Scope: This Agreement is made by and between IIMSWISS CORP. and its customer. This Agreement is effective upon IIMSWISS CORP.’s acceptance as indicated by its signature below as the Effective Date (the “Effective Date”). This Agreement may be executed in two or more counterparts, each of which and every subsequent addendum will be deemed an original, but all of which together shall constitute one and the same instrument. Please read this Service Agreement carefully before signing, since by signing this Agreement, you consent to all of its terms and conditions. This Agreement, as amended from time to time applies when you access or use the Services, regardless of the technology you use to access the Services.

Changes to this Agreement: We may change this Agreement at any time by giving you via written notice to you. We will notify you of a change to this Agreement by electronic media or email. Your use of the associated software after the notice means that you agree to and accept this Agreement as amended. If you do not agree to a change made in the terms of this Agreement, you must immediately stop using a software or website and advise your objection immediately. In the event you continue using this out system that will be deemed consent to amendments to the term of this agreement.

Services:

Thank you for choosing IIMSWISS CORP. as your software and service provider. As used in this Agreement, the term “you” and “Customer” refers to the above-named corporation, partnership or other business entity that enters into this Agreement. The initial Order Form is attached to this Agreement as Exhibit: Your Investment. IIMSWISS CORP. and Customer may enter subsequent Order Forms, which may supersede or complement prior Order Forms. As used in this Agreement, the term “Customer Equipment” refers to any and all computer equipment, software, networking hardware or other materials placed by or for Customer in the Service Space, other than IIMSWISS CORP. Equipment.

IIMSWISS CORP. will begin installation, initiation and service after it receives and accepts: (1) your Order copy; (2) a copy of this Agreement signed by your authorized representative and (3) payment of amounts due under Section 1.1 below, detailed on your Order copy.

1. Fees and Billing. After the final sign, IIMSWISS CORP. will start the software development and services as per Exhibit, Your Investment, additional requested features will be extra at the hourly rate. There will be transaction charges which is in USD and CAD, which will include unlimited customer support from 9AM-5PM eastern standard time. This support will not be provided directly to carriers and their drivers. That will be the sole responsibility of the customer. The software license fees is non-refundable and non-cancellable.
   1. 1.1

      Recurring Service Fees. IIMSWISS CORP. will begin billing for Recurring Service Fees on the date that is the earlier of: (a) the Installation Date specified on the Order Form; or (b) the date that Customer places Customer Equipment in IIMSWISS CORP.’ premises. If, however, Customer is unable to use the Services commencing on the Installation Date solely as a result of delays caused by IIMSWISS CORP. (this does not include delays caused by third party service providers), then the Installation Date specified in the Order Forms shall be extended one day for each day of delay caused by IIMSWISS CORP. On or about the first day of each month, IIMSWISS CORP. will bill Customer for services to be provided in the current month. Recurring Service Fees do not include monthly telephone company charges or data line charges that are each billed separately by third parties.
   2. 1.2

      Payment. All fees and charges will be due, in USD & CDN Dollars as shown in Exhibit “A”, on the first day of the service month as indicated on the IIMSWISS CORP. invoice. Late payments will accrue interest at a rate of 1.5% per month on a monthly basis, or the highest rate allowed by applicable law, whichever is lower. If in its judgment IIMSWISS CORP. determines that Customer lacks financial resources, IIMSWISS CORP. may, upon written notice to Customer, modify the payment terms to secure Customer’s payment obligations before providing Services. IIMSWISS CORP., using its sole judgment, reserves the right to determine whether to charge interest to a late paying customer, or to consider the customer as having breached this contract as specified in Paragraph 11.
   3. 1.3

      Taxes. All payments required by the Agreement are exclusive of applicable taxes shipping and Transportation charges; if applicable. The customer will be liable for and will pay in full all such amounts.
   4. 1.4

      Term. The Term of this Agreement is specified in the Order Form. This Agreement shall automatically renew as defined in section 1.6 unless either party provides written notice of nonrenewal no less than thirty (30) days before the end of the Term.
   5. 1.5

      Renewal Option. Subject to the conditions stated in Section 1.6, Customer shall have the option to renew this agreement for up to five terms, each term consisting of 36 months. Each such Renewal Term shall commence the day following expiration of, as applicable, the initial Term or the preceding Renewal Term, and shall be for a Base service charge determined pursuant to all of the terms and conditions set forth in this Agreement.
   6. 1.6

