1. Definitions.

1.1 “Account” refers to the accounts established by Customer through the Hosted Software for accessing Customer Data.

1.2 “Affiliate” denotes any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer.

1.3 “Apps” signifies the software applications for smartphones and tablets distributed by FleetMetriks through Google Play or the Apple App Store.

1.4 “Authorized User” includes Customer’s employees, Affiliates, and/or contractors authorized by Customer to use the licensed FleetMetriks Software strictly on its behalf.

1.5 “Customer” or “you” indicates the company or legal entity accepting these Terms and its Affiliates entering into Order Forms.

1.6 “Customer Data” encompasses Customer-specific data captured by Hardware, data submitted by Customer or third parties on Customer’s behalf into Apps and Hosted Software, and the generated analysis, reports, and alerts containing such data, excluding any FleetMetriks Software.

1.7 “Documentation” refers to any Product training, technical services, or documentation accessible to Customer through the FleetMetriks website or provided by FleetMetriks.

1.8 “Equipment” represents the vehicle, equipment, asset, building, structure, or item installed with Hardware.

1.9 “Firmware” denotes the software embedded in or running on FleetMetriks Hardware.

1.10 “Hardware” encompasses the hardware devices such as gateways, cameras, sensors, controllers, vision systems, and accessories, along with any improvements, developments, modifications, patches, updates, and upgrades provided by FleetMetriks.

1.11 “Hardware Warranty and RMA Policy” refers to the Hardware Warranty and RMA Policy outlined at https://support.digitalcomtech.com/syrus/rma/rma-form/

1.12 “Hosted Software” indicates FleetMetriks’s cloud-hosted software platform, including the online-accessible interface.

1.13 “Hosted Software SLA” signifies the Hosted Software Service Level Agreement detailed at https://support.digitalcomtech.com/pegasus/pegasus-gateway-sla/

1.14 “License Expiration Date” refers to the later of the original license termination date set forth in the relevant Order Form or the end of the active Renewal Term, or three (3) years from the License Start Date for certain Purchase Orders.

1.15 “License Start Date” denotes the day FleetMetriks activates the applicable FleetMetriks Software license or extends access to the Hosted Software for a renewal term.

1.16 “Malicious Code” encompasses code, files, scripts, agents, software, or programs designed to cause harm or unauthorized access, including viruses, worms, time bombs, and Trojan horses.

1.17 “Non-FleetMetriks Products” include any web-based, offline, or mobile applications, resources, users, data, systems, networks, products, services, vehicles, equipment, hardware, or software functionality provided by Customer or a third party that interacts, integrates, and/or exchanges data with the Products.

1.18 “Order Form” denotes the applicable Quote or Purchase Order outlining the purchase or procurement of FleetMetriks Products and/or licenses.

1.19 “Test Products” refers to any FleetMetriks hardware and/or software offerings and related documentation and accessories not generally available to FleetMetriks customers and may be in the testing or development phase.

1.20 “Products” encompass the Hardware and Services, excluding any Non-FleetMetriks Products.

1.21 “Professional Services” include training, consulting, or other professional services provided by FleetMetriks to Customer.

1.22 “Purchase Order” signifies a purchasing document issued by Customer to FleetMetriks setting forth the purchase or procurement of FleetMetriks Products and/or licenses.

1.23 “Quote” indicates a quote issued by FleetMetriks and executed by the Customer outlining the purchase or procurement of FleetMetriks Products and/or licenses.

1.24 “Refund” represents an amount refunded to the Customer pursuant to these Terms for the remaining time in an applicable license term and the cost of purchased Hardware, if applicable.

1.25 “FleetMetriks Software” encompasses the Apps, Firmware, and Hosted Software, along with any improvements, updates, and upgrades provided by FleetMetriks, Support Services, and Service Usage Data.

1.26 “FleetMetriks Software Systems” includes the FleetMetriks Software and any integrated networks, systems, products, hardware, services, or data of FleetMetriks or its partners.

1.27 “Services” indicate the FleetMetriks Software and Professional Services.

1.28 “Service Usage Data” refers to any data derived from the use of the Products that is anonymized, de-identified, and/or aggregated to prevent identification of individuals.

1.29 “Support Services” include the customer support services and Documentation provided by FleetMetriks.

1.30 “Terms” denote these Terms of Service, along with any amendments or addenda modifying these Terms.

2. Acceptance of Terms. 

By indicating your acceptance of these Terms through clicking a designated box, executing an Order Form, or entering into any contract referencing these Terms, purchasing Products, or engaging in any transaction with FleetMetriks, its resellers, or other associated entities or individuals for the acquisition of Products, or by accessing and/or utilizing the Products in any manner, you acknowledge and agree to abide by these Terms. If you do not consent to these Terms or lack authorization to access and/or use the Products, you are prohibited from accessing or using the Products. In the event you are accessing and/or using the Products on behalf of a corporation (such as your employer) or any other legal entity which is our Customer, you are bound by these Terms on behalf of said entity, and you affirm that you possess the requisite authority to bind such entity to these Terms. If you have entered into a distinct agreement with FleetMetriks pertaining to the purchase or availability of Products, and in the event of any inconsistency between said agreement and these Terms, the former shall take precedence. Throughout these Terms, references to “you” and “your” pertain to said company or legal entity, our Customer. Usage of the Products is not permissible if you are a direct competitor of ours, as determined at our sole discretion, unless consent is obtained in writing beforehand.

