Wheels Site Terms of Service

These Terms explain our terms of service and contain important information about your legal rights. Before accessing and using the Site, please read these Terms carefully. If you do not agree to any or all of these Terms, do not use the Site. If you are using our Services in connection with an organization, such as your employer, you are agreeing to these Terms on behalf of that organization.

Introduction

1.1. Defined Terms

All capitalized terms have the meanings assigned to them in Section 11, found at the end of these Terms.

1.2. Parties and Scope

These Terms and any Additional Terms are a legal agreement between (a) you, as Customer, Administrator, and/or End User, and (b) Wheels, and govern your access to and use of the Site.

1.3. Agreement to Terms

By using our Services in any way, you agree to, consent to, and accept these Terms and any Additional Terms, legal notices, or guidelines posted on the Site.

1.4. Additional Terms

These Terms include any Additional Terms. The Additional Terms constitute a part of your agreement with us. The Terms and Additional Terms apply equally but, if any Additional Terms are inconsistent with any provision of the Terms, the Additional Terms will prevail for the Services to which the Additional Terms apply.

1.5. For Customer

If you are accepting these Terms on behalf of the Customer, you represent and warrant that (a) you have the legal authority to bind the applicable Customer to these Terms, (b) you are 18 years or older, and (c) you agree, on behalf of the applicable Customer, to these Terms. If you don’t have the authority to bind to these Terms the applicable Customer you represent, you should not use the Services. If you are accepting these Terms on your own for your own use of the Services as a Customer with an account, you represent and warrant that you (a) have the legal authority to agree to these Terms and (b) are 18 years or older.

1.6. For End User

If you are using the Services as an End User, you represent and warrant that you (a) have the legal capacity to agree to these Terms and (b) are 18 years or older. Additionally, you agree and acknowledge that Wheels, the Customer and any Administrator have the ability to access, disclose, restrict, and remove information in or from an End User account, and that the Administrator may be able to monitor, restrict, or terminate access to an End User account. Finally, you agree to Wheels’ use of third parties for development and management of the Services; and the collection by, or transfer to, these third parties of any activity or communications you have with Wheels via the Services.

1.7. Notice of Class Action Waiver

FOR A CUSTOMER AND END USER RESIDING IN THE UNITED STATES, PLEASE BE AWARE THAT THESE TERMS CONTAIN, IN SECTION 9, A CLASS ACTION WAIVER. BY ACCEPTING THESE TERMS, CUSTOMER OR END USER, AS APPLICABLE, AGREES TO BE BOUND BY THE CLASS ACTION WAIVER.

Description of our Services

2.1. Provision of Services

(a) Customer and End User may access and use the Services solely in accordance with these Terms and the Documentation.
(b) Customer agrees that it has not relied on the availability of any future functionality of the Services or the Site or any other future product or service in agreeing to these Terms. Customer acknowledges that information provided by Wheels regarding future functionality should not be relied upon to make a purchase decision related to such future functionality.

2.2. Modifications

Wheels may, at its discretion, change or update the Services and/or these Terms from time to time. The Services allow Customer and End Users to download Apps that can update automatically. Wheels may also modify or withdraw any Services at any time without notice.

2.3. Telephone Communications

(a) By providing us your phone number, you are consenting to us, our affiliates, or our partners contacting you via autodialed or prerecorded calls/messages. We may contact you at any telephone number you have provided us, including phone numbers you have made publicly available through your account, for the following purposes:
(i) Account notifications and troubleshooting;
(ii) Dispute resolution and debt collection; or
(iii) As necessary to service your account or enforce these Terms and policies, applicable law, or any other agreement we may have with you.
(b) We may also contact you using autodialed or prerecorded calls and messages for marketing purposes (e.g., offers and promotions) if you explicitly consent to such communications, even if your number is on any national or state Do Not Call registry; your consent to receive such calls/messages is not a condition of purchasing any of our Services or using our Site. We may collect other telephone numbers for you and may place manual, non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline.
(c) Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits. If you do not wish to receive such communications, you can contact us at [email protected].

