Last Updated: October 2nd, 2026
STANDARD FLEET, INC.
Terms of Service
Effective Date: June 1, 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, which is governed by the Website Terms of Use posted at https://www.standardfleet.com/website-terms-of-use.
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. Acceptance and scope
1.1 Document stack
Customer’s relationship with Standard Fleet is governed by three primary agreements, each of which serves a different function:
These Terms incorporate by reference the applicable Order Form and, if accepted by Customer or required by an Authorized Data Source, 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 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:
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.
2. Definitions
Capitalized terms used but not defined in these Terms have the meanings given in the Order Form. 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 under Section 11.
“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.
“Authorized Vehicle” means each vehicle Customer enrolls in the Platform under an Order Form and on which the per-vehicle Fees are charged; each Authorized Vehicle is an Enrolled Vehicle for purposes of these Terms.
“Aggregator Agreement” means any executed agreement between Standard Fleet and a third-party aggregator or data intermediary through which Standard Fleet accesses Vehicle Data.
“Consent Retention Period” means the duration of an Enrolled Vehicle’s enrollment plus a period of seven (7) years after the date that vehicle exits the program, whether by termination, sale, decommissioning, or any other reason.
“Country of Concern” means a “country of concern” as identified under 28 C.F.R. Section 202.601 and related United States Department of Justice National Security Division designations, as amended from time to time.
“Covered Person” means a “covered person” as defined in 28 C.F.R. Section 202.211, including an entity that is 50 percent or more owned, directly or indirectly, individually or in the aggregate, by a Country of Concern or by one or more Covered Persons, or that is organized or chartered under the laws of, or has its principal place of business in, a Country of Concern, and any other person or entity designated as a covered person under 28 C.F.R. Part 202.
“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, if and as made available by Standard Fleet.
“Effective Date” means the effective date set forth in the applicable Order Form.
“Enrolled Vehicle” means a vehicle enrolled by Customer in the Platform under these Terms and the Order Form.
“Digital Key” means a digital vehicle key or credential provisioned or managed through the Platform for an Enrolled Vehicle, including credentials used for vehicle access and for charging or rental transactions.
“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.
“Customer Personal Information” means all Personal Information that Standard Fleet processes on Customer’s behalf as a service provider, processor, or equivalent in providing the Services, including Vehicle Data and, where Standard Fleet processes it in that capacity, payment and transaction information of Customer’s end customers and Personal Information of Customer’s personnel and authorized users. Customer Personal Information does not include Personal Information that Standard Fleet processes for its own purposes as a business or controller, including as described in Section 9.
“Business Day” means a day other than a Saturday, Sunday, or U.S. federal holiday.
“Privacy Laws” means all applicable laws relating to privacy, data protection, and the processing of personal information, including the California Consumer Privacy Act as amended by the California Privacy Rights Act and its implementing regulations, and other applicable state comprehensive 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 or Customer Personal Information processed through the Platform, or any other confirmed breach of security affecting Vehicle Data or Customer Personal Information. This definition covers Vehicle Data whether or not it constitutes Personal Information.
“Services” means the Platform and any related services provided by Standard Fleet to Customer under the applicable Order Form.
“Subprocessor” means any third party that Standard Fleet engages to process Customer Personal Information on Customer’s behalf in connection with the Services, classified by its actual function. A third party that determines its own purposes and means of processing, and that is not engaged by Standard Fleet to process on Customer’s behalf, is not a Subprocessor for purposes of these Terms, even where it is identified as an Authorized Data Source; the upstream aggregators and OEMs identified as Authorized Data Sources are Subprocessors only to the extent they act in that capacity.
“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. Account, access, and Authorized Users
3.1 Account
Standard Fleet will provision an account (the “Account”) for Customer under 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, (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. Service description and availability
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. Only the Standard Fleet services identified in the applicable Order Form apply to Customer; services not elected are not provided or authorized, and the fees stated in an Order Form apply only to the elected services.
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.
4A. Fees and payment
4A.1 Fees
Customer will pay the Fees set forth in the applicable Order Form. Except as the Order Form provides otherwise, Standard Fleet bills recurring subscription Fees monthly in advance and usage-based and other variable Fees monthly in arrears. Fees are stated and payable in U.S. dollars.
4A.2 Invoicing, disputes, and non-payment
Standard Fleet bills the Monthly Platform Fee and the Monthly Authorized Vehicle Fee (together, the “subscription fees”) in advance according to the Billing Frequency selected in the Commercial terms of the applicable Order Form, and bills Usage Fees, professional services, and other variable charges monthly in arrears.
If the Billing Frequency is Monthly, the subscription fees are billed monthly in advance, the Monthly Authorized Vehicle Fee is charged on the greater of the Vehicle Minimum or the actual number of Authorized Vehicles during that month, the total monthly subscription charge is not less than the Monthly Minimum, and fees for a partial month and for Authorized Vehicles added or removed during a month are prorated on a daily basis.
