FleetOperate Terms of Service

  • Acceptance of Terms
    • FleetOperate Inc. ("FleetOperate" or "we") provides the FleetOperate Services (as defined below) to you through our website located at https://www.fleetoperate.com (the "Site"), our mobile application, and related technologies (the Site, Mobile App, and all associated features, functionalities, and technologies, collectively, the "FleetOperate Services"). All access to and use of the FleetOperate Services is subject to the terms and conditions outlined in these Terms of Service (as amended from time to time, these "Terms of Service"). By accessing, browsing, or otherwise using the Site, Mobile App, or any other aspect of the FleetOperate Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you agree that you will not access, browse, or otherwise use the FleetOperate Services. If you are entering into these Terms of Service on behalf of a company, business, or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Service, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms of Service, you must not accept these Terms of Service and may not use the FleetOperate Services.
    • FleetOperate may change these Terms of Service from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of these Terms of Service at any time at https://fleetoperate.com/terms.html. The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the FleetOperate Services after that date, your use will constitute acceptance of the revised terms and conditions. If any change to these Terms of Service is not acceptable to you, your only remedy is to stop using the FleetOperate Services and send a cancellation email to support@fleetoperate.com
    • As part of the registration process, you will establish an administrative username and password for your account (“Account”). You may use the administrative username and password to create standard user accounts, each with a user password (each, a “User”). You are responsible for maintaining the confidentiality of your password and account and are fully responsible for any and all activities that occur under your password or account. The FleetOperate Services may be accessed or used only by Users. You agree not to make the FleetOperate Services available to any person or entity other than authorized Users. You are responsible for maintaining the confidentiality of all secure login information, passwords, and other information related to Users' respective accounts at all times. You are responsible for ensuring your Users' compliance with the terms and conditions of these Terms of Service as though they were your own, and you will be responsible and liable for any User’s breach of any such terms or conditions. You agree to (a) immediately notify FleetOperate of any unauthorized use of your or a User’s password or account or any other breach of security, and (b) ensure that you and each User exits from your or their account at the end of each session when accessing the FleetOperate Services. FleetOperate will not be liable for any loss or damage arising from your or a User’s failure to comply with this section. FleetOperate reserves the right to access your account in order to respond to your requests for technical support.
    • At FleetOperate, we respect the privacy of our users. For more information, please see our Privacy Policy located at https://fleetoperate.com/privacy.html (the “Privacy Policy”). By using the FleetOperate Services, you consent to our collection, use, and disclosure of personal information and other data as outlined therein.
  • Description of Service
    • The "FleetOperate Services" include (a) the Site, (b) FleetOperate's online safety and compliance solution, which includes, but is not limited to, driver qualification files (DQF), vehicle safety, maintenance and management tools, HOS compliance review/audit, and other related features, (c) FleetOperate's dispatch software, which includes, but is not limited to, load searching, assignment, tracking and tracing of shipments, management of shipment documents, and additional dispatch functionalities, (d) FleetOperate’s risk management platform and related services, including, but not limited to, the provision of data to insurance companies and other third parties in connection with insurance applications, underwriting, brokerage, fulfillment, claims, and associated technologies, and (e) all software, data, reports, telematics data, text, images, sounds, videos, and other content (collectively referred to as the "Content") made available through any of the foregoing. For clarity, any insurance products or policies are subject to a separate agreement and are expressly not part of the FleetOperate Services or subject to these Terms of Service. Any new features added to or enhancing the FleetOperate Services are also subject to these Terms of Service. FleetOperate reserves the right to modify or discontinue, temporarily or permanently, the FleetOperate Services (or any part thereof) with or without notice. You agree that FleetOperate will not be liable to you or any third party for any modification, suspension, or discontinuance of the FleetOperate Services.
  • General Conditions/Access and Use of the FleetOperate Services
    • Subject to the terms and conditions of these Terms of Service, you may access and use the FleetOperate Services only for lawful purposes. All rights, title, and interest in and to the FleetOperate Services and its components will remain with and belong exclusively to FleetOperate. You agree to comply with any codes of conduct, policies, or other notices provided by FleetOperate or published in connection with the FleetOperate Services, and you agree to promptly notify FleetOperate if you become aware of any security breaches related to the FleetOperate Services. Additionally, you are responsible for obtaining all necessary consents from individuals whose Content is provided or made available by you in connection with the FleetOperate Services.
