Post-SAP Program Service Agreement

This Agreement is a binding contract governing your enrollment in the Post-SAP Program. You should review it in its entirety, and in particular the Refund Policy (Section 7), the Credit-Card Chargebacks provision (Section 8), and the arbitration and class-action waiver in the Dispute Resolution provision (Section 9).

This Post-SAP Program Service Agreement (the "Agreement") is entered into between you (the "Enrollee"; where an employer enrolls a driver, "Enrollee" refers to the driver and "Payer" to the enrolling employer) and Hope Capital LLC, doing business as Vertical Identity ("Vertical Identity"), a national Department of Transportation ("DOT") consortium and third-party administrator ("C/TPA"). By enrolling in the Post-SAP Program (the "Program") and submitting payment, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you may not enroll.

1. Description of Services

Under the Program, Vertical Identity serves as the Enrollee's C/TPA and provides administrative management of the Enrollee's DOT return-to-duty ("RTD") process under 49 CFR Part 40. These services consist of coordinating and scheduling the Enrollee's observed RTD and follow-up tests, tracking the follow-up testing schedule for its full prescribed term, and maintaining the Enrollee's records in the FMCSA Drug and Alcohol Clearinghouse (the "Clearinghouse").

The annual Program fee stated at checkout is consideration for program management services only. It is separate from, and does not include: (a) the fees charged by the Enrollee's Substance Abuse Professional ("SAP") for the evaluation and any prescribed education or treatment, which are payable by the Enrollee directly to the SAP; and (b) the cost of the drug and alcohol tests, which are billed to the Enrollee on a per-test basis. These constitute three separate obligations payable to, or through, different parties.

2. Scope and Limitations of Services

The Enrollee acknowledges and agrees that Vertical Identity does not, and shall not:

• perform the SAP evaluation, provide any education or treatment, or otherwise act as the Enrollee's SAP; the Enrollee selects and retains an independent SAP in accordance with Section 4;
• determine whether the Enrollee may return to safety-sensitive functions; under 49 CFR §40.305, that determination is reserved to the employer;
• establish, reduce, or waive the Enrollee's follow-up testing plan, which is prescribed by the SAP under 49 CFR §40.307 (a minimum of six unannounced tests within the first twelve months, and up to sixty months in total), and which neither Vertical Identity nor the Enrollee may reduce; or
• guarantee any outcome, including that the Enrollee will be cleared to return to duty, hired, or reinstated, or that the process will be completed by any particular date. Such outcomes depend upon the Enrollee, the SAP, the employer, and the results of testing.

3. Fees, Billing, and Automatic Renewal

• The Program fee is the annual amount stated at checkout and is charged upon enrollment.
• The Program is an annual subscription that renews automatically. The Enrollee (or Payer) authorizes Vertical Identity to retain the payment method on file and to charge the then-current annual fee on each renewal date until the Program is cancelled in accordance with Section 6.
• Charges will appear on the applicable card statement as VID* POST-SAP.
• Tests and any additional services ordered by the Enrollee are billed separately at the rates then in effect.

4. Enrollee Responsibilities

The Program provides administrative management; its effectiveness depends upon the Enrollee's performance of the following obligations. The Enrollee agrees to:

• Provide the commercial driver's license and required information promptly. Vertical Identity cannot commence services — including Clearinghouse queries or test orders — until it has received a copy of the Enrollee's commercial driver's license and the information reasonably requested. The Program cannot begin until this information is provided.
• Select an independent SAP. The Enrollee shall select and engage a qualified SAP in accordance with 49 CFR §40.281. Vertical Identity does not assign, recommend, rank, or direct the Enrollee to any particular SAP; its directory is maintained on a neutral basis, and Vertical Identity receives no compensation for any referral.
• Commence and complete the SAP-prescribed program with that SAP. The Enrollee shall complete the SAP evaluation, complete any education or treatment directed by the SAP under 49 CFR §40.293, and commence and complete the entire follow-up testing schedule prescribed by the SAP under 49 CFR §40.307, engaging with that SAP through the conclusion of the schedule.
• Complete each test within the applicable window. RTD and follow-up tests are conducted under direct observation (49 CFR §40.67(b)) and must be completed within the window provided by Vertical Identity.
• Maintain current contact information so that Vertical Identity may provide notice of unannounced tests and other communications.
• Where the Enrollee is employed, acknowledge that the employer, and not Vertical Identity, directs the observed RTD test (49 CFR §40.305, §40.67(b)); that Vertical Identity coordinates the test with the employer; and that the SAP's report is furnished to the employer's Designated Employer Representative as required by 49 CFR §40.311.

5. Employer-Paid Enrollments

Where an employer or Designated Employer Representative enrolls and pays for a driver, the Payer is responsible for all fees and controls billing and cancellation; the Enrollee remains responsible for the obligations set forth in Section 4; and the Enrollee's SAP report is furnished to the Payer's Designated Employer Representative as required by 49 CFR §40.311. The Payer represents and warrants that it is authorized to enroll the Enrollee and to share the Enrollee's information with Vertical Identity for this purpose.

