HCSS Product-Specific Terms

In addition to the terms and conditions of the HCSS Services Agreement (the “Agreement”), Customer’s use of certain HCSS Offerings is subject to the additional terms and conditions provided below (these “Product-Specific Terms”). By using the HCSS Offerings listed in these Product-Specific Terms, Customer agrees that these Product-Specific Terms are incorporated into the Agreement. In the event of a conflict among the terms and conditions of these Product-Specific Terms and the Agreement, these Product-Specific Terms will control. Capitalized terms used below have the same meanings as used in the Agreement, unless expressly defined otherwise.

Accounting DIS. Each Accounting DIS product purchased under an Order Form includes up to two () hours of work from HCSS and up to one (1) enterprise resource planning (“ERP”) configuration. Any additional hours and/or any changes to or additions of ERP configurations will incur additional fees at HCSS’s then-current fees. Each Accounting DIS product purchased under an Order Form must be used within the first twelve (12) months following the date listed as the start date of such Order Form (the “Start Date”). Any and all unused Accounting DIS products will expire at 11:59 PM CT on the last day of the twelfth month following the Start Date of the Order Form for such Accounting DIS products. No unused Accounting DIS products may be carried over to another term or another Order Form. No refunds or credits will be given to Customer for any unused Accounting DIS products.
Accounting TrueUp. Each Accounting TrueUp product purchased under an Order Form includes up to two () hours of work from HCSS and up to one (1) ERP configuration. Any additional hours and/or any changes to or additions of ERP configurations will incur additional fees at HCSS’s then-current fees. Each Accounting TrueUp product purchased under an Order Form must be used within the first twelve (12) months following the Start Date of such Order Form. Any and all unused Accounting TrueUp products will expire at 11:59 PM CT on the last day of the twelfth month following the Start Date of the Order Form for such Accounting TrueUp products. No unused Accounting TrueUp products may be carried over to another term or another Order Form. No refunds or credits will be given to Customer for any unused Accounting TrueUp products.
Continuous Improvement Program. All hours purchased for Continuous Improvement Program under an Order Form must be used within the first twelve () months following the Start Date of such Order Form. Any and all unused hours for Continuous Improvement Program will expire at 11:59 PM CT on the last day of the twelfth month following the Start Date of the Order Form for such Continuous Improvement Program. No unused hours for the Continuous Improvement Program may be carried over to another term or another Order Form. No refunds or credits will be given to Customer for any unused Continuous Improvement hours.
Equipment and FuelerPlus. The Equipment360 product license does not include mobile app access. The Equipment360 Manager product license and the FuelerPlus product license require Microsoft SQL server 2012 or later.
HCSS Cloud. The HCSS Cloud product includes a dedicated virtual server and up to twenty () gigabytes (GB) of storage. HCSS will: (i) supply a hosted environment to Customer for the purpose of granting access to HCSS applications and other software; and (ii) configure the server, grant, and remove access to the server, provide systems updates to the server, and install and update HCSS applications to the server. Customer agrees to: (a) provide an authorized technical contact and contact number, keep any records of such details and any other Confidential Information provided by HCSS in a safe place, take all necessary steps to ensure the security of such records, and keep such information private and confidential; (b) notify HCSS immediately if Customer becomes aware of any change in circumstances which may lead Customer to believe that such information has become known to any unauthorized personnel; (c) be responsible for any use or misuse of HCSS Cloud and ensure Customer takes all the necessary steps to ensure unauthorized individuals do not access Customer’s HCSS Cloud account; (d) be responsible for the content of Customer’s use of HCSS Cloud, the application software, and associated databases; (e) provide its own internet service and access; and (f) not allow unauthorized access to HCSS Cloud from countries in which the United States of America prohibits export to. HCSS may, from time to time, suspend or change Customer’s password if HCSS reasonably believes Customer’s password has been compromised. Customer’s Confidential Information and data is in secured directories that require access authentication. Back-up of all data is performed using industry standard tools and services. HCSS will communicate with Customer to coordinate timing of HCSS application software updates. Scheduled outages will be broadcast via e-mail to Customer’s designated administrator. Access to HCSS Cloud is provided on a named user basis. For security purposes, shared or generic user accounts are not permitted unless approved in writing by HCSS. Changes to a named user account will incur an administration fee per user account change. Customer’s software maintenance must be current with any HCSS Offering being managed and hosted under the HCSS Cloud. HCSS requires Customer to maintain HCSS’s then-minimum number of HCSS Cloud licenses during the Term of the Agreement. In the event Customer decides not to renew the HCSS Cloud product, Customer must provide written notice to HCSS of its decision to not renew the HCSS Cloud product at least thirty (30) calendar days prior to the expiration date of the HCSS Cloud product. If Customer fails to provide such notice at least thirty (30) calendar days prior to the expiration date of the HCSS Cloud product, then Customer agrees to cover and pay for any fees HCSS incurs to wind down Customer’s HCSS Cloud account for up to sixty (60) calendar days following the shutoff date of the HCSS Cloud product.
