TERMS OF SERVICE

Chapter I. Acceptance of terms

Material, personal and territorial application

1. The present Terms of service, along with FleetHolder’s Privacy Policy represents the set of regulations that governs the contractual relation between the Business User and FleetHolder LLC, replacing any other prior agreements (verbal or written) between the parties with respect to the use of FleetHolder Service. The Business User may also be subject to additional terms and conditions that may apply when he uses or purchases certain other FleetHolder services, affiliate services, third-party content or third-party software.

2. The Business User acknowledges and agrees that this Terms of service, along with FleetHolder’s Privacy Policy represents a binding contract (valid agreement) between himself and FleetHolder, even though it is electronic and is not physically signed by the parties.

3. The express acceptance of this Terms of service, along with FleetHolder’s Privacy Policy will be mandatory before accessing or using FleetHolder Services. By accepting this TOS or by accessing or using the Service or Site, the Business User acknowledges that he has read, understood, and agrees to be bound by this TOS.

4. The failure of FleetHolder to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid under applicable law, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions to the greatest extent possible as reflected in the provision, and the other provisions of the TOS shall remain in full force and effect.

5. During the contractual relation between the parties, FleetHolder may provide the Business user with notices, including those regarding modifications to the TOS (including the Privacy Policy), by email or via the web-site. The Business user agrees to review the TOS (including the Privacy Policy) at: https://fleetholder.com/terms_en.html and https://fleetholder.com/privacy_en.html, periodically, so that he will be aware of any modifications. The continued use of the FleetHolder Service after any modification, indicates his acceptance of the most current version of this TOS (and all other agreements, policies, rules and guidelines referred to herein). Unless expressly stated otherwise by FleetHolder, any new features, new services, enhancements or modifications to the FleetHolder Service, implemented after the Business User’s initial access to the Service, shall be subject to these TOS. If any modification to this TOS is not accepted by the Business User, the contractual remedy will be to stop accessing and using the Service.

6. Within the contractual relation which arises by accessing and using FleetHolder’s products and services, the Business User is a company or other legal entity, whose existence and functioning comply with applicable laws.

7. FleetHolder offers accounts on behalf of legal entities. A legal entity – user of FleetHolder’s products and services – will be bound to this entire agreement (TOS and Privacy Policy), by the person (individual or legal entity) who creates a FleetHolder account in the name and/or interest of the first (called Business User).

8. The person (individual or legal entity) who is entering into this agreement (TOS and Privacy Policy) on behalf of a company or other legal entity, states and agrees that: a) the account that has been created is for, and held in the name of, the Business User (and not an individual); b) such Business User has full legal capacity and is in good standing in the jurisdiction in which it is formed; c) he has full legal capacity and authority to bind himself individually and the Business User to these TOS; d) the terms "Business User" and "the person (individual or legal entity),” as used herein shall, unless the context otherwise reasonably requires, refer to both (A) the Business User, and (B) the individual or individuals (the “Individual User(s)”) creating, accessing or using the Service as authorized by such Business User.

9. If the person (individual or legal entity) creating the account or the Business user does not meet the requirements above, or if either of them does not agree with these terms and conditions, the FleetHolder Service may not be used.

10. If the person (individual or legal entity) creating the account doesn’t have the authority to bind the Business user and its affiliates to this TOS and the Business user does not want to use the FleetHolder service, he must immediately inform FleetHolder in this regard. The person (individual or legal entity) creating the account will be held responsible for any material and/or moral damages caused to FleetHolder. In case the Business User – bound to these TOS by a person (individual or legal entity) without having such authority - wants to continue using FleetHolder Service, he must indicate the person having the authority to legally represent him.

11. Continued use of the FleetHolder’s products and services, without any reservations regarding the account activation procedure, shall constitute the Business User consent to this agreement. By accessing or using the Service or Site, the Business User acknowledges that he has read, understood, and agrees to be bound by this TOS, from the day the account had been created.

12. The TOS & FleetHolder’s Privacy Policy constitute the entire agreement between the Business User and FleetHolder and governs his use of the Service, regardless of the state or place in which the Business user is established or located: Romania, EU member states or any other third states/countries.

