Terms of Service

Updated September 5, 2025

This Terms of Service and Customer Agreement (“Agreement”) is a legal contract between our Customers (“you,” “your,” or “Customer”) and Lee TranServices, Inc. (“we,” “our,” or “Lee Trans”) that governs your purchase and use (“Account”) of Lee Trans’s websites and Lee Trans software solution and related products (together, “Lee Trans Products”) for driver compliance, background screening, regulatory compliance, licensing and permitting, fuel tax reporting, medical services, and other transportation-related services and solutions (“Services”).

By agreeing to use Lee Trans Products, you agree and represent that you (i) have read and accept the terms of this Agreement on your behalf or on behalf of the company or other legal entity that you represent, and (ii) have authority to bind and enter into this Agreement.  If you do not have authority to bind the company that you represent or if you do not agree to the terms of this Agreement, you must not accept the terms of this Agreement and do not use the Services.  Any usage of Lee Trans Products indicates consent and agreement with this Agreement in its entirety.

This Agreement is effective as of the first date you click “I agree” (or similar box) or use or access Lee Trans Products, whichever is earlier (“Effective Date”).  This Agreement does not have to be signed to be effective.

1. General

1.1 Access and Use. Subject to these terms and conditions, you may access and use the Services of Lee Trans Products during the applicable Term for your own business purposes and as allowed by the terms of this Agreement.

1.2 Content. Your data, content, code, video, images, or other materials of any type that you (including any of your End Users) submit, use, input, or upload to Lee Trans Products is your “Content.” “End User” means any individual or entity who you, your employees, or an affiliated or third-party entity, including your contractors, agents, clients, or other end users, permits or invites to use the Lee Trans Products or for whom you engage Lee Trans to provide Services. You retain all right, title, and interest in and to your Content.

1.3 Support. During the Term, we will provide support for the Lee Trans Products in accordance with this Agreement, and we will implement reasonable and appropriate measures designed to help you secure your Content against accidental or unlawful loss, access, or disclosure.

1.4 Notice of Changes to the Services. Lee Trans Products include online subscription-based and managed services. Some services may involve data and reports provided through managed service delivery rather than direct online access.  We may make changes or discontinue any Lee Trans Products or any portion or feature of the Services from time to time for any reason at any time without liability to you. We will provide at least one (1) months’ notice before discontinuing material functionality of Services that we make generally available to customers and that you are using.  We are not obligated to provide such notice if the discontinuation is necessary to (a) address an emergency or risk of harm to the Services or Lee Trans, (b) respond to claims, litigation, or loss of license rights related to third party intellectual property rights, or (c) comply with law; however, should any of the preceding occur, Lee Trans will provide you with as much prior notice as is reasonably practicable under the circumstances.

1.5 Ownership Except as expressly set out in this Agreement, neither party grants the other any rights or licenses to its intellectual property under this Agreement.  As between the parties, Customer owns all intellectual property and other rights in Content you provide to or use with the Lee Trans Products.  Lee Trans and its licensors retain all intellectual property and other rights in the Lee Trans Products, any support services deliverables and related source code, Lee Trans technology, templates, and formats and dashboards, including any modifications or improvements.

1.6 Proprietary Platform and Data Structure. Lee Trans’s platform, including its data structure, is proprietary and protected by intellectual property laws. You agree not to use Lee Trans’ data structure or platform architecture to build, develop, or create a competing product. If Customer builds a competing product based on Lee Trans’ data structure, Customer will be liable to Lee Trans for damages, including but not limited to lost profits, reasonable attorney’s fees, and any other relief deemed appropriate by a court of competent jurisdiction. Lee Trans’ remedies for breaches of this provision are not subject to the Limitations of Liability contained in Section 5.

1.7 When Customer engages Lee Trans to provide Services directly or indirectly for Customer’s clients or other third parties (“Pass-Through Services”), the following terms apply:

1.7.1 Customer represents and warrants that it has full legal authority to engage Lee Trans to provide Pass-Through Services on behalf of Customer’s clients. Customer acts as the exclusive agent for its clients in all dealings with Lee Trans, and Lee Trans’ contractual relationship remains solely with Customer.

