Service Agreement

ISE Fleet Services Terms and Conditions

Thank you for purchasing ISE products and services. These Terms and Conditions (the “Terms”) apply to both (a) the sale of products, including without limitation hardware, parts and accessories (collectively, “Products”), and provision to you, under license, of access to the eFleetSuite mobile application, host software, online portal, and related services, including without limitation related documentation and information (collectively, “the “eFleetSuite Services” or the “Services”), through the ISE online store. These Terms form a binding contract between ISE Fleet Services, LLC, with its principal place of business at 2850 Coral Court, Suite 100, Coralville, IA 52241 (“ISE FS,” “us,” “our” and “we”) and either (i) you, if you are purchasing Products and licensing Services for your own benefit, or (ii) the company or entity on whose behalf you are purchasing Products and licensing Services through this online store (“Customer”). Please print a copy of these Terms and Conditions for your records.

BY CHECKING “I AGREE TO THE TERMS AND CONDITIONS” AND SUBMITTING THIS ORDER, THE PERSON SUBMITTING THIS ORDER CONFIRMS (A) THAT HE/SHE IS THE END USER OF THE PRODUCTS AND SERVICES PURCHASED AND LICENSED THROUGH THIS ORDER AND THAT HE/SHE HAS READ, AGREES TO ACCEPTS THESE TERMS AS THE CUSTOMER, OR (B) IF HE/SHE IS SUBMITTING THIS ORDER ON BEHALF OF A CUSTOMER OR OTHER ENTITY, THAT HE/SHE IS A REPRESENTATIVE OF CUSTOMER DULY AUTHORIZED TO MAKE THIS PURCHASE AND THAT HE/SHE HAS READ, AGREES TO AND ACCEPTS THESE TERMS ON CUSTOMER’S BEHALF. SUBMISSION OF AN ORDER CONSTITUTES AN OFFER TO PURCHASE PRODUCTS AND LICENSE SERVICES. ISE FS’S SHIPMENT OF PRODUCTS TO CUSTOMER, AND ITS GRANT OF ACCESS TO THE EFLEETSUITE SERVICES, CONSTITUTES ITS ACCEPTANCE.

IN THESE TERMS, WHEN WE USE THE WORDS "ISE DRIVER LOGS", “SYSTEM”, "EFLEETSUITE SERVICES" OR "SERVICE(S)", WE MEAN ALL THE SERVICES WE PROVIDE TO CUSTOMER UNDER CUSTOMER’S SERVICE PLAN ("SERVICE PLAN").

1. Products.

a. Purchase of Products. By submitting this order, Customer is making an offer to purchase the Products at the prices stated in the shopping cart. Customer’s order is subject to acceptance by us, and we may accept or reject any order in whole or in part in writing or by email. Customer’s order will be deemed accepted by us when both (i) we receive payment for the order and (ii) the Products in this order have been shipped. If an order is rejected and Customer has already paid amounts toward the purchase of the Products in that order, such amounts will be returned. We may fill Customer orders in any sequence and are not liable for failure to deliver the Products by desired delivery date. Prices do not include shipping and handling, expedited service, or sales taxes, if applicable, which will be added to the total order price. With respect to the software and firmware contained on a Product which is purchased from ISE FS (“Product Software”), ISE FS grants Customer a fully paid-up right and license to use such Product Software solely as in connection with Customer’s use of the Product. The purchase price (plus all applicable taxes, fees and surcharges which ISE FS is required to collect) will be charged to the payment method specified (e.g., credit or debit card or e-check) prior to shipment.

b. Shipping. Products are shipped FOB our shipping dock, freight collect to the shipping address stated in the shopping cart. Title and risk of loss for, and ownership of, Products will pass to Customer upon delivery of the Products to the shipping carrier. Customer is responsible for transportation of Products, has total responsibility over Products while in shipment, and is responsible for insuring the Products during transit.

