Terms of Service

Last Updated: December 2022

Please read these Terms of Service (the “Terms”) carefully because they govern your use of TruckSpy Products and Services. The Customer, together with TruckSpy, are referred to as the “Parties.”

1.  Definitions.

1.1.  “Account” means the account Customer creates via the Software to access the Data.

1.2.  “Affiliates” means any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Customer.

1.3.  “Applicable Law” means any applicable law (whether civil, criminal or administrative) including, without limitation, common law, statute, statutory instrument, treaty, regulation, directive, decision, code, order, decree, injunction, resolution or judgment of any government, quasi-government, supranational, federal, state or local government, statutory or regulatory body, court, or agency.

1.4.  “App” means the software application for smartphones and tablets distributed by TruckSpy through Google Play or through the Apple App Store.

1.5.  “Authorized User” means Customer’s employees and/or contractors whom Customer authorizes to use the TruckSpy Software strictly on its behalf.

1.6.  “Confidential Information” means any information that is not publicly available that a Party deems in good faith to constitute sensitive or proprietary financial, technical, marketing, commercial, personal, or other business information. 

1.7.  “Customer,” “you,” and “your” means the company or legal entity accepting these Terms in exchange for TruckSpy’s provision of Products and Services, and any Affiliates of that company or entity, including but not limited to, all of such company’s drivers, employees, independent contractors, representatives, and agents.

1.8.  “Data” means all data generated, stored, transmitted, or maintained by TruckSpy in connection with the provision of the Services.

1.9.  “Documentation” means TruckSpy’s proprietary documentation in the form generally made available by TruckSpy for use with the Software.

1.10.  “Firmware” means software embedded in or otherwise running on the Hardware.

1.11.  “Hardware” means the devices and equipment provided or accompanying the Software, including, but not limited to, the dash camera, antenna, and cabling.

1.12.  “Insurer” means any person or company that issues an insurance policy to a Customer.

1.13.  “Software” means trucking management computer program and its web-based software and interface developed by TruckSpy for use in providing the Data to Customer for integration into its proprietary software or programs.

1.14.  “License Expiration Date” means the later of (i) the license termination date specified in the applicable Purchase Order or other contract you entered into for the purchase of Products or under which Products are made available to you (“Initial Term”), and (ii) if applicable to such contract the end of the then-active Renewal Term (as defined below).

1.15.  “Purchase Order” means the written instrument issued by Customer in writing to TruckSpy, indicating its offer to purchase certain Products and Services from TruckSpy. Purchase Orders are only binding on TruckSpy upon TruckSpy’s written acceptance of a such Purchase Orders. 

1.16.  “Pre-Launch Offerings” means any TruckSpy hardware and/or software offerings and related documentation and accessories that are not generally available to TruckSpy customers and that may be in the research, development, prototyping, and/or testing phase.

1.17.  “Products” mean the Hardware, Software, Data, and Documentation, collectively.

1.18.  “Services” mean the TruckSpy vehicle tracking and analytics service, including but not limited to, the web-based software and web services interface.

1.19.  “Vendor” means any person or entity with whom TruckSpy may contract to provide the Products or Services to Customer, including but not limited to, any supplier of consulting or analytics provided services to an Insurer pursuant to Section 7.

2.  Agreement to Terms. By (i) clicking a box or signing an acknowledgement indicating Customer’s acceptance of these Terms; (ii) executing a Purchase Order or other contract that references or incorporates these Terms; (iii) purchasing Products or Services from a TruckSpy reseller, or any other entity or individual for the purchase of Products or Services or under which Products are made available to Customer; or (iv) otherwise accessing and/or using the Products or Services, whichever occurs first (the “Effective Date”), Customer accepts and agrees to be bound by these Terms. If you do not agree to these Terms or you are not authorized to access and/or use the Products or Services, you shall not access or use the Products or Services. If you are accessing and/or using the Products on behalf of a company (such as your employer) or other legal entity that is TruckSpy’s Customer, you agree to these Terms on behalf of such company or other legal entity, and you represent and warrant that you have the authority to bind such company or other legal entity to these Terms. If you have entered into a separate contract with TruckSpy with respect to the purchase of Products or under which Products are made available to Customer, to the extent there is a conflict between such separate contract with TruckSpy and these Terms, such separate contract with TruckSpy shall prevail. Customer may not use the Products and Services if it is a direct competitor of TruckSpy, as determined in the sole discretion TruckSpy, without TruckSpy’s prior written consent.