HCSS Copilot. The HCSS Copilot product uses artificial intelligence, machine learning, or similar technologies provided by HCSS or HCSS’s licensors. Customer may provide information, prompts, data, text, images, or other input to be processed by HCSS Copilot (“Input Data”) and receive answers, suggestions, or other output generated and returned to Customer by HCSS Copilot based on Input Data (“Output Data”). Customer retains all right, title, and interest, including all intellectual property rights, in and to Input Data and Output Data, except to the extent such Output Data includes HCSS Confidential Information. In such case where Output Data includes HCSS Confidential Information, HCSS retains all right, title, and interest, including all intellectual property rights, in and to such Output Data that includes HCSS Confidential Information. Customer acknowledges and understands that Output Data may not be unique across HCSS’s customers and users and that HCSS Copilot may generate the same or similar Output Data for Customer or a third party. Customer may not claim ownership of such Output Data. HCSS retains all right, title, and interest, including all intellectual property rights, in and to HCSS Copilot, including, but not limited to, all algorithms, models, and aggregated results of developing HCSS Copilot. Customer grants HCSS a worldwide, royaltyfree, perpetual license to collect, access, use, process, copy, and store Input Data in connection with operating, maintaining, training, and improving HCSS Copilot. Customer will not use HCSS Copilot: (i) in violation of the Agreement; (ii) in violation of the rights of any third party; (iii) in violation of applicable laws; (iv) to develop any models that compete with HCSS; or (v) to generate content for dissemination in electoral campaigns or content that encourages violence, terrorism, or other serious harm. Customer will not represent that Output Data from HCSS Copilot was human-generated. Customer is solely responsible for the development, operation, maintenance, and use of the Input Data and Output Data. Customer understands and acknowledges that Customer should not rely on any Output Data without independently verifying and evaluating the accuracy and appropriateness of the use of Output Data. Customer will not provide any personal data in the Input Data or in Customer’s use of HCSS Copilot. CUSTOMER ACKNOWLEDGES THAT OUTPUT DATA IS GENERATED BY MACHINE LEARNING CAPABILITIES AND FUNCTIONALITY, AND HCSS MAKES NO WARRANTY OR GUARANTEE AS TO THE ACCURACY, QUALITY, COMPLETENESS, LEGALITY, OR RELIABILITY OF THE OUTPUT DATA. HCSS does not provide any indemnity obligation for Customer’s use of HCSS Cloud and/or the Output Data. Any service levels, if any, provided by HCSS do not apply to the HCSS Copilot.
HCSS Learning Management System (LMS). In the event the license granted to Customer by HCSS for the HCSS Offerings includes the HCSS LMS product, Customer must: (i) provide materially true, accurate, current, and complete information as prompted by the registration form for HCSS LMS; (ii) maintain and promptly update the registration data in HCSS LMS to ensure the information is true, accurate, current, and complete; and (iii) diligently endeavor to exit from Customer’s account with HCSS LMS at the end of each work session. Certain portions of HCSS LMS, including online courses and educational products, may be provided, or owned by third parties (“ThirdParty Content”). HCSS is not a publisher of Third-Party Content accessed through HCSS LMS and is not responsible for the content, accuracy, timeliness, or delivery of any opinions, advice, statements, messages, services, graphics, data, or any other information provided as Third-Party Content. Customer is solely responsible for entering into and complying with any terms and conditions governing such Third-Party Content. HCSS does not develop and does not control any materials, services, or products (including software) that Customer uploads into HCSS LMS or accesses, downloads, receives, or purchases as Third-Party Content while using HCSS LMS.
HeavyBid Annual Softwareas-a-Service (SaaS). Unless stated otherwise in an applicable Order Form, each Customer environment for the HeavyBid Annual SaaS product includes up to twenty (20) gigabytes (GB) of data. Any additional storage for each Customer environment may be added in twenty (20) GB bundles at HCSS’s then-current pricing.
HeavyJob Desktop. The HeavyJob desktop licenses do not include mobile app access.
HeavyJob Web Conversion. In the event Customer chooses to convert HeavyJob from a desktop version to a web version, Customer acknowledges and agrees that all licenses for the desktop version of HeavyJob, including support and maintenance for such licenses, are terminated on the Start Date of the Order Form where Customer purchases the HeavyJob web conversion. For the avoidance of doubt, the desktop version of HeavyJob includes, but is not limited to, the products called HeavyJob Manager and HeavyJob Field.
