, you consent to receive push notifications delivered within the Mobile App. You may opt out at any time by disabling the Mobile App from sending such notifications via the mobile phone’s system preferences.

EXPORT CONTROLS

You are responsible for complying with U.S. export controls and for any violation of those controls, including any U.S. embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any U.S. government list of restricted end users.

ARBITRATION AGREEMENT

Any dispute, claim, or controversy arising out of or relating to (a) this End User Software License Agreement or the existence, breach, termination, enforcement, interpretation, or validity thereof, or (b) your access to or use of the Mobile App will be settled on an individual basis by binding arbitration between you and Coyote, and not in a court of law. You acknowledge and agree that you and Coyote are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. Unless both you and Coyote otherwise agree in writing, any arbitration will be conducted on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Coyote each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. If this specific paragraph is held unenforceable, then the entirety of this Arbitration Agreement will be deemed void. Except as provided in the preceding sentence, this Arbitration Agreement will survive any termination of this End User Software License Agreement.

Notwithstanding any choice of law or other provision in this End User Software License Agreement, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Illinois.

GENERAL TERMS AND CONDITIONS

No Assignment. You may not assign this Agreement or otherwise transfer any rights or claims you may have hereunder, in whole or in part; any attempt to do so shall be void. We may assign this Agreement without restriction.

Severability. If for any reason a court of competent jurisdiction finds any provision of the terms herein to be invalid or unenforceable, such provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement will continue in effect and remain fully enforceable.

Compliance with Law. You will comply with all applicable laws, regulations and ordinances related to the transportation services you provide and your use of the Mobile App.

Governing Law. Except as otherwise provided in the Arbitration Agreement above, you agree that the statutes and laws of the State of Illinois, notwithstanding any principles of conflicts of law, shall apply to all matters relating to this Agreement and your use of the Mobile App.

The Mobile App may use react-native-background-geolocation software licensed under Apache License version 2.0, January 2004:: https://github.com/mauron85/react-native-background-geolocation/blob/master/LICENSE

APPLE-SPECIFIC TERMS

In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the Mobile App compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the Mobile App. Apple is not providing any warranty for the Mobile App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the Mobile App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Mobile App, including any third-party product liability claims, claims that the Mobile App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection, privacy or similar legislation (including in connection with any use by the Mobile App of Apple’s HealthKit or HomeKit frameworks), and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Mobile App, including those pertaining to intellectual property rights, must be directed to Coyote Logistics, LLC by mail to 2545 W. Diversey Ave., Chicago, IL 60647; by phone to 1-800-455-8753; or by e-mail to privacy@coyote.com. The license you have been granted herein is limited to a non-transferable license to use the Mobile App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service, except that the Mobile App may also be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing programs. In addition, you must comply with the terms of any third-party agreement applicable to you when using the Mobile App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof; notwithstanding the foregoing, Coyote Logistics, LLC’s right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.

COYOTE API TERMS OF USE

Last Modified – 31, July 2020

By accessing or using the Coyote APIs or the API Technical Documentation for the Coyote APIs, you are agreeing to the terms of this Coyote API Agreement (the “Agreement”). Under the Agreement, “Coyote” means UPS Market Driver, Inc., a Delaware corporation, and “Licensee” or “you” means the party that uses the Coyote APIs or downloads the API Technical Documentation for the Coyote APIs. You agree to comply with the terms and conditions of this Agreement and that the Agreement controls your relationship with Coyote as to use of the Coyote Materials. So please read the entire Agreement carefully.

- - - 1. Definitions.
        Unless otherwise defined herein, capitalized terms used in this Agreement have the meaning ascribed to them on Exhibit A attached hereto.
      2. License.
        
        License Grant.
        Subject to Licensee’s strict adherence to all terms and conditions of this Agreement, Coyote hereby grants to Licensee and Licensee hereby accepts a limited, revocable, non-exclusive, non-sublicensable, non-transferable, license within the Territory during the Term to:
        
        copy and use the API Technical Documentation solely as necessary to develop the Interfaces;
        If Licensee is identified as a “Customer” in the Security Elements Communication (a “Licensee Customer”)
        
        incorporate the Interfaces into Customer Application(s);
        
        exchange information with the Coyote APIs via a Customer Application (A) as reasonably necessary to test such Customer Application and (B) for Licensee’s Internal Purposes;
        If Licensee is identified as a “Reseller” in the Security Elements Communication (a “Licensee Reseller”);
        
        incorporate the Interfaces into Reseller Application(s);
        
        exchange information with the Coyote APIs via a Reseller Application as reasonably necessary to test such Reseller Application;
        
        use, and enable use by Customers, of Reseller Application(s) by hosting as permitted under Sections 6 and 7 to enable Customers to exchange information concerning Coyote Services with Coyote.
        
        distribute Reseller Application(s), through transfer of physical or electronic copies to Customers in the Territory solely for use by such Customers for their Internal Purposes; and
        
        subject to Section 11 (“Integrator Terms”), authorize Integrators to (1) integrate Reseller Products into the Integrators’ software and hosted service offerings (“Integrator Offerings”) and (2) distribute Integrator Offerings through transfer of physical or electronic copies to, or by hosting an Integrator Offering accessed by, Customers in the Territory, in both cases solely for use by such Customers for their Internal Purposes. For clarity, Licensee is not granted the right to authorize Integrators to distribute Licensee Product or Integrator Offerings through additional resellers.
      3. Licensee Representation.
        Licensee represents it is and will during the Term be headquartered (i) in the Territory if it is a Licensee Reseller and (ii) in any country not subject to embargo or sanctions by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) if it is a Licensee Customer.
      4. License Conditions – General Obligations of Licensee.
        Notwithstanding anything to the contrary herein, the following obligations apply to Licensee.
        