Customer Use of the Services

3.1. Customer Responsibilities

Customer is responsible for any use of the Services through its account, including all use of the Services by Customer’s End Users and Administrators. Customer is responsible for obtaining consents and complying with any laws necessary to allow the operation of the Services, collection of Customer Data, and permission for Wheels to process, store, and transfer Customer Data. In addition, Customer and End User are solely responsible for all of their own software, network and internet connection costs related to their use of the Services (including with respect to any firmware or other software updates released by Wheels), including but not limited to mobile phone or mobile network data usage fees and applicable roaming charges, which are provided by the Customer’s or End User’s mobile network provider under the Customer’s or End User’s separate contracts with them, and Wheels is not responsible for these data services or any costs related thereto whatsoever.

3.2. Compliance with Laws and Regulations

Customer and End User assume sole responsibility for their compliance with all applicable laws and regulations.

3.3. End User Accounts

(a) Customer may provision accounts for End Users to access Customer’s Services account. Customer is responsible for maintaining the confidentiality of account credentials used by End Users to access the Services and preventing unauthorized use of the Services. Customer may not permit sharing of End User accounts or passwords. Customer agrees to (i) prevent any unauthorized access, sharing, or use by End Users of the Services and terminate any such unauthorized access, sharing, or use by End Users of the Services and (ii) provide Wheels with notice of such unauthorized access, sharing, or use. Customer will be responsible for its End Users’ compliance with these Terms.
(b) End Users must keep their account credentials confidential and not allow any third parties to use their account to access our Services.
(c) Customer and End Users must only access and use the Services in accordance with these Terms, the Documentation, the Additional Terms, and all applicable laws. Customer will ensure that no person under the age of 18 is allowed to become an End User.

3.4. Wheels Rights

(a) Although Wheels is not obligated to monitor access to or use of the Services or to review Customer Data, Wheels has the right to do so for the purpose of operating the Services and the Site, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements.
(b) Wheels reserves the right, but is not obligated, to remove or disable access to any Customer Data, at any time and without notice, including if Wheels believes Customer Data to be in violation of these Terms or is alleged to infringe any third party’s rights. You acknowledge that we do not screen Customer Data or any content that you or any third party make available through the Services, but that we shall have the right (but not the obligation) to refuse, move or delete any such content that is made available via the Service. We shall also have the right to remove any content that you or any third party make available through our Services that violates these Terms or is otherwise objectionable in our sole discretion.
(c) Under no circumstances will we be liable for the content or Customer Data you or any third party makes available through our Services, including, but not limited to, for any errors or omissions in content or Customer Data, or for any loss or damage of any kind incurred as a result of the use of any content or Customer Data posted, transmitted or otherwise made available via the Service.
(d) Wheels has the right to use Customer Data in its normal course of business.
(e) Wheels has the right to disable access to Customer Data if we believe it to be violating these Terms or infringing any third party’s rights.
(f) Wheels may provide updates, patches, and bug fixes with respect to the Services as may, from time to time, be developed and made generally available to all Customers and End Users. All such updates, patches, and fixes will be deemed to constitute part of the Services and will be subject to these Terms.

3.5. Restrictions

Customer will not (and will not allow any End Users or third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services, (b) modify or create derivative works based on the Services, (c) sell, resell, license, copy, rent, lease, distribute, time-share the Services or otherwise use the Services for the benefit of a third party, (d) remove or alter proprietary notices from the Service, (e) use the Services to create any competitive or other product or service, (f) share your Customer API Key with any third party, (g) use, sell, copy, modify, create derivative works based on, publicly perform, publicly display, or distribute the software output outside of the Services, except for regulatory compliance purposes or otherwise with Wheels’ express consent, (h) access the Services for purposes of monitoring its availability, performance, or functionality or for any other benchmarking or competitive purposes, (i) disrupt the integrity or performance of the Services, (j) permit direct or indirect use of the Services in a way that circumvents a contractual usage limit or in a manner that violates these Terms, or (k) attempt to gain unauthorized access to any Services or related systems or networks.