3. Amendments to Terms or Services. 

FleetMetriks reserves the right to revise the Terms at any time, at our discretion. In the event of such revisions, FleetMetriks will notify you by publishing the updated Terms on the Services or our website, or through other means of communication with you, our Customer. It is imperative that you regularly review the Terms whenever modifications are made, as your continued use of the Products subsequent to FleetMetriks’s publication or notification of the revised Terms indicates your acceptance of said revisions. Should you disagree with the amended Terms, you are not permitted to continue using the Products.

4. Licensing Agreement. 

Subject to the terms and conditions outlined in these Terms or any relevant Order Form, FleetMetriks grants the Customer a limited, non-exclusive, non-transferable, and revocable license to utilize and access the FleetMetriks Software. This license is granted:

(i) In accordance with the provided Documentation,

(ii) For the specific number and type of FleetMetriks Software licenses as specified in the applicable Order Form, and solely for the functionality included therein

(iii) From the designated License Start Date until the expiration date indicated in the Order Form or until termination of said Order Form or these Terms, whichever occurs first.

The provision of Support Services and adherence to the Hosted Software SLA are integral components of this license grant and are contingent upon the possession of a valid license. The licensing of Firmware for each Hardware item is dependent on the Customer acquiring and maintaining a valid license for the corresponding FleetMetriks Software. It is emphasized that the license for FleetMetriks Software associated with a Hardware unit is only valid for use in conjunction with that specific Hardware unit, unless said unit is replaced in accordance with the Hardware Warranty Policy and RMA Policy.

FleetMetriks retains the right to audit the Customer’s utilization of FleetMetriks Software and to restrict access to features or functionalities of the software beyond the licensed scope (for example, exceeding licensed feature scope or user count) at any time. Should the Customer wish to extend the usage of FleetMetriks Software beyond the licensed scope, it is necessary to purchase the appropriate FleetMetriks Software licenses and, if applicable, install the relevant Hardware inclusive of such scope. In the event that FleetMetriks becomes aware of the Customer exceeding the licensed scope, FleetMetriks reserves the right to charge the Customer for the relevant FleetMetriks Software licenses at the current list price, and the Customer agrees to promptly settle such charges. Furthermore, throughout the duration of the license term specified in an Order Form, the Customer acknowledges that downgrading from a higher-tier FleetMetriks Software license plan to a lower-tier plan (for instance, transitioning from an “Advanced” license to a “Basic” license) is not permitted.

5. Restrictions on License. 

The Customer agrees not to engage in, or attempt, the following actions without obtaining express prior written consent from FleetMetriks:

(i) Reselling, white labeling, or reproducing the Products or any individual component thereof, FleetMetriks’s name, any FleetMetriks trademark, logo, or other proprietary information, or the layout and design of any part of the Product

(ii) Accessing, tampering with, or utilizing non-public areas of the FleetMetriks Software Systems

(iii) Unauthorized access to, interference with, disabling, or disruption of the integrity or security of the FleetMetriks Software Systems

(iv) Circumventing any technological measure implemented to safeguard the FleetMetriks Software Systems or enforce a contractual usage limit, including but not limited to, avoidance, bypassing, removal, deactivation, impairment, descrambling, or any other means

(v) Transferring, copying, modifying, sublicensing, leasing, lending, renting, or otherwise distributing the FleetMetriks Software to any third party

(vi) Deciphering, decompiling, disassembling, or reverse-engineering any aspect of the Products, in whole or in part

(vii) Impersonating or misrepresenting affiliation with any person or entity

(viii) Using or accessing the Products for competitive purposes

(ix) Conducting benchmark testing on the Products

(x) Storing or transmitting Malicious Code using the Products

(xi) Storing, publishing, submitting/receiving, uploading/downloading, posting, using, copying, or otherwise producing, transmitting, or distributing material that infringes, libels, defames, harasses, threatens, or is otherwise unlawful or tortious, or violates third-party privacy rights

(xii) Violating any applicable laws or regulations

(xiii) Authorizing, permitting, encouraging, or enabling any other individual or entity to engage in any of the aforementioned actions.

FleetMetriks reserves the right to investigate violations of this Section or conduct that impacts the FleetMetriks Software Systems, and may immediately suspend or terminate any or all of the Customer’s access to the FleetMetriks Software if it reasonably suspects or determines that the Customer has breached this Section. Additionally, FleetMetriks reserves the right to restrict Product access in unsupported countries and may collaborate with law enforcement authorities to prosecute users who violate the law.