        Impact on Coyote System.
        Licensee will not use or access the Coyote Systems in any way which, in Coyote’s reasonable opinion, adversely affects the performance or function of the Coyote Systems or interferes with the ability of authorized Persons to access the Coyote Systems. Further, Licensee agrees not to associate, input, or upload to the Coyote Systems any virus, Trojan horse, worm, time bomb, malicious logic, trap or back door, computer programming routine, device, or other feature, that (i) is intended to delete, disable, damage, interfere with, intercept, expropriate, or provide unauthorized access to the Coyote Systems or any other software, program, data, device, system, or service; (ii) infringes the intellectual property rights of a third party; or (iii) constitutes an act of unfair competition in violation of Applicable Law.
        
        Obligations of Licensee Resellers.
        If you are a Licensee Reseller, you:
        
        will not make any representation or warranty for or on behalf of Coyote or its Affiliates as to Reseller Applications, Coyote Materials, Coyote Services, or otherwise;
        
        will not charge any Customer any separately identified transaction-based fee or charge to access or use the Coyote APIs or any Information, functionality, or services associated therewith;
        
        will develop the Reseller Application such that it presents Information from the Coyote APIs in its entirety without alteration;
        
        will, at your sole expense, provide all maintenance and support for Reseller Applications; and
        
        will not, under any circumstances, distribute, directly or indirectly, or use the Reseller Application outside the Territory.
      5. License Conditions – General Restrictions on Licensee Product.
        
        Security Elements.
        Licensee acknowledges and agrees that use of the Coyote APIs requires security elements. Coyote will provide Licensee security elements or a portion of the security elements and instructions on how to obtain the balance of the security elements in a communication such as an email (“Security Elements Communication”) that also designates Licensee as a Licensee Customer or a Licensee Reseller. Licensee agrees not to disclose security elements or any information regarding the technical details for utilizing the Coyote Systems to any person or entity other than its employees who have a need to know the security elements or technical details for purposes of its obligations under this Agreement. Licensee agrees not to access the Coyote APIs except as contemplated under this Agreement using the security elements issued by Coyote under this Agreement. Licensee will not use such security elements for any other purpose. The security elements are the Confidential Information of Coyote.
        The following obligations apply to you only if you are a Licensee Reseller.
        
        Suspension of Access.
        Coyote may prohibit access to any part of the Coyote APIs and Coyote Systems at any time, as Coyote deems necessary in its sole discretion, including without limitation to: (i) prevent access to the Coyote Systems or Coyote APIs that is not in compliance with the terms and conditions of this Agreement; (ii) address excessive usage of the Coyote APIs and Coyote Systems by Licensee, as determined by Coyote in its sole discretion, (iii) correct a material error in the Coyote System or Coyote APIs; or (iv) comply with a law, regulation, or rule, or any ruling of a court or other body of competent jurisdiction.
        
        Prohibition on Private Labeling; Rebranding.
        Licensee must provide to Coyote a list of the brand(s) Licensee Application(s) and Integrator Offerings are offered under on a quarterly basis.
        
        Availability of Coyote Services.
        Licensee will make available in the Reseller Applications all services (e.g., all available equipment options for spot quotes and all available address information within a tracking location update) accessible through the applicable Coyote API (as specified in the Documentation).
        
        Security Elements and Reseller Application and Integrator Offerings.
        Each Reseller Application distributed to an Integrator for incorporation into an Integrator Offering must include a unique security element designated by Coyote. Licensee will ensure each request to the Coyote APIs from a Reseller Application distributed by Licensee directly to a Customer includes the unique security elements assigned to the Customer originating such request. Licensee will ensure each request to the Coyote APIs from an Integrator Offering includes the unique security elements assigned to the Integrator for such Integrator Offering and the Customer originating such request.
      6. Hosting of Licensee Product.
        Except as provided in this Section 6, Licensee may not, directly or indirectly, host or permit hosting by any Person of a Licensee Application or related databases. Subject to the restrictions set forth in Section 7, Licensee may (a) host a Customer Application at a Licensee location in the Territory or engage a Hosting Provider to host a Customer Application at a Hosting Provider location in the Territory, in each instance for Licensee’s Internal Purposes and (b) host a Reseller Application at a Licensee location in the Territory, or engage a Hosting Provider to host a Reseller Application at a Hosting Provider location in the Territory on behalf of Licensee, and in each instance of this Section 6(b), license or authorize Customers in the Territory to remotely access and use the Interfaces of such hosted Reseller Application.
      7. Use and Disclosure of Information.
        
        Requests for Information.
        Licensee may only transmit a request for Information to the Coyote APIs where such request is associated with an actual order in need of shipment or current Coyote shipment.
        
        Restrictions on Use of Information.
        
        If you are a Licensee Customer, you may only use Information for your Internal Purposes.
        