    • The FleetOperate Services include certain functionalities that are accessible via a mobile device, such as (i) the ability to upload content to the FleetOperate Services from a mobile device, and (ii) the ability to browse the FleetOperate Services and Site from a mobile device. Your wireless service carrier’s standard charges, data rates, and other fees may apply when you access the FleetOperate Services via a mobile device. In addition, downloading, installing, or using certain mobile services may be prohibited or restricted by your carrier, and not all mobile services may work with all carriers or devices.
    • You are solely responsible for all Content that you make available to FleetOperate by uploading, posting, publishing, or displaying it (collectively, "uploading") via the FleetOperate Services or by emailing or otherwise making such Content available to other users (collectively, "Customer Content"). Below are examples of content and uses that are prohibited or illegal under FleetOperate's policies. FleetOperate reserves the right to investigate and take legal action against any violations, including removing offending content, suspending or terminating accounts, and reporting the violator to law enforcement authorities. You agree not to use the FleetOperate Services to:
      • Email or upload any Customer Content that (i) infringes any intellectual property or other proprietary rights, (ii) you do not have the legal right to upload, (iii) contains software viruses or malicious code, (iv) poses a privacy or security risk, (v) constitutes unsolicited advertising, “spam,” or other forms of solicitation, (vi) is unlawful, abusive, defamatory, or otherwise objectionable, or (vii) is deemed objectionable or harmful by FleetOperate at its discretion;
      • interfere with or disrupt the FleetOperate Services or the servers or networks connected to the FleetOperate Services;
      • violate any applicable local, state, national, or international law or regulation;
      • impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity;
      • solicit personal information from anyone under the age of 18;
      • harvest or collect contact information from other users for the purpose of sending unsolicited communications;
      • advertise or offer to sell any goods or services without authorization from FleetOperate;
      • further any illegal activity or provide instructional information about illegal activities;
      • access any content or information by means not intentionally made available through the FleetOperate Services;
      • circumvent or disable content protections or geographic restrictions, including using virtual private networks (VPNs); or
      • engage in data mining, scraping, or other automated data gathering practices. If FleetOperate blocks your access to the FleetOperate Services (e.g., by blocking your IP address), you agree not to attempt to circumvent the block, including by using proxy IP addresses or VPNs.
    • Any software made available by FleetOperate in connection with the FleetOperate Services ("Software") contains proprietary and confidential information protected by applicable intellectual property laws. FleetOperate grants you a non-transferable, non-sublicensable, and non-exclusive right to use the Software solely in connection with the FleetOperate Services, provided that you do not (and do not allow any third party to) copy, modify, reverse engineer, or create derivative works from the Software. You agree not to access the FleetOperate Services by any means other than through the interface provided by FleetOperate. All rights not expressly granted herein are reserved, and no rights to use any trademarks of FleetOperate or third parties are granted in connection with the FleetOperate Services.
    • By posting Customer Content through the FleetOperate Services, you grant FleetOperate a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, modify, reproduce, distribute, display, publish, and perform such Customer Content (a) in connection with providing the FleetOperate Services, (b) for the improvement of FleetOperate Services and other products, and (c) to aggregate and anonymize Customer Content for FleetOperate’s business purposes. FleetOperate has the right, but not the obligation, to monitor the FleetOperate Services, including Customer Content, and may remove or disable any content at its sole discretion, including in response to claims or allegations by third parties. Notwithstanding the license granted herein, Customer retains all ownership rights to Customer Content as specified in the Data Ownership and Rights section.
    • You understand that the operation of the FleetOperate Services, including the transmission of Customer Content, may be unencrypted and involve (a) transmissions over various networks, (b) modifications to conform to technical requirements of connecting networks or devices, and (c) transmissions to and from third-party vendors. You acknowledge that you are solely responsible for securing, protecting, and backing up your Customer Content, and FleetOperate assumes no liability for unauthorized access, use, or loss of your Customer Content.