      Every renewal will be deemed to be automatic unless minimum thirty days’ notice is provided Not to renew the contract. Each Renewal will be on the same terms and conditions as are effective on the day of expiry of the current terms unless any amendment and or changes are agreed by the parties in writing before the expiry date of current term of this agreement.
2. Insurance. Customer will keep in full force and effect during the term of this Agreement:
   • Business loss and interruption insurance in an amount not less than that necessary to compensate Customer and its customers for complete failure of Service.
   • Comprehensive generally liability insurance;
   • Employer’s liability insurance; and
   • Worker’s compensation insurance.
   Customer agrees that Customer and its agents and representative shall not pursue any claims against IIMSWISS CORP. for any liability IIMSWISS CORP. may have under or relating to this Agreement unless and until Customer or Customer’s employee, as applicable first makes claims against Customer’s insurance provider(s) and such insurance provider(s) finally resolve(s) such claims. Customer should try to name IIMSWISS CORP. as an additional insured on all general liability insurance.
3. Limitations of Liability.
   1. 3.1

      Damage to Customer Business. In no event shall IIMSWISS CORP. be liable to Customer, any Customer Representative, or any third party for any claims arising out of or related to Customer’s business, Customer’s customers or clients, Customer Representative’s activities at IIMSWISS CORP. or otherwise, or for any lost revenue, lost profits, replacement goods, loss of technology, rights or service, incidental, punitive, indirect or consequential damages, loss of data, or interruption or loss of use of Service or of any Customer’s business, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise.
   2. 3.2

      Damage to Customer Equipment. IIMSWISS CORP. assumes no liability for any damage to, or loss of, any Customer Equipment resulting from any cause other than IIMSWISS CORP. gross negligence or willful misconduct. In no event will IIMSWISS CORP. be liable to Customer, any Customer Representative, or any third party for any claims arising out of or related to Customer Equipment of any lost revenue, lost profits, replacement good, loss of technology, rights or services incidental, punitive, indirect or consequential damages, loss of data, or interruption or loss of use of any Customer Equipment, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise.
4. Defense of Third-Party Claims and Indemnification.
   1. 4.1

      Defense. Customer will defend IIMSWISS CORP., its director, officer, employees, affiliate, consultants and customers (collectively, the “Covered Entities”) from and against any and all claims, actions or demand brought by or against IIMSWISS CORP. and/or any of the Covered Entities alleging: (a) with respect to the Customer’s business: (i) infringement or misappropriation of any intellectual property rights; (ii) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity; or (iii) spamming, or any other offensive harassing or illegal conduct or violation of the Acceptable Use Guidelines or Anti-Spam Policy; (b) any damage or destruction to the Service Space, which damage is caused by or otherwise results from acts or omissions by Customer, Customer representative or Customer’s designees; (c) any personal injury or property damage to any Customer employee, Customer Representative or other Customer designee arising out of such individual’s activities related to the Services, unless such injury or property damage is caused solely by IIMSWISS CORP.’s gross negligence or will misconduct; or (d) any other damage arising from the Customer Equipment or Customer’s business (collectively, the “Covered Claims”). In the event of any claim under this paragraph, IIMSWISS CORP. may select its own counsel.
   2. 4.2

      Indemnification. Customer hereby agrees to indemnify IIMSWISS CORP. and each Covered Entity from and against all damages, costs, and fees awarded in favor of third parties in each Covered Claim, and Customer will indemnify and hold harmless IIMSWISS CORP. and each Covered Entity from and against all claims, demand, liabilities, losses, damages, expenses and costs (including reasonable attorney fees) (collectively, “Losses”) suffered by IIMSWISS CORP. and each Covered Entity which Losses result from or arise out of a Covered Claim.
   3. 4.3

