Terms of Service

These terms and conditions (these “Terms”) govern the sale and provision of services (“Services”) by DQid, Inc., a California corporation (“DQid”) to the buyer (“Customer”) as set forth in the order form signed by Customer for the Services of DQid (“Order Form”). For accounts created online, the Order Form is the plan and quantities Customer selects when signing up. The Services may include, but are not limited to, licensing, registration, administrative services, driver qualification file management, log auditing, background checks, controlled substance testing, DOT safety services, risk management, asset management, periodic inspection tracking, maintenance management, online driver training, and related reports for Customer's vehicles (trucks, tractors, buses, and trailers, etc., collectively referred to as “Vehicles”).

The Order Form and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior and contemporaneous understandings, agreements, negotiations, representations, and communications, both written and oral. These Terms prevail over any of Customer's general terms and conditions of purchase, regardless of when or whether Customer has submitted its purchase order or such terms. Fulfillment of the Order Form by DQid does not constitute acceptance of any Customer terms and conditions and does not modify these Terms.

DQid agrees to perform the Services specified in the Order Form in accordance with applicable laws, regulations, and professional standards. The Services will be performed in a timely and professional manner. Customer agrees to provide DQid with all accurate information required to perform the Services. Customer will be responsible for any additional costs, fines, or issues arising from incorrect or incomplete information provided, insurance certificate errors, delays in processing, or other matters beyond DQid's control. DQid may utilize contractors or agents to perform the Services at its sole discretion. DQid may change the Services identified in the Order Form without Customer's consent, provided such changes do not materially affect the nature or scope of the Services or agreed fees.

Part of the Services provided may include access to DQid software, mobile applications, or other software services (collectively “Software”). Customer is responsible for compliance with any applicable terms and conditions related to the Software as identified in the Order Form. In the event of any conflict between this Agreement and the terms of the Order Form, the Order Form terms shall prevail.

“Deliverables” refer to any reports generated for the Customer using Customer data through any Service or Software provided by DQid. Except for “Pre-Existing Materials,” Customer shall own all rights, title, and interest in the Deliverables, including intellectual property rights. DQid and its licensors shall retain all rights, title, and interest in any Pre-Existing Materials. DQid grants Customer a perpetual, royalty-free, non-transferable, non-sublicenseable, worldwide license to use the Pre-Existing Materials incorporated in the Deliverables as necessary for the use of the Deliverables.

DQid warrants that it will exercise due professional care in the performance of the Services and comply with applicable laws related to the Services. DQid warrants that it has sufficient rights to provide the Services under this Agreement.

EXCEPT AS EXPRESSLY STATED, DQid MAKES NO OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Exclusion of Damages. DQid and its licensors, service providers, or suppliers will not be liable for any loss of production, business, revenue, or profit, or for any indirect, incidental, consequential, exemplary, or punitive damages, even if such losses or damages were foreseeable.

Data Loss. DQid and its licensors, service providers, or suppliers will not be liable for any loss, damage, corruption, or recovery of data, or breach of data or system security.

Monetary Liability Cap. The aggregate liability of DQid and its licensors, service providers, and suppliers under this Agreement will not exceed the amounts paid by Customer under this Agreement in the year preceding the event giving rise to the claim.

Customer Indemnification. Customer shall indemnify and hold harmless DQid and its affiliates, officers, directors, employees, and agents from any claims, losses, damages, or expenses arising from Customer's negligence, violation of laws, or reliance on incorrect Customer-provided data.

DQid Indemnification. DQid shall indemnify and hold harmless Customer from any losses arising from errors in deliverables provided by DQid, except where such errors are due to Customer-provided information or third-party data.

Indemnification Procedure. The party seeking indemnification shall notify the other party promptly. The indemnifying party may assume control of the defense and investigation of the claim at its sole cost and expense.

DQid will not be liable for any delay or failure to perform due to circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government actions, or other events that prevent performance. DQid may terminate this Agreement if such an event continues for 30 days or more.

Non-Disclosure/Confidential Information. Neither party will disclose the other's confidential information except as necessary to perform the Services or as required by law.

Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.

Assignment. Customer may not assign its rights or obligations under this Agreement without DQid's prior written consent. DQid may assign this Agreement. Any unauthorized assignment is void.

Notice. Notices will be deemed given when received if delivered by hand, overnight courier, facsimile, or email to the addresses specified in the Order Form or as designated in writing by either party.

Entire Agreement. The Order Form and these Terms constitute the entire agreement between the parties and supersede all prior agreements. In case of inconsistency, the Order Form prevails, followed by these Terms.

Amendment and Waiver. Any amendment to this Agreement must be in writing and signed by both parties. No waiver of any provision will be effective unless in writing and signed by the waiving party.

Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain in effect. The parties will negotiate in good faith to replace the invalid provision with one that reflects the original intent.

Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any legal action related to this Agreement shall be brought exclusively in the courts of the State of California.