3.  Changes to Terms or Services. TruckSpy may modify the Terms at any time, in its sole discretion. If TruckSpy does so, TruckSpy will inform you either by posting the modified Terms on its website or through other communications with Customer. Customer agrees to review the Terms an a regular basis. Any continued use after such Terms are modified constitutes your consent to be bound by the modified Terms.

4.  License. Subject to these Terms or an applicable Purchase Order, TruckSpy grants Customer a non-sublicensable, non-exclusive, non-transferable, limited and revocable license to use and access the TruckSpy Software in accordance with the Documentation, until the License Expiration Date for the applicable Purchase Order or the earlier termination of such Purchase Order or these Terms. Support services and the Hosted Software SLA at https://truckspy.io/sla are included as part of the license grant and contingent upon a valid license. The Firmware license for each item of Hardware that the Customer purchases is contingent upon Customer purchasing and maintaining a valid license to the TruckSpy Software.

5.  License Restrictions. Customer agrees not to do or attempt to do any of the following without TruckSpy’s express prior written consent: (i) resell, white label, or reproduce the TruckSpy Software or any individual element within the TruckSpy Software, TruckSpy’s name, any TruckSpy trademark, logo or other proprietary information, or the layout and design of any part of the TruckSpy Software; (ii) access, tamper with, or use non-public areas of the TruckSpy Software, TruckSpy’s computer systems, or the technical delivery systems of TruckSpy’s providers; (iii) probe, scan or test the vulnerability of any TruckSpy system or network or breach any security or authentication; (iv) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by TruckSpy or any of TruckSpy’s providers or any other third party (including another user) to protect the TruckSpy Software; (v) transfer, copy, modify, sublicense, lease, lend, rent or otherwise distribute the Firmware to any third party; (vi) unless permitted under Applicable Law, decipher, disassemble, decompile or reverse engineer any aspect of the TruckSpy Software, in whole or in part; (vii) hack into, disable, disrupt, or access without authorization any part of the Services; (viii) impersonate or misrepresent an affiliation with any person or entity; (ix) use or access the TruckSpy Software for any competitive purpose; (x) perform benchmark testing on the TruckSpy Software; (xi) violate any Applicable Law; or (xii) encourage or enable any other individual to do any of the foregoing. TruckSpy has the right to investigate violations of these Terms or conduct that affects the TruckSpy Software. TruckSpy may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

6.  Hardware Installation and Equipment Maintenance. Customer is responsible for installation of the Hardware and ongoing maintenance of any equipment into which Hardware is installed. Depending on the Customer’s intended use of the Products, Customer may require professional installation of the Hardware or ongoing professional maintenance of any equipment into which Hardware is installed. If Customer is unable to install the Hardware or to conduct such ongoing maintenance, or if Customer is uncertain that Customer has the requisite skills and understanding, Customer agrees to consult with a qualified installer or maintenance professional. Improper installation of the Hardware or maintenance of the equipment into which Hardware is installed can lead to damage of such equipment or dangerous or life-threatening conditions, which can cause property damage, bodily injury, and/or death. Customer may notify TruckSpy if Customer did not order the correct Hardware cables for Hardware installation.

7.  Provision of Services Pursuant to Insurance. TruckSpy may provide the Products and Services to Customer in connection with Customer’s application for or maintenance of commercial trucking insurance. During the period for which Customer is insured, TruckSpy’s Products and Services shall be provided to Customer at no charge to Customer. If, for any reason, however, Customer’s insurer ceases to provide insurance to Customer, Customer shall immediately notify TruckSpy. Following the termination of Customer’s relationship with its insurer, Customer shall be fully responsible for all payment obligations under these Terms unless Customer shall provide notice of termination to TruckSpy within 30 days of the termination of such insurance relationship TruckSpy. If TruckSpy is providing its Products and Services to customer pursuant to this section, Customer expressly consents to and grants TruckSpy the right to provide all Data to its Vendors for any purpose, including but not limited to, analyzing insurance risk and underwriting any applicable insurance policy.