1.7.2 Lee Trans does not enter into any direct contractual relationship with Customer’s clients, even when providing Pass-Through Services directly to or for the benefit of such clients. All obligations, representations, and warranties flow exclusively between Lee Trans and Customer.

1.7.3 Customer represents that it has obtained all necessary consents, authorizations, and permissions from its clients for Lee Trans to provide Pass-Through Services and handle client information as necessary to perform such services.

1.7.4 Lee Trans will perform Pass-Through Services using commercially reasonable efforts consistent with industry standards, but makes no warranties or guarantees regarding outcomes, timing, or regulatory compliance beyond Lee Trans’ direct control.

2. Your Responsibilities

2.1 Your Account.

2.1.1 You will comply with the terms of this Agreement and all laws, rules, and regulations applicable to your use of the Services. If you engage Lee Trans to provide Lee Trans Products and Services for your clients or other third parties, you represent that you have the legal authority to do so and that such engagement complies with all applicable laws and professional standards.

2.1.2 You are responsible for the security of your account. Accounts can have multiple users but each user is required to use an unique email. You are not to share your log-in credentials with any third party, as further addressed in Section 2.6 below.

2.1.3 You are solely responsible for the accuracy and completeness of all your Content used within Lee Trans’s products. You acknowledge that the performance and functionality of Lee Trans Products rely on your Content, including any notifications generated by Lee Trans Products.

2.2 Fees and Payment.

2.2.1 Fees and payment terms are specified in the General Services Agreement and associated Addendums between Lee Trans and Customer.

2.2.2 Lee Trans Products and any third-party products to which Customer may gain access through its General Services Agreement with Lee Trans do not provide usage-based billing alerts or notifications prior to incurring charges. You are responsible for monitoring your usage and understanding the applicable fees that may be incurred based on such usage.

2.3 Your Content.

2.3.1 You are solely responsible for your Content and the consequences of submitting and using it with the Lee Trans Products. You will ensure that Your Content and your and End Users’ use of Your Content or the Services will not violate this Agreement or any applicable law.

2.3.2 You must not (and must not permit anyone else to) upload to the Lee Trans Products any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act. The system is not HIPAA compliant because it is not anticipated that you will store HIPAA-protected information on Lee Trans Products.  We will not be responsible for any liability related to your loading or your delivery of Content for uploading of HIPAA-protected information on Lee Trans Products.

2.3.3 Subject to these terms, and solely to the extent necessary, you grant us a worldwide license to access, use, process, copy, distribute, perform, export, and display your Content,including client information provided in connection with Pass-Through Services. You represent and warrant that you have obtained all necessary rights, releases, and permissions to submit your Content to the Lee Trans Products, including any client information or data necessary for Lee Trans to provide Pass-Through Services, and that your Content will not violate any laws, contractual agreements, or third-party intellectual property, privacy, publicity, or other rights.

2.3.4 We have no obligation to monitor your Content. However, if we deem necessary based on our reasonable belief that you have violated this Agreement, we may remove your Content from the Lee Trans Products or suspend your access to the Lee Trans Products. We will use reasonable efforts to provide you with notice prior to removal or suspension to the extent practicable; however, you agree that we will have no liability for removing or deleting your Content or suspending your access to Lee Trans Products under this provision.

2.4 Indemnity. You will defend, indemnify, and hold harmless Lee Trans (and our affiliates, officers, directors, agents, and employees) from and against any and all claims, costs, damages, losses, liabilities, and expenses, including attorney’s fees and costs, resulting from any claim arising from or related to (i) your or your End Users’ use, or claims or disputes brought by your End Users related to use, of Lee Trans Products or Services, including Pass-Through Services, or (ii) your or your End Users’ breach of the terms of the Agreement or applicable law in using Lee Trans Products, or (iii) any claims brought by your clients related to Pass-Through Services provided by Lee Trans, regardless of whether such claims allege direct or indirect liability on the part of Lee Trans. We will have the exclusive right to select our counsel and direct the defense when you are indemnifying Lee Trans under this provision.