        If you are a Licensee Reseller, except as set forth in this Section 7(b)(ii), You may not, directly or indirectly, make use of, distribute, copy, reproduce, store, or sell the Information, or other content obtained or derived from the Coyote APIs without the express written consent of Coyote in each instance. You must not commingle, combine or aggregate Information associated with a Customer with any other data for any purpose, including without limitation developing algorithms and tools or providing analytics services to customers of Licensee Reseller. You may (A) use, copy, and store Information associated with a Customer only as necessary to use and make the Reseller Application available to such Customer in accordance with the terms and conditions of this Agreement; and (B) distribute Information only to the Customer associated with such Information, and to an entity that has a bona fide interest in the shipment associated with such Information (e.g., consignee or third party payor), but only at the direction of the Customer associated with such Information. Notwithstanding the foregoing, You may not use Information to (X) support any business directed to offering transportation services (e.g., to provide freight brokerage services in competition with Coyote and its Affiliates) or transportation information services to third parties; (Y) perform service and financial performance analytics regarding Coyote Services (e.g., audit or calculation of adjustments and refunds against Coyote Services fees; reconciliation of invoices for Coyote Services; or identifying carrier capacity); or (Z) perform comparisons of Coyote Services or financial or operational performance thereof with the service or financial or operational performance of other logistics providers including, without limitation, freight brokerages, motor carriers and 4PLs.
        
        Obligations of Licensee.
        Licensee must have in place appropriate technical, physical and organizational measures to protect Information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. Licensee will indemnify the Coyote Parties and their respective successors and assigns (“Indemnitees”), and hold such Indemnitees harmless from any Claims arising out of the use by Licensee of such Information other than as authorized by this Agreement, including unauthorized access to such Information by third parties. Licensee warrants that Licensee’s use of the Information will be in compliance with any additional usage requirements provided by Coyote from time to time on thirty (30) days’ notice. For clarity, and without limiting the restriction above, the rights in the Information do not include the right to aggregate the Information, or derive or develop information, services, or products that use the Information other than as expressly permitted under this Agreement. In developing and operating the Licensee Application(s), Licensee must comply with all Applicable Laws governing the collection, processing, storage, transmission, or use of personally identifiable information or data in any applicable jurisdiction, including but not limited to privacy laws, rules, and regulations.
        
        Data Protection Obligations of Licensee Licensee warrants, represents and covenants that it:
        
        Shall at all times comply with Applicable Data Protection Law;
        
        Without prejudice to the generality of Section 7(c), has implemented and shall maintain appropriate technical and organizational measures to protect Personal Data against a Personal Data Breach and shall inform Coyote without undue delay in the event of a Personal Data Breach involving the Personal Data Processed under this Agreement; and
        
        Shall Process, and shall ensure that the individuals or entities to whom Licensee distributes or makes available the Coyote Materials (or functionality enabled by the Coyote Materials) Process, the Personal Data solely for the purposes outlined in this Agreement.
      8. Ownership of Coyote Materials.
        Licensee hereby acknowledges and agrees that Coyote, its Affiliates, or their licensors are the owner of all right, title, and interest in and to the Coyote Materials. Licensee acknowledges that it has not acquired, and will not acquire, any ownership interest in the Coyote Materials by reason of or in relation to this Agreement. Licensee will not at any time do or knowingly permit to be done any act or thing that would in any way impair the rights of Coyote, its Affiliates or its licensors in and to the Coyote Materials. Coyote reserves all rights pertaining to the Coyote Materials not specifically granted herein.
      9. Coyote Required Changes.
        Coyote may terminate access to, provide Updates to, alter, modify, or supplement any or all of the Coyote Materials or Coyote Services, including any services or systems associated with such materials, at any time for any reason. During the Term, Licensee will ensure that the Licensee Application(s) comply with any changes to the Coyote Materials, including any Updates, within three (3) months after notice from Coyote of such requirements.
      10. Testing and Approval.
        If Coyote reasonably determines that a Licensee Application is not in compliance with this Agreement at any time, upon Coyote’s request for recall, Licensee will submit the applicable Licensee Application to Coyote for testing and if Licensee is a Licensee Reseller, Licensee will immediately stop any further distribution of, or onboarding of new Customers to, such Reseller Application until Coyote has determined such Licensee Product is in compliance with this Agreement.
      11. Integrator Terms.
        
        Integrator Security Elements.
        Licensee Reseller must request from Coyote for each Integrator security element and embed such security elements into the Interface of each copy of a Reseller Application distributed to the Integrator such that each request to the Coyote APIs from an Integrator Offering will include such Integrator security element.
        
        Downstream Terms
        Any agreement between Licensee Reseller and an Integrator granting the Integrator right to distribute, license, grant access to or otherwise resell any Reseller Application must be in writing and include the following terms (“Reseller Agreement”):
        
        Integrator agrees and acknowledges that the Reseller Application provides access to cloud based information services (“Third Party Provider Services”) provided by a third party (a “Third Party Provider”). Coyote is one such Third Party Provider.
        
        Third Party Providers are intended third party beneficiaries of Integrator’s obligations under the Reseller Agreement with regard to access to and use of the Interface as part of the Reseller Application and the Third Party Provider Services, and Third Party Providers may enforce any provision of the Reseller Agreement directed thereto.
        
