Effective Date: July 1, 2025

Software License and Monitoring Service Agreement

 This Software License and Wireless Service Agreement, (this “Agreement”), is a binding contract between Dexter Axle Company LLC. (“Dexter”) and you as the user of the Dex360 Mobile Application (the “Software”) and related wireless monitoring service (the “Monitoring Service”).  Dexter provides the Software and Monitoring Service solely on the terms and conditions set forth in this Agreement.  You must accept the terms of this Agreement by clicking the “I Accept” button prior to downloading, installing or otherwise using the Software and/or the Monitoring Service.  By doing so, you accept this Agreement and agree that you are legally bound by its terms.

1. License Grant. Dexter grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Software and Monitoring Service solely for your internal business or personal use, in connection with your use of trailers equipped with Dexter’s trailer telemetry systems. 
2. Monitoring Service. The Monitoring Service is made available on a month-to-month subscription basis and will be available to you, subject to the limitations of this Agreement, so long as the Monitoring Services is provided by Dexter and your subscription fees are kept current. You are responsible for any taxes or other charges imposed on your use of the Monitoring Service.  The Monitoring Service is provided by an unrelated third party for Dexter.  Dexter reserves the right to change the provider of the Monitoring Service in its sole discretion and to discontinue providing the Monitoring Service.  In the event of network congestion, the Monitoring Service provider may lower the maximum network speeds or prioritize your usage behind that of other customers. 
3. Use Restrictions. You shall not, directly or indirectly:  (a) use the Software or Monitoring Service beyond the scope of this Agreement; (b) modify, translate, adapt or otherwise create derivative works of the Software or any part thereof; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof; (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property rights notices from the Software, including any copy thereof; (e) resell, sublicense or distribute the Software; (f) use the Software or Monitoring Service for any unlawful purpose or in violation of any foreign, federal, state or local law, regulation or rule; or (g) attempt to bypass or disable any security mechanism in the Software, the Monitoring Service or Dexter’s telemetry systems.  You agree to indemnify, defend and hold harmless Dexter, its affiliates, licensors and service providers from again against any and claims or proceedings asserted against, or costs, expenses, losses or damages, including without limitation attorneys’ fees, incurred by them in any way arising out of your violation of this Agreement.
4. Consent to Collection and Use of Information. The Software and Monitoring service collects telemetry data from trailers, including location, temperature, tire pressure, and related diagnostic data. This data may be transmitted to Dexter for monitoring, analytics, and maintenance purposes. By clicking the “I Accept” button or by using the Software and Monitoring Service, you expressly consent to this data collection and use by Dexter as outlined in our Privacy Policy, as in place from time to time and available at https://www.dextergroup.com/privacy-policy-dex360. Dexter will not access, store, copy or use this telemetry data except as set forth in the Privacy Policy.  You may revoke or withdraw this consent at any time by notifying Dexter at https://www.dextergroup.com/privacy-policy-dex360.   If you revoke or withdraw your consent, Dexter will not access or collect your telemetry data.
5. Intellectual Property Rights.  The Software is provided under license, and not sold to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights thereto other than to use the Software subject to all of the terms, conditions and restrictions under this Agreement. Dexter (and its licensors and service providers) reserve and shall retain their entire right, title and interest in and to the Software and all intellectual property rights arising out of or relating to the Software.
6. Third Party Services.  In addition to the Monitoring Service, the Software may interface with third-party services or APIs. Dexter is not responsible for the availability or accuracy of such third-party services.
7. Term and Termination. This Agreement is effective until terminated. Your rights will automatically terminate without notice if you fail to comply with any of the terms of this Agreement. Upon termination, you must stop using and uninstall the Software and Monitoring Services.  You may terminate this Agreement at any time by discontinuing your subscription to the Monitoring Services and ceasing to use and deleting all copies of the Software.  Notwithstanding any expiration or termination of this Agreement, the following provisions of this Agreement shall so and continue in full force and effect: 5, 6, 9, 10, 11, 12 and 13.
8. Maintenance and Support. This Agreement does not entitle you to any maintenance or support services with respect to the Software. Dexter may release updates, patches, or new versions of the Software. These updates may be automatically applied.
9. NO WARRANTY. THE SOFTWARE AND MONITORING SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. DEXTER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND MONITORING SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  DEXTER PROVIDES NO WARRANTY AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE OR MONITORING SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL DEXTER OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY: (I) INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE OR MONITORING SERVICE; (II) LOSS OR CORRUPTION OF DATA; (III) FAILURE, MALFUNCTION OR SHUTDOWN OF ANY DEXTER TELEMETRY SYSTEMS; (IV) FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT TELEMETRY INFORMATION; (V) BREACHES IN SYSTEM SECURITY OR (VI) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, IN ALL SUCH CASES WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT DEXTER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL DEXTER'S AND ITS AFFILIATES', OR ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS' LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE MONTH’S SUBSCRIPTION FEE FOR THE MONITORING SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.
11. Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of Indiana. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the courts within the State of Indiana, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue.
12. Government Entity Rights. For U.S. federal government entities, the Software is “commercial computer software” as defined at 48 C.F.R. §2.101 and 48 C.F.R. §252.227-7014(a)(1) and as the term is used in 48 C.F.R. §§12.212 and 227.7202, and related Monitoring Services are “commercial services” as defined in 48 C.F.R. §2.101. The Software and Monitoring Services are: (a) provided to government entity customers for use by the government entity or on its behalf; and (b) subject to this Agreement and with only those rights as are granted to all other customers, except to the limited extent prohibited by applicable law. If a provision is prohibited, it will be deemed modified only to the extent reasonably necessary to conform to applicable law but to give maximum effect to the provision as written.
13. Miscellaneous.  This Agreement, together with the Privacy Policy referenced herein, constitutes the sole and entire agreement between Licensee you and Dexter with respect to your use of the Software and Monitoring Service.  You may not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. No failure by Dexter to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.