1. DEFINITIONS

1. “Documentation” means all online help files or written specifications or instruction and user manuals provided by MM addressing the Software.
2. “Effective Date” means the date the last party executes this Agreement
3. “End User” means the (a) the Licensee and its affiliated entities that are specifically identified in the Order Form, and (b) any employee or agent of the Licensee and its affiliated entities using the Software.
4. “Licensee” means the Customer identified in this Agreement or Order Form. A Licensee may not necessarily be the End User, but is responsible for all End Users’ actions with regard to the Software.
5. “Module(s)” means any software add-ons offered for sale by MM from time-to-time that are designed for a specific purpose that works in conjunction with the Software that may be listed on the Order form, if any.
6. “New Version” means any update, maintenance release, new guide release, or other release of the Software that MM may provide to the Licensee from time to time during the Term, that may contain, among other things, error corrections, enhancements, software patches or other changes to user interface, functionality, compatibility, capabilities, performance, efficiency or quality of Software, but does not constitute a new product line that MM may from time to time introduce and market generally as a distinct licensed product and which Licensee may license from MM at the then prevailing market rate for such new product.
7. “Order Form” means the form that sets forth the business terms and incorporates the Agreement and these Terms and Conditions, as executed by Licensee and MM.
8. “MM” means MileMaker Holdco, a limited liability company, located at 8725 West Higgins Suite 900, Chicago, Illinois 60631.
9. “Software” means the platform specific versions of MM’s MileMaker® and IntelliRoute® software as described on the Order Form, and which is hosted and made available to Licensee on MM’s designated website, including any and all proprietary technology, ideas, processes, trademarks, copyrightable subject matter, proprietary data contained in, derived from and associated with the Software and any related Documentation, which allows Licensee to retrieve, via Licensee’s computer platform, mileages and routes. The Software excludes third party software licenses.
10. “Term” means the time period set forth on the Order Form. Unless earlier terminated as provided herein, the initial Term of this Agreement shall commence on the Effective Date and shall continue until the Term expires. Thereafter, the Agreement shall automatically renew for successive one (1) year periods until either party gives written notice of termination to the other Party not less than ninety (90) days in advance of the end of the initial Term or any subsequent renewal period.

2. LICENSE

Subject to the terms and conditions of this Agreement, MM grants to Licensee, the non-exclusive, non-transferable, revocable right: (i) to use the Software and Documentation for Licensee’s internal business operations; (ii) to reproduce the Documentation for Licensee’s own use (as long as there is no disclosure to third parties); and (iii) to interface the Software with Licensee’s operational and administrative software and process data from the Software for Licensee’s internal use only; (iv) to use commercially reasonable efforts to safeguard the Software and data and other information obtained from the Software, including all copies thereof, from infringement, misappropriation, theft, misuse, or unauthorized access and from all viruses, infections, worms, Trojan horses and other code that causes contamination or destruction; and (vi) to access and use Software in accordance with the requirements set forth in this Agreement and Documentation. The license set forth herein does not extend to affiliated entities of Licensee unless such entities are specifically identified on the Order Form.

3. LIMITATIONS.

1. License Usage / Restrictions. Subject to the terms hereof, Licensee may produce mileages from the Software for the purpose of computing charges included in price indexes, including tariffs, guides, listings, price sheets and other similar indexes, and Licensee may create stored mileage files on its computers which files shall be subject to the same restrictions and other provisions of this Agreement applicable to routes and files retrieved directly from the Software, including but not limited to the requirement that Licensee Destroy such files upon termination of this Agreement. Licensee agrees not to (i) assign, lease, transfer or sublicense the Software or Documentation; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to discover source code, modify or create derivative works of the Software, in whole or in part, except to the extent permitted by mandatory provisions of the applicable law; (iii) disclose or permit use of the Software to persons other than Licensee or Licensee’s End Users; (iv) customize or extend the functionality of the Software, otherwise alter, modify or translate the Software; (v) use the Software for the benefit of any third party except for incidental benefits provided to Licensee's customers as a result of Licensee's internal use of the Software; (vi) use the Software for any purpose other than designed, intended, and provided in this Agreement; or (vii) remove, delete or alter any trademarks, copyright notices or other intellectual property rights notices of MM.
2. Licensee Responsibilities. It is the Licensee’s responsibility: (i) to access and use the Software only from Licensee’s authorized locations; (ii) to monitor and be responsible for all use of the Software including all End User’s actions; (iii) to promptly notify MM if the Licensee and/or End User becomes aware of any possible third party infringement of MM’s intellectual property rights arising out of or Relating to Licensee's use of the Software and fully cooperate with MM against third parties to enforce these intellectual property.
3. APIs. MileMaker in its sole discretion sets and enforces limits on Licensee’s use of the application programming interfaces (“APIs”) and web applications (“Web App”). Licensee agrees to, and will not attempt to circumvent, such limitations. If Licensee desires to use any APIs and/or Web App beyond these limits or the license described herein, Licensee must obtain MM’s prior approval and consent. MM may decline such request for any reason or condition acceptance subject to additional terms and/or charges for that use.