13. The products and services of FleetHolder include access to:

    1. the official website of FleetHolder, along with all tools and services provided through the Site;

    2. FleetHolder web application, including the mobile application – FhDriver (whose use involves creating an application account), along with FleetHolder business productivity system, tools and services provided through the application;

    3. any software, data, text, images, sounds, video and content made available through the website or application;

    collectively referred to as the “FleetHolder Service.

14. Any new changes or features added to or augmenting the FleetHolder Service shall be subject to the this TOS and FleetHolder’s privacy policy.

Chapter II. General regulations regarding the access and use of the FleetHolder Service

15. In order to access and/or use the FleetHolder Service, the Business user states and warrants the following:

    1. has legal capacity and authority to be part of this valid contract;

    2. is not barred from receiving this type of services under the laws of the Romanian Country or any other applicable jurisdiction;

    3. his use of the Service does not violate any applicable law or regulation;

    4. is accessing the Service through one or more persons. Accounts registered by "bots" or other automated methods are not permitted;

    5. has provided true, accurate, current and complete information about himself as prompted by the Service's registration form ("Registration Data");

    6. he undertakes to maintain and promptly update the Registration Data to keep it true, accurate, current and complete;

16. If the Business user provides any information that is untrue, inaccurate, not current or incomplete, or FleetHolder has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, FleetHolder has the right to suspend or terminate the user’s account and refuse any and all current or future use of the FleetHolder Service (or any portion thereof).

17. Registration Data and certain other information about the Business User are subject to our Privacy Policy which is incorporated by reference herein in its entirety. The Business User understands that through his use of the Service he consents to the collection and use (as set out in the Privacy Policy) of this information.

18. The access and use of FleetHolder Service involves creating an application account, which would correspond to a single company or other legal entity (generally called the Business user) - a single application account may not be shared by multiple legal entities. Each application account will include one or more user accounts - the Business user may create separate logins for as many users as he needs to.

19. The Business user will receive a password and account designation upon completing the Service's registration process. A confirmation e-mail will be submitted to both the legal entity (company) – holder of the application account and generally called “the Business user” - and the person (individual or legal entity) which created the application account – holder of the first user account and generally called “the User”.

20. The Business user, along with other application users, have the exclusive right to access and use the content of their FleetHolder account. They are all responsible for maintaining the confidentiality and security of the account password and content, being fully responsible for the Content posted or any activity that occurs under their account (even when the Content is posted by other users who have accounts under The Business user account). FleetHolder cannot and will not be liable for any loss or damage from the Business user failure to comply with this security obligation. In this respect, the Business user/User is required and agrees to:

    1. immediately notify FleetHolder of any unauthorized use of his password and account information or any other breach of security;

    2. to ensure that he exits from his application account at the end of each session or that no other person will use the same work device, in a manner that could allow him/her to access and use any account information;

21. FleetHolder cannot and will not be liable for any loss or damage arising from the Business user / users failure to comply with the TOS, including, without limitation, this Section.

22. The Business user understands, consents and agrees that the technical processing and transmission of the Service, including the Business user’s Content, may be transferred unencrypted and involves: a) transmissions over various networks; b) changes to conform and adapt to technical requirements of connecting networks or devices; c) the use of external hosting services (cloud servers) in order to provide the necessary hardware, software, networking, storage and related technology required to operate and maintain the Service. Security, backup and availability services are being provided to the Business user directly by the third party vendors and hosting providers, at the level and under the terms expressly and publicly mentioned on their presentation page.

23. The business user may access and/or use the FleetHolder Service solely under the conditions and as permitted by the present TOS. The business user may not access the FleetHolder Service for purposes of monitoring its performance, availability, or functionality, or for any other benchmarking or competitive purposes, without FleetHolder's prior written consent. The business user may not access the Service if he is a direct competitor of FleetHolder, except with FleetHolder's prior written consent.

