This Software-as-a-Service Subscription Agreement (the “Agreement”) is entered into between Fleethq LLC, a limited liability company with its principal address at 30 N Gould St Ste R, Sheridan, WY 82801 (“Company”), and the customer (individual or entity) who signs up for or uses the Fleethq platform (“Customer”). This Agreement governs Customer’s access to and use of the Company’s web-based vehicle rental management software service (the “Service”). By using the Service or by clicking to accept this Agreement online, Customer agrees to be bound by these terms. If the Customer disagrees, they should not use the Service. The parties are independent contractors; nothing in this agreement creates any partnership, joint venture, or agency. All notices or communications under this Agreement shall be in writing and sent to Company at the address above or via email to tech@fleethq.io, and to Customer at the email or address associated with their account (such notice deemed given upon delivery per standard courier or electronic confirmation)[1].
2. Services Provided and License Grant2.1 Provision of Service: Company will provide Customer with access to the Service as a cloud-based software platform for managing Customer’s vehicle rental business. The Company will host and maintain the Service and use commercially reasonable efforts to make the Service available and secure. In particular, Company will implement reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer’s data stored in the Service[2]. The customer may contact the company for technical support or inquiries at any time via the support email (tech@fleethq.io). However, unless otherwise agreed, Company does not guarantee any specific response or resolution times, and the Service is provided on an “as available” basis (see Section 9 on Warranties and Disclaimers).2.2 License to Use: Subject to this Agreement and payment of applicable fees, Company grants to Customer a worldwide, non-exclusive, non-transferable, limited license and right to access and use the Service during the subscription term for Customer’s internal business purposes[3]. This license allows Customer and its authorized users (e.g., employees or contractors managing the rental business) to use the Service via a web interface or authorized applications. No rights are granted to Customer other than those expressly outlined in this Agreement[4]. The Company and its licensors retain all right, title, and interest in and to the Service, including all software, tools, and intellectual property associated with it. Customer is only obtaining the right to use the Service, and no ownership rights are being transferred. Customer shall not remove or obscure any of Company’s trademarks, logos, copyright notices, or other proprietary notices on the Service or any reports or materials generated by the Service.2.3 Customer Data: “Customer Data” means any data, content, or information that Customer (or its users) uploads or enters into the Service, including information about Customer’s vehicles, rental transactions, or renters. As between Company and Customer, Customer retains ownership of Customer Data. Customer grants Company a limited license to host, use, process, and transmit Customer Data as necessary to provide the Service and perform Company’s obligations (including to troubleshoot, back up data, or improve Service functionality in aggregate)[5]. The Company will not use Customer Data for any other purpose except as permitted by this Agreement or as instructed by Customer. The Company will maintain backup procedures and protections for Customer Data and will follow commercially reasonable policies to prevent data loss; however, Customer is also encouraged to maintain its own backups of important data. In the event of any loss or corruption of Customer Data due to the Company’s fault, Company’s liability will be limited to using reasonable efforts to restore the lost data from the latest backup in Company’s possession.
3. Use of Service & Customer Responsibilities
3.1 Authorized Users: Customer shall use the Service only for its own business operations in managing its vehicle rentals, and only for lawful purposes. Access to the Service is limited to the Customer and its authorized personnel (such as employees or contractors managing the fleet). Customer is responsible for maintaining the confidentiality of its account credentials and ensuring that all authorized users comply with this Agreement. Customer will promptly notify Company of any unauthorized access or use of the Service.3.2 Acceptable Use Restrictions: Customer agrees to use the Service in accordance with the following guidelines and not to misuse the Service. Customer shall NOT:
Allow any third party (other than authorized users within Customer’s organization) to access or use the Service, nor resell, distribute, sublicense, or make the Service available to any third party (except as expressly permitted by Company)[6].
Use the Service to process, store, or transmit any content that is unlawful, defamatory, harassing, obscene, or infringes upon third-party rights (including privacy and intellectual property rights)[6]. This also means the Customer will not use the Service to store personal data of renters or others without proper legal rights or consents.
Use the Service to transmit any viruses, malware, worms, Trojan horses, or other malicious code, or otherwise knowingly introduce any harmful or disruptive components into the Company’s systems[7]. Customer shall not attempt to interfere with or disrupt the integrity or performance of the Service (for example, by launching denial-of-service attacks or exploiting vulnerabilities).
Attempt to gain unauthorized access to the Service or its related systems or networks, or bypass any access controls or usage limits placed on the Service[8].
Copy, modify, adapt, decompile, reverse engineer, or create derivative works based on the Service or any part thereof, except to the extent expressly permitted by law or by this Agreement[9]. Similarly, Customer will not use the Service to build a competing product or service or to copy any features, functions, or graphics of the Service[10].
