Dray Master Inc.
Master Services Agreement

By using any of the software, services, applications, or licensed intellectual property (collectively, the “Services”) of Dray Master, Inc., a Nevada corporation (“Dray Master” or Company) you agree to the terms of this Master Services Agreement (“Agreement”). If you do not agree to this Agreement, you must not use any of the Services. This Agreement is a legally binding document between you and Dray Master. This Agreement governs your use of all of the Services and is effective as of the date you first use any of the Services (the “Effective Date”). This Agreement expires at the end of the Term. You and Dray Master may individually be referred to as a “party” herein, or collectively as the “parties”.

1. Definitions

1.1 “Affiliate” means, for a party at a given time, an entity that is directly controlled by, under common control with, or controls that party, where “control” means an ownership, voting or similar interest representing more than fifty percent (50%) of the total interests then outstanding of that entity.

1.2 “Authorized Users” means you and your Affiliate’s employees, contractors and service providers who are authorized to use your unique username to access the Software and/or Services.

1.3 “Customer Data” means any of your data that Dray Master receives through its provision of the Services.

1.4 “Intellectual Property Rights” means all Dray Master and its Affiliates’ worldwide intellectual property rights, including copyrights, trademarks, service marks, trade secrets, patents, patent applications and moral rights, whether registered or unregistered.

1.5 “Software” means Dray Master’s commercial rate management software (including any updates, upgrades, or modifications thereto) in machine-readable format, or in any form that Dray Master provides to you pursuant to the agreement of the parties.

1.6 “SOW” means the statement of work between you and Dray Master.

1.7 “Term” means the term during which you may use the Services.

1.8 “You” or Your refers to the individual using the Services, the entity that you represent or your Affiliates and Authorized Users.

2. Your Use of the Services

2.1 Authorized Users. You and your Authorized Users may use the Services pursuant to the terms of this Agreement. You are responsible for your Authorized Users’ compliance with this Agreement.

2.2 Non-exclusive License to Use Services. Dray Master grants you a nonexclusive, non-sublicensable, non-transferable worldwide license to use the Services during the Term solely for your internal business purposes, as is further described in (a) and (b) below.

Dray Master hereby grants you a non-exclusive license (License) to access and use the Software either housed on Dray Master or your computing equipment for your benefit as provided in this Agreement. The Software shall always be a current version and release, and shall be accompanied by written or electronic documentation reasonably sufficient to assist you in understanding the Software and exercising your rights with respect thereto.
Dray Master authorizes you, including your employees, contractors, agents, and affiliates, to use the Software in processing your data and that of any third-party that is directly conducting business with you using any computing equipment owned by, leased to, or controlled by you or Dray Master, including without limitation any mobile devices (collectively, Authorized Equipment). You, and, as applicable, your Affiliates, shall only use the Software on Authorized Equipment, and shall not make Software available to third parties other than as permitted by this Agreement. You and your Affiliates are prohibited from reselling, sublicensing, leasing, or assigning the Software in any manner to any other party.
Dray Master is duly vested with the rights, title, and interest sufficient to convey the License granted herein. Title to Software and to any materials associated therewith shall always remain the sole and exclusive property of Dray Master, and you shall have no right, title or interest except as expressly set forth in this Agreement.

2.3 Restrictions. You agree you will not:

permit anyone other than your Authorized Users to use the Services;
use the Services for the benefit of any third party other than your Authorized Users;
use the Services except as permitted under this Agreement;
decompile, reverse engineer, modify or create a derivative work of the Services (to the extent this restriction is not prohibited by law);
attempt to test the vulnerability of, gain unauthorized access to, or circumvent limitations on the use of, the Services or their related systems or networks;
interfere with the performance of the Services; or
remove any copyright or other proprietary notices in the Services.

3. Intellectual Property

3.1 Your Ownership. As between you and Dray Master, you retain all right, title and interest in and to the Personally Identifiable Customer Data and all related Intellectual Property Rights. You grant Dray Master a royalty-free, non-exclusive, non-transferable, worldwide right and license to use Customer Data (including both Personally Identifiable Customer Data and Non-Personal Customer Data, as defined below) to (i) provide the Services to you under this Agreement, and (ii) make improvements, enhancements, or modifications, to the Services from time to time. Dray Master will not sell or resell your Personally Identifiable Customer Data to any third party, except as expressly authorized by you in writing.

