These Standard Terms (this “Agreement”) shall govern the relationship between Core Transit LLC (“Core Transit”) and the person or business using Core Transit’s Services (the “Customer”). BY USING CORE TRANSIT’S SERVICES, YOU AGREE TO BIND YOURSELF AND YOUR EMPLOYER TO THIS AGREEMENT.
Services. Core Transit shall provide to Customer the services (the “Services”) set out in the estimate, purchase order, invoice, online portal, or other similar documentation provided by Core Transit. Customer’s access to the Services may be terminated without further notice if Customer fails to timely provide payment for the Services. The customer agrees to return all Core Transit provided equipment upon termination.
Fees and Expenses. Customer shall pay Core Transit, without deduction or offset, all amounts owed for the Services. Failure to pay any amounts owed to Core Transit within ten (10) days of when due will result in the imposition of interest at the rate of one and a half percent (1.5) per month. In addition to any amounts owed, Core Transit shall be entitled to recover all costs of collection, including attorney’s fees.
Taxes. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity.
Limited Warranty. Core Transit warrants that it shall perform the Services: (a) in accordance with the terms and subject to the conditions set out in the respective Service Agreement and this Agreement; (b) using personnel of industry-standard skill, experience, and qualifications; and (c) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. Core Transit’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be that Core Transit will, at its expense, use commercially reasonable efforts to correct the Services. CORE TRANSIT MAKES NO WARRANTIES. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
Intellectual Property. To the extent that any intellectual property is developed in the course of providing the services, all such rights shall be owned exclusively by Core Transit. Core Transit grants Customer a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Services.
Term and Termination. This Agreement shall commence when Customer begins using the Services and shall continue indefinitely until terminated by either party. Either party may terminate this Agreement by providing written notice to the other at least thirty (30) days before the effective date of such termination.
Limitation of Liability. IN NO EVENT SHALL CORE TRANSIT BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CORE TRANSIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CORE TRANSIT’S AGGREGATE 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 THE AGGREGATE AMOUNTS PAID TO CORE TRANSIT FOR THE SERVICES IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Indemnification. Customer shall indemnify and hold harmless Core Transit, along with Core Transit’s owners, officers, employees, and agents, from all expenses arising from Customer’s willful misconduct or negligence arising from this Agreement, including, without limitation, attorney’s fees and costs of suit.
Dispute Resolution. All disputes arising from this Agreement shall be resolved exclusively in the state or federal courts having jurisdiction over Lancaster County, Pennsylvania. Customer consents to the personal jurisdiction of such courts for purposes of any dispute resolution. The parties waive their right to a jury trial.
Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to this subject matter. It supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.