If the Billing Frequency is Annual, the subscription fees for the Initial Term or the then-current Renewal Term are invoiced in advance as a single annual amount equal to twelve (12) times the monthly subscription fees, calculated on the greater of the Vehicle Minimum or the number of Authorized Vehicles as of the start of the applicable term; that quantity is the “Prepaid Capacity.”
Additional Authorized Vehicles are charged, monthly in arrears and prorated daily at the Monthly Authorized Vehicle Fee, only to the extent the number of Authorized Vehicles exceeds the Prepaid Capacity; enrolling a replacement for a removed vehicle within the Prepaid Capacity is not an additional charge, and removing Authorized Vehicles during a prepaid term does not reduce the prepaid amount or create a refund.
Prepaid annual subscription fees are non-cancelable and non-refundable except for a refund expressly provided under Section 17.7.
If Customer discontinues an affected product under Section 4A.6 following a fee increase, Standard Fleet will refund any prepaid fees for that product for the period after discontinuation, prorated on a daily basis; where that product’s fees are bundled into a subscription rather than separately stated, the refundable amount is the portion of the prepaid subscription reasonably allocable to that product.
Standard Fleet will pay that refund within thirty (30) days after the discontinuation date. Annual subscription invoices are due on the payment terms stated above, and Standard Fleet may require the annual amount to be cleared before it activates the Services for a prepaid term.
Trip Tracking and Maintenance Tracking, if elected, are billed on the same Billing Frequency as the subscription fees.
Collection Fees are retained and reported under Section 4A.5. Standard Fleet invoices Usage Fees and Collection Fees under this Section only to the extent collections are insufficient to cover them after the retentions and deductions under Section 4A.5, subject to any Usage Fee Waiver true-ups.
Customer must notify Standard Fleet of any good-faith dispute of an invoiced amount within thirty (30) days of the invoice date; undisputed amounts remain due, and the parties will resolve disputed amounts in good faith. Customer may not withhold or offset any amount except as Standard Fleet expressly permits in writing.
Invoices are due on the payment terms stated in the applicable Order Form. Standard Fleet may charge interest on undisputed past-due amounts at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by Law, and may suspend the Services on reasonable notice for non-payment of undisputed amounts that remain past due.
4A.3 Merchant of record and payment operations
ChargeKey, LLC, a Standard Fleet subsidiary, is the payment merchant of record solely for payment-processing and card-network purposes for end-customer charging and rental transactions processed through the platform, and in that capacity processes those payments and remits payouts to Customer through a Stripe account maintained for that purpose.
Standard Fleet may designate another of its subsidiaries or affiliates as the payment merchant of record for a given jurisdiction, currency, or category of transactions (each such entity, together with ChargeKey, LLC, a “Payment Subsidiary”), and may perform billing, payment processing, and payout functions itself or through a Payment Subsidiary and third-party payment processors.
Merchant-of-record status “solely” for payment processing describes the allocation of roles between Customer and Standard Fleet; it does not limit or waive any obligation imposed on a Payment Subsidiary by Stripe, the card networks, a taxing authority, or applicable payment Law.
Customer remains the provider of the charging and rental services to its end customers and the seller and taxpayer of record for those transactions, except where applicable law requires otherwise.
Customer appoints each Payment Subsidiary as Customer’s limited agent for the sole purpose of receiving and collecting end-customer charging and rental payments and remitting the proceeds to Customer, net of the fees and deductions set forth in the applicable Order Form.
Except for that limited payment-collection agency, no agency, partnership, joint venture, or fiduciary relationship is created between Customer, on the one hand, and Standard Fleet or any Payment Subsidiary, on the other.
This limited payment-collection agency is an express exception to, and to that extent modifies, Section 20.9 (Relationship of the parties); Section 20.9 is otherwise unchanged.
Standard Fleet is the party contracting with Customer under the applicable Order Form and remains responsible to Customer for the payment and payout obligations set out in it, whether performed by Standard Fleet or a Payment Subsidiary.
Customer authorizes Standard Fleet, each Payment Subsidiary, and their payment processors to process end-customer charging and rental payments and to charge and settle the fees set forth in the applicable Order Form. Each party’s use of Stripe is subject to Stripe’s then-current terms as they apply to that party’s account.
Standard Fleet will identify to Customer, at or before onboarding and in a separate operational payment disclosure, the Payment Subsidiary acting as merchant of record for Customer’s transactions, the settlement and payout arrangements, and the payer-facing identity presented to end customers at checkout and on receipts and card statements.
Standard Fleet may update that operational payment disclosure from time to time on reasonable advance written notice to Customer, provided that no such update changes the fees, deductions, reserves, payout timing, allocation of roles, or Standard Fleet’s responsibility set out in the applicable Order Form; any change to those terms requires an amendment signed by both parties.
4A.4 Taxes
All fees payable by Customer to Standard Fleet are exclusive of taxes, and Customer is responsible for all sales, use, and similar taxes on those fees, except taxes based on Standard Fleet’s net income.
For end-customer charging and rental transactions, Customer is the seller and taxpayer of record and is responsible for determining, registering for, collecting, reporting, and remitting all applicable sales, use, rental, excise, and similar taxes, and will indemnify Standard Fleet for those taxes.
