Your agreement with us
These Terms of Service (the "Terms") govern your access to and use of the Fleet Service 365 platform, telematics hardware, websites, and related services (the "Services") provided by Fleet Service 365, Inc. ("FS365"). By signing an order form, clicking "I agree," or using the Services, you agree to these Terms on behalf of your organization.
If you have a separately signed Master Services Agreement (MSA) with FS365, the MSA controls in the event of a conflict.
Eligibility & accounts
To use the Services, you must be at least 18 years old and authorized to bind your organization. You are responsible for keeping your login credentials secure, and for all activity that occurs under your accounts. Notify security@fleetservice365.com immediately if you suspect unauthorized access.
You may not use the Services if FS365 has previously terminated your account, or if you are barred from receiving services under U.S. or applicable export control laws.
Subscriptions, fees & billing
Plans
The Services are offered as monthly or annual subscriptions. Plan details, included quantities, and overage rates are set out in your order form or on our Pricing page.
Billing
- Fees are charged in advance on the first day of each billing period.
- Overage and metered usage are billed in arrears.
- All amounts are in U.S. dollars unless your order form states otherwise, and exclude taxes.
- Past-due balances accrue interest at 1.5% per month or the maximum allowed by law.
Renewals & changes
Subscriptions auto-renew for the same term unless cancelled at least 30 days before the renewal date. Upgrades take effect immediately and are prorated; downgrades take effect at the next renewal.
Hardware
If you purchase or lease FS365 hardware (GPS trackers, AI dashcams, or other devices):
- Title to purchased hardware passes to you on shipment, F.O.B. our warehouse. Risk of loss passes on delivery.
- Leased hardware remains FS365 property and must be returned within 30 days of subscription termination, in working order, normal wear and tear excepted.
- Hardware comes with a limited 36-month warranty against manufacturing defects. RMA details are on the Hardware page.
- Cellular connectivity fees are included in your subscription unless your order form says otherwise.
Acceptable use
You agree not to:
- Reverse engineer, decompile, or attempt to extract source code from the Services, except to the extent expressly permitted by law.
- Resell, sublicense, or operate the Services as a service bureau without our written consent.
- Upload viruses, malware, or content that violates third-party rights.
- Use the Services for safety-critical control of vehicles or to make autonomous driving decisions — FS365 is an information system, not a control system.
- Use the Services to surveil individuals in violation of applicable privacy or labor law.
We may suspend access (with notice where reasonable) for material violations of this section.
Customer data & ownership
You retain all rights, title, and interest in the data you submit or generate through the Services ("Customer Data"). You grant FS365 a non-exclusive, worldwide license to host, process, and display Customer Data solely to provide and improve the Services for you.
FS365 may use de-identified, aggregated data derived from Customer Data to operate, secure, and benchmark the Services. Aggregated data will never identify you, your assets, or your drivers, and we will not sell it.
Our handling of personal data is governed by our Privacy Policy and, where applicable, the Data Processing Addendum.
Service levels
FS365 commits to 99.9% monthly uptime for the production platform, measured per the SLA published at fleetservice365.com/sla. Service credits are your sole and exclusive remedy for missed SLAs.
Maintenance windows are published 7 days in advance. Emergency maintenance may occur with shorter notice.
Intellectual property
FS365 owns all rights, title, and interest in the Services, including all software, models, designs, and documentation. No rights are granted to you except as expressly stated in these Terms.
Feedback you provide is non-confidential, and FS365 may use it without obligation. We will not, however, identify you as the source of feedback without your consent.
Warranties & disclaimers
FS365 warrants that the Services will perform materially in accordance with their published documentation. Except for the express warranties in these Terms, the Services are provided "as is" and "as available." FS365 disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
FS365 does not warrant that the Services will be uninterrupted, error-free, or that all defects will be corrected.
Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or loss of data.
Each party's aggregate liability arising out of or related to these Terms is capped at the greater of (a) the fees paid or payable by you to FS365 in the 12 months before the claim, or (b) US$50,000.
These limits do not apply to liability for willful misconduct, breach of confidentiality obligations, infringement of the other party's intellectual property, or amounts owed under indemnification.
Indemnification
FS365 will defend you against third-party claims that the Services, when used as authorized, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded.
You will defend FS365 against third-party claims arising from (a) your Customer Data, (b) your violation of acceptable use, or (c) your violation of law.
Indemnification is conditioned on prompt notice, sole control of defense, and reasonable cooperation. The indemnifying party may not settle a claim that imposes liability on the other party without consent.
Term & termination
These Terms are effective until terminated. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. FS365 may suspend the Services for non-payment after 10 days' notice.
On termination, your right to use the Services ends, and within 30 days FS365 will make Customer Data available for export. After 30 days, we will delete Customer Data unless retention is required by law.
Sections that by their nature should survive (including Customer Data ownership, IP, warranties, liability, indemnification, and dispute resolution) survive termination.
Governing law & dispute resolution
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. Any dispute will be resolved exclusively in the state or federal courts located in San Francisco County, California, and the parties submit to the personal jurisdiction of those courts.
Each party waives the right to a jury trial. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
General
- Entire agreement. These Terms, together with any order form, the Privacy Policy, the DPA, and the SLA, are the entire agreement between the parties.
- Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of all or substantially all of its assets.
- Force majeure. Neither party is liable for failures caused by events beyond reasonable control.
- Notices. Notices to FS365 must be sent to legal@fleetservice365.com with a copy to our HQ. Notices to you may be sent to your account email.
- Severability. If any provision is held unenforceable, the rest remains in effect.
Contact
Questions about these Terms? Email legal@fleetservice365.com