Last Updated: May 14, 2026
These Terms of Service (these “Terms”) are a binding contract between Standard Fleet, Inc., a Delaware corporation (“Standard Fleet,” “we,” “us,” or “our”), and the entity identified on an Order Form that references these Terms (the “Fleet Customer,” “Customer,” or “you”). These Terms govern Customer’s access to and use of the Standard Fleet fleet telematics and fleet management platform and services described below. These Terms do not govern use of the Standard Fleet website.
By executing an Order Form that references these Terms, by accepting these Terms through a platform click‑through mechanism, or by accessing or using the Services, Customer agrees to these Terms. If the individual accepting these Terms is acting on behalf of a Customer entity, that individual represents that the individual has authority to bind the Customer entity to these Terms, and “Customer” and “you” refer to that entity.
1.1 Document stack
Customer’s relationship with Standard Fleet is governed by three primary agreements, each of which serves a different function:
(a) the applicable Order Form, which sets forth deal‑specific commercial terms including pricing, term, fleet size, territory, Authorized Data Sources, and any customer‑specific riders;
(b) these Terms of Service, which set forth the general commercial and operational terms that apply to all Fleet Customers; and
(c) the End User License Agreement (the “EULA”), which governs consent, data use, ownership representations, and related compliance matters, and is accepted by Customer through the platform at enrollment.
These Terms incorporate by reference the applicable Order Form and the EULA. Where an Order Form identifies one or more Authorized Data Sources for which Standard Fleet has published Supplemental OEM Terms under Section 19, those Supplemental OEM Terms are incorporated by reference into this agreement as they apply to the corresponding data flows. The Privacy Policy posted at https://www.standardfleet.com/privacy-policy describes Standard Fleet’s public‑facing privacy practices and is incorporated by reference as to those practices.
1.2 Order of precedence
In the event of any conflict among the documents comprising the agreement between the parties, the following order of precedence applies:
(a) for deal‑specific commercial terms (including term length, fees, territory, fleet size, Authorized Data Sources, and customer‑specific riders): the Order Form controls, and these Terms fill any gap;
(b) for Supplemental OEM Terms applicable to a specific Authorized Data Source: the Supplemental OEM Terms control, but only as to matters within their scope and only with respect to the corresponding data flows;
(c) for general commercial and operational terms (including service scope, warranty, limitation of liability, audit rights, invoicing mechanics, and governance): these Terms control;
(d) for consent, data use, compliance obligations, ownership representations, and driver‑related mechanics: the EULA controls; and
(e) for public‑facing privacy notice and service‑provider or processor disclosures to consumers: the Privacy Policy controls as to public‑facing notice, and the EULA and these Terms control as to the contractual allocation of data‑handling obligations between Standard Fleet and Customer.
1.3 Acceptance
These Terms become effective as to Customer on the earliest of (a) the Effective Date set forth in the applicable Order Form, (b) Customer’s acceptance of these Terms through a platform click‑through mechanism, or (c) Customer’s first use of the Services.
Capitalized terms used but not defined in these Terms have the meanings given in the Order Form or the EULA. The following definitions apply throughout these Terms.
“Authorized Data Sources” means the upstream vehicle data sources identified on the applicable Order Form from which Standard Fleet provides Vehicle Data to Customer. Authorized Data Sources are added or modified in accordance with Section 11 and the renewed acknowledgment mechanic in the EULA.
“Authorized Purpose” means Customer’s use of the Services and Vehicle Data solely for fleet management activities, including vehicle health monitoring, asset tracking, driver safety monitoring, operational and regulatory compliance, route optimization, and other activities expressly related to the management of Customer’s commercial fleet operations. The Authorized Purpose does not include the uses prohibited under Section 5.2.
“Authorized User” means any individual authorized by Customer to access the Services on Customer’s behalf, including Customer’s employees, officers, directors, contractors, and agents.
“Confidential Information” has the meaning given in Section 7.
“Consumer Request” means a request from a data subject (including a Driver, consumer, or other individual whose personal information is processed through the Platform) to exercise rights under the California Consumer Privacy Act or any state comprehensive privacy law, including rights of access, correction, deletion, portability, opt‑out, and limitation of sensitive personal information processing.
“Driver” means an individual operating a vehicle enrolled by Customer in the Platform.
“Driver Consent Agreement” means the consent agreement executed by each Driver in connection with enrollment in the fleet-level driver consent pool, as further described in the EULA.
“Effective Date” means the effective date set forth in the applicable Order Form.
“Enrolled Vehicle” means a vehicle enrolled by Customer in the Platform in accordance with the EULA.
“Fees” means the fees payable by Customer to Standard Fleet as set forth in the applicable Order Form.