6. Cancellation

• The Enrollee or Payer may cancel automatic renewal at any time prior to the renewal date by contacting Vertical Identity, in which case no charge will be made for the subsequent term.
• Cancellation discontinues future renewals only and does not, of itself, entitle the Enrollee to a refund of the current term, which is governed by Section 7.
• Cancellation does not terminate the Enrollee's obligations under 49 CFR Part 40. The SAP-prescribed follow-up testing requirement continues to apply irrespective of whether Vertical Identity manages it.

7. Refund Policy

• The annual Program fee is non-refundable once Vertical Identity has commenced management of the Program. Commencement of management includes any of the following: delivery of the Enrollee's welcome or onboarding materials; the scheduling or ordering of a test; contact with the Enrollee's SAP or employer on the Enrollee's behalf; or the creation or updating of the Enrollee's Clearinghouse records.
• Where Vertical Identity has not commenced management — for example, where the Enrollee has not provided a commercial driver's license and no services have begun — the Enrollee may request a full refund of the Program fee within thirty (30) days of enrollment, and Vertical Identity will provide such refund.
• Non-completion of the Program does not entitle the Enrollee to a refund. The Enrollee shall not be entitled to any refund by reason of discontinuing participation, failing to engage or complete the program with the SAP, failing to complete the follow-up testing schedule, or otherwise electing not to complete the Program. The Program fee is consideration for Vertical Identity's management services, which are provided irrespective of whether the Enrollee completes the Program.
• Fees payable to the SAP are governed by the SAP's own terms. The cost of tests already performed is non-refundable.
• In the event of a billing error by Vertical Identity, Vertical Identity will correct the error and refund any amount improperly charged.

8. Credit-Card Chargebacks

Initiating a dispute or chargeback of a charge that is valid under this Agreement constitutes a breach of this Agreement. In such event, the Enrollee (or Payer) agrees to repay the disputed amount in full, including any associated fees, fines, or penalties assessed on the transaction. Vertical Identity will present evidence of enrollment, acceptance of this Agreement, and the services provided in order to contest any wrongful chargeback.

In the case of a first wrongful chargeback where the Enrollee remains enrolled, Vertical Identity may, in lieu of termination, re-bill the original amount together with any associated chargeback fee by means of a new invoice. A second dispute, a chargeback made in bad faith (including one initiated after services have been received), or a net loss to Vertical Identity exceeding $150 may result in termination of the Program and referral of the unpaid balance for collection. Nothing in this Section limits any other remedy available to Vertical Identity.

9. Dispute Resolution; Arbitration; Class-Action Waiver

Please read this Section carefully, as it affects your legal rights.

• Binding arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to this Agreement or the Program shall be resolved by binding, individual arbitration administered under the rules of a recognized arbitration provider, rather than in court. Either party may bring an individual claim in a court of competent jurisdiction for small claims.
• Class-action waiver. The Enrollee and Vertical Identity each agree that claims may be brought against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.
• Governing law and venue. This Agreement is governed by the laws of the State of Arizona, without regard to its conflict-of-laws principles. Any matter not subject to arbitration shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and the parties consent to the personal jurisdiction of those courts.

10. Disclaimers; Limitation of Liability

The Program is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Vertical Identity disclaims all warranties, express or implied, that are not expressly set forth in this Agreement. Vertical Identity is not responsible for the acts, omissions, fees, or results of the Enrollee's SAP, any collection site, any laboratory, any Medical Review Officer, or any employer. To the fullest extent permitted by law, Vertical Identity's total liability arising out of or relating to this Agreement shall not exceed the amount of the Program fee paid by the Enrollee to Vertical Identity in the twelve (12) months preceding the event giving rise to the claim. In no event shall Vertical Identity be liable for indirect, incidental, special, consequential, or punitive damages, or for lost wages or lost employment.

11. Amendment; Entire Agreement; Notices

Vertical Identity may amend this Agreement by posting a revised version bearing a new "Last updated" date. Where a material change is made, Vertical Identity will make reasonable efforts to notify enrolled Enrollees, and continued participation after the effective date of the change constitutes acceptance. This Agreement, together with the terms presented at checkout, constitutes the entire agreement between the parties with respect to the Program and supersedes all prior discussions and understandings. If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect.

Inquiries regarding this Agreement or an enrollment may be directed to [email protected] or to (602) 899-1606, Monday through Friday, 6 AM – 5 PM Arizona time.

Vertical Identity is a C/TPA that administers the Program; it is not a law firm and does not provide legal advice. Nothing in this Agreement alters the Enrollee's obligations under 49 CFR Part 40, which exist independently of this Agreement.