        Coyote as a Third Party Provider is not liable to Integrator for any damages, whether direct, indirect, incidental or consequential with regard to Integrator’s access to or use of the Interface as part of the Licensee Product, any Third Party Provider Service or any information provided by the Third Party Provider Service.
        
        Integrator must not modify the Reseller Application.
        
        Integrator will ensure Integrator Offerings incorporate the latest Reseller Application.
        
        Integrator shall not modify, translate, reverse engineer, disassemble, decompile, replicate or create derivative works based upon the Interface, or otherwise attempt to discover the underlying source code of the Interface for any purpose.
        
        If Integrator makes a Reseller Application available to Customers as a hosted service or hosted software, Integrator must comply with Section 6 and 7 of this Agreement as regards the Reseller Application as if it is Licensee Reseller.
        
        Integrator must not make Reseller Application or Integrator Offerings available through sub-distributors.
        
        Integrator will ensure either that (1) it does not Process Personal Data or (2) if it Processes Personal Data, that it does so subject to the same limitations, and the same representations, warranties, covenants and indemnities, as if it were a Licensee acting as a Reseller.
      12. Term and Termination.
        
        Term.
        This Agreement will become effective on the date Licensee first uses the Coyote APIs or downloads the API Technical Documentation and will remain in full force and effect thereafter until terminated as provided herein (the “Term”).
        
        For Convenience.
        Without affecting any other remedy or termination right or available to it, either party may terminate this Agreement, and Coyote may terminate any of the licenses granted hereunder, for convenience at any time upon thirty (30) days’ written notice to the other party.
        
        Effect of Termination.
        Upon the termination of this Agreement for any reason whatsoever:
        
        all licenses granted hereunder will immediately terminate;
        
        Licensee will immediately cease and desist from all access to and use of the Coyote Materials, and, within five (5) business days after the effective date of termination, deliver to Coyote or its duly authorized representative, or certify in writing that it has destroyed, all materials provided to Licensee by Coyote, including, without limitation, all copies of the Coyote Materials, Information, and all other Coyote Confidential Information and Trade Secrets, including all copies of such materials and information stored on electronic media;
        
        Licensee acknowledges and agrees that Coyote has the right within its sole discretion to (A) notify the Customers of the termination, expiration, or non-renewal of this Agreement, and (B) offer Customers an alternative solution through which to receive Coyote Services; and
        
        Licensee will not be entitled to any compensation from Coyote as a result of the termination, expiration, or non-renewal of this Agreement.
        