4. FEES AND PAYMENT.

1. Fees. The Activation and Initial License Fee and Annual License Renewal and Maintenance Fee (“Annual Renewal Fees”) are set forth on the Order Form, and are payable on an annual basis, unless otherwise agreed to in writing. Licensee must pay all fees by their due date specified on the Order Form or otherwise within 30 days of MM’s invoice or notice. Licensee will continue to be charged during any period of suspension. In the event of any termination, Licensee will pay the unpaid balance due calculated in accordance with this section and this Agreement.
2. Increases. MM reserves the right to increase the Annual Renewal Fees at the beginning of any annual renewal term on 30 days’ advance written notice of such increase provided to Licensee prior to the end of the applicable renewal term.
3. Taxes. Payments made by Licensee under this Agreement exclude any sales, use, and excise taxes and any similar taxes, duties and charges of any kind (“taxes or duties”) imposed by any federal, state, or local government on any amounts payable by the Licensee with respect to the Software. To the extent that any such taxes or duties are payable by MM, Licensee must pay to MM the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, Licensee may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, Licensee will have the right to provide to MM any such exemption information and MM will use reasonable efforts to provide such invoicing documents as may enable Licensee to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

5. SERVICE LEVEL AND SUPPORT.

1. Service Level. During the Term of this Agreement, the Software shall be accessible by Licensee at least 99% of the time. For scheduled maintenance, MM shall use reasonable efforts to conduct such maintenance after MM’s normal business hours and/or on weekends. MM will provide advanced notice of scheduled maintenance when reasonably possible. “Service accessibility” means the percentage of minutes in a month that the key features of the Software are accessible to Licensee. Service accessibility shall not include any minutes of downtime resulting from (i) scheduled or emergency maintenance; (ii) events of force majeure; (iii) attacks on MM’s Software platform; (iv) issues associated with Licensee’s computers, systems, local area networks or internet service; or (v) inability to provide access due to Licensee’s acts or omissions.
2. Support Services. MM will use commercially reasonable efforts to maintain the Software and provide support in accordance with standard practices including providing telephone support for the Software usage five (5) days a week, 8:30am to 5:00pm Central Time, excluding weekends and MM recognized holidays.
3. Exclusions. MM will from time-to-time issue New Versions. Most instances of New Versions that provide bug fixes or performance improvements will take immediate effect upon release. If MM issues a major New Version (i.e., changes to Software behavior, input/output format, or semantic definition of data returned by the Software), MM will support any portion of the Software that has been superseded for a period of 180 days from the issuance of such New Version. Licensee agrees that MM may charge in accordance with its then current policies for any support services resulting from use of any unsupported version of the Software or any problems, errors, or inquiries relating to any hardware, system, service or other software.