3.2 Dray Master Ownership. Dray Master retains all right, title and interest in and to the Services, including all related Intellectual Property Rights. Your rights to use the Services are only those expressly granted in this Agreement. All Services are licensed and not sold, as applicable, even if Dray Master uses words like “sale” or “purchase” in sales materials. Dray Master retains all rights to use Non-Personal Customer Data.

Personally Identifiable Customer Data: We may collect information that identifies you (“Personally Identifiable Customer Data”) when you interact with Dray Master, or via Dray Master’s provision of the Services. Types of Personally Identifiable Customer Data collected may include, but are not limited to, your name/business name, address, phone number, birth date, occupation/job title, billing and delivery information, e-mail address, credit card, or other financial account information.
Non-Personal Customer Data: When you interact with Dray Master or via provision of the Services, we may collect information that is not Personally Identifiable Customer Data through a variety of technologies, including, but not limited to, cookies, tags, beacons, Internet Protocol (IP) addresses, and other tools. The types of Non-Personal Customer Data collected by Dray Master may include, but are not limited to the following: the search terms you used within the Software, rates uploaded, pricing or rate information provided or viewed, anonymous route or location information, new or returning user, browser information, computer type, operating system, internet service provider(s), website usage, referring/exit pages, platform type, date/time stamp, and number of clicks. Additionally, cookies, tags and other tools placed by third parties may collect other information about you as part of Dray Master’s provision of the Services (collectively, all of the foregoing data is referred to as the “Non-Personal Customer Data”).
How Dray Master May Use or Process Personally Identifiable Customer Data. Once collected, we may use your Personally Identifiable Customer Data in a variety of ways including, but not limited to:
1. Provide service communications such as bill reminders, order confirmations, license terms or license term updates, and customer service messages;
2. Respond to your e-mails or online requests or inquiries regarding the Services, products, or information provided by Dray Master;
3. Deliver or process surveys;
4. Personalize and improve the Services and/or Software;
5. Fulfill or deliver Dray Master products and/or the Services;
6. Tailor content for the Software, Dray Master advertising, marketing, and/or the Services; and
7. Share Personally Identifiable Customer Data with third parties as required by law.
Sharing Your Personally Identifiable Customer Data to Perform Business Functions. When Dray Master fulfills requests initiated by you, we may share your Personally Identifiable Customer Data with certain third parties to fulfill the requests or share such information with service providers that perform business functions for us.
Sharing Your Personally Identifiable Information When Legally Necessary or to Protect Dray Master’s Interests. Dray Master may disclose your Personally Identifiable Customer Data if required to do so by law or in the good-faith belief that such action is necessary to: conform to legal requirements or comply with legal process served on Dray Master; protect and defend the rights or property of Dray Master; or protect the personal safety of Dray Master personnel or members of the public in appropriate circumstances. In addition, if Dray Master and/or its assets (or a portion of its assets) are sold, assigned, transferred, or merged, or if Dray Master undergoes some other change including a change to its corporate form as part of a bankruptcy proceeding or otherwise, Personally Identifiable Customer Data or Non-Personal Customer Data may be transferred as part of that transaction or change.
How Dray Master May Use Non-Personal Customer Data. Dray Master may collect Non-Personal Customer Data to improve our Services and/or the Software, and for any other business purposes. We may share the Non-Personal Customer Data we collect with third parties or permit third parties to collect additional Non-Personal Customer Data when you use the Services. Dray Master may share Non-Personal Customer Data as needed with third parties because the Software may be used together with certain third-party products that are enabled in the Software.
Data Security. Dray Master implements security measures as commercially reasonable to help protect against unauthorized access to or unauthorized alteration, disclosure, or destruction of data, and restricts access to personal information to certain companies who may need to know that information in order to operate, develop, or improve services. Although Dray Master uses commercially reasonable security measures, data transmission, no matter the method, can never be guaranteed to be absolutely secure. Dray Master cannot guarantee or warrant the security of any information transmitted by you, or to or from Dray Master as part of our Services.

3.3 Feedback. If you provide any suggestions to Dray Master regarding the Services, you grant Dray Master a royalty-free, non-exclusive, transferable, sub-licensable, worldwide, perpetual, irrevocable license to use the suggestions and incorporate them into the Services without restriction.