“Intellectual Property Rights” means all intellectual property rights worldwide, including patents, copyrights, trademarks, trade secrets, database rights, moral rights, and all other similar rights, whether registered or unregistered.
“Law” means any applicable law, rule, regulation, order, or other legal requirement.
“OEM” means an original equipment manufacturer of motor vehicles.
“Order Form” means an ordering document entered into between the parties that references these Terms.
“Personal Information” means personal information as defined under the CCPA or equivalent personal data or personally identifiable information as defined under other applicable state privacy laws.
“Platform” means the Standard Fleet fleet telematics and fleet management platform, including any associated software, application programming interfaces, dashboards, and user interfaces, as updated by Standard Fleet from time to time.
“Security Incident” means any confirmed unauthorized access to, acquisition of, disclosure of, alteration of, loss of, or destruction of Vehicle Data processed through the Platform, or any other confirmed breach of security affecting Vehicle Data.
“Services” means the Platform and any related services provided by Standard Fleet to Customer under the applicable Order Form.
“Subprocessor” means any third party engaged by Standard Fleet to process Vehicle Data in connection with the Services, including the upstream aggregators and OEMs identified as Authorized Data Sources.
“Supplemental OEM Terms” has the meaning given in Section 19.1.
“Term” has the meaning given in Section 17.1.
“Vehicle Data” means the telematics and related data collected from or about Enrolled Vehicles, including identifiers (such as vehicle identification numbers), geolocation data, telemetry (such as speed, odometer, fuel level, charge state, and diagnostic trouble codes), and other categories of data specified on the applicable Order Form or otherwise made available through the Services.
3.1 Account
Standard Fleet will provision an account (the “Account”) for Customer in accordance with the Order Form. Customer is responsible for the accuracy of the information Customer provides in connection with Account setup and is responsible for maintaining up‑to‑date contact and billing information.
3.2 Authorized Users
Customer may designate Authorized Users to access the Services on Customer’s behalf. Customer is responsible for (a) the acts and omissions of each Authorized User as if such acts or omissions were Customer’s own, (b) ensuring that each Authorized User complies with these Terms and the EULA, (c) maintaining the confidentiality of Authorized User credentials, and (d) promptly notifying Standard Fleet of any unauthorized access to the Account or compromise of Authorized User credentials.
3.3 Credentials
Customer and each Authorized User shall safeguard account credentials (including passwords, API keys, and similar authentication materials) and shall not share credentials with any person or entity other than the Authorized User to whom they were issued. Standard Fleet may disable credentials that Standard Fleet reasonably believes have been compromised.
4.1 Services
Standard Fleet provides the Services as described in the Order Form and the Platform documentation made available to Customer through the Platform. The Services may include data aggregation from Authorized Data Sources, a fleet management dashboard, reporting and analytics, and, where supported by the applicable Authorized Data Source, remote command capabilities.
4.2 Platform updates
Standard Fleet may, from time to time and without prior notice, modify, add, or remove features of the Platform, provided that no such modification will materially diminish the core functionality of the Services during the then‑current Term of the applicable Order Form. Modifications that constitute material changes to these Terms are governed by Section 18.
4.3 Availability
Standard Fleet will use commercially reasonable efforts to make the Platform available on a substantially continuous basis, subject to scheduled maintenance, emergency maintenance, and events outside Standard Fleet’s reasonable control. Standard Fleet does not warrant that the Platform will be uninterrupted, error‑free, or free from delays or defects. Any service level commitments, uptime targets, or service credits applicable to Customer will be set forth in the Order Form or a separately executed service level addendum.
4.4 Upstream dependencies
Customer acknowledges that the Services depend on Authorized Data Sources that are operated by third parties. Standard Fleet is not responsible for, and disclaims any liability arising from, interruptions, modifications, discontinuations, or data quality issues caused by an Authorized Data Source, except to the extent such issue is attributable to Standard Fleet’s gross negligence or willful misconduct.
5.1 Authorized Purpose
Customer may access and use the Services and the Vehicle Data solely for the Authorized Purpose. Any other use is prohibited unless expressly permitted in writing by Standard Fleet or in the applicable Order Form.
5.2 Prohibited uses
Customer shall not, and shall not permit any Authorized User or other third party to, use the Services or the Vehicle Data:
(a) for credit underwriting, credit decisioning, credit pricing, or credit eligibility determinations;
(b) for insurance underwriting, insurance pricing, insurance eligibility determinations, or any other insurance‑related decisioning;
(c) for targeted advertising, profiling for marketing purposes, or direct marketing to any Driver;
(d) to combine Vehicle Data with other data sources for any purpose outside the Authorized Purpose, without Standard Fleet’s prior written consent;
(e) to gather competitive intelligence against any OEM, aggregator, or other Subprocessor of Standard Fleet, whether on an individual or aggregated basis;
(f) in any manner that violates applicable Law, including privacy and consumer protection laws, employee monitoring and location tracking laws, transportation and commercial motor vehicle laws, and 28 C.F.R. Part 202 (the United States Department of Justice rule regarding access to sensitive personal data by countries of concern); or
(g) in any manner that Standard Fleet reasonably determines is inconsistent with any Authorized Data Source’s terms of service or upstream contractual restriction of which Standard Fleet has given Customer reasonable notice (including through any Supplemental OEM Terms published under Section 19).
