Last updated: March 20, 2026
Subject to the terms of this Agreement and payment of applicable fees, FleetLeet grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term solely for Customer's internal business operations.
Customer is responsible for maintaining the confidentiality of all user account credentials and for all activity occurring under its accounts. Customer shall ensure that each Authorized User account is used only by the individual to whom it is assigned and shall immediately notify FleetLeet of any unauthorized access to or use of any account.
Customer shall not and shall not permit any third party to:
FleetLeet shall use commercially reasonable efforts to make the Platform available 99.5% of the time, excluding scheduled maintenance windows. FleetLeet will provide reasonable advance notice of scheduled maintenance. FleetLeet shall not be liable for any failure to meet availability targets to the extent caused by factors outside FleetLeet's reasonable control, including Customer's acts or omissions, third-party services, or force majeure events described in Section 11.5.
FleetLeet may suspend Customer's access to the Platform, in whole or in part, if FleetLeet reasonably believes that Customer's use poses a security risk, could adversely impact operations, violates applicable law, or materially violates this Agreement. FleetLeet shall use commercially reasonable efforts to provide notice and an opportunity to cure before suspension when practicable, except where immediate suspension is necessary to prevent harm.
Customer's use of the Platform under any evaluation, pilot, or trial arrangement shall be governed by a separate Pilot and Evaluation Agreement. In the event of any conflict between such agreement and this Agreement during the pilot or evaluation period, the terms of the Pilot and Evaluation Agreement shall control. Upon conversion from a pilot or evaluation arrangement to a paid subscription, this Agreement shall govern the ongoing subscription relationship.
As between FleetLeet and Customer, Customer retains all right, title, and interest in and to Customer Data. FleetLeet acquires no rights in Customer Data except as expressly set forth in this Agreement.
Customer grants FleetLeet a non-exclusive, worldwide license to use, copy, store, transmit, and display Customer Data solely to the extent necessary to provide and improve the Platform and related support. Customer represents and warrants that it has all necessary rights and consents to provide Customer Data to FleetLeet and to grant the foregoing license.
FleetLeet may collect and use aggregated, anonymized, or de-identified data derived from Customer's use of the Platform ("Aggregated Data") for any lawful purpose, including product improvement, analytics, and benchmarking purposes, provided that such data does not identify Customer or any individual. As between the Parties, FleetLeet shall own all right, title, and interest in Aggregated Data, to the maximum extent permitted by law.
FleetLeet shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, disclosure, or use.
Upon Customer's written request made within thirty (30) days following termination or expiration of this Agreement, FleetLeet shall make Customer Data available for export in a standard machine-readable format. After such 30-day period, FleetLeet may delete Customer Data in accordance with its standard data retention policies.
FleetLeet's collection and use of personal information is governed by the FleetLeet Privacy Policy, which is incorporated herein by reference.
Customer shall pay all fees specified in the applicable Order Form, including subscription fees and any one-time onboarding fees. Unless otherwise stated, fees are quoted in U.S. Dollars and are non-refundable.
Invoices are due and payable within thirty (30) days of invoice date, unless otherwise specified in the Order Form. FleetLeet may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Customer shall reimburse FleetLeet for all reasonable costs of collection, including attorneys' fees and collection agency fees, incurred in collecting overdue amounts.
All fees are exclusive of taxes. Customer shall be responsible for all applicable sales, use, VAT, and similar taxes, excluding taxes based on FleetLeet's net income.
FleetLeet may adjust fees upon renewal by providing at least sixty (60) days' prior written notice before the end of the then-current Subscription Term.
This Agreement commences on the Effective Date specified in the Order Form and continues for the Subscription Term. Unless either party provides written notice of non-renewal at least forty-five (45) days before the end of the current term, the Agreement shall automatically renew for successive periods equal to the initial Subscription Term at FleetLeet's then-current pricing.
Either party may terminate this Agreement: (a) if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) if the other party becomes insolvent, files for bankruptcy, or ceases to conduct business in the normal course.
Upon termination or expiration: (a) Customer's access to the Platform shall immediately cease; (b) each party shall, subject to Section 3.5, return or destroy all Confidential Information of the other party; and (c) Sections 1, 3.1, 3.3, 3.5, 4.2, 4.3, 6, 7, 8 (other than 8.2), 9, 10, and 11 shall survive.