24. The Business User shall not:

    1. allow any unauthorized user to access or use the FleetHolder Service;

    2. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the FleetHolder Service available to any third party, other than as expressly permitted by this TOS;

    3. use the FleetHolder Service to process data on behalf of any third party;

    4. reproduce, duplicate, copy, modify, sell, resell or exploit any portion of the FleetHolder Service, use of the Service, or access to the Service without the express written permission by FleetHolder;

    5. use the FleetHolder Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components;

    6. use the FleetHolder Service to upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, under any applicable laws;

    7. impersonate any person or entity, or falsely state or otherwise misrepresent his affiliation with a person or entity;

    8. disguise the origin of any Content transmitted through the Service;

    9. use the FleetHolder Service to upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any applicable law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

    10. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

    11. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware or telecommunications equipment in connection with FleetHolder Service;

    12. act in a manner that negatively affects other users' ability to access or use the Service;

    13. interfere with or disrupt the FleetHolder Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, as a whole;

25. Subject only to the limited right to access and use the FleetHolder Service expressly granted to the Business User under this TOS, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to FleetHolder.

26. Any unauthorizied use of FleetHolder Service, including the failure to take proper safety measures or allowing the access of unauthorized persons to the Service/User account, shall attract the Business User’s liability. The Business User shall not (and shall not allow any third party to) modify, adapt or hack the Service to falsely imply any sponsorship or association with FleetHolder, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.

27. The Business user will not attempt to override or circumvent any of the usage rules embedded into the FleetHolder Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the FleetHolder Service, in whole or in part, is strictly prohibited.

28. The Business User understands and agrees that FleetHolder and its designees, do not pre-screen Content.

29. The Business User understands and agrees that FleetHolder and its designees, shall have the right (but not the obligation) in their sole discretion, to refuse or remove any Content that is available via the Service. Without limiting the foregoing, FleetHolder and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. In this regard, FleetHolder’s action consists and is technically limited at handling abstract identification elements and components – abstract IDs related to each data and information, without having any direct access to the Business User’s Content (in the form generally provided), all of these data and information being strongly secured through advanced encryption methods.

30. FleetHolder reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof). FleetHolder will use diligent efforts to publish on the Site or notify the Business user about any planned downtime of the Service, and will use all reasonable efforts to warn the Business user prior to suspension or termination of his account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of the Business user use of Service, may be referred to appropriate law enforcement authorities. FleetHolder shall not be liable to the Business user or to any third party for any modification, suspension or discontinuance of the Service.

31. The Business user understands and agrees that FleetHolder has the right to suspend or terminate his account (or any part thereof), at any time, but only for grounded reasons (eg. the Business user has violated the law or this TOS). Such termination of the Service will result in the deactivation or deletion of the Business user’s account or the access to his account. In the event that FleetHolder takes action to suspend or terminate an account, FleetHolder will use all reasonable efforts to provide the affected account owner with a copy of his account contents upon request, unless the account has been suspended or terminated due to unlawful conduct.

32. The Business user understands and agrees that FleetHolder has the right to refuse at any time, but only for grounded reasons, any or all current and future use of the FleetHolder Service.

33. The Business user understands and agrees that FleetHolder has the right to refuse at any time, but only for grounded reasons, service maintenance (technical or otherwise) regarding the FleetHolder Service.

34. Recognizing the global nature of the Internet and the fact that FleetHolder Service, can be accessed and/or used from any location with internet access, the Business user agrees to comply with any and all applicable local, state, national or international laws and regulations regarding online conduct, acceptable Content and use of the Service or transmission of technical data.

Chapter III. Trial Period

35. The access and/or the use of FleetHolder Services, based on the chosen subscription plan, can be preceded by a period of trial, according to the user’s needs, for the time and under the conditions agreed with each user. Within the trial period, the access and/or the use of the FleetHolder Service will be available without paying the monthly subscription fee and without the existence of any other additional costs to the Business user.

36. The Business user understands and agrees that, accessing and/or using the FleetHolder Service after the expiration of the agreed trial period, involves the obligation of paying a monthly subscription fee. FleetHolder will begin billing the Business user for monthly subscription fees corresponding to the chosen subscription plan, at the end of his free trial period, unless he cancels prior to the end of his free trial.

37. The Business user will be billed monthly, starting with the first calendar day after the expiration of the agreed trial period. The period taken into consideration for the first invoice will be the remaining time from the current month, with the exception of the situation when the issuance date of the first invoice will be the 1st of that month, when the billing period will consist of the whole month and not the remaining time.