Customer’s breach of any of the above use restrictions may result in immediate suspension or termination of Service by Company, in addition to any other remedies available by law or contract. The company reserves the right to monitor usage and enforce limits (such as the number of users, API calls, or other metrics) as applicable to Customer’s subscription plan.3.3 Compliance with Laws: Customer is solely responsible for ensuring that its use of the Service and its operation of a vehicle rental business comply with all applicable laws and regulations. This includes, without limitation, laws relating to vehicle licensing and registration, insurance requirements, driver qualifications, data protection and privacy, consumer protection, and any other regulatory requirements applicable to car rental or leasing businesses in Customer’s jurisdiction. Customer will obtain all necessary licenses, permits, and consents required for its rental operations. Customer acknowledges that Company does not provide legal advice or ensure that use of the Service will guarantee compliance with any laws. Customer must determine the suitability of the Service for its business and compliance needs.3.4 Customer Data Responsibilities: Customer is responsible for the accuracy, quality, legality, and integrity of all Customer Data it inputs into the Service[11]. Customer represents and warrants that it has all necessary rights and permissions to provide the Customer Data to the Service and to use it within the Service. For example, if Customer inputs personal information of its renters or drivers into the system, Customer must have obtained any required consents under privacy laws to do so. Customer will not upload any data to the Service that it does not have the right to use or that violates any law or any third-party rights. Customer agrees to indemnify Company for any claims arising from Customer Data (see Section 11 on Indemnification).3.5 Rental Business Operations: Customer understands and agrees that Company is a technology provider and does not operate a vehicle rental business on Customer’s behalf. Company is not a car rental company and does not own or lease any vehicles[12]. The Service is solely an online platform to assist Customer in managing its own rental fleet operations. All rental contracts or transactions are solely between Customer (as the vehicle provider) and the end renters. Company is not a party to any agreement between Customer and any renter or other third party in Customer’s business[13]. Company has no control over, and no responsibility for, the quality or safety of Customer’s vehicles, the behavior of renters, or any actual rental transactions. Customer is solely responsible for all aspects of its rental operations, including vetting renters, setting rental terms, providing the vehicles in roadworthy condition, obtaining appropriate insurance, handling customer service with renters, and complying with all legal obligations towards renters (such as liability for accidents, damage, or traffic violations). Any claims, disputes, or issues arising out of a vehicle rental (for example, an accident or damage involving a renter) are strictly between Customer and the renter – Company will not be liable for any such issues or provide any mediation or resolution (and any such claims “relate solely to the relationship between the Provider and the Renter”[12]). Customer agrees that it will not represent to any renters or third parties that Company is a provider or co-provider of any rental, or that Company has any responsibility for the operation of Customer’s business. The Service may provide tools to help Customer manage reservations, payments, or communications, but Customer is responsible for using these tools properly and for any outcomes. Company disclaims all liability for any acts or omissions of Customer in its dealings with any renters or other third parties.
4. Third-Party Services and Integrations
The Service may integrate with or enable access to third-party services or content (collectively, “Third-Party Services”). For example, the Service might include integrations with payment processors, GPS/telematics providers, mapping services, insurance or damage waiver providers, SMS or email delivery services, or other software or content that are not owned or controlled by Company. If Customer elects to use any Third-Party Services in conjunction with the Service, such use is solely between Customer and the third-party provider. Any Third-Party Services are made available as a convenience and are not part of the Service provided by Company. Customer’s use of Third-Party Services may be subject to separate terms and conditions between Customer and the third-party provider, and Customer is responsible for reviewing and complying with those terms.Company makes no warranties or representations and assumes no responsibility or liability with respect to Third-Party Services. Company is not a party to any agreement between Customer and any third-party provider, and is not responsible for, and may not be held liable for, any Third-Party Services or content, including but not limited to their accuracy, quality, availability, security, or compliance with laws[13]. For example, Company will not be liable for any errors in payment processing by a third-party gateway, or any data breaches or service failures caused by a third-party integration. Access to any Third-Party Service is provided “as-is” and entirely at Customer’s own risk and discretion. If a Third-Party Service integration causes issues with the Service or conflicts with applicable law or third-party rights, Company may instruct Customer to disable or remove such integration. If Customer fails to do so promptly upon request, Company reserves the right to suspend or discontinue the affected portion of the Service. Customer agrees that its indemnification obligations (Section 11) will cover any claims or losses arising from Customer’s use of Third-Party Services.Note: Company may from time to time recommend or enable certain Third-Party Services for Customer’s convenience (for example, suggesting an insurance partner or a telematics hardware vendor). Any such recommendation does not constitute an endorsement or guarantee by Company. Customer must make its own independent decision to use any Third-Party Service and is solely responsible for any costs or obligations incurred with third parties.