Professional Services. All professional services (e.g., consulting, implementation, training, etc.) purchased under an Order Form must be used within the first twelve () months following the Start Date of such Order Form. Any and all unused professional services will expire at 11:59 PM CT on the last day of the twelfth month following the Start Date of the Order Form. No unused professional services may be carried over to another term or another Order Form. No refunds or credits will be given to Customer for any unused professional services. For any scheduled implementation and/or training sessions, any rescheduling requests for such already scheduled implementation and/or training session(s) must be received by HCSS at least ten (10) business days prior to the first day of the already scheduled implementation and/or training session. If Customer submits a rescheduling request five (5) to ten (10) business days prior the first day of the already scheduled implementation and/or training session, Customer will pay HCSS a $500.00 fee for each day of the implementation and/or training session that is rescheduled in addition to a $550.00 travel fee (if applicable). If Customer submits a rescheduling request less than five (5) business days prior the first day of the already scheduled implementation and/or training session, Customer will pay HCSS a $1,000.00 fee for each day of the implementation and/or training session that is rescheduled in addition to a $550.00 travel fee (if applicable).
Telematics.
1. Telematics Managed. Notwithstanding anything to the contrary in this Agreement or an Order Form, the term for the Order Form that purchases Telematics Managed is for thirtysix (36) months beginning on the Start Date of this Order Form (the “Telematics Term”). HCSS shall license any and all hardware for Telematics Managed under an Order Form pursuant to the terms of this Agreement. Customer must: (i) use and operate the hardware in a careful and proper manner and in accordance with applicable laws; (ii) keep the hardware in good repair and working condition, allowing for reasonable wear and tear; (iii) make any repairs and replacements at Customer’s own expense; and (iv) inform HCSS as soon as possible if the hardware is stolen, lost, or destroyed. Customer may not make any alterations to the hardware without HCSS’s prior written consent and may not sell or assign the hardware without HCSS’s prior written consent. HCSS may provide reasonable upgrades to the hardware licensed by Customer under an Order Form as upgrades become available. HCSS is not responsible for any damage or theft to the hardware. In the event Customer does not renew Telematics Managed following the conclusion of the Telematics Term, Customer shall: (i) return any and all hardware directly to HCSS at Customer’s sole expense; and (ii) pay HCSS the difference between the twelve (12) month fees for any and all hardware added in the last twelve (12) month period of the Telematics Term and the prorated amount Customer actually paid for such hardware in the last twelve (12) month period of the Telematics Term. All shipping of the hardware is FOB shipping point. Risk of loss and damage will transfer to Customer when the hardware is in the possession of the carrier at the carriers’ location.
2. All Other Telematics and/or GPS Service Products. Upon Customer’s full payment of the fees to HCSS for the Telematics Hardware products under an Order Form, Customer shall own all hardware purchased under such Order Form and shall be solely responsible for such hardware, including, but not limited to, maintenance, repairs, insurance, damage, and theft. Customer agrees to accept the hardware as-is. Customer shall indemnify, defend, and hold harmless HCSS against any claims arising from or related to the hardware. All shipping of the hardware is FOB shipping point. Risk of loss and damage will transfer to Customer when the hardware is in the possession of the carrier at the carriers’ location.
3. In the event the license granted to Customer by HCSS for the HCSS Offerings includes the Telematics, GPS Service, and/or HCSS Dashcams products, Customer may have access to a wireless service and global positioning system cellular and satellite devices or iBeacon and load bot devices or dash cameras and associated accessories (collectively, the “Devices”). Such wireless service may only be used with the Devices provided by HCSS. Customer may only use such wireless service in accordance with the rules and parameters set forth by HCSS’s wireless service provider. The Devices may only be used by Customer for the HCSS Offerings. Customer is responsible and liable for any fees incurred by Customer for use of the wireless service outside the aforementioned parameters. HCSS may periodically program the Devices remotely with system settings and other features that cannot be changed manually. Customer acknowledges and understands that the wireless service may not be available at all times and in all places. HCSS is not responsible for interruptions in wireless service that are outside of the reasonable control of HCSS. HCSS collects information from the Devices and may use that information, as well as other usage and performance information from the Devices, to provide Customer with wireless voice and data services and to maintain and improve the network and the quality of the wireless experience. HCSS may also use this information to create aggregate data from which personally identifiable information has been removed or obscured. Such aggregate data may be used for scientific and marketing research and services such as vehicle traffic volume monitoring. Customer is responsible for notifying its employees, agents, and users of the Devices that HCSS may collect and use such information from Devices. Any Devices eligible for upgrades will be established in an Order Form. Device upgrades will be fulfilled solely at the discretion of HCSS. Customer may not use the firmware on the Devices for anything other than to access and use the HCSS Offerings. Customer may not use the wireless service in any manner that: (i) violates applicable law; (ii) hinders other customers' access to the wireless service; (iii) compromises network security or capacity; (iv) excessively or disproportionately contributes to network congestion, (v) adversely impacts network service levels or legitimate data flows; (vi) degrades network performance; (vii) causes harm to the network or other customers; or (viii) tethers a wireless device to a computing device (e.g., a computer, smartphone, eBook or eReader, media player, laptop, or other devices with similar functions) through use of connection kits, applications, devices, or accessories.

(Version Date: March 07, 2024)