38. At the end of the free trial period, if the Business user doesn’t want to continue accessing and/or using the FleetHolder Service, he must notify FleetHolder in order to deactivate (terminate) his application account. In order to avoid the issuance of the first invoice for the subscription fee (partial or complete, as the case), the Business user must send FleetHolder a written notice, prior to the end of the free trial.

39. The Business user understands and agrees that FleetHolder may or may not send him a notice announcing him that the free trial has ended or that his paying subscription period has begun.

Chapter IV. FleetHolder Subscription Plans

40. All of FleetHolder’s subscription fees, regardless of the chosen subscription plan, are billed in advance on a monthly basis and are non-refundable. In this regard, both the access and/or use of the FleetHolder Service and the payment obligation of the monthly subscription fee related to it, are mutual obligations which are corresponding to the current calendar month; this is a general provision and is also applicable in case of termination/deactivation of the Business user’s account before the end of the current calendar month and also in case of downgrading the subscription plan level (there will be no refunds or credits for partial months of service or downgrade refunds). An exception from the non-refundable, monthly billing provision (each subscription plan corresponding to the current month, without refunds for partial service or subscription downgrade) is the situation when the first billing period for the chosen subscription plan, is shorter than one calendar month, in which case the billing period will include only the remaining time from the current month and not the entire month.

41. The Business User understands and agrees that, unless cancelled, his chosen Service subscription plan will be automatically renewed at the end of the subscription period (the current calendar month), respectively in the first calendar day of the next subscription period. The Business User’s subscription plan will be automatically renewed for successive subscriptions, without prior notice, unless and until the Business user or FleetHolder notifies to the other party, the intention to terminate/deactivate/disable it.

42. The Business User understands and agrees that, if he doesn’t want to renew his Service subscription plan, he must send a written notice to FleetHolder, in order to deactivate/disable his FleetHolder account. The Business User understands and agrees that, he must require deactivation of his Service account until the end of the subscription period (the last day of the current calendar month) before it renews, in order to avoid billing the next period's subscription fees.

Chapter V. Billing Period. Payment Methods

43. FleetHolder Service is available on a monthly subscription basis, differentiated according to the specifications mentioned in FleetHolder Rate Plan.

44. The business user understands and agrees that, each subscription fee will be billed on the 1st (first) calendar day of the month, in advance for the entire subscription period.

45. Each Service subscription can be paid quarterly or annually. In this event, the subscription fee will be automatically billed on the 1st (first) calendar day of the month and will correspond to a subscription period of 3 (three) calendar months or 12 (twelve) calendar months.

46. In case of a quarterly or annually billed & payed Service subscription, the Business user will have the possibility to terminate this Service contract, at anytime and for any reason, with a prior notice to FleetHolder, regarding his request to deactivate/disable his account. In this event, FleetHolder will refund the subscription fees, prorated for the remaining time in the quarterly or yearly billing cycle. There will be no refunds or credits for partial months of service or refunds for the months in which the service was unused, while active. The business user understands and agrees that, the subscription fee billed & payed in advance for the current month (the month in which the Business user asked for the termination of this contract) is a valid payment and it will not be refunded to the Business user in the given situation.

47. The Business user understands and agrees that, unless cancelled, his Service subscription will be automatically renewed at the end of his monthly, quarterly or annually subscription period, for successive subscriptions of 1 (one), 3 (three) or 12 (twelve) months. At the end of the monthly, quarterly or annually subscription period, the Business user has the possibility to ask & pay for a different subscription period. The subscription fees corresponding to the chosen subscription plan will be billed in advance, at the beginning of the subscription period (on the 1st calendar day of the month) and on each renewal thereafter, unless and until the Business user deactivates his account.

48. FleetHolder will begin billing the Business user for the chosen subscription plan, only on the 1st of the month that follows the free trial period. This first invoice will include the subscription fees for both the current month (respectively the quarterly or annually subscription period) and the remaining time between the end of the free trial period and the first billing date, if applicable.

49. The Business user understands and agrees that each invoice will be issued on the 1st of the month and will be payed until the 10th of the same month.

50. The Business user understands and agrees that, if, in the remaining time between the end of the free trial period and the first billing date, he asks for termination of this contract and deactivation of his account, FleetHolder will bill this subscription period corresponding to the chosen subscription plan or to a minimum one. There are no refunds or credits for partially used periods or refunds for unused periods with an open account. This invoice will be issued on the day of the notice and will be payed within 5 days from the date of receipt by the Business user.