2.5 Your Security. You are responsible for properly using the Lee Trans Products and Services. You are responsible for taking appropriate action to secure and protect your Account and your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect your Content from unauthorized access.

2.6 Log-In Credentials. Lee Trans Products and Services log-in credentials are for your internal use only, and you will use commercially reasonable efforts to prevent and terminate any unauthorized use, or access to, the Lee Trans Products and Services. Do not disclose your Log-In Credentials to any unauthorized person. Accounts can have multiple users but each user is required to use an unique identifier, by way of example user name, email or phone number.  You shall not sell, transfer, or sublicense them to any other entity or person.  You will be deemed to have taken any action that you permit, assist, or facilitate any person or entity to take related to this Agreement, your Content, or use of the Services.

2.7 Third Party Products.

2.7.1 To the extent available, you may choose to use Lee Trans Products with third-party platforms, apps, add-ons, services, or products (“Third-Party Products”).  Third-Party Products might include offerings made available from Lee Trans. Use of such Third-Party Products with the Lee Trans Products may require access to Content by the third-party provider, which, Lee Trans will permit on Customer’s behalf if Customer has contracted for that Third-Party Product.  Customer’s use of Third-Party Products is subject to the relevant third-party provider’s terms of use, not this Agreement.  Lee Trans does not control and has no liability for Third-Party Products.

2.7.2 In providing Services to Customer, Lee Trans may utilize third-party vendors, contractors, or service providers (“Third-Party Providers”) to fulfill Customer orders and deliver requested services and products. Such Third-Party Providers may include background screening companies, medical service providers, licensing agencies, government entities, and other specialized service providers necessary to complete Customer’s orders. Lee Trans will manage all communication of Customer orders and delivery of Customer Content to Third-Party Providers on Customer’s behalf and will be responsible for ensuring Customer receives the ordered services and products. Customer’s relationship is with Lee Trans, and Lee Trans remains responsible to Customer for the delivery of Services in accordance with this Agreement. Customer acknowledges that certain Services may be subject to third-party processing times and availability outside of Lee Trans’ direct control. Notwithstanding the foregoing, while Lee Trans is responsible for managing the delivery of Lee Trans Products and Services as described above, Lee Trans is not responsible for the accuracy, completeness, or content of information, data, reports, or other materials provided by Third-Party Providers. To the extent Lee Trans Products and Services include Third-Party Provider content, Lee Trans’ responsibility is limited to facilitating the delivery of Third-Party Provider content to Customer, not for the substance or quality of such content.

2.7.3 Customer is responsible for reviewing and remaining familiar with the terms and conditions of any and all third-party products to which Customer may gain access through its General Services Agreement with Lee Trans, including all fee schedules, usage limitations, and billing practices. Customer acknowledges that Lee Trans is not responsible for any fees, terms, or conditions associated with Third-Party Products, even if access to such Third-Party Products is facilitated through Customer’s utilization of Lee Trans Products.

2.8 Compliance and Restrictions.

2.8.1 You are responsible for End Users’ actions and use of your Content and the Services, and for their compliance with your obligations under this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately contact us to suspend access to your Content and the Services by such End User. You are responsible for any damages resulting from your End Users’ failure to comply with the Agreement or applicable law.

2.8.2 Certain Lee Trans Products allow you to limit users access to feature and content. You are responsible for understanding the settings, functionality, and controls of Lee Trans Products and for notifying us of changes needed to your End Users’ access of Lee Trans Products, including whom you allow or invite to become an End User.

2.8.3 You agree and understand that you are solely responsible for the accuracy and completeness of your Content and that the performance and functionality of Lee Trans Products rely on your Content. This includes notifications from Lee Trans Products.  Lee Trans is not responsible or liable for the performance of Lee Trans Products if your Content is incorrect, incomplete, or inaccurate.