8.  Accuracy of Equipment. Customer acknowledges and agrees that TruckSpy’s Service requires certain types of wireless equipment that is capable of obtaining GNSS, GPS and/or A-GPS information. Customer acknowledges that it is prohibited from accessing the internal software operating system of the equipment in order to change its function, or to copy the programming scripts, or reverse engineer the Equipment hardware or software.

9.  Prohibited Use. 

9.1  Customer may not, and may not allow any third-party, including its Authorized Users, to use the Products: (i) for any inappropriate, improper, discriminatory, illegal, or otherwise harmful purpose or (ii) to violate, or encourage the violation of, the rights of others which includes, without limitation, legal rights (e.g., intellectual property or proprietary rights) or human rights (i.e., the rights inherent to all human beings regardless of race, sex, nationality, ethnicity, language, religion, or any other status, including without limitation the right to life and liberty, freedom from slavery and torture, freedom of opinion and expression, the right to work and education, and many more), each as reasonably determined by TruckSpy. To report any potential misuse or violation, please email support@truckspy.io. 

9.2.  For any TruckSpy Hardware requiring operator interaction including Email, Instant Messaging, Statusing and other such services or products, Customer agrees not to use the Hardware provided while operating the equipment in which the Product is installed. Said Hardware shall be used only when equipment is parked or in a mode not requiring the operator’s attention.

9.3.  Customer may not program or alter any Hardware other than the normal programmable parameters of such Hardware. TruckSpy has the right to interrupt Services or restrict service to any Hardware, if Customer is using the device in a fraudulent or unlawful manner.

9.4.  TruckSpy’s Products and Service are not substitutes for Customer’s direct supervision of its driver, employees, independent contractors, representatives, and agents. Customer agrees to use best efforts to hire and train only qualified and competent drivers, employees, independent contractors, representatives, and agents, and to provide the appropriate levels of supervision to same.

9.5.  The Products and Services are provided for guidance and assistance only and are not a substitute for the professional judgement of the Customer and its personnel. Customer agrees to abide by all laws while using TruckSpy products.

10.  Stolen or Lost Hardware. Customer agrees to immediately notify TruckSpy if the Hardware is lost or stolen and provide TruckSpy with such information and documentation as TruckSpy may request (including, without limitation, police reports, and affidavits). Customer further agrees to cooperate if TruckSpy chooses to investigate the matter further.

11.  Limited Warranty and Liability

11.1.  Customer acknowledges and agrees that the functionality of the Products and Services are dependent upon and subject to the wireless transmission interruptions and limitations. TruckSpy does not guarantee the availability or reliability of such wireless telecommunications carriers against potential interruptions, suspensions, or deactivations of service. TruckSpy provides no warranty as to the availability of coverage of wireless network.

11.2.  The Global Positioning System is a constellation of satellites owned and operated by the United States Government. TruckSpy does not guarantee the accuracy of the GPS location. Many factors, out of TruckSpy’s control, may affect the accuracy of the GPS location, including but not limited to: (i) the location of the Hardware in the Equipment; (ii) the surrounding terrain and buildings; (iii) signal disruption (i.e., jamming) from nearby government installations; (iv) interference due to limited communications with the GPS satellite constellation. Customer further acknowledges that the Products and Services may not function when direct line-of-sight view of the host receiving satellite is obstructed.

11.3.  TruckSpy also relies on third-party internet service providers for the transmission of data to and from the Customer. Due to the nature of the internet, third-party services can be affected by such things as data traffic, system outages, power failures, computer viruses, and acts of God. TruckSpy does not guaranty the integrity or reliability of such services of other providers for the transmission of Data to/from TruckSpy’s database servers.

11.4.  Although state and federal laws make it illegal for third parties to intercept communications, TruckSpy does not guarantee that a third party will not obtain unauthorized access to Data through illegal means during the transmission of such data from Customer to TruckSpy or from TruckSpy to its Vendors. TruckSpy shall not be liable to Customer or any third party for eavesdropping on or intercepting of any communication of the Data that occurs during data transmission. 