6. INTELLECTUAL PROPERTY.

1. Restrictions. Intellectual Property shall include, but not be limited to: the Software, Documentation, and all other technical information of MM disclosed under this License such as technology, knowledge, know-how, expertise, practices, procedures, methods, techniques, processes, data, data analysis, devices, equipment, tools, materials, consumables, data bases, costs, revenues, graphics, designs, copyrights, trademarks, patents, trade secrets, or other information capable of copyright, trademark or patent, excluding any Licensee Confidential Information contained therein. Licensee shall not disclose any Intellectual Property of MM to any third party except as may otherwise be provided in this Agreement.
2. Ownership. All right, title and interest in the Intellectual Property of MM, including, but not limited to, the Software, as well as the Documentation, and any modifications to the Software or the Documentation, shall remain vested in MM at all times, except for the rights expressly granted to the Licensee in this Agreement. The Licensee acknowledges and agrees that the Software is being licensed, not sold, to the Licensee by MM. This Agreement does not constitute a transfer to Licensee of any title or intellectual property rights in or related to the Software, or modifications thereof. In addition, nothing in this Agreement or in the course of dealings between the parties, whether past, present or future, or usage or custom in the industry or trade, shall be construed to confer any other rights or licenses concerning the Intellectual Property not provided for in a separate written agreement upon Licensee by implication, estoppel or otherwise.

7. WARRANTIES.

1. In General. Subject to the terms of this Agreement, MM hereby warrants to Licensee that: (i) the Software does not infringe upon any third-party intellectual property rights; (ii) the Software shall substantially conform in all respects to the specifications set forth in the Documentation, when accessed and used as recommended in the Documentation and in accordance with this Agreement. The foregoing are Licensee’s sole and exclusive warranties under this Agreement.
2. Exclusions. The above warranties are subject to the following conditions: (i) the Licensee has given prompt written notice to MM of any claim, action or non-compliance, and given MM the authority to proceed as contemplated herein; (ii) Licensee has not used the Software other than as set forth in the Documentation or in a manner that results in infringement of third party rights; (iii) Licensee has cured the default within available cure periods.; (iv) any non-conforming, outages or other issues relating to the operation of, or access to, the Licensee’s systems or network; and (v) the Licensee’s, End User’s, or any third party’s negligence, abuse, misapplication or misuse of Software, including any use of the Software other than as specified in the Documentation and Agreement.
3. Disclaimers. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, MM EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SOFTWARE, DOCUMENTATION, MEDIA, AND ANY SERVICE PROVIDED BY MM, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THE SOFTWARE IS ERROR FREE OR OPERATES WITHOUT INTERUPTION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR LICENSEE’S INTENDED USE. THE SOFTWARE IS SOLD “AS IS”.

8. LIMITATION OF LIABILITY.

EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY OR ITS REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFIT, DATA, USE, OR BUSINESS INTERRUPTION IN CONNECTION WITH OR ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, THE EXISTENCE OF THE FURNISHING, FUNCTIONING OR USE OF ANY ITEM OF SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT MM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MM’S OR LICENSEE’S MAXIMUM CUMULATIVE LIABILITY FOR DAMAGES OR LOSSES WHETHER ARISING OUT OF BREACH OF THIS AGREEMENT OR TORT (INCLUDING NEGLIGENCE) EXCEED THE TOTAL FEE PAID BY LICENSEE FOR THE LICENSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO SUCH BREACH OR DURING THE FIRST 12 MONTHS THIS AGREEMENT IS IN EFFECT SHOULD A CLAIM ARISE DURING SUCH TIME.

9. CONFIDENTIAL INFORMATION.

“Confidential Information” includes for MM: the pricing in this Agreement and any information related to the Intellectual Property of MM, including, but not limited to, the Software, its Documentation, the Schedules, information, data, data sheets, benchmark tests, specifications, and any other proprietary information clearly marked as "confidential information” or reasonably understood as confidential under the circumstances; and for Licensee: all non-public Licensee information and all Licensee content and data generated from its use of the Software and/or the ancillary back-up/hosting of such content by MM and the fact that Licensee is a customer of MM. Each party acknowledges and agrees that they each may gain access to or become familiar with the other party’s Confidential Information. Confidential Information of either party will be used solely for the purpose of this Agreement and will not be directly or indirectly disclosed, by action or omission to any third party without the other party's prior written consent. Each party agrees to exercise at least the same degree of care as it would in protecting its own Confidential Information, but in no event less than a commercially reasonable degree of care from unauthorized use and disclosure. Each party agrees to limit disclosure of Confidential Information to only representatives, consultants, or agents who need to know in relation to this Agreement and are subject to confidentiality duties or obligations substantially similar to those in this Agreement. Confidential Information does not include information that the receiving party can show is (i) publicly available, (ii) obtained independently without violation of this Agreement, (iii) obtained from third parties without restrictions on disclosure, or (iv) required to be disclosed by applicable law, order of a court or other governmental entity. Issuance does not constitute general publication of the Software or any other Confidential Information.

