Terms of Service

EFFECTIVE DATE: September 2, 2026

IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service (this “Agreement”) govern access to and use of the services made available by GoAardvark (“we,” “us,” or “our”) through GoAardvark.com and any related applications, together with all software, features, tools, platform functionality, and any Hardware installed in connection with the Services (collectively, the “Services”).

By accessing or using the Services, or by executing an Order Form that references this Agreement, you (“Customer,” “you,” or “your”) agree to be bound by this Agreement. If you enter into this Agreement on behalf of an entity, you represent that you have authority to bind that entity. This Agreement applies to users eighteen (18) years or older who are capable of forming a binding contract. If you do not agree, do not access or use the Services.

PLEASE NOTE: Section 4 governs custom development and paid feature prioritization and states that fees paid to prioritize development purchase queue position only — they do not transfer ownership, create exclusivity, or prevent us from making the resulting functionality generally available to all customers. Section 5A governs Hardware installed on your equipment and your responsibilities for it after installation. Section 14 contains a binding arbitration provision and a class action waiver that affect how disputes are resolved.

1. Definitions

Capitalized terms have the meanings set out below. Terms defined in an Order Form have the same meaning here.

Affiliate — any entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent (50%) of voting securities.

Authorized User — an individual you authorize to access the Services, including employees, contractors, and agents.

Beta Services — features, modules, or functionality identified as alpha, beta, preview, early access, pilot, limited availability, or otherwise not generally available.

Confidential Information — non-public information designated as confidential or reasonably understood to be confidential, including software, algorithms, methodologies, business plans, pricing, customer lists, and technical specifications.

Custom Development — any feature, function, enhancement, integration, connector, report, dashboard, workflow, data model, configuration, script, or other functionality of or for the Services that is designed, developed, prioritized, accelerated, or delivered in connection with a Prioritization Fee, a statement of work, Professional Services, or a request, specification, or requirement provided by you.

Customer Data — electronic data, files, or content you or your Authorized Users submit to or store in the Services.

Documentation — the user manuals, help files, and reference materials we make available for the Services.

Feedback — suggestions, enhancement requests, corrections, specifications, requirements, workflow descriptions, or other feedback relating to the Services.

Hardware — any physical device, sensor, gateway, telematics unit, tag, cable, mount, or related equipment that we or an Installer provide and install on or in connection with your equipment, vehicles, or facilities to enable or support the Services, together with any firmware embedded in it.

Installer — any third party engaged (by us, by you, or by mutual arrangement) to physically install, relocate, service, or deinstall Hardware. An Installer is not our employee or agent for purposes of this Agreement, and is not your Authorized User.

Intellectual Property Rights — rights under patent, copyright, trademark, trade secret, database, design, and other proprietary rights recognized worldwide.

Malicious Code — viruses, worms, time bombs, Trojan horses, ransomware, and other harmful code.

Order Form — a mutually executed ordering document or online subscription agreement specifying the Services, fees, usage limits, and term.

Prioritization Fee — any fee, deposit, contribution, sponsorship, co-development payment, non-recurring engineering charge, or similar amount paid by you in connection with the design, development, enhancement, configuration, acceleration, or scheduling of any functionality of the Services, however labeled in an Order Form, statement of work, proposal, invoice, or correspondence.

Professional Services — implementation, onboarding, configuration, data migration, integration, reporting, training, advisory, or similar services we perform for you. Professional Services do not include physical installation, relocation, or deinstallation of Hardware, which is governed by Section 5A.

Provider IP — the Services, Software, Hardware, Documentation, methodologies, models, interfaces, trademarks, Custom Development, and all related Intellectual Property Rights.

SLA — our Service Level Agreement as updated from time to time.

Software — our proprietary software, including source and object code, scripts, APIs, SDKs, and integrations.

Service Generated Data — de-identified data about configuration, usage, and performance of the Services, generated by our operation of them. This does not include Customer Data.

Telematics Data — machine-reported data originating from equipment, sensors, telematics devices, OEM systems, dealer systems, third-party aggregators, or standardized feeds (including AEMP / ISO 15143-3), such as location, hour meters, odometer, fuel, idle, utilization, fault and diagnostic codes, and status.

Third-Party Services — software, hardware, data feeds, APIs, portals, or services provided by parties other than us, including OEMs, dealers, telematics providers, rental and lease systems, ERP and accounting systems, and project management platforms.

2. Services, License, and Access Rights

2.1 Grant of Access

Subject to this Agreement and timely payment, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the Services for your internal business purposes only. No other rights or licenses are granted. Access is not contingent on the delivery of any future functionality or on any public or private statement regarding future features, roadmaps, or timelines.

2.2 License Scope

We grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the hosted Software through the interfaces we provide, up to the seat, instance, or environment limits stated in the Order Form, for your internal business use. We do not deliver copies of the Software; the Software is operated by us as a hosted service. Your rights with respect to Hardware are governed separately by Section 5A.

2.3 Usage Restrictions

You shall not, and shall not permit any Authorized User or third party to:

– copy, modify, translate, or create derivative works of the Services except as expressly permitted;

– reverse engineer, disassemble, or decompile the Services (including any Hardware or its firmware), or attempt to derive source code, algorithms, or proprietary methodologies;

– rent, lease, sublicense, resell, or distribute the Services;

– remove or obscure any proprietary notice or attribution;

– use the Services to build or improve a competing product or service;

– access the Services by automated means except through an authorized API, or use scraping, harvesting, or unauthorized monitoring;

– transmit Malicious Code or interfere with the integrity, performance, or security of the Services; or

– access the Services using unauthorized credentials.