Customer’s responsibility to Standard Fleet for those taxes runs in two ways: (a) as a direct payment obligation under the applicable Order Form, due on demand, Customer will pay or reimburse Standard Fleet or the applicable Payment Subsidiary for any such taxes, and any related interest and penalties, that Standard Fleet or a Payment Subsidiary pays, is assessed, or becomes liable to collect or remit in connection with those transactions, in each case only to the extent not collected from the end customer or otherwise recovered by Standard Fleet or the Payment Subsidiary, and excluding any interest or penalties attributable to Standard Fleet’s or the Payment Subsidiary’s failure to remit amounts it actually collected; and (b) Customer will defend and indemnify Standard Fleet and the applicable Payment Subsidiary against any third-party Claim, audit, or assessment by a taxing authority arising from those taxes, on the terms and procedures of Section 16 (Indemnification).
Both obligations are outside the limitation of liability in Section 15.2, as provided in Sections 15.3(a) and 15.3(d). As a convenience, Standard Fleet may calculate and collect those taxes at the point of sale through its payment processor.
Where it does, Standard Fleet remits taxes it is required to collect and remit as a marketplace facilitator directly to the applicable taxing authority, and transfers other collected taxes to Customer with the corresponding payout for Customer to report and remit; collecting tax as a convenience does not make Standard Fleet the seller or taxpayer of record.
Customer will provide any information Standard Fleet reasonably requires for tax calculation, including product taxability and location information, and is responsible for the accuracy of that information.
In any jurisdiction where Standard Fleet or a Payment Subsidiary is required by law to collect and remit tax on those transactions as a marketplace facilitator or similar party, it will do so, and Customer will provide the information required and reimburse Standard Fleet or the Payment Subsidiary for the tax, but only to the extent not collected from the end customer or otherwise recovered.
4A.5 Payouts, deductions, and reserve
Standard Fleet, through the applicable Payment Subsidiary, retains the Collection Fees, and the Usage Fees to the extent sufficient collections exist for the relevant Digital Key, from amounts collected from end customers, reports them on the payout statement, and remits the remaining proceeds to Customer; any Collection Fees or Usage Fees not covered by collections are invoiced under Section 4A.2.
Ordinary Stripe payment-processing fees are included in the Collection Fees and are not separately charged to Customer. Amounts an end customer pays through the authorized payment arrangement, once settled, discharge the corresponding amount that end customer owes Customer, subject to later reversal.
Payouts commence after the first successful settlement of end-customer payments and are made on a Net five (5) Business Day cycle measured from the date funds for a transaction are settled by the payment processor to the Payment Subsidiary, except that, where Customer enables the daily payout toggle, up-charge and reservation amounts are paid out daily; in each case payouts are subject to available settled funds, applicable reserves, reversals, and banking cut-off times.
Standard Fleet may deduct or offset from amounts otherwise payable to Customer the actual amount of any failed payment, fraud, refund, reversal, dispute, chargeback, or related loss; each such amount is deducted only once and only to the extent it represents an actual loss or an amount advanced or credited to Customer and not otherwise recovered, and a failed payment for which no proceeds were advanced or credited to Customer does not itself generate a deduction.
On a refund or chargeback, Standard Fleet reverses its Collection Fee in proportion to the refunded or charged-back fee-bearing amount, and reverses the full Collection Fee for a transaction only where the entire fee-bearing amount is refunded or charged back.
If a chargeback is later resolved in favor of Customer or Standard Fleet, or a refund is itself reversed, the corresponding Collection Fee is reinstated, without duplicate credits.
Ordinary payment-processing fees are included in the Collection Fees and are not recharged; separately identifiable dispute, refund, currency-conversion, or other exceptional third-party costs are not included in the Collection Fees and may be deducted as actual losses under this clause, and the general related-loss deduction will not be used to recharge costs the Collection Fees already include.
Standard Fleet may establish and maintain a commercially reasonable reserve from charging and rental collections to cover anticipated amounts of the foregoing, will review the reserve periodically and adjust it to the amount reasonably required, and will provide an itemized accounting on request. Standard Fleet will release any reserved amounts not reasonably required to cover anticipated risk, with a final itemized accounting, within ninety (90) days after termination or expiration of the applicable Order Form or, if later, once the amounts are no longer reasonably required, subject to final reconciliation.
Taxes collected from end customers, and amounts Standard Fleet remits directly to a taxing authority, are accounted for separately, are not part of the Collection Fee base, and are not proceeds remitted to Customer as its revenue.
If any deduction, offset, reserve adjustment, or reconciliation results in a negative balance owed by Customer, Customer will promptly pay the outstanding balance to Standard Fleet on request. Customer remains responsible for all failed payments, fraud, refunds, reversals, disputes, and chargebacks arising from transactions with its end customers.
4A.6 Fee changes
The Monthly Platform Fee and the Monthly Authorized Vehicle Fee (the “Core Fees”) do not change during the Initial Term or a Renewal Term. Standard Fleet may change the Core Fees only effective at the start of a Renewal Term, by giving Customer at least sixty (60) days’ written notice before that Renewal Term. Customer may decline a Core Fee change by giving notice of non-renewal within the period stated in the Renewal provision above or, if later, within thirty (30) days after Customer receives the increase notice, in which case the applicable Order Form ends at the end of the then-current Term notwithstanding the non-renewal deadline.