11.5.  Limited Software Warranty. TruckSpy warrants that if the Software fails to substantially conform to the specification in the Documentation, and if the nonconformity is reported in writing to TruckSpy within 60 days of the Effective Date, then TruckSpy will, in its sole discretion, remedy the nonconformity or refund an amount equivalent to Customer’s last three months of recurring monthly fees. In the event of a refund, the License shall terminate immediately. 

11.6.  Limited Hardware Warranty. TruckSpy warrants the Hardware for a period of one year, beginning from the date delivery to the Customer, provided that, in the event of a Hardware failure, TruckSpy may, in its sole discretion, repair or replace such Hardware. In the case of replacement, TruckSpy may, in its sole discretion, use different Hardware than original supplied so long as it is capable of providing the Services contemplated by this Agreement. Replacement Hardware may be used, new, or refurbished, in TruckSpy’s sole discretion.

11.7.  Exclusions. The following are excluded from coverage under this warranty.

  11.7.1.  Normal Wear and Tear. Periodic maintenance, repair, and replacement of parts due to normal wear and tear are excluded from coverage.

  11.7.2.  Abuse and Misuse. Defects or damage that result from improper operation, improper installation, storage, misuse or abuse, accident, or neglect, such as physical damage (cracks, scratches, etc.) to the surface of the product resulting from misuse.

  11.7.3.  Unauthorized Service or Modification. Defects or damages resulting from service, testing, adjustment, maintenance, alteration, including without limitation, software changes, or modification in any way by someone other than TruckSpy, or its authorized service centers, are excluded from coverage.

  11.7.4.  Altered Products. Products or Accessories with serial numbers or date tags that have been removed, altered, or obliterated; broken seals or that show evidence of tampering; mismatched board serial numbers; or nonconforming or non-TruckSpy housings, antennas, or parts, are excluded from coverage.

  11.7.5.  Communication Services. Defects, damages, or the failure of Hardware or Software due to any communication service or signal you may subscribe to, or use with, the Hardware or Software is excluded from coverage.

  11.7.6.  Products which are returned to TruckSpy that have become damaged in transit or which have become damaged due to improper packaging.

  11.7.7.  Obsolescence due to cellular network upgrades, transitions, or sunsetting of technology.

11.8.  Customer agrees that neither TruckSpy nor its Vendors, suppliers or licensors are responsible for any damages resulting from: (i) anything done or not done by someone else; providing or failing to provide Services, including but not limited to, deficiencies or problems with any Hardware or network coverage (for example, dropped, blocked, interrupted messages, etc.); (ii) traffic or other accidents, or any health-related claims relating to TruckSpy’s Services; (iii) false messages sent while using TruckSpy’s Services; (iv) interrupted, failed, or inaccurate location information services; or (v) things beyond TruckSpy’s control, including acts of God (for example, weather-related phenomena, fire, earthquake, hurricane, etc.), riot, strike, war, terrorism or government orders or acts, unauthorized access to personal information or Equipment by hackers or others who have obtained such access through illegal measures.

11.9.  Transferability. This warranty extends only to the first Customer and is not transferable.

11.10.  Disclaimer of Warranties. The Hardware, Software, Services, Data, and Documentation described in this Agreement are being provided by TruckSpy on an “as-is” basis. TruckSpy makes no representations or warranties, statutory, express or implied, including but not limited to, any warranty of merchantability, fitness for a particular purpose, title, or non-infringement concerning TruckSpy’s Product or Service, and any warranties arising out of course of dealing or usage of trade. TruckSpy does not authorize anyone to make any representation or warranty on its behalf, and Customer should not rely on any such statements. Any statements made in packaging, manuals, or other documents, or by any TruckSpy employee, agent, or representative, are for information purposes only. TruckSpy makes no warranty that the Services will meet Customer’s requirements or be available on an uninterrupted, secure, or error-free basis. TruckSpy makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any analytics or Data.