4. Software Services.

4.1 Your Use of the Software.

Upon the Effective Date, and thereafter during the term of this Agreement, Dray Master will provide to you an administrator account through which you may generate user accounts and passwords to enable access to and use of the Software by your Authorized Users. You agree to designate one or more “Account Owner(s)” to be the primary technical and business interfaces with Dray Master and who shall be primarily responsible to communicate support issues to Dray Master.
The Software may be used together with certain third-party products that are enabled in the Software. If you elect to use such third-party software products together with the Software, you shall be responsible for (i) obtaining any applicable license from the third-party, and (ii) for payment of any applicable third-party fees.
You, and, as applicable, your Affiliates, shall be responsible for the technical aspects of the software-as-a-service environment, including infrastructure, appropriateness of hardware and operating system, preparation and execution of any applicable disaster recovery plans, execution of system and data backups, and monitoring and tuning of the Software to ensure availability and usability.

4.2 Your Profile. You agree to provide accurate and complete Customer Data to Dray Master to create a customer profile as part of your use of the Software. Dray Master will assign a unique username as described in Section 4.1(a) above so you can log into the Software via your user account. You agree to keep your unique username and any other log in information strictly confidential only to be used by your Authorized Users, and agree not to share such information with third parties.

4.3 Your Visibility. You may select whether your profile is “visible” or “not visible” to other users within the Software. If you choose to remain visible to other users within the Software, you agree that other users may contact you or your Affiliates via the profile information you provide in the Software, or use your visible profile information to request a quote from you. If you choose to remain “not visible”, your profile will not be visible to other users of the Software, and other users of the Software will not have access to your profile information, but you will still be able to access and use rate data and related information.

4.4 Dray Master’s Profile Rights. Dray Master may suspend or terminate your profile within the Software upon breach or Termination of this Agreement, or upon you discontinuing any Services, with or without notice to you.

4.5 Dray Master Support. Dray Master will provide you internet-based support (via e-mail or other electronic means) in the event you need assistance with your access to or use of the Services. Dray Master may provide phone-based support depending on your subscription for the Services.

4.6 Dray Master Security. Upon written request, Dray Master will provide you with a summary of its data security policy.

5. Fees.

5.1 Monthly Fees. In exchange for Dray Master granting you the License and providing the Services, you agree to pay Dray Master a monthly service fee (the Monthly Service Fee) for the term of this Agreement. The Monthly Service Fee is exclusive of any federal, state, or local sales, excise or other similar taxes applicable to the purchase of the Software. The Monthly Service Fee, along with the fees described below, will be further detailed in the SOW between you and Dray Master.

5.2 Onboarding Fees. Dray Master may charge you a one-time onboarding fee (the Onboarding Fee) set forth in the applicable SOW. If you choose to subscribe to the Services for a certain amount of time determined by Dray Master, Dray Master may fully or partially waive the Onboarding Fee.

5.3 Customer-Facing Rate Portal Fees. If you choose to create a customer-facing rate portal (CFRP) within the Software, you agree to pay Dray Master a monthly fee for access to and use of the CFRP (the “CFRP Fee”).

5.4 Continued Access and Use With Continued Payment. So long as you pay the Monthly Service Fee, and, as applicable, the Onboarding Fee and CFRP Fee, you will maintain your License to access and use the Software, which License shall include annual maintenance and enhancements by Dray Master.

5.5 Transition Fees. Immediately following the expiration or termination of this Agreement for any reason, Dray Master will cooperate with and assist you to ensure a smooth transition of services; provided, however, that Dray Master may charge in advance per hour rates for such assistance which rates shall be no higher than those rates normally charged by Dray Master for similar services to third parties.

5.6 Non-Payment of Fees. In the event you do not pay the Monthly Service Fee or, as applicable, the Onboarding Fee or CFRP Fee, Dray Master has the right to revoke the License and immediately terminate your access to the Services, with or without notice to you.

6. Modifications

This Agreement incorporates by reference all of the documents that this Agreement identifies as applicable to the Services (“Ancillary Documents”). Ancillary Documents include, but are not limited to, Dray Master’s Terms of Use and Privacy Policy, located at https://draymaster.com/terms-of-use and https://draymaster.com/privacy-policy, respectively. Because the Services are continually evolving, Dray Master may update any of the Ancillary Documents from time to time, and the Ancillary Document applicable at any time during the Term is the then-current version.