3.6. Suspension

Wheels, in its sole discretion, may suspend Customer’s or End User’s right to use the Services if: (a) Customer’s or End User’s use of the Services poses a security risk to the Services, may violate any Additional Terms; or may adversely affect the Services, Wheels’ systems and infrastructure, Wheels’ reputation, or a third party; (b) Customer or End User’s use of the Services could subject Wheels to liability; (c) Customer is in breach of these Terms; or (d) any default on Customer’s payment obligations (including any payment obligation to any third party equipment financing company) or other obligations. Wheels will use commercially reasonable efforts to provide prompt notice of a suspension.

3.7. Non-Wheels Product

(a) If Customer or End User uses any Non-Wheels Product (including any Non-Wheels Product made available by us or through our Site); (i) Wheels will not be liable for any act or omission of such Non-Wheels Product, including the Non-Wheels Product’s access to or use of Customer Data or other information or reports; and (ii) Wheels does not warrant or support any Non-Wheels Product. Customer and/or End User are solely responsible for complying with licenses for Non-Wheels Products and paying fees for Non-Wheels Products. Customer and/or End User may authorize Wheels to allow a Non-Wheels Product to access or use Customer Data or other information or reports via the Services, email, phone, or other form of consent.
(b) If Wheels has an agreement with a Non-Wheels Product, Wheels may rely on a representation from that Non-Wheels Product that Customer or End User has authorized access or use of Customer Data or other information or reports. Wheels does not endorse any Non-Wheels Product, or any opinions, recommendations, or advice therein. We are not responsible or liable for your use of any Non-Wheels Product.

3.8. API Key

(a) Wheels may make available an API Key to Customer and/or End User for such Customer and/or End User’s use. Customer and/or End User is solely responsible for use of its API Key. You may not share any API Key with any third party, unless permitted by Wheels. Wheels may suspend your API Key if it becomes aware that such API Key has been shared by you with any third party without Wheels’ authorization.
(b) If Customer or any End User authorizes a third party to access any Customer Data or other data or information via an API Key, Wheels will not be responsible or liable for any act or omission by such third party or use by such third party of the Customer Data or other data shared by Customer or End User.

Intellectual Property Rights

4.1. Reservation of Rights

Except for the limited licenses granted to Customer and End Users in these Terms, Wheels and its licensors own and reserve all right, title, and interest in and to the Technology (including the rights to any text, graphics, images, music, software, audio, video, documents, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available by us through the Services). No rights are granted to Customer or End Users hereunder other than as expressly set forth herein.

4.2. Wheels License

Wheels grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license for Customer and its End Users to access and use the Software for personal and internal business purposes during the Services Term.

4.3. Customer License

As between Wheels and Customer, Customer shall own and reserve all right, title, and interest in and to the Customer Data. Customer and End User grant Wheels, its affiliates, and its contractors a worldwide, irrevocable, perpetual, non-exclusive, right to: (a) use, copy, distribute, create derivative works based on and display Customer Data to provide, analyze, support, operate, and improve the Services, and its affiliates’ services, and to develop new products and services, (b) share Customer Data with third parties (such as our partners and vendors) for legitimate and lawful purposes in Wheels’ normal course of business, and (c) for any other lawful purpose authorized by Customer.

4.4. Site Data

Wheels may use and distribute the Site Data (a) to provide, analyze, operate, and improve the Services and develop new products and services, (b) to create and distribute reports and materials about the Services, and (c) for any other lawful purpose. Wheels owns and reserves all right, title, and interest in and to the Site Data.

4.5. Feedback

Customer and End Users agree that any feedback or suggestions provided to Wheels about the Services is voluntary and that Wheels may use such feedback or suggestions in its sole discretion without permission or any obligation or remuneration to Customer or any End User.

4.6. Publicity

Customer grants Wheels the right to use Customer’s name, trademark, and logo on Customer’s view of the Software.