2.8.4 Lee Trans Products are not intended for, and should not be used by, anyone under the age of majority in your jurisdiction. You are responsible for ensuring that all End Users are above the age of majority.

2.8.5 Except as otherwise expressly permitted in the Agreement, you shall not: (a) reproduce, modify, adapt or create derivative works of Lee Trans Products; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to Lee Trans Products to a third party; (c) use Lee Trans Products for the benefit of any third party; (d) incorporate Lee Trans Products into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in Lee Trans Products intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to Lee Trans Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in Lee Trans Products; (h) use any part of, idea, concept, or image of Lee Trans Products for competitive analysis or to build competitive products; or (i) encourage or assist any third party to do any of the foregoing. Lee Trans’s remedies for breaches of this provision are not subject to the Limitations of Liability contained in Section 5.

2.8.6 Lee Trans will use commercially reasonable efforts to provide managed services based on the Content you provide, but Lee Trans makes no representations or warranties regarding the accuracy of managed services if based on incomplete or inaccurate Content. You acknowledge that the quality and accuracy of Lee Trans’s managed services depends on the accuracy and completeness of your Cont

3. Term and Termination

3.1 Term This Terms of Service and Customer Agreement shall exist for so long as the General Services Agreement between Lee Trans and Customer is in effect and shall terminate pursuant to the provisions governing termination outlined in the General Services Agreement (the “Termination Date”).

3.2 Suspension In addition to the other provisions related to suspension, we have a right to immediately suspend, disable, or limit access to or use of Lee Trans Products or the Services if we reasonably believe suspension is needed to protect Lee Trans Products, our infrastructure supporting Lee Trans Products, or any other customer of Lee Trans Products. We will lift the suspension when the circumstances giving rise to the Suspension have been resolved.

3.1 Effects of Termination.

3.3.1 User Access will be disabled on the Termination Date of our General Services Agreement.

3.3.2 Upon the Termination Date, your access to Lee Trans Products shall cease. Upon receipt of final payment for all amounts due, Lee Trans, at your expense, will return your records in a form and format of Lee Trans’ choosing. Records shall be delivered via email with delivery confirmation or certified mail to your last known address. Delivery is deemed complete upon electronic confirmation or postal service deposit, regardless of return receipt. Lee Trans may destroy records after twelve (12) months following the date of termination. You may retain data and reports provided by Lee Trans; however, you must delete (or at our request, return) any of Lee Trans’ proprietary methodologies, algorithms, software, and other Confidential Information that is not integral to the data and reports themselves. You will certify such deletion upon our request.

3.3.3 For Lee Trans Products or Services rendered, if any, after Termination Date, the terms of this Agreement will apply, and you will pay the applicable fees.

3.4 Remedies. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

4. Warranties and Disclaimer 

4.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

4.2 Our Warranties. We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, malware, or similar harmful materials into the Lee Trans Products (the “Performance Warranty”).  We are not responsible for harmful materials submitted by you or End Users.

4.3 Warranty Remedy. We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Term. In this case, you will receive a refund of any fees you have pre-paid for use of the Lee Trans Product for the terminated portion of the applicable Term.  The Performance Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services, or equipment, or (iii) to any products provided for no charge.  Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section 4.

4.4 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4, ALL Lee Trans PRODUCTS, SUPPORT, AND ADDITIONAL SERVICES BY Lee Trans ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THIS AGREEMENT, WE DO NOT WARRANT THAT YOUR USE OF THE Lee Trans PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR CONTENT FOR ACCURACY, OR THAT WE WILL PRESERVE OR MAINTAIN YOUR CONTENT WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE Lee Trans PRODUCTS NECESSARILY INVOLVES TRANSMISSION OF YOUR CONTENT OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR CONTENT LOST, ALTERED, INTERCEPTED, OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR CONTENT WILL ALWAYS BE SeCURE, OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

5. Limitation of Liability

5.1 Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY LOSS OF USE, LOST OR INACCURATE CONTENT, LOST PROFITS, FAILURE OF SECURITY MECHANISMS ON OUR PART, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

5.2 Liability Cap.EXCEPT FOR EXCLUDED CLAIMS, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR THE Lee Trans PRODUCTS AND ADDITIONAL SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.  THE AGGREGATE LIABLITY INCLUDES ANY UNAUTHORIZED DISCLOSURE OF CONTENT CAUSED BY A BREACH OF Lee Trans’S SECURITY PROGRAM.