    • You are responsible for (a) obtaining and maintaining the equipment and services needed to connect to and use the FleetOperate Services, including modems, hardware, software, and network services, (b) ensuring that your equipment complies with FleetOperate’s technical specifications, (c) maintaining the security of your equipment, accounts, and passwords, and (d) providing any additional information requested by FleetOperate to deliver the FleetOperate Services.
    • Employees, contractors, or affiliates of any competing fleet management or insurance platform are not permitted to access the FleetOperate Services without express written permission from FleetOperate. By using the FleetOperate Services, you represent that you are not a competitor or acting on behalf of a competitor
    • The failure of FleetOperate to enforce any rights or provisions of these Terms of Service does not constitute a waiver of those rights. You acknowledge that these Terms of Service are a contract between you and FleetOperate, even though they are electronic and unsigned.
    • FleetOperate reserves the right to use your name and/or company name for marketing or promotional purposes on FleetOperate’s website and in other communications unless you notify FleetOperate otherwise by emailing support@fleetoperate.com.
    • FleetOperate may but has no obligation to provide technical support through email according to its standard practices.
    • Data Ownership and Rights
      • Ownership of Customer Content: Customer retains all right, title, and interest in and to all Customer Content provided to or processed through the FleetOperate Services, including but not limited to:
        • Company and personnel information
        • Driver qualification files and records
        • Vehicle and fleet data
        • Operational and transaction records
        • Business operational data
        • Any other data uploaded or generated by Customer through use of the Services
      • License to Customer Content: While Customer retains ownership of Customer Content, Customer grants FleetOperate licenses as specified in the License Grant section solely for:
        • Providing and improving the FleetOperate Services
        • Creating aggregated, anonymized data analytics
        • Complying with legal and regulatory requirements
        • Purposes expressly authorized by Customer in writing
      • Derived Data: FleetOperate owns any derivative works, analytics, or insights created from Customer Content, provided that such derivative works:
        • Do not contain identifiable Customer Content
        • Cannot be reverse engineered to recreate Customer Content
        • Are sufficiently aggregated to prevent identification of specific customers
      • Data Return and Deletion: 
        • Upon written request or service termination, FleetOperate will provide Customer with a copy of all Customer Content in a standard machine-readable format within 90 days
        • After data return, FleetOperate will delete Customer Content except as required by law or for legitimate business purposes
        • Customer may request one data export per quarter at no charge
        • Additional exports may incur reasonable administrative fees
    • End-client Data Management
      • Authorization Requirements When using FleetOperate Services to store, process, or manage data relating to your end-clients (including but not limited to carriers, trucking companies, drivers, owner-operators, or other transportation industry participants) ("End-Client Data"), you represent and warrant that:
        • You have obtained all necessary authorizations, consents, and permissions from your end-clients to:
          • Store their regulatory compliance data, driver qualification files, and related documentation on the FleetOperate platform
          • Process their transportation safety and compliance information using FleetOperate Services
          • Share their operational and compliance data with FleetOperate as a service provider
          • Allow FleetOperate to process their data as described in our Privacy Policy.
        • Your authorization from end-clients includes, at minimum:
          • Written documentation of consent (electronic or physical)
          • Clear disclosure of FleetOperate's role as a compliance and fleet management platform
          • Description of how their compliance and operational data will be used and stored
          • Acknowledgment of data sharing with FleetOperate
          • Duration of the authorization
      • Your Responsibilities When managing End-Client Data, you must:
        • Maintain accurate records of all authorizations and driver qualification files
        • Promptly update or remove End-Client Data when requested by end-clients
        • Notify FleetOperate immediately if any end-client withdraws their consent
        • Ensure your service agreements with end-clients cover the use of FleetOperate Services
        • Handle all direct communications with your end-clients regarding their compliance data
        • Obtain additional consent if the scope of data processing changes
        • Ensure compliance with all applicable transportation safety and privacy regulations.
      • End-client Rights You acknowledge that:
        • Your end-clients retain all rights to their compliance and operational information
        • You must facilitate end-client requests regarding their data, including:
          • Access to compliance documentation
          • Correction of driver and vehicle records
          • Deletion of outdated or incorrect information
          • Transfer of compliance records
        • You are responsible for managing end-client data privacy preferences
        • You must honor end-client data modification requests promptly.