6. Hardware Installation and Equipment Maintenance. 

The Customer bears the responsibility for the installation of the Hardware and the ongoing maintenance of any associated Equipment, which includes adherence to any Equipment warranty specifications. Depending on the intended use of the Products by the Customer, professional installation of the Hardware or continuous professional maintenance of Equipment may be necessary. In instances where the Customer lacks the expertise or capability to perform the installation or maintenance, or is uncertain about possessing the required skills and knowledge, the Customer agrees to seek guidance from a qualified installer or maintenance professional. Improper installation of the Hardware or inadequate maintenance of Equipment may result in damage to the Equipment or the creation of hazardous or life-threatening conditions, which could lead to property damage, bodily harm, and/or loss of life. In cases where the Customer discovers that incorrect Hardware cables were ordered for Hardware installation, they may inform FleetMetriks accordingly. For further details regarding FleetMetriks’s Cable Exchange Policy, please refer to the Cable Exchange Policy section within the Hardware Warranty and RMA Policy.

7. Product Updates.

7.1 General. FleetMetriks consistently enhances the Products and may periodically: (i) update the FleetMetriks Software and automatically install Firmware updates onto Hardware; (ii) update the Apps; or (iii) upgrade Hardware to newer models. FleetMetriks retains the right to modify or discontinue all or any portion of the Products, including altering, discontinuing, or removing features included in a FleetMetriks Software license, at its sole discretion and without prior notice. In the event that FleetMetriks ceases to support a Hardware model and the corresponding FleetMetriks Software, which you have procured from FleetMetriks in accordance with these Terms, prior to the applicable License Expiration Date without offering a replacement with an updated or comparable version or model, you reserve the right to terminate the relevant Order Form pertaining to the affected Products and request a Refund for said Products. Updates or upgrades may encompass security or bug fixes, performance enhancements, or new functionalities, and may be implemented with or without prior notification to the Customer. The Customer hereby agrees to accept such automatic updates.

7.2 Test Products. Periodically, at its sole discretion, FleetMetriks may offer Test Products to the Customer for evaluation purposes. If the Customer chooses to utilize Test Products:

(i) Customer agrees to adhere to any additional terms specified by FleetMetriks for the respective Test Products.

(ii) Customer assumes full responsibility and accepts all associated risks, thereby waiving and releasing FleetMetriks from any claims directly or indirectly linked to the Test Products.

(iii) Without limitations, Customer agrees to defend, indemnify, and hold harmless FleetMetriks from any third-party claims arising directly or indirectly from or related to the Test Products.

TEST PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND. The Customer acknowledges that Test products, which may interact, interface, or integrate with third-party products and/or services, might not be validated or supported by such third parties and may interfere with the operations of or void warranties for such third-party products and/or services.

FleetMetriks reserves the right to modify, terminate, or discontinue Test Products at any time at its sole discretion, for any reason, with or without notice, and without incurring any liability to the Customer. FleetMetriks is under no obligation to make any Test Products generally available to FleetMetriks customers. If FleetMetriks chooses, at its sole discretion, to offer a Test Products to FleetMetriks customers as a new Product or as part of an existing Product, FleetMetriks may cease offering such an offering to the Customer as a Test Products at that point in time.

The Customer acknowledges and agrees that any continued usage after such discontinuation date will necessitate the Customer to purchase or have already purchased the applicable Product under an Order Form and settle any additional amounts owed for such purchase. Except as explicitly stated otherwise in this Section 

7.2, Test Products are subject to the same terms and conditions as applicable to a “Product” under these Terms.

7.3 Feedback. The Customer commits to exert commercially reasonable efforts to furnish feedback to FleetMetriks concerning the Products when requested and acknowledges that FleetMetriks shall possess all rights, title, and interest in and to all comments, suggestions, and other feedback (collectively referred to as “Feedback”) provided by the Customer to FleetMetriks pertaining to the Products. The Customer shall, and hereby does, irrevocably transfer and assign to FleetMetriks all rights, title, and interest it may hold in such Feedback, and FleetMetriks hereby acknowledges and accepts such transfer.

8. Payment, Shipping, and Delivery.

8.1 Payment. The terms for Customer’s payment and billing are detailed in the Order Form. Unless otherwise specified in the applicable Order Form:

(i) Fees are to be settled via wire transfer

(ii) All transfers are subject to a processing fee of up to 5%, as permitted by applicable law, unless initiated by FleetMetriks via ACH, in which case the processing fee is waived.

(iii) Late payments will incur a late fee of 1.5% per year.

(iv) In the event license payments are overdue by 30 days, FleetMetriks reserves the right to suspend the Service until the outstanding payments are received.

Furthermore, unless explicitly stated otherwise herein or in the applicable Order Form, all payments made to FleetMetriks under an Order Form are non-refundable. FleetMetriks may provide Customer contact information and payment timeliness information to credit rating agencies, credit reporting agencies, or similar entities. If Customer submits a payment without specifying the corresponding invoice, FleetMetriks retains the right to allocate such payment to any outstanding Customer invoice(s).