        Survival.
        Sections 1, 7(b), 7(c), 7(d), 8, 12(c) and (d), 14 – 17, and 19 will survive the termination, expiration, or non-renewal of this Agreement for any reason.
      13. Customer Relations.
        Licensee Reseller acknowledges that customers of the Reseller Application(s) are customers of Coyote as well as customers of Licensee Reseller. Nothing in this Agreement will prevent or limit Coyote marketing to or contacting its customers in any way.
      14. Confidential Information and Trade Secrets.
        Except as specifically permitted by this Agreement in connection with Licensee’s performance hereunder, Licensee will not use, disclose, or permit any Person to access any (i) Trade Secrets during the Term and thereafter and (ii) Confidential Information during the Term and for a period of five (5) years thereafter. Licensee may disclose Confidential Information and Trade Secrets only to its employees who need to know such information for the purposes of performing its obligations under this Agreement; provided that Licensee will (A) ensure that such employees comply in all respects with this Section 14, and (B) remain directly liable for any action or inaction by any employee to the same extent as if action or inaction had been performed by Licensee. Licensee acknowledges and agrees that Coyote would have no adequate remedy at law available to it, and that monetary damages alone would not be an adequate remedy, for Licensee’s breach or threatened breach of this Section 14, and Coyote therefore is entitled to specific performance or an injunction restraining any actual, threatened, or further breaches of Licensee’s obligations under this Section 14 or any other appropriate equitable order, interim relief, or decree available in the applicable jurisdiction, without any requirement of the posting of a bond, in addition to all other available remedies at law or in equity.
      15. Disclaimers of Warranties.
        THE COYOTE MATERIALS ARE PROVIDED “AS IS” AND IN THEIR PRESENT STATE AND CONDITION. THE COYOTE PARTIES MAKE NO WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING, OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, TITLE OR NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR USE OF THE COYOTE MATERIALS, AND HEREBY DISCLAIM AND EXCLUDE ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS, AND TERMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
        THE COYOTE PARTIES MAKE NO WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING, OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE COYOTE MATERIALS. COYOTE DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE COYOTE SYSTEMS, AND ACCESS TO SUCH COYOTE SYSTEMS MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF COYOTE’S CONTROL. THE COYOTE PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE CAUSED BY SUCH INTERFERENCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO LICENSEE. THIS AGREEMENT GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. LICENSEE AGREES AND ACKNOWLEDGES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY PROVIDED IN THIS AGREEMENT ARE FAIR AND REASONABLE.
      16. Limitation of Liability.
        NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COYOTE PARTIES WILL NOT BE LIABLE TO LICENSEE, ANY CUSTOMER, OR ANY THIRD PARTY TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL, OR SPECIAL DAMAGES, LOST OF PROFITS, SAVINGS, OR REVENUE, OR LOSS OF DATA ARISING OUT OF THIS AGREEMENT, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, OR USE OF THE COYOTE MATERIALS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. IN NO EVENT WILL THE COYOTE PARTIES’ LIABILITY FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT, OR OTHERWISE, OF ANY TYPE EXCEED, IN THE AGGREGATE, ONE THOUSAND DOLLARS ($1,000). ANY CLAIM FOR DAMAGES IN EXCESS OF ONE THOUSAND DOLLARS ($1,000) IS HEREBY WAIVED BY LICENSEE, ANY CUSTOMER, OR ANY THIRD PARTY. WITH RESPECT TO ANY EVENT THAT CONSTITUTES A BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE), LICENSEE MAY SEEK DAMAGES SOLELY IN ACCORDANCE WITH THE LIMITATIONS SET FORTH IN SECTION 15 AND THIS SECTION 16. ANY CLAIM NOT MADE BY LICENSEE WITHIN SIX (6) MONTHS AFTER THE FIRST EVENT GIVING RISE TO A CLAIM WILL BE DEEMED IRREVOCABLY WAIVED. THIS LIMITATION OF LIABILITY WILL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF COYOTE, OR IN THE EVENT OF PERSONAL INJURY OR DEATH CAUSED BY COYOTE.
      17. Indemnification.
        Licensee (including when acting as a Reseller) will, at Licensee’s sole cost and expense, indemnify and hold harmless, and at Coyote’s option defend, the Indemnitees from and against any and all claims, actions, proceedings, losses, damages, rulings, judgments, costs, and expenses, including without limitation legal fees (any of the foregoing, a “Claim”) incurred directly or indirectly by an Indemnitee that arise out of or relate to (a) any license of the Licensee Application by Licensee; (b) any performance, non-performance, or malperformance issues related to the Licensee Application (excluding Claims based solely on the Coyote Materials, but not excluding Claims based on the combination, operation, or use of the Coyote Materials with anything other than Coyote Materials) such as damages for the inability of any users to access the Coyote Systems or any Personal Data Breach; (c) any Claim that the Licensee Application or any portion or use thereof (excluding Claims based solely on the Coyote Materials, but not excluding Claims based on the combination, operation, or use of the Coyote Materials with non-Coyote Materials) infringes the intellectual property rights of a third party or constitutes an act of unfair competition in violation of any Applicable Law; (d) any breach by Licensee of its obligations under Section 14 and/or Section 7(d); or (e) any actual or alleged failure of Licensee, Licensee’s Integrator (including any Integrator with whom a Licensee acting as a Reseller contracts), or the individuals or entities to whom Licensee distributes or makes available the Coyote Materials (or functionality enabled by the Coyote Materials), to comply with Applicable Data Protection Law in Processing Personal Data.
      18. No Unapproved Publicity.
        Licensee agrees that it will not, without prior written consent of Coyote in each instance: (i) use in advertising, publicity or otherwise the name of Coyote or any of its Affiliates (including, without limitation, United Parcel Service of America, Inc.), or any partner or employee of Coyote or its Affiliates, nor any trade name, trademark, trade dress, or simulation thereof owned by Coyote or any of its Affiliates; or (ii) represent, directly or indirectly, that any product or any service provided by Licensee has been approved or endorsed by Coyote or any of its Affiliates.
      19. Miscellaneous.
        
        U.S. Government Restricted Rights.
        Use, duplication, or disclosure of the Coyote Materials by the United States Government is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR- 52-227.19, as applicable.
        
        Compliance with Laws.
        In performing under this Agreement, Licensee will strictly comply with all Applicable Laws and will take no action or inaction which would: (i) cause the Coyote Parties to be in violation of any laws, rulings, or regulations applicable to it; or (ii) negatively reflect on the goodwill or reputation of the Coyote Parties. Licensee will ensure that, at all times, its sale, supply, handling, and use of Licensee Application and the Coyote Materials is in strict accordance with all applicable export and re-export laws and regulations. Licensee will comply to the extent applicable with the United States Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the International Traffic in Arms regulations (“ITAR”), any regulations or licenses administered by OFAC, as well as other U.S. laws and regulations. Licensee agrees to comply with the EAR, ITAR, OFAC and all applicable U.S. laws and regulations in Licensee’s handling and use of Licensee Application(s) or the Coyote Materials and to not export or re-export the Licensee Product or the Coyote Materials. Without limiting the generality of the foregoing, Licensee agrees, represents, and warrants that no Licensee Application or Coyote Materials will be distributed to, accessed from, downloaded in, released in, carried to, transferred to, transshipped through or to, exported to, or re-exported to (A) the Restricted Territory (or a national or resident thereof); (B) any Person or organization on the U.S. Treasury Department’s list of Specially Designated Nationals; or (C) any Person or organization on the U.S. Department of Commerce’s Denied Persons List or Entity List. Licensee acknowledges that the countries and the Persons or organizations in subsections (A) through (C) may change from time to time. Licensee will monitor the same and comply with this provision notwithstanding any such changes. For convenient reference only, information on the countries and the persons, entities, or organizations in subsections (A) through (C) may be found at the following:
        https://www.treasury.gov/ofac/downloads/sdnlist.txt
        https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx
        https://www.bis.doc.gov/complianceandenforcement/liststocheck.htm
        
        Force Majeure.
        Neither party hereto will be liable for the failure to perform any of its obligations under this Agreement if such failure is caused by the occurrence of any event beyond the reasonable control of such party, including, without limitation, fire, flood, strikes, other industrial disturbances, failure of raw material suppliers, failure of transport, accidents, wars, riots, insurrections, acts of terrorism, acts of God, or orders of governmental agencies.
        