"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether in written, oral, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
Each party shall: (a) use the other party's Confidential Information solely for the purposes of this Agreement; (b) not disclose such information to third parties except to employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) protect such information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.
A party may disclose Confidential Information to the extent required by law or legal process, provided that the receiving party gives prompt written notice to the other party (to the extent permitted by law) and cooperates in any effort to obtain protective treatment.
The confidentiality obligations set forth in this Section 6 shall survive termination of this Agreement and continue for a period of three (3) years following the date of disclosure of the applicable Confidential Information, or for so long as the information constitutes a trade secret under applicable law, whichever is longer.
The receiving party acknowledges and agrees that in the event of a breach or threatened breach, the disclosing party may not have an adequate remedy at law and therefore shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction without the need to post a bond or prove actual damages.
FleetLeet retains all right, title, and interest in and to the Platform, Documentation, and all related intellectual property rights, including all improvements, modifications, derivative works, and any technology or materials developed in connection with providing the Platform. No rights are granted to Customer except as expressly set forth in this Agreement. All rights not expressly granted herein are reserved by FleetLeet.
If Customer provides suggestions, enhancement requests, ideas, or other feedback regarding the Platform ("Feedback"), Customer hereby assigns to FleetLeet all right, title, and interest in and to such Feedback, including all intellectual property rights therein. To the extent such assignment is not effective, Customer grants FleetLeet a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, disclose, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose without restriction or obligation to Customer.
Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; and (b) it will comply with all applicable laws in connection with its performance under this Agreement.
FleetLeet warrants that during the Subscription Term, the Platform will perform materially in accordance with the Documentation. Customer's sole and exclusive remedy for breach of this warranty is, at FleetLeet's option, correction of the non-conformity or termination of the Agreement with a pro-rata refund of prepaid fees. Customer must report any warranty claim to FleetLeet in writing within thirty (30) days of discovering the non-conformity.
The warranty in Section 8.2 does not apply to any non-conformity caused by: (a) Customer's misuse of or unauthorized modifications to the Platform; (b) use of the Platform in combination with third-party products not approved by FleetLeet; (c) use of the Platform other than in accordance with the Documentation; or (d) any version of the Platform other than the then-current release.
Except as expressly set forth in this Section 8, the Platform is provided "as is" and FleetLeet makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. FleetLeet does not warrant that the Platform will be uninterrupted, error-free, or completely secure. FleetLeet does not warrant that the Platform will meet Customer's requirements or that all errors will be corrected. These disclaimers apply to the maximum extent permitted by applicable law.
The Platform is a business tool designed to facilitate the management and tracking of maintenance operations. The Platform is not designed, intended, or certified for use as the sole or primary basis for any decision where failure could lead to death, personal injury, or severe property damage, including decisions regarding the safety, maintenance, repair, or operation of heavy machinery, equipment, vehicles, or physical infrastructure (collectively, "Safety-Critical Decisions"). Customer acknowledges and agrees that: (a) all work instructions, maintenance schedules, inspection checklists, and other output generated by or stored in the Platform must be independently verified by qualified personnel before being relied upon or acted upon; (b) the Platform does not replace the professional judgment of trained mechanics, engineers, safety officers, or other qualified personnel; (c) Customer is solely responsible for ensuring that all maintenance and repair activities comply with applicable manufacturer specifications, industry standards, and safety regulations, regardless of any information provided by or through the Platform; and (d) FleetLeet shall have no liability for any death, personal injury, property damage, or other loss arising from Customer's or any Authorized User's reliance on Platform output without independent verification, or from the use of the Platform in connection with Safety-Critical Decisions.
Except for liabilities arising from gross negligence or willful misconduct, FleetLeet's aggregate liability under this Agreement shall not exceed the greater of: (a) the total fees actually paid by Customer during the twelve (12) month period preceding the event giving rise to the claim or (b) $500. Nothing in this Section 9.1 shall be construed to limit or exclude liability to the extent such limitation or exclusion is prohibited by applicable law with respect to claims for bodily injury or death.