10. TERM

Unless earlier terminated as provided herein, the initial term of this Agreement shall commence on the Effective Date and shall continue until the initial Term set forth on the Order Form expires, provided that if neither party gives notice to the other party of its intent not to renew the Agreement, the Agreement shall automatically renew for 12 months upon each anniversary of the end of the initial Term.

11. TERMINATION AND REMEDY.

1. Termination. MM may terminate this Agreement immediately if: Licensee materially breaches any term or condition, of this Agreement, including, but not limited to, any use limitations or payment obligations. Licensee will be given 30 days to cure any default. Licensee will have the right to terminate this Agreement: (i) for MM’s uncured breach; or (ii) Licensee terminates its business activities or becomes insolvent, is unable to pay its debts as they mature, makes an assignment for the benefit of creditors, files for bankruptcy, or becomes subject to direct control of a trustee, receiver or similar authority. MM may suspend Licensee’s access to the Software during any period of breach or non-compliance with the terms hereof; or (iii) for convenience any time 12 months after the Effective Date. Termination by a party shall be without prejudice to such party’s right to assert and have any other remedy for breach provided by this Agreement or by law Should Licensee terminate the Agreement for MM's uncured breach, insolvency, etc., Licensee will receive a refund from any prepaid but unused fees.
2. Effect of Termination. Termination will not affect either party’s obligations regarding Confidential Information, protection of the Intellectual Property of MM, payments for Software usage prior to the termination date, limitation of liability, and/or applicable law, which provisions will survive termination of this Agreement. At the expiration of this Agreement or upon its prior termination, Licensee shall (i) immediately discontinue use of the Software and all data obtained from or derived using the Software; (ii) promptly return the Software to MM, including any copies made by Licensee, except for one copy which Licensee may retain for archival purposes, or if agreed upon by MM, in good faith destroy all copies of the Software, and (iii) furnish to MM the written confirmation of Licensee stating that Licensee has complied with the foregoing obligations within thirty (30) days of the date of termination.
3. Remedy. If Licensee shall breach any of its obligations under 3(A) of this Agreement, Licensee acknowledges and admits that there is no adequate remedy at law for such breach, and Licensee agrees that in the event of any such breach, MM may, in addition to asserting such other rights and remedies that may exist in its favor, apply to any court of competent jurisdiction for specific performance or other injunctive relief to enforce or prevent a violation of Section 3(A) of this Agreement. If MM breaches any of the warranties set forth in this Agreement, MM may, at its sole option and expense, take any of the following steps to remedy such breach amend, supplement or replace the defective Software or incomplete or inaccurate Documentation. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS, THIS SECTION SETS FORTH THE LICENSEE'S SOLE REMEDY AND MM’S ENTIRE LIABILITY FOR ANY BREACH OF ANY WARRANTY SET FORTH IN THIS AGREEMENT.
4. Licensee Indemnity. Licensee hereby agrees to defend MM, its Affiliates, and their respective officers, directors and employees (collectively, the “MM Indemnified Parties”) from all third party claims, causes of action, demands, suits or legal proceedings of any sort (“Third Party Claims”), and indemnify and hold the MM Indemnified Parties harmless from any losses, costs, damages, expenses, settlements, judgments and liabilities (including reasonable attorneys’ fees, court costs and expenses) (“Liabilities”) arising from or relating to Third Party Claims that allege or otherwise relate to (a) intentionally wrongful, reckless or negligent acts resulting in violation of Section 3(A); or (b) a Claim against the MM Indemnified Parties that Licensee’s or End User’s use of the Software infringes a U.S. patent, copyright or trade secret of any third party as a result of Licensee’s or End User’s abuse, misapplication or misuse of Software, including any use of the Software other than as specified in the Documentation and Agreement.
5. MM Indemnity. MM hereby agrees to defend Licensee, its Affiliates, and their respective officers, directors and employees (collectively, the “Licensee Indemnified Parties”) from all Third Party Claims, and indemnify and hold such Licensee Indemnified Parties harmless from any Liabilities arising from or relating to Third Party Claims that allege that the Software, Documentation or any other intellectual property of MM provided to Licensee hereunder infringes a copyright of any third party. In addition MM shall also, as applicable: (i) obtain for Licensee the right to use the Software consistent with the terms of this Agreement, (ii) replace or modify the Software so it is non-infringing, or (iii) terminate this Agreement without liability other than ongoing indemnity obligations and refund Licensee all fees and charges prorated from the date Licensee no longer has effective use of the Software, provided that MM shall not have any obligation to indemnify Licensee if the claim of infringement is caused by: (a) Licensee’s misuse or unauthorized changes to or enhancements of the Services and/or Products to the extent the infringement claim would not exist but for the misuse, changes or enhancements.; (b) Licensee’s failure to use updates, corrections or enhancements to the Services and/or Products provided by MM; (c) Licensee’s use of the Services and/or Products in combination with any other item which is not provided or authorized by MM to the extent the infringement claim would not exist but for the combination with the other item(s); or (d) information or materials provided or used by Licensee.