7. Warranties

7.1 Services Warranty.

Dray Master warrants that the Services will substantially conform to their applicable use during the Term. This warranty only applies if you use the Services in unmodified form, excepting any updates, upgrades, modifications, or bug fixes recommended by Dray Master throughout the Term. If you identify an error or defect in the Services, and Dray Master determines that it cannot correct the error or defect within a commercially reasonable amount of time, Dray Master will refund to you the amount that Dray Master received for the unused portion of the Term after the date you notified Dray Master of the breach for the Services in which case your rights to use the Service will terminate. Dray Master will do this at its own expense and as its sole obligation and your sole remedy for breach of this Services warranty.
Dray Master warrants that: (i) all Software maintenance services and other services provided in connection with this Agreement are and will be performed in an effective, timely, professional and workmanlike manner; and (ii) Dray Master personnel performing any services hereunder will be appropriately trained and have a level of skill commensurate with the requirements of this Agreement.

7.2 Disclaimer. The express warranties set forth in this Section 7 are in lieu of all other warranties. To the extent permitted by law, Dray Master disclaims all other warranties, whether express, implied or statutory (including any implied warranties of merchantability, fitness for a particular purpose, title or noninfringement), and any warranties arising from usage of trade, course of dealing or course of performance, or fitness for a particular use. Dray Master does not warrant that the Services will meet your requirements or that they will be accurate or operate without interruption or error. Dray Master further does not warranty compatibility with any third-party applications, or continued compatibility with any third-party application with which it is currently compatible. You agree you have not relied on any promise, warranty, or representation not expressly provided in this Agreement.

8. Mutual Indemnification

8.1 Dray Master Indemnification.

Subject to the remainder of this Section 8.1, Dray Master will defend you against any unaffiliated third party claim (1) that the Services infringe any patent, trademark or copyright, or misappropriate a trade secret, of that third party asserts under the laws of the United States (“Infringement Claim”), or (2) arising from Dray Master's failure to comply with applicable privacy or data-related laws with respect to Customer Data (together with an Infringement Claim, Indemnified Claim). Dray Master will indemnify you from the resulting costs and damages finally awarded against you to that third party by a court of competent jurisdiction or agreed to in settlement. Dray Master’s indemnification obligations apply only if you: (i) promptly notify Dray Master of the Indemnified Claim in writing, (ii) allow Dray Master sole control over the defense for the claim and any settlement negotiations, and (iii) reasonably cooperate in response to Dray Master’s requests for assistance. You may not defend, settle or compromise any Indemnified Claim without Dray Master’s prior written consent, unless you intend to forego any and all of Dray Master’s indemnification obligations.
If the Software or Services become, or in Dray Master’s opinion are likely to become, the subject of an Infringement Claim, Dray Master will at its option and expense do one of the following: (1) procure the rights necessary for you to make continued use of the affected Software or Service; (2) replace or modify the affected Software or Service to make it non-infringing; or (3) terminate your right to use the affected Software or Service, and upon your certified deletion of any affected Software, refund you the amount that Dray Master received for the unused portion of the Term for the terminated Software or Services. Nothing in this section 8.1(B) (Mutual Indemnification: Dray Master Indemnification) will limit Dray Master’s obligation under section 8.1(a) to defend and indemnify you, provided that you replace any allegedly infringing Software upon Dray Master’s making alternate Software available to you and you discontinue using any allegedly infringing Software upon receiving Dray Master’s notice terminating your License to use the Software.
Dray Master will not have any obligation under Section 8.1(a) with respect to any claim based on (1) a combination of Software or Services with non-Dray Master products or Customer Data; (2) continued use of an infringing version of the Software after Dray Master has provided you a noninfringing version under section 8.1(b); or (3) any modification to the Software by anyone other than Dray Master.
This section 8.1 is your sole exclusive remedy and Dray Master’s entire liability for any Indemnified Claim.

8.2 Customer Indemnification. You will defend Dray Master against any unaffiliated third party claim (1) that the Customer Data infringes any patent, trademark or copyright, or misappropriates a trade secret of any third party; or (2) arising from your failure to comply with applicable privacy or data-related laws with respect to Customer Data (“Customer Data Claim”). You will indemnify Dray Master from the resulting costs and damages finally awarded against Dray Master to that third party by a court of competent jurisdiction or agreed to in settlement. Your obligations apply only if Dray Master: (i) promptly notifies you of the Customer Data Claim in writing, (ii) allows you sole control over the defense for the claim and any settlement negotiations, and (iii) reasonably cooperates in response to your requests for assistance. Dray Master may not settle or compromise any Customer Data Claim without your prior written consent.