5. Fees and Payment Terms
5.1 Subscription Fees: Customer agrees to pay the subscription fees for the Service as set forth in Customer’s chosen plan or order. The Service may offer various subscription plans (e.g. based on number of vehicles or features) on a monthly or annual billing cycle. Customer will select a plan during sign-up or ordering, and will provide a valid payment method (such as a credit card or other accepted payment instrument) for fee charges. Fees will be charged to Customer by Company directly. For monthly subscriptions, fees are typically charged monthly in advance; for annual subscriptions, fees are charged annually in advance, often at a discounted rate in exchange for the longer commitment. By entering this Agreement and providing payment information, Customer authorizes Company to charge Customer’s provided payment method for the applicable subscription fees on a recurring basis according to the billing cycle (monthly or annual) until Customer cancels the subscription[14]. Company may use a third-party payment processor to collect fees; Customer agrees to comply with any relevant terms of the payment processor as well.5.2 Automatic Renewal:Subscription terms will automatically renew at the end of each billing period (i.e. monthly or annually, depending on Customer’s plan) for an additional term of the same length, unless Customer provides notice of cancellation or non-renewal before the end of the then-current term. For monthly subscriptions, Customer can cancel at any time effective the next month; for annual subscriptions, Customer should provide notice at least 30 days before the renewal date to avoid being charged for the next year[15]. Company may send a reminder or notification prior to renewal of annual plans, but it is ultimately Customer’s responsibility to cancel in time if they do not wish to renew. Upon renewal, the then-current subscription fee will be charged. Company reserves the right to adjust the fees for any renewal term, provided that Company will inform Customer of any fee increase in advance (e.g. via email or via an in-app notification) in accordance with applicable law. If Customer does not agree to a fee increase, Customer may choose to cancel the subscription at the end of the current term.5.3 Taxes: All fees are stated exclusive of any taxes, levies, or duties imposed by taxing authorities (e.g. sales tax, VAT, GST, etc.). Customer is responsible for any such taxes applicable to its subscription (other than taxes on Company’s income). If Company is required to collect taxes, those will be added to the charges and Customer agrees to pay them, unless Customer provides a valid tax-exemption certificate.5.4 No Refunds; Payment Obligations:Except as expressly provided in this Agreement, all payment obligations are non-cancelable and all fees paid are non-refundable[16]. This means that once Customer has subscribed and the Service term has begun, Customer is committed to paying the fees for the entire term, regardless of actual usage. For example, if Customer selects an annual plan and decides to stop using the Service partway through the year, Customer will not be entitled to a refund of fees for the remaining period (except in the event of Company’s material breach or as required by law). Similarly, downgrades in service level (switching to a lower tier) will generally only take effect at the next renewal and will not entitle Customer to any pro-rated refund for the current term. Customer acknowledges that once subscribed, they will be charged the subscription fees unless and until the subscription is properly canceled[14]. Company’s policy is not to provide refunds or credits for partial use, or for periods where the Service was available but not used by Customer.In any case where Company does choose, at its discretion, to issue a refund or credit (for example, as a customer service gesture or pursuant to a specific service-level guarantee), such refund shall not be construed as a waiver of this general “no refunds” policy.5.5 Payment Method and Late Payments: Customer will provide accurate billing information and a current, valid payment method. Customer represents that it is authorized to use the payment method provided. If the payment method is a credit/debit card, Customer authorizes the Company (or its payment processor) to automatically charge that card for all fees due. If Customer’s payment details change (e.g., card expiration or replacement), Customer must promptly update the information to avoid payment failures. Company may use card updater services where available (e.g., network-provided updates of card numbers or expiration) to ensure continuity of billing. If a charge is declined or fails, Company may attempt to re-process it, and will notify Customer to provide an alternate payment. If fees remain unpaid past their due date, Company reserves the right to suspend access to the Service until payment is brought current. In addition, overdue amounts may accrue interest at the rate of 1% per month (or the maximum rate permitted by law, if lower) from the due date until paid. Customer will be responsible for any reasonable costs of collection for overdue amounts, such as attorneys’ fees or collection agency fees, to the extent permitted by law.5.6 Changes in Services: If during the subscription term Customer elects to upgrade the Service (for example, adding more vehicles, users, or features beyond the current plan limits), any incremental fees will be prorated for the remaining term and charged to Customer’s payment method. If Customer elects to downgrade service level (where permitted), such downgrade may only take effect at the next renewal and not mid-term (to avoid disruption or loss of data). Company will inform Customer of the effect of any change on fees before processing the change.5.7 Free Trials and Discounts: If Customer is offered a free trial or introductory discount for the Service, such trial/discount is valid only for the period specified. After the trial or discount period ends, regular fees will apply. Customer must cancel before the end of the trial period to avoid being charged if Customer does not wish to continue. Any free trial is provided “as-is” with no warranties and may be subject to additional trial terms. Company reserves the right to modify or terminate any free trial offer at any time.
6. Intellectual Property Rights
6.1 Ownership of the Service: As between Company and Customer, all rights, title, and interest in and to the Service and its underlying software, including all updates, enhancements, customizations, and all intellectual property rights therein, belong exclusively to Company and/or its licensors. The Service is protected by copyright, trade secret, and other intellectual property laws. Customer is not acquiring any ownership of the Service or the software by using it. Company reserves all rights not expressly granted to Customer under this Agreement[4]. Customer will not remove or alter any proprietary notices (e.g., copyright or trademark symbols) on the Service. The Fleethq name, logo, and all related product and service names are trademarks of Company (or its affiliates or licensors). No right or license is granted to Customer to use Company’s trademarks, except that Customer may factually state that it uses the Fleethq service.6.2 Customer Data and Materials: Customer retains ownership of all Customer Data provided by Customer into the Service, as stated in Section 2.3. Company claims no ownership of Customer’s business data, rental agreements, or customer lists. If Customer provides any logos, trademarks, or branding for use within the Service interface (for example, to customize Customer’s portal), Customer retains all ownership of such marks and grants Company a license to use them within the Service for the benefit of Customer. Customer is responsible for ensuring that it has the rights to use any third-party content or data it inputs into the Service. Company will not be responsible if Customer uploads materials (text, images, data, etc.) to the Service that Customer has no right to use.6.3 Feedback: Customer may, at its option, provide Company with feedback, comments, or suggestions regarding the Service, including ideas for improvements or new features (“Feedback”). Company shall be free to use and exploit any Feedback that Customer chooses to provide, without any restriction or obligation to Customer. Customer hereby grants Company a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate any Feedback into the Service or Company’s other products and services, without compensation to Customer[17]. Company is not obligated to implement any Feedback or to maintain the confidentiality of Feedback.6.4 Third-Party Components: The Service may include software, data, or other materials that are licensed to Company by third parties (such as open source software libraries or third-party APIs). Such components may be subject to additional terms, which are available within the Service documentation or upon request. To the extent required by the licenses of third-party open source software, the terms of those licenses (e.g., permitting Customer to obtain source code) may be provided. Customer agrees to comply with any relevant third-party terms when using the Service.