2.4 Authorized Users and Account Security

You are responsible for all activity under your account, including all API calls made with your credentials, and for ensuring your Authorized Users comply with this Agreement. You shall keep credentials confidential, not share them, and promptly notify us of any unauthorized access. We may disable accounts, keys, or tokens that violate this Agreement or pose a security risk. You shall designate a primary administrative contact in the Order Form as the principal liaison for account, security, and notice purposes.

2.5 External Use of Output

Output you generate through the Services from your own Customer Data is yours to use, including externally. This Agreement restricts redistribution of the Services themselves — not the work product you create with them. You shall not, however, publish benchmarks, comparative performance figures, or screenshots of the Services for competitive purposes without our prior written consent.

2.6 Trial Services

We may offer trial access until the trial period ends or a paid subscription begins. Trial Services are provided “as-is” without warranty or support obligation and do not auto-renew. If you do not purchase before the trial expires, access terminates and the post-termination obligations apply to anything obtained during the trial.

2.7 Artificial Intelligence and Machine Learning

We may use Service Generated Data to train, evaluate, and improve the Services. You shall not use output of the Services to train, fine-tune, or improve any model that substitutes for or competes with the Services. We will not use your Customer Data to train models made available to other customers except in de-identified, aggregated form under Section 3.

2.8 Beta and Early Access Features

We may make Beta Services available to you. Beta Services are provided “as-is” and “as available,” are excluded from the SLA, the warranties in Section 10.1, and any support commitment, and may be incomplete, unstable, or materially changed, restricted, or discontinued at any time without notice or liability. Beta Services are our Confidential Information. Use of Beta Services is at your sole risk, and you shall not rely on them for production, operational, financial, safety, or compliance purposes. Nothing about a Beta Service obligates us to release it generally or on any timeline.

2.9 Customer Responsibilities and Compliance

You are responsible for: the accuracy, quality, legality, and completeness of Customer Data and of any data you direct us to ingest from Third-Party Services; obtaining and maintaining all rights, licenses, credentials, consents, and authorizations necessary for us to access, ingest, and process that data on your behalf; providing all notices and obtaining all consents required for the collection and processing of location and operational data associated with your personnel, operators, drivers, or contractors; maintaining your own network, hardware, telematics subscriptions, and connectivity (other than Hardware we provide, which is governed by Section 5A); and complying with all laws applicable to your use of the Services. You represent that you have the authority to grant us the access described in this Agreement with respect to each Third-Party Service you connect.

3. Proprietary Rights and Intellectual Property

3.1 Ownership of Provider IP

We exclusively own and retain all right, title, and interest in Provider IP, including all Hardware except as expressly stated in Section 5A. No ownership of Provider IP passes to you. All rights not expressly granted are reserved.

3.2 Customer Data

You retain all right, title, and interest in Customer Data. You grant us a non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, and display Customer Data solely to provide the Services. On written request within thirty (30) days after termination, we will provide a copy in a standard machine-readable format, and will use commercially reasonable efforts to delete Customer Data from active systems within ninety (90) days, except as required by law or for archival, backup, or audit purposes.

3.3 Service Generated Data and Aggregated Data

We exclusively own Service Generated Data and any de-identified, aggregated insights derived from operation of the Services that cannot identify you or any individual, and may use, reproduce, and create derivative works from them for any lawful purpose, including product improvement and benchmarking. Your business data remains Customer Data under Section 3.2.

3.4 Feedback

You irrevocably assign to us all right, title, and interest in Feedback, and we may use, incorporate, modify, and commercialize Feedback without attribution, compensation, or obligation. Where assignment is not permitted by law, you grant us an irrevocable, perpetual, worldwide, royalty-free, sublicensable license to use Feedback without restriction. This applies regardless of whether the Feedback is given informally, in a support ticket, during an implementation, in a requirements document, or in connection with a paid engagement.

3.5 No Reverse Engineering or Contest

You shall not reverse engineer, decompile, or derive source code, models, or methodologies from the Services or any Hardware, nor copy their features, interface elements, or graphics for competitive purposes. You shall not contest or aid in contesting the ownership or validity of our Intellectual Property Rights, including our ownership of Custom Development under Section 4 and of Hardware under Section 5A.

3.6 Trademarks

Our name, logo, and related marks are our exclusive property, and you shall not use them except as expressly authorized in writing. You grant us a limited, revocable, worldwide, non-exclusive license to use your name, logo, and company description in our customer lists and marketing materials; you may revoke this license by written notice to support at goaardvark.com, effective within a commercially reasonable time. The Services may display third-party marks, which remain their owners’ property.

4. Custom Development, Prioritization Fees, Professional Services, and Roadmap

4.1 What a Prioritization Fee Buys

A Prioritization Fee purchases engineering prioritization only. It is consideration for our agreement to schedule requested work ahead of other candidate work on our product roadmap and to apply engineering attention to it. A Prioritization Fee is not a purchase of software, a commission of work made for hire, a development contract for your benefit, a joint venture, a partnership, a co-ownership arrangement, or a grant of any right of control, approval, exclusivity, or veto over the resulting functionality or over our roadmap. Payment of a Prioritization Fee grants you no rights in the Services other than the access rights in Section 2.