5.3 Country of concern restriction
Customer shall not transfer, disclose, or provide access to any Vehicle Data to any country of concern, or to any covered person, in each case as defined under 28 C.F.R. Part 202 as the same may be amended from time to time.
5.4 Fleet management activities permitted under the Authorized Purpose
For clarity, and without limiting the scope of the Authorized Purpose, the following are permitted fleet management activities:
6.1 Reservation
Standard Fleet and its licensors own all right, title, and interest in and to the Platform, the Services, and all related documentation, including all Intellectual Property Rights therein. Except for the limited right to access and use the Services for the Authorized Purpose during the Term, no rights, title, or interest in or to the Platform, the Services, or any related Intellectual Property Rights are granted to Customer, whether by implication, estoppel, or otherwise.
6.2 License to Customer
Subject to Customer’s compliance with these Terms, the Order Form, and the EULA, Standard Fleet grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable right during the Term to access and use the Services and the Vehicle Data for the Authorized Purpose.
6.3 Restrictions
Customer shall not, and shall not permit any Authorized User or other third party to:
(a) sell, lease, loan, distribute, sublicense, rent, or otherwise transfer the Services or any Vehicle Data to any third party;
(b) copy, modify, adapt, translate, or create derivative works of the Services or any portion thereof;
(c) reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying structure, or underlying algorithms of the Services, except to the extent such restriction is expressly prohibited by applicable Law;
(d) use the Services or any Vehicle Data to develop, train, or improve any artificial intelligence model, machine learning model, generative model, or similar automated system, whether operated by Customer or any third party;
(e) remove, obscure, or alter any proprietary notice, trademark, or other marking on the Services or any Vehicle Data; or
(f) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party.
6.4 Feedback
If Customer or any Authorized User provides Standard Fleet with feedback, suggestions, or recommendations regarding the Services (collectively, “Feedback”), Customer grants Standard Fleet a perpetual, irrevocable, royalty‑free, worldwide license to use the Feedback for any purpose, including to develop, improve, and commercialize the Services. Standard Fleet is under no obligation to use any Feedback.
7.1 Confidential Information
“Confidential Information” means any non‑public information disclosed by one party (the “Discloser”) to the other party (the “Recipient”) in connection with these Terms that is marked or identified as confidential at the time of disclosure or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, Vehicle Data (as to which Customer is the Discloser and Standard Fleet is the Recipient), the Platform and its non‑public features (as to which Standard Fleet is the Discloser and Customer is the Recipient), pricing and other commercial terms of any Order Form, and each party’s business, financial, and technical information.
7.2 Exclusions
Confidential Information does not include information that the Recipient can demonstrate (a) is or becomes generally available to the public other than through breach of these Terms by the Recipient, (b) was known to the Recipient without a duty of confidentiality before disclosure by the Discloser, (c) was independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information, or (d) is rightfully received by the Recipient from a third party without a duty of confidentiality.
7.3 Obligations
The Recipient shall (a) use the Discloser’s Confidential Information only for purposes of performing the Recipient’s obligations and exercising the Recipient’s rights under these Terms, the Order Form, and the EULA, (b) protect the Discloser’s Confidential Information using at least the same degree of care that the Recipient uses to protect its own confidential information of like kind, and in no event less than a reasonable degree of care, and (c) not disclose the Discloser’s Confidential Information to any third party other than the Recipient’s employees, contractors, and professional advisors who have a need to know for purposes of these Terms and who are bound by confidentiality obligations at least as protective as those in this Section 7.
7.4 Required disclosure
If the Recipient is required by Law or valid legal process to disclose any of the Discloser’s Confidential Information, the Recipient shall, to the extent legally permitted, give the Discloser prompt written notice of the requirement and shall cooperate with the Discloser’s reasonable efforts to obtain a protective order or other appropriate remedy.
7.5 Survival
The obligations in this Section 7 survive termination or expiration of these Terms for a period of five (5) years, except that obligations with respect to trade secrets survive for so long as the information remains a trade secret under applicable Law.