7. Confidentiality
7.1 Definition:“Confidential Information” means any non-public or proprietary information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: the Service (its software, source code, algorithms, and documentation), Company’s business and marketing plans, pricing, technology, product plans, and technical information; and Customer’s business information, Customer Data, and any personal information about Customer’s customers (renters) or employees that may be input into the Service[18][19]. All Order Forms or purchase orders and the terms of this Agreement are deemed Confidential Information of both parties. Information does not constitute Confidential Information if it: (a) is or becomes generally known to the public without breach of any obligation by the Receiving Party; (b) was known to the Receiving Party prior to disclosure without an obligation of confidentiality; (c) is received from a third party without restriction and without breach of any obligation, or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s information[20].7.2 Obligations: The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written consent[19]. The Receiving Party will use the same degree of care to protect the confidentiality of the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of similar nature, but in no event less than reasonable care[19]. Access to Confidential Information shall be limited to the Receiving Party’s employees, contractors, or advisors who need to know it for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section. The Receiving Party shall be responsible for any breach of confidentiality by its personnel or agents.7.3 Permitted Disclosure: Notwithstanding the above, neither party will be in violation of this Section for disclosing Confidential Information to the extent required by law, regulation, or court order, provided that (if legally permissible) the Receiving Party gives prompt written notice to the Disclosing Party so that it may seek a protective order or other appropriate remedy. The Receiving Party will cooperate (at the Disclosing Party’s expense) in such efforts. If disclosure is ultimately required, the Receiving Party will only disclose the minimum amount of Confidential Information legally necessary and will use reasonable efforts to obtain confidential treatment for any Information so disclosed[21].7.4 Return/Destruction: Upon termination of this Agreement (or sooner, upon request of the Disclosing Party), the Receiving Party will return or destroy all Confidential Information of the Disclosing Party in its possession or control (in whatever form), and certify such destruction or return upon request. However, the Receiving Party may retain copies of Confidential Information that are automatically stored in archival or back-up systems, or as required by law, provided that such retained information remains subject to the confidentiality obligations hereunder.7.5 Confidentiality of Customer Data: Company understands that Customer Data may include sensitive information about Customer’s business and customers. Company will treat Customer Data as Confidential Information of Customer and will not disclose it except as permitted by this Agreement or required by law. Because Customer Data may include personal information about individuals (renters, drivers, etc.), Company will handle such data in accordance with applicable privacy laws and the Company’s Privacy Policy (available separately). In the event of any unauthorized access or disclosure of personal data, Company will notify Customer in accordance with applicable data breach notification laws.7.6 Publicity: Except for the listing of Customer’s name and logo in Company’s customer list (which is permitted unless Customer requests in writing to opt out), neither party will issue any press release or public announcement regarding this Agreement or the relationship of the parties without the other party’s prior written consent. Customer agrees that while this Agreement is in effect, Company may include Customer’s name and logo in its marketing materials or website as part of a list of customers, in accordance with Customer’s standard trademark usage guidelines[22].
8. Warranties and Disclaimers
8.1 Limited Warranty by Company: Company warrants that the Service, when used in accordance with the documentation and this Agreement, will substantially perform as described. Company will use industry-standard measures designed to keep the Service free of viruses and malicious code, and to provide the Service with reasonable skill and care[23]. In the event of any material defect in the Service or a failure of the Service to perform in accordance with the foregoing warranty, Customer should notify Company with details of the issue. Company’s sole obligation, and Customer’s exclusive remedy, will be for Company to use commercially reasonable efforts to correct or provide a workaround for the issue so that the Service performs in all material respects as promised. If Company is unable to resolve a material Service performance issue within a reasonable time, Customer may terminate the affected Service and receive a prorated refund of any prepaid fees for the unused portion of the subscription term (from the date of termination)[24][25]. This limited warranty applies only during the subscription term, and any claim under it must be brought within 60 days of the problem’s first occurrence[26]. This warranty does not apply to any issues caused by misuse of the Service, third-party components, or factors outside of Company’s reasonable control.8.2 Customer’s Warranties: Customer represents and warrants that: (a) Customer has validly entered into this Agreement and has the legal power to do so; (b) Customer and its users will only upload or input data into the Service that Customer has the lawful right to use, and such Customer Data will not violate any law or infringe any rights of any third party; (c) Customer will comply with all laws and regulations applicable to Customer’s use of the Service and its rental business, as stated in Section 3.3 (including obtaining any necessary insurance, licenses, or consents); and (d) Customer’s end users and renters (if any have any access to the system or mobile app) will be bound by appropriate terms and conditions that are consistent with Customer’s obligations under this Agreement (for example, if Customer provides a renter-facing app or interface powered by the Service, Customer will ensure the renters agree to appropriate terms).Customer also warrants that it will not export or re-export the Service or any related technology in violation of applicable export laws (for example, to any sanctioned countries or prohibited end-users).8.3 Disclaimer of Warranties:Except as expressly provided in Section 8.1 above, Company makes no other warranties of any kind, and to the maximum extent permitted by law, Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise[27][28]. The Service is provided “AS IS” and “AS AVAILABLE”, with all