Site Usage Agreement

GotPermits.com Site Usage Agreement

1. Introduction To The Site
The Departments of Transportation (DOTs) identified on www.GotPermits.com have authorized Bentley Systems, Inc., its employees, agents and contractors ("Provider"), to provide a limited-access site at the URL "www.GotPermits.com" or any successor site (the "Site") that offers for sale, to qualified applicants, permits for Oversize/Overweight vehicles to travel on the highways and roads of the States, for which those State DOTs issue permits (collectively “Permits”), as well as other travel-related information. Generally speaking, Provider operates the Site, but Provider retains the right, at any time, in its determination, to contract with a third-party host to operate and maintain the Site on behalf of Provider ("Host"). If you are a motor carrier or permit agent and are interested in the services provided through this Site, please carefully follow the requirements under the Registration Section below.

2. Registration
To use this Site, you must be registered with the State DOT that will provide the permit, and you must accept the Site Usage Agreement Terms (as defined below). Instructions to become registered with the State DOT are provided on the Site. You agree to notify the applicable State DOT of any changes in your registration data. By registering with the State and using this Site, you hereby agree to and accept all applicable terms and conditions of this Agreement, and the policies of Provider (e.g. this GotPermits.com Site Usage Agreement, the Consent to Use of Electronic Signatures and Records attached to this Agreement, and the Privacy Policy, which is available for review on www.GotPermits.com, under the Privacy Policy link which appears on the Site, and any other policies posted on the Site from time to time (collectively, the "Agreement Terms"). These Agreement Terms constitute the entire agreement between you and Provider for your access to and use of the Site. The agreement that you enter into with the applicable State DOT constitutes the entire agreement between you and such applicable State DOT for your access to and use of the Site consistent with its terms.

3. Charges and Payment
By accepting the Usage Terms, you agree to make payments in accordance with the service fees and payment schedule requirements which are shown on your fee schedule, which is available for review on the Site under the Getting Started link, or on a separate written form issued by Provider.

4. Usage Authorization and Access
In order to use the Site, you must obtain access to the Internet in accordance with the "Hardware and Software Requirements" set forth in the Consent to Use of Electronic Signatures and Records section attached to this Site Usage Agreement. You are solely responsible for obtaining such devices and for obtaining access to the Site. You also are solely responsible to pay any and all fees and expenses associated with such devices and/or access. As part of your registration with the State DOT, you will have been issued one (1) ”User Name” and a linked “Password” as a logon for access to and use of the Site by your authorized users or representatives ("Users"). You are solely and exclusively responsible and liable for any access to or use of the Site by any person or entity who gains access to the Site through the use of your User Name or Password, including, without limitation, Users or any other third parties. You will inform all Users of their obligations under these Agreement Terms and ensure their compliance with the Agreement Terms at all times. Provider will have the right, in its sole discretion, with or without cause, to terminate any User Name or Password at any time upon notice to you. In the event that the User Name and Password of a User is terminated, you agree that you will continue to be bound by the terms and conditions of the Agreement Terms. If you have any reason to believe that the security of a User Name or Password may have been compromised, you agree to notify the applicable State DOT and Provider immediately. You also agree to notify the applicable State DOT and Provider immediately upon learning: (a) that a User will cease to need or use access to the Site; (b) that a User has disclosed to or allowed the use of his or her User Name or Password by someone not authorized for such disclosure or access (including, but not limited to, another User or anyone who is not a User); or (c) of any reason why a User may not be trusted to ensure the confidentiality and integrity of information accessible over the Site.

5. Administrator and Contact Information
You agree to designate one of your employees or agents to serve as your Administrator ("Administrator"). The Administrator shall be the primary point of contact with Provider. Your Administrator will facilitate, and confirm to Provider, your compliance with the terms and conditions of the Agreement Terms. You may designate a new Administrator at any time through the use of the Site’s Admin Information Web page, but you must have an Administrator in place at all times. You will update the Site Admin Information Web page so that the information therein will be current at all times. Any changes in Administrator that cannot be made through the Site Admin Profile Web page, or all other notices for Provider related to the relationship hereunder, shall be sent to:

Bentley Systems, Incorporated
685 Stockton Drive
Exton, PA 19341
610-458-5000
support@GotPermits.com

(or to such other person or contact information as Provider may designate in the future).

