Fleet Cadence Customer Agreement
This Customer Agreement (the “Agreement”) is between Fleet Cadence LLC (“Fleet Cadence,” “we,” “us”) and the company that subscribes to the Service (“Customer,” “you”). It governs your use of the Fleet Cadence platform (the “Service”).
It is separate from, and does not replace, the Terms of Service that govern the relationship between you and the people you give accounts to.
1. The Service, and who may use it
We grant you a non-exclusive, non-transferable right to access the Service during the term, for your own delivery operation. You may give accounts to your employees and contractors; you are responsible for what they do with them, for keeping credentials secure, and for having the authority to enter this Agreement on the company's behalf.
2. Fees, renewal and non-payment
The subscription fee and billing period are those shown on your billing page when you subscribe. Unless stated otherwise, fees are billed monthly in advance and the subscription renews automatically for successive periods until cancelled. Usage-based charges (for example AI features metered per use) are billed in arrears for the period in which they were incurred.
You may cancel at any time, effective at the end of the current billing period. Fees already paid are not refundable except where this Agreement says so or the law requires it.
If a payment fails we may retry it and will tell you. If an invoice stays unpaid we may suspend the Service after giving you notice and a reasonable chance to fix it. Suspension does not delete your data, and does not cancel fees already due.
3. Your data
You own your data. Everything you and your users put into the Service - your roster, schedules, vehicles, tickets, messages and the records generated from them - is yours. We do not sell it, and we do not use it to build products for anyone else.
You grant us only the rights needed to run the Service for you: to host, process, transmit and back it up, and to have our sub-processors do the same. We may use aggregated, de-identified statistics that do not identify you or any individual to operate and improve the Service.
You are responsible for having the right to put personal data into the Service and for telling your own people what you collect. Our handling of it, and the sub-processors involved, are described in the Privacy Policy.
On termination you may export your data through the Service. After a reasonable wind-down period we may delete it.
4. Our platform
We own the Service - the software, its design, and everything in it other than your data. Nothing here transfers that to you. You will not copy, resell, reverse-engineer, or use the Service to build a competing product.
If you send us feedback or suggestions we may use them without obligation to you.
5. Confidentiality
Each of us may learn things about the other that are not public. Neither will use the other's confidential information except to perform this Agreement, or disclose it except to people who need it and are under similar obligations - or where the law requires disclosure, in which case we will tell you if we are allowed to.
6. Security
We maintain administrative, technical and physical safeguards appropriate to the data the Service holds, including encryption in transit, encryption at rest for stored credentials, and separation of each customer's data from every other customer's. We will tell you without undue delay if we become aware of a breach affecting your data.
7. Availability and support
We aim to keep the Service available at all times and to restore it promptly when it is not. Planned maintenance will be notified in advance where practical. We do not commit to a specific uptime percentage under this Agreement; if you need one, ask and we will agree it separately in writing.
The Service depends on systems we do not control - Amazon Logistics, ADP, Rivian, payment and messaging providers among them. Interruptions caused by those systems, or by changes they make, are not a breach of this Agreement.
8. Disclaimers
Except as expressly stated here, the Service is provided “as is.” To the fullest extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.
The Service helps you run a delivery operation; it does not make your decisions for you. You remain responsible for compliance with your own contracts, and with the employment, safety and transport laws that apply to your business.
9. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO FLEET CADENCE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to your obligation to pay fees, to either party's indemnification obligations, or to liability that cannot be limited by law.
10. Indemnification
We will defend you against a third-party claim that the Service infringes that party's intellectual property rights, and pay the damages finally awarded, provided you tell us promptly and let us control the defense.
You will defend us against a third-party claim arising from your data, your use of the Service in breach of this Agreement, or your relationship with your own employees, contractors or customers, on the same terms.
11. Term and termination
This Agreement starts when you first accept it and continues while you have an active subscription. Either party may terminate for material breach that is not cured within 30 days of written notice. We may terminate immediately for non-payment that remains unresolved after notice, or for use of the Service that is unlawful or that threatens the Service or other customers.
Sections that by their nature should survive - your data rights, our platform rights, confidentiality, disclaimers, liability limits, indemnification and governing law - survive termination.
12. Changes to this Agreement
We may update this Agreement. Material changes take effect at your next renewal, or on 30 days' notice, whichever is later, and we will ask you to accept the new version in the Service. Continuing to use the Service after a change takes effect means you accept it. If you do not, you may cancel before it takes effect.
13. General
This Agreement is governed by the laws of the State of Michigan, without regard to conflict-of-laws rules. It is the entire agreement between us about the Service and replaces any earlier understanding about it. Neither of us may assign it without the other's consent, except to a successor of substantially all of its business. If a provision is unenforceable, the rest stands. A failure to enforce a right is not a waiver of it.
Notices to you go to the email on your account; notices to us go to byron@fleetcadence.app, or 1690 Watertower Place, Suite 100, #299, East Lansing, Michigan 48823.