faults. Company specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade[29]. No information or advice (whether oral or written) obtained by Customer from Company or through the Service shall create any warranty not expressly stated in this Agreement, and Customer should not rely on any such information or advice. Company does not warrant that the Service will be completely error-free or secure, or that access to the Service will be uninterrupted. Customer uses the Service at its own risk. Customer acknowledges that the Service’s performance may be subject to internet and communications networks beyond Company’s control, and that occasional downtime or interruptions may occur.8.4 Not a Legal or Business Advisor: Customer also acknowledges that Company is not in the business of providing legal, financial, or other professional advice. Any templates, documents, analytics, or suggestions provided within the Service (for example, a sample rental agreement or pricing recommendation) are for informational purposes only and not guaranteed to be accurate or suitable. Customer is solely responsible for obtaining its own professional advice and for how it runs its business. Company disclaims any warranty or liability arising from Customer’s reliance on any such information or tools provided by the Service.8.5 Specific Disclaimers – Rental Operations: Without limiting the generality of the above disclaimers, Company makes no warranty as to any results that may be obtained from use of the Service or that Customer’s rental business will achieve any particular outcome. Company is not responsible for the conduct of any renters or other third parties that interact with Customer through the Service. The Service may enable Customer to communicate with or collect information from renters (such as via a renter mobile app or online form), but Company does not screen renters or ensure their trustworthiness. All decisions regarding renting vehicles to any person are made by Customer at its own risk. Company is not responsible for any personal injury, property damage, or other liabilities or losses that may occur during a rental transaction or through the use of any vehicle managed via the Service. Those risks lie solely with Customer and its renters. Customer should ensure it has appropriate insurance coverage and risk management practices for its operations; the Service is not a substitute for proper insurance or safety protocols.8.6 Jurisdictional Caveats: Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent such law applies to Customer, some of the exclusions in this Section may not apply. In such event, however, the parties intend that the disclaimers be applied to the greatest extent permitted by applicable law.
9. Limitation of Liability
9.1 Indirect Damages:In no event will either party be liable to the other for any special, indirect, incidental, consequential, punitive, or exemplary damages, or for any loss of profits, revenues, goodwill, business opportunity, or data, arising out of or related to this Agreement or the Service, whether in contract, tort (including negligence), strict liability, or any other legal theory, and regardless of whether such party knew or had reason to know of the possibility of such damages[30]. Company shall not be liable for any compensation, reimbursement, or damages arising from (i) Customer’s inability to use the Service (for example, due to downtime or termination of this Agreement), (ii) the cost of procurement of substitute services, (iii) any investments, expenditures or commitments by Customer in connection with this Agreement or Customer’s use of the Service, or (iv) any unauthorized access to or alteration of Customer Data. The foregoing disclaimer of certain damages will apply to the fullest extent permitted by law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so certain of the above limitations may not apply to the extent disallowed by law.9.2 Cap on Liability:Except for the specific excluded matters set forth in Section 9.4 below, each party’s total cumulative liability to the other under this Agreement (including any liability of its affiliates, officers, employees, and agents) shall not exceed the total amount of fees paid (or payable) by Customer to Company in the twelve (12) months immediately prior to the event giving rise to the claim[31]. If no fees have been paid (for example, during a free trial), Company’s liability shall not exceed US $100. This liability cap is an aggregate for all claims and causes of action; multiple claims will not increase the cap. The parties agree that the pricing and terms of this Agreement reflect the allocation of risk and the limitation of liability specified herein, and that this limitation is an essential element of the basis of the bargain between the parties.9.3 Release of Certain Claims: Customer acknowledges that Company has set its fees and entered into this Agreement in reliance on the disclaimers of warranty and the limitations of liability set forth herein, and that they form an essential basis of the bargain. Customer waives any and all claims against Company that are broader than or inconsistent with those limitations, to the maximum extent permitted by law. For example, if any dispute arises about a renter’s actions or an accident involving a vehicle, Customer releases Company from any liability arising from such dispute and will not attempt to involve Company in any litigation or settlement related to such matters. Customer’s sole recourse in such cases will be against the other party to the transaction (e.g., the renter) or its own insurance.9.4 Exceptions:Nothing in this Agreement is intended to exclude or limit either party’s liability for: (a) death or personal injury caused by that party’s gross negligence or willful misconduct; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be lawfully excluded or limited. Additionally, the indemnification obligations in Section 11 are not subject to the liability cap above (meaning, for example, that if Customer must indemnify Company for a third-party claim, the amount of that third-party claim is not limited by Section 9.2)[32]. The limitations of liability may also be adjusted or not apply in the specific circumstances described elsewhere in this Agreement (for example, certain security breaches might be uncapped if explicitly stated in an applicable data protection addendum, etc.). Apart from such exceptions, the limitations and exclusions in this Section will apply to the maximum extent permitted by law, even if any limited remedy fails of its essential purpose.9.5 No Double Recovery: If a particular event or circumstance is covered by one or more provisions of this Agreement (e.g., by both a warranty remedy and an indemnity), the injured party is not entitled to duplicate recovery of the same damages. The parties intend that all remedies and limitations be cumulative to the extent permitted by law, but that no party should be unjustly enriched by collecting more than one recovery for the same harm.