5.3 Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2 and 1.7, and (b) either party’s breach of Section 9 (Confidentiality) but excluding claims relating to Content, and (c) claims arising from Pass-Through Services where Customer lacks authority to engage Lee Trans on behalf of its clients.

5.4 Nature of Claims and Failure of Essential Purpose.The parties agree that the waivers and limitations specified in this Section 5 apply regardless of the form of action, whether in contract, tort (including our negligence and gross negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose.

6. Indemnification by Lee Trans

6.1  IP Indemnification.  Lee Trans must: (a) defend Customer from and against any third-party claim to the extent alleging that the Lee Trans Products, when used by Customer as authorized by this Agreement, infringe any intellectual property right of a third party (an “Infringement Claim”), and (b) indemnify and hold harmless Customer against any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed in settlement by Lee Trans resulting from an Infringement Claim.

6.2  Procedures. Lee Trans’s obligations in this Section 6 are subject to Customer providing: (a) sufficient notice of the Infringement Claim so as to not prejudice Lee Trans’s defense of the Infringement Claim, (b) the exclusive right to control and direct the investigation, defense, and settlement of the Infringement Claim, and (c) all reasonably requested cooperation, at Lee Trans’s expense for reasonable out-of-pocket expenses.  Customer may participate in the defense of an Infringement Claim with its own counsel at its own expense.

6.3  Settlement.  Customer may not settle an Infringement Claim without Lee Trans’s prior written consent. Lee Trans may not settle an Infringement Claim without Customer’s prior written consent if settlement would require Customer to admit fault or take or refrain from taking any action (other than relating to use of the Lee Trans Products).

6.4  Mitigation.  In response to an actual or potential Infringement Claim, Lee Trans may, at its option: (a) procure rights for Customer’s continued use of the Lee Trans Products, (b) replace or modify the alleged infringing portion of the Lee Trans Products without reducing the overall functionality of the Lee Trans Products, or (c) terminate the affected Term and refund to Customer any pre-paid, unused fees for the terminated portion of the Term.

6.5  Exceptions.  Lee Trans’s obligations in this Section do not apply to the extent an Infringement Claim arises from: (a) Customer’s modification or unauthorized use of the Lee Trans Products, (b) use of the Lee Trans Products in combination with items not provided by Lee Trans (including Third-Party Products), (c) any unsupported release of the Lee Trans Products, (d) Third-Party Products, or (e) your Content.

6.6  Exclusive Remedy.  This Section sets out Customer’s exclusive remedy and Lee Trans’s entire liability regarding infringement of third-party intellectual property rights.

7. Dispute Resolution 

7.1 Informal Resolution.In the event of any controversy or claim arising out of or relating to the Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under the Agreement.  All negotiations pursuant to this Section 6 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.

7.2 Governing Law; Jurisdiction.This Agreement shall be governed by and construed in accordance with the applicable laws of the State of Texas, without giving effect to the principles of that State relating to conflicts of laws.  You irrevocably agree that any legal action, suit, or proceeding arising out of or related to the Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State district court in Lufkin, Angelina County, Texas, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Lufkin, Angelina County, Texas, generally and unconditionally, with respect to any action, suit, or proceeding brought by it or against it by the other party. In any action or proceeding, we will be entitled to recover our reasonable costs and attorneys’ fees if we are the prevailing party or we defeat any claim against us.

7.3 Injunctive Relief; Enforcement.Nothing in the Agreement will prevent Lee Trans from seeking injunctive relief with respect to your breach of this Agreement, violation of intellectual property rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.

8. Data Privacy and Security

8.1 Content. Lee Trans will not access your Content except as necessary to maintain or provide Lee Trans Products and Services, or as necessary to comply with the law or a binding order of a governmental body.

