ALIGNED ENTERPRISES, INC. IS ONLY WILLING TO PROVIDE THE SERVICE TO YOU UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS AND REMEDIES.
These terms and conditions govern the use and licensing by DRS of the Driver Retention Service (DRS) Service (the "Service").
The Service and accompanying documentation is licensed and not sold. The Service is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. Aligned Technologies or its subsidiaries, affiliates, and suppliers (collectively "Aligned") own intellectual property rights in the Service. The Licensee's ("you" or "your") license to download, use, copy, or change the Service is subject to these rights and to all the terms and conditions of this End User License Agreement ("Agreement").
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE "ACCEPT" OPTION AND ACCESSING OR DOWNLOADING THE SERVICE OR BY INSTALLING, USING, OR COPYING THE SERVICE. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU USE THE SERVICE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT "DECLINE" AND YOU MUST NOT USE, ACCESS OR COPY THE SERVICE.
Your electronic acceptance and/or use of the Service signifies that you have read, understood and agreed to be bound by the terms and conditions of this Agreement as well as any policies posted on this website. Aligned, in its sole and absolute discretion, may change or modify this Agreement, and the corporate policies and/or Service Specific Terms which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon the earlier of (i) our email notification to you advising you of such changes or modifications (ii) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the "Last Revised" date at the top of this page or (iii) your continued use of the Service after Aligned posts the amended Agreement to its website.
Article I. Licensee's Data
1. Service Data. When using the Service, Licensee may input into the Service certain of Licensee's data, information, and files in connection with using the Service (altogether "Licensee Service Data"). DRS does not own any Licensee Service Data and specifically disclaims any responsibility for any Licensee Service Data that Licensee or any other user collects, posts or produces while using the Service. DRS agrees that these Terms do not grant DRS any ownership rights to Licensee Service Data and DRS agrees not access or use any Licensee Service Data for any purpose other than to the extent necessary to provide the Service to Licensee. DRS does not select or screen Service Data and does not review, test, confirm, approve or verify the accuracy of any Service Data. Licensee is solely responsible for any and all Service Data that Licensee produces, transmits and/or stores in the Service. To the extent that any of Licensee's Service Data contains third party information, files or data, it is solely Licensee's responsibility to properly notify or obtain any applicable thirty-party consent.
Article II. Using Licensee's Account
2.1. License Grant. DRS hereby grants Licensee a royalty-free, nonexclusive, worldwide, non-transferable, right and license to access, use, execute and deploy the Service and its related software for the applicable subscription term subject to the restrictions set forth in these Terms. The Service is owned and operated by DRS and provided to Licensee on a subscription basis; DRS is not transferring ownership or title to the Service to Licensee.
2.1.1. The Service is made available to Licensee solely in accordance with these Terms. Any reproduction, resale or redistribution of the Service that is not in accordance with these Terms is expressly prohibited. The license granted hereunder may not be transferred by Licensee to any third party and is non-exclusive.
2.1.2. Licensee acknowledge that the Service and related software are proprietary to DRS and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Licensee may not remove any proprietary notices or labels from any of the Services. Licensee may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce any of the Service to a human-readable form. Licensee may not reproduce, distribute or create any derivative works based on the Service without expressly being authorized in writing to do so by DRS. Further, Licensee may not rent, lease, grant a security interest in or otherwise transfer any rights to the Services. All rights not expressly granted in these Terms are reserved to DRS and its suppliers.
2.1.3. ANY AND ALL CONTENT ON THE WEBSITES, SOFTWARE AND COMPUTER PROGRAMS ASSOCIATED WITH THE SERVICE ARE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM DRS. LICENSEE AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS FOR ANY PUBLIC OR COMMERCIAL PURPOSE.
2.2. End User Conduct. Licensee are solely responsible for the content of Licensee's computer(s) and Licensee's DRS account and any usage of the Service. Licensee's use of the Service is subject to the Terms set forth herein and all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing privacy, account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). When using any of the Service, Licensee hereby agrees: (i) to comply with all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing privacy, account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising); (ii) not to use the Service to post, distribute, or otherwise make available or transmit any software or other computer files that contain a virus, trojan horse, worm or other harmful or destructive component; (iii) not to use the Service for any illegal purposes; (iv) not to delete from the Service or its related software, documentation or any DRS website used in connection with the Service, any legal notices, disclaimers, or proprietary notices such as copyright or trademark notices, or modify any logos that Licensee does not own or have express permission to modify; (v) not to use the Service to interfere or disrupt any other networks connected to the Service; (vi) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (vii) not to use the Service to distribute any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature. Licensee shall not access or use someone else's DRS account at any time, without first obtaining the permission of the account holder. Licensee agrees that Licensee is responsible for all actions and inactions of Licensee, Licensee's employees, consultants, or any other third party that Licensee allows to access Licensee's DRS account, and Licensee agrees to use commercially reasonable efforts to monitor such third party users. DRS reserves the right to disable Licensee's account or take any other action that DRS in its sole discretion deems necessary or appropriate in the event that DRS has reason to believe that Licensee's conduct while using any of the Service has violated the terms of this Section 2.2.