      • Data Protection You agree to:
        • Only upload End-Client Data for legitimate compliance and fleet management purposes
        • Implement appropriate security measures to protect sensitive transportation data
        • Limit access to driver qualification files and compliance records to authorized personnel only
        • Report any unauthorized access or data breaches immediately
        • Cooperate with FleetOperate in addressing any data protection concerns
      • Indemnification You agree to indemnify and hold FleetOperate harmless from:
        • Any claims by your end-clients regarding unauthorized use of compliance data
        • Damages resulting from inaccurate or unauthorized compliance records
        • Legal costs arising from end-client data disputes
        • Regulatory penalties related to transportation compliance data handling
        • Any other liabilities arising from your management of End-Client Data.
      • Termination Upon termination of services:
        • You remain responsible for notifying your end-clients
        • You must ensure proper transfer of all compliance records and driver qualification files
        • You maintain obligations regarding previously stored compliance data
        • You must provide FleetOperate with written confirmation of proper data handling.
      • Compliance Verification FleetOperate reserves the right to:
        • Audit your compliance with these requirements
        • Request copies of end-client authorizations
        • Suspend services if compliance cannot be verified
        • Terminate services for material non-compliance.
  • Intellectual Property Rights
    • You acknowledge and agree that the FleetOperate Services may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by FleetOperate, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the FleetOperate Services or the Service Content, in whole or in part, except that this restriction does not apply to your own Customer Content that you upload to or make available through the FleetOperate Services in accordance with these Terms of Service. Any use of the FleetOperate Services or the Service Content other than as specifically authorized in these Terms of Service is strictly prohibited.
    • The FleetOperate name and logos are trademarks and service marks of FleetOperate (collectively, the “FleetOperate Trademarks”). Other company, product, and service names and logos displayed via the FleetOperate Services may be trademarks or service marks of their respective owners, who may or may not endorse, affiliate with, or be connected to FleetOperate. Nothing in these Terms of Service or the FleetOperate Services should be interpreted as granting, by implication, estoppel, or otherwise, any license or right to use any FleetOperate Trademarks displayed on the FleetOperate Services without prior written permission from FleetOperate in each instance. All goodwill generated from the use of FleetOperate Trademarks will inure solely to FleetOperate’s benefit.
    • Under no circumstances will FleetOperate be liable for any content or materials provided by third parties (including users), including any errors or omissions in such content or materials, or any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that FleetOperate does not pre-screen content, but that FleetOperate and its designees will have the right (but not the obligation), in their sole discretion, to refuse or remove any content that is available via the FleetOperate Services. Without limiting the foregoing, FleetOperate and its designees will have the right to remove any content that violates these Terms of Service or is deemed by FleetOperate, in its sole discretion, to be objectionable. You agree that you must evaluate and assume all risks associated with the use of any content, including any reliance on its accuracy, completeness, or usefulness.
    • You hereby authorize FleetOperate and its third-party service providers to collect and derive statistical and usage data related to your use of the FleetOperate Services (“Usage Data”). FleetOperate may use this Usage Data for any purpose, in compliance with applicable law and its Privacy Policy.
    • Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the FleetOperate Services ("Submissions") that you provide to FleetOperate are non-confidential, and FleetOperate is entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
    • You acknowledge and agree that FleetOperate may preserve your Customer Content and may also disclose Customer Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal processes, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of FleetOperate, its users, or the public. You understand that the technical processing and transmission of the FleetOperate Services, including your Customer Content, may involve (i) transmissions over various networks, and (ii) modifications to conform and adapt to the technical requirements of connecting networks or devices.
  • Third-Party Services and Websites
    • The FleetOperate Services may include links or provide access to services, websites, technologies, or resources offered by third parties (the “Third-Party Services”). Your access to and use of these Third-Party Services may be subject to additional terms and conditions, privacy policies, or other agreements imposed by the respective third parties, and you may need to authenticate or create separate accounts to use these Third-Party Services via their respective platforms. If you choose to engage with Third-Party Services, we may share your information with them, and in some cases, the Third-Party Services may provide us access to information that you have shared with them. We will handle such information in accordance with our Privacy Policy.