Data Security & Disclosure

5.1. Security

Wheels has implemented and maintains commercially reasonable administrative, technical, and procedural safeguards to protect the confidentiality, integrity, and security of Customer Data, including compliance with the ISO2700x series and further technical standards according to applicability (e.g. NIST Best Practices, SOC2 Trust Service Criteria).

5.2. Driver Connections and Data

(a) The Services enable Drivers to connect directly with Wheels, allowing Drivers to automatically share their Driver Data with Wheels.
(b) When Drivers connect with Wheels through the Services, their Fleet Administrators and End Users may access Driver Data for the Driver. When Drivers connect with Wheels through the Services, the Drivers consent to automatically and continuously sharing Driver Data with their employer and acknowledge that the End Users and Fleet Administrators may send messages and other information to Driver. Employers and Fleet Administrators will be able to disclose and share Driver Data with third parties. Wheels will not be liable for any act or omission of Fleet Administrators, Drivers, and End Users, including access to or use of Driver Data or other information or reports.

5.3. Compelled Disclosure

Wheels may disclose Customer Data and other information when required by law or regulation, so long as Wheels gives the Customer prior notice of the compelled disclosure, to the extent permitted by law, and reasonable assistance at the Customer’s cost to contest or limit the disclosure.

5.4. International Transfers

Customer Data may be transferred to, and maintained on, computers located outside of the United States and Canada. If you choose to provide Customer Data to us, we may transfer Customer Data outside of the United States or Canada, where we or our service providers operate, and process it there. Your consent to these Terms, followed by your submission of any Customer Data, represents your agreement to that transfer.

5.5. Additional Terms for Third-Party Features and Content

Our Services may incorporate certain third-party provided features and content, including Google Maps features and content; and your use of such third-party provided features and content is subject to the then-current versions of the applicable third-party provider terms of service, privacy policies, and other applicable terms and policies. Specifically, Google Maps features and content is subject to the then-current versions of the: (1) Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html; and (2) Google Privacy Policy at https://www.google.com/policies/privacy/.

5.6. Additional Terms for Apple Apps and Google Play Apps

These Terms apply to your use of all the Software, including the Apps available via the Apple and Google App Stores, but the following additional terms in this Section also apply to the use of the App Stores:
(a) Both Customer and Wheels acknowledge that these Terms are concluded between Customer and Wheels only, and not with Apple and Google, and that Apple and Google are not responsible for any App Store or the content;
(b) The Apps are licensed to Customer on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with the Services for personal and internal business purposes, subject to all the terms and conditions of these Terms as they are applicable to the Services;
(c) Customer will only use the Apps in connection with an Apple or Google device that Customer owns or controls;
(d) Customer acknowledges and agrees that Apple and Google have no obligation whatsoever to furnish any maintenance and support services with respect to the Apps;
(e) In the event of any failure of the Apps to conform to any applicable warranty, including those implied by law, Customer may notify Apple or Google, as applicable, of such failure; and upon notification, Apple and Google’s sole warranty obligation to Customer will be to refund to Customer the purchase price, if any, of the Apps;
(f) Customer acknowledges and agrees that Wheels, and not Apple or Google, is responsible for addressing any claims Customer or any third party may have in relation to the Apps;
(g) Customer acknowledges and agrees that, in the event of any third-party claim that the Apps or Customer’s possession and use of the Apps infringe that third party’s intellectual property rights, Wheels, and not Apple or Google, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
(h) Customer represents and warrants that Customer is not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that Customer is not listed on any U.S. Government list of prohibited or restricted parties;
(i) Both Customer and Wheels acknowledge and agree that, in use of the App Store, Customer will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and;
(j) Both Customer and Wheels acknowledge and agree that Apple and Google and Apple and Google’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these Terms against Customer as the third-party beneficiary hereof.

Disclaimers

6.1. No Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS SET FORTH IN THESE TERMS, WHEELS AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS (A) MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES AND ANY OUTPUT FROM THE SERVICES, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF (I) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, AND NON-INFRINGEMENT, (II) ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR (III) THAT THE SERVICES ARE, SECURE, ERROR-FREE OR UNINTERRUPTED.