2.3. Account Passwords & Security. Certain Services provided by DRS hereunder require Licensee to use an email address to create a username and choose a password for access to Licensee's DRS account. To keep the Service secure, Licensee should keep all usernames and passwords confidential. Access to, and use of, password-protected and/or secure aspects of the Service are restricted to authorized users only. Licensee agrees to carefully safeguard all of Licensee's passwords. Licensee is solely responsible for any and all activity that occurs under Licensee's account. DRS is not liable for any loss incurred by Licensee resulting from another's use of Licensee's password, account, or public/private key, as may be applicable, either with or without Licensee's knowledge. However, Licensee may be held liable for losses incurred by DRS or another party due to another's use of Licensee's password, account, or public/private key, as may be applicable, either with or without Licensee's knowledge. Licensee agrees to immediately notify DRS of any unauthorized use of Licensee's account or any other suspected breach of security known to Licensee, including if Licensee believes that Licensee's password and/or account information has been stolen or otherwise compromised.
Article III. Payment Terms, Fees and Renewals
3.1. Accepted Methods of Payment:
3.1.1. Payment of Subscription Fees and Service Charges. The term (“Term”) of this agreement is one month. Payment of set up charges, service charges and subscription fees must be made by check or credit card charge, and Licensee's subscription will automatically renew at the end of each then current term unless Licensee provides DRS with written notice of non-renewal no less than 30 days' prior to the renewal date. Licensee will automatically be charged the applicable service charges and monthly subscription fee for each month or partial month that Licensee's subscription is in effect. Set up charges are due at the beginning of the first term. Subscription charges are due at the beginning of each month during the term. Service charges such as usage fees are due at the end of each month during the term.
In the event that Licensee's payment is not made by credit card or direct deposit, payment shall be due within five (5) days' of the date of invoice.
3.2. No Cancellations. Notwithstanding any provision of these Terms or any course of dealing between the parties, Licensee may not cancel, terminate or rescind a subscription during its term. Any and all payments by Licensee to DRS for access to the Service are final.
3.3. Credit Card Authorization. In the event that Licensee cancels the credit card provided to DRS to pay for the Service or the card expires or is otherwise terminated, Licensee must immediately provide DRS with a new valid credit card number. Licensee authorize DRS, from time to time, to undertake steps to determine whether the credit card number provided to DRS is a valid credit card number. In the event that Licensee does not provide DRS with a current valid credit card number with sufficient credit upon request during the effective period of these Terms, Licensee will be in violation of these Terms. Licensee hereby authorizes DRS to automatically update Licensee's credit card information using software designed for updating purposes.
3.4. Payment Due. Unless otherwise provided for herein, payment of all fees are due and payable to DRS without demand, invoicing or notice before the commencement of the subscription period to which those fees apply.
3.5. Taxes. Licensee agrees to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this license, or the use or possession of a Service, or any software or other product provided under these Terms, excluding any taxes based on net income payable by DRS. If Licensee is exempt from paying any sales, use or other taxes, Licensee must provide DRS with appropriate evidence of tax exemption for all relevant jurisdictions.
3.6. Rates. The schedule of applicable rates and fees is available here. Any changes in the schedule of rates and fees shall become effective at the next monthly renewal.
Article IV. Legal Terms
4.1. Disclaimer of Warranties. DRS assumes no responsibility for the accuracy or inaccuracy of any information provided. Licensee's use of any of the Service is at Licensee's own risk. ALL INFORMATION, DOCUMENTATION AND SERVICE PROVIDED BY DRS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE. DRS MAKES NO WARRANTY THAT THE SERVICE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. NOR DOES DRS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE. LICENSEE UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT LICENSEE'S OWN RISK AND THAT LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY EMPLOYEES OF DRS OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY DRS FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF DRS WHATSOEVER.