6. Permitted Use of the Site

(a) Use. Subject to full payment of any and all charges and compliance with the Agreement Terms, Users may use the Site solely for the specific and limited purpose of obtaining Permits and acquiring offered supporting information. In accordance with this permitted use, and in addition to the copy of your Agreement Form, your Users may retain a single copy of the pages of the Site for your own internal use and not on behalf of any other person or entities, provided, however, that in no event will a User duplicate, download, publish, modify or otherwise distribute any material on the Site for any purpose other than its internal use unless otherwise specifically authorized by Provider in writing. Provider posts legal notices and various credits on pages of the Site, which may not be removed even in permitted copies. Please do not remove these notices or credits, or any additional information contained along with the notices and credits.

(b) Deep Links; Linking. Neither you nor your Users may "deep-link" to the Site, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the Site for any purpose, unless specifically authorized by Provider in writing to do so. If you do want to link to the Site, in any manner, please contact the Provider at Webmaster@GotPermits.com to seek approval. If approval is granted, in writing, you may then provide hyperlinks to this Site provided: (a) you do not remove or obscure, by framing or otherwise, advertisements, any copyright, trademark, service mark or any other proprietary notices on this Site; and (b) you discontinue providing hyperlinks to this Site when notified by Provider.

(c) Framing. You and your Users shall not create any frames at any other sites pertaining to or using any of the content located at the Site for any purpose, unless specifically authorized by Provider in writing to do so.

(d) Security, Cracking and Hacking. You and your Users are prohibited from violating or attempting to violate the security of the Site. Accordingly, you and your Users shall not: (i) access data or materials not intended for you or your Users; (ii) log into a server or account which you and your Users are not authorized to access; (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper written authorization; or (iv) attempt to interfere with service to any user, host or network, including without limitation, by means of submitting a virus to the Site, overloading, "flooding", "mailbombing" or "crashing" the Site. Violations of system or network security may result in civil and/or criminal liability. Provider reserves the right to investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet.

(e) Responsibility For All of Your Content on the Site. You represent and warrant that any information you post or provide to Provider by means of the Site, including, without limitation, as part of registration to gain access to or use any services offered on the Site, is truthful, accurate, not misleading and offered in good faith. Any information disclosed to you via the Site including, without limitation, any content or Permit information, are not offered with any warranty or representation as to accuracy or suitability for your intended purpose or compliance with applicable law. Provider expects that you will exercise caution in using information supplied through the Site. You agree NOT to use the Site for or in connection with any of the following activities: (i) transmitting or relaying spam, spoofing or otherwise impersonating any person or entity, or falsely stating or otherwise misrepresenting your identity or affiliation in any way; (ii) using the Site for any fraudulent or illegal purpose; (iii) e-mailing, uploading, or otherwise transmitting or using the Site in furtherance of the use, distribution or transmission of any unlawful, harassing, defamatory, tortious, libelous, sexually explicit, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind; or (iv) transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or the operation of the Site.

(f) Non-Violation of Third Party Intellectual Property Rights. Without limiting the foregoing, you and your Users may not use the Site to: (i) transmit or post material that is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (ii) transmit or post material that reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) transmit or post material that infringes on any Intellectual Property Rights (as defined below) of others or violates the privacy or rights of publicity of others. For purposes of these Terms, the term "Intellectual Property Rights" means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.

(g) Ownership. All content on the Site including, without limitation, text, graphics, logos, button icons, images, audio clips and software included in the Site and any services offered on the Site, are the property of Provider, Host, applicable State DOT and/or their respective licensors, and are subject to U.S. and international copyright, trademarks and other proprietary rights and Intellectual Property Rights laws. The compilation of all content on the Site is the exclusive property of Provider and is protected by U.S. and international copyright laws. Additionally, all software used or made available for downloading on the Site is the property of Provider or its licensors and is subject to U.S. and international copyright laws. Except to the minimum extent otherwise expressly permitted under copyright law and in accordance with these Agreement Terms, or with the express written permission of Provider and any other applicable copyright owner, no copying or exploitation, use, display, or modication of material from the Site is permitted. You acknowledge that you do not acquire any ownership rights by virtue of downloading copyrighted material from the Site. All rights not expressly granted hereunder are expressly reserved to Provider and its licensors.