6.2. As Is

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WHEELS MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, QUALITY, RELIABILITY, TIMELINESS, OR TRUTHFULNESS OF ANY SOFTWARE OUTPUT. CUSTOMER IS SOLELY RESPONSIBLE FOR (AND WHEELS DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES RELATING TO OR ARISING FROM CUSTOMER’S OR END USER’S USE OF THE SERVICES, CUSTOMER’S VEHICLES, AND INTERNET CONNECTIVITY.

6.3. Driver Aid Only

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE WHEELS SERVICES ARE A DRIVER AID ONLY. THEY ARE NOT A SUBSTITUTE FOR A SAFE, CONSCIENTIOUS DRIVER. THEY CANNOT COMPENSATE FOR A DRIVER THAT IS DISTRACTED, INATTENTIVE, OR IMPAIRED BY FATIGUE, DRUGS, ALCOHOL, OR OTHERWISE. THE DRIVER IS RESPONSIBLE TO AVOID AN ACCIDENT. CUSTOMER AND END USER SHOULD NEVER WAIT FOR ANY OF THE WHEELS SERVICES TO PROVIDE A WARNING BEFORE TAKING MEASURES TO AVOID AN ACCIDENT OR ANY VIOLATIONS.

6.4. No Use of Apps While Driving

CUSTOMER AND END USER ACKNOWLEDGES THAT USE OF THE SOFTWARE, INCLUDING THE APPS, WHILE DRIVING IS STRICTLY FORBIDDEN. DISTRACTED DRIVING IS DANGEROUS AND ILLEGAL IN MANY JURISDICTIONS.

6.5. Beta Products

Despite anything to the contrary in these Terms, Customer and End Users acknowledge that (a) Customer and/or End Users, as applicable, has the sole discretion whether to use any Beta Products, (b) Beta Products may not be supported and may be changed by Wheels at any time, including in a manner that reduces functionality, (c) Beta Products may not be available or reliable, and (d) Wheels provides Beta Products “as-is” and will have no liability arising out of or in connection with Customer’s or any End User’s use of the Beta Products.

Indemnity

7.1. Customer and End User Indemnity

Customer will indemnify, defend, and hold harmless Wheels and its affiliates, officers, directors, employees, agents, licensors, and distributors from and against all claims, liabilities, damages, losses, injuries, demands, costs and expenses, including settlement costs and reasonable attorneys’ fees, arising out of or connected with (a) Customer’s or End User’s access to or use of the Services on the Site; (b) Customer Data; (c) Customer’s or End User’s breach of these Terms, (d) Customer’s or End User’s infringement on a third-party intellectual property or privacy rights, or (e) the negligent, fraudulent or willful acts or omissions of Customer or End User.

Limitation of Liability

8.1. Special Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, WHEELS AND ITS AFFILIATES, LICENSORS, AND DISTRIBUTORS WILL NOT BE LIABLE UNDER THESE TERMS OR FROM USE OR INABILITY TO USE THE WHEELS SERVICES FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (B) LOSS OF USE, DATA, BUSINESS, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), OR (C) DAMAGES FOR PERSONAL OR BODILY INJURY OR PROPERTY DAMAGE, REGARDLESS OF THE LEGAL THEORY AND REGARDLESS OF WHETHER WHEELS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8.2. Limitation of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, WHEELS AND ITS AFFILIATES, LICENSORS, AND DISTRIBUTORS WILL NOT BE LIABLE UNDER THESE TERMS OR FROM USE OR INABILITY TO USE THE WHEELS SERVICES FOR AGGREGATE AMOUNTS THAT EXCEED THE GREATER OF (A) $100 USD PER ANY CLAIM MADE BY A CLAIMING PARTY, OR (B) THE AMOUNT CUSTOMER HAS PAID OR IS PAYABLE IN FEES TO WHEELS FOR USE OF THE SERVICES IN THE CALENDAR YEAR IN WHICH A CLAIM IS MADE BY THE CLAIMING PARTY, PROVIDED THAT IF MORE THAN ONE CLAIM IS MADE BY A CLAIMING PARTY IN ANY CALENDAR YEAR, THE TOTAL LIABILITY OF THE OTHER PARTY FOR ALL CLAIMS MADE BY THE CLAIMING PARTY IN ANY SUCH CALENDAR YEAR SHALL NOT EXCEED THE AMOUNT CUSTOMER HAS PAID OR IS PAYABLE IN FEES TO WHEELS FOR USE OF THE WHEELS SERVICES IN SUCH CALENDAR YEAR. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF DAMAGES SET FORTH ABOVE (1) SHALL NOT EXCEED A TOTAL OF $5,000,000 USD FOR ANY AND ALL CLAIMS MADE BY A CLAIMING PARTY REGARDLESS WHEN MADE, AND (2) ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WHEELS AND CUSTOMER.