4.2. Limitations of Damages and Liability.
4.2.1. LICENSEE AGREES THAT THE CONSIDERATION WHICH DRS IS RECEIVING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY DRS OF THE RISK OF LICENSEE'S SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES. DRS AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCTS OR SERVICES, LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL DRS BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE SERVICE, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE SERVICE, EVEN IF DRS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE AGREES NOT TO ASSERT ANY SUCH CLAIM AGAINST DRS OR ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES.
4.2.2. LICENSEE EXPRESSLY AGREES THAT LICENSEE'S USE OF THE SERVICE IS AT LICENSEE'S OWN RISK. IN NO EVENT SHALL DRS'S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT LICENSEE PAID TO DRS, IF ANY, FOR THE SERVICE DURING THE 2 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. IN THE EVENT THAT APPLICABLE LAW LIMITS THE EXCLUSION OF IMPLIED WARRANTIES OR THE ABOVE LIMITATIONS OF LIABILITY, THE MAXIMUM AMOUNT OF EXCLUSIONS ALLOWED UNDER APPLICABLE LAW SHALL BE APPLIED.
4.2.3. ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND CONFIDENTIAL COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.
4.4. Right to Terminate. DRS may, in its sole discretion, immediately terminate Licensee's subscription, license and right to use the Service if (i) Licensee fails to make timely payments of subscription fees as required for access to Licensee's account or Licensee declares bankruptcy, is involved in any bankruptcy proceedings or is otherwise insolvent; (ii) Licensee breaches these Terms; (iii) DRS is unable to verify or authenticate any information Licensee provides to DRS; or (iv) DRS decides, in its sole discretion, to discontinue offering the Service to Licensee. DRS shall not be liable to Licensee or any third party for termination of the Service or Licensee's use of the Service. Upon expiration or termination for any reason, Licensee shall no longer be authorized to use the Service. When Licensee's access to the Service is terminated and/or Licensee's subscription is canceled, Licensee will no longer have access to data and other material that Licensee may have stored in connection with the Service and that material may be deleted by DRS. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms or otherwise existing at law shall survive any termination, expiration or rescission of these Terms.
4.5. Title. Title, ownership rights and intellectual property rights in the Service shall remain with DRS or its suppliers, as applicable. The Service is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Service is the property of the applicable content owner and is protected by applicable law. The licenses granted under these Terms give Licensee no rights to such content. "DRS," associated logos, and other names, logos, icons and marks identifying DRS's Service are trademarks or service marks of DRS (collectively the "Trademarks") and may not be used without the prior written permission of DRS. All other product names mentioned are used for identification purposes only and may be trademarks or service marks of their respective holders. Nothing should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of DRS or such third party that may own the Trademarks. Licensee's use of the Trademarks except as provided in these Terms is strictly prohibited.
4.6. Feedback. DRS shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, recommendations or other information provided by Licensee relating to the operation of the Service ("Feedback").
4.7. Confidentiality. Licensee shall maintain the confidentiality of information that has been, and will continue to be, provided to Licensee by DRS in connection with Licensee's use of the Service. Licensee specifically agrees to the following confidentiality terms (the "Confidentiality Terms"):
4.7.1. Obligations. Licensee shall (a) maintain in confidence all such information, including but not limited to the Service and its related software, (b) not disclose any such information to anyone except Licensee's employees, agents, and consultants on a need-to-know basis (and who have been informed of and acknowledge their obligation to be bound by these Confidentiality Terms), and (c) not use DRS's confidential information for any purpose other than that for which it is disclosed. All confidential information shall remain the sole property of DRS. Licensee shall have no right, title, or interest in or to the confidential information.
4.7.2. Confidential Information. Information considered confidential by DRS includes, without limitation, information of DRS relating to (a) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and business concepts, plans or strategies, (c) matters of a human resources nature such as employment policies and practices, personnel, compensation and employee benefits, (d) other information of a similar nature not generally disclosed by DRS to the public or other information Licensee should reasonably believe to be confidential given the circumstances, (e) information concerning Licensee's use of the Service, and (f) the Service itself and its associated software.
4.7.3. Exclusions. The obligations imposed by these Confidentiality Terms shall not apply to any information that (a) is proven by Licensee to have been rightfully received from a third party without accompanying use or disclosure restrictions; (b) is or becomes generally publicly available through no wrongful act of Licensee or any other person or entity with a confidentiality obligation; (c) is already known to Licensee prior to the date of disclosure as evidenced by documentation bearing a date prior to the date of disclosure; (d) is approved for release in writing by an authorized representative of DRS; or (e) is required to be disclosed pursuant to a valid court order, duly authorized subpoena, or governmental authority (provided that Licensee shall immediately give DRS written notice and an opportunity to contest such required disclosure).