Standard Fleet may change the Digital Key Usage Fees or the Collection Fees on at least sixty (60) days’ prior written notice to Customer (email to the Invoice Distribution Email set out in the Order Form is sufficient). Any such change applies prospectively only and does not affect fees already invoiced or accrued for the then-current period. Before any such change takes effect, Customer may discontinue the affected product or service, in which case the changed fee does not apply and the affected product or service terminates as of the change’s effective date, with fees accrued through that date remaining payable.
Standard Fleet may make new or additional features, products, or services available to Customer. No fee for a new feature applies to Customer unless an authorized administrator of Customer affirmatively accepts the feature and its price in writing, including through the platform. Customer’s use of a feature after its authorized administrator has accepted the feature and its price constitutes agreement to that price. Standard Fleet’s platform records of an authorized administrator’s acceptance and of Customer’s use are the basis for those charges.
4A.7 Processing through the platform; anti-circumvention
Customer will process charging and rental transactions associated with Digital Keys through the Standard Fleet platform wherever technically available, and will not route, structure, or collect those transactions off-platform, through an affiliated or third-party account, or in any other manner, to reduce or avoid the Collection Fees or Usage Fees.
Except to the extent waived under the Usage Fee Waiver in the Commercial terms of the applicable Order Form, the Digital Key Usage Fees apply per Digital Key regardless of the channel through which Customer or any affiliate collects revenue.
Standard Fleet’s platform records of Digital Key creation, Active Days, suspensions, and reactivations are the basis for the Usage Fees, absent manifest error. “Active Day” means any day during any portion of which a Digital Key is provisioned and usable, that is, active or capable of unlocking or operating a vehicle; a day is not an Active Day only if the Digital Key is suspended, expired, or otherwise not usable throughout the entire day.
4A.8 Professional services, tracking, and audit fees
Professional services are performed only as requested by Customer and confirmed in writing by Standard Fleet, and are billed at the rates stated in the applicable Order Form. Customer authorizes the Review Handling Fee stated in the applicable Order Form and will cooperate with the Onboarding Flow Audit. If Customer elects Trip Tracking or Maintenance Tracking, Standard Fleet may charge the applicable per-vehicle fee for those services.
5. Authorized Purpose and use restrictions
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:
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.
For the avoidance of doubt, Customer’s eligibility representations regarding Countries of Concern and Covered Persons in Section 8.7 reflect Standard Fleet’s commercial eligibility policy and may be broader than the statutory ownership and control tests in 28 C.F.R. Part 202.
Standard Fleet’s reliance on Customer’s representations, and Standard Fleet’s statement that it has no obligation to independently verify Customer’s status, do not limit Standard Fleet’s own obligations under applicable Law, including its risk-based obligations under 28 C.F.R. Part 202.
If Standard Fleet reasonably suspects a prohibited transaction, restricted transaction, or unauthorized access involving Vehicle Data and a Country of Concern or Covered Person, Standard Fleet may, on notice where practicable, require information from Customer, audit the relevant activity, and immediately suspend access, enrollment, or data delivery and block the suspected access, without regard to the cure period in Section 17.2, pending resolution.
5.4 Fleet management activities permitted under the Authorized Purpose
And without limiting the scope of the Authorized Purpose, the following are permitted fleet management activities:
vehicle health monitoring, diagnostics, and maintenance scheduling;
asset tracking, dispatch, and route optimization;
driver safety monitoring and coaching;
operational and regulatory compliance, including compliance with applicable transportation and commercial motor vehicle regulations;
fuel, energy, and expense management; and
fleet utilization analysis and reporting.
5.5 Rental-specific restrictions
Where Customer operates a vehicle rental or car-sharing business, Customer’s use of the Services and Vehicle Data for vehicles rented to consumers is additionally subject to applicable rental-vehicle and consumer-protection laws, which may restrict a rental company’s access to or use of electronically obtained information about a renter’s use of a rental vehicle and some of which are nonwaivable.
Without limiting Section 5.2, Customer will use the Services and Vehicle Data with respect to a renter only where Customer has a lawful basis and has obtained any consent or authorization required by applicable law for the specific use, and Customer will not rely on a renter’s consent to authorize a use that applicable law does not permit to be consented to.
Customer will separately evaluate, and activate only where permitted, each category of use, including diagnostics and vehicle health, charging and re-billing records, trip and location tracking, vehicle recovery, and remote commands such as lock, unlock, and immobilization.
The permitted fleet management activities in Section 5.4 are subject to this Section 5.5 and to applicable law.
The acknowledgment regarding California Vehicle Code Section 9951 in Section 8.8 addresses event data recorder and recording-device data and the subscription-service exception, and is not a general authorization for telematics collection or a substitute for the rental-use analysis required by this Section. Applicable examples include California Civil Code Sections 1939.23 and 1939.29; other states impose analogous restrictions.