        Assignment.
        This Agreement, including any rights, licenses, or obligations under this Agreement, may not be assigned or transferred by Assignment by Licensee to any other Person or entity without the prior written consent of Coyote, and any attempted assignment or transfer without such consent will be void. Coyote may assign, delegate, transfer, or subcontract all or any part of this Agreement or any rights or obligations hereunder to any of its Affiliates without the need for any approval or consent from Licensee. For purposes of this Agreement, “Assignment” includes, but is not limited to, any merger or sale of all or substantially all of the assets of Licensee, any sale or other transfer of thirty percent (30%) or more of the shares or voting interests of Licensee or control thereof, or any transfer of this Agreement, or any portion hereof, whether by operation of law or otherwise. In the event of any Assignment of this Agreement with the prior written consent of Coyote, this Agreement will be binding upon and inure to the benefit of each of the parties and their respective legal successors and permitted assigns.
        
        Independent Parties; Third Party Beneficiaries.
        The parties are independent parties and nothing herein will be construed as creating an employment or agency relationship, partnership, or joint venture between the parties. The parties acknowledge and agree that this Agreement does not create a statutory distributor, dealer, or sales agent contract. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party, or to bind such other party in any manner. Except for Indemnitees, no Person other than a party to this Agreement, and their permitted successors and assignees, will have any right to enforce any of its terms.
        
        Non-Exclusivity.
        Nothing in this Agreement will be construed to preclude or restrict Coyote in any way from (i) entering into similar arrangements with any other Person or (ii) from dealing or contracting directly with Customers.
        
        Waiver.
        Except any claim waived under Section 16, no failure or delay by a party to exercise any right or remedy provided under any provision of this Agreement or Applicable Law, or any waiver of any rights or obligations of either party under this Agreement, will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of the same or any other right or remedy. No single or partial exercise of a right or remedy under this Agreement or Applicable Law will prevent or restrict the further exercise of that or any other right or remedy. Any waiver of a right or remedy under this Agreement or Applicable Law will be effective only pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver will be effective only in the specific instance and for the specific purpose stated in such writing.
        
        Amendment.
        This Agreement may not be modified or amended except by a writing signed by authorized representatives of each of the parties to this Agreement.
        
        Entire Agreement.
        This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and supersedes and terminates any and all prior or contemporaneous representations, understandings, and agreements related thereto, all of which are merged in this Agreement.
        
        Severability of Provisions.
        In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement will remain valid and enforceable according to its terms.
        
        Governing Law and Language.
        To the fullest extent permitted by Applicable Law, this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation, including, but not limited to, breach of contract, tort (including negligence), and misconduct of the parties will be governed by and construed in accordance with the laws of Illinois, excluding its conflict of law principles.
        
        Arbitration and Jurisdiction.
        Except for the right of either party hereto to apply to a court of competent jurisdiction for an injunction or other interim or equitable relief or provisional remedies available under Applicable Law to preserve the status quo pending the selection and confirmation of the arbitrators, or to prevent irreparable harm related to Licensee’s use of the Coyote Materials in breach of this Agreement, and to enforce the award of the arbitrators, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in Chicago, Illinois, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties hereby consent to such venue and waiving and agreeing not to plead or claim that any such action or proceeding has been brought in an inconvenient forum. The award of the arbitrators will be final and binding, and the parties hereto explicitly waive request for review under Article V Section 1 of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, if applicable. Upon agreement of the parties, arbitration proceedings may be conducted outside of the administrative control of the AAA. Arbitration will be conducted by a panel of three members, one member selected by Coyote, one member selected by Licensee and the third member, who will be chairman, selected by agreement between the other two members. The arbitrators will be attorneys with a background or training in computer law, computer science, or marketing of computer industry products. All arbitration proceedings will be conducted in the English language. Notwithstanding anything to the contrary in this Section, the arbitrator(s) appointed to resolve disputes may not award or rule on rescission, reformation or other modification of this Agreement, or on issues of the ownership, validity or registration of any intellectual property (including without limitation trademarks, service marks, trade names, proprietary information and know-how, and rights in content, materials, software and other technology) belonging to Coyote or its Affiliates. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well those incurred in any action for injunctive relief, or in the event further legal action is taken to enforce the award of arbitrators.
        
        Remedies.
        Except where specified otherwise, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity.
        
        Further Assurances.
        Licensee agrees to execute, or to arrange for the execution and performance of, any additional documents that may be necessary or otherwise reasonably requested by Coyote to evidence the granting of the licenses hereunder and to otherwise implement the purposes hereof.