8.1 Law compliance
Customer shall comply with all Laws applicable to Customer’s use of the Services and the Vehicle Data, including, without limitation, (a) state and federal privacy and consumer protection laws, (b) employee monitoring, location tracking, and electronic surveillance laws in each jurisdiction where Customer operates Drivers, (c) transportation and commercial motor vehicle laws, (d) 28 C.F.R. Part 202 regarding access to sensitive personal data by countries of concern, and (e) state‑specific consumer protection laws.
8.2 Driver notice and consent
Customer shall provide all notices and obtain all consents required under applicable Law for the collection, processing, and transmission of Vehicle Data relating to Drivers and other vehicle occupants, including without limitation any notices and consents required under applicable employee monitoring, location tracking, tracking device installation, and electronic surveillance laws in each jurisdiction where Customer operates Drivers. By way of example and without limitation, New Jersey Revised Statutes Section 34:6B‑22 requires Customer, as employer, to provide written notice to employees before using a tracking device in a vehicle used by the employee. Customer acknowledges that Standard Fleet does not independently verify Customer’s compliance with such requirements and may rely on Customer’s representations and warranties in the EULA and under this Section 8.2.
8.3 Cooperation with Consumer Requests
Customer shall cooperate with Standard Fleet in a commercially reasonable manner to respond to Consumer Requests relating to Vehicle Data, including by providing Standard Fleet with information reasonably necessary to verify the identity of the requesting individual, locate responsive data, and fulfill the request within the response windows required under applicable Law.
8.4 Flow‑down to Authorized Users
Customer shall ensure that each Authorized User complies with the obligations set forth in these Terms as if such Authorized User were a party to these Terms, and Customer is responsible for any breach by an Authorized User.
8.5 State‑specific enrollment restrictions
Customer acknowledges and agrees that certain jurisdictions impose additional enrollment restrictions as set forth in Section 10 of the EULA, and Customer shall comply with those restrictions.
8.6 Incident notification by Customer
Customer shall notify Standard Fleet of any Security Incident, any suspected Security Incident, or any other unauthorized access to or disclosure of Vehicle Data of which Customer becomes aware, in each case without undue delay and in any event within seventy‑two (72) hours of Customer’s discovery of the incident. Additional incident notification obligations may apply under Supplemental OEM Terms applicable to a specific Authorized Data Source. Standard Fleet will identify any such additional obligations in the Supplemental OEM Terms.
9.1 Role characterization
With respect to Vehicle Data and other Personal Information processed through the Platform:
(a) under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the “CCPA”), Standard Fleet processes Vehicle Data in the capacity of a “service provider” and Customer in the capacity of the “business”;
(b) under the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Oregon Consumer Privacy Act, the Texas Data Privacy and Security Act, the Delaware Personal Data Privacy Act, the Utah Consumer Privacy Act, the Iowa Consumer Data Protection Act, the Indiana Consumer Data Protection Act, the Tennessee Information Protection Act, the Montana Consumer Data Privacy Act, the Minnesota Consumer Data Privacy Act, the Maryland Online Data Privacy Act, the New Jersey Data Privacy Law, the New Hampshire Data Privacy Act, the Nebraska Data Privacy Act, the Kentucky Consumer Data Protection Act, the Rhode Island Data Transparency and Privacy Protection Act, and other substantially similar state consumer privacy laws, Standard Fleet processes Vehicle Data in the capacity of a “processor” and Customer in the capacity of a “controller”; and
(c) under any other applicable data protection Law, Standard Fleet acts in the capacity of a service provider, processor, or equivalent role, processing Vehicle Data on Customer’s instructions.
9.2 Service provider certification
Standard Fleet certifies that it understands the restrictions imposed on service providers and processors under applicable Law and shall comply with those restrictions. Specifically, Standard Fleet shall not (a) sell or share Vehicle Data within the meaning of the CCPA, (b) retain, use, or disclose Vehicle Data for any purpose other than the specific business purposes set forth in the Order Form, these Terms, and the EULA, (c) retain, use, or disclose Vehicle Data outside the direct business relationship between Standard Fleet and Customer, or (d) combine Vehicle Data with other personal information received from other sources except as expressly permitted under the CCPA and its implementing regulations.
9.3 Data Processing Addendum
Upon Customer’s written request, Standard Fleet will make available a Data Processing Addendum (a “DPA”) that restates the applicable processing obligations in a stand‑alone instrument. The DPA does not expand Standard Fleet’s substantive obligations beyond those set forth in these Terms, the EULA, and the Order Form.
9.4 Consumer Request routing
Standard Fleet acts as the primary point of contact for Consumer Requests concerning Vehicle Data processed through the Platform, as further described in the Privacy Policy. Standard Fleet will coordinate with Customer as reasonably necessary to fulfill Consumer Requests within the response windows required under applicable Law.