6. Intellectual property
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 and the Order Form, 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:
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.
6.5 Source data, derived data, and analytics
(a) Source data. As between the parties, Customer and the applicable upstream providers retain all right, title, and interest in the Vehicle Data and other data Customer or its Drivers provide or that is collected from Enrolled Vehicles (the “Source Data”). Nothing in this Section transfers ownership of Source Data to Standard Fleet.
(b) Processing authorization. Customer authorizes Standard Fleet to process Source Data to provide, secure, support, and improve the Services and for the other business purposes set forth in these Terms and the applicable Order Form, and to create Derived Data as permitted below, in each case consistent with Standard Fleet’s obligations under Section 9 and applicable Privacy Laws.
(c) Derived data and analytics. “Derived Data” means data, models, analytics, statistics, and benchmarks that Standard Fleet creates through its processing of Source Data.
As between the parties, Standard Fleet owns the analytics and modeling technology, methods, know-how, and software it uses or develops, and the format and original analytical expression of its outputs, and owns Derived Data, in each case subject to Customer’s and individuals’ rights in any Source Data or personal information contained in an output and to applicable Privacy Laws.
Standard Fleet does not own the underlying Source Data or the personal information itself. Standard Fleet may use Source Data to develop, train, or improve analytics or models only in deidentified or aggregated form as permitted under subsection (e), and will not develop, train, or improve any model using personal information.
Ownership of Derived Data does not by itself create any right to process personal information beyond what applicable Privacy Laws and these Terms permit.
(d) Customer outputs. Standard Fleet grants Customer a non-exclusive right to access and use the reports, analytics, and outputs Standard Fleet makes available to Customer through the Services for Customer’s internal business purposes during the Term. Customer may continue to use, for its internal business purposes, reports and outputs legitimately delivered to it during the Term, subject to the confidentiality and data-use restrictions in these Terms and applicable law.
(e) Deidentified and aggregated data.
Standard Fleet may create and use deidentified or aggregated data derived from Source Data, subject to applicable Law, any restriction in an Aggregator Agreement or upstream data access agreement, and Standard Fleet maintaining the data in deidentified or aggregated form, committing not to attempt to reidentify it, and requiring any recipient to do the same. “Deidentified” and “aggregated” data mean data that meets the standard for deidentified or aggregate information under applicable Privacy Laws; aggregation alone does not qualify data as deidentified if individuals remain reasonably identifiable.
Standard Fleet’s rights under this Section are subject to the use restrictions and prohibitions that apply to Standard Fleet under applicable Privacy Laws and its Privacy Policy.
(f) Customer restrictions unaffected. This Section addresses Standard Fleet’s rights only and does not limit the restrictions on Customer in Section 6.3, including the restriction on Customer’s development of artificial intelligence or machine learning models.
7. Confidentiality
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 and the Order Form, (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. Fleet Customer obligations and compliance covenants
8.1 Law compliance
Customer shall comply with all Laws applicable to Customer’s use of the Services and the Vehicle Data, including (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 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 Section 8.7 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.
Customer will route any Consumer Request it receives regarding Vehicle Data to Standard Fleet within five (5) Business Days so the parties can coordinate a single, consistent response, and the parties will cooperate on intake, verification, and fulfillment.
Nothing in these Terms prevents Customer from discharging its own legal obligations with respect to a Consumer Request; where Customer must respond to satisfy those obligations, it will, where practicable, give Standard Fleet prior notice and coordinate its response, and Standard Fleet will not unreasonably withhold, condition, or delay its cooperation.
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, and Customer shall comply with any state-specific enrollment gate of which Standard Fleet notifies Customer, including any requirement of written clearance before enrolling vehicles based in a particular state.
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 or Customer Personal Information 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. Because notice is due without undue delay and in any event within seventy-two (72) hours, the seventy-two (72) hour period is an outside limit and not permission to wait; Customer will provide an initial notice as soon as it is aware, even if not all facts are known, and prompt supplemental reports as information develops.
8.7 Customer representations and warranties
Customer represents, warrants, and covenants to Standard Fleet, as of the Effective Date and on a continuing basis throughout the Term, that:
Standard Fleet has no obligation to independently verify vehicle title, ownership, lease status, operator status, Customer’s Covered Person status, or Customer’s compliance with applicable employee monitoring or location tracking laws, and Standard Fleet may rely on Customer’s representations, warranties, and notifications under these Terms for all enrollment, activation, unenrollment, and data delivery decisions.
8.8 Vehicle Data collection acknowledgments
Customer acknowledges and confirms that:
Where an Authorized Data Source requires additional driver disclosures or acknowledgments, Customer will comply with the corresponding requirements before activating vehicles of that make.
8.9 Consent-withdrawal notice; records retention and production
Customer will notify Standard Fleet promptly, and in any event no later than one (1) Business Day after, any withdrawal, revocation, or modification of a Driver consent, any sale, transfer, theft, or destruction of an Enrolled Vehicle, or any change in vehicle ownership or operator status that affects the validity of a consent.
