Terms of Service

Effective as of July 26, 2023

These terms of service ("Agreement") constitute a contract between you and FACTOR ELD LLC, limited liability corporation, together with its employees, consultants, directors, successors, subsidiaries, affiliates, and assignees ("Company", "we" or "us"and governs the terms under which you may use services offered by us, whether on behalf of yourself or on behalf of a company or other entity for which you are authorized to act. If you are acting on behalf of an entity, this Agreement constitutes a contract between the Company and that entity, and you acknowledge that you have the authority to bind such entity and its affiliates to this Agreement. The terms "you" or "your" throughout this Agreement shall mean you personally and/or the entity on whose behalf you are acting.

Description of the Service. The service means the Company's electronic logging device and fleet management software and includes our websites, mobile websites, and mobile application and any updates or upgrades thereto (the "Service").

Agreement to Terms. You acknowledge and agree that this Agreement is between you and the Company. Do not access or use the Service if you do not agree to be bound by this Agreement. By downloading, using, or accessing the Service, you are agreeing to this Agreement and any policies or other terms referenced in or incorporated within this Agreement (such as our Privacy Policy).
Access and Use of the Service. Any software, hardware or any other content that Company makes available to you in connection with the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms in this Agreement including your compliance with this Agreement, Company only grants you a limited, non-sublicensable, non-exclusive and revocable license to use the Service. Any rights not expressly granted herein are reserved.

You are solely responsible for all activity that occurs under your login or access credentials, whether or not you allow a third party to access your account.
You may allow other certain users, e.g. employees or independent contractors ("End Users") to access the Services in accordance with this Agreement. You may have the ability to create End User accounts with special permissions ("Administrator Accounts"). To the extent that you create any accounts for End Users, direct us to create any accounts for End Users, or allow End Users to access the Services, (including End Users with Administrative Accounts), you and your End Users are responsible for all End Users' activity and ensuring that they are in compliance with this Agreement.
You acknowledge that if you have been given access to the Service by another user, including your employer, that such third party who granted you such access (e.g. by creating your account, directing us to create your account and/or providing you login credentials) to the Service may have the ability to access your account including but not limited to the ability to monitor, disclose, make changes, restrict or terminate your access to your accolat and/or the Service. You acknowledge that the Company is not responsible for such internal management or administration of the Services as between you and such other user. You further acknowledge that even if you have been given access to the Service by another user, you are bound by the terms of this Agreement.
To the extent that you allow End Users or any other third party (e.g. your employer) to access the Service or create, or direct us to create, any accounts for other users, you are responsible for (i) maintaining the confidentiality of login credentials (including usernames and passwords), (ii) managing access to End User accounts and other accounts which you create, and (il) ensuring that all End Users and users of other accounts which you create are in compliance with this Agreement.
You shall promptly notify Company if you learn of a security breach related to the Service.

You assume sole responsibility for your driving logs and for complying with all state and federal regulations including, but not limited to, FMCSA regulations and specifically regulations governing hours of service of drivers. You acknowledge that Company is not and will not be responsible for your compliance and will not be a party to any dispute that arises between you and any regulatory agency, including but not limited to the FMCSA. Please also refer to the Section entitled "Disclaimer of Warranties" in this Agreement.
You may use the Service only if you are 18 years or older and capable of forming a binding contract with Company and are not barred from using the Services under applicable law.
If you want to access and use the Service, you'll have to create, or be granted, an account. You can do this via the Service. It's important that you provide us with accurate, complete and up-to-date information for your account and you agree to update such information to keep it accurate, complete and up-to-date. If you don't, we might have to suspend or terminate your account. You agree that you won't disclose your login credentials or acpount password to anyone and you'll notify us immediately of any unauthorized use of your account. You are responsible for all activities that occur under your account, whether or not you know about them.
Your use of the Service is dependent on a variety of factors for which you are solely responsible including but not limited to operation of a vehicle that is capable of connection with and FACTOR ELD of information to the Service, use of a device which is capable of downloading and/or accessing the Service, and access to an internet or cellular connection with which to access the Service.
Unauthorized Use of the Service. You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Company in our sole discretion). You shall comply with any codes of conduct, policies, instruction manuals, user guides, storage limitations, or other notices Company provides you or publishes in connection with the Service from time to time.
You agree to prevent any unauthorized access or use by End Users of other users of accounts and to terminate any unauthorized use of or access to the Service.

You may not sell, resell or lease the Services.
Data, Privacy and Licenses. Company takes the privacy of its users very seriously. For our current Privacy Policy, please click here.
"Your Data" means any data and content you create, post, upload, transmit or otherwise make available via the Services (which may include data you elect to import from Non-Company products you use). "Your Data" includes logs you create, location coordinates that are collected, certain vehicle data, messages you send, documents you upload, profile information and anything else you enter or upload into the Service.
We will implement and maintain reasonable technical and organizational security and data storage policies and measures consistent with industry standards for facilities within our control. You acknowledge and agree that data may be stored or transmitted through third party facilities, third party services or common carriers, including without limitation the internet, in the course of using the Service.
Your acceptance of this Agreement does not grant us full ownership of all of Your Data. As between Company and you, you are only granting us the rights and licenses necessary to provide the Service to you and any other services for which you have signed up through any of our business partners and affiliated businesses. In order for us to provide the Service to you, we need to be able to transmit, store and copy Your Data in order to display it to you and to those with whom you share it.