10.1 Security commitment
Standard Fleet shall maintain administrative, technical, and physical safeguards designed to protect Vehicle Data against unauthorized access, use, disclosure, alteration, loss, and destruction. Such safeguards shall be commensurate with industry norms for telematics and fleet management platforms of comparable scope, and shall include, at a minimum, encryption of Vehicle Data in transit and at rest, access controls, logging and monitoring, and a written information security program.
10.2 Customer security obligations
Customer shall maintain appropriate administrative, technical, and physical safeguards to protect credentials issued to Customer and Authorized Users, and shall promptly notify Standard Fleet of any compromise of such credentials or any security incident affecting Customer’s systems that may affect Vehicle Data.
10.3 Customer‑to‑Standard Fleet incident notification
The Customer‑to‑Standard Fleet incident notification obligation is set forth in Section 8.6.
10.4 Standard Fleet‑to‑Customer incident notification
Standard Fleet shall notify Customer of any Security Incident affecting Customer’s Vehicle Data without undue delay and in any event within the timeframe required under applicable Law. The notice shall describe, to the extent known at the time of notification, the nature of the incident, the categories of Vehicle Data affected, the measures Standard Fleet has taken or proposes to take in response, and a point of contact for further information.
10.5 Cooperation
The parties shall cooperate in good faith in the investigation, remediation, and notification of any Security Incident, including by coordinating any required notifications to Drivers, regulators, Authorized Data Sources, or other affected parties.
11.1 Authorization
Customer authorizes Standard Fleet to engage Subprocessors, including the Authorized Data Sources identified on the applicable Order Form, to process Vehicle Data in connection with the Services. Standard Fleet shall remain responsible for the acts and omissions of its Subprocessors to the extent arising from Standard Fleet’s engagement or management of such Subprocessors, but not for acts or omissions attributable to OEM-originated data defects, OEM system failures, upstream service interruptions, or the independent conduct of upstream data providers outside Standard Fleet’s reasonable control.
11.2 Flow‑down
Standard Fleet shall impose on each Subprocessor written obligations that are, in the aggregate, substantially similar to Standard Fleet’s obligations under these Terms with respect to the protection of Vehicle Data, including obligations regarding confidentiality, security, and purpose limitation.
11.3 OEM program expansion
Standard Fleet expects to expand the set of available Authorized Data Sources over time, including by adding additional aggregators and by activating direct integrations with OEMs. As new Authorized Data Sources become available, Standard Fleet may publish or update Supplemental OEM Terms applicable to those sources under Section 19, and will identify the new or updated terms through the Platform and the notice mechanics in Section 18.
11.4 New Subprocessors and Authorized Data Sources
Standard Fleet may add, remove, or replace Subprocessors and Authorized Data Sources from time to time. If the addition or replacement of a Subprocessor or Authorized Data Source affects the data sources from which Customer’s Enrolled Vehicles may draw Vehicle Data, Standard Fleet shall notify Customer through the Platform and, as provided in Section 6.3 of the EULA, Customer’s renewed acknowledgment is required before Enrolled Vehicles of the applicable makes draw data from the new or replaced Subprocessor or Authorized Data Source.
11.5 Customer objection
If Customer has a reasonable objection to an added or replaced Subprocessor on data protection grounds, Customer shall notify Standard Fleet within thirty (30) days of notice of the addition. The parties shall cooperate in good faith to resolve the objection. If the objection cannot be resolved and the affected Subprocessor is required for Standard Fleet to provide the Services to Customer, Customer’s sole and exclusive remedy is to terminate the applicable Order Form for convenience, with a pro rata refund of any prepaid Fees for the period following termination.
12.1 Customer cooperation with Standard Fleet audit requests
Customer shall cooperate in good faith with reasonable audit requests made by Standard Fleet that derive from audit rights or obligations imposed on Standard Fleet by any Authorized Data Source or Subprocessor. Standard Fleet shall provide Customer with reasonable advance notice of any such request, shall limit the scope of the request to the minimum necessary to satisfy the applicable upstream obligation, and shall conduct the audit in a manner designed to minimize disruption to Customer’s business. Audit requests of this kind shall occur no more than once per calendar year, except in the case of a Security Incident or other reasonable suspicion of material non‑compliance.
12.2 Customer audit rights
During the Term, Customer may audit Standard Fleet’s compliance with these Terms and the EULA, subject to the following conditions: (a) not more than once per calendar year, except in the case of a Security Incident that reasonably requires additional audit activity; (b) upon at least thirty (30) days’ advance written notice; (c) during regular business hours; (d) at Customer’s sole expense; (e) subject to confidentiality obligations at least as protective as those in Section 7; and (f) without disrupting Standard Fleet’s ordinary business operations. Customer’s audit scope is limited to Standard Fleet’s compliance with these Terms and the EULA as they relate to Customer’s Vehicle Data.