2. eFleetSuite Services.

a. Scope of Service. ISE FS established the eFleetSuite Services in order to provide certain information and services to Customer, including but not limited to: (1) providing electronic driver logs designed for compliance with FMCSA and comparable Canadian regulations when used correctly; (2) providing electronic driver vehicle inspection reports (DVIR) designed for compliance with FMCSA and comparable Canadian regulations when used correctly; (3) providing mapping services supporting web application, and (4) storage of position data for assisting IFTA reporting services for use by third party providers. Additional charges for fuel tax services apply; fuel tax services are provided by third-party fuel tax reporting providers. Customer acknowledges that ISE FS may add, change, or delete features or functionality of the eFleetSuite Services. Customer also understands that the information that it accesses through the eFleetSuite Services is one form of guidance in operating Customer's business among others, and that ISE FS takes no responsibility for the success of Customer's business operations.

b. Grant of Rights. For the duration of the Service Term, provided Customer is in compliance with these Terms ISE FS hereby grants to Customer a non-exclusive, non-transferable (except as expressly permitted in writing by ISE FS), non-sublicensable, non-assignable, revocable, limited right and license to use the eFleetSuite Services for Customer’s own internal business purposes. For the avoidance of doubt, Customer will not use the eFleetSuite Services for any other purpose without ISE FS’s express prior written consent. Customer and its personnel shall keep all login credentials confidential, will not share login credentials among employees or representatives, and will immediately notify ISE FS if it believes its login credentials may have been disclosed or compromised.

c. Service Term. The initial term during which ISE FS will provide Customer with access to the eFleetSuite Services is three (3) years from the date of original hardware purchase from ISE FS, which will automatically renew thereafter on a month-to-month basis until cancelled by either ISE FS or Customer effective as of the end of the initial three (3) year period or a monthly renewal term by providing notice of cancellation as set forth in section (f) below (the initial term and all monthly terms together, the “Service Term”).

d. Service Payment Terms. Customer is responsible to pay for the eFleetSuite Services. The service fee for the eFleetSuite Services (plus all applicable taxes, fees and surcharges which ISE FS is required to collect) will be charged on a monthly basis to the payment method specified by Customer (e.g., credit or debit card or e-check). Any applicable taxes, fees and surcharges will be added to the cost of Customer’s Service Plan. Customer authorizes ISE FS to automatically charge the payment method and payment information provided by Customer for monthly recurring payments for the eFleetSuite Services. Customer will ensure ISE FS has current payment information on file for use in processing monthly payments. This authorization will remain in effect for the duration of the Service Term.

f. Cancellation of Service. Customer can cancel its Service Plan by either (a) calling ISE FS support using the contact information set forth below and informing a Customer Care Agent of its decision to cancel, or (b) sending an email to support@isefleetservices.com with “Cancellation” in the email subject and Customer’s name and notice to ISE FS of its decision to cancel in the email body. If Customer’s Service Plan is terminated before the expiration of the Service Term, an Early Termination Fee of $150 per device or 50% of Customer’s remaining Service Plan balance (whichever is less) shall be due to ISE FS and invoiced by ISE FS. ISE FS reserves the right to cancel Customer’s Service Plan if Customer’s account becomes more than 30 days past due and to assess the Early Termination Fees, or if Customer is in material breach of these Terms.

g. System Limitations. The eFleetSuite Services have limitations including, but not limited to, the following:

i) The eFleetSuite Services are not designed for use in countries outside of the United States and Canada.

ii) Customer’s commercial vehicle must have a working electrical system, including adequate battery power.

iii) If Global Positioning System (“GPS”) satellite signals are not working or the signals are obstructed, the eFleetSuite Service and the Product may be unable to determine your Commercial Vehicle's precise location.

iv) ISE FS uses commercial mobile wireless service purchased from a third party provider (the “Underlying Wireless Carrier”). Services also will not work unless Customer are in a place where the Underlying Wireless Carrier has coverage, network capacity, and reception when the service is needed, and technology that is compatible with the eFleetSuite Services.

v)\ The eFleetSuite Services can fail or be delayed by force majeure events, acts of nature, and other causes beyond our reasonable control, including but not limited to weather conditions and the results thereof, public utility failure, acts of war, government actions, terrorism, civil disturbances, or internet, computer, telecommunication or other system failures (collectively, “Force Majeure Events”). ISE FS is not responsible for any failure or delay of the eFleetSuite Services due to Force Majeure Events.

3. Support. ISE FS will provide support by telephone and e-mail with Customer, as well as provide periodic enhancements, updates, upgrades or fixes to the eFleetSuite Service. Customer can contact us by calling ISE FS at 1-888-316-3533. Phone and e-mail support is available from 8am to 5pm Central Time Monday through Friday excluding holidays. Application training is available through web based video training; additional training is available commercially at an additional charge. Hardware installation is not provided as part of the services from ISE FS but are available commercially.