9. Limitations of Liability.

9.1 Exclusion of Damages. You agree Dray Master will not be liable for any lost profits or business opportunities, loss of use, business interruption, or any indirect, punitive, special, incidental or consequential damages under any theory of liability. This exclusion applies regardless of whether you have been advised of the possibility of those damages.

9.2 Cap on Monetary Liability. You agree the maximum aggregate liability for Dray Master under this Agreement will not exceed an amount equal to the total fees paid or payable to Dray Master for your use of the Services in the twelve (12) months prior to the event giving rise to the claim.

9.3 Further limitations. Dray Master’s licensors and third-party service providers have no liability of any kind under this Agreement, and you may not bring a claim directly against any of them under this Agreement.

9.4 Exclusions. The exclusions and limitations in section will not apply to: (1) either party’s violation of the other party’s or its licensor’s Intellectual Property Rights; (2) either party’s obligations in section; (3) your payment obligations under section 5; (4) either party’s liability for death or personal injury caused by its negligence; or (5) any liability that cannot be excluded under applicable law.

10. Confidential information

10.1 Your General Obligations. You agree not to reproduce, duplicate, copy, sell, or otherwise disclose, or disseminate the Software, including operating instructions.

10.2 Confidential Information. Each party (the Disclosing Party) may from time to time during the term of this Agreement disclose to the other party (the Receiving party) certain non-public information regarding the Disclosing Party’s business, including technical, marketing, financial, personnel, planning and other information (Confidential Information). The Disclosing Party shall mark all such Confidential Information in tangible form with the legend ‘confidential’, ‘proprietary’, or with similar legend. With respect to Confidential Information disclosed orally, the Disclosing Party shall describe such Confidential Information as such at the time of disclosure, and shall confirm such Confidential Information as such in writing within thirty (30) days after the date of oral disclosure.

10.3 Restrictions on Disclosure of Confidential Information. Except as expressly permitted by this Agreement, the Receiving Party shall not disclose the Confidential Information of the Disclosing Party. The Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and shall limit the disclosure of the Confidential Information of the Disclosing Party to the employees or agents of the Receiving Party who have a need to know the Confidential Information for purposes of this Agreement, and who are, with respect to the Confidential Information of the Disclosing Party, bound in writing by confidentiality terms no less restrictive than those contained herein. The Receiving Party shall provide copies of such written agreements to the Disclosing Party upon request.

10.4 Exclusions. Notwithstanding anything herein to the contrary, Confidential Information shall not be deemed to include any information which: (1) was already lawfully known to the Receiving Party without obligation of confidence at the time of disclosure by the Disclosing Party as reflected in the written records of Receiving Party; (2) was or has been disclosed by the Disclosing Party to a third-party without obligation of confidence; (3) was or becomes lawfully known to the general public without breach of this Agreement; (4) is independently developed by the Receiving Party without access to, or use of, the Confidential Information of the Disclosing Party; (5) is approved in writing by the Disclosing Party for disclosure; (6) is required to be disclosed in order for the Receiving Party to enforce its rights under this Agreement; or (7) is required to be disclosed by law or by the order of a court or similar judicial or administrative body; provided, however, that the Receiving Party shall notify the Disclosing Party of such requirement immediately and in writing, and shall cooperate reasonably with the Disclosing Party, at the Disclosing Party’s expense, in the obtaining of a protective or similar order with respect thereto.

10.5 Return or Erasure of Confidential Information. The Receiving Party shall return to the Disclosing Party, destroy or erase all Confidential Information of the Disclosing Party in tangible form: (a) upon the written request of the Disclosing Party; or (b) upon the termination of this Agreement, the Receiving Party shall certify promptly and in writing that it has done so. Except for the rights expressly described herein, neither party is granted any rights to any patents, copyrights, trade secrets, trade names, trademarks (whether registered), or any other rights, franchises or licenses of the other party.

10.6 Remedies. The discloser may seek an injunction to prevent the actual or threatened unauthorized disclosure of Confidential Information.