4.7.4. Remedies. The remedy at law for any breach of any of the covenants and agreements set forth in these Confidentiality Terms may be inadequate, so in the event of any such breach or threatened breach, DRS shall, in addition to all other remedies which may be available to it at law, be entitled to equitable relief in the form of preliminary and permanent injunctions, without the necessity of proving damages. Licensee further agrees that these Confidentiality Terms shall in no way restrict or limit any other remedies DRS may have available at law and DRS may be entitled to recover the costs, including reasonable attorney's fees, to enforce its rights under these Confidentiality Terms.
4.7.5. Return of Confidential Information. Upon the written request of DRS, Licensee shall return, or certify that Licensee has destroyed, all information disclosed under these Confidentiality Terms and any memoranda, diagrams, or any other documents containing any information disclosed under these Confidentiality Terms.
4.7.6. Enforceability. In the event any one or more of the provisions of these Confidentiality Terms shall be deemed invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
4.7.7. Application. These Confidentiality Terms shall control in lieu of and notwithstanding any proprietary or restrictive legends or statements inconsistent with these Confidentiality Terms that may be associated with any particular information disclosed hereunder.
4.7.8. Surviving Obligations. The confidentiality obligations imposed under these Confidentiality Terms shall survive any termination, expiration, or rescission of these Terms or Licensee's subscription term, as well as continue beyond any time in which Licensee was using the Service.
4.9. Force Majeure. No party shall be liable for any performance failure, delay in performance, or lost data under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by: (i) failures of software or other computer programming (other than the Service purchased hereunder); (ii) natural weather events; or (iii) any other causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers; provided that in any such event, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.
Article V. Miscellaneous Contract Terms
5.1. Entire Agreement. These Terms represent the complete agreement concerning the subject matter of the license granted hereunder and Licensee's use of any of the Services. DRS may amend these Terms at any time by (i) posting a revised Terms document on or accessible through the DRS Site and/or (ii) sending information regarding the Terms amendment to the email address Licensee have provided to DRS. Licensee is responsible for regularly reviewing the site to obtain timely notice of such amendments. Licensee manifests intent to accept these amended terms if Licensee continues to use the Service after such amended terms have been posted or sent to Licensee. If Licensee does not agree with any such amended terms Licensee must notify DRS during the 30-day period after such amended terms have been posted and at the end of such 30-day period these Terms shall be deemed terminated unless DRS agrees to waive such amended terms to which Licensee objects.
5.2. Governing Law & Venue. These Terms shall be governed by and construed in accordance with the laws of the State of California and the laws of the United States, without giving effect to any principles of conflict of law. Licensee agrees that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or federal courts located in San Diego, California, and Licensee hereby consents and submits to the personal jurisdiction of such courts for the purposes of litigating any such action.
5.3. Severability. If any of the provisions of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
5.4. Publicity. DRS shall have the right to identify Licensee as a user of the Service. Licensee agrees that DRS may use any logo and/or name associated with Licensee on DRS's website and other materials in order to identify Licensee as a DRS user.
5.5. Notices. Notices by DRS to Licensee may be sent to the email address Licensee provides or otherwise by any means that DRS determines in its sole discretion as likely to come to Licensee's attention. All notices sent by Licensee to DRS in connection with these Terms shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of DRS set forth herein.
5.6. Waiver. Licensee agrees not to bring or participate in any class action lawsuit against DRS or any of its employees or affiliates. Licensee agrees not to bring a claim under these Terms more than two years after the expiration of these Terms. The failure of DRS to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by DRS of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of these Terms. No remedy made available to DRS by any of the provisions of these Terms is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy available at law or in equity.
5.7. No Exclusivity. Licensee acknowledges and agrees that DRS is in the business of providing driver management and related service solutions and that DRS may provide such Service to third parties, including any competitors of Licensee, which are the same or similar to the Service provided to Licensee hereunder.
5.8. Assignment. These Terms shall be binding upon and inure to the benefit of the parties and their permitted assigns. Neither party may assign this Agreement, assign its rights or delegate its duties hereunder (whether directly or indirectly, in whole or in part, by operation of law or otherwise), without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, DRS may assign this Agreement, without Licensee's prior written consent in connection with a merger, acquisition, change of control or sale of substantially all the DRS assets (or any substantially similar transaction). Additionally, DRS may assign all or any part of the performance of this Agreement to an Affiliate Entity without Licensee's prior written consent. For the purposes of this section, the term "Affiliate Entity" shall mean any entity that now or in the future controls, is controlled by, or is under common control with DRS.
5.9. No Agency. Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.