As used throughout this Agreement, the following terms shall have the meanings set forth below:

2.1 Eligibility Requirements

• You must be at least 18 years of age and have full legal capacity to enter into binding contracts.
• If registering on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.
• You must be legally authorized to operate within the jurisdiction(s) in which you use the Services.
• The Platform is intended exclusively for commercial and business use; personal non-commercial use is not permitted.

2.2 Account Information

• You must provide accurate, complete, and current information during registration and keep such information updated promptly.
• You are solely responsible for maintaining the confidentiality of your account credentials, including passwords and API keys.
• You must notify Company immediately at [email protected] of any unauthorized access or suspected breach of your account.
• Company reserves the right to verify the accuracy of account information and may require supporting documentation (e.g., USDOT number, MC authority, corporate formation documents).

2.3 Authorized Users

• User is responsible for all actions and omissions of its Authorized Users as if they were User's own.
• User must ensure Authorized Users are informed of and comply with this Agreement.
• User shall promptly revoke access for any Authorized User who no longer requires it or has violated this Agreement.

Subject to the terms of this Agreement and timely payment of applicable Subscription fees, Company grants User a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Subscription term, solely for User's internal business operations.

3.1 Core Service Modules

3.2 Subscription Tiers

Access to specific modules and features depends on the Subscription tier selected by User. Company reserves the right to modify tier inclusions with 30 days' prior written notice to active Subscribers.

3.3 Beta Services

Company may, at its discretion, offer access to beta features or experimental Services. Beta Services are provided "as-is," without warranty, may be discontinued at any time without notice, and are excluded from any uptime or SLA commitments.

User agrees to use the Platform only for lawful purposes and in a manner consistent with all applicable federal, state, and local laws and regulations, including but not limited to FMCSA regulations, DOT requirements, IFTA/IRP rules, and applicable data protection laws.

4.1 Prohibited Conduct

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

• Resell, sublicense, or provide access to the Platform to unauthorized third parties
• Reverse engineer, decompile, disassemble, or attempt to derive source code
• Use the Platform to transmit malware, viruses, or malicious code
• Circumvent, disable, or tamper with any security or access controls
• Scrape, harvest, or extract data through automated means not authorized by Company
• Submit false, fraudulent, or misleading data — including falsified ELD records or permit applications
• Impersonate any person or entity or misrepresent affiliation with any entity
• Use the Platform to infringe any third party's intellectual property rights
• Interfere with or disrupt the integrity, performance, or availability of the Platform
• Use the Platform in violation of any FMCSA, DOT, or state transportation authority regulation
• Reproduce or redistribute any element of the Platform without written consent
• Remove, alter, or obscure any copyright, trademark, or proprietary notice

5.1 Company Intellectual Property

The Platform, Services, and all underlying technology — including software, code, algorithms, user interfaces, designs, trademarks, logos, documentation, and methodologies — are and shall remain the exclusive property of Company and its licensors. No rights are granted except as expressly stated in this Agreement.

5.2 User's Fleet Data

User retains all ownership rights in Fleet Data. User grants Company a limited, non-exclusive, royalty-free license to access, process, store, and display Fleet Data solely as necessary to provide the Services and as permitted by this Agreement.

5.3 Aggregated & Anonymized Data

Company may create and use Aggregated Data derived from Fleet Data for product improvement, research, marketing benchmarking, and statistical analysis, provided such data cannot reasonably be used to identify User, its Authorized Users, or any individual driver. Company retains all rights in Aggregated Data.

5.4 Feedback

If User provides suggestions, ideas, or feedback regarding the Platform ("Feedback"), User grants Company a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback without restriction or compensation to User.

5.5 Restrictions on Company IP

• No license to Company's trademarks or brand assets is granted under this Agreement.
• User may not represent itself as affiliated with, endorsed by, or a partner of Company without prior written consent.
• Any unauthorized use of Company's Intellectual Property will be subject to immediate termination and may result in legal action.

6.1 Permit Facilitation

Company provides permit procurement facilitation as part of certain Subscription tiers. This includes oversize/overweight permits, trip permits, fuel tax credentials, and IRP apportioned registration. Company acts solely as a facilitating intermediary with issuing authorities and does not itself issue any permit.