12. EXPORT CONTROL.

Licensee shall not sell, export, re-export, transfer, divert or otherwise dispose of the Software, the Documentation, or any data or other information contained in or derived from the Software directly or indirectly to any person, firm, entity, country or countries prohibited by U.S. or applicable non-U.S. laws. Further, Licensee shall give notice of the need to comply with such laws and regulations to any person, firm or entity which it has reason to believe is obtaining any such product, technical data, software or software source code from either party with the intention of exportation.

13. AUDIT.

Licensee agrees to give MM access to Licensee’s software and assistance as may be necessary for MM to audit Licensee’s compliance with this Agreement. The audit shall be conducted at MM's expense. Any use other than that permitted will be assessed a fee, calculated with retroactive effect based on what would have been charged had the appropriate license fee been charged, and if undisputed, will be due and payable within 60 days of Licensee’s receipt of invoice. Any such fee assessed shall be at the rates shown herein and in addition to any and all rights MM may have against Licensee for such breach of this Agreement.

14. DATA; PRIVACY.

1. Aggregate Anonymous Data. MM and its affiliates may use, process, manipulate, modify, copy, publicly perform and display, compile, and create derivative works (“Aggregate Anonymous Data”) from Licensee’s data and any other data related to use of the Software, including, but not limited to, using such data for any internal business purpose, and for the improvement, support, and operation of the Software, and/or the development of other products or service capabilities, provided that neither Licensee, nor any of its customers or employees can be identified from the data. Further, all Aggregate Anonymous Data, all service data, usage data, and other data that does not identify Licensee and any data that is derived from Licensee or all data, reports, derivative works, compilations, modifications and other materials created by MM from or with use of such data will be, in each case, the sole and exclusive property of MM, without any fees and without rights to future royalties payable to Licensee.
2. Aggregated Data. MM may, from time to time, share information about Licensee with its sister or affiliated companies for business purposes and when necessary for it to perform work under this Agreement. In addition, MM may, and is hereby authorized to, use, share, and provide certain aggregated, non-identifiable information derived from Licensee’s use of the Software to third parties.
3. Privacy Policy. MM complies with privacy regulations, including the California Consumer Privacy Act. When Licensee submits a request to delete personal information, MM will process the request according to applicable laws and regulations, except where exemption applies. To submit a request, Licensee should send an email to privacy@milemaker.com.
4. Mileage and Map Data. Licensee may disclose MM mileage and map data to trading partners in the course of those trade partners’ providing services to Licensee, for specific origin-destination moves for which Licensee provides transportation services and use MM distances as a basis for payment. Licensee may not make any other disclosure of MM programs and materials, including, but not limited to, program output, to anyone outside Licensee and any affiliated entity identified on the Order Form. MM’s mileage and map data may contain inaccurate, incomplete or untimely information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results. MM’s suggested routings, drive time calculations, fuel, weather, construction and traffic data are provided without a warranty of any kind. The End User assumes full responsibility for any delay, expense, loss or damage that may occur as a result of their use.
5. Promotional Communications. Licensee may opt out of receiving promotional emails or messages from MM by clicking the unsubscribe button at the bottom of the promotional emails or by contacting MM via privacy@milemaker.com. MM may retain certain information as required by law or for legitimate business purposes.
6. Governmental Agency. If Licensee is a state, federal or other public entity (“Government”) located in the United States, Licensee will protect the Software and Documentation from public disclosure. In the event that Licensee is required to disclose the Software or Documentation under any law or regulation that permits public access and/or reproduction or use of the Software, Licensee shall notify MM in writing prior to such disclosure and if MM is unable to comply with such disclosure, this Agreement shall automatically terminate. Any software, documentation and/or data delivered hereunder is subject to the terms of this Agreement. Any computer software, data, database, documentation and/or technical data delivered hereunder to the Government, either directly under a prime contract, or indirectly through subcontract, is subject to the terms of this Agreement.