If Customer purchases Products and/or related software and accessories from a vendor other than the one recommended by ISE FS, ISE FS has no obligation to provide support. Customer will report any errors Customer finds or problems Customer experiences in using the eFleetSuite Service. ISE FS will use reasonable efforts to correct such errors or problems. ISE FS will make reasonable efforts to communicate with Customer regarding planned system downtime.

4. Restrictions. It is Customer’s responsibility to make sure its Commercial Vehicle and its Electronic Logging System is working properly at all times. Further, when Customer uses the eFleetSuite Services, Customer agrees as follows:

  • Customer acknowledges that Internet access is required to access information through the eFleetSuite Services and that cost is Customer’s sole responsibility;
  • Customer shall not use the eFleetSuite Services for any fraudulent, unlawful, or abusive purpose, or in any way that interferes with our provision of services to our other customers;
  • Customer shall not abuse or do anything to damage our business operations, services, reputation, employees, facilities, or third party service providers of Customer’s Service;
  • Customer may not sublicense, assign, transfer, sell, share, rent, lease, or otherwise grant access to or make available the eFleetSuite Services on a standalone basis and/or to any third party;
  • Customer will not resell, copy, store, reproduce, distribute, modify, display, publish, aggregate, perform, transmit, broadcast, or create derivative works from any content Customer receives through the eFleetSuite Service;
  • Customer will not copy, modify, tamper with, alter, create derivative works of, sublicense, sell, lease, loan, rent, distribute, convey, pledge as security or otherwise encumber, the eFleetSuite Service or the Product Software;
  • Customer will not reverse engineer, disassemble, decompile or otherwise attempt to derive the source code for the eFleetSuite Services and underlying software, or the Product Software, or create derivative works of the eFleetSuite Services and underlying software, or the Product Software, including translated or localized versions thereof, such as in an attempt to reconstruct or discover the source code or algorithms thereof, except to the limited extent as may be expressly permitted by law; and
  • Customer will not cause, permit or authorize any third party to do any of the foregoing.

Customer’s use of Products and the eFleetSuite Service must comply with all applicable laws, rules, regulations, codes and ordinances of the country of use, including without limitation those relating to data protection and data privacy (collectively, “Applicable Laws”). CUSTOMER IS FULLY AND SOLELY RESPONSIBLE FOR EVALUATING THE SUITABILITY OF THE USE OF THE PRODUCTS AND THE EFLEETSUITE SERVICE UNDER AND IN CONNECTION WITH APPLICABLE LAWS, AND SHALL HOLD ISE FS AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY FINES, PENALTIES, OR OTHER DAMAGES, EXPENSES, COSTS, OR OTHER LIABILITY ARISING FROM THE USE OF THE PRODUCTS AND EFLEETSUITE SERVICE IN A MANNER NOT COMPLIANT WITH ALL APPLICABLE LAWS.

Customer shall indemnify, protect, defend, and hold ISE FS and its affiliates harmless from and against any and all costs, claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (i) Customer’s breach of the material terms of these Terms, (ii) Customer’s violation of the restrictions above or its negligent, unauthorized or illegal use or modification of the Products or Services, or (iii) any accident in which Customer’s vehicle is involved.

5. Ownership. For the avoidance of doubt, the eFleetSuite Services and the Product Software are not sold to Customer, but are licensed to Customer by ISE FS pursuant to and subject to these Terms. Customer does not acquire any ownership interest in or to the eFleetSuite Services and the Product Software under these Terms or by virtue of Customers’ purchase of Product. ISE FS, its affiliates, and their licensors and service providers reserve and shall retain their entire right, title and interest in and to the eFleetSuite Services and Product Software, including without limitation all copyrights, trademarks and other intellectual property rights and other proprietary rights therein or relating thereto, except for the limited license granted to Customer under these Terms. Nothing in these Terms grant any license to Customer to use ISE FS’s or its affiliates’ trademarks, logos, copyrights or any other intellectual or proprietary rights, or any ownership or proprietary rights therein. Customer acknowledges ISE FS's copyrights in the eFleetSuite Services and the Product Software regardless of whether a copyright notice appears on the software or documentation. Notwithstanding anything herein to the contrary, Nothing in these Terms grant Customer any license, privilege, or other right to use the name of or any trademark, logo, or service mark of ISE FS without the express prior written consent of ISE FS.

6. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR IN A SEPARATE WRITTEN PRODUCT WARRANTY APPLICABLE TO A PRODUCT, ISE FS AND ITS SUPPLIERS, THIRD PARTY SERVICE PROVIDERS AND SUBCONTRACTORS DO NOT MAKE, AND HEREBY EXPRESSLY DISCLAIM, ANY AND ALL WARRANTIES, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND SERVICES OFFERED OR PROVIDED BY ISE FS PURSUANT TO THESE TERMS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE WITH DESCRIPTION AND NON‑INFRINGEMENT. THE EFLEETSUITE SERVICES ARE PROVIDED BY ISE FS AND ITS SUPPLIERS, THIRD PARTY SERVICE PROVIDERS AND SUBCONTRACTORS ON AN "AS IS" BASIS.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, ISE FS DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS. ISE FS DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS AND SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, COMPLETE OR ERROR-FREE, THAT CELLULAR SERVICE WILL BE AVAILABLE IN ALL LOCATIONS, OR THAT OUTAGES WILL NOT AFFECT SERVICE WITHIN CELLULAR SERVICE AREAS FROM TIME TO TIME. CUSTOMER AGREES AND ACKNOWLEDGES THAT EQUIPMENT, CABLES, ACCESSORIES AND PARTS SOURCED FROM THIRD PARTIES MAY BE DISCONTINUED WITH OR WITHOUT WARNING AND THAT PRODUCTS MAY NOT BE AVAILABLE IN QUANTITIES DESIRED OR ORDERED BY CUSTOMER, AND THAT FUTURE VERSIONS OF PRODUCTS MAY NOT BE BACKWARDS COMPATIBLE WITH EXISTING CABLES, MOUNTS AND OTHER ACCESSORIES. CUSTOMER FURTHER ACKNOWLEDGES THAT PRODUCT MANUFACTURERS MAY DISCONTINUE PROVIDING SOFTWARE OR FIRMWARE UPDATES AND THAT NEW EFLEETSUITE FEATURES AND FUNCTIONALITY MAY NOT BE AVAILABLE THROUGH OR COMPATIBLE WITH DISCONTINUED PRODUCTS OR PRODUCTS THAT ARE NOT RUNNING CURRENT SOFTWARE AND FIRMWARE. ISE FS AND ITS SUPPLIERS, THIRD PARTY SERVICE PROVIDERS AND SUBCONTRACTORS MAKE NO REPRESENTATION OR WARRANTY THAT ACCESS TO THE EFLEETSUITE SERVICES SHALL BE UNINTERRUPTED, WITHOUT FAILURES OR ERRORS IN TRANSMISSION OR RECEPTION, OR THAT SERVICE WILL BE PROVIDED TWENTY FOUR HOURS A DAY, SEVEN DAYS A WEEK, OR THAT THERE WILL NEVER BE ERRORS OR OMISSIONS IN THE EFLEETSUITE SERVICES OR THOSE OF ITS SUPPLIERS, THIRD PARTY SERVICE PROVIDERS AND SUBCONTRACTORS OR THAT THERE WILL NEVER BE A LOSS OF FILES, DATA, INFORMATION OR OTHER MATERIAL. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS AND FORMED THE BASIS FOR DETERMINING FEES CHARGED.

7. Limitation of Liability. ISE FS AND ITS SUPPLIERS, THIRD PARTY SERVICE PROVIDERS AND SUBCONTRACTORS SHALL NOT BE LIABLE FOR ANY PERSONAL INJURIES, EQUIPMENT DAMAGE, ANY CONTENT OR DATA, LOSS OF PROFITS, LOSS OF USE, LOSS OF BUSINESS. INTERRUPTION OF BUSINESS, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT ARE INCURRED BY CUSTOMER OR BY CUSTOMER'S CUSTOMERS RESULTING FROM THE EFLEETSUITE SERVICE, THE INSTALLATION OR USE THEREOF, THE UNAVAILABILITY THEREOF, OR ARISING UNDER THESE TERMS OR THE BREACH THEREOF, WHETHER THE CLAIM IS IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