6.2 User Responsibilities

• User is solely responsible for providing accurate vehicle, load, and route information necessary for permit applications.
• User assumes all risk for permits issued on the basis of inaccurate or incomplete data supplied by User.
• User is responsible for reviewing permits for accuracy before operation and for carrying required documentation.
• Permit fees paid to issuing authorities are non-refundable once submitted; Company's service fee refund eligibility is governed by Section 9.
• Processing times depend on issuing authorities and are not guaranteed by Company.

6.3 Regulatory Compliance Disclaimer

6.4 IFTA & IRP Reporting

• Company facilitates the preparation and submission of IFTA and IRP filings based on data submitted by User.
• User is responsible for the accuracy of all mileage, fuel purchase, and jurisdiction data entered into the Platform.
• Company is not liable for penalties, interest, or audit findings resulting from User-submitted inaccurate data.

7.1 Third-Party Providers

The Platform may integrate with or link to third-party ELD providers, telematics systems, payment processors, government portals, and other external services. These integrations are provided for User's convenience and are subject to the third party's own terms of service and privacy policies.

7.2 ELD Provider Integrations

• Data sync from third-party ELD providers depends on the availability and accuracy of the ELD provider's API. Company does not guarantee data completeness from third-party ELD sources.
• User is responsible for maintaining its own agreements with ELD providers and ensuring ELD devices remain FMCSA-registered and compliant.
• Company is not liable for HOS violations, audit findings, or penalties arising from data discrepancies between the ELD provider and the Platform.

7.3 Disclaimer of Third-Party Liability

Company makes no representations or warranties regarding third-party services and shall not be liable for any loss, damage, or disruption arising from third-party service failures, data errors, or policy changes. User's reliance on third-party integrations is at User's own risk.

8.1 Data Ownership

As between Company and User, User retains all rights, title, and interest in Fleet Data. Company's rights to Fleet Data are limited to those necessary to provide the Services as described in this Agreement.

8.2 Data Processing

Company processes Fleet Data in accordance with its Privacy Policy, available at www.nalufleet.com/auth/terms. For Users subject to applicable data protection regulations (including CCPA, CPRA, or similar state privacy laws), a Data Processing Addendum ("DPA") may be executed upon request. To request a DPA, contact: [email protected].

8.3 Driver Personal Data

User acknowledges that Fleet Data may include personal information of drivers and employees, including names, CDL numbers, Social Security Numbers (partial), medical certificates, and GPS location data. User represents and warrants that it has obtained all legally required consents and authorizations to collect, process, and share such data with Company, and has provided required privacy notices to affected individuals.

8.4 Security Measures

• Company implements industry-standard technical and organizational security measures, including encryption at rest and in transit (TLS 1.2+), access controls, and regular security assessments.
• Company will notify User of a confirmed data breach affecting User's Fleet Data within the timeframe required by applicable law.
• User is responsible for maintaining appropriate security on its own devices, networks, and accounts used to access the Platform.

8.5 Data Retention & Deletion

• Company retains Fleet Data for the duration of the Subscription term plus 90 days post-termination.
• Upon termination, User may export Fleet Data during the 30-day export window described in Section 15.
• After the retention period, Fleet Data will be deleted or anonymized in accordance with Company's data retention policy.

8.6 Aggregated Data Usage

Company may compile, analyze, and use Aggregated Data for lawful purposes including product development, industry benchmarking, and service improvements. Aggregated Data does not identify User or any individual and is not subject to this Agreement's data protection provisions.

9.1 Subscription Fees

User agrees to pay the Subscription fees set forth in the applicable Order Form or displayed at checkout, billed monthly or annually as selected. All fees are in U.S. Dollars unless otherwise stated.

9.2 Billing & Payment

• Subscription fees are billed in advance on the first day of each billing cycle.
• User authorizes Company (or its payment processor) to charge the payment method on file for all applicable fees.
• Permit and government filing fees are charged separately and reflect actual authority fees plus applicable service fees.
• Additional usage fees (e.g., per-permit fees, overage charges) are billed at the end of the calendar month in which incurred.