12.3 Audit alternatives
Standard Fleet may satisfy its audit cooperation obligations under this Section 12 in whole or in part by providing Customer with current third‑party attestations, certifications, or audit reports (including any SOC 2 report or similar certification), and Customer shall accept such materials in lieu of an on‑site audit where the materials reasonably address the scope of the audit request.
Standard Fleet may, from time to time, offer Customer access to beta, preview, evaluation, or experimental features of the Platform (collectively, “Beta Features”). Beta Features are provided on an “as is” and “as available” basis without any warranty, service level commitment, or indemnification, and Customer’s use of Beta Features is voluntary. Standard Fleet may modify or discontinue any Beta Feature at any time. Notwithstanding anything to the contrary in these Terms, Standard Fleet’s liability arising out of or relating to Customer’s use of Beta Features is limited to the maximum extent permitted by applicable Law, and Beta Features do not give rise to any termination right in favor of Customer.
14. Warranties and disclaimers
14.1 Limited warranty
Standard Fleet warrants that the Services will substantially conform to the functional descriptions set forth in the Platform documentation made available to Customer through the Platform. Customer’s sole and exclusive remedy, and Standard Fleet’s sole and exclusive liability, for any breach of the foregoing warranty is, at Standard Fleet’s option, (a) to use commercially reasonable efforts to correct the non‑conformity, or (b) if Standard Fleet is unable to correct the non‑conformity within a reasonable period, to terminate the applicable Order Form and refund Customer a pro rata portion of prepaid Fees for the period following termination.
14.2 Disclaimer
EXCEPT FOR THE LIMITED WARRANTY IN SECTION 14.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE PLATFORM, AND THE VEHICLE DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. STANDARD FLEET AND ITS AFFILIATES, LICENSORS, AND SUBPROCESSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. STANDARD FLEET DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR‑FREE, AND STANDARD FLEET DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY VEHICLE DATA RECEIVED FROM OR THROUGH ANY AUTHORIZED DATA SOURCE.
15.1 Exclusion of certain damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR THE VEHICLE DATA, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Cap on liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO STANDARD FLEET UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 Carve‑outs
The limitations in Sections 15.1 and 15.2 do not apply to (a) either party’s obligations under Section 16 (Indemnification), (b) either party’s breach of Section 7 (Confidentiality), (c) either party’s infringement or misappropriation of the other party’s Intellectual Property Rights, (d) Customer’s payment obligations under the applicable Order Form, or (e) either party’s gross negligence, willful misconduct, or fraud.
15.4 Essential purpose
The limitations of liability in this Section 15 apply notwithstanding any failure of essential purpose of any limited remedy.
16.1 Indemnification by Customer
Customer shall defend, indemnify, and hold harmless Standard Fleet and its affiliates, and the officers, directors, employees, and agents of each of the foregoing (the “Standard Fleet Indemnitees”), from and against any and all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to any third‑party claim (a “Claim”) arising from (a) Customer’s breach of Section 5 (Authorized Purpose and use restrictions), Section 6.3 (Restrictions), Section 8 (Fleet Customer obligations and compliance covenants), or any applicable Supplemental OEM Terms; (b) Customer’s breach of its representations and warranties in Section 13 of the EULA (ownership and authority to enroll); (c) any notice or consent that Customer failed to provide or obtain in connection with Drivers or Enrolled Vehicles; or (d) any use of the Services or Vehicle Data by Customer or any Authorized User that violates applicable Law.
16.2 Indemnification by Standard Fleet
Standard Fleet shall defend, indemnify, and hold harmless Customer and its affiliates, and the officers, directors, employees, and agents of each of the foregoing (the “Customer Indemnitees”), from and against any and all Claims arising from (a) an allegation that the Services, as provided by Standard Fleet and used by Customer in accordance with these Terms, infringe any United States patent, copyright, or trademark, or misappropriate any trade secret of a third party; or (b) Standard Fleet’s gross negligence, willful misconduct, or fraud in providing the Services.
16.3 Infringement remedies
If the Services become, or in Standard Fleet’s reasonable judgment are likely to become, the subject of a Claim described in Section 16.2(a), Standard Fleet may, at its option and expense, (a) procure the right for Customer to continue using the affected Services, (b) modify the affected Services so that they are non‑infringing, or (c) terminate the applicable Order Form and refund a pro rata portion of prepaid Fees for the period following termination. Standard Fleet shall have no obligation under Section 16.2(a) for any Claim to the extent arising from (i) modification of the Services by any person other than Standard Fleet, (ii) combination of the Services with materials not provided by Standard Fleet, (iii) use of the Services outside the Authorized Purpose, or (iv) Vehicle Data or content provided by any Authorized Data Source or other third party.