11.11.  Customer assumes all responsibility for use of the Products and Services. Customer acknowledges that Products and Services may not be error-free and that interruptions will likely occur from time to time. TruckSpy shall not be liable for: (i) any suspension or termination of the Service by TruckSpy or any other action taken by TruckSpy, in its sole discretion, intended to protect its system and rights of TruckSpy, Customers, or others; (ii) any damage or personal injury caused by the use of the Service; (iii) any other damage due directly or indirectly to causes beyond TruckSpy’s control.

11.12.  TruckSpy shall not be liable for special, incidental, consequential, indirect, punitive, or exemplary damages, even if TruckSpy has been advised of the possibility of such damages. TruckSpy is not responsible for any costs incurred as a result of the use of the Hardware, Software, Services, Data, or Documentation, including but not limited to, lost profits or revenue, loss of data, costs of recreating data, the cost of any substitute equipment or program, or claims by any third party, regardless of the cause of such loss or theory of liability, whether in contract, warranty, tort (such as negligence or gross negligence), or strict liability, in any way arising out of the use of TruckSpy’s Hardware, Software, Services, Data, or Documentation.

11.13.  TruckSpy’s aggregate liability arising from or relating to this Agreement, the Hardware, Software, Services, Data, or Documentation is limited to an amount equivalent to Customers last three months of recurring monthly fees.

11.14.  No loss, damages, theft, or destruction of the Hardware, in whole or in part, shall alter Customer’s obligations to TruckSpy under this Agreement, including but not limited to, Customer’s responsibility for the payment of Products and Services due under this Agreement.

11.15.  The Parties expressly agree that the provisions of this section are the sole and exclusive remedies of Customer in connection with this Agreement.

12.  Updates.

12.1.  TruckSpy continuously improves the Products and Services, and may from time to time (i) update the TruckSpy Software and cause Firmware updates to be automatically installed onto Customer Hardware; (ii) update the App; or (iii) upgrade Hardware equipment to newer models. TruckSpy may change or discontinue all or any part of the Products, at any time and without notice, at TruckSpy’s sole discretion. If TruckSpy discontinues supporting the Products or Services you have ordered in accordance with these Terms without replacing them with an updated version or newer model, Customer may request reimbursement, to be determined in TruckSpy’s discretion. Updates or upgrades may include security or bug fixes, performance enhancements, or new functionality, and may be issued with or without prior notification to Customer. Customer hereby consents to such automatic updates.

12.2.  From time to time, TruckSpy may in its sole discretion make Pre-Launch Offerings available to Customer. Should Customer opt to use Pre-Launch Offerings: (i) Customer agrees to provide all feedback reasonably requested by TruckSpy regarding such Pre-Launch Offerings and agrees that TruckSpy shall have all right title, and interest in and to all comments, suggestions, and other feedback (collectively, “Feedback”) provided by Customer to TruckSpy related to the Pre-Launch Offering. Customer hereby irrevocably transfers and assigns to TruckSpy all right, title, and interest it may have in such Feedback, and TruckSpy hereby accepts such transfer. Customer agrees to assume all risk, and waive and release TruckSpy from any claims, liabilities, damages, and losses, arising from or related to, directly or indirectly, the Pre-Launch Offerings. Customer further agrees to, without limitation as to amount, defend, indemnify, and hold harmless TruckSpy from any third-party claims arising from or related to, directly or indirectly, the Pre-Launch Offerings. Pre-launch offerings are provided “as is, where is,” without warranty of any kind. Customer acknowledges that Pre-Launch Offerings that may interact, interface, or integrate with third-party products and/or services may not be validated or supported by such third parties and may interfere with the operations of or void warranties for such third-party products and/or services. 

13.  Payment, Shipping, and Delivery. The payment and billing terms are set forth in the applicable Purchase Order or Fee Schedule. TruckSpy may submit Customer contact information and information related to the timeliness of Customer’s payments to credit rating, credit reporting, or similar agencies. Subject only to Section 7 above, Customer is responsible for all payments of applicable taxes, regardless of how they are designated or incurred under these Terms, and Customer shall reimburse TruckSpy for any taxes paid or payable on behalf of Customer. All shipments are EXW, freight pre-paid, and added to the Customer’s invoice.