9.3 Late Payment

• Invoices not paid within 10 days of the due date may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
• Accounts more than 15 days past due may have Platform access suspended without additional notice until payment is received in full.
• User remains responsible for all fees incurred during any suspension period.

9.4 Refund Policy

• Subscription fees are non-refundable except as required by applicable law or expressly stated in an Order Form.
• No prorated refunds are provided for partial-month cancellations.
• Government-issued permit fees submitted to issuing authorities are non-refundable under any circumstances.
• Company's service fee for failed or rejected permit applications may be reviewed on a case-by-case basis; contact [email protected] within 7 days of rejection notice.

9.5 Fee Changes

Company may adjust Subscription fees with at least 30 days' prior written notice before the start of the next billing cycle. Continued use of the Services after the notice period constitutes acceptance of the revised fees.

9.6 Taxes

All fees are exclusive of applicable taxes, levies, and duties. User is responsible for all sales, use, VAT, GST, or similar taxes imposed on the Services in User's jurisdiction, except for taxes on Company's net income. If Company is required to collect taxes, they will be added to User's invoice.

10.1 Uptime Commitment

Company targets a monthly Platform availability of 99.5% ("Uptime Target"), excluding Scheduled Maintenance, Emergency Maintenance, and events beyond Company's reasonable control (see Section 16).

10.2 Maintenance

• Scheduled Maintenance: Company will provide at least 48 hours' notice for planned maintenance that may affect Service availability. Scheduled Maintenance is typically performed between 12:00 AM and 5:00 AM Central Time.
• Emergency Maintenance: May be performed without advance notice when required to protect Platform security, stability, or integrity.

10.3 Support

Technical support is available to active Subscribers via in-app chat and email at [email protected]. Response times depend on Subscription tier. Telephone support may be available for Enterprise plans as specified in the applicable Order Form.

11.1 Mutual Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use Confidential Information solely to exercise rights or fulfill obligations under this Agreement; and (c) not disclose Confidential Information to any third party without prior written consent, except as permitted below.

11.2 Permitted Disclosures

Disclosure is permitted to (a) employees, contractors, and advisors who have a need to know and are bound by comparable confidentiality obligations; and (b) as required by law, regulation, or court order — provided the disclosing party provides reasonable prior notice to allow the other party to seek protective relief.

11.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no wrongful act of the recipient; (b) was rightfully known to the recipient before disclosure; (c) is independently developed by the recipient without use of Confidential Information; or (d) is received from a third party without restriction.

11.4 Duration

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as such under applicable law.

Some jurisdictions do not allow the disclaimer of implied warranties; in such jurisdictions, the foregoing disclaimers apply to the fullest extent permitted by law.

13.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY TO USER ARISING OUT OF OR RELATED TO THIS AGREEMENT — WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY USER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

13.2 Exclusion of Consequential Damages

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Essential Basis

User acknowledges that the limitations of liability in this Section reflect a reasonable allocation of risk, constitute an essential element of the basis of the bargain between the parties, and would not have entered into this Agreement without such limitations.

13.4 Exceptions

Nothing in this Section limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or willful misconduct; (c) violation of applicable law; or (d) any liability that cannot be limited by law.

14.1 User Indemnification

User shall defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any claims, suits, proceedings, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• User's breach of any representation, warranty, or obligation under this Agreement
• User's violation of any applicable law, including FMCSA, DOT, or IFTA regulations
• Fleet Data submitted by User that infringes a third party's intellectual property rights or violates applicable privacy laws
• User's use of the Platform in a manner not authorized by this Agreement
• Claims by drivers, employees, or third parties arising from User's use of driver personal data processed through the Platform

14.2 Company Indemnification

Company shall defend, indemnify, and hold harmless User from and against third-party claims alleging that the Platform, as provided by Company, infringes a third party's U.S. intellectual property rights, provided User: (a) promptly notifies Company of the claim; (b) grants Company sole control of the defense; and (c) reasonably cooperates with Company at Company's expense.

14.3 IP Infringement Remedies

If the Platform becomes, or Company reasonably believes it may become, the subject of an infringement claim, Company may, at its option: (a) modify the Platform to be non-infringing; (b) procure a license; or (c) terminate this Agreement and refund prepaid unused Subscription fees. This Section states User's sole remedy for infringement claims.