EXHIBIT A
DEFINITIONS

Affiliates means parties that control, are controlled by, or under common control with another Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of such Person whether through the ownership of voting securities or otherwise.
Agreement means, collectively, the cover page, the terms and conditions, and all Exhibits, Schedules, Appendices, and documents referenced herein or therein and attached hereto, which are hereby incorporated by reference.
API Technical Documentation means the instructions, including any sample code, for creating Interfaces to the Coyote APIs, and any Updates thereto.
Applicable Data Protection Law means any privacy or data protection law or regulation that applies to the Processing of personal data, personally identifiable information or similar under this Agreement.
Applicable Law means any applicable law, regulation, or rule or any ruling of a court or other body of competent jurisdiction.
Assignment has the definition provided in Section 20(d).
Claim has the definition provided in Section 18.
Confidential Information means any information or material that is of value to the Coyote Parties and is not generally known to third parties, or a Coyote Party obtains from any third party that the Coyote Party treats as proprietary whether or not owned by the Coyote Parties. “Confidential Information” does not include information that Licensee can prove by competent evidence was: (i) known by Licensee at the time of receipt from the Coyote Parties and not subject to any other nondisclosure agreement between the parties; (ii) as of the date this Agreement is effective, or has become, generally known to the public through no fault or action of Licensee; (iii) otherwise lawfully and independently developed by Licensee without reference to Confidential Information of the Coyote Parties; or (iv) lawfully acquired by Licensee from a third party without any obligation of confidentiality.
Coyote APIs means those APIs operated by Coyote and its Affiliates (including without limitation Coyote Logistics LLC and its Affiliates) for which Coyote has provided Licensee the corresponding API Technical Documentation, and at a minimum those APIs identified on Exhibit B.
Coyote Materials means the Coyote APIs, API Technical Documentation, Information, and Coyote Systems, collectively.
Coyote Parties means Coyote and its then current Affiliates, and its respective shareholders, officers, directors, employees, agents, partners, third party suppliers, and third party licensors.
Coyote Services means transportation brokerage services, transportation management services, and any other logistics services provided by Coyote or its Affiliates.
Coyote Systems means Coyote’s and its Affiliates’ computer and network systems which host the Coyote APIs and are accessed by the Licensee Application.
Customer means a Person that is a customer of the Coyote Services.
Customer Application means software application(s) developed by Licensee if it is a Licensee Customer.
Hosting Provider means a third party service provider that has contracted with Licensee to host the Licensee Product at the third party service provider’s location in the Territory.
Indemnitee has the definition provided in Section 7(c).
Information means information including any Personal Data (i) related to Coyote Services provided from the Coyote Systems or (ii) generated in connection with Coyote brokering shipping for a Customer.
Integrator means a Person to whom Licensee Reseller has granted the right to distribute any Reseller Application, in accordance with the restrictions of this Agreement.
Interfaces means software that exchanges information with the Coyote APIs developed by Licensee in accordance with the API Technical Documentation and this Agreement.
Internal Purposes means a Person’s use within its business to process and manage shipments for such Person’s sole benefit. For clarity, “Internal Purposes” does not include the resale, distribution, redistribution or granting access to Coyote APIs to third parties, or use of any Coyote API to provide transportation or logistics services to any third party.
Licensee Application(s) means the Customer Applications and Reseller Applications, cumulatively.
Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or other legal entity.
Personal Datameans any information relating to an identified or identifiable natural person provided to Licensee by Coyote or provided by Coyote to Licensee in each case under this Agreement. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the individual’s physical, physiological, genetic, mental, economic, cultural or social identity.
Personal Data Breachmeans any breach of security that leads to the unauthorized, accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed.
Processing or Process means any operation or set of operations which is performed upon Personal Data or on sets of Personal Data, whether or not by automated means.
Reseller Application means software application(s) developed by Licensee if it is a Licensee Reseller.
Restricted Territory means any country subject to embargo or sanctions by the United States Department of the Treasury’s Office of Foreign Assets Control.
Term has the definition provided in Section 11.
Territory means the contiguous forty-eight (48) states of the United States, Washington, D.C., Canada, and Mexico. For clarity, Alaska, Hawaii, Guam, Puerto Rico and the U.S. Virgin Islands are not within the Territory.
Trade Secret means information of Coyote (which is deemed to include its associated companies) which is not commonly known by or available to the public, which (i) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Update(s) means error corrections, modifications, updates, enhancements, or revisions to the Licensee Application(s) or the Coyote Materials.

EXHIBIT B
COYOTE APIs

COYOTE APIs	DESCRIPTION
Coyote Truckload Quoting API	The Coyote Truckload Quoting API identifies truckload transportation services brokered by Coyote in the Territory and displays applicable rates.
Coyote Less Than Truckload Quoting API	The Coyote Less Than Truckload Quoting API identifies less than truckload transportation services brokered by Coyote in the Territory and displays applicable rates.
Coyote Tracking API	The Coyote Tracking API provides shipment status reports for shipments in the Territory.
Coyote Document API	The Coyote Document API allows the submission and retrieval of documents for a given shipment ID associated to a Coyote customer.
Coyote Load Management API	The Coyote Load Management API allows the creation, adjustment and cancellation of shipment in the Territory.
Coyote Available Loads API	The Coyote Available Loads API identifies available shipments in the Territory.
Coyote Book It Now API	The Coyote Book It API allows for the booking of available brokered shipments in the Territory.