    • FleetOperate has no control over, and is not responsible for, the Third-Party Services, including but not limited to their accuracy, availability, reliability, or completeness. We are not liable for the information shared by or accessed through Third-Party Services, the exchange of information between you and these third parties, or the privacy practices of the Third-Party Services. We strongly encourage you to review the privacy policies of any third-party providers before using their services. You are solely responsible for any costs or charges incurred through your use of the Third-Party Services.
    • FleetOperate provides access to these Third-Party Services merely as a convenience, and their inclusion or integration into the FleetOperate Services does not imply an endorsement or recommendation by FleetOperate. Any dealings you have with third parties while using the FleetOperate Services are solely between you and the respective third party. FleetOperate will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance on, any Third-Party Services.
    • By entering into these Terms of Service, you hereby expressly authorize and grant FleetOperate the right to (a) engage and integrate with third-party service providers that are necessary for or beneficial to the delivery of the FleetOperate Services you have subscribed to, (b) share Customer Content and other relevant information with such third-party service providers to the extent required for service delivery and operation, and (c) enter into agreements with such third-party service providers on your behalf where necessary. Such authorization shall be deemed an essential condition for the provision of FleetOperate Services.
  • Representations and Warranties
    • You represent and warrant to FleetOperate that: (a) you have the full authority and capacity to enter into these Terms of Service; (b) you own all Customer Content or have obtained all necessary consents, permissions, releases, rights, or licenses required to engage in your posting and other activities in connection with the FleetOperate Services (and to allow FleetOperate to perform its obligations and exercise its rights under these Terms of Service) without needing to obtain any further consents or releases; (c) the Customer Content and your activities related to the FleetOperate Services, as well as FleetOperate’s exercise of the rights and licenses granted by you herein, do not and will not infringe upon, misappropriate, or violate any third party’s copyrights, trademarks, rights of privacy or publicity, or other personal or proprietary rights, and the Customer Content does not contain any material that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive, or harassing; and (d) you are at least eighteen (18) years of age or older.
  • Termination
    • You have the right to terminate your account at any time by ceasing use of the FleetOperate Services. Subject to earlier termination as outlined below, FleetOperate may terminate your account at any time by providing thirty (30) days' notice to the administrative email address associated with your account. Additionally, FleetOperate reserves the right to terminate your account with thirty (30) days' notice if you breach any of the terms or conditions set forth in these Terms of Service. FleetOperate also reserves the right to modify or discontinue, temporarily or permanently, the FleetOperate Services (or any part thereof) at its sole discretion. Upon termination of your account, any Customer Content stored on the FleetOperate Services may be permanently deleted by FleetOperate, at its sole discretion. However, FleetOperate's rights under Sections 4, 6, 7, 8, 9, 10 and 11 of these Terms of Service will remain in effect and will not be diminished, forfeited, or terminated as a result of any account termination.
  • Disclaimers
    • FleetOperate Inc. is not a law firm and does not provide legal advice. All information contained on FleetOperate’s website, mobile application, or any other content is provided for informational purposes only and should not be construed as legal advice on any subject matter. FleetOperate customers and users must direct any questions regarding legal issues, legislative updates, or compliance matters to their legal counsel.
    • While FleetOperate strives to keep all information on its platform accurate and up-to-date, the materials provided may not reflect the most current legal or regulatory developments. FleetOperate makes no guarantees as to the completeness or accuracy of the information provided. The interpretation of laws and regulations referenced on this platform is subject to change, and FleetOperate disclaims any and all liability for actions taken or not taken based on the contents of the website, mobile application, or any other content published by FleetOperate.
    • The FleetOperate Services may occasionally be unavailable due to scheduled maintenance or unforeseen issues, whether by FleetOperate or third-party providers, or due to causes beyond our reasonable control. FleetOperate does not warrant that the FleetOperate Services will be uninterrupted, timely, secure, error-free, or free from viruses or other harmful components. FleetOperate further does not warrant that any defects or errors will be corrected, or that the website, its servers, or any communications sent from FleetOperate are free of viruses or harmful components.
