Fleet AI Terms of Service

1. Introduction; Acceptance; Order Forms; Priority of Terms

1.1 Acceptance

By executing an Order Form or accessing or using the Services, Customer agrees to these Terms on behalf of itself and its End Users. If you do not have authority to bind the Customer, do not use the Services.

1.2 Order Forms

The Services are provided under one or more Order Forms that describe subscription scope, fees, and term. Each Order Form is incorporated by reference into these Terms.

1.3 Priority of Terms

If there is a conflict, the following order of precedence applies: (a) the applicable Order Form, (b) the DPA (if applicable), and (c) these Terms. Any additional terms in a Customer purchase order are rejected and will not apply.

2. Definitions

• Documentation means the technical and user documentation provided by Fleet AI for the Services.
• DPA means a data processing addendum executed between the parties, if applicable.
• End User means an individual authorized by Customer to use the Services.
• Order Form means a document describing subscription scope, fees, and term.
• Services means the Fleet AI software, dashboards, APIs, and related services provided under an Order Form.
• Customer Data means data submitted to or processed by the Services on behalf of Customer.
• Usage Data means aggregated or anonymized information about how the Services are used.

3. Account Registration; Admin Responsibilities; Security; Credentials

3.1 Account Registration

Customer must provide accurate account information and maintain it in a current state. Customer is responsible for all activity on its accounts.

3.2 Administrative Responsibilities

Customer administrators control access, roles, and permissions. Customer is responsible for ensuring End Users comply with these Terms and the Documentation.

3.3 Security and Credentials

Customer must safeguard credentials and promptly notify Fleet AI of any suspected unauthorized access or security incidents related to the Services.

3.4 Access Management

Customer may add, remove, or suspend End Users. Fleet AI may suspend access for security reasons or as required by law or contract.

4. License Grant; Restrictions; Acceptable Use

4.1 License Grant

Subject to these Terms and the Order Form, Fleet AI grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the subscription term for Customer's internal business purposes.

4.2 Restrictions

Customer will not and will not permit End Users to: (a) reverse engineer or decompile the Services, (b) use the Services to build a competing product, (c) circumvent security controls, (d) scrape or harvest data beyond authorized use, or (e) use the Services for unlawful purposes.

4.3 Acceptable Use

Customer and End Users must comply with applicable laws and the Documentation. Fleet AI may suspend or terminate access for violations of this section.

5. Customer Data; Ownership; Feedback; Aggregated and De-identified Data

5.1 Ownership of Customer Data

Customer retains all rights in Customer Data. Fleet AI processes Customer Data only as necessary to provide the Services and as described in the applicable DPA or agreement.

5.2 Feedback

Customer may provide suggestions or feedback. Customer grants Fleet AI a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use feedback without obligation, provided Fleet AI does not identify Customer as the source without consent.

5.3 Aggregated and De-identified Data

Fleet AI may create aggregated or de-identified data derived from Customer Data or usage of the Services. Fleet AI may use such data to operate, improve, and develop the Services, provided it does not identify Customer or End Users.

6. Service Availability; Support; Changes to Services

6.1 Service Availability

Fleet AI will use commercially reasonable efforts to make the Services available, excluding scheduled maintenance, emergency maintenance, and downtime caused by factors outside Fleet AI's control.

6.2 Support

Support terms, response times, and service levels (if any) will be described in the Order Form or support policy.

6.3 Changes to Services

Fleet AI may update or modify the Services to maintain functionality, improve performance, or comply with legal requirements. We will not materially reduce core functionality during a paid subscription term without reasonable notice.

7. Fees; Billing; Trials; Taxes; Late Payments; Suspension

7.1 Fees and Billing

Fees and billing schedules are set forth in the Order Form. Unless otherwise stated, fees are non-refundable and payable in advance.

7.2 Trials and Pilot Programs

If Customer participates in a trial or pilot, usage is limited to the scope and duration stated in the Order Form. Fleet AI may terminate trials at any time.

7.3 Taxes

Customer is responsible for all taxes, duties, and levies arising from the Services, excluding taxes on Fleet AI's income.

7.4 Late Payments

Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer is responsible for reasonable collection costs.

7.5 Suspension

Fleet AI may suspend access for non-payment, security risks, or violations of these Terms, subject to applicable law and any notice requirements in the Order Form.

