Terms of Service

SOFTWARE AS A SERVICE (SaaS) & INTELLECTUAL PROPERTY LICENSING AGREEMENT

This Software as a Service & Intellectual Property Licensing Agreement (the "Agreement") is entered into by and between FleetGov LLC ("Company") and the purchasing local government entity, municipality, township, village, or district ("Subscriber"). By executing this Agreement, or by clicking "I Agree" or otherwise accessing the Services, Subscriber agrees to be bound by all terms herein.

1. DEFINITIONS

• "Service" or "Software": The cloud-based fleet management software platform known as FleetGov, hosted and maintained by Company.
• "Subscriber Data": Any data, fleet metrics, maintenance records, or information uploaded or input into the Service by Subscriber's users.
• "Intellectual Property Rights": All copyrights, patents, trademarks, trade secrets, database rights, source code, object code, and proprietary workflows.

2. INTELLECTUAL PROPERTY OWNERSHIP

• Company Ownership: Subscriber explicitly acknowledges and agrees that Company owns 100% of all right, title, and interest in and to the Software, the Service, the FleetGov platform, the user interface, documentation, and all underlying code and technology. No ownership rights are transferred under this Agreement.
• License Grant: Subject to compliance with this Agreement and payment of applicable fees, Company grants Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for internal municipal operations during the active subscription term.
• Feedback and Modifications: If Subscriber suggests features, modifications, or custom integrations, Subscriber hereby assigns all right, title, and interest in such feedback to Company. Company may integrate such modifications into its core platform without obligation or compensation to Subscriber.

3. RESTRICTIONS ON USE

Subscriber shall not, and shall not permit any user to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software.
• Modify, copy, create derivative works of, or distribute the Software.
• Sublicense, lease, rent, or resell the Software to any third party or outside public agency without prior written consent from Company.

4. FREE TRIAL, EXPIRATION, AND PAYMENT TERMS

• 90-Day Free Trial: Company grants Subscriber a one-time, ninety (90) day free trial period to evaluate FleetGov starting from the account creation date. No credit card or payment information is required to access this trial.
• Expiration and Access Restriction: Upon the expiration of the 90-day free trial period, Subscriber's active license will automatically terminate, and access to the FleetGov platform will be restricted. Subscriber will not be automatically charged or locked into a financial obligation. Paid access will only resume upon the mutual execution of an order form or payment of an annual invoice.
• Payment Terms (Net 30): Following the trial, should Subscriber choose to purchase an annual subscription, all invoices generated by Company are due and payable in accordance with the Illinois Local Government Prompt Payment Act (50 ILCS 505/). Subscriber shall remit payment within thirty (30) days of approval of the invoice.

5. DATA OWNERSHIP AND PRIVACY

• Ownership of Subscriber Data: As between the parties, Subscriber retains 100% ownership of all Subscriber Data. Subscriber grants Company a limited, worldwide license to host, copy, transmit, and display Subscriber Data solely to provide, secure, and maintain the Service.
• Anonymized Aggregated Data: Company may compile and use anonymized, de-identified, and aggregated data derived from Subscriber's use of the system (e.g., general fleet fuel efficiency averages) to improve the Software. This data will never contain personally identifiable information or disclose the identity of Subscriber.
• Public Records Compliance: Company agrees to assist Subscriber, at Subscriber's reasonable expense, in retrieving Subscriber Data if required to fulfill a valid request under the Illinois Freedom of Information Act (5 ILCS 140/).

6. DATA SECURITY

• Safeguards: Company shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Subscriber Data against unauthorized access, disclosure, alteration, or loss. These include encryption of Subscriber Data in transit and at rest, logical separation of Subscriber Data from the data of other subscribers, role-based access controls, and regular backups.
• Hosting Location: Company shall host and store Subscriber Data, including backups, with reputable cloud infrastructure providers in the United States.
• Access by Company: Company shall limit access to Subscriber Data to its personnel and service providers who require such access to provide, support, or secure the Service and who are bound by obligations of confidentiality.
• Security Incidents: Company shall notify Subscriber without unreasonable delay, and in any event within the time required by applicable law, including the Illinois Personal Information Protection Act (815 ILCS 530/), after becoming aware of a breach of security that results in unauthorized access to Subscriber Data. Company shall take reasonable steps to contain and mitigate the incident and shall reasonably cooperate with Subscriber's inquiries regarding it.
• Subscriber Responsibilities: Subscriber is responsible for managing its user accounts, assigning appropriate user roles, requiring its users to keep login credentials confidential, and promptly revoking access for users who no longer require it.
• No Absolute Guarantee: Subscriber acknowledges that no method of electronic transmission or storage is completely secure. Company's obligations under this Section are subject to the Limitation of Liability in Section 8.

7. TERMINATION AND EFFECT

• Subscription Term: Following the free trial, paid access to the Service is provided on an annual subscription basis.
• Termination for Convenience: Either party may terminate an active annual subscription at the end of the current billing cycle by providing thirty (30) days' written notice.
• Effect of Termination or Expiration: Upon termination or trial expiration, Subscriber's license to access FleetGov immediately ceases. Company shall make Subscriber Data available for export for a period of thirty (30) days. Company shall securely delete Subscriber Data within ninety (90) days after termination or expiration, unless Subscriber requests earlier deletion or Company is required by law to retain it, and shall give Subscriber's administrators at least seven (7) days' notice by email before deletion. Backup copies are deleted within thirty (30) days after that.

8. LIMITATION OF LIABILITY

To the maximum extent permitted by law, in no event shall Company be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, or data. Company's total aggregate liability for any claims arising out of or related to this Agreement shall be strictly capped at the total amount actually paid by Subscriber to Company during the twelve (12) months immediately preceding the event giving rise to liability. If the claim arises during the free trial period, Company's total liability is capped at $100.

9. GOVERNING LAW AND AUTHORIZATION

• Governing Law: This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Illinois, without regard to conflict of law principles. Venue for any dispute shall be located in the state or federal courts overseeing the location of Company's principal place of business.
• Authority to Bind: The individual executing this Agreement, or clicking "I Agree" to accept these terms, explicitly represents, warrants, and certifies that they possess the official statutory authority to bind the Subscriber municipality, town, village, or public entity to these legal and financial obligations.