      Notification Customer will provide IIMSWISS CORP. with prompt written notice of each Covered Claim of which Customer becomes aware, and, at IIMSWISS CORP.’s sole option, IIMSWISS CORP. may elect to participate in the defense and settlement of an Covered Claim, provided that such participation shall not relieve Customer of any of its obligation under this Section.
5. Reliance on Disclaimer, Liability Limitations and Indemnification Obligations. Customer acknowledges that IIMSWISS CORP. has set its prices and entered into this Agreement in reliance upon the limitations and exclusions of liability, the disclaimers of warranties and damages and Customer’s indemnity obligations set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if this Agreement is found to have failed of their essential purpose.
6. Conditions of Breach. Breach of this Agreement will occur if either party does not fulfill its obligations under this Agreement and such Breach is not cured within fifteen (15) days of written notice by the other party. Specifically relating to payment of Recurring Service Fees, the Customer will be in Breach of this Agreement if Customer has not paid its invoice within thirty (30) days of the invoice due.
7. Remedies for Breach. If Customer is in Breach of this Agreement, IIMSWISS CORP. may (a) discontinue all Services to Customer; (b) disconnect Customer from its services and software usage, power and telecommunications services; (c) remove Customer Equipment from Service Space and place in storage; and (d) order Customer to pay any and all amounts due to the date that the Customer Equipment was removed and order Customer to buy out the remaining term of the Agreement as specified in the Order Form (“Early Buy Out”). If IIMSWISS CORP. is in Breach of the Agreement, Customer has the right to withhold recurring Service Fees for the time period from which the Breach occurred to the date that the Breach was cured.
8. Miscellaneous Provisions.
   1. 8.1

      Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to correct promptly such failure or delay in performance.
   2. 8.2

      Government Regulations. Customer will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside Canada in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the Canadian. Government and any country or organization of nations within whose jurisdiction the Customer operates or does business.
   3. 8.3

      Assignment. Neither party may assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other party that should not be unreasonably withheld, except to a party that acquires substantially all the assigning party’s assets or a majority of its stock as part of a corporate merger or acquisition. Any attempted assignment or delegation without such consent will be void. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
   4. 8.4

      Notices. Any notice or communication required or permitted to be given hereunder may be delivered personally, deposited with an overnight courier, sent by confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party first indicated above, or at such other address as either party may provide to the other by written notice. Such notice will be deemed to have been given as of the date it is delivered, or five (5) days after mailed or sent, whichever is earlier.
   5. 8.5

      Relationship of Parties. IIMSWISS CORP. and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between IIMSWISS CORP. and Customer. Neither IIMSWISS CORP. nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.
   6. 8.6

      Choice of Law and Arbitration. This Agreement shall be governed by the laws of the province Ontario without regard to that province’s laws concerning conflicts of laws. The Parties hereby stipulate to exclusive jurisdiction and venue in the city Toronto, Ontario. In the event a dispute arises under this Agreement, both parties agree that each shall discuss and negotiate the issues between the parties’ authorized agents, with informal escalation within the parties’ organizations as necessary to pursue and achieve resolution as expeditiously as possible. If a resolution cannot be arrived at between the parties through informal negotiations as described, either party may, within twenty (20) days after escalation, serve the other party written demand that the dispute be submitted for expedited binding arbitration. Said demand shall set forth the nature of the dispute, an approximation of the amount in question, if any, and the nature of the remedy sought. The dispute shall be submitted to expedited arbitration in accordance with the rules and procedures for commercial arbitration of the Arbitration Association or any successor organization, and judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Brampton, Ontario.
   7. 8.7

      Changes Prior to Execution. Customer represent and warrants that it made no changes to this Agreement prior to providing this Agreement to IIMSWISS CORP. for its acceptance and execution, and that IIMSWISS CORP. alone incorporated any and all changes negotiated between, and accepted by, Customer and IIMSWISS CORP. into this Agreement or into an addendum executed by both parties.
   8. 8.8

      Entire Agreement. This Agreement, together with the Order Form and IIMSWISS CORP. policies referred to in this Agreement represents the complete agreement and understanding of the parties with respect to the subject matter herein, and supersedes any other agreement or understanding, written or oral. This Agreement may be modified only through a written instrument signed by both parties. Both parties represent and warrant that they have full corporate power and authority to execute and deliver this Agreement and to perform their obligations under this Agreement and the person whose signature appears above is duly authorized to enter into this Agreement on behalf of the respective party. Should any terms of this Agreement be declared void or unenforceable by any arbitrator or court of competent jurisdiction, such terms will be amended to achieve as nearly as possible the same economic effect as the original terms and the remainder of the Agreement will remain in full force and effect. If a conflict arises between Customer’s purchase order terms and this Agreement, this Agreement shall take precedence. In the case of international, federal, state or local provisions to the contrary on the face of this purchase order, attachments to this purchase order, or on the reverse side of this purchase order, this purchase order is being used for administrative purposes only, and this purchase order is placed under the subject solely to the terms and conditions of this Agreement executed between Customer and IIMSWISS CORP.