11. Term and termination

11.1 Term. This Agreement will remain in effect until the later of (1) the end of the period identified in the applicable SOW or (2) the termination or expiration of all Services under this Agreement. Either party may terminate this Agreement before the end of the term if expressly permitted by this Agreement. Each Term is a continuous and non-divisible commitment for the full duration of the Term.

11.2 Termination For Convenience. Either party may terminate this Agreement upon ninety (90) days written notice to the other party.

11.3 Termination For Breach. If the other party materially breaches this Agreement and does not cure the breach within thirty (30) days of receiving written notice describing the breach from the other party, the non-breaching party may terminate this Agreement immediately by written notice to the breaching party. Termination under this section will also terminate any Services then in effect. In the event the alleged breach involves nonpayment, the breaching party shall have ten (10) days to cure such breach.

11.4 Termination For Insolvency. Either party may terminate this Agreement effective immediately by written notice if the other party (1) becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or (2) becomes subject to control of a trustee, receiver or similar authority, or to any bankruptcy or insolvency proceeding. Termination under this section will also terminate any Services then in effect.

11.5 Effect of Expiration or Termination. Upon termination or expiration of Services, you and your Affiliates will stop using and Dray Master will stop providing the applicable Services. Upon request following termination or expiration of this Agreement, Dray Master and you will each delete any Confidential Information of the other party.

11.6 Survival. The following Sections will survive termination or expiration of this Agreement: 3, 4, 5, 7, 8, 9, 10, and 12.

12. General

12.1 Assignment. Neither party may assign its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the other party. But either party may assign this Agreement without consent to its Affiliates or to any successor or assign that has acquired substantially all of its business relating to this Agreement. This Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any purported assignment in violation of this section is void.

12.2 Governing Law and Exclusive Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada, without regard to its choice of law provisions. By executing this Agreement, the parties agree and submit to personal jurisdiction in the State of Nevada for the purposes of any suit or proceeding arising out of or related to this Agreement or its validity, interpretation, construction, performance, breach, enforcement, or remedies, and the parties agree that any such suit or proceeding shall be venued only in the state or federal courts located in Clark County, Nevada.

12.3 Compliance with Laws. Each party will comply with any statutes and regulations that apply to it in its performance under this Agreement.

12.4 Notice. All notices will be in writing and deemed given the second business day after mailing if sent by a recognized overnight courier (receipt requested). Dray Master will send notices to you at the address listed in your profile in the Software, or the address listed in the applicable SOW. You agree to send notices to Dray Master at: Dray Master Inc., 405 Max Court, Suite 241A, Henderson, NV 89011, Attn: Travis Barnier, Phone: (702) 425-3110, Email: tbarnier@tcompanies.com.

12.5 Force Majeure. Neither party will be liable for any delay or failure to perform any obligations under this Agreement or any Services (except for payment obligations), due to any cause beyond its reasonable control including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, supply failures by third party service providers (including internet service provider failures or delays, or denial of service attacks), earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war.

12.6 Entire Agreement. The Agreement, as it may be amended from time to time, along with the Ancillary Documents incorporated herein, as they may be modified from time to time, constitutes the entire agreement of the parties regarding its subject matter. The Agreement supersedes all prior or contemporaneous communications, understandings and agreements, whether written or oral, between the parties regarding its subject matter.

12.7 Counterparts. Each party may sign this agreement using an electronic or handwritten signature, which are of equal effect, whether on original or electronic copies.

12.8 Waiver and Amendment. The waiver of a breach of any provision of the Agreement will not constitute a waiver of any other provision or any later breach. Any modification of this Agreement must be in writing and signed by the party against whom the modification will be enforced.

12.9 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency relationship. Neither party has any authority to assume or create any obligation of any kind in the name of or on behalf of the other party.

12.10 Third Party Rights. Other than as expressly provided in the Agreement, the Agreement does not create any rights for any person who is not a party to it, and no person who is not a party to the Agreement may enforce any of its terms or rely on any exclusion or limitation contained in it.

12.11 Severability. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in force to the maximum extent feasible or permitted by law.

12.12 Construction. The Services will be provided in the English language. The words “include” and “including” mean “including but not limited to.” Section headings are for convenience only and are not to be used in interpreting this Agreement.

End of Agreement. This document was last updated March 1, 2020.

Dray Master Inc. Master Services Agreement