COOKIE POLICY

Last revised: August 20, 2020

Like other websites, our websites use cookies and similar technologies like scripts and pixel tags (“Cookies”) to learn more about how people use our websites and to serve targeted advertising to them. In this Cookie Policy, we provide information about these Cookies and how to control them. This Cookie Policy forms part of the Privacy Policy of Coyote Logistics LLC and its affiliated companies and properties (collectively, “Coyote”, “we”, “us”, “our”).

You can choose whether to accept the use of cookies and similar technologies in general by changing the settings on your browser, or by changing specific settings for the Site (as set out in Section 2 of this Cookies Policy). However, if you disable cookies and similar technologies, your experience on the Site may be diminished and some features may not work as intended.

By using our websites, you consent to our use of Cookies and our processing of information collected through such cookies, in accordance with this Cookie Policy and our Privacy Policy. You can withdraw your consent at any time by deleting placed cookies and disabling Cookies in your browser, or as explained below.

We may change this Cookie Policy at any time. The date at the top of this Policy indicates when this Cookie Policy was last revised. Any changes in this Cookie Policy will become effective when we make the revised Cookie Policy available on or through our website.

If you have any questions, please contact us by email at privacy@coyote.com, or write to us at the following address: 2545 W. Diversey Ave., Chicago, IL 60647.

Topics:

- - - 1. Cookies: How We Use Them
      2. How to Control and Delete Cookies
      3. List of Main Coyote Cookies
      4. List of Third-Party Cookies

1. Cookies: How We Use Them

We use Cookies to enhance your online experience and for other purposes, as described below.

We use both session and persistent Cookies. Cookies can either be persistent (i.e., they remain on your computer or device until you delete them) or temporary (i.e., they last only until you close your browser).

We use first-party and third-party Cookies. First-party Cookies are used and controlled by us to provide services on the website. Third-party cookies are controlled by third parties, mostly for the purpose of analytics.

In particular, our websites use the following categories of cookies:

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2. How to Control and Delete Cookies

If you wish to restrict or block the Cookies that are set by Coyote, you can do this through your browser settings. The Help function within your browser should tell you how.

Alternatively, you may wish to visit http://www.allaboutcookies.org/manage-cookies/index.html, which contains comprehensive information on how to do this on a wide variety of browsers. You will also find details on how to delete Cookies from your computer or device as well as more general information about Cookies. You may also opt out of the Cookies as indicated in section 4 below.

Please be aware that restricting Cookies may have an impact on website functionality.

3. List of the Main Coyote Cookies

This is a list of the main Cookies that are set by the website, and a description of what each is used for.

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        Privacy Choices: N/A

4. List of Third-Party Cookies
Coyote may use suppliers who also set Cookies on our websites on its behalf in order to deliver the services that they are providing. Such suppliers and the Cookies that they use on our websites are listed below. If you would like more information about the Cookies used by these suppliers, as well as information on how to opt-out, please see their individual privacy policies and read the descriptions below.

- - - - Party: 6sense
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        For More Information: Coyote uses 6sense and other third parties to serve targeted advertising to you. These companies place or recognize a unique cookie on your browser (including through the use of pixel tags). They also use these technologies, along with information they collect about your online use, to recognize you across the devices you use, such as a mobile phone and a laptop.
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        Service: Advertising
        For More Information: Coyote uses AppNexus to provide targeted advertising to you.
        Privacy Choices: More information about cookies and cookie management can be found on http://optout.networkadvertising.org.
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        For More Information: Coyote uses Bing to provide targeted advertising to you.
        Privacy Choices: More information about cookies and cookie management can be found on www.allaboutcookies.org and www.aboutcookies.org.
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        For More Information: Coyote uses Bidswitch to provide targeted advertising to you.
        Privacy Choices: More information about cookies and cookie management can be found on www.allaboutcookies.org and www.aboutcookies.org.
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        Service: Advertising
        For More Information: Coyote uses Casale Media Online Advertising Exchange (Index) to provide targeted advertising to you.
        Privacy Choices: More information about cookies and cookie management can be found on http://optout.networkadvertising.org.
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        Service:Analytics
        For More Information: Coyote uses Crazy Egg to anonymously track a random sample of users’ clicks and scroll actions to improve the user experience.
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        Service: Advertising
        For More Information: Coyote uses Eyeota to provide targeted advertising to you.
        Privacy Choices: More information about cookies and cookie management can be found on www.allaboutcookies.org and www.aboutcookies.org.
      - Party: Facebook
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        Privacy Choices: More information about cookies and cookie management can be found on www.allaboutcookies.org and www.aboutcookies.org.
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        Service:Advertising
        For More Information: Coyote uses Google DoubleClick, Adwords and Dynamic Remarketing to provide targeted advertising to you. To learn more about how Google collects and uses information for online advertising, please visit https://policies.google.com/privacy?hl=en-US.
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        Service: Analytics
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        Privacy Choices: More information about cookies and cookie management can be found on www.allaboutcookies.org and www.aboutcookies.org.
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        Service: Performance
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        Privacy Choices: More information about cookies and cookie management can be found on www.allaboutcookies.org and www.aboutcookies.org.
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WEBSITE TERMS OF USE END USER SOFTWARE LICENSE AGREEMENT COYOTE API TERMS OF USE COOKIE POLICY

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DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

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COPYRIGHT

NO WARRANTIES

NO USE WHILE DRIVING

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COYOTE API TERMS OF USE
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EXHIBIT A
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EXHIBIT B
COYOTE APIs