4.2 We Own All Custom Development

We solely and exclusively own all right, title, and interest, including all Intellectual Property Rights, in and to all Custom Development and in and to all code, designs, user interfaces, data models, schemas, workflows, algorithms, integrations, configurations, documentation, and other work product created, conceived, developed, or reduced to practice in connection with any Prioritization Fee, statement of work, or Professional Services. This applies whether or not the work was based on your specifications, requirements, requests, processes, or ideas; whether or not it was initially built only for your account; whether or not you paid all or part of its development cost; and whether or not your personnel participated in its design, testing, or review.

No Custom Development is a “work made for hire” for you. To the extent any right, title, or interest in Custom Development would otherwise vest in you by operation of law or otherwise, you hereby irrevocably and unconditionally assign it to us in full, at no additional cost, and you waive all moral rights, rights of attribution, and rights of integrity in it. You shall execute any documents we reasonably request to perfect or record that ownership, and you appoint us your attorney-in-fact, coupled with an interest, to execute such documents if you fail to do so within ten (10) business days of request.

4.3 Custom Development Is Sold to Others by Default

All Custom Development becomes part of the general Services. We may, at our sole discretion and without notice to you, without your consent, and without any payment, credit, revenue share, royalty, discount, or attribution to you:

make the Custom Development available to any other customer or prospective customer, including your competitors;

include it in the standard product, any packaging, any pricing tier, or any free or trial offering;

demonstrate, market, sell, document, and publicly describe it;

license, sublicense, resell, or distribute it through partners, resellers, marketplaces, or integrations; and

modify, extend, rename, re-architect, deprecate, or discontinue it under Section 4.8.

No Custom Development is exclusive to you. You receive no exclusivity period, no head start, no embargo, no “first look,” no right of first refusal, no most-favored-customer right, and no right to restrict, delay, condition, or approve its release to any other party. No statement, proposal, presentation, email, sales conversation, prior course of dealing, or industry custom modifies this Section.

4.4 No Guarantee of Delivery, Scope, Timing, or Outcome

A Prioritization Fee guarantees prioritization, not delivery. We do not warrant or commit that any requested functionality will be built, completed, released, released in any particular form, released by any particular date, or that it will achieve any particular result, performance, or business outcome. Estimates, target dates, sprint plans, and scope descriptions are non-binding projections. We may in our sole discretion change the design, scope, technical approach, or user experience of Custom Development, including in ways that differ from your request, and may pause, descope, defer, or abandon the work.

4.5 Prioritization Fees Are Non-Refundable

Prioritization Fees are earned on receipt and are non-cancellable, non-refundable, and non-creditable, including if: the work is delayed, descoped, redesigned, deprioritized, superseded, or never released; the delivered functionality differs from what you envisioned or requested; the functionality is made available to other customers, including your competitors; you terminate this Agreement or stop using the Services; or the functionality is later modified or discontinued. Prioritization Fees are not credits against subscription fees and do not reduce, offset, or satisfy any other amount owed.

4.6 No Restriction on Our Business; Residual Knowledge

Nothing in this Agreement limits our right to design, develop, acquire, license, market, or provide products, features, or services that are similar to or competitive with any Custom Development, or to do so for any other party, including at the request of another customer with similar requirements. Our personnel are free to use the general knowledge, skills, experience, ideas, concepts, know-how, and techniques retained in their unaided memory from work performed for you.

4.7 Your Inputs Are Feedback

Requirements, specifications, wireframes, workflow descriptions, business rules, process documentation, prioritization requests, and similar materials you provide in connection with Custom Development or Professional Services are Feedback and are assigned to us under Section 3.4. This does not change our obligations with respect to Customer Data under Section 3.2 or with respect to information you designate in writing as Confidential Information under Section 8 — but our ownership and free use of the resulting functionality under Sections 4.2 and 4.3 is not limited by those obligations, and functionality does not become your Confidential Information because it originated from your request.

4.8 Roadmap, Demonstrations, and No Reliance

Roadmaps, timelines, backlogs, demonstrations, prototypes, mockups, Beta Services, release notes, and any written or oral statement about future functionality are provided for informational purposes only, are not commitments, are not part of this Agreement, and are subject to change or withdrawal at any time. You agree that your purchase decision is not contingent on the delivery of any future functionality. We have no obligation to develop, release, maintain, support, or continue any feature, integration, or capability, and may modify or discontinue any part of the Services at any time, provided that we will not materially diminish the core functionality you are then paying for during a paid term except as permitted under Section 10.1 and Section 5.

4.9 Professional Services

Professional Services are provided on a time-and-materials basis at our then-current rates unless an Order Form or statement of work specifies a fixed fee, and are invoiced as incurred. Reasonable pre-approved travel and out-of-pocket expenses are reimbursable. Professional Services are not work made for hire; any deliverable produced through Professional Services is Custom Development, is owned by us under Section 4.2, and is licensed to you only as part of the Services under Section 2. Professional Services fees are non-refundable once performed. If a statement of work conflicts with this Section 4, this Section 4 controls with respect to ownership, exclusivity, and refunds.

4.10 Customer Dependencies and Delay

Timely performance of Custom Development and Professional Services depends on your reasonable cooperation, including timely access to data, systems, credentials, subject-matter experts, decisions, and approvals. Delays, incomplete information, or changes in your requirements may result in schedule changes and additional fees. We are not liable for any delay or deficiency caused by your acts, omissions, source data, or Third-Party Services.