    • NOTWITHSTANDING ANYTHING CONTAINED HEREIN, THE FLEETOPERATE SERVICES, INCLUDING THE SITE, MOBILE APPLICATION, CONTENT, AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. FLEETOPERATE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO INFORMATION, ADVICE, OR SERVICES OBTAINED BY YOU FROM FLEETOPERATE OR THROUGH THE FLEETOPERATE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
    • FleetOperate does not warrant that the information available through its platform will be error-free or continuously available, nor does it warrant that the information provided will meet your specific requirements or expectations. Customers and users are encouraged to seek professional legal or business counsel before acting or refraining from acting based on any information provided through the FleetOperate platform. FleetOperate assumes no responsibility for any actions or decisions made based on materials published on its platform, including but not limited to blog posts, webinars, videos, or any other content.
    • To the fullest extent permitted by law, FleetOperate shall not be liable for any injury, loss, claim, or damage, nor any indirect, special, incidental, or consequential damages of any kind, whether based in contract, tort, strict liability, or otherwise, arising out of (a) the use of, or inability to use, the FleetOperate website, mobile application, or any content found on them, or (b) unless resulting from FleetOperate’s gross negligence or intentional actions, the unauthorized access to or alteration of your transmissions or data, even if FleetOperate has been advised of the possibility of such damages. FleetOperate makes no representations or warranties regarding the accuracy or completeness of the content on its website or mobile application or the operation or functionality of its servers or platform.
    • FleetOperate may terminate or suspend your account and bar access to the FleetOperate Services immediately, without prior notice or liability, at its sole discretion, for any reason, including but not limited to a breach of these Terms of Service. Termination under this section pertains solely to your use of the FleetOperate website and access to your account. Any termination or cancellation of other FleetOperate services, such as insurance policies, factoring services, or contractual obligations, will be governed by the applicable service agreement and relevant laws. If you wish to terminate your use of the FleetOperate website, you may simply discontinue using it. All provisions of these Terms of Service that should survive termination, including without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability, will remain in effect.
    • Our services may contain links to third-party websites and services, such as ELD/telematics vendors or other providers. These links are provided for convenience only and are not an endorsement of the third party, nor do we control their content, policies, or practices. FleetOperate is not responsible for any actions, content, or services offered by these third parties.
    • Security Disclaimer: FleetOperate employs technical, organizational, and physical safeguards designed to protect the personal information we collect. However, no security measures are failsafe, and we cannot guarantee the security of your personal information. Your use of this website and any information you transmit is at your own risk.
    • By accessing or using FleetOperate’s website, mobile application, or any related content, you acknowledge and agree to be bound by this disclaimer, the website’s Terms of Service, and Privacy Policy.
  • Limitation of Liability
    • UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL FLEETOPERATE, OR PROVIDERS OF THIRD-PARTY SERVICES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) ANY DIRECT DAMAGES, COSTS, LOSSES, OR LIABILITIES IN EXCESS OF THE FEES, PREMIUMS, OR COMMISSIONS ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO YOUR CLAIM, OR, IF NO FEES, PREMIUMS, OR COMMISSIONS APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THIS SECTION SETS FORTH THE RISK ALLOCATION UNDER THESE TERMS OF SERVICE BETWEEN THE PARTIES, AND THESE LIMITATIONS WERE CONSIDERED WHEN THE PARTIES DECIDED TO ENTER INTO THIS AGREEMENT.
    • NOTWITHSTANDING ANYTHING CONTAINED HEREIN, IN NO EVENT SHALL FLEETOPERATE BE RESPONSIBLE OR LIABLE FOR ANY FAILURE OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER THAT IS CAUSED, DIRECTLY OR INDIRECTLY, BY FORCES BEYOND ITS CONTROL, INCLUDING, BUT NOT LIMITED TO, STRIKES, WORK STOPPAGES, ACCIDENTS, ACTS OF WAR OR TERRORISM, CIVIL OR MILITARY DISTURBANCES, NATURAL CATASTROPHES, ACTS OF GOD, OR INTERRUPTIONS OR MALFUNCTIONS IN UTILITIES, COMMUNICATIONS, OR COMPUTER SERVICES (INCLUDING BUT NOT LIMITED TO RANSOMWARE, DISTRIBUTED DENIAL OF SERVICES, AND MALWARE). FLEETOPERATE WILL USE COMMERCIALLY REASONABLE EFFORTS TO RESUME PERFORMANCE AS SOON AS PRACTICABLE UNDER THE CIRCUMSTANCES.
    • SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, FLEETOPERATE’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  • Indemnification
    • You agree to defend, indemnify, and hold harmless FleetOperate, its affiliates, and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “FleetOperate Parties”) from any and all losses, damages, expenses (including reasonable attorneys' fees), claims, rights, actions of any kind, and injuries (including death) arising out of or related to your access and use of the FleetOperate Services, Customer Content, your connection to the FleetOperate Services, your violation of these Terms of Service, or your violation of any third-party rights. Notwithstanding the foregoing, you will not be obligated to indemnify or hold harmless any FleetOperate Party for any liability, losses, damages, or expenses that arise directly as a result of gross negligence or willful misconduct by such FleetOperate Party. FleetOperate will provide you with notice of any such claim, suit, or proceeding. FleetOperate reserves the right to assume the exclusive defense and control of any matter subject to indemnification under this section, and you agree to cooperate with any reasonable requests to assist in the defense of such matters. You may not settle or compromise any claim against the FleetOperate Parties without FleetOperate’s prior written consent.
    • If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in their favor at the time of executing the release and that, if known by them, would have materially affected their settlement with the debtor or releasing party." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
  • Confidentiality, Non-Disparagement and Business Protection
    • Confidential Information "Confidential Information" means any non-public information disclosed by FleetOperate to you, including but not limited to: (a) business processes, methods, and practices; (b) technical specifications and platform architecture; (c) pricing, customer lists, and business strategies; (d) personal information of FleetOperate's employees, directors, or officers; (e) any other information designated as confidential by FleetOperate.
    • Confidentiality Obligations You agree to: (a) maintain the confidentiality of all Confidential Information; (b) use Confidential Information solely for the purpose of using the FleetOperate Services; (c) not disclose Confidential Information to any third party without FleetOperate's prior written consent; (d) protect Confidential Information with at least the same degree of care used to protect your own confidential information.
    • Duration of Confidentiality Obligations The confidentiality obligations under this section shall: (a) remain in effect during your use of FleetOperate Services; (b) continue for a period of thirty-six (36) months following termination of your account or access to FleetOperate Services; (c) survive any termination or expiration of this Agreement.
    • Non-Disparagement You agree that during your use of FleetOperate Services and for thirty-six (36) months thereafter, you will not: (a) make any derogatory, critical, or negative statements about FleetOperate or any of its directors, officers, employees, or agents; (b) publish or post any disparaging content about FleetOperate on any social media platform, website, or other public forum; (c) take any action that may interfere with, impede, or impair the re
    • Personal Information Protection You agree not to: (a) disclose or publish personal contact information of FleetOperate's employees, directors, or officers; (b) encourage or facilitate direct contact with FleetOperate personnel outside established support channels; (c) use personal information of FleetOperate personnel for any purpose not directly related to the FleetOperate Services.
    • Remedies You acknowledge that: (a) a breach of these confidentiality or non-disparagement obligations would cause irreparable harm to FleetOperate; (b) monetary damages alone would be inadequate to compensate for such breach; (c) FleetOperate shall be entitled to seek injunctive relief, specific performance, and other equitable remedies for any breach or threatened breach; (d) these remedies are in addition to any other remedies available at law or in equity.
    • Exceptions The confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of your own; (b) was rightfully known to you before receipt from FleetOperate; (c) is rightfully obtained from a third party without breach of any obligation to FleetOperate; (d) is required to be disclosed by law, provided that you give FleetOperate prior written notice and cooperate in seeking confidential treatment.