8.2 Data Retention. Lee Trans will retain Content as long as accounts remain active and in good standing. Lee Trans will purge Content sooner if requested by you in writing. Once data is purged, it cannot be recovered. Content retention following the Termination Date is addressed in Section 3.3.3 above.

8.3 Security Program. We shall endeavor to maintain and handle all your Content in accordance with industry standard privacy and security practices and measures adequate to preserve its confidentiality and security as required by applicable laws and regulations. Lee Trans has implemented and will maintain an information security program that uses appropriate physical, technical, and organizational measures designed to protect Content from unauthorized access, destruction, use, modification, or disclosure.

9. Confidential Information

9.1 “Confidential Information” means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure.  Lee Trans’s Confidential Information includes any source code and technical or performance information about the Lee Trans Products.  Customer’s Confidential Information includes your Content.

9.2 Obligations. Unless expressly permitted by the disclosing party in writing, the receiving party must: (a) hold the disclosing party’s Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement.  The receiving party may disclose such Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Lee Trans, its affiliates, third party providers, and partners) provided the receiving party remains responsible for their compliance with this Section and they are bound to confidentiality obligations no less protective than this Section.

a. Exclusions. These confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party, (b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations, (c) it received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates, at the disclosing party’s cost, in any reasonable effort to obtain confidential treatment.

b. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or anticipated breach of this Section.

10. General Provisions 

10.1 Survival. The following provisions will survive any termination or expiration of the Agreement: Sections 1.7 (Third-Party Vendor Services), 2 (Your Responsibilities), 3 (Term and Termination), 4 (Warranties and Disclaimer), 5 (Limitation of Liability), 6 (Indemnification), 7 (Dispute Resolution), 9 (Confidential Information), and 10 (General Provisions).

10.2 Changes to the Agreement.  We may modify the terms and conditions of the Agreement from time to time, by posting the modified Terms on our website or giving notice to you.

10.3 Notices. Any notice to us under the Agreement must be given in writing to President, Lee TranServices, Inc. 125 N. 1^st Street, Lufkin, Texas 75901 by personal delivery, national courier or by registered or certified United States mail, return receipt requested, postage prepaid. We may provide notice to you through your Notification Email Address or in Lee Trans Products. You agree that any of these communications will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it.

10.4 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under the Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

10.5 Assignment. You may not assign or transfer the Agreement without our prior written consent. As an exception to the foregoing, you may assign the Agreement in its entirety to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under the Agreement. Any attempt by you to transfer or assign the Agreement except as expressly authorized above will be null and void. We may assign our rights and obligations under the Agreement (in whole or in part) without your consent. We may also permit our affiliates, agents, partners, and contractors to exercise our rights or perform our obligations under the Agreement, in which case we will remain responsible for their compliance with the Agreement. Subject to the foregoing, the Agreement will inure to the benefit of the parties’ permitted successors and assigns.

10.6 Entire Agreement.The Agreement is the entire agreement between you and us relating to the Lee Trans Products and any other subject matter covered by the Agreement and supersedes all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to the Lee Trans Products or any other subject matter covered by the Agreement. You disclaim any reliance on any communications or representations regarding the nature, security, quality, or functionality of Lee Trans Products. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of the Agreement, and any such document relating to the Agreement will be for administrative purposes only and will have no legal effect.

10.7 Waivers; Modifications.No failure or delay by the injured party to the Agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder at law or equity.

10.8 Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of the Agreement is held to be void, invalid, unenforceable, or illegal, the other provisions will continue in full force and effect. In the event of any conflict, inconsistency, ambiguity or discrepancy between the terms and conditions of this Agreement and other agreements between you and Lee Trans, the provision(s) that provide greater rights, remedies, protections, or benefits to Lee Trans, as determined in Lee Trans’s sole discretion, shall prevail and control.

10.9 Independent Contractors.The parties are independent contractors. The Agreement will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power, or authority to create any duty or obligation of the other party.