4.11 Data Migration

You are solely responsible for the accuracy, completeness, formatting, and legality of data you provide or direct us to migrate, and for validating migrated data before relying on it. We are not responsible for defects, gaps, or errors originating in your source data or in a Third-Party Service, or for reconciling historical records.

4.12 No Representations by You

You shall not state or imply to any third party that you own, control, co-own, exclusively use, license, or have exclusive access to any part of the Services or any Custom Development, or that any functionality was built for you or is unavailable to others. We are under no obligation to identify you as the sponsor or originator of any functionality, and may release functionality without reference to you.

5. Third-Party Services, Telematics, and OEM Data

5.1 Third-Party Services Generally

The Services may connect to, ingest data from, or transmit data to Third-Party Services. Your use of a Third-Party Service is governed by your agreement with that provider, not this Agreement. We do not control Third-Party Services and are not responsible for their availability, accuracy, security, pricing, terms, or continued support of any interface. A Third-Party Service may change, rate-limit, restrict, deprecate, or terminate its API, feed, portal, or data sharing at any time, which may degrade, delay, or remove functionality in the Services. Any such change is not a breach of this Agreement, is not an SLA event, and does not entitle you to a refund, credit, or termination right.

5.2 Telematics and OEM Data Are Provided As Reported

Telematics Data originates from equipment, sensors, telematics hardware, OEM and dealer systems, aggregators, and cellular or satellite networks that we do not own, operate, or control. Telematics Data is presented as reported and may be delayed, stale, incomplete, duplicated, misattributed, incorrectly scaled, or inaccurate. We do not independently verify Telematics Data and make no warranty as to its accuracy, timeliness, completeness, or fitness for any purpose, including hour meters, odometer readings, location, geofence events, fuel and idle metrics, utilization, and fault or diagnostic codes.

5.3 Outages, Gaps, and Coverage

Telematics outages and data gaps are inherent to mixed-fleet equipment management and may result from device failure, power or battery loss, subscription lapse, network coverage, OEM system changes, dealer portal access changes, equipment sold, returned, or off-rent, and other causes outside our control. Absence of data, delayed data, or a failure to detect or report an outage is not a defect in the Services, not a breach of the warranties in Section 10.1, and not an SLA event. Any outage detection, alerting, or health reporting feature is a best-effort informational tool.

5.4 Not a System of Record for Safety, Maintenance, or Compliance

The Services are informational and administrative tools. You remain solely responsible for equipment inspection, preventive and corrective maintenance, operator qualification and safety, jobsite conditions, insurance, and compliance with all applicable laws and regulations, including those administered by OSHA, DOT/FMCSA, the EPA, and state and local authorities. You shall not rely on the Services as the sole basis for any safety-critical decision, regulatory filing, inspection interval, hours-of-service determination, emissions or emissions-tier compliance, or statutory or contractual deadline, and shall maintain independent records and controls. Alerts, reminders, fault codes, and notifications may be delayed, suppressed, or not delivered.

5.5 Financial, Warranty, Rental, and Lease Outputs Are Estimates

Cost allocation, internal billing rates, utilization and chargeback calculations, rental and lease billing figures, off-rent determinations, depreciation and residual values, warranty eligibility and claim outputs, and similar results produced by the Services are estimates generated from the data available to us. They are not accounting, tax, legal, valuation, or insurance advice, and are not a substitute for the governing OEM warranty terms, rental or lease agreement, purchase order, invoice, or applicable accounting standards. You are responsible for verifying all such outputs against the underlying source documents before submitting a claim, issuing an invoice, recognizing revenue, or making a financial decision.

5.6 Credentials and Authority

Where you provide credentials or authorize us to access an OEM, dealer, telematics, rental, ERP, or project management account on your behalf, you represent that you have the right to do so and that such access does not violate your agreement with that provider. We may suspend an integration if a provider objects, revokes access, or changes its terms, without liability.

5A. Hardware and Installation

5A.1 Nature of Your Rights in Hardware

Except where an Order Form expressly states that Hardware is sold to you, all Hardware is provided to you on a revocable, non-exclusive, non-transferable license-to-use basis only, for so long as you are a current subscriber to the Services with respect to the equipment on which it is installed. Title to Hardware remains with us (or our licensor) at all times and does not pass to you upon installation, delivery, payment of any fee, or otherwise. Hardware is not Customer Data, is not Custom Development, and use of Hardware does not create any ownership, security, or leasehold interest in your favor.

5A.2 Installation by Third-Party Installers

Hardware is typically installed, serviced, relocated, or deinstalled by an Installer rather than by us directly. You acknowledge and agree that: (a) an Installer is an independent contractor and is not our employee, partner, or agent, and nothing in this Agreement makes an Installer’s acts or omissions our acts or omissions; (b) you are responsible for providing an Installer with safe, lawful, and reasonable access to your premises, personnel, and equipment, and for ensuring the equipment to be fitted with Hardware is in a condition suitable for installation; (c) we are not responsible for delay, damage, or defect arising from your site conditions, your equipment’s pre-existing condition, or your failure to prepare the installation site; and (d) any claim you have regarding the quality, timing, or manner of a physical installation is subject to Section 5A.7 and does not affect your obligations elsewhere in this Agreement, including your payment obligations under Section 6.