For example, if you submit documents, send messages or otherwise share Your Data with another user or third party, or authorize a third party to receive Your Data, your acceptance of this Agreement gives us the permission to share Your Data and grants us any such rights and licenses necessary to provide the Service to you and such third party, and any other services or products for which you have signed up through any of our business partners and affiliated businesses. This permission includes allowing us to use third-party service providers in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order to provide you the Service.

Data Shared Between Drivers and Carriers. The Services enable a commercial motor vehicle driver ("Driver') to connect directly with a motor carrier ("Carrier"), allowing Drivers to send messages and automatically share their driving logs, documents, location information and other data ("Driver Data") with the Carrier. When Drivers connect with a Carrier through the Services, the Carrier, its employees and other third parties who are also connected to that Carrier may access Driver Data for all Drivers who are connected to that same Carrier.
If a Driver connects with a Carrier, the Driver should be aware that the Drivers Driver Data will be automatically shared with that Carrier and with such other parties described above. Please consider carefully the parties with whom you choose to connect and what you choose to share. Company's role in this process is solely to provide the Service. You are responsible for anything you share, including but not limited to Driver Data, via your use of the Service.
For clarification purpses, you grant us the necessary licenses to Your Data for us to create aggregated and/or de-identified data for our use in providing the Service and otherwise.
Notwithstanding anything eise in this Agreement, we may use and sell such aggregated and/or de-identified data, which does not directly identify you for any purpose we see fit.
Please see our Privacy Policy for further information on how we may use Your Data.

You are solely responsible for your conduct (including by and between all users), the content of Your Data, and all communications with others while using the Services. You represent and warrant that you own all Your Data on you have all rights that are necessary to grant us the license rights in Your Data under this Agreement. You also represent and warrant that heither Your Data, nor your use and provision of Your Data, nor lany use of Your Data by Company on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity on privacy, on result in the violation of any applicable law or regulation. We are not responsible for the accuracy! appropriateness, or legality of Your Data or any other information you or your End Users may be able to access using the Services.
Should you be in violation of this Agreement, we have the right to
remove any of Your Data causing such violation.
You understand and agree that any feedback, input, suggestions, recommendations, troubleshooting information or other similar information that you provide or may be used by us to modify, enhance, maintain and improve our Products and shall become our exclusive property without any obligation or payment to you or to any other third party whatsoever.
Changes and Modifications. We may modify this Agreement from time to time without notice to you, except as may be required by law. You can review the most current version of this Agreement at any time by reviewing our websites. You may terminate your use of the Service if you do not agree with any modification or amendment. If you use the Service after the effective date of an amendment on modification, you shall be deemed to have accepted that amendment or modification.

Limitations on Services and Third-Party Relationships.
Company is not a party to any relationships on agreements between you and any third parties for the performance of any duties between the parties, and does not have control over and disclaims all liability for the quality, timing, legality, failure to provide, or any other aspect whatsoever of any professional duties performed by you or other users of the Service.
Terms Related to Hardware Devices. In the event that you have entered into an agreement with Company or one of its affiliates for the provision of hardware devices, the terms of any such agreement govern the terms related to such hardware devices including but not limited to terms governing your use of the hardware, payment obligations, and all other rights and obligations.
General Prohibitions. You further agree not to do any of the following: Use any Company proprietary information, including Company name, logo, trademark and other intellectual property without Company's prior written consent; Attempt to breach any of the Company's or Company's providers or business partners security, technological or authentication measures intended to protect the Service; Attempt to access the Service other than through the software and/or search agents, provided by Company: Send any unsolicited or unauthorized communications through the Service:

Use the Services for the benefit of any third party or in any manner not permitted by this Agreement, Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service; Interfere with, or attempt to interfere with the data of any user of the Service or the access of any user to the Services in violation of this Agreement Collect or store any personally identifiable information from the Service from other users - including but not limited to all End Users and Drivers - of the Service without their express permission; Impersonate or misrepresent your
affiliation with any person or entity: Violate any applicable law or regulation, or Encourage or enable any other individual to do any of the foregoing. Although we're not obligated to monitor access to or use of the Service or to review or edit the Service or Your Data, we have the right to do so for the purpose of operating the Service, to ensure compliance with this Agreement, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to disable your access at our sole discretion. If we suspect, in our reasonable opinion, fraudulent or unauthorized activityn your account, we reserve the right to terminate or suspend your access to our website or any applicable services or both. We have the right to investigate violations of this Agreement or conduct that affects the Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law..
Links to Third Party Websites or Resources. The Services may contain links to third party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
Publicity. You hereby grant Company permission to use your company name and logo on our website, customer lists, and marketing materials to list you as our customer. However, Company will not use your name, trademarks, or logos in any other way without your prior consent.
Termination. This Agreement will continue in full force and effect unless and until your account or this Agreement is terminated as described herein.