8. Third-Party Services and Integrations

The Services may interoperate with third-party services or integrations. Fleet AI does not control those third parties and is not responsible for their terms, policies, or availability. Customer's use of third-party services is governed by the third party's terms.

9. Confidentiality

Each party may disclose confidential information to the other in connection with the Services. The receiving party will use the same degree of care it uses to protect its own confidential information, and at least reasonable care, to prevent unauthorized use or disclosure.

Confidential information does not include information that is publicly available, independently developed without use of confidential information, or rightfully obtained from a third party without restriction. The receiving party may disclose confidential information as required by law or court order, with notice to the disclosing party where legally permitted.

10. Warranties; Disclaimers

Except as expressly stated in an Order Form, the Services are provided "as is" and "as available." Fleet AI disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Fleet AI does not guarantee that the Services will be uninterrupted, error-free, or that specific outcomes will be achieved. Predictive outputs are advisory and depend on data availability and operational conditions.

11. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunities, arising out of or related to the Services or these Terms.

Except for liabilities that cannot be limited by law, each party's aggregate liability under these Terms will not exceed the amounts paid or payable by Customer for the Services in the twelve (12) months preceding the event giving rise to the claim.

12. Indemnification

12.1 Fleet AI Indemnification

Fleet AI will defend Customer against third-party claims that the Services, as provided by Fleet AI, infringe a valid U.S. patent, copyright, or trademark, and will pay damages awarded by a court or agreed in settlement. Fleet AI may modify the Services or terminate the affected Services if required to avoid infringement.

12.2 Customer Indemnification

Customer will defend Fleet AI against third-party claims arising from Customer Data, Customer's misuse of the Services, or Customer's violation of law or these Terms, and will pay damages awarded by a court or agreed in settlement.

12.3 Process

The indemnified party must provide prompt notice and reasonable cooperation, and the indemnifying party will control the defense and settlement. The indemnifying party may not settle any claim without the indemnified party's written consent if the settlement imposes liability or obligations on the indemnified party.

13. Term; Termination; Effect of Termination; Data Export

13.1 Term

The term of the Services is stated in the applicable Order Form and renews or ends as described in that Order Form.

13.2 Termination for Breach

Either party may terminate the Services for material breach if the breach is not cured within the notice and cure period specified in the Order Form or, if not specified, within thirty (30) days of written notice.

13.3 Effect of Termination

Upon termination, Customer's access to the Services will end. Customer remains responsible for fees owed through the termination date. Sections intended to survive will survive termination.

13.4 Data Export and Deletion

Upon request and if available, Fleet AI will provide Customer with an export of Customer Data in a reasonable format. After the export period, Fleet AI will delete or de-identify Customer Data in accordance with the DPA and applicable law.

14. Compliance; Export; Sanctions; Anti-corruption

Customer will comply with all applicable laws, including data protection, export control, and sanctions laws. Customer represents that it is not located in, or subject to, any country or party subject to trade sanctions that would prohibit access to the Services.

Each party will comply with applicable anti-corruption laws and will not offer, promise, or provide improper payments or benefits in connection with these Terms.

15. Dispute Resolution; Governing Law

15.1 Governing Law and Venue

These Terms are governed by the laws of the State of Missouri, without regard to conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Missouri for disputes not subject to arbitration.

15.2 Optional Arbitration

If the applicable Order Form or a written addendum states that disputes will be resolved by binding arbitration, then either party may submit a dispute to arbitration as described in that addendum. Where arbitration applies, a party may opt out by providing written notice within thirty (30) days of the effective date of the arbitration agreement or within thirty (30) days of receiving notice of arbitration, as applicable.

15.3 Injunctive Relief

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent unauthorized use or disclosure of confidential information or intellectual property.

16. Miscellaneous

16.1 Assignment

Neither party may assign these Terms without the other party's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

16.2 Force Majeure

Neither party will be liable for delays or failures due to events beyond its reasonable control.

16.3 Severability and Waiver

If any provision is unenforceable, the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver.

16.4 Notices

Notices to Fleet AI must be sent to legal@fleetai.com. Support inquiries should be sent to support@fleetai.com. Notices to Customer will be sent to the administrative email or address on file.

16.5 Entire Agreement

These Terms, the Order Form, and any DPA constitute the entire agreement and supersede all prior or contemporaneous agreements regarding the Services.