8.3. Permitted by Law

Some of the above limitations or exclusions may not be allowed in your jurisdiction and may not apply to you. The terms of this limitation of liability will apply to the extent permitted by applicable law.

Class Action Waiver

9.1. No Class Actions

UNLESS YOU AND WHEELS AGREE OTHERWISE, YOU MAY ONLY RESOLVE DISPUTES WITH WHEELS ON AN INDIVIDUAL BASIS. CLASS ACTIONS, CLASS ARBITRATIONS, PRIVATE ATTORNEY GENERAL ACTIONS AND CONSOLIDATIONS WITH OTHER CLAIMS ARE NOT ALLOWED. NEITHER YOU NOR WHEELS MAY CONSOLIDATE A CLAIM OR CLAIMS AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS ACTION, A CONSOLIDATED ACTION OR A REPRESENTATIVE ACTION.

Miscellaneous

10.1. Integration

All attachments to the Terms and any other agreements executed by the parties relating to the Services (“Other Agreements”) are hereby incorporated into the Terms by reference. The Terms, including the attachments and Other Agreements, constitute the entire and exclusive understanding and agreement between Wheels and you regarding the Services, and supersede and replace any and all prior or contemporaneous oral or written agreements between Wheels and you regarding the Services, including any non-disclosure agreements. In the event of a conflict between the provisions of these Terms and the Other Agreements, the provisions of the Other Agreements shall govern.

10.2. Severability

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.

10.3. Modification

(a) Wheels may modify these Terms periodically. If a modification will materially affect your use of the Services, Wheels will notify you prior to the update’s effective date (except for modifications due to legal or regulatory reasons, which may be effective immediately). All modifications will be effective as of the date posted on the Site and it is your responsibility to monitor the Site for modifications to these Terms.
(b) By continuing to use the Services, you agree to be bound by the modified Terms. If you do not agree to the modified Terms for the Services, you may terminate the Services within thirty (30) days of receiving notice of the modification.

10.4. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Wheels’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Wheels may assign these Terms in their entirety, without notice, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

10.5. Governing Law

The Terms and the relationship between you and Wheels shall be governed by the laws of the State of Illinois except for its conflict of laws principles.

10.6. Causes of Action

Any cause of action related to the Services or the Terms must commence within one (1) year after the cause of action arises. Otherwise, such cause of action is barred permanently.

 10.7. Confidentiality

These Terms and the Technology will be the “Confidential Information” of Wheels. You will not (a) use the Confidential Information except as expressly permitted by these Terms, or (b) disclose Confidential Information to third parties.

10.8. Notices

Any notices provided by Wheels under these Terms, including those regarding modifications to these Terms, will be given by Wheels: (a) via email; (b) electronic communications; or (c) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Notices to Wheels must be sent to Wheels, Attn: Legal Department, 1299 Zurich Way 401E, Schaumburg, IL 60173, with a copy to [email protected].

10.9. Force Majeure

Wheels will not be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, labor disputes, governmental action, utilities failures, third-party software or hardware, and Internet disturbance) that was beyond its reasonable control. If such event continues for more than twenty (20) days, Wheels may cancel unperformed Services upon written notice.