51. The failure to pay the invoice within the period referred above may attract:

    1. the suspension of the application account until the date of payment, but no longer than the end of the month for which the amounts are due;

    2. the termination of the contract and account deactivation;

52. The Business user understands and agrees that every issued invoice will be transmitted electronically, via e-mail, at the address associated with the application account. The payment can be made either by bank transfer or through our affiliated online payment service.

53. Except and to the extent provided by this TOS or by applicable law, there will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months in which the service was unused, while active. In order to treat everyone equally, no exceptions will be made.

54. The Business user can always consult specific details of the chosen subscription plan or the status of the invoices and payments, by accessing “Settings » Subscription Plan” page, available after logging into the Service.

55. The Business user understands and agrees that, if there are any irregularities or concerns regarding the billing and/or the payment of the subscription fees, he must send FleetHolder a written notice within 10 days after the receipt of the invoice, respectively after its payment. A written response will be sent to the Business user, within 10 days after the receipt of the notice.

Chapter VI. Upgrading/Downgrading the Subscription Plan

56. The Business user understands and agrees that any upgrade or downgrade of the subscription plan, depending on the specifications corresponding to each one, will be made only at his written request and will become effective from that moment on. The business user understands and agrees that, the subscription fee billed & payed in advance for the current month (the month in which the Business user requested the modification of the subscription plan) is a valid payment and will not be affected by the changes requested for the subscription plan. The subscription fee corresponding to the new subscription plan, as it has been amended by the Business user, will apply only from the 1st calendar day of the month that follows the modification of the Service. For upgrades or downgrades while on a quarterly or yearly plan, FleetHolder will charge (in case of a Service upgrade) or refund (in case of a Service downgrade) the difference in plan cost, prorated for the remaining months in the Business user quarterly or yearly billing cycle.

57. Any upgrade of the subscription plan level – in terms of provided functionalities and thus subscription cost - will become effective from the date requested by the Business user. The subscription fee billed & payed in advance for the current month (the month in which the Business user requested the modification of the subscription plan) is a valid payment and FleetHolder will not charge the Business user for the difference in plan cost. The subscription fees corresponding to the new subscription plan, as it has been upgraded by the Business user, will apply only from the 1st calendar day of the month that follows the modification of the Service and will refer to a subscription period of 1 (one), 3 (three) or 12 (twelve) months, as requested by the Business user. For upgrades while on a quarterly or yearly plan, the corresponding invoice will be issued on the 1st calendar day of the month that follows the modification of the Service and the Business user will be charged only for the difference in plan cost (the difference between the initial subscription plan and the upgraded one), prorated for the remaining months in the Business user’s quarterly or yearly billing cycle.

58. Any downgrade in the subscription plan level – in terms of provided functionalities and thus subscription cost - will become effective from the date requested by the Business user. The subscription fee billed & payed in advance for the current month (the month in which the Business user requested the modification of the subscription plan) is a valid payment and FleetHolder will not refund the difference in plan cost. The subscription fees corresponding to the new subscription plan, as it has been downgraded by the Business user, will apply only from the 1st calendar day of the month that follows the modification of the Service and will refer to a subscription period of 1 (one), 3 (three) or 12 (twelve) months, as requested by the Business user. For downgrades while on a quarterly or yearly plan, the corresponding invoice will be issued on the 1st calendar day of the month that follows the modification of the Service and the difference in plan cost (the difference between the initial subscription plan and the downgraded one) will be refunded to the Business user, prorated for the remaining months in the Business user’s quarterly or yearly billing cycle. As it was said above, the month in which the Business user requested the modification of the subscription plan is not considered when calculating the refund made by FleetHolder.

59. The Business user understands and agrees that, downgrading the Service - in terms of provided functionalities and thus subscription cost - may cause the loss and/or a limitation of some Content, features, or capacity of the Account. FleetHolder does not accept any liability for such loss.

Chapter VII. Limitation of Liability. Warranties

60. The Business user understands and agrees that, the Service including the website and the content, and all server and network components are provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind.