We may terminate your access to and use of the Service, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending an email to us at support247@factoreld.com

Upon any termination, discontinuation or cancellation of the Service or your account, all provisions of this Agreement that should, by their nature, survive termination of this Agreement will survive termination. For the avoidance of doubt, all accrued rights to payment shall survive termination of this Agreement.
Once your account has been terminated, we no longer have any obligation to maintain or provide Your Data, and we may delete or destroy all copies of Your Data in our possession or control, unless legally prohibited.
Disclaimer of Warranties, TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. COMPANY EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY DRIVER, USER, END USER, ENTITY OR OTHER THIRD PARTY. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any the Service or ahything shared by any users of the Service. Your use of the Service is at your sole risk and discretion and Company hereby disclaims any and all liability to you or any third party relating thereto.
Indemnity. You agree to indemnify and hold Company, its vendors, and their respective subsidiaries, officers, directors, agents, partners, employees, and consultants harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of this Agreement or any law, or your violation of any rights of a third party.

Indemnity. You agree to indemnify and hold Company, its vendors, and their respective subsidiaries, officers, directors, agents, partners, employees, and consultants harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of this Agreement or any law, or your violation of any rights of a third party. Additional Terms for Apple Applications. The terms in this section apply to your use of the Service, including the iPhone and iPad applications available via the Apple, Inc.

("Apple") App Store (each an "App Store App"), but the following additional terms also apply to App Store Apps: Both you and Company acknowledge that this Agreement is concluded between you and Company only, and not with Apple, and that Apple is not responsible for App Store Apps or the Content; The App Store Apps are licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, solery to be used in connection with the Service for your private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Service; You will only use the App Store Apps in connection with an Apple device that you own or control: You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Apps; In the event of any failure of the App Store Apps to conform to any applicable warranty, including those implied by law, you may notify Apple of such fallure; upon notification, Apple's sole warranty obligation to you will be to refund to you the purchase price, if any, of the App Store App; You acknowledge and agree that Company, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the App Store App; You acknowledge and agree that, in the event of any third party claim that the App Store App or your possession and use of the App Store App infringes that third party's intellectual property rights, Company, and not Apple, wil be responsible for the investigation, defense, settlement and discharge of any such infringement claim: You represent and warrant that you are 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 you are not listed on any U.S.
Government list of prohibited or restricted parties; Both you and Company acknowledge and agree that, in your use of the App Store App, you will comply with any applicable third party terms off agreement which may affect or be affected by such use; and Both you and Company acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third party beneficiary hereof.
General. Entire Agreement. This Agreement and the notices and documents referred to herein constitute the entire agreement between you and Company relating to the Service and governs your use of the Service, superseding any prior agreements between you and Company or any other party in connection with the Service. No Waiver. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and shall not guarantee that Company will repeat any such actions in the future. Severability. If any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give appropriately valid effect to the intention of this Agreement as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. Assignment. This Agreement and any rights granted to you under this Agreement may not be transferred or assigned by you, in whole or in part, whether voluntarily, by operation of law, of otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void, except that you may assign this Agreement in its entirety to a purchaser of all or substantially all of your assets or business or in connection with a merger, amalgamation, reorganization or similar transaction without consent and upon written notice to us. Subject to the foregoing, this Agreement will enure to the benefit of and be binding upon the respective successors and permitted assigns of you and us.

This Agreement may be assigned or novated by us in our sole discretion by way of written notice to you. Governing Law. This Agreement shall be performed in connection with the Service shall be deemed to have been performed. Any controversy, dispute, or claim arising out of or relating to the Service or this Agreement (a "Claim'" shall be governed by and construed in accordance with the laws of Ohio, except that body of law governing conflicts of law. Dispute Resolution, if a dispute arises between you and Company, our goal is to learn about and address your concerns. if we are unable to address your concerns to your satisfaction, we will seek to provide you with a neutral and cost-effective means of resolving the dispute quickly. Complaints and disputes between you and Company regarding the Service may be reported to Attn:
Legal Department, Factor ELD LLC, 16192 Coastal Highway Lewes, Delaware 19958 or via email to: support247@factoreld.com. Arbitration. For any Claim (excluding claims for injunctive or otner eguitable relief) where the total amount of the award sought is less than $10,000.00 USD, the party
requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-. appearance-based arbitration. If a party elects arbitration, that party willl initiate such arbitration
through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, with the
specific manner to be chosekby the party initiating the arbitration: (i) the arbitration shali not invotve
any personal appearance by the parties or witnesses unless otherwise mutually agreed by thei parties, and (fii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Forum for Disputes. Except as otherwise agreed by the parties or as
described above, you agree that any claim or dispute you may have against Company must be resolved by a court located in Ohio. You agree to submit to the personal jurisdiction of the courts located within Ohio for the purpose of litigating all such claims or disputes. Improperly Filed Litigation. All claims you bring against Company must be resolved in accordance with this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed, and a breach of this Agreement. Should you file a claim contrary to this Agreement, Company may recover attorneys fees and costs from you, provided that we have notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
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