Customer will maintain complete and accurate records relating to Driver consents and vehicle enrollment for the Consent Retention Period, and will produce copies to Standard Fleet within five (5) Business Days of a written request. This obligation survives termination or expiration of these Terms.
8.10 Cessation and operational reassignment
On a consent withdrawal, a sale, transfer, theft, or destruction of an Enrolled Vehicle, or any other event on which Vehicle Data collection is no longer authorized for a vehicle, Standard Fleet will, without undue delay after receiving Customer’s notice under Section 8.9 or otherwise learning that collection is no longer authorized, disable Vehicle Data collection for the affected vehicle, revoke or deactivate the affected credentials and Digital Keys, cease data delivery for that vehicle, and, where an Authorized Data Source requires it, notify the upstream provider, and will confirm completion to Customer.
Customer will cooperate and complete any operational reassignment or unenrollment step Standard Fleet makes available, but Customer’s completion of that step is not a condition to Standard Fleet ceasing collection that is no longer authorized.
Cessation under this Section does not depend on any procedure set forth only in an End User License Agreement that Customer has not accepted.
Theft is handled separately from ordinary consent withdrawal: Standard Fleet will promptly revoke or deactivate compromised Digital Keys and credentials, while Vehicle Data processing that is lawful and necessary for vehicle recovery may continue to the extent permitted by applicable law and requested or authorized by the Customer or the vehicle owner.
9. Data and privacy roles
9.1 Role characterization
With respect to Vehicle Data and other Personal Information processed through the Platform:
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 with respect to Vehicle Data and other Personal Information it processes on Customer’s behalf.
Specifically, Standard Fleet shall not (a) sell or share that Personal Information within the meaning of the CCPA, (b) retain, use, or disclose it for any purpose other than the specific business purposes set forth in the Order Form and these Terms, (c) retain, use, or disclose it outside the direct business relationship between Standard Fleet and Customer, or (d) combine it with other personal information received from other sources except as expressly permitted under the CCPA and its implementing regulations.
9.3 Data processing terms
Where Standard Fleet processes Customer Personal Information as a service provider, processor, or equivalent on Customer’s behalf, the following apply and are binding without the need for any further document: (a) Standard Fleet processes that Customer Personal Information only for the limited and specified business purposes set forth in these Terms and the applicable Order Form and on Customer’s documented instructions; (b) Standard Fleet will provide the same level of privacy protection as is required of businesses by applicable Privacy Laws; (c) Standard Fleet will notify Customer if it determines that it can no longer meet its obligations under applicable Privacy Laws; (d) Customer may take reasonable and appropriate steps to stop and remediate unauthorized processing; (e) Standard Fleet will make available information reasonably necessary to demonstrate compliance and will provide reasonable assistance to Customer, taking into account the nature of the processing, with data protection assessments and with responses to Consumer Requests and to regulators; (f) the audit provisions of Section 12 apply, subject to any additional requirements of applicable Privacy Laws; (g) the subject matter of the processing is Standard Fleet’s provision of the fleet-management and payment Services selected in the applicable Order Form; the nature and purpose of the processing are the provision of those Services for the Authorized Purpose; the duration of the processing is the term of the applicable Order Form and, thereafter, the period until Standard Fleet completes the return or deletion of the Customer Personal Information required under Section 17.5; the types of Personal Information are the Customer Personal Information (including Vehicle Data and, where applicable, the payment and transaction information of Customer’s end customers and the Personal Information of Customer’s personnel and authorized users that Standard Fleet processes on Customer’s behalf), and the categories of data subjects are Drivers and other vehicle occupants and, where applicable, Customer’s end customers and personnel; Standard Fleet ensures that persons authorized to process the Customer Personal Information are bound by appropriate confidentiality obligations, and at the end of the Services Standard Fleet will delete or return the Customer Personal Information as provided in Section 17.5; and (h) Standard Fleet will make available a separate data processing addendum on request, but the protections in this Section apply whether or not one is executed.
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.
Standard Fleet administers Consumer Requests concerning Vehicle Data as a central point of contact under Customer’s documented instructions. Nothing in these Terms prevents Customer from meeting its own legal obligations with respect to a Consumer Request, and Standard Fleet will not unreasonably withhold, condition, or delay authorization for Customer to respond where a response is required by applicable Law.
10. Security and incident notification
10.1 Security commitment
Standard Fleet shall maintain administrative, technical, and physical safeguards designed to protect Vehicle Data and Customer Personal Information 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 and Customer Personal Information 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 or Customer Personal Information.
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 or Customer Personal Information 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 or Customer Personal Information 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. Subprocessors and Authorized Data Sources
11.1 Authorization
Customer authorizes Standard Fleet to engage Subprocessors, including the Authorized Data Sources identified on the applicable Order Form, to process Customer Personal Information on Customer’s behalf in connection with the Services.
Whether a given third party is a Subprocessor is determined by its actual function under Section 11.2 and the definition of Subprocessor, and an independent upstream data provider that determines its own purposes is not a Subprocessor.
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 and other Personal Information, including obligations regarding confidentiality, security, and purpose limitation.