5A.3 Use, Handling, and Prohibited Conduct

You shall not, and shall not permit any Authorized User, employee, contractor, or other third party to: (a) relocate, remove, disconnect, open, disassemble, or modify any Hardware, or connect it to any power source, network, vehicle, or piece of equipment other than the one on which it was installed, without our prior written authorization; (b) tamper with, defeat, obscure, or remove any tamper-evident seal, serial number, asset tag, or identifying mark on Hardware; (c) attempt to reverse engineer, extract firmware from, or reflash any Hardware; (d) use Hardware for any purpose other than to enable or support the Services; or (e) permit Hardware to be serviced, repaired, or relocated by anyone other than an Installer authorized by us. You shall promptly notify us before any planned sale, transfer, retirement, scrapping, or off-lease/off-rent return of equipment on which Hardware is installed, and shall cooperate with us or our Installer to arrange deinstallation in advance of that event wherever reasonably possible.

5A.4 Risk of Loss and Damage After Installation

Risk of loss of, theft of, or damage to Hardware passes to you upon installation. You are responsible for Hardware for as long as it remains on or in your equipment or premises, including loss or damage caused by ordinary operation of the equipment, accident, weather, vandalism, theft, or your personnel’s or contractors’ acts or omissions, except to the extent caused by our or our Installer’s gross negligence or willful misconduct. If Hardware is lost, stolen, or damaged beyond repair while in your care, you shall notify us promptly and, unless the loss or damage is covered by an applicable manufacturer warranty, shall pay our then-current replacement fee for the affected Hardware. This Section 5A.4 does not create an insurance obligation on our part, and you remain responsible for maintaining your own insurance covering your equipment and any Hardware installed on it.

5A.5 Return and Deinstallation

Upon the earlier of (a) expiration or termination of this Agreement, (b) termination or non-renewal of the subscription applicable to the equipment on which Hardware is installed, or (c) our written request following a sale, retirement, or disposal of that equipment, you shall make the affected equipment reasonably available for deinstallation of the Hardware by us or an Installer, or, if we so elect, shall deinstall and return the Hardware yourself in accordance with our instructions, in either case within thirty (30) days of the triggering event. If you fail to do so, or if Hardware is not returned to us in operable condition, ordinary wear and tear excepted, we may invoice you, and you shall pay, our then-current non-return fee for each unit of unreturned or damaged Hardware. This Section 5A.5 is in addition to, and does not limit, our rights under Section 7.

5A.6 No Warranty; Not a Safety System

Hardware is provided “as is.” Except for any manufacturer’s warranty that we pass through to you on request, we disclaim all warranties with respect to Hardware to the fullest extent permitted under Section 10. Installation of Hardware does not constitute a certification, inspection, or warranty that your equipment is safe, roadworthy, or fit for operation, and Section 5.4 (Not a System of Record for Safety, Maintenance, or Compliance) applies equally to Hardware and to any data, alert, or status it produces. You remain solely responsible for verifying your equipment’s condition and safety before and after any installation, relocation, or deinstallation of Hardware, whether performed by us, an Installer, or your own personnel.

5A.7 Claims Relating to Installation

Any claim relating to the physical act of installing, relocating, servicing, or deinstalling Hardware — including damage to your equipment, property, or premises allegedly caused during that process — must be submitted to us in writing within thirty (30) days of the event giving rise to the claim, describing the claim and supporting documentation (which should include photographs where damage is alleged), or the claim is waived. This notice requirement does not limit any other provision of this Agreement, including Sections 10 through 12.

5A.8 Indemnification for Hardware Misuse

In addition to Section 12, you shall defend, indemnify, and hold harmless us, our Affiliates, and our Installers from any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of your, your Authorized Users’, or your other personnel’s or contractors’ unauthorized relocation, removal, tampering, modification, or mishandling of Hardware, or your failure to provide safe and reasonable access for installation or deinstallation under Section 5A.2.

6. Fees and Payment

6.1 Fees

You shall pay all fees in the applicable Order Form, including any start-up, access-tier, subscription, overage, Prioritization Fee, installation, Hardware replacement or non-return, and professional-services fees. Fees are non-cancellable and, except as expressly provided, non-refundable, and are based on purchased Services and access tiers rather than actual usage unless the Order Form provides usage-based billing. All fees are quoted and payable in United States dollars unless otherwise specified.

6.2 Payment Terms and Suspension

Invoices are due within thirty (30) days of the invoice date unless otherwise specified. We may charge interest on past-due amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. If you fail to pay undisputed invoices within sixty (60) days, we may, on thirty (30) days’ prior written notice, suspend the Services without liability, and may accelerate all unpaid fees. Reinstatement requires full payment plus accrued interest and may carry a reasonable reconnection fee. Suspension does not relieve you of payment obligations. You shall reimburse our reasonable costs of collection, including attorneys’ fees.

6.3 Seat True-Up

If your usage exceeds the seats, instances, environments, connected assets, or other units contracted in the Order Form, we may invoice for the additional usage at the specified or current list rates, or require you to upgrade to an appropriate tier. We will use commercially reasonable efforts to notify you before imposing charges.

6.4 Taxes and Currency

All fees exclude applicable taxes. You are responsible for all sales, use, value-added, withholding, and similar assessments, excluding taxes on our net income, and for any currency exchange, foreign transaction, or wire fees associated with your payment.

6.5 Price Adjustments

We may modify the fees for any Renewal Term, and the modified fees take effect at the start of that Renewal Term. No cap, index, percentage limit, or other limitation applies to the amount of any increase. We may communicate fee changes through the renewal process, the Services, or other reasonable means, and are not required to provide notice within any particular period in advance. Your continued use of the Services after modified fees take effect constitutes acceptance of them.