10. Indemnification
10.1 Indemnity by Customer:Customer agrees to indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents (the “Company Indemnified Parties”) from and against any and all third-party claims, demands, lawsuits, investigations, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) that arise out of or relate to: (i) Customer’s use of the Service or any information or results obtained through the Service[33]; (ii) Customer Data or other content that Customer or its users submit, post, or transmit via the Service[34]; (iii) Customer’s use of any Third-Party Services or integrations in connection with the Service[35]; (iv) Customer’s violation of this Agreement or any representations or warranties given herein[36]; (v) Customer’s violation of any applicable laws or regulations in connection with its rental business or use of the Service (including, without limitation, any claims that Customer failed to obtain proper licenses, consents, or insurance, or violated privacy or consumer protection laws)[37]; or (vi) claims arising from Customer’s rental operations, including but not limited to claims by renters or other third parties for personal injury, death, property damage, or economic loss related to the rental of vehicles, the condition or use of any vehicle, or any agreements or dealings between Customer and a renter. This obligation to indemnify includes any claims arising out of the negligence or misconduct of Customer or its agents in the operation of its business.Customer’s indemnification obligations will apply even if such claims arise in part from the negligence of any Company Indemnified Party, provided that Customer shall not be required to indemnify for the Company’s sole gross negligence or willful misconduct. Company will: (a) promptly notify Customer of any claim for which indemnity is sought (provided that failure to do so only relieves Customer of its obligations to the extent it is prejudiced by the delay); (b) permit Customer to assume control of the defense and settlement of the claim, with counsel reasonably chosen by Customer; and (c) provide reasonable assistance at Customer’s expense. However, Customer shall not settle any claim in a manner that admits liability or imposes any obligation on any Company Indemnified Party without Company’s prior written consent (not to be unreasonably withheld). Company may, at its own expense, participate in the defense with counsel of its choice, but Customer will have control of the defense and settlement (subject to the above).10.2 Indemnity by Company:Company agrees to indemnify, defend, and hold harmless Customer and its officers, directors, and employees (the “Customer Indemnified Parties”) from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) that arise out of or relate to an allegation that the Service, as provided by Company to Customer under this Agreement, infringes or misappropriates a U.S. patent, copyright, or trade secret of a third party[38][39]. If such a claim arises, Company may at its option: (a) modify the Service so that it becomes non-infringing while preserving substantially equivalent functionality; (b) obtain a license for Customer to continue using the Service; or (c) if Company determines that (a) and (b) are not feasible at reasonable cost, terminate Customer’s access to the infringing part of the Service and (if Customer is not in breach) refund any prepaid fees for the unused portion of the subscription term for that part of the Service[39]. The above Company indemnity shall not apply if the infringement claim arises from (i) Customer’s misuse or modification of the Service, (ii) Customer’s combination of the Service with other products, software, or data not provided by Company (where the infringement would not have occurred but for the combination)[40], or (iii) Customer’s breach of this Agreement. Company’s obligations hereunder are conditioned on Customer (1) promptly notifying Company of the claim; (2) giving Company sole control of the defense and settlement of the claim (with the same caveat that Company may not settle in a way that imposes liability or obligations on Customer without Customer’s consent); and (3) providing assistance at Company’s expense[41][42]. This Section 10.2 states the sole and exclusive liability of Company for third-party intellectual property infringement or misappropriation claims. (Note: Many SaaS providers limit their indemnity to IP infringement claims. Company’s indemnity here is so limited.)10.3 Indemnity Process: The party seeking indemnification shall give the indemnifying party prompt written notice of any claim and cooperate (at the indemnifying party’s expense) in defending the claim. The indemnifying party will have the right to defend against the claim with counsel of its choice and to settle the claim as it deems appropriate, provided any settlement that imposes non-monetary obligations on the indemnified party or admits fault/liability on behalf of the indemnified party will require that party’s prior consent.10.4 Additional Provisions: In the event a claim is brought or threatened that alleges the Service infringes third-party rights, Company may, at its discretion, suspend Customer’s use of any allegedly infringing part of the Service (with notice to Customer) while the matter is investigated or resolved. If Company determines it is not reasonably able to modify or replace the Service or obtain the necessary license, Company may terminate this Agreement on notice to Customer and will then refund any prepaid fees covering the period after termination. Except for such refund, Company will have no additional liability. The indemnities in this Section 10 are contingent on the indemnified party not settling or making any admissions regarding such claims and providing reasonable cooperation to the indemnifying party.