This Section applies to each Subprocessor Standard Fleet engages to process Vehicle Data or other Personal Information on Customer’s behalf, classified by its actual function.
An independent upstream data provider that determines its own purposes and is not engaged by Standard Fleet to process on Customer’s behalf is not a Subprocessor for purposes of this Section; Standard Fleet does not, however, avoid the obligations of this Section for an actual Subprocessor on the ground that it cannot obtain the required terms.
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 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. Standard Fleet may suspend enrollment for the affected make pending that acknowledgment.
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. Audit cooperation
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, 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 as they relate to Customer Personal Information.
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.
13. Beta and new feature disclaimers
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. Limitation of liability
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.
The matters in clause (b) and Standard Fleet’s indemnification of intellectual-property claims under Section 16.2(a) are subject to the Enhanced Cap in Section 15.5 rather than uncapped.
Where the same facts give rise both to a claim for breach of Section 7 (Confidentiality) and to a claim for the other party’s infringement or misappropriation of Intellectual Property Rights under clause (c), that overlapping liability is subject to the single Enhanced Cap and is not treated as uncapped by reason of its characterization under clause (c).
This rule does not cap, or bring within the Enhanced Cap, any liability that clause (a) (indemnification), (d) (Customer’s payment obligations), or (e) (gross negligence, willful misconduct, or fraud) keeps uncapped, and does not apply to a claim for infringement or misappropriation that does not arise from the same facts as a breach of Section 7.
15.4 Essential purpose
The limitations of liability in this Section 15 apply notwithstanding any failure of essential purpose of any limited remedy.
15.5 Enhanced cap for confidentiality and IP; collected proceeds; cap base
Notwithstanding Section 15.3(b) and the treatment of intellectual-property indemnification, each party’s aggregate liability for breach of Section 7 (Confidentiality), and Standard Fleet’s aggregate liability for indemnification of intellectual-property Claims under Section 16.2(a), will not exceed the greater of $1,000,000 or two (2) times the fees paid or payable by Customer under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim or matter (the “Enhanced Cap”).
The Enhanced Cap is each party’s own aggregate limit, applicable to that party’s liability, for all matters subject to the Enhanced Cap combined, whether those matters are asserted as first-party or third-party claims; it is not a separate limit for each such matter and is not a limit shared between the parties.
The Enhanced Cap applies in place of, and not in addition to, the general cap in Section 15.2 for the matters it covers, and the general cap continues to apply to all other capped liability.
The two caps are not cumulative for the same matter, and in no event will a party’s total cumulative liability for all matters subject to any cap under this Section 15 (that is, all liability other than the liability that Section 15.3 keeps uncapped) exceed the Enhanced Cap.
The exclusion of indirect and consequential damages in Section 15.1 remains in force for matters subject to the Enhanced Cap, and the exclusions for fraud, willful misconduct, gross negligence, and Customer’s payment obligations remain uncapped.
Amounts Standard Fleet has actually collected from end customers and is contractually obligated to remit to Customer under an Order Form are a debt payable in full, subject only to the deductions, offsets, and reserves expressly permitted by that Order Form, and are not damages subject to any cap in this Section 15.
For purposes of the caps in this Section 15, “fees paid or payable” include the subscription fees, Collection Fees, and Usage Fees Standard Fleet retains or invoices, but exclude pass-through proceeds remitted to Customer and taxes; prepaid annual fees are allocated to the service period to which they relate. The $1,000,000 floor may be adjusted for a specific Order Form.
16. Indemnification
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 8.7 (Customer representations and warranties); (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.
Customer will also defend, indemnify, and hold harmless the Standard Fleet Indemnitees from and against any third-party Claim arising from Customer’s underlying rental, charging, or other services to its end customers, its contracts with end customers, and its pricing and fee disclosures to end customers, except to the extent the Claim arises from Standard Fleet’s own breach, gross negligence, or willful misconduct.
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 under 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. Term and termination
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 under their terms (the “Term”).
Unless an Order Form states otherwise, each Order Form commences on its Effective Date, continues for the Initial Term stated in it, and then renews automatically for successive Renewal Terms of the length stated in it (or, if no length is stated, one (1) year each), unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.
Fees for a Renewal Term are the fees in effect for the expiring term unless changed under Section 4A.6.
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 direct Standard Fleet, at or after termination, to return to Customer or delete the Customer Personal Information Standard Fleet processes on Customer’s behalf, including Vehicle Data attributable to Customer’s Enrolled Vehicles, and Standard Fleet will do so at the end of the provision of the Services except to the extent retention is required by applicable Law; an upstream counterparty agreement is not, by itself, a basis to retain Customer Personal Information after Customer directs its deletion or return; and (d) any accrued Fees and other amounts due through the effective date of termination become immediately payable.
The Consent Retention Period governs retention of consent and enrollment records only; it does not require retention of raw telematics or location Vehicle Data for that period, and raw Vehicle Data is retained only as long as necessary for the Authorized Purpose and as required by applicable Law or upstream agreement.