(h) Spidering. THE USE OF ANY TOOLS, PROGRAMS, ROBOTIC ALGORITHMS OR PRODUCTS TO DOWNLOAD AUTOMATICALLY OR "SPIDER" THE SITE OR ANY OF THE PAGES OF THE SITE INFRINGES ON PROVIDER'S AND/OR ITS LICENSORS' COPYRIGHTS. DO NOT USE ANY SUCH TOOLS OR PRODUCTS ON OR IN CONNECTION WITH THE SITE.

7. Disclaimer
THE CONTENT, SERVICES, INFORMATION, DATA, PERMITS, ISSUANCE OF PERMITS AND ACCESS TO THE SITE ARE PROVIDED "AS IS" AND PROVIDER, ITS LICENSORS, HOST AND ANY OTHER RELATED THIRD PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. NONE OF PROVIDER, ITS LICENSORS, HOST OR ANY RELATED THIRD PARTIES REPRESENT OR WARRANT THAT ANY PART OF THE SITE WILL OPERATE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT TRANSMISSION TO OR FROM THE SITE AND ACCESS TO THE SITE WILL NOT BE INTERRUPTED, DISCONTINUED OR ERROR-FREE. NONE OF PROVIDER, ITS LICENSORS, HOST OR ANY RELATED THIRD PARTIES WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE INFORMATION, DATA, PERMITS, ISSUANCE OF PERMITS AND/OR ANY OTHER MATERIALS ON THIS SITE OR THE USE OR THE RESULTS OF THE USE OF THE SITE IN TERMS OF QUALITY, CORRECTNESS, ACCURACY, SEQUENCE, TIMELINESS, RELIABILITY, OR OTHERWISE. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND PROCUREMENT AND USE OF PERMITS IS AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PROVIDER, ITS LICENSORS, HOST OR ANY RELATED THIRD PARTIES OR DURING ISSUANCE OF PERMITS SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF PROVIDER'S, ITS LICENSOR'S, HOST'S OR ANY SUCH THIRD PARTIES' OBLIGATIONS HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THESE DISCLAIMERS WILL NOT APPLY TO YOU.

PROVIDER, ITS LICENSORS, HOST AND ANY RELATED THIRD PARTIES EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY, TIMELINESS, SEQUENCE, RELIABILITY, CONTENT, AVAILABILITY OF INFORMATION, PRODUCTS OR SERVICES FOUND ON THIRD PARTY SITES THAT LINK TO OR FROM THE SITE. PROVIDER, ITS LICENSORS, HOST AND ANY RELATED THIRD PARTIES CANNOT BE HELD RESPONSIBLE FOR THE MATERIAL CONTAINED ON SUCH THIRD PARTY SITES AND/OR RELATED SERVICES NOR DOES PROVIDER, ITS LICENSORS, HOST OR ANY RELATED THIRD PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY INFORMATION YOU MIGHT BE REQUESTED TO GIVE TO SUCH THIRD PARTY SITES, AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST PROVIDER, ITS LICENSORS, HOST AND ANY RELATED THIRD PARTIES WITH RESPECT TO SUCH SITES AND SERVICES.

PROVIDER, ITS LICENSORS, HOST AND ANY RELATED THIRD PARTIES MAKE NO CLAIMS THAT THE MATERIALS ON THIS SITE ARE APPROPRIATE OR MAY BE DOWNLOADED OUTSIDE OF THE UNITED STATES. ACCESS TO SUCH MATERIALS MAY NOT BE LEGAL BY CERTAIN PERSONS OR IN CERTAIN COUNTRIES. IF YOU ACCESS THE SITE FROM OUTSIDE OF THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF YOUR JURISDICTION.

8. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL PROVIDER, ITS LICENSORS, HOSTS OR ANY RELATED THIRD PARTIES BE LIABLE FOR ANY DAMAGES, COSTS, LOST PROFITS, LOST REVENUE AND/OR LOST DATA INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, INDIRECT AND/OR EXEMPLARY DAMAGES, THAT ARISE OUT OF OR RESULT FROM CONTENT, SERVICES, INFORMATION, DATA, PERMITS OR ISSUANCE OF PERMITS AVAILABLE ON THE SITE, ACCESS TO THE SITE, YOUR USE OR INABILITY TO USE THE SITE, AND/OR YOUR PROCUREMENT AND/OR USE OF PERMITS THROUGH THE SITE, EVEN IF PROVIDER, AN AUTHORIZED REPRESENTATIVE OF PROVIDER, ITS LICENSORS, HOST OR A RELATED THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR WARRANTY. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THESE AGREEMENT TERMS, IN THE EVENT THE TERMS OF THIS SECTION, OR ANY PART OF THIS SECTION, SHALL BE HELD INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, IN NO EVENT SHALL PROVIDER’S, ITS LICENSORS', HOST'S OR ANY RELATED THIRD PARTIES' TOTAL LIABILITY TO YOU, OR ANYONE CLAIMING BY OR THROUGH YOU, FOR ANY DAMAGES, LOSSES, CLAIMS AND/OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE EXCEED ONE HUNDRED DOLLARS ($100).