15.1 Termination for Convenience

Either party may terminate this Agreement at the end of the then-current Subscription term by providing written notice of non-renewal at least 30 days prior to the renewal date. Termination does not entitle User to a refund of prepaid fees.

15.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 15 days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings; or (c) engages in fraudulent conduct.

15.3 Immediate Suspension

Company may immediately suspend User's access — without prior notice — if: (a) User's account is past due; (b) Company detects conduct that violates Section 4 (Acceptable Use) or poses a security risk; or (c) Company receives a valid order from a competent authority.

15.4 Effect of Termination

• Upon termination, User's right to access and use the Services immediately ceases.
• User will have 30 calendar days from the termination date to export Fleet Data via the Platform's standard export tools. After this period, Company may delete Fleet Data without further notice.
• Sections 1, 5, 8 (data retention), 9 (outstanding fees), 11, 12, 13, 14, 18, and 19 survive termination of this Agreement.

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, government actions, war, terrorism, labor disputes, power outages, internet infrastructure failures, or cyberattacks by third parties ("Force Majeure Event").

The affected party shall: (a) provide prompt written notice of the Force Majeure Event; (b) use commercially reasonable efforts to mitigate its effects; and (c) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than 60 days, either party may terminate this Agreement upon 10 days' written notice without liability.

Company reserves the right to modify this Agreement at any time. For material changes, Company will provide at least 30 days' prior written notice via: (a) email to the address associated with User's account; (b) in-platform notification; or (c) posting to Company's website with a revised "Effective Date."

Continued use of the Services after the effective date of any modification constitutes User's acceptance of the revised Agreement. If User does not agree to a material change, User's sole remedy is to terminate the Agreement and cease using the Services before the effective date of the change.

For non-material changes (such as typographical corrections, restructuring, or clarifications), Company may update this Agreement without advance notice.

18.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Mandatory Arbitration

Except as provided in Section 18.4, all disputes, claims, or controversies arising out of or relating to this Agreement or the Services shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Houston, TX. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

18.3 Class Action Waiver

18.4 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief from a court of competent jurisdiction in Texas for: (a) alleged infringement of Intellectual Property rights; (b) breach of confidentiality obligations; or (c) any matter where irreparable harm exists and monetary damages would be inadequate.

18.5 Informal Resolution

Before initiating arbitration, the parties agree to attempt good-faith negotiation for a minimum of 30 days following written notice of the dispute to [email protected]. This informal resolution period is a condition precedent to arbitration.

19.1 Entire Agreement

This Agreement, together with all incorporated Order Forms, Subscription Agreements, and addenda, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral.

19.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

19.3 Waiver

No failure or delay by either party to exercise any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party to be effective.

19.4 Assignment

User may not assign, transfer, delegate, or sublicense this Agreement or any of its rights or obligations without Company's prior written consent. Company may assign this Agreement, in whole or in part, in connection with a merger, acquisition, or sale of substantially all of its assets, upon written notice to User. Any attempted assignment in violation of this Section is void.

19.5 Notices

All legal notices under this Agreement must be in writing and sent to: (a) User, via email to the account email address or registered physical address on file; (b) Company, via email to [email protected] with a copy to company address. Notices are deemed received upon confirmation of delivery.

19.6 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has authority to bind the other.

19.7 Export Controls

User agrees to comply with all applicable U.S. export control laws and regulations, including the Export Administration Regulations. User represents that it is not located in, or a national or resident of, any country subject to U.S. government embargo or on any U.S. government restricted parties list.

19.8 Government Users

If User is a U.S. government entity, the Platform is provided as "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. §§ 12.212 and 227.7202.

19.9 Headings & Interpretation

Section headings are for convenience only and shall not affect the interpretation of this Agreement. "Including" means "including without limitation." References to "days" mean calendar days unless otherwise specified.

19.10 Counterparts & Electronic Signatures

This Agreement may be executed electronically. Electronic signatures and click-through acceptances (e.g., "I Agree" checkboxes) are legally binding and have the same force and effect as handwritten signatures under applicable e-signature laws, including the U.S. ESIGN Act and UETA.