Customer is accountable for all applicable taxes, levies, duties, or similar governmental assessments, including but not limited to value-added, sales, use, or withholding taxes, imposed by any jurisdiction (“Taxes”), regardless of designation or incurred under these Terms. If FleetMetriks is legally obligated to pay or collect Taxes for which Customer is responsible under this section, FleetMetriks will issue an invoice to Customer, who must reimburse FleetMetriks for any taxes paid or payable on behalf of Customer. Unless mandated by applicable law, FleetMetriks will not provide retroactive Tax refunds or credits to Customer. Any Tax refunds or credits provided to Customer, subject to applicable legal requirements, are at the sole discretion of FleetMetriks, and FleetMetriks reserves the right to charge Customer reasonable fees and costs associated with processing such Tax refund or credit.

8.2 Shipment and Delivery. All shipments are made FOB (2010) Origin, Freight Prepaid, and Charged Back. The Customer bears full responsibility for ensuring the accuracy of each “Ship To” delivery address specified in an Order Form and that any individual accepting delivery at that address is duly authorized to do so on the Customer’s behalf.

FleetMetriks may dispatch Hardware pursuant to an Order Form according to a schedule agreed upon by both parties or determined by FleetMetriks. In the event Hardware is shipped in multiple consignments under an Order Form, the FleetMetriks Software license term associated with Hardware dispatched after the initial shipment will expire on the same date as the FleetMetriks Software license term associated with Hardware dispatched in the initial shipment. The total cost of the FleetMetriks Software licenses linked with such Hardware dispatched subsequent to the initial shipment will be prorated based on their actual license term, rounded up to the nearest month, relative to the full FleetMetriks Software license term stipulated under the Order Form. Certain payment amounts outlined in an Order Form presuppose simultaneous shipment of all Hardware under said Order Form and are susceptible to potential adjustment by FleetMetriks contingent upon the actual schedule of Hardware shipment.

9. Accounts. 

The Customer is solely responsible for the administration and safeguarding of Accounts. The Customer agrees to grant access to the licensed FleetMetriks Software solely to Authorized Users and to mandate that such Authorized Users maintain strict confidentiality of Account login details, including usernames and passwords, refraining from disclosing such information to unauthorized parties. It is the Customer’s sole responsibility to monitor and regulate access to the licensed FleetMetriks Software and uphold the confidentiality of Account login information and any provided API tokens. In the event that the Customer or any Authorized User becomes aware of any compromise in the security of Account login information, the Customer must promptly notify FleetMetriks and take appropriate measures such as deactivating the compromised Account or changing the Account’s login credentials. Authorized Users are permitted to use the licensed FleetMetriks Software exclusively on behalf of the Customer and are subject to the terms and conditions applicable to the Customer herein. The Customer is accountable and liable for any violation of obligations by an Authorized User.

10. Customer Data.

10.1 Ownership and Usage. Customer Data, accessible via the licensed FleetMetriks Software, is owned by the Customer, and FleetMetriks is obligated to maintain the confidentiality of Customer Data. The Customer grants FleetMetriks a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to utilize, reproduce, modify, create derivative works based upon, display, and distribute Customer Data for the purposes of operating, supporting, and providing the Products, as well as evidence for insurance providers, including statistical reporting and analysis. This license to use Customer Data persists even after the termination of these Terms unless legally restricted or upon the Customer’s written request at termination for such use to be restricted to non-personally identifiable data. FleetMetriks ensures the implementation of reasonable administrative, physical, and technical measures to safeguard the security, confidentiality, and integrity of Customer Data. FleetMetriks does not share Customer Data without Customer consent, except when compelled by law or as permitted herein. The Customer retains the right to export Customer Data at any time during the term of these Terms through the export features available in the FleetMetriks dashboard or via the FleetMetriks API. It is acknowledged by the Customer that certain information may not be exportable via the FleetMetriks dashboard or the API. Upon the termination or expiration of the applicable FleetMetriks Software license without renewal by the Customer, the relevant Customer Data may be promptly deleted.

10.2 Customer Data Representation and Warranty. The Customer represents and warrants that:

(i) The Customer will obtain all necessary rights, disclosures, consents, approvals, authorizations, and agreements from any employee or third party required for FleetMetriks to collect, use, and share Customer Data in accordance with these Terms.

(ii) No Customer Data infringes upon or violates any individual or entity’s intellectual property rights, privacy, publicity, or other proprietary rights.

(iii) The Customer will comply with all applicable state, federal, and local laws and regulations in its business dealings concerning FleetMetriks and its receipt and utilization of the Products.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS FLEETMETRIKS AND, IF APPLICABLE, ITS SUB PROCESSORS AGAINST ANY LIABILITIES, DAMAGES, DEMANDS, LOSSES, CLAIMS, COSTS, FEES (INCLUDING LEGAL FEES), AND EXPENSES ARISING FROM ANY THIRD-PARTY LEGAL OR REGULATORY PROCEEDING RESULTING FROM ANY ACTION OR FAILURE TO ACT BY THE CUSTOMER RELATING TO CUSTOMER INSTRUCTIONS OR ARISING FROM THE CUSTOMER’S BREACH OF THIS SECTION 10.2.

