SupportMaster Service Agreement

Laminar Copilot Master Service Agreement

This Master Service Agreement (the "Agreement") is entered into as of the Effective Date by and between Laminar Copilot, LLC, a California limited liability company ("Service Provider") and the customer identified in an applicable Order Form ("Client").

WHEREAS, Service Provider provides subscription-based software services and Client desires to access and use such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Definitions

1.1 “Services” means the hosted software services made available by Service Provider, as further described in the applicable Order Form(s).
1.2 “Order Form” means a written or electronic ordering document executed by the parties that references this Agreement and specifies the Services, subscription term, and fees.
1.3 “Confidential Information” means any non-public information disclosed by either party that is designated as confidential or should reasonably be understood to be confidential given the circumstances.

2. Services Provided

2.1 Subscription Access: Subject to this Agreement and Client’s payment obligations, Service Provider grants Client a non-exclusive, non-transferable right to access and use the Services during the Term for Client’s internal business purposes.
2.2 Service Levels: Service Provider will use commercially reasonable efforts to provide the Services in accordance with the service levels set forth in Exhibit C.

3. Term and Termination

3.1 Term: This Agreement begins on the Effective Date and continues until terminated as provided herein. Each Order Form will specify an initial subscription term and will automatically renew for successive one-year periods unless either party gives at least 30 days’ written notice prior to expiration.
3.2 Termination for Cause: Either party may terminate this Agreement or an Order Form immediately if the other party materially breaches and fails to cure within 30 days of notice.
3.3 Effect of Termination: Upon termination, Client’s access to the Services will cease. Client shall pay all fees accrued through the effective date of termination.

4. Payment Terms

4.1 Fees: Client agrees to pay fees set forth in the applicable Order Form. Except as otherwise provided, all fees are non-refundable.
4.2 Invoicing and Payment: Fees will be invoiced in accordance with the Order Form. Payments are due within 7 days of invoice date.
4.3 Late Payments: Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law), plus collection costs.

5. Confidentiality

5.1 Obligations: Each party will maintain the confidentiality of the other party’s Confidential Information and not use or disclose it except as necessary to perform this Agreement.
5.2 Exceptions: Confidential Information does not include information that is publicly available, lawfully received from a third party, or independently developed.

6. Data Sharing Requirements

6.1 Data Sharing Acknowledgement: Client acknowledges and agrees that the use of the Services requires Client to provide certain operational data to Service Provider and that such data may be shared with parties outside of Amazon in order to deliver and support the Services.

6.2 Data Categories: The operational data that must be shared includes, but is not limited to:

  • Load-level details (including route and assignment information);
  • Driver-level details (including roster, assignments, and schedule information);
  • Tractor-level details (including asset identifiers, availability, and assignment information).

6.3 Purpose: Service Provider will use and share this data solely for the purpose of providing, maintaining, and improving the Services, and for no other purpose without Client’s consent.

6.4 Confidentiality: Any shared operational data remains subject to the confidentiality protections set forth in Section 5.

7. Intellectual Property

7.1 Ownership: Service Provider retains all rights, title, and interest in and to the Services, software, and related intellectual property.
7.2 License: During the Term, Service Provider grants Client a limited, non-exclusive license to use the Services solely for Client’s internal business purposes in accordance with this Agreement and the Order Form.

8. Warranties and Disclaimers

8.1 Warranties: Service Provider warrants that the Services will be provided in a professional manner consistent with industry standards.
8.2 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS.” SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

9.1 Limitation: EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE 

FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

9.2 Cap: SERVICE PROVIDER’S TOTAL LIABILITY FOR ALL CLAIMS IN ANY 12-MONTH PERIOD SHALL NOT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER IN THAT 12-MONTH PERIOD.

10. Indemnification

10.1 By Service Provider: Service Provider will defend and indemnify Client against third-party claims alleging that the Services infringe intellectual property rights, provided Client promptly notifies Service Provider and cooperates in the defense.
10.2 By Client: Client will defend and indemnify Service Provider against claims arising from Client’s use of the Services in violation of this Agreement or applicable law.

11. Governing Law and Dispute Resolution

11.1 Governing Law: This Agreement will be governed by the laws of the State of California, without regard to conflict of laws principles.
11.2 Arbitration: Any disputes will be resolved by binding arbitration in Brea, California under JAMS rules. Judgment on the award may be entered in any court of competent jurisdiction.

12. Miscellaneous

12.1 Entire Agreement: This Agreement, together with all Order Forms, is the entire agreement between the parties.
12.2 Amendments: Any amendment must be in writing and signed by both parties.
12.3 Notices: Notices must be in writing and delivered to the addresses specified by the parties.
12.4 Severability: If any provision is invalid, the remaining provisions remain in full force and effect.

Exhibits

Exhibit A – Description of Services

  1. Command Center
    • Supports planning and execution of planned routes/tours.
    • Includes Dynamic Scheduler, which automatically suggests optimized route assignments based on Client-provided variables.
    • Inputs: Driver Roster, Assets, Contracts.
    • Outputs: Optimized route assignments and schedules compatible with Client operations.
  2. Perfect Attendance
    • Integrated notification service to ensure timely driver communications.
    • Sends initial and reminder SMS messages for assigned shifts.
    • Client is responsible for obtaining legal consent from drivers to receive automated texts.
  3. Web-Application Software
    • Cloud-based application accessible via web browser.
    • Features: View, edit, and manage schedules; filtering and search tools.
    • Data integration with scheduling systems; CSV import supported.
    • Secure login; compatible with major browsers.
    • Includes user documentation, setup assistance, technical support, and updates.

Data Sharing Requirements:
Use of Command Center, Dynamic Scheduler, and related features requires sharing operational data (including load-level, driver-level, and tractor-level details) with parties outside of Amazon, as described in Section 6 of this Agreement.

Exhibit B – Deliverables

  1. Web-Application Software
    • Full-featured web-based platform.
    • Functionalities: schedule viewing, editing, and management.
    • Data integration: schedule imports, CSV support.
    • Security: authenticated login.
    • Technical specifications: browser compatibility, performance subject to Client’s internet connection.
    • Support: documentation, technical support, setup, updates, and upgrades.

Exhibit C – Service Levels

  1. Service Availability
    • Minimum 99.9% uptime, measured monthly.
    • Scheduled Maintenance: Daily window 11:00 PM–12:00 PM PST. Off-peak scheduling preferred; notice required for unusual downtime.
    • Exclusions: Issues caused by Client systems, internet connectivity, or third-party providers.
  2. Support and Response Times
    • Hours: Monday–Friday, 9:00 AM – 5:00 PM PT.
    • Support Channel: Slack, Email, and WhatsApp (subject to change with notice).
    • Incident Response:
      • Critical: Response within 1 hour; resolution within 4 hours.
      • High Priority: Response within 4 hours; resolution within 1 business day.
      • Medium Priority: Response within 1 business day; resolution within 3 business days.
      • Low Priority: Response within 3 business days; resolution as appropriate.
  3. Performance Reviews and Reporting
    • Reports available upon request (uptime, metrics, incidents).
    • Quarterly review meetings to evaluate service performance.