15. GENERAL PROVISIONS.

1. Assignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part, whether voluntary or by operation of law, without the prior written consent of the other party, which will not be unreasonably withheld. Any attempt to do so shall be void and without effect. This Agreement shall be binding upon, and inure to the benefit of the successors, representatives and permitted assigns of the parties.
2. Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of law provisions. Any action to interpret or enforce the terms of this Agreement shall only be brought in state or federal court located in Cook County, Illinois, and the parties hereto submit to the jurisdiction of such courts.
3. Conflict. The terms of this Agreement shall prevail notwithstanding any conflicting terms or legends which may appear on or in the Software or in any purchase order or the order form which Licensee may deliver to MM in connection with this Agreement. No terms set forth in any purchase order or other document issued by Licensee shall be binding upon MM, unless agreed to in writing and signed by MM.
4. Entire Agreement. This Agreement, including the Order Form and Terms and Conditions, and any attached schedules or exhibits, all of which are incorporated herein by this reference, constitute the entire agreement between the parties in connection with the subject matter hereof and supersede all prior and contemporaneous agreements or understandings. This Agreement may not be modified or amended, except in a written document signed by both parties.
5. Legal Fees. Should MM be required to retain legal counsel and/or pursue litigation against Licensee to interpret or enforce the terms of this Agreement, MM shall be entitled to recover all costs and expenses incurred including expert witness fees and reasonable attorneys’ fees.
6. Severability. If any provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties will in good faith agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement.
7. Waiver. Any waiver of the provisions of this Agreement, or rights of either party, must be in writing to be effective. Failure or delay to enforce any such rights will not be construed as a waiver and will not affect the validity (in whole or in part) of this Agreement or prejudice such party's right to take subsequent action.
8. Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties. The relationship between the Parties shall at all times be that of independent contractors. Neither Party shall have authority to contract for or bind the other in any manner whatsoever.
9. No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
10. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
11. Acknowledgement. Licensee acknowledges that it has read this Agreement, understands it, agrees to be bound by it, and it has had an opportunity to have its legal counsel review this Agreement.
12. Notices. Written notice is deemed delivered to Licensee or MM, as the case may be, when deposited with the U.S. Post Office by certified or registered mail, delivered to a reputable overnight courier, or when sent via confirmed email. Notices to Licensee shall be directed to the Primary Contact listed on the Order Form. Notices to MM shall be directed as set forth below: MileMaker Holdco Inc. 8725 W. Higgins, 9th Floor, Chicago, Illinois 60631 Attn: MileMaker
    Email: CTSales@randmcnally.com
    With a copy to:
    MileMaker Holdco Inc. 8725 W. Higgins, 9th Floor, Chicago, Illinois 60631 Attn: MileMaker
    
13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Besides by original signatures, the signatures to this Agreement may be evidenced by and on facsimile or electronic version reflecting each party’s signature hereto.