10.3 Privacy Policy. The “Privacy Policy” available at https://fleetmetriks.com/privacy-policy/ establishes the agreement between the Parties concerning the terms governing any Processing of Personal Data by FleetMetriks on behalf of the Customer under these Terms. The Privacy Policy is an integral part of these Terms and prevails over any previous agreements regarding Customer Personal information. The terms “Processing,” “Personal Data,” and “Customer Personal Information” as used in this Section are defined in the Privacy Policy.

11. Confidentiality.

11.1 Confidential Information. “Confidential Information” refers to any technical, financial, or business data disclosed by one Party to the other Party that: 

(i) is clearly marked or designated as “confidential” or “proprietary” at the time of disclosure.

 (ii) would, under reasonable business judgment, be understood to be confidential or proprietary given the circumstances. FleetMetriks’s Confidential Information encompasses information related to the Products, including pricing and payment terms, Test Products, FleetMetriks Software Systems, FleetMetriks customers or partners, and any data or information provided by FleetMetriks during the provision of Products to the Customer. Customer Confidential Information includes Customer Data and any data or information furnished to FleetMetriks for the purpose of evaluating, procuring, or configuring the Services (such as vehicle or equipment makes and models, vehicle routes, or similar details). Confidential Information does not include data that: 

(i) is presently or subsequently becomes generally known or available to the public without breaching the receiving Party’s confidentiality obligations. 

(ii) was known, without any restrictions on use or disclosure, by the receiving Party prior to receipt from the disclosing Party.

(iii) is acquired by the receiving Party from a third party with the right to disclose it and who provides it without any restrictions on use or disclosure.

(iv) is independently developed by the receiving Party without using or being aware of or referring to any Confidential Information from the disclosing Party.

11.2 Confidentiality Obligations. The receiving Party undertakes the following obligations:

(i) To uphold strict confidentiality regarding the disclosing Party’s Confidential Information.

(ii) Not to divulge such Confidential Information to any third parties (excluding Affiliates, employees, agents, or third-party service providers of the receiving Party under reasonable confidentiality obligations, or as authorized by the disclosing Party);

(iii) Not to utilize any such Confidential Information for any purpose other than to fulfill obligations under these Terms or as authorized by the disclosing Party.

Notwithstanding any provisions to the contrary in these Terms, the receiving Party may disclose the disclosing Party’s Confidential Information to the extent required by law or regulation. However, unless prohibited by applicable law or regulation, the receiving Party must make reasonable efforts to provide the disclosing Party with advance notice of such requirement and must reasonably cooperate with the disclosing Party at the disclosing Party’s expense in preventing, limiting, or safeguarding such disclosure.

12. Proprietary Rights.

12.1 FleetMetriks Software. FleetMetriks and its licensors possess all rights, title, and interest in and to FleetMetriks Software, including all related intellectual property rights, exclusively. Customer acknowledges that the FleetMetriks Software is safeguarded by patent, copyright, trademark, and other laws of the United States and foreign countries. Customer agrees not to tamper with, modify, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services. By these Terms, Customer hereby transfers and assigns to FleetMetriks all rights, title, and interest it may hold in the FleetMetriks Software, and FleetMetriks accepts such transfer. These Terms do not confer any ownership rights upon Customer. Apart from the explicit rights granted herein, FleetMetriks does not provide any other licenses or access rights, whether express or implied, to any other FleetMetriks software, services, technology, or intellectual property rights

12.2 Firmware. The Firmware is subject to a license, not a sale. With the exception of free trials and in accordance with the Product Trial Hardware Returns section of the Hardware Warranty and RMA Policy, Customer retains physical ownership of the Hardware purchased or acquired under an Order Form. FleetMetriks and its licensors exclusively hold all intellectual property rights in the Hardware. Additionally, FleetMetriks maintains ownership of the Firmware, including all associated intellectual property rights. Customer acknowledges the protection of the Firmware under patent, copyright, trademark, and other laws of the United States and foreign countries. FleetMetriks reserves all rights in the Firmware not explicitly granted to Customer in these Terms. Customer further recognizes and accepts that portions of the Firmware, such as the source code and the specific design and structure of individual modules or programs, comprise or contain trade secrets of FleetMetriks and its licensors.

13. Connectivity Data Usage. 

A FleetMetriks Software license encompasses connectivity data only if such license SKU is explicitly designated as including connectivity data and specifies the quantity of connectivity data provided. When connectivity data is incorporated in a FleetMetriks Software license, the connectivity between the relevant Hardware and the licensed FleetMetriks Software does not contribute towards the included connectivity data limit. FleetMetriks reserves the authority to regulate access to personal entertainment streaming services via Hardware connectivity. Exceeding any included connectivity data cap may lead to reduced connection speeds, restricted or interrupted connectivity, or a combination thereof. However, the restriction or interruption of connectivity will not affect the functionality of hours of service logs. The Customer can monitor any included connectivity data usage from the “Gateways” page within the “SIMS” section of the Organization dashboard.

