TERMS OF SERVICE
Effective Date: November 29, 2021
Welcome to Openlane Technology Corporation d/b/a RoadFlex ("Company", "we", "our", "us" ")! As you have just clicked our Terms of Service, please pause, grab a cup of coffee and carefully read the following pages. It will take you approximately 20 minutes.
These Terms of Service ("Terms", "Terms of Service") govern your use of our web pages located at roadflex.com and our software platform for companies with vehicle fleets (together or individually "Service") operated by RoadFlex.
If you do not agree with (or cannot comply with) Agreements, then you may not use the Service, but please let us know by emailing at firstname.lastname@example.org so we can try to find a solution. These Terms apply to all visitors, users and others who wish to access or use Service.
Thank you for being responsible.
By creating an Account on our Service, you agree that Company may provide you communications about your account and the Service electronically or through phone calls or in writing to any contact information we have on file for you. Standard mobile, message, or data rates may apply, and you are responsible for any such fees.
By providing us with a telephone number for a mobile device, including a number that you later convert to a mobile device number, you are expressly consenting to receiving communications—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us, our affiliates, agents, third party Service Providers, servicers, and collectors at that number, about any product or services offered by Company. This express consent applies to each such telephone number that you provide to us now or in the future. You understand that you need not provide this consent as a condition of obtaining goods or services from Company, and that you may decline to provide or revoke your consent at any time by emailing email@example.com by any other method that reasonably ensures we receive your revocation.
You also agree that these communications are not unsolicited for purposes of any state or federal law, and you understand that this may result in additional mobile, text message, or data charges.
You also understand and agree that Company may monitor or record telephone conversations you or anyone acting on your behalf has with Company or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with Company may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Company, and Company does not guarantee that recordings of any particular telephone calls will be retained or retrievable
By creating an Account on our Service, you further agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or by emailing at firstname.lastname@example.org.
- Working with Third Parties
If you grant express permission to a third party to take specific actions on your behalf, or access particular information about your account on our Service, either through your use of the third party's product or service or through your Company account, you acknowledge that Company may disclose the information about your account that is authorized by you to this third party. You also acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold Company responsible for, and will indemnify Company from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.
- Opening an Account
If you wish to open an account (“Account”) for any product or service made available through Service, you may be asked to supply certain information relevant including, without limitation, your registered business name, contact information, type of business entity that is organized, a valid Employer Identification Number, business address, billing information, and social security information, dates of birth, and other information for certain users and beneficial owners. We may ask you to supply this information and any supporting documentation at any time during the term of this Agreement.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Account; (ii) you are not engaged in any Prohibited Uses, and that (ii) the information you supply to us is true, correct and complete.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
- Notification of corporate changes
- You agree to promptly notify us in writing if any of the following occur:
- There is any change of Beneficial Owners or Control Persons;
- There is any material change in the control or ownership of your business; or
- You are the subject of an inquiry, proceeding, investigation, or enforcement action promulgated by any regulatory authority
- Billing Cycles
Some parts of the Service will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of Account.
At the end of each Billing Cycle, your Account will automatically renew under the exact same conditions unless you cancel it or RoadFlex cancels it. You may cancel your Account renewal either through your online account management page or by contacting RoadFlex customer support team.
A valid payment method, including credit card or PayPal, is required to process the payment for your Account. You shall provide RoadFlex with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize RoadFlex to charge all Account fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, RoadFlex will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
This Agreement is effective when you start an application for an Account and continues until terminated by either you or us, in accordance with the Service, Account, or as set forth in this Agreement.
We may terminate or suspend your account and bar access to Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms.
You may terminate this Agreement by ceasing to use the Service, paying all amounts owed, and providing notice to us. We may decline to close your Account if you have a balance in respect of any Service, if any funds that we are holding on your behalf are subject to a hold, lien or other restriction, or if we believe that the Account is being closed to evade any legal or regulatory requirement or investigation. If you wish to terminate your account and you do not owe any amounts to us, you may simply discontinue using the Service.
You are responsible for all Fees and other losses caused by your action or inaction prior to termination, and for any costs we may incur in the process of closing your Account upon termination by you or us.
All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability
- Fee Changes
RoadFlex, in its sole discretion and at any time, may assess fees for the Service and Account ("e;Fees"e;). Any Fee change will become effective at the end of the then-current Billing Cycle.
RoadFlex will provide you with a reasonable prior notice of any change in Fees to give you an opportunity to terminate your Account before such change becomes effective.
Your continued use of Service after a Fee change comes into effect constitutes your agreement to pay the modified Fee amount.
Except when required by law, paid Fees are non-refundable.