10.10. Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship between the parties.

10.11. Waiver

Wheels’ failure to enforce any rights or provisions of these Terms will not be considered a waiver of those rights. The waiver of any such rights or provisions will be effective only if in writing and signed by a duly authorized representative of Wheels. 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.

10.12. Construction

Any ambiguity in the Terms will be interpreted equitably without regard to which party drafted the Terms. “Including” and “include” will be construed to mean “including without limitation.”

10.13. Export Compliance

The Services may be subject to export restriction laws and regulations in the U.S. and any other applicable jurisdiction. and Customer and/or End User is responsible for compliance regarding Customer’s and End User’s use of the Services. Customer will not permit End Users to use the Services from a U.S. embargoed country.

10.14. Third-Party Beneficiaries

Except as provided herein, there are no third-party beneficiaries under these Terms.

10.15. Contact Information

If you have any questions about these Terms or the Services please contact Wheels at [email protected].

Definitions

11.1. “Additional Terms” means any other terms, conditions, or policies referenced herein, including any additional terms specific to particular Services you use.

11.2. “Administrator” means a Customer-designated End User who administers the Services account and has access to permissions and other sensitive settings.

11.3. “API Key” means any API key for the Services that Customer can use or share, as permitted, with a third party for access, collection, and use of Customer Data.

11.4. “Apple” means Apple, Inc.

11.5. “Apps” means downloadable software, including the mobile device software and Android, iPhone, and iPad applications.

11.6. “App Stores” mean the Apple App Store and Google Play Store.

11.7. “Beta Products” means products, services, or software features available to Customer on a trial, beta, early access, or similar basis.

11.8. “Claiming Party” means the party making a claim.

11.9. “Customer” means your employer.

11.10. “Customer Data” means Customer Information and Driver Data.

11.11. “Customer Information” means any data and information Customer or its End Users upload, transmits, or submits to the Software, including data and information from Non-Wheels Products.

11.12. “Documentation” means any Wheels-provided written documentation and policies.

11.13. “Drivers” mean Customer’s or End User’s motor vehicle drivers.

11.14. “Driver Data” means Driver’s personal data (e.g., driving logs, reports, data, precise location information).

11.15. “End Users” means users of Customer’s Services account, and may include Customer, Customer’s and its affiliate’s employees, agents, and contractors.

11.16. “Fleet Administrators” means Customer’s fleet administrators.

11.17. “Google” means Alphabet Inc.

11.18. “Non-Wheels Product” means any Customer-provided or other third-party services, products, websites, or applications, such as a service that interoperates with the Services, and a website linked from the Services.

11.19. “Service(s)” means the (a) Software offered as a service, (b) support or other services described in an exhibit, attachment, or SOW to these Terms, and (c) the Software.

11.20. “Services Term” means the term of these Terms, which begins on the Effective Date and continues until the earlier of the expiration of Subscription Term or these Terms are otherwise terminated.

11.21. “Site” means collectively, FleetView and DriverView services, including the FleetView App and Wheels Mobile Assistant App, and any software, mobile applications, tools, features, and other products and services that are made available to you by Wheels, including through our website.

11.22. “Site Data” means (a) usage data, statistics, aggregate data, and de-identified data derived from Customer Data so that such data does not identify a person or (b) data and information used to generate the Customer Data.

11.23. “Software” means the Site, and fleet management and other software, including the Apps, provided by Wheels and used by Customer under these Terms.

11.24. “Subscription Term” means the initial subscription term set forth in an Other Agreements and all renewal terms for the Services.

11.25. “Technology” means the Services, Documentation, Site Data, and Wheels’ trademarks, logos, and other brand features.

11.26. “Terms” means these Terms of Service.

11.27. “Wheels”, “we”, “our”, or “us” means collectively, Wheels Topco LLC, on behalf of itself and its subsidiaries, including Wheels, LLC and LPUSA, LLC.