14. Non-FleetMetriks Products. 

The Products may feature links to, or the capability to integrate or interact with, import or export data to or from, provide access to, or be accessed by Non-FleetMetriks Products (collectively referred to as “Non-FleetMetriks Product Integrations”). Should the Customer choose to utilize any Non-FleetMetriks Product Integrations, including but not limited to data exchange between Products and Non-FleetMetriks Products, the Customer agrees to:

(i) Assume sole responsibility for and all risks arising from the Customer’s utilization of Non-FleetMetriks Product Integrations and the content, functionality, or availability of any Non-FleetMetriks Products, including waiving and releasing FleetMetriks from any claims directly or indirectly linked to such use.

(ii) Defend, indemnify, and hold harmless FleetMetriks from any third-party claims directly or indirectly resulting from or associated with the Customer’s utilization of any Non-FleetMetriks Product Integrations.

FLEETMETRIKS PROVIDES NON-FLEETMETRIKS PRODUCT INTEGRATIONS “AS IS” WITHOUT ANY WARRANTY AND MERELY AS A MATTER OF CONVENIENCE.

15. Publicity. 

Customer grants FleetMetriks authorization to utilize the Customer name and logo on FleetMetriks’s website, press releases, customer lists, earnings calls, investor and marketing materials for the purpose of listing Customer as a customer. However, FleetMetriks will refrain from using Customer’s name, trademarks, or logos in any other manner without obtaining prior consent from Customer. 

16. Term. 

These Terms come into effect upon your acceptance, signified by clicking a box indicating your agreement, executing an Order Form or any other contract referencing these Terms, purchasing Products, or engaging in any contractual arrangement with FleetMetriks, a FleetMetriks reseller, or any other entity or individual for the acquisition or provision of Products, or by accessing and/or using the Products, whichever occurs first. The term shall remain in force until:

(i) The License Expiration Date specified in the last active Order Form or other contract entered into for the purchase of Products or under which Products are provided to you.

(ii) You lose authorization to access and/or use the Products.

(iii) These Terms are terminated earlier as outlined herein, whichever occurs first.

16.1 Renewal. If you do not notify FleetMetriks in writing of your intention to opt out of auto-renewal of the relevant Order Form or contract for the purchase of Products, or under which Products are provided to you, at least thirty (30) days prior to the License Expiration Date, FleetMetriks may, at its discretion, automatically renew your license term for the applicable Products or substantially equivalent ones. This renewal will be effective on the License Expiration Date for a period of up to the longest of the following durations: (i) one year, (ii) the same duration as the immediately preceding license term, or (iii) a period to synchronize license expiration dates with another active order of yours (each such period, or any renewal license term after the Initial Term, is referred to as a “Renewal Term”).

Except as provided in the previous sentence regarding FleetMetriks’s renewal rights, you and FleetMetriks may mutually agree to enter into a new Order Form to extend your license term upon the License Expiration Date. This new Order Form may include additional or altered Products or license terms, as agreed upon.

If FleetMetriks auto-renews your license term without your execution of a new Order Form, your payment method will remain the same as specified in the original Order Form (e.g., monthly if monthly payments were allowed, or annually if annual payments or upfront payment were allowed).

In the event that your license term is renewed after the termination of the preceding license term, and FleetMetriks permits you, at its sole discretion, to continue using the applicable Products during this interim period, these Terms will govern such usage. FleetMetriks reserves the right to (i) charge you for such usage at the renewal license pricing (and you agree to promptly pay such amounts), and (ii) set the License Start Date for the renewal license as the day following the expiration of the preceding license term. For inquiries regarding automatic renewal, please contact renewals@fleetmetriks.com.

16.2 Termination. FleetMetriks reserves the right to terminate these Terms, any Order Form, and your access to and use of the FleetMetriks Software at its sole discretion, at any time upon providing notice to you. However, if FleetMetriks terminates for its convenience and not as otherwise stipulated in these Terms or the relevant Order Form, or due to your breach thereof, FleetMetriks will issue you a refund. Unless otherwise specified herein or in the relevant Order Form, an Order Form, including any renewal Order Forms, cannot be terminated before the applicable License Expiration Date.

16.3 Effect of Termination. Upon termination or expiration of these Terms, the following sections will remain in effect: 5 (License Restrictions), 7.2 (Test Products), 7.3 (Feedback), 8 (Payment, Shipping, and Delivery), 10 (Customer Data), 11 (Confidentiality), 12 (Proprietary Rights), 16 (Term), 17 (Warranty Disclaimers), 18 (Limitation of Liability), 19 (Dispute Resolution), 20 (Governing Law), and 21 (General Terms). Upon the Customer’s request, and subject to FleetMetriks’s data retention and backup policies, FleetMetriks shall delete and remove any Customer Data stored on the Hosted Software.