  • General Provisions
    • You may not assign these Terms of Service without the prior written consent of FleetOperate, but FleetOperate may assign or transfer these Terms of Service, in whole or in part, without restriction. If any provision of these Terms of Service is determined to be unenforceable or invalid, that provision will be limited or removed only to the extent necessary to ensure that the remaining provisions of these Terms of Service continue in full force and effect. Both parties agree that these Terms of Service constitute the complete and exclusive understanding between the parties and supersede all previous written or oral agreements, communications, and other understandings related to the subject matter of these Terms of Service. Any waivers or modifications to these Terms of Service must be made in writing and signed by both parties, except as otherwise stated herein.
    • These Terms of Service do not create an agency, partnership, joint venture, or employment relationship between the parties, and you do not have any authority to bind FleetOperate in any manner. In any action or proceeding to enforce rights under these Terms of Service, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees.
  • Compliance with Laws
    • FleetOperate Inc. is headquartered in Canada, and the FleetOperate Services are designed for users primarily located in Canada and the United States. As a user, you represent and warrant that you are not located in any jurisdiction where the use of FleetOperate Services is prohibited. If you access FleetOperate Services from outside of Canada or the United States, you do so at your own risk and are solely responsible for complying with the local laws and regulations of your jurisdiction. For users located in the United States, you further represent and warrant that: (i) you are not located in a country subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist-supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
    • Users agree that they will comply at all times with all applicable federal, state, provincial, territorial, municipal, and local laws, ordinances, regulations, rules, by-laws, and orders that govern their business operations and the use of FleetOperate Services, as well as this Agreement and its performance. Without limiting the foregoing, users must obtain and maintain, at their own expense, all necessary certifications, licenses, credentials, authorizations, consents, and permits required for their business operations, as they relate to the use of FleetOperate Services. Users must also comply with all applicable regulations and orders issued by any relevant governmental or supervisory authority, and adhere to all employee-related laws, rules, and regulations, including those related to wages, working hours, collective bargaining, occupational health and safety, hazardous materials, employment standards, pay equity, discrimination, workers' compensation, and unfair labor practices.
  • Governing Law and Jurisdiction
    • The FleetOperate Services, including the Site, Mobile App, and this Agreement, are governed by and construed in accordance with the laws of the province of Manitoba and the federal laws of Canada applicable therein, without regard to any choice of law, conflict of law provisions, principles, or rules (whether from the laws of Manitoba or any other jurisdiction), and regardless of your domicile, residence, or physical location.
    • Any legal action or proceeding arising out of or relating to the FleetOperate Services or this Agreement must be initiated in the courts of the province of Manitoba, and each party irrevocably consents to the exclusive jurisdiction of such courts for any such action or proceeding. You also waive any objections to the jurisdiction or venue of such courts in any such matters.
  • Consent to Electronic Communication
    • When you use the FleetOperate Services or send email or text messages to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email, text messages or by posting notices on the Site or Mobile App. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically, satisfy any legal requirement that such communications be in writing and/or signed.
  • Waiver
    • No failure by FleetOperate to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver by FleetOperate thereof. No single or partial exercise of any right, remedy, power or privilege by FleetOperate hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege by FleetOperate.
    • As a User, you agree to waive any right you may have to: (a) a trial by jury; and (b) commence or participate in any class action against FleetOperate related to your use of the FleetOperate Services, the exchange of electronic documents between us or this Agreement and, where, applicable, you also agree to opt out of any class proceedings against us.
  • Survival
    • Any provision of this Agreement that must survive to fulfill its essential purpose (whether expressly stated as such or not) and any obligation you have to pay fees incurred before termination will survive the termination of this Agreement.
  • Severability
    • If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  • Entire Agreement
    • This Agreement, together with the Privacy Policy and, if applicable, any Master Services Agreement between you and FleetOperate, constitute the complete agreement regarding the FleetOperate Services. In cases where you have entered into a Master Services Agreement with FleetOperate, in the event of any conflict between this Agreement and such Master Services Agreement, the terms of the Master Services Agreement shall prevail.
  • Contact Information
    • If you have any questions about this Agreement, or the FleetOperate Services generally, please contact us at:
      Corporate/ Business Name: FleetOperate Inc.
      Address: 201 Portage Ave, 18th floor, Winnipeg, MB R3B 3K6, Canada
      Email address: info@fleetoperate.com
      Last Revised: November 29, 2024