8. Wireless Service Disclosure. CUSTOMER HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING WIRELESS CARRIER AND CUSTOMER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CUSTOMER AND UNDERLYING WIRELESS CARRIER. CUSTOMER UNDERSTANDS AND AGREES THAT THE UNDERLYING WIRELESS CARRIER HAS NO LIABILITY OF ANY KIND TO CUSTOMER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS THE UNDERLYING WIRELESS CARRIER AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, OR ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, ARISING IN ANY WAY, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH CUSTOMER’S USE, FAILURE TO USE, OR INABILITY TO USE THE WIRELESS SERVICES EXCEPT WHERE THE CLAIMS RESULT FROM THE UNDERLYING WIRELESS CARRIER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THIS INDEMNITY WILL SURVIVE THE TERMINATION OF THESE TERMS. CUSTOMER HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE CHANGED. CUSTOMER UNDERSTANDS THAT CUSTOMER AND THE UNDERLYING WIRELESS CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES. THE CUSTOMER MAY NOT RESELL THE SERVICE TO ANY OTHER PARTY.

9. Customers Operating Under FedEx Ground Package System Authority. If Customer is operating under the authority of FedEx Ground Package System, Inc., the terms of this Section apply to Customer. Customer acknowledges that FedEx Ground Package System, Inc. (“FedEx Ground”) has contracted with Lytx, Inc. (and its subcontractors, if applicable) (“Lytx”) and/or with ISE FS to provide services to FedEx Ground utilizing data (“Customer Data”) resulting from performance of services by ISE FS. Customer hereby appoints Lytx and ISE FS to act as Customer’s limited agent and on Customer’s behalf to retrieve or otherwise utilize the Customer Data from ISE FS. Lytx and ISE FS is further authorized to use Customer Data to perform services for FedEx Ground pursuant to an agreement between Lytx and FedEx Ground and between ISE FS or its affiliates and FedEx Ground, including, without limitation, the authorization to share with FedEx Ground Customer Data and the results of any analysis or other services performed using such Customer Data and to use such Customer Data for such other purposes permitted in such agreements with FedEx Ground. Customer authorizes ISE FS to utilize Customer Data, and to provide Customer Data to Lytx, for the purposes set forth in this authorization. Customer shall defend, indemnify and hold Lytx and its officers, directors, employees, agents, suppliers, subcontractors, vendors and licensors harmless from all third party losses, claims and costs, including reasonable attorneys’ fees, arising from the use of Customer Data pursuant to this authorization. Customer shall defend, indemnify and hold ISE FS, its officers, directors, employees, agents, suppliers, subcontractors, vendors and licensors harmless from all third party losses, claims and costs, including reasonable attorneys’ fees, arising from the use of Customer Data pursuant to this authorization. Customer hereby agrees to notify Lytx in the event Customer revokes this authorization and Lytx is no longer authorized to receive Customer Data. Customer hereby agrees to notify ISE FS in the event Customer revokes this authorization and ISE FS is no longer authorized to receive Customer Data.

10. Other. These Terms may be amended by us, in our sole discretion, from time to time, and shall be binding on Customer as of the date Customer receives email or written notice of the revised terms. Any dispute arising out of or related to these Terms shall be governed by the internal laws of the State of Minnesota, without regard to or application of its choice of law rules or conflicts-of-laws principles. Customer agrees that any claim or dispute that has arisen or may arise between us and Customer must be resolved exclusively by a state or federal court located in Hennepin County, Minnesota, and both we and Customer agree to submit to the personal jurisdiction of the courts located within Hennepin County, Minnesota for the purpose of litigating all such claims or disputes. These Terms set forth the entire understanding between the parties with respect to the sale of Products and grant of license to Services through our online store. These Terms and the rights granted hereunder may not be assigned by Customer without our express prior written permission. These Terms prevail over any other terms or conditions implied by trade, custom or course of dealing, and any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. No waiver of any provision or breach of these Terms (a) will be effective unless made in writing, or (b) will operate as or be construed to be a continuing waiver of such provision or breach. In the event any portion of these Terms are held to be invalid or unenforceable, such portion will be construed as nearly as possible to reflect the original intent of the parties, or if such construction cannot be made, such provision or portion thereof will be severable from these Terms, provided that the same will not affect in any respect whatsoever the remainder of these Terms.

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