14.  Accounts. Customer shall be solely responsible for administering and protecting Accounts. Customer agrees to provide access to the TruckSpy Software only to Authorized Users, and to require such Authorized Users to keep Account login information, including user names and passwords, strictly confidential and not provide such Account login information to any unauthorized parties. Customer is solely responsible for monitoring and controlling access to the TruckSpy Software and maintaining the confidentiality of Account login information and any provided API tokens. In the event that Customer or any Authorized User becomes aware that the security of any Account login information has been compromised, Customer shall immediately notify TruckSpy and deactivate such Account or change the Account’s login information. Authorized Users may only use the TruckSpy Software strictly on behalf of Customer and subject to these Terms. Customer is responsible and liable for any breach by an Authorized User of his or her obligations hereunder.

15.  Data.

15.1.  TruckSpy will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Subject to Section 7 above, TruckSpy will not disclose Customer Data without Customer consent, except when the disclosure of such data is compelled by law or permitted herein, and TruckSpy’s use of Customer Data in accordance with the license granted in this Section.

15.2.  Automatic Data Deletion. Customer Data will be automatically deleted based upon TruckSpy’s data retention policy at https://truckspy.io/data-rentention.

15.3.  Data Representation and Warranty. Customer represents and warrants that: (i) Customer will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorizations and/or agreements from any employee or third party that are necessary for TruckSpy to collect, use, and share Customer Data in accordance with these Terms, (ii) no Customer Data infringes upon or violates any other party’s intellectual property rights, privacy, publicity or other proprietary rights, and (iii) no Customer Data will (a) violate Applicable Law, (b) be obscene, defamatory, harassing, offensive or indecent, or (c) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters. CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS TRUCKSPY AND, IF RELEVANT, ITS VENDORS AND SUBPROCESSORS AGAINST ANY LIABILITIES, DAMAGES, DEMANDS, LOSSES, CLAIMS, COSTS, FEES (INCLUDING LEGAL FEES), AND EXPENSES IN CONNECTION WITH ANY THIRD-PARTY LEGAL OR REGULATORY PROCEEDING ARISING FROM ANY ACT OR OMISSION OF THE CUSTOMER IN RELATION TO CUSTOMER INSTRUCTIONS OR FROM THE CUSTOMER’S BREACH OF THIS SECTION.

15.4.  Release of Data. Customer acknowledges that to perform the Services and provide the Products described herein, TruckSpy may provide Vendors with access to the Software, Services, Data, and Documentation. Customer expressly consents to TruckSpy’s disclosure of all Data to its Vendors, subject to these Terms.

16.  Confidentiality.

16.1.  “Confidential Information” means any technical, financial, or business information disclosed by one Party to the other Party that: (i) is marked or identified as “confidential” or “proprietary” at the time of such disclosure; or (ii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. TruckSpy’s Confidential Information includes information related to any Products and Services, including the pricing thereof, customers, and any data or information that TruckSpy provides to Customer in the course of providing the Products to Customer. Customer Confidential Information includes Customer Data and any data or information that Customer provides to TruckSpy for the purpose of evaluating, procuring, or configuring the Services (for example, makes and models of vehicles or equipment, address book or CRM data, vehicle routes, or similar information). Confidential Information excludes information that: (i) is now or hereafter becomes generally known or available to the public, through no breach of the receiving Party’s confidentiality obligations; (ii) was known, without restriction as to use or disclosure, by the receiving Party prior to receiving such information from the disclosing Party; (iii) is acquired by the receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving Party without use or knowledge of or reference to any Confidential Information of the disclosing Party.

16.2.  Unless stated otherwise herein or if the producing Party has consented to its disclosure, the receiving Party agrees: (i) to maintain the disclosing Party’s Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third parties (except for any agents of receiving Party in performing under these Terms under reasonable confidentiality obligations); and (iii) not to use any such Confidential Information for any purpose except to perform under these Terms or as authorized by the disclosing Party. Notwithstanding anything to the contrary in these Terms, the receiving Party may disclose the disclosing Party’s Confidential Information to the extent required by law or regulation, provided that the receiving Party uses reasonable efforts to give the disclosing Party advance notice of such requirement and reasonably cooperates with the disclosing Party at the disclosing Party’s expense in preventing, limiting, or protecting such disclosure.