17. Warranty and Warranty Disclaimers.

17.1 Hardware Warranty. FleetMetriks provides a Hardware warranty as outlined in the Hardware Warranty Policy section of its Hardware Warranty and RMA Policy.

17.2 Warranty Disclaimers. EXCEPT AS EXPRESSLY PROVIDED UNDER THE LIMITED HARDWARE WARRANTY SET FORTH IN SECTION 17.1 (HARDWARE WARRANTY), THE PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, FLEETMETRIKS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IT IS IMPORTANT TO NOTE THAT ACTIVE DRIVER AND PERSONNEL SUPERVISION IS REQUIRED EVEN WHEN THE PRODUCTS ARE IN USE, AND THAT THE PRODUCTS ARE NOT DESIGNED AS A CRASH OR ACCIDENT AVOIDANCE OR PREVENTION SYSTEM. THE CUSTOMER IS SOLELY RESPONSIBLE FOR ANY AND ALL SPEEDING, TOLLS, AND OTHER TRAFFIC OR LEGAL VIOLATIONS INVOLVING ITS VEHICLES AND EQUIPMENT, EVEN WHEN THE PRODUCTS ARE IN USE. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS ARE NOT INTENDED AS A SUBSTITUTE FOR SAFE AND LAWFUL DRIVING PRACTICES AND EQUIPMENT USAGE, OR OTHER APPROPRIATE PERSONNEL OR WORKPLACE CONDUCT AS APPLICABLE, AND THAT THE PRODUCTS SHOULD NOT BE RELIED UPON AS A CRASH OR ACCIDENT AVOIDANCE OR PREVENTION SYSTEM. FleetMetriks makes no warranty that the Services will meet Customer’s requirements or be available on an uninterrupted, secure, or error-free basis. FleetMetriks also makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any analytics or Customer Data.

18. Limitation of Liability.

18.1 Exclusion of Consequential Damages. FleetMetriks, Customer, or any other entity involved in the creation, production, or delivery of the Products shall not be held liable for any incidental, special, punitive, exemplary, or consequential damages. This includes but is not limited to lost profits, loss of data or goodwill, service interruption, computer damage, system failure, or the cost of substitute products arising from or related to these Terms or the use of or inability to use the Products. Such damages may arise from warranty, contract, tort (including negligence), product liability, or any other legal theory, irrespective of whether the party has been notified of the possibility of such damage. This limitation remains even if a limited remedy outlined herein is deemed ineffective. Please note that some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, and thus, this limitation may not apply universally.

18.2 Limitation. Unless otherwise specified, neither party, nor any affiliated entity, shall be liable to the other party for any damages exceeding the aggregate amount paid by Customer to FleetMetriks during the twelve (12) months preceding the incident giving rise to the claim. This limitation does not apply to indemnification obligations, breaches of license restrictions, or payment obligations under an order form. If Customer has not made any payments to FleetMetriks, the maximum liability will be one hundred dollars ($100).

18.3 The exclusions and limitations of damages stated above form fundamental components of the agreement between FleetMetriks and Customer.

19. Dispute Resolution.

19.1. Arbitration. If the Parties cannot resolve any dispute arising from or relating to these Terms or Customer’s use of the Products within sixty (60) days after one Party gives notice of the dispute to the other, the dispute shall be finally and exclusively settled by confidential arbitration in Miami, Florida, United States. The arbitration shall be conducted in English and in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS Rules”) then in effect. The arbitration panel shall consist of one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes. The Parties agree that the arbitrator(s) shall have the authority to award preliminary and permanent injunctive relief, damages, and any other relief available in law, equity, or pursuant to applicable law. Additionally, any emergency arbitrator(s) appointed in accordance with the JAMS Rules shall have the authority to grant emergency relief in accordance with those rules.

19.2. Waiver of Class Action. Any arbitration or dispute resolution proceedings concerning these Terms or Customer’s use of the Products will be carried out strictly on an individual basis. They will not be pursued as a class action, consolidated action, private attorney general action, or any other representative action. You explicitly waive any right to initiate or participate in a class action or seek relief on a class basis. Unless expressly agreed otherwise by FleetMetriks in writing, the arbitrator or adjudicator will not consolidate claims from more than one person or entity.

20. Governing Law. These Terms and any matters arising from them will be governed by the laws of the State of Florida, excluding its conflict of laws principles. Except as otherwise provided in the arbitration agreement herein, any legal actions arising from or related to these Terms or Customer’s use of the Products shall be exclusively brought in the state and federal courts situated in Miami-Dade County, Florida, United States. Both Parties agree to submit to the jurisdiction of such courts concerning any such legal actions.