An upstream contractual retention requirement does not, by itself, provide a legal basis to retain Customer Personal Information after Customer directs deletion or return; where applicable Privacy Laws require deletion, Standard Fleet will delete or deidentify the personal information as required by law and retain only what applicable Law permits.
17.6 Survival
Sections 2 (Definitions), 6.1 (Reservation), 6.4 (Feedback), 6.5 (Source data, derived data, and analytics), 7 (Confidentiality, subject to its internal survival period), 8.7 (Customer representations and warranties), 8.9 (Consent-withdrawal notice, records retention, and production), 9 (Data and privacy roles, to the extent applicable to Vehicle Data or Customer Personal Information retained post-termination), 10 (Security and incident notification, to the extent applicable to Vehicle Data or Customer Personal Information Standard Fleet retains 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.
17.7 Refunds
Except as expressly provided in this Section 17.7, Fees are non-refundable.
Customer is entitled to a refund of prepaid but unused subscription Fees, prorated on a daily basis for the period after the effective date of termination, only where: (a) Customer terminates an Order Form for Standard Fleet’s uncured material breach under Section 17.2; (b) Standard Fleet terminates the applicable Order Form for its own convenience, or discontinues the Services other than for Customer’s breach, in each case where the applicable Order Form or these Terms permit it to do so; (c) Customer terminates following a subprocessor objection under Section 11.5; (d) Standard Fleet elects termination as the remedy under the limited warranty in Section 14.1 or the infringement provision in Section 16.3; or (e) Customer exercises the termination right expressly provided in Section 18.3 for a materially adverse pass-through change.
Where Standard Fleet requires affirmative re-acceptance of a material update under Section 18.2 and Customer declines, any resulting termination by Standard Fleet is a termination other than for Customer’s breach under clause (b) of this Section, and the refund under clause (b) applies.
No refund is due where Standard Fleet terminates or suspends for Customer’s breach, nonpayment, misuse, or a prohibited or restricted data transfer. Standard Fleet will pay any refund due under this Section within thirty (30) days after the effective date of termination.
Nothing in these Terms grants Standard Fleet a general right to terminate an Order Form for convenience; clause (b) governs the refund consequences if a termination for convenience or a discontinuation otherwise permitted occurs.
This Section 17.7 is the single operative provision governing refunds of prepaid subscription Fees on termination or expiration of these Terms or an Order Form, and any such refund referenced elsewhere in these Terms is given effect through it.
This Section does not govern, limit, or displace amounts payable under an Order Form that are not refunds of prepaid subscription Fees on termination, including reversals or refunds of Collection Fees, waiver or promotional credits, corrections of overpayments or billing errors, reconciliations of amounts collected from and payable to Customer, and any product-discontinuation or bundle-adjustment refund expressly set out in an Order Form, each of which is governed by the applicable Order Form.
18. Updates and change management
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.
Where Section 11.4 or Section 19.1 requires affirmative re-acceptance, that requirement is mandatory and controls over the discretionary standard in this Section 18.2.
If Standard Fleet suspends access to the affected Services solely because Customer has declined a material update under this Section 18.2, and not for Customer’s breach, nonpayment, misuse, a security reason, or a prohibited or restricted data transfer, then during that suspension Standard Fleet will not charge, and will credit, prepaid subscription Fees allocable to the suspended Services for the period of suspension.
If Standard Fleet does not restore the affected Services under the pre-update terms, where feasible, within thirty (30) days after the suspension begins, the affected Services will terminate at the end of that period, and Standard Fleet will refund the prepaid but unused subscription Fees allocable to those Services, prorated on a daily basis, as provided in Section 17.7.
This paragraph applies only to a suspension imposed solely because Customer declined a material update, is limited to the affected Services, and does not limit Standard Fleet’s right to suspend or terminate immediately, and without the credit or restoration described in this paragraph, for Customer’s breach, nonpayment, misuse, a security reason, or a prohibited or restricted data transfer.
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 the notice and effective-date provisions of Section 18.1 and the affirmative re-acceptance provisions of Section 18.2 apply, and if Customer does not accept a materially adverse pass-through change within thirty (30) days after notice, Customer’s sole remedy is to terminate the affected Order Form for convenience with a pro rata refund of prepaid fees for the period after termination.
19. Supplemental OEM Terms
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”) at www.standardfleet.com/legal/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 under 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. Governance
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, 440 N Barranca Ave, Covina, California 91723, 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 under 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.
However, 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, any EULA accepted by Customer, 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.
20.12 Publicity
Standard Fleet may create, publish, and share case studies describing products and services built in connection with an Order Form, and may identify Customer by name and logo for that purpose under Customer’s brand guidelines. Customer grants Standard Fleet a limited, revocable, non-exclusive license to use Customer’s name and logo solely to identify Customer as a customer in those materials, under Customer’s brand guidelines.
20.13 Prior Agreement
If an Order Form identifies a Prior Agreement, that Order Form supersedes the Prior Agreement as of its Effective Date, except that fees accrued and unpaid, reserves held, outstanding refund and chargeback exposure, and any provisions of the Prior Agreement that by their terms survive remain in effect and carry over.