16.4 Procedure
The party seeking indemnification (the “Indemnified Party”) shall (a) promptly notify the other party (the “Indemnifying Party”) of the Claim in writing, provided that any failure or delay in giving notice does not relieve the Indemnifying Party of its obligations under this Section 16 except to the extent the Indemnifying Party is materially prejudiced thereby, (b) grant the Indemnifying Party sole control of the defense and settlement of the Claim, provided that the Indemnifying Party shall not settle any Claim in a manner that imposes any non‑monetary obligation on, or admits liability on behalf of, the Indemnified Party without the Indemnified Party’s prior written consent, and (c) provide the Indemnifying Party with reasonable assistance at the Indemnifying Party’s expense.
16.5 Sole remedy
This Section 16 states each party’s sole and exclusive remedy, and the other party’s sole and exclusive liability, for any Claim described herein.
17.1 Term
These Terms commence on the Effective Date of the first Order Form that references these Terms and continue until all Order Forms have expired or been terminated in accordance with their terms (the “Term”). The term and renewal mechanics of each Order Form are set forth in that Order Form.
17.2 Termination for material breach
Either party may terminate these Terms and any then‑outstanding Order Forms upon written notice if the other party materially breaches these Terms or any Order Form and fails to cure the breach within thirty (30) days after written notice of the breach, except that no cure period applies to a breach that is not reasonably susceptible of cure.
17.3 Termination for insolvency
Either party may terminate these Terms and any then‑outstanding Order Forms upon written notice, effective immediately, if the other party (a) files a petition in bankruptcy or has a petition in bankruptcy filed against it that is not dismissed within sixty (60) days, (b) makes a general assignment for the benefit of creditors, (c) has a receiver or trustee appointed over substantially all of its assets, or (d) ceases doing business in the ordinary course.
17.4 Change of control
Standard Fleet is not required to give Customer advance notice of any direct or indirect acquisition of, merger involving, or sale of substantially all of the assets of Standard Fleet. Standard Fleet will provide post‑closing notice of any such transaction to Customer within five (5) Business Days after closing.
17.5 Effect of termination
Upon termination or expiration of these Terms or any applicable Order Form: (a) Customer’s right to access and use the Services under that Order Form ceases; (b) each party shall promptly return or, at the disclosing party’s written election, destroy the other party’s Confidential Information in its possession, subject to any retention obligations imposed by applicable Law, upstream counterparty agreement, or legal process; (c) Customer may request, within thirty (30) days after termination, that Standard Fleet either return to Customer or delete Vehicle Data attributable to Customer’s Enrolled Vehicles, subject to any retention obligations imposed by applicable Law or upstream counterparty agreement (including the Consent Retention Period set forth in the EULA); and (d) any accrued Fees and other amounts due through the effective date of termination become immediately payable.
17.6 Survival
Sections 2 (Definitions), 6.1 (Reservation), 6.4 (Feedback), 7 (Confidentiality, subject to its internal survival period), 9 (Data and privacy roles, to the extent applicable to Vehicle Data retained post‑termination), 11.2 (Flow‑down, to the extent applicable), 14.2 (Disclaimer), 15 (Limitation of liability), 16 (Indemnification), 17.5 (Effect of termination), 17.6 (Survival), 19 (Supplemental OEM Terms, to the extent any third‑party beneficiary rights or other provisions survive by their terms), and 20 (Governance) survive termination or expiration of these Terms, along with any other provision that by its nature is intended to survive.
18.1 Updates to these Terms
Standard Fleet may update these Terms from time to time by posting an updated version at the URL where these Terms are published, with a revised Last Updated date. For updates that do not materially affect Customer’s rights or obligations, the updated Terms become effective on the date stated in the updated version (and, if no date is stated, on the date posted). For updates that materially affect Customer’s rights or obligations, Standard Fleet shall provide Customer with at least thirty (30) days’ advance notice through the Platform or by email to the notice address set forth in the Order Form, and the updated Terms become effective on the effective date stated in the notice.
18.2 Affirmative re‑acceptance for material updates
Standard Fleet may require Customer to affirmatively re‑accept these Terms in connection with any material update, including any update that (a) adds a new Subprocessor or Authorized Data Source that affects data sources applicable to Customer’s Enrolled Vehicles, (b) modifies consent mechanics or driver disclosure requirements, or (c) is required by an Authorized Data Source under a pass‑through terms mechanic. If Customer does not affirmatively accept the updated Terms within thirty (30) days following notice, Standard Fleet may suspend Customer’s access to the affected Services or, at Standard Fleet’s election, terminate the applicable Order Form.