In no event shall FleetLeet be liable for any indirect, incidental, special, consequential, enhanced, exemplary, or punitive damages, or damages for loss of profits, revenue, business, goodwill, reputation, data, or use, arising out of or related to this Agreement, whether in an action in contract, tort (including negligence), strict liability, or otherwise, even if such damages were foreseeable and even if FleetLeet was advised of the possibility of such damages. Nothing in this Section 9.2 shall be construed to limit or exclude liability to the extent such limitation or exclusion is prohibited by applicable law with respect to claims for bodily injury or death.
Customer acknowledges and agrees that FleetLeet has entered into this Agreement in reliance upon the limitations of liability in this Section 9 and that they form an essential basis of the bargain between the parties. The limitations of liability in this Section 9 shall apply regardless of whether any limited remedy specified in this Agreement fails of its essential purpose.
FleetLeet shall indemnify, defend, and hold harmless Customer from and against any third-party claim alleging that the Platform infringes a U.S. patent, copyright, or trade secret, provided that Customer promptly notifies FleetLeet of such claim, gives FleetLeet sole control of the defense and settlement, and provides reasonable cooperation at FleetLeet's sole expense.
FleetLeet's obligations under Section 10.1 shall not apply to the extent a claim arises from: (a) Customer Data; (b) use of the Platform in combination with products not provided by FleetLeet; (c) use outside the scope of this Agreement; (d) modifications not made or authorized by FleetLeet; or (e) Customer's failure to use an updated, non-infringing version.
If the Platform becomes subject to an IP claim, FleetLeet may: (a) procure the right for Customer to continue using the Platform; (b) modify or replace the Platform to be non-infringing; or (c) if neither is commercially practicable, terminate and refund unused prepaid fees. This states FleetLeet's entire liability for IP infringement claims.
Customer shall indemnify, defend, and hold harmless FleetLeet and its affiliates, officers, directors, employees, agents, and assigns from and against any third-party claim arising from: (a) Customer Data; (b) Customer's use of the Platform in violation of this Agreement; or (c) Customer's violation of applicable law.
Customer shall indemnify, defend, and hold harmless FleetLeet from and against any third-party claim arising from: (a) use of or reliance upon the Platform in connection with Safety-Critical Decisions; (b) Customer's failure to independently verify Platform output before acting upon it; or (c) Customer's failure to comply with applicable manufacturer specifications, industry standards, or safety regulations.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.
Any dispute arising out of this Agreement shall first be submitted to good faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved, either party may pursue binding arbitration under the rules of the American Arbitration Association, under its Commercial Arbitration Rules, in Wilmington, Delaware. The arbitration shall be conducted by a single arbitrator, and the decision shall be final and binding.
All disputes shall be resolved on an individual basis. Customer waives any right to bring or participate in any class, collective, consolidated, or representative action or arbitration. Each party irrevocably waives any right to a trial by jury in actions arising out of or relating to this Agreement.
Neither party may assign this Agreement without the other party's prior written consent, except that FleetLeet may assign this Agreement without Customer's consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
All notices shall be in writing and delivered by email (with confirmation) or certified mail to the addresses specified in the Order Form.
Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government actions, internet or cloud infrastructure outages, or denial-of-service attacks. This does not excuse Customer's payment obligations.
If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid. If modification is not possible, the provision shall be severed and shall not affect the remaining provisions.
This Agreement, together with all Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations.
This Agreement may only be amended by a written instrument signed by both parties, or by FleetLeet updating these Terms of Service with sixty (60) days' prior written notice to Customer. Continued use of the Platform after the effective date of any such update constitutes Customer's acceptance of the updated terms.
The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the parties.
This Agreement shall not be construed against either party regardless of which party is more responsible for its preparation.
This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement confers any right on any third party.
The headings in this Agreement have been inserted for purposes of convenience and reference and shall not define, limit, or extend the scope or intent of the provisions to which they pertain.
No failure or delay by a party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver of any right shall be effective only if in writing and signed by the waiving party.
This Agreement may be executed in counterparts, including by electronic signature. Each counterpart shall be deemed an original, and all counterparts together shall constitute one instrument.