1. Acceptance of Terms
By accessing, browsing, or using the FleetPulse Procurement platform, website, mobile applications, and related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Services on behalf of an organization, company, or entity ("Customer" or "You"), you represent and warrant that you have the authority to bind that organization to these Terms and have obtained all necessary approvals and consents to do so.
These Terms constitute the entire agreement between you and FleetPulse Procurement Inc. ("FleetPulse," "we," "us," "our") regarding your use of the Services, superseding any prior agreements or understandings. If you do not agree to these Terms, you may not use the Services.
2. Description of Services
FleetPulse Procurement provides a cloud-based Software-as-a-Service (SaaS) platform that enables enterprise organizations to monitor networked device fleets, aggregate IoT sensor data, forecast device lifecycle stages, optimize procurement spending, compare supplier pricing, and automate purchase requisitions within ERP systems.
Services include access to the FleetPulse Platform web interface, mobile applications, cloud-hosted infrastructure, API access, technical support, and optional professional services such as implementation, training, and custom integrations. The specific features, storage capacity, user seats, and support tier available to you depend on your subscription plan and any supplemental agreements executed between you and FleetPulse.
FleetPulse reserves the right to modify, discontinue, or add features to the Services at any time. We will provide 30 days' notice of material changes that materially degrade the Services.
3. Account Registration and Security
To use the Services, you must create an account and provide accurate, current, and complete information during registration. You agree to maintain and promptly update your account information to keep it true, accurate, complete, and current. You are responsible for maintaining the confidentiality of your account credentials (username, password, API keys) and for all activities that occur under your account.
You agree to immediately notify FleetPulse of any unauthorized use of your account or any other breach of security. FleetPulse will not be liable for any loss or damage resulting from your failure to protect your credentials or from unauthorized access to your account caused by your negligence.
You may not use the Services under a false identity or on behalf of another person without prior written authorization from FleetPulse.
4. Acceptable Use Policy
You agree to use the Services only for lawful purposes and in a manner that does not infringe upon the rights of others or restrict their use and enjoyment of the Services. You specifically agree not to:
- Transmit any unlawful, threatening, abusive, defamatory, obscene, or harmful material.
- Attempt to gain unauthorized access to the Services, our systems, or data of other users.
- Reverse-engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the platform.
- Use the Services to develop competing products or services.
- Interfere with or disrupt the normal operation of the Services or infrastructure, including denial-of-service attacks.
- Harvest, scrape, or collect personal information or fleet data from the platform without authorization.
- Sell, resell, or transfer access to the Services to third parties without FleetPulse's written consent.
- Use automated tools (bots, scrapers, crawlers) except as expressly permitted by FleetPulse in writing.
5. Customer Data and Ownership
You retain all right, title, and interest in any data, documents, configurations, reports, or content you upload to or create within the FleetPulse Platform ("Customer Data"). FleetPulse does not claim ownership of Customer Data; however, you grant FleetPulse a limited license to process, store, and analyze Customer Data solely for the purpose of providing the Services, troubleshooting, improving the platform, and generating anonymized analytics.
You are solely responsible for the accuracy, legality, and originality of all Customer Data. You represent that you have obtained all necessary rights, permissions, and consents to upload and process such data and that it does not infringe upon the intellectual property or privacy rights of any third party.
Upon termination of your subscription, FleetPulse will make your Customer Data available for download for 30 days. After 30 days, FleetPulse may delete your Customer Data in accordance with our standard retention policies. You are responsible for maintaining backups of your critical data.
6. Intellectual Property Rights
All content, features, functionality, software, code, documentation, interfaces, and materials comprising the FleetPulse Platform are the exclusive property of FleetPulse Procurement Inc. or its licensors and are protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to use the Services solely for your internal business purposes during the term of your subscription.
You may not copy, modify, adapt, translate, reverse-engineer, disassemble, decompile, or create derivative works from the Services or any portion thereof. You may not rent, lease, loan, sell, assign, or otherwise transfer your rights in the Services.
All feedback, suggestions, enhancement requests, or other input you provide regarding the Services may be used by FleetPulse for any purpose without compensation or attribution to you.
7. Fees and Billing
Your subscription to the Services is subject to the fees specified in your executed Order Form or the pricing displayed on our website at the time of purchase. Fees are exclusive of applicable sales tax, value-added tax (VAT), or other taxes, which you are responsible for paying.
Fees are billed in advance based on your subscription plan (monthly, annually, or as otherwise agreed). Invoices are due upon receipt. Late payment may result in suspension of your account after 15 days of non-payment. If payment is not received within 30 days, FleetPulse may terminate your subscription without further notice.
Price increases will be communicated to you at least 30 days in advance. Your continued use of the Services following a price increase constitutes acceptance. You may cancel your subscription before the effective date of any price increase if you do not agree to the new terms.
All fees are non-refundable except as required by law. No refunds will be issued for partial month usage or unused service periods within your billing cycle.
8. Service Level Agreement and Disclaimers
FleetPulse commits to maintaining 99.9% uptime availability for the Services, measured monthly, excluding scheduled maintenance and factors outside our control. Scheduled maintenance is performed on nights and weekends with 48 hours' notice when possible.
THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FLEETPULSE DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET YOUR SPECIFIC REQUIREMENTS.
FLEETPULSE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Limitation of Liability
EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, FLEETPULSE'S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.
Some jurisdictions do not allow limitations on implied warranties or the exclusion of certain damages. In such jurisdictions, our liability is limited to the extent permitted by law.
10. Confidentiality
Each party agrees to keep the other party's confidential information (including terms, pricing, and technical specifications) confidential and not to disclose it to third parties without prior written consent, except as required by law or court order.
Confidential information does not include information that is: (a) publicly available or becomes publicly available through no breach by the receiving party; (b) rightfully received by the receiving party from a third party without confidentiality restrictions; (c) independently developed by the receiving party without reference to the disclosing party's confidential information; or (d) required to be disclosed by law, regulation, or court order (with reasonable advance notice to allow the other party to seek protective measures).
11. Termination and Suspension
You may terminate your subscription at any time by providing 30 days' written notice to FleetPulse. Termination is effective at the end of your current billing period. No refunds will be issued for cancellation.
FleetPulse may suspend your access to the Services immediately without notice if: (a) you breach the Acceptable Use Policy; (b) you use the Services in violation of applicable law; (c) your account poses a security risk to the Services or other users; or (d) non-payment continues beyond 15 days of invoice due date.
FleetPulse may terminate your subscription for cause with 10 days' written notice if you materially breach these Terms and fail to cure the breach within that period. FleetPulse may terminate without cause by providing 60 days' written notice.
12. Dispute Resolution and Governing Law
These Terms of Service are governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles. The exclusive jurisdiction and venue for any dispute arising from these Terms shall be the courts located in Toronto, Ontario.
Before initiating formal litigation, you and FleetPulse agree to attempt good-faith negotiation and mediation to resolve any dispute. If negotiation fails, either party may pursue arbitration or litigation as permitted by law.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.