17.  Proprietary Rights.

17.1.  Software. TruckSpy and its licensors exclusively own all right, title and interest in and to the TruckSpy Software that Customer accesses or licenses, including all associated intellectual property rights. Customer acknowledges that the TruckSpy Software is protected by copyright, trademark, and other laws of the United States and foreign countries. Customer agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Customer acknowledges and agrees that the TruckSpy Software is licensed, not sold, and TruckSpy has and shall retain all ownership interest in the TruckSpy Software; further, the Parties agree that any reference to “purchase” or “sale” with respect to the TruckSpy Software shall be deemed to mean “license.” No ownership rights are being conveyed to Customer under these Terms. Customer shall and hereby does irrevocably transfer and assign to TruckSpy all right, title, and interest it may have in the TruckSpy Software to TruckSpy and TruckSpy hereby accepts such transfer. Except for the express rights granted herein, TruckSpy does not grant any other licenses or access rights, whether express or implied, to any other TruckSpy software, services, technology or intellectual property rights.

17.2.  Firmware. The Firmware is licensed, not sold. TruckSpy or its licensors retains ownership of the copy of the Firmware itself, including all intellectual property rights therein. Customer acknowledges that the Firmware is protected by copyright, trademark, and other laws of the United States and foreign countries. Customer acknowledges and agrees that the Firmware is licensed, not sold, and TruckSpy and/or its licensors have and shall retain all ownership interest in the Firmware; further, the Parties agree that any reference to “purchase” or “sale” with respect to the Firmware or Hardware containing the Firmware shall be deemed to mean “license” with respect to the Firmware. TruckSpy and/or its licensors reserve all rights in the Firmware not expressly granted to Customer in these Terms. Customer acknowledges and agrees that portions of the Firmware, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of TruckSpy and its licensors.

18.  Data Usage. TruckSpy reserves the right to impose reasonable data caps.

19.  Links to and Integrations with Third-Party Products or Services. The Products may contain links to and/or integrate with third party websites, resources, products and/or services. TruckSpy provides these links and integrations “as is,” without warranty of any kind and only as a convenience. TruckSpy is not responsible for the content, functionality, or availability of such third-party products and/or services. Customer acknowledges sole responsibility for and assumes all risk arising from its use of any third party websites, resources, products and/or services and any links or integrations made available thereto.

20.  Publicity. Customer hereby grants TruckSpy permission to use the Customer name and logo on TruckSpy’s website, customer lists, and marketing materials to list Customer as a customer. However, TruckSpy will not use Customer’s name, trademarks, or logos in any other way without Customer’s prior consent.

21.  Term. 

21.1.  The term of this Agreement begins upon the Effective Date and shall continue until (i) the License Expiration Date for the last active Purchase Order or other contract you entered into for the purchase of Products or under which Products are made available to you; (ii) you are no longer authorized to access and/or use the Products; or (iii) these Terms are otherwise terminated earlier as provided hereunder, whichever is earliest.

21.2.  Renewal. Unless you notify TruckSpy in writing of your intent to cancel the applicable Purchase Order or other contract you entered into for the purchase of Products or under which Products are made available to you at least sixty (60) days prior to the License Expiration Date, TruckSpy may renew your license term, effective on the License Expiration Date, for an additional 12-month period (or, in TruckSpy’s discretion, shorter periods to align license expiration dates across multiple active orders) (each such period a “Renewal Term”) at any time up to thirty (30) days after the License Expiration Date. Subject to TruckSpy’s renewal rights set forth in the foregoing sentence, you and TruckSpy may mutually agree to enter into a new Purchase Order to renew your license term upon the License Expiration Date, which new Purchase Order may include additional or different Products or license terms to the extent mutually agreed. If TruckSpy renews your license term as described in the first sentence of this paragraph, license pricing for each Renewal Term will not exceed the license price for the immediately preceding license period on a prorated basis (i.e., the Initial Term or immediately preceding Renewal Term, as applicable) plus 5% per year from the original purchase date, and your payment method and terms will remain the same as indicated on the applicable Purchase Order (e.g., monthly if you were allowed monthly payments, or yearly if you were allowed annual payments or upfront payment). Please email support@truckspy.io for any questions regarding automatic renewal.