18.3 Pass‑through terms
Customer acknowledges that one or more Authorized Data Sources may, from time to time, require Standard Fleet to pass through additional terms or obligations to Fleet Customers. Standard Fleet may update these Terms, or publish or update Supplemental OEM Terms under Section 19, to accommodate any such pass‑through requirement on reasonable advance notice. A pass‑through update does not give rise to a Customer termination right, unless the update results in a material change to Customer’s obligations under these Terms, in which case Section 18.1 applies.
19.1 General
Certain Authorized Data Sources impose flow‑through obligations, use restrictions, consent‑acknowledgment mechanics, or third‑party beneficiary rights that apply only to Customer’s use of data from that specific Authorized Data Source. Standard Fleet publishes those obligations in one or more supplemental terms documents (each, a set of “Supplemental OEM Terms”). Each set of Supplemental OEM Terms identifies the Authorized Data Source to which it applies.
If an Order Form identifies an Authorized Data Source for which Standard Fleet has published Supplemental OEM Terms, those Supplemental OEM Terms are incorporated into these Terms by reference and apply to Customer’s use of Vehicle Data from that Authorized Data Source and, where expressly so provided, to Customer’s operation of Enrolled Vehicles of the corresponding make. Supplemental OEM Terms supplement rather than replace these Terms, and the order of precedence in Section 1.2 governs any conflict.
Standard Fleet may update a set of Supplemental OEM Terms, or publish additional Supplemental OEM Terms for new Authorized Data Sources, on reasonable advance notice in accordance with Sections 18.1 and 18.3. Where a new or updated Supplemental OEM Term materially increases Customer’s obligations, Standard Fleet will follow the affirmative re‑acceptance procedure in Section 18.2 before the update applies to Customer’s Enrolled Vehicles of the corresponding make.
19.2 Third‑party beneficiary rights
Where a set of Supplemental OEM Terms identifies one or more named entities as intended third‑party beneficiaries of specified Customer obligations, those entities are intended third‑party beneficiaries of those specified obligations and may enforce them directly against Customer in their own names, subject to the scope set forth in the applicable Supplemental OEM Terms. Except as expressly provided in Supplemental OEM Terms or in this Section 19.2, no person other than Customer and Standard Fleet has or acquires any rights under these Terms.
20.1 Notices
Notices under these Terms shall be in writing and shall be deemed given on the date delivered if hand‑delivered, on the date sent if delivered by email to the notice address set forth in the Order Form, on the next business day if delivered by overnight courier, or three (3) business days after mailing if sent by certified or registered mail, return receipt requested. Notices to Standard Fleet shall be addressed as set forth in the Order Form or, if not specified, to Standard Fleet, Inc., Attn: Legal, 214 Grant Avenue, Suite 325, San Francisco, California 94108, with a copy by email to legal@standardfleet.com.
20.2 Assignment
Customer may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without Standard Fleet’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment without such consent is void. Standard Fleet may assign or transfer these Terms and any rights or obligations hereunder, including in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its assets, without Customer’s consent and without advance notice to Customer. Standard Fleet will provide post‑closing notice of any such assignment or transfer to Customer within five (5) Business Days after closing.
20.3 Governing law
These Terms and any dispute arising out of or relating to these Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict‑of‑laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.4 Dispute resolution
The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal discussions between senior business representatives of each party. If the parties are unable to resolve the dispute within thirty (30) days after written notice of the dispute, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in San Francisco, California, or such other location as the parties may mutually agree, in the English language, before a single arbitrator. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may bring an action in a court of competent jurisdiction for injunctive or other equitable relief to protect its Intellectual Property Rights, its Confidential Information, or to enforce Customer’s payment obligations.
20.5 Waiver of jury trial
EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
20.6 Severability
If any provision of these Terms is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, severed from these Terms, and the remaining provisions shall continue in full force and effect.
20.7 Waiver
No waiver of any provision of these Terms is effective unless in writing and signed by the party granting the waiver. No failure or delay by a party in exercising any right under these Terms operates as a waiver of that right or any other right.
20.8 Force majeure
Neither party is liable for any delay or failure in performance (other than payment obligations) caused by events or conditions outside its reasonable control, including acts of God, labor disputes, internet or network failures, disruptions at Authorized Data Sources or Subprocessors, and governmental actions. The affected party shall use commercially reasonable efforts to resume performance as soon as practicable.
20.9 Relationship of the parties
The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between the parties.
20.10 Entire agreement
These Terms, together with the applicable Order Form, the EULA, any applicable Supplemental OEM Terms, and any other documents expressly incorporated herein, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions regarding that subject matter. No oral or written representation or statement made by any party or its representatives before, on, or after the Effective Date, and not expressly set forth herein, is binding on the parties.
20.11 Counterparts and electronic signature
These Terms may be accepted through the Platform, through execution of an Order Form, or through any other electronic mechanism reasonably implemented by Standard Fleet. Electronic acceptance and electronic signatures have the same force and effect as manual signatures.