6.6 Records and Verification

You shall maintain accurate records of your use of the Services sufficient to verify compliance with the Order Form. On reasonable prior written notice and no more than once in any twelve (12) month period, we may review those records, or use the Services’ own usage measurements, to verify compliance. If verification shows underpayment, you shall promptly pay the shortfall at list rates plus interest under Section 6.2, and shall reimburse our reasonable verification costs if the shortfall exceeds five percent (5%).

6.7 Disputed Amounts

You shall notify us in writing of any good-faith dispute regarding an invoice within thirty (30) days of the invoice date, describing the disputed amount and the basis for the dispute. Amounts not disputed within that period are deemed accepted. You shall timely pay all undisputed amounts.

7. Term, Renewal, and Termination

7.1 Term and Automatic Renewal

This Agreement begins on the effective date in the Order Form and continues for the initial subscription period (the “Initial Term”); if none is specified, the Initial Term is 12 months. At the end of the Initial Term, this Agreement automatically renews for successive periods equal in length (each a “Renewal Term”) unless either party gives written non-renewal notice at least sixty (60) days before the end of the then-current term. We are not required to provide any renewal reminder, and any reminder we may send does not affect the operation of this automatic renewal.

7.2 Termination for Cause

Either party may terminate on written notice if the other materially breaches and fails to cure within thirty (30) days after notice, or becomes insolvent or subject to bankruptcy proceedings. We may terminate immediately on written notice if you fail to cure non-payment within thirty (30) days after notice.

7.3 Termination for Convenience by Provider

We may terminate for convenience on thirty (30) days’ prior written notice, in which case we will provide a pro-rata refund of prepaid subscription fees for the remainder of the then-current term. Prioritization Fees and fees for Professional Services performed are not refundable under this Section.

7.4 Immediate Termination for Misuse

We may terminate immediately on written notice if you use the Services in violation of the license or restriction provisions, redistribute or sublicense output in violation of this Agreement, build or populate a competing product or dataset, assert or attempt to assert ownership of or exclusivity in any Custom Development in violation of Section 4 or in any Hardware in violation of Section 5A, tamper with or fail to return Hardware as required by Section 5A, or fail to meet the post-termination obligations. On termination under this Section you are not entitled to any refund.

7.5 Effect of Termination

On expiration or termination for any reason: all licenses immediately cease, including your license to use Hardware under Section 5A; your right to access, use, or retain the Services terminates; you must discontinue all use; all outstanding payments become immediately due; Customer Data retrieval is governed by Section 3.2; Hardware return and deinstallation is governed by Section 5A.5; and the other post-termination obligations below apply. You cannot cancel during the term and are not entitled to refunds except as expressly provided in Section 7.3.

7.6 Survival

The provisions on Definitions, the artificial intelligence and machine learning restrictions, Customer Responsibilities, Proprietary Rights, Custom Development and Prioritization Fees, Hardware and Installation, Third-Party Services and Telematics disclaimers, accrued Fees, Immediate Termination, Effect of Termination, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and General Provisions survive expiration or termination.

8. Confidentiality

8.1 Obligations

Each party shall hold the other’s Confidential Information in strict confidence using at least reasonable care, not disclose it except to employees, contractors, and advisors with a need to know who are bound by comparable obligations, and use it solely for the purposes of this Agreement.

8.2 Exclusions and Compelled Disclosure

Confidential Information excludes information that is or becomes public through no fault of the receiving party, was rightfully known before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the disclosing party’s Confidential Information. A party may disclose Confidential Information to the extent required by law or court order, provided it gives prompt notice where legally permitted and cooperates with protective-order efforts.

8.3 Relationship to Custom Development

Confidentiality obligations do not limit our ownership or use of Feedback under Section 3.4, of Custom Development under Section 4, or of Hardware under Section 5A, and functionality in the Services does not become your Confidential Information because you requested, funded, specified, or first used it.

9. Website Use and Content Standards

9.1 Website Access and Prohibited Uses

We may withdraw or modify the website and any content or feature at our discretion without notice, and are not liable if any part is unavailable. You are responsible for the connection and equipment needed to access it. You shall use the website only for lawful purposes and shall not: violate applicable law; exploit or harm minors; transmit spam or unsolicited advertising; impersonate any person or entity; use robots, scrapers, or automated means except through an authorized API; introduce Malicious Code; attempt unauthorized access to the website or connected systems; or otherwise disable, overburden, or impair the website.

9.2 User Contributions and Content Standards

Any content you post through interactive features is non-confidential and non-proprietary, and you grant us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, display, and distribute it. You represent that you own or control the rights in it and that it complies with this Agreement. Contributions must not be defamatory, obscene, abusive, or hateful; promote illegal activity or violence; infringe third-party rights; or violate privacy or publicity rights.

9.3 Monitoring, Links, and Copyright

We may (but need not) remove any contribution, suspend accounts, and take any action we deem necessary for a violation. The website may link to third-party resources we do not control and are not responsible for; access is at your own risk. You may link to our homepage if the link is fair, legal, and non-damaging and does not imply endorsement without consent. To report claimed copyright infringement, notify us at support at goaardvark.com; we respond to compliant notices under applicable law, including the Digital Millennium Copyright Act, and terminate repeat infringers.