21. General Terms.

21.1 Miscellaneous. These Terms, along with any applicable Order Form, constitute the entire agreement between FleetMetriks and you regarding the Products and supersedes any prior agreements, whether oral or written, concerning the same subject matter. Any standard terms and conditions associated with Customer payment portals or FleetMetriks’s onboarding as a vendor are considered void and ineffective, overriding any conflicting terms in those documents. In case of any conflict between an Order Form and these Terms, the terms of the Order Form shall prevail. However, certain provisions may apply differently in specific scenarios: (a) if a Purchase Order is accompanied by a Quote, the terms of the Quote shall prevail over the Purchase Order; (b) for Purchase Orders issued by FleetMetriks resellers, the terms of the reseller agreement supersede any conflicting terms in the Purchase Order. Purchase Orders are for record-keeping purposes only and do not modify the Agreement or the applicable Quote. If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect. You may not assign these Terms without FleetMetriks’s consent, but FleetMetriks may assign them freely. These Terms are binding upon the Parties and their successors and permitted assigns. No FleetMetriks Affiliate, employee, director, officer, or shareholder shall be liable under these Terms. Notices will be provided via email, posting on FleetMetriks’s website, or within the Services. Failure to enforce any provision of these Terms does not waive the right to enforce it later. Any waiver must be in writing and signed by both Parties. Except as stated herein, the exercise of any remedy does not waive other remedies available under these Terms.

21.2 Acceptable Use. Customer must not, and shall not permit any third party, including its Authorized Users, to (a) utilize the Products: (i) for any inappropriate, unlawful, discriminatory, or otherwise detrimental purpose, or (ii) to infringe upon, or promote the infringement of, the rights of others, encompassing legal rights (such as intellectual property or proprietary rights) or human rights (inclusive of the fundamental rights inherent to all human beings, irrespective of race, gender, nationality, ethnicity, language, religion, or any other characteristic, including but not limited to the right to life and freedom, freedom from slavery and torture, freedom of expression and opinion, the right to education and work, among others), as reasonably determined by FleetMetriks; or (b) partake in abusive, harassing, threatening, offensive, or otherwise inappropriate behavior towards FleetMetriks or its employees, agents, service providers, partners, or fellow customers. 

21.3 Export Restrictions. Customer is prohibited from utilizing the Products in contravention of applicable export control or sanctions laws of the United States or any other relevant jurisdiction. Customer may not use the Products if they are, or are acting on behalf of, any restricted individual or entity, including those identified on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Person’s List or Entity List, the State Department’s Debarred list, or any similar denied parties list, without obtaining prior authorization from the U.S. Government. Customer must refrain from exporting, re-exporting, or transferring the Products for use, either directly or indirectly, in any prohibited activity outlined in Part 744 of the U.S. Export Administration Regulations, which includes certain activities involving nuclear, chemical, or biological weapons, rocket systems, or unmanned air vehicle end-uses.

21.4 Force Majeure. FleetMetriks shall not be held liable or considered in default of these Terms, nor shall it be deemed to have breached its obligations under these Terms, due to any failure or delay in performing its duties resulting from a force majeure event. Such an event includes any circumstance or occurrence beyond FleetMetriks’s reasonable control, such as war, hostilities, acts of God, earthquakes, floods, fires, or other natural disasters, labor strikes or conditions, shortages of materials, epidemics, governmental actions, or failures of utilities, transportation facilities, or communication or electronic systems.

21.5 Financed Purchases and Other Payment Arrangements. If you are accessing the Products through financing provided by a third-party entity (“Lender”), the following provisions in this Section shall govern. Your obligations to the Lender are unconditional and absolute, and not subject to any offset or counterclaim between you and the Lender, unless explicitly agreed otherwise in a separate financing agreement (“Financing Agreement”) executed between you and the Lender. Upon execution of the Financing Agreement, you acknowledge and agree that the Lender is prepaying FleetMetriks for the Products on your behalf, and such prepayment is final and non-refundable by FleetMetriks, unless otherwise specified in these Terms. You assume the risk associated with any non-delivery or unsatisfactory performance of the Products, while acknowledging that this provision does not affect your rights against FleetMetriks as outlined in these Terms, or FleetMetriks’s obligations to you under these Terms.

Should you choose to discontinue using the Products for any reason, you remain liable for any outstanding payment obligations specified in the Financing Agreement. Any claims or disputes against FleetMetriks must be addressed directly with FleetMetriks and not through the Lender. FleetMetriks reserves the right to terminate your access to the Products if you breach these Terms or the terms of the Financing Agreement. Refunds issued by FleetMetriks for Product purchases financed under a Financing Agreement may, at FleetMetriks’s discretion, be remitted to the Lender. Any impact such remittance may have on your remaining payment obligations to the Lender is subject to the terms of the Financing Agreement.

Additionally, with FleetMetriks’s consent, granted at its sole discretion, if you request payment under an Order Form to be made by a Customer Affiliate, Lender, or any other third party authorized by you to make purchases or payments on your behalf (“Payment Arrangement”), you represent and warrant that such arrangements are made for legitimate business purposes and comply with all applicable laws, including tax laws. You remain directly liable for all obligations, including payment obligations, under these Terms and the applicable Order Form. You agree to indemnify, defend, and hold harmless FleetMetriks against any liabilities, damages, demands, losses, claims, costs, fees (including legal fees), and expenses related to such Payment Arrangements.