Terms of Service
Duration and Payment Terms of ContractMonth to Month Contract – Rates per driver cannot be pro-rated upon hire/termination dates. Drivers/Vehicles
will be added and removed from driver roster by client. An agreed upon set up fee can be added to add company information,
existing documents, etc. to software program including adding all provided vehicle information.
Payment – Credit Card or ACH for monthly charges will be set up and deducted from client account between 5-10th each month
unless other arrangements have been made in writing. Proverbs Technology, LLC invoices all clients on a Due on
Receipt status. We do not offer discounts for early or on time payments. Proverbs Technology, LLC reserves the right
to withhold any data or suspend client access to software until account is paid in full. Software access will be
suspended if client account is more than 45 days past due.
Terms and Conditions
- Payment Terms, Governing Law and Jurisdiction
1.1. Late Payment. Amounts past due beyond 45 days from date of invoice will be subject to a charge
of 1.5% per month.
1.2. All amounts due under the terms of this Agreement shall be due and payable in Putnam
1.3. Non-Payment. In the event of non-payment for services rendered, all costs associated with
collections will be the responsibility of (Client)
1.4. This Agreement shall be deemed to have been made and executed in Putnam County, Tennessee and
shall be construed in
1.5. accordance with and governed by the laws of the State of Tennessee. The parties agree to submit to
the personal jurisdiction and venue of a court of subject matter jurisdiction located in Putnam County,
Tennessee. In the event that litigation results from or arises out of this Agreement or the
performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees,
- Proprietary Materials and Work Product
2.1. Ownership of Proprietary Materials. Each Party is and shall remain the owner of all right, title and
interest in and to such party’s proprietary materials, and all copies thereof, and in and to all the
related trade secrets, copyrights, patents and all other proprietary rights. Neither party shall obtain
any rights or license in and to the other party’s proprietary materials.
2.2. Ownership of Work Product. Upon payment of all amounts due hereunder, title to all written work
product delivered by Proverbs Technology, LLC under this Agreement (the “Work Product”) shall vest in
Client and Client shall have the right to use, copy for Client’s employees, agents and representatives,
make derivative works from such copies and distribute such copies and works to Client’s employees,
agents and representatives. Notwithstanding the foregoing, Proverbs Technology, LLC shall retain sole and
exclusive ownership of all ideas, concepts, theories, improvements, designs, original works of
authorship, formulas, processes, algorithms, inventions, know-how, techniques, compositions of
matter and any other information owned by Proverbs Technology, LLC prior to the date of this
Agreement or generated by Proverbs Technology, LLC under this Agreement, collectively, the “Proverbs Technology, LLC Knowledge”.
- Independent Contractor. Nothing herein shall be deemed or construed to create a joint venture,
partnership, agency and/or employee/employer relationship between the parties for any purpose. The
relationship of the parties is that of independent contractor and client and is governed solely by this
Agreement. Neither party is authorized to act as agent for, nor shall otherwise on behalf of the other
party, and no action by either party bind the other party.
- Exclusion of Warranties and Limitation of Liability
4.1. Exclusion of Warranties. Proverbs Technology, LLC MAKES NO EXPRESS OR IMPLIED
REPRESENTATION OR WARRANTIES WITH RESPECT TO THE SERVICES TO BE PERFORMED BY PROVERBS TECHNOLOGY, LLC OR ANY PRODUCTS THAT MAY RESULT THEREFROM. PROVERBS TECHNOLOGY, LLC
EXPRESSLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. Without limitation to the foregoing, Client acknowledges that Proverbs Technology, LLC has been hired for
consultancy and advisory services only. ENFORCEMENT OF ALL SAFETY AND HEALTH REGULATIONS
SHALL BE THE SOLE RESPONSIBILITY OF CLIENT AND SHALL NOT BE THE RESPONSIBILITY OF PROVERBS TECHNOLOGY, LLC.
4.2. Limitation of Liability. Client acknowledges that Proverbs Technology, LLC has agreed to perform only the
specific tasks and services described in this proposal and agreement. While Proverbs Technology, LLC will
perform these specified tasks and services with the expertise claimed and with due diligence, Proverbs Technology, LLC expressly disclaims all warranties or guarantees in connection with the performance
of these tasks and services. Proverbs Technology, LLC expressly disclaims any and all liability with regard
to the technology used, the services rendered, or the tasks performed by Proverbs Technology, LLC or its
representatives. The recommendations and materials Proverbs Technology, LLC provides are purely
advisory; they may not contain every required or advisable safety or health measure and other
measures that may be required or advisable. Proverbs Technology, LLC does not imply or guarantee full
compliance with local, state or federal regulations. Proverbs Technology, LLC shall in no event be liable
for any consequential, incidental, indirect, exemplary, punitive, special or similar damages including,
without limitation, loss of profits, loss of revenues, loss of data, or for cover and the like, even if Proverbs Technology, LLC has been advised of the likelihood of the occurrence of such damages.
- Risk Allocation
5.1. Risk Allocation. Client shall indemnify, defend and hold harmless Proverbs Technology, LLC and Proverbs Technology, LLC employees, representative, agents, contractors, successors, and assigns (collectively
the “Indemnified Parties”), and shall pay any and all losses, liabilities, damages, costs and expenses
(including attorney’s fees) incurred by the Indemnified Parties as a result of Client’s operation of its
business or Client’s use of the Work Product, including, without limitation, losses, liabilities, damages,
costs and expenses arising or resulting from safety and/or health violations by Client except in each
case to the extent caused by Proverbs Technology, LLC (i) breach of this Agreement or (ii) negligence
or willful misconduct.
- Force Majeure
6.1. Any delay or failure in the performance by either Party hereunder shall be excused if and to the extent
caused by the occurrence of a Force Majeure. For purposes of this Agreement, Force Majeure shall
mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control
7.1. In the event any of the terms, sections and/or provisions of this Agreement are deemed to be void
and/or against public policy, the remainder of this agreement shall survive and remain in full force