22.  Survival. Upon any termination or expiration of these Terms, the following Sections of these Terms will survive: 5, 8, 11, 13, 15, 16, 17, 20. At the Customer’s reasonable request, and subject to TruckSpy’s data retention and backup policies, TruckSpy shall delete and remove any Data on the Software.

23.  Limited Indemnity by TruckSpy.

23.1.  TruckSpy will defend, at its expense, any action brought against Customer to the extent that it is based upon a claim that Customer’s use of the Services infringes a third party’s registered copyright or US patent (a “Claim”) and will pay all costs and damages finally awarded against Customer by a court of competent jurisdiction as a result of such a Claim.

23.2.  Indemnification Procedure. Customer shall provide TruckSpy prompt written notice of such a Claim and provide TruckSpy information, reasonable assistance, and sole authority to defend or settle the Claim. TruckSpy shall not enter into any settlement of a Claim admitting liability or incurring obligations on behalf of Customer, without Customer’s prior written consent.

23.3.  Modification. If any part of the Services becomes, or in TruckSpy’s opinion is likely to become, the subject of an infringement claim, TruckSpy may (i) modify the Services to make them non-infringing; (ii) secure for Customer the right to continue using the Services; or (iii) if in the sole opinion of TruckSpy, neither subsection (i) nor subsection (ii) is reasonably possible, terminate Customer’s right to use the Products and Services and provide Customer with a refund of any amounts prepaid by Customer for use of the Products and Services after the termination date.

23.4.  Sole and Exclusive Remedy. This Section states the sole remedy of Customer and exclusive liability of TruckSpy with respect to infringement of third-party intellectual property rights under this Agreement.

24.  Governing Law, Jurisdiction, and Venue. This Agreement shall be delivered in, and shall in all respects be governed by, subject to, enforced, and construed in accordance with the substantive laws of State of Texas including all matters of construction, validity, performance, and enforcement, without reference to Texas’s conflict of law principles. Any action or proceeding arising from, related to or in connection with this Agreement shall be brought and litigated exclusively in the state district courts of Tarrant County, Texas. The Parties hereby irrevocably submit to the exclusive jurisdiction of such state district courts in Tarrant County, Texas, and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

25.  Jury Trial Waiver. The Parties hereby knowingly, voluntarily, and unconditionally waive their right to a jury trial with respect to any and all claims or causes of action arising from or relating to this Agreement. The Parties acknowledge that a right to a jury is a constitutional right, and they have had an opportunity to consult with independent counsel regarding this express waiver of their right to a jury trial.

26.  Limitation of Action. Except for actions arising in connection with indemnification, neither TruckSpy nor Customer may bring legal action with respect to this Agreement more than one year after the legal action accrues.

27.  Force Majeure. TruckSpy is not liable or responsible, nor shall be deemed to have defaulted under or breached these Terms, for any failure to perform or delay in performing its obligations under these Terms due to an event of force majeure. An event of force majeure is any event or circumstance beyond TruckSpy’s reasonable control, such as war, hostilities, act of God, earthquake, flood, fire, or other natural disaster, strike or labor conditions, material shortage, epidemic, disease, government action, or failure of utilities, transportation facilities, or communication or electronic systems.

28.  Miscellaneous. These Terms together with any applicable Purchase Order constitute the entire and exclusive understanding and agreement between TruckSpy and you regarding the Products, and these Terms supersede and replace any and all prior oral or written understandings or agreements between TruckSpy and you regarding the Products. If there is a conflict between the terms of a Purchase Order and these Terms, then the terms of the Purchase Order control over these Terms. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without TruckSpy’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of your company. Any attempt by you to assign or transfer these Terms, without such consent, will be void. TruckSpy may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors and permitted assigns. Any notices or other communications provided by TruckSpy under these Terms, may be given: (i) via email; (ii) by posting to TruckSpy’s website; or (iii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Either Party’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of both Parties. Except as expressly set forth in these Terms, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. 

29.  Contact Information. If you have any questions about these Terms or the Products, please contact TruckSpy at support@truckspy.io or by mail to 2459 Forest Park Blvd, STE 128, Ft Worth TX 76110.