9. Indemnification
You agree to assume any and all responsibility for your conduct, the conduct of any of your Users and anyone using a User Name, whether or not such conduct was authorized by you. You further agree to indemnify, defend and hold harmless Provider, its business affiliates, subsidiaries, officers, directors, and attorney, its licensors and Host from and against any and all damages, claims, suits, losses and actions (including reasonable attorney's fees) brought by you, any User or any third party resulting from or arising out of:

(a) any access through a User Name (whether or not authorized by you to do so);

(b) the unauthorized use or disclosure of any information accessible over the Site by you, any current or former Users or other employees, or any persons using a User Name (whether or not authorized by you to do so);

(c) the misuse or failure to keep confidential or the disclosure of any User Name, except as expressly permitted herein; and/or

(d) your failure or the failure by any current or former Users or other employees, or any persons using a User Name (whether or not authorized by you to do so) to abide by any of the terms or conditions of the Agreement Terms.

10. Audit
Provider has the right, during the term of your use of the Site and for a period of six (6) months thereafter, upon reasonable notice and at reasonable times, to audit and inspect your use of the Site to verify compliance with these Agreement Terms by any commercially reasonable means and at such commercially reasonable times as Provider determines in its sole and reasonable discretion. You agree to cooperate fully with any such audit or inspection. If Provider finds that you are not in compliance with any of the terms set forth in these Agreement Terms, Provider, in its sole and reasonable discretion, may assess additional fees to meet any shortfall or immediately terminate your access to the Site. Furthermore, in the event that any audit or inspection shows any such misuse of the Site or a violation or breach of these Agreement Terms, you will pay or reimburse Provider for its audit/inspection expenses. In addition, Provider will have the right to pursue any other remedies available to it under these Agreement Terms, at law or in equity.

11. Term and Termination
The Agreement Terms shall become effective and you shall be able to use the Site consistent with the Agreement Terms upon Provider's acceptance of your registration with the State DOT, and the receipt and acceptance of the Agreement Terms via the application acknowledgement and will continue in effect until terminated consistent with the terms hereof. Provider and you each have the right to terminate this relationship at any time, with or without cause, upon written notice to the other party. This relationship shall terminate automatically upon the termination of your relationship with all State DOTs supported by this Site. Upon any such termination, all rights granted to you under the Agreement Terms will cease, and you and your Users will immediately discontinue use of the Site. The termination of these Agreement Terms will not entitle you to any reduction in payments due to Provider or to reimbursement to you of any payments previously made pursuant to the terms herein. In the event these Agreement Terms are terminated, you agree that, in addition to any other obligations or limitations imposed by these Agreement Terms, you will have a continuing, ongoing affirmative obligation to Provider to abide by Sections 6(f), 6(g), 7, 8, 9, 10, and 12.

12. Governing Law and Arbitration
The laws of the State of Illinois (excluding any principles of conflicts of laws) govern your use of the Site, the services and these Agreement Terms except for disputes between you and the applicable State DOT. In the event of any dispute, the prevailing party will be entitled to recover reasonable attorney’s fees and costs of suit, in addition to any other relief to which it may be entitled. You agree that any violation of these Agreement Terms could cause Provider immediate irreparable injury, for which a remedy of damages would be inadequate, entitling it to injunctive relief, among other remedies. Except for disputes for which injunctive relief is sought or disputes between you and a State DOT, you agree that the parties shall settle any claim or dispute relating to these Agreement Terms by binding arbitration in the State of Illinois under the Commercial Arbitration Rules of the American Arbitration Association. To the fullest extent permitted by applicable law, no arbitration under these Agreement Terms shall be joined to an arbitration involving any other party subject to these Agreement Terms, whether through class arbitration proceedings or otherwise. NOTWITHSTANDING THE DISPUTE RESOLUTION REQUIREMENTS SET FORTH ABOVE, FOR ANY INJUNCTIVE RELIEF RELATING TO YOUR ACCESS TO, OR USE OF, THE SITE OR ANY ACTION BROUGHT BY A STATE DOT. YOU AGREE AND HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE APPROPRIATE STATE OR FEDERAL COURTS LOCATED IN COOK COUNTY, ILLINOIS, U.S.A. AND YOU WAIVE THE RIGHT TO OBJECT ON THE GROUNDS OF INCONVENIENT FORUM.

