StreetTurn Services Agreement
The StreetTurn Service is delivered to Customer through a SaaS hosted services model as detailed on the
proceeding order form (hereinafter the “StreetTurn Service”). The StreetTurn Service is subject to the
completeness and accuracy of the data provided by Customer and it's customers and suppliers.
Confidentiality : Both Streetturn LLC and Customer acknowledge that information disclosed or provided, or
to be disclosed or provided to each other related to the StreetTurn Service constitutes and contains
confidential and proprietary information of Streetturn and Customer (collectively, “Confidential
Information”). The Parties hereby agree that Confidential Information will be received and held in strict
confidence, will be used only for the ordered StreetTurn Service and will not be disclosed by the party
receiving the Confidential Information, or by its agents or employees, without the prior written consent of
the disclosing party, except as otherwise may be necessary by reason of legal, accounting or regulatory
requirements beyond the reasonable control of the party receiving the Confidential Information and of
which the party receiving the Confidential Information notifies the disclosing party in writing prior to the
disclosure with sufficient time to allow the disclosing party to protect the confidentiality of its Confidential
Information. In the event either party brings a claim against the other party for breach of the confidentiality
obligations, the non-prevailing party in any such proceeding shall reimburse the prevailing party its
attorneys’ fees and expenses incurred in such proceeding.
Title to the StreetTurn Service / Intellectual Property : Streetturn reserves all right, title and interest in and
to the StreetTurn Service. By selling the StreetTurn Service, Streetturn does not transfer to Customer any
title to the StreetTurn Service. All Modifications developed by Streetturn, its employees or third parties
shall be and remain the property of Streetturn, regardless of whether and to the extent Customer pays for
such Modifications. “Modification” means any computer software that (1) is an improvement, update, or
enhancement of the StreetTurn Service; or (2) emulates or performs substantially the same functions as the
StreetTurn Service. Customer has no right to reverse-engineer, or to make any improvements, updates or
enhancements to the StreetTurn Service, or to create derivative works of the StreetTurn Service.
No Warranty : The StreetTurn Service and related materials and services (including, but not limited to any
documents or specifications) are provided ‘AS-IS’ and without warranty of any kind. Streetturn hereby
expressly disclaims all warranties, whether express, implied or statutory, including, without limitation, any
implied warranties of title, infringement, merchantability or fitness for a particular purpose. Streetturn
does not warrant that the operation of the licensed software will be uninterrupted or error free.
Limitation of Warranty : Streetturn shall not be liable, whether in contract, tort or on any other basis, for
errors contained in the licensed software, services and related materials, or for any indirect, incidental,
consequential, or punitive damages, or for loss of profit or loss of business relating to the performance of
this StreetTurn Service or for any breach of this agreement of the parties. In addition, Streetturn shall not
be liable under any theory of liability for any indirect, incidental, consequential, or punitive damages, or for
loss of profit or loss of business due to errors contained in the license software, services and related
materials, or the performance or use of the licensed software and related materials including but not
limited to loss of data, loss of profits, loss of business or other revenues and loss of goodwill or reputation.
Streetturn shall not be liable for claims, damages, losses, costs or expenses brought against customer by
any other party. Streetturn’s liability to customer for this purchase shall in no event exceed the amount of
the fees paid by customer to Streetturn under each purchase order. The limitations set forth above are
fundamental elements of the basis of the bargain between the parties.
Waiver : No waiver of any breach of this Agreement will be deemed to constitute a waiver of any
subsequent breach of the same or any other provision. Failure to enforce any terms of this Agreement shall
not be deemed or considered a waiver of future enforcement of that or any other term of this Agreement.
Severability : If one or more of the provisions in Terms and Conditions are deemed void by law, then the
remaining provisions will continue in full force and effect.
Amendment : The Services Agreement and these Terms and Conditions may be amended only by a written
instrument duly executed by the parties. Any conflicting terms set forth on a Customer Purchase Order or
other document, or on a Customer update or other document, if not executed by both parties, is hereby
specifically rejected.
Governing Law : These Terms and Conditions will be governed by and enforced under the laws of the State
of Illinois. The parties agree that exclusive jurisdiction for any dispute arising out of or relating to these
Terms & Conditions lies within the courts located in Illinois. All disputes arising out of this Agreement shall
be finally settled by arbitration in Illinois, or as agreed to by the parties, conducted in accordance with the
rules of the American Arbitration Association. Judgment upon any award rendered pursuant to arbitration
may be entered in any court having jurisdiction, or application may be made to such court for judicial
acceptance of award and an order of acceptance as the case may be.
Notices : Any notice or other communication required or which may be given hereunder shall be in writing
and shall be delivered personally, sent by facsimile transmission, or sent by certified, registered, or express
mail, return receipt requested and postage prepaid, and shall be deemed given when so delivered
personally, or sent by facsimile transmission, or if mailed, four (4) days after the date of mailing, to the
parties at the address listed on the Pricing Sheet.
Data Retention : Chassis bills, their detail and related move information will be retained for one year from
invoice data. Move history not associated with a chassis invoice will be deleted 4 months from it's
termination date or delivery date, whichever occurs last. If neither delivery date not termination date are
provided, move information will be 6 months from date created.
Invoicing : Streetturn will bill customer in accordance with the prices outlined in fee schedules defined in
this Agreement. All initial charges will be billed upon execution of Agreement. All recurring charges will be
billed on the 10th of each month and are to be paid within twenty-one (21) days of invoice date. Late
payments will be charged at 2% per month. All applicable taxes or levies will be payable by customer as per
the law governing their state / province.
Term : Initial term of this Agreement is twelve (12) months, beginning on the acceptance date of this
agreement. Either party may terminate Agreement with sixty (60) days written notice.
Rate Change : Any change in rates listed in this Agreement must be presented in writing or electronic form
to Client three (3) months prior to rate change taking effect.