10. Warranties and Disclaimers

10.1 Limited Warranty

Each party warrants it has authority to enter into this Agreement. We warrant that we will provide the Services consistent with generally accepted industry standards, that the Services will conform in all material respects to the Documentation, that core Services functionality will not be materially diminished during the term, that the Services will not transmit Malicious Code to you, and that we have sufficient rights to grant the access described here. Uptime is governed by the SLA. This warranty does not apply to Beta Services, Trial Services, Third-Party Services, Telematics Data, Hardware (which is addressed separately in Section 5A.6), or to any degradation caused by a Third-Party Service, your data, your configuration, your handling of Hardware, or your failure to meet a dependency.

10.2 General Disclaimer and High-Risk Activities

EXCEPT AS EXPRESSLY STATED IN SECTION 10.1, THE SERVICES, THE WEBSITE, ANY HARDWARE, AND ALL CONTENT AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DO NOT WARRANT THAT THE SERVICES OR HARDWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE MAKE NO WARRANTY REGARDING TELEMATICS DATA, THIRD-PARTY SERVICES, HARDWARE INSTALLATION PERFORMED BY AN INSTALLER, OR ANY DATA ORIGINATING OUTSIDE THE SERVICES, AND NO WARRANTY THAT ANY REQUESTED OR PRIORITIZED FUNCTIONALITY WILL BE DEVELOPED, DELIVERED, OR MAINTAINED.

THE SERVICES ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED FOR USE IN HIGH-RISK ACTIVITIES — INCLUDING INSURANCE UNDERWRITING, HAZARDOUS-ENVIRONMENT CONTROL SYSTEMS, NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, AIR TRAFFIC CONTROL, EMERGENCY RESPONSE, LIFE SUPPORT, OR WEAPONS SYSTEMS. WE DISCLAIM ANY WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES, AND YOU ASSUME ALL RISK OF SUCH USE. We have set our prices and entered into this Agreement in reliance on these disclaimers, which allocate risk and form an essential basis of the bargain.

10.3 Exclusive Remedy

Your exclusive remedy, and our entire liability, for breach of the warranty in Section 10.1 is for us to use commercially reasonable efforts to correct the non-conformity and, if we cannot do so within a reasonable time, to terminate the affected Services and refund prepaid, unused subscription fees for the terminated portion of the then-current term. Prioritization Fees and fees for performed Professional Services or Hardware installation are excluded from any such refund.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, EQUIPMENT DOWNTIME, LOST UTILIZATION, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, ARISING FROM THIS AGREEMENT, THE SERVICES, OR ANY HARDWARE, UNDER ANY LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY HARDWARE OR ITS INSTALLATION, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. ANY CLAIM MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR IT IS PERMANENTLY BARRED.

WE HAVE NO LIABILITY WHATSOEVER ARISING FROM OR RELATING TO: THIRD-PARTY SERVICES; THE ACCURACY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF TELEMATICS DATA OR OTHER THIRD-PARTY DATA; BETA SERVICES OR TRIAL SERVICES; YOUR HANDLING, RELOCATION, TAMPERING, LOSS, OR DAMAGE OF HARDWARE AFTER INSTALLATION; ANY DECISION TO DEVELOP, NOT DEVELOP, DELAY, MODIFY, RELEASE, OR DISCONTINUE ANY FUNCTIONALITY; OR THE AVAILABILITY OF ANY CUSTOM DEVELOPMENT TO OTHER CUSTOMERS. THE LIMITATIONS IN THIS SECTION DO NOT LIMIT YOUR PAYMENT OBLIGATIONS, YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 12 OR SECTION 5A.8, OR YOUR BREACH OF SECTIONS 2.3, 3, 4, OR 5A.

12. Indemnification

You shall defend, indemnify, and hold harmless us and our affiliates and their officers, directors, employees, and agents from any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of: your use of the Services in violation of this Agreement; your Customer Data or user contributions; data you directed us to ingest from, or transmit to, a Third-Party Service, or your lack of rights or authority to do so; any claim by your personnel, operators, or contractors relating to location, telematics, or operational data processed at your direction; any claim that a decision, filing, inspection, invoice, warranty claim, or safety determination you made using the Services caused loss; your post-installation use, handling, relocation, or disposal of Hardware or the equipment on which it is installed; your breach of any representation or warranty; your failure to meet the post-termination obligations, including Hardware return under Section 5A.5; or your violation of applicable law, including privacy law. This does not apply to the extent the loss is caused by our gross negligence, willful misconduct, or non-performance.

13. Data Privacy and Security

13.1 Privacy Policy and Safeguards

Our collection, use, and disclosure of personal information is governed by our Privacy Policy at GoAardvark.com/privacy, incorporated by reference. We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Where we process personal data on your behalf, the parties will execute a Data Processing Addendum governing that processing in compliance with applicable data protection law.

13.2 Subprocessors

We may engage affiliates and third-party subprocessors, including cloud hosting, data storage, analytics, communications, installation, and support providers, to process Customer Data or perform Hardware installation in connection with the Services. We remain responsible for their performance of our obligations under this Section. A current list of subprocessors is available on request.

13.3 Security Incidents

We will notify you without undue delay after we become aware of a confirmed unauthorized acquisition of or access to Customer Data in our systems, and will provide the information reasonably available to us about the incident and our response. Notification is not an acknowledgment of fault or liability. You are responsible for incidents arising from your credentials, your personnel, your configuration, your devices, your handling of Hardware, or a Third-Party Service.