13. Changes and Notifications
Provider reserves the right, in its sole discretion, to update, revise, supplement and to otherwise modify the Agreement Terms, and to impose new or additional terms and conditions on your use of the Site from time to time. You will be provided notice of such updates, revisions, supplements, modifications and additional rules, polices, terms and conditions by any reasonable means including by posting to the Site. You will have the opportunity to review such changes. Your continued viewing or use of the Site following such notice will be deemed to conclusively indicate your acceptance of any and all such changes. If you find any change Provider makes to be unacceptable, you may discontinue your use of this Site at anytime.

14. Assignment
These Agreement Terms are binding on your successors and assigns; provided, however, that these Agreement Terms shall not be assigned by you without the prior written consent of Provider.

15. Waiver, Severability
No delay or omission by Provider to exercise any right or any noncompliance on your part with respect to the Agreement Terms shall impair any such right or be construed to be a waiver by Provider. If any provision of the Agreement Terms is found by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction, provided, however, that if such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision will be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.

CONSENT TO USE OF ELECTRONIC SIGNATURES AND RECORDS

1. Consent
As a convenience and courtesy to you, Provider provides access to the Site and allows you to use the Site electronically. Accordingly, by accepting these Agreement Terms, you consent to, and/or acknowledge, the following ("Consent"):

(a) you agree to conduct electronically the particular transaction into which you are entering;

(b) you acknowledge you have read and understand the electronic copy of the contract documents or other electronic records into which you are entering including, without limitation, these Agreement Terms;

(c) you agree to, and intend to be bound by, the Agreement Terms;

(d) you acknowledge and agree that you are capable of printing or storing a copy of the contract documents or other electronic records into which you are entering including, without limitation, these Agreement Terms; and

(e) you agree to receive electronically information about Permits, the Site and any of the contract documents or other electronic records into which you are entering including, without limitation, these Agreement Terms.

2. Right to Withdraw Consent
If you wish to withdraw this Consent, please contact us at support@GotPermits.com, in which case Provider shall have the right to terminate your access to, and use of, the Site. Your withdrawal will be effective on the sixth (6th) business day following Provider's receipt of your withdrawal request.

3. Obtaining Paper Copies
If you wish to obtain a paper copy of any electronic contract or other record, please send your request to support@GotPermits.com specifying the electronic contract or other record of which you would like a paper copy and include your name, user id and password, and the address to which you want the paper copy sent. Provider reserves the right to charge for you for any paper copy that you request.

5. Hardware and Software Requirements
In order to access and retain electronic contracts and records including, without limitation, these Agreement Terms, this Consent to Use of Electronic Signatures and Records and any amendments thereto, you must have the following:

(a) An Internet browser such as Internet Explorer version 6.0, or Netscape version 6.2 and above.

(b) A personal computer or workstation, operating system and monitor. Depending on the size of your monitor, you may be required to scroll down when reading any documents.

(c) A telecommunications connection to the Internet that is capable of supporting the browsers identified above.

(d) A printer that is capable of printing documents from your use of the Site or sufficient electronic storage capacity on your personal computer or other storage device to which you can download any documents from the Site.

6. Acceptance
YOU AGREE TO BE BOUND BY THESE AGREEMENT TERMS BY ACCEPTING THESE CONDITIONS ON THE PERMIT APPLICATION. BECAUSE USE OF THE SITE ONLY OCCURS ELECTRONICALLY, YOU WILL BE UNABLE TO PROCEED WITH ANY USE OF THE SITE AND MAY NOT USE THIS SITE, IF YOU DO NOT ACKNOWLEDGE THESE CONDITIONS.