11. Term and Termination
11.1 Term of Agreement: This Agreement is effective from the date Customer accepts it (or first uses the Service) and continues until all subscriptions hereunder have expired or until terminated as provided below[43]. Each subscription to the Service starts on the subscription start date (either the date Customer signs up or a mutually agreed start date in an Order Form) and continues for the subscription period (monthly or annual, etc.) chosen by Customer, renewing as described in Section 5.2 unless properly canceled. If Customer ceases use of the Service but has not formally terminated and canceled the subscription, this Agreement remains in effect through the end of the subscription term and any renewal terms.11.2 Termination for Convenience: For monthly subscriptions, Customer may terminate this Agreement (effectively canceling the Service) at any time with notice to Company, and the termination will take effect at the end of the then-current monthly billing period (no prorated refunds for the remainder of that month). For annual or other term subscriptions, unless otherwise specified, Customer may terminate effective at the end of the current term by providing at least 30 days’ advance written notice of non-renewal (as per Section 5.2). Company may decide not to renew a subscription by providing Customer notice at least 30 days before the renewal date, in which case the subscription will terminate at the end of the current term. Additionally, Company reserves the right to terminate this Agreement and/or any subscriptions for convenience if it decides to discontinue the Service or a significant part of it. In such case, Company will give Customer at least 30 days’ prior notice and will refund any prepaid fees covering the period after the termination effective date[44] (for example, if Customer had paid annually, the unused portion after termination will be refunded).11.3 Termination for Cause:Either party may terminate this Agreement (including all subscriptions) for cause if the other party materially breaches any term of the Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach from the non-breaching party[45]. For example, if Customer breaches the payment terms or violates the license/use restrictions, Company may give notice and, if not cured, terminate; similarly, if Company materially fails to provide the Service as promised and does not fix it, Customer can terminate (subject to the notice and cure period). In addition, either party may terminate immediately upon written notice if the other party (a) becomes insolvent, bankrupt, or is the subject of any proceeding relating to liquidation or assignment for the benefit of creditors (and such proceeding is not dismissed within 60 days)[46]; or (b) ceases to do business in the ordinary course. Termination for cause by Customer shall entitle Customer to a pro-rata refund of any prepaid fees for the remaining term, if Customer terminates due to Company’s uncured material breach. Termination for cause by Company (for Customer’s breach) shall not relieve Customer of the obligation to pay any fees accruing prior to termination, and no refund will be provided in such case (Company may also accelerate and declare immediately due all fees for the remaining term, as a recovery of agreed-upon charges, not a penalty).11.4 Suspension: Prior to termination, Company may suspend Customer’s access to the Service if: (i) Customer fails to pay any undisputed amounts and does not cure within ten (10) days after notice of non-payment; or (ii) Customer’s use of the Service is causing immediate operational or security risks (e.g., a hack, or use of the Service in violation of law or causing service disruptions). In case of a suspension, Company will inform Customer and attempt to resolve the issue quickly. Suspension of Service for non-payment will not excuse Customer from its payment obligations. If Customer remains in breach and fails to cure within the allowed time, Company may proceed to terminate as above.11.5 Effect of Termination: Upon expiration or termination of this Agreement for any reason, Customer’s rights to access and use the Service will immediately cease. Customer must stop using the Service and (if applicable) uninstall any locally installed software provided as part of the Service. Company will disable Customer’s accounts and access credentials as of the termination effective date. Customer Data Retrieval: Upon any termination (except for Customer’s breach where Company has the right to terminate immediately), Company will make Customer’s data available for export by Customer for a period of 30 days following the effective termination date, upon Customer’s written request[47]. Company may choose to either provide self-service data export tools or deliver a database export/file to Customer. After such 30-day period, Company has the right to delete or erase all Customer Data from the production systems related to the Service, unless legally prohibited. Company is not required to retain Customer Data beyond this period and shall not be liable for deletion of Customer Data as permitted by this Agreement. It is Customer’s responsibility to export or request its data prior to deletion.11.6 Survival: Any provision of this Agreement that by its nature should survive termination or expiration shall survive, including but not limited to: payment obligations accrued, confidentiality obligations (Section 7), warranty disclaimers (Section 8.3), limitations of liability (Section 9), indemnification (Section 10), governing law and dispute resolution (Section 12), and any miscellaneous provisions intended to survive.
12. Governing Law and Dispute Resolution
12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.12.2 Jurisdiction and Venue: The parties agree that any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in the State of Wyoming. Each party consents to the exclusive jurisdiction of such courts for the purposes of litigating any such action[49]. Each party waives any objection to the laying of venue in such courts and any claim that such courts represent an inconvenient forum. If Customer is located outside the United States, Customer expressly agrees to the jurisdiction of the Wyoming courts as stated, and nothing in any applicable foreign law shall affect this choice of Wyoming law and venue. However, the Company reserves the right to seek injunctive relief in any jurisdiction to enforce its intellectual property or protect its Confidential Information.12.3 Alternative Dispute Resolution: Before filing any lawsuit, the parties agree to attempt in good faith to resolve any dispute by at least one executive-level discussion (via phone or in person) between the parties. If that fails, the parties may mutually agree to mediation or arbitration, but in the absence of mutual agreement, either party may proceed to court as specified above. (Optional: If Company has a preference for arbitration or other dispute resolution, it would be described here. As of now, disputes will be handled in court unless separately agreed otherwise.)**12.4 Injunctive Relief: Notwithstanding the above, either party may seek interim injunctive relief or other equitable remedy in any court of competent jurisdiction to prevent immediate and irreparable harm, including but not limited to protection of intellectual property or confidential information.