13.4 Operator and Location Data

Telematics Data may reveal the location and activity of equipment and, indirectly, of the individuals operating it. You are the controller of that data with respect to your personnel and are solely responsible for determining the lawfulness of its collection and use, providing required notices, obtaining required consents, honoring individual rights requests, and complying with applicable employment, privacy, and works-council requirements.

14. General Provisions

14.1 Governing Law

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles, and the parties exclude the U.N. Convention on Contracts for the International Sale of Goods.

14.2 Informal Resolution and Mediation

Before initiating any proceeding, the party raising a dispute shall send written notice describing the dispute and the relief sought, and the parties shall attempt in good faith to resolve it within thirty (30) days. If unresolved, on written request of either party the dispute shall be submitted to non-binding mediation, and the parties shall use good-faith efforts to resolve it within sixty (60) days after that request.

14.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services that is not resolved under Section 14.2 shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator, seated in the Commonwealth of Virginia, conducted in English. The arbitrator shall apply the governing law in Section 14.1 and shall have no authority to award damages excluded or in excess of the limits in Section 11, or to award relief inconsistent with this Agreement. The award is final and binding, and judgment on it may be entered in any court of competent jurisdiction. The arbitration and all filings, evidence, and the award are confidential. The prevailing party is entitled to reasonable attorneys’ fees and costs.

14.4 Class Action and Jury Trial Waiver

ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PARTY OR PRESIDE OVER ANY REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS HELD UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM SHALL BE SEVERED AND BROUGHT IN THE COURTS IDENTIFIED IN SECTION 14.5, AND ALL OTHER CLAIMS SHALL REMAIN IN ARBITRATION. TO THE EXTENT ANY MATTER IS LITIGATED RATHER THAN ARBITRATED, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

14.5 Exceptions and Venue

Notwithstanding Sections 14.2 through 14.4, either party may bring an action in any court of competent jurisdiction seeking injunctive or other equitable relief for actual or threatened infringement, misappropriation, or misuse of its Intellectual Property Rights (including unreturned or misused Hardware) or breach of confidentiality obligations, and we may bring an action to collect unpaid fees. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the Commonwealth of Virginia and waive any objection based on inconvenient forum.

14.6 Changes, Entire Agreement, and Order of Precedence

We may modify these Terms at any time in our discretion. Changes are effective when posted to the Services or the website, and your continued use of the Services after that constitutes acceptance. This Agreement, together with all Order Forms, statements of work, the Privacy Policy, the SLA, and any Data Processing Addendum, is the entire agreement and supersedes all prior and contemporaneous agreements, proposals, roadmaps, demonstrations, and representations, whether oral or written. Conflicting terms in a purchase order or other customer-issued document are void. In a conflict between an Order Form and this Agreement, the Order Form controls for the Services it describes, except that Section 4 controls with respect to ownership of Custom Development, exclusivity, and the non-refundability of Prioritization Fees, and Section 5A controls with respect to ownership of Hardware and your post-installation obligations, in each case unless the Order Form expressly identifies the relevant Section by number and states that it is being amended. No amendment or waiver is effective unless in a writing signed by an authorized representative of each party.

14.7 Assignment, Notices, and Miscellaneous

You may not assign this Agreement without our consent, except to an Affiliate or successor in a reorganization or transfer of substantially all assets, on prior written notice. We may assign freely to an Affiliate or successor. The parties are independent contractors; there are no third-party beneficiaries, including any Installer. No failure to enforce is a waiver. If any provision is unenforceable, the rest remains in effect and the provision is modified to the minimum extent necessary. We may subcontract the Services, including Hardware installation, provided we remain responsible for performance.

Notices must be in writing and are deemed given on personal delivery, one business day after overnight courier, three business days after certified mail, or on confirmed receipt by email to an authorized contact. Notices to support at goaardvark.com.

14.8 Force Majeure

Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, severe weather, epidemic, war, terrorism, civil unrest, labor dispute, government action, embargo, utility or telecommunications failure, cellular or satellite network failure, internet or cloud provider outage, cyberattack, or failure or change of a Third-Party Service or an Installer’s availability.

14.9 Electronic Communications and Signatures

You consent to receive communications from us electronically, including by email and through the Services, and agree that electronic communications, records, and signatures satisfy any legal requirement that a communication be in writing or signed. An Order Form or statement of work executed electronically is binding.

14.9A Marketing Communications

Acceptance of this Agreement does not by itself subscribe you or any Authorized User to marketing communications. We will send marketing emails (such as product news, tips, and promotional offers) only to individuals who have separately and affirmatively opted in, for example by selecting an unchecked box or completing a subscription form, or as otherwise permitted by applicable law. Each opt-in is recorded with the date, time, source, and the consent language presented. Any recipient may withdraw consent at any time using the unsubscribe link in any marketing email or by contacting support at goaardvark.com, and withdrawal will not affect access to the Services or receipt of transactional and account communications under Section 14.9. Our processing of contact information for marketing purposes is described in our Privacy Policy.

14.10 Export and Geographic Availability

You shall not export or provide access to the Services, Hardware, or content to any embargoed country, denied party, or person where doing so would violate U.S. export control law, and you shall comply with all applicable export laws. The Services are operated from the United States; we make no representation that they are appropriate elsewhere, and you are responsible for local-law compliance if you access them outside the United States.

14.11 Contact

For questions about these Terms of Service, contact GoAardvark at support at goaardvark.com.