- Prohibited Uses*
You may use Service only for lawful purposes and in accordance with Terms. You agree not to use Service:
- In any way that violates any applicable national or international law or regulation.
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.
- To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.
- In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of Service, or which, as determined by us, may harm or offend Company or users of Service or expose them to liability.
Additionally, you agree not to:
- Use Service in any manner that could disable, overburden, damage, or impair Service or interfere with any other party's use of Service, including their ability to engage in real time activities through Service.
- Use any robot, spider, or other automatic device, process, or means to access Service for any purpose, including monitoring or copying any of the material on Service.
- Use any manual process to monitor or copy any of the material on Service or for any other unauthorized purpose without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of Service.
- Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service, the server on which Service is stored, or any server, computer, or database connected to Service.
- Attack Service via a denial-of-service attack or a distributed denial-of-service attack.
- Take any action that may damage or falsify Company rating.
- Otherwise attempt to interfere with the proper working of Service.
We may use third-party Service Providers to monitor and analyze the use of our Service.
Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualise and personalise the ads of its own advertising network.
For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en
We also encourage you to review the Google's policy for safeguarding your data: https://support.google.com/analytics/ answer/6004245.
- No Use By Minors
Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of Company, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of Service.
- No International Users
Service is intended only for access and use by individuals within the United States. By accessing or using any of Company, you warrant and represent that you reside in the United States and that your use of the Service is within the United States.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
- Credit Reporting
By creating an Account on our Service, you authorize us to retrieve information about you from our Service Providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of the Services. Company may periodically update this information as part of our underwriting criteria and risk analysis procedures.
- Intellectual Property
Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of RoadFlex and its licensors. Service is protected by copyright, trademark, and other laws of the United States. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of RoadFlex.
- Your License
We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Services, and a royalty-free, limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Services as authorized in these Terms. We may make updates to the Services available to you, which you must accept to continue using the Services. Any such updates may be subject to additional terms made known to you at that time.
- Copyright Policy
We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights ("Infringement") of any person or entity.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to email@example.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”
You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.
- DMCA Notice and Procedure for Copyright Infringement Claims
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
- a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
- identification of the URL or other specific location on Service where the material that you claim is infringing is located;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
- Error Reporting and Feedback
You may provide us either directly at firstname.lastname@example.org or via third party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.
The third party sites and tools mentioned above include the following:
- Links To Other Web Sites
Our Service may contain links to third party web sites or services that are not owned or controlled by RoadFlex
Inclusion of any linked third-party website on the RoadFlex website does not imply approval or endorsement of the linked website by RoadFlex. RoadFlex has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
YOU ACKNOWLEDGE AND AGREE THAT RoadFlex SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.
WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.
- Disclaimer Of Warranty
THESE SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.
NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Limitation Of Liability
EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You shall indemnify, defend and hold RoadFlex harmless against any claims, actions, losses, liabilities, damages and expenses (including reasonable attorneys’ fees and court costs) brought against RoadFlex by any third party that relates to or arises out of your breach of this Agreement or your misuse of the Service or any item or service obtained through the Service.
- Representations and Warranties
You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these Terms; (c) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including the Health Insurance Portability and Accountability Act (“HIPAA”); (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with these Terms.
- Governing Law
These Terms shall be governed and construed in accordance with the laws of State of California without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.
- Arbitration, Waiver of Jury Trial and Class Action Rights
At our or your election, any and all disputes, claims, or controversies (“Claims”) arising out of or relating to the following shall be resolved by final and binding arbitration to be conducted before the American Arbitration Association (“AAA”), or its successor: Claims arising out of or relating to any aspect of the relationship between you and us, including but not limited to your acceptance of these Terms and use of the Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; and Claims arising out of the scope and/or enforceability of this arbitration provision.
Unless otherwise agreed by the parties, arbitration will be held in San Francisco, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by AAA, and will be conducted in accordance with the current rules and regulations promulgated by AAA unless specifically modified in the Terms. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in these Terms and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under these Terms, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys' fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
- Changes To Service
We reserve the right to withdraw or amend our Service, and any service or material we provide via Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.
- Amendments To Terms
We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.
Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Service.
- Waiver And Severability
No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision.
If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.
You may not transfer any rights you have under our terms of service to anyone else.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.
- No Agency
Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any third-party service provider.
BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.
- Headings and Interpretation
Except where otherwise specified, all references to sections or provisions refer to this Agreement or the applicable incorporated Terms. Headings of the articles and sections in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.
We may deliver notice to you by posting a notice on the Website, or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following email address: email@example.com.
- Contact Us
Please send your feedback, comments, requests for technical support:
By email: firstname.lastname@example.org.