13. Miscellaneous Provisions
13.1 Entire Agreement: This Agreement (including any Order Form or addenda incorporated by reference) constitutes the entire agreement between Customer and Company regarding the Service and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to its subject matter[50]. The parties acknowledge that they have not relied on any representations or warranties not explicitly stated herein. Any terms or conditions in a Customer-issued purchase order or similar document are void and of no effect, even if the order is accepted or executed, and any such document is for administrative purposes only. In case of conflict between an Order Form and this main body, the Order Form terms shall prevail for that order (unless expressly stated otherwise in the Order).13.2 Amendments: Company may update or modify the terms of this Agreement from time to time, especially for month-to-month subscriptions. In such case, Company will provide notice to Customer (by email or via the Service) of the changes at least 30 days prior to the effective date of the new terms, unless the changes are required by law to take effect sooner. If Customer objects to the updated terms, Customer may terminate the Agreement by providing written notice to Company before the new terms take effect (and Company will refund any prepaid fees for the period after termination). If the Customer continues to use the Service after the effective date of revised terms, that use constitutes acceptance of the changes. For fixed-term subscriptions (e.g., annual plans), changes will not take effect until the next renewal term, unless the parties mutually agree otherwise in writing. No amendment or modification of this Agreement will be binding unless in writing and signed or acknowledged (including via click-through acceptance) by both parties.13.3 No Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. No waiver of any term shall be effective unless it is in writing and signed by the waiving party, and no waiver of a breach shall constitute a waiver of any subsequent breach[51].13.4 Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions of the Agreement will remain in full force and effect[52]. The parties will negotiate in good faith a valid, enforceable substitute provision that most nearly effects the parties’ original intent.13.5 Assignment: Customer may not assign or transfer this Agreement (in whole or in part), or delegate any of its obligations, to any third party without Company’s prior written consent[53]. Any attempted assignment in violation of the foregoing will be null and void. Company may assign this Agreement, in whole or part, without Customer’s consent: (i) to an affiliate, or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the parties’ permitted successors and assigns.13.6 No Third-Party Beneficiaries: This Agreement is intended for the sole benefit of Company and Customer and their respective permitted successors and assigns. There are no third-party beneficiaries to this Agreement, and no third party (including Customer’s own clients or renters) shall have any rights to enforce any term of this Agreement. For clarity, renters using any Customer-provided interface to book rentals are not parties to or beneficiaries of this Agreement – their rights and obligations are between Customer and the renter under separate terms.13.7 Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between Customer and Company. Neither party has the authority to bind or act on behalf of the other in any respect.13.8 Force Majeure:Neither party will be liable for any delay or failure in performance due to events outside the reasonable control of the party, including, but not limited to, acts of God, war, terrorism, strikes, pandemic or epidemic, labor disputes, government mandates, failure of utility or telecommunications services, or other events of force majeure[54]. The affected party shall give notice to the other and make reasonable efforts to resume performance as soon as possible. However, this provision shall not excuse Customer’s payment obligations for services already rendered. If a force majeure event continues for an extended period (e.g., more than 60 days), either party may terminate the Agreement upon written notice.13.9 Export and Sanctions Compliance: Customer shall not permit users to access or use the Service in violation of any U.S. export control or economic sanctions laws. Customer represents that it is not located in, under the control of, or a national or resident of any country or region that is subject to U.S. trade sanctions (e.g., embargoed countries) and that none of its authorized users are listed on any U.S. government list of prohibited or restricted parties. Customer will not use the Service for any purpose prohibited by U.S. law, including the development of nuclear, chemical, or biological weapons.13.10 U.S. Government Users: If Customer is a U.S. Federal Government end-user, the Service is provided as a “Commercial Item” (as defined in 48 C.F.R. §2.101) and with only those rights as are provided to all other users pursuant to this Agreement.13.11 Notices: Except as otherwise specified in this Agreement, all notices, requests, or consents under this Agreement must be in writing and sent to the addresses of the parties as given in the Introduction of this Agreement (or to such other address as a party may designate in writing). Notices will be deemed given: (a) if delivered by hand, when actually delivered; (b) if sent by registered mail or courier, on the day of delivery confirmation; or (c) if sent by email, when the email is sent and a successful transmission or read receipt is obtained (or, if no receipt is obtained, when the email is sent, provided that no bounce or failure message is received and a duplicate notice is sent by another method). Notices to Customer may also be given via the administrative interface of the Service (for example, a popup or banner) or via the primary email on Customer’s account, which shall be deemed sufficient for routine notices regarding the Service.13.12 Headings and Interpretation: Headings in this Agreement are for convenience only and shall not affect interpretation[55]. Words in the singular include the plural and vice versa. The term “including” means “including without limitation.” This Agreement shall not be construed in favor of or against a party by reason of authorship (each party having had the opportunity to contribute or review). If this Agreement is translated into a language other than English and there is a conflict between the English text and the translation, the English text will govern.13.13 Counterparts & Electronic Acceptance: This Agreement may be executed in counterparts (if in a signed written form), which together will constitute one instrument. Delivery of signatures by electronic means (e.g., via PDF or an e-signature service) shall be effective. In any event, Customer’s electronic acceptance of this Agreement (by clicking “I Agree” or similar, or by using the Service after being presented with these terms) is intended to authenticate this Agreement and shall have the same force and effect as a handwritten signature. Electronic records of the Agreement and its acceptance shall be admissible in any proceeding.By entering into this Agreement, the parties acknowledge that they have read and understood the terms and agree to be bound by them. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.