61. The Business user understands and agrees that, FleetHolder does not warrant and shall not be liable for any other “third party” services - additional, complementary and/or auxiliary to FleetHolder Service. The warranties and all the liability for providing those services lies with each provider, according to their own contractual provisions, as are publicly expose on their presentation page.

62. The Business user understands and agrees that he is entirely responsible for all the information, data, text, messages or any other materials (generally referred to as Content) that he uploads, posts, emails, transmits or otherwise makes available via the FleetHolder Service. In this regard, FleetHolder does not control the Content posted via the Service, does not guarantee and, as such, is not responsible for the accuracy, integrity or quality of such Content. The Business user understands and agrees that, FleetHolder does not warrant that the results that may be obtained from the use of the service will be accurate or reliable and, as such, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

63. The Business user understands and agrees that, FleetHolder shall not be liable in any way, for any errors or omissions regarding the Content, the calculation methods or data retention, to the extent that these errors and/or omissions have not been notified/reported, in writing, to FleetHolder, within a reasonable time to resolve them.

64. The Business user understands and agrees that, FleetHolder shall not be liable to him or to any other third party, for any direct, indirect, incidental, special, consequential or exemplary damages, resulting from:

    1. the use or the inability to use the FleetHolder Service;

    2. unauthorized access to the Business user’s account and/or the alteration of his data transmissions or Content, any of them caused by the Business User’s negligence;

    3. statements or conduct of any third-party on the service;

    4. any other matter related to the access and/or use of the Service, caused by the Business User’s negligence;

65. FleetHolder reserves the right at any time and from time to time to modify the architecture and/or the functionalities of the Service, by adding new sections or optimizing the existing ones, in order to improve the quality of the Service, as a whole. In this regard, FleetHolder is not responsible for any errors or omissions that may have been caused by such modifications, but have not been reported to FleetHolder, in writing, within a reasonable time to resolve them.

66. FleetHolder reserves the right at any time and from time to time to suspend or discontinue, temporarily or permanently, the Service (or any part thereof).

67. The Business user understands and agrees that, FleetHolder shall not be liable to him or to any third-party for any modification, suspension or discontinuance of the Service, under the circumstances described above.

68. The Business user understands and agrees that, FleetHolder shall not be liable to him or to any third-party for the downtime interval or the malfunction of the Service, to the extent that such irregularities have not been reported, in writing, to FleetHolder, within a reasonable time to remedy them.

69. The Business user understands and agrees that, FleetHolder shall not be liable to him or to any third-party for the malfunction, suspension or discontinuance of the Service, to the extent that such irregularities are caused and/or influenced by “third party” services - additional, complementary and/or auxiliary to FleetHolder Service. The responsability in this case lies with each “third party” service provider.

70. FleetHolder guarantees optimum performance of the FleetHolder Service, only through the following browsers: a) Chrome 36+ version; b) Firefox 36+ version.

71. FleetHolder will use all reasonable efforts to ensure the optimum performance of the FleetHolder Service, including the solving of any errors or omissions that have been notified in writing to FleetHolder, within a reasonable time to resolve them.

72. FleetHolder will use all reasonable efforts to ensure the optimum security of the FleetHolder Service, in addition to all data security services, as guaranteed by the “third-party” hosting provider. The access and/or the use of the FleetHolder Service is performed within a secured platform (https service), any technical processing and transmission of the Content being performed using an encrypted connection.

73. FleetHolder will use diligent efforts to ensure the optimum availability of the FleetHolder Service and all the associated Content, in addition to all data backup services, as guaranteed by the “third-party” hosting provider. In this regard, FleetHolder will use all reasonable efforts to ensure high availability of the Service and its related Content, by performing additional data backups.

Chapter VIII. Use and Storage of the Content

74. The Business user understands and agrees that, FleetHolder may establish general practices and limits concerning the use of the Service, including without limitation:

    1. the maximum time frame in which the Content (historical data and information) will be stored within the Service account;

    2. the maximum number of email messages that may be sent from or received by an account on the Service;

    3. the maximum storage capacity allocated to each Service account, on FleetHolder's servers;

    4. any other limits established in connection with the use of the Service or the associated Content, with prior notice to the User;

75. The Business user is entirely and solely responsible for properly adding, modifying and/or deleting his account.

76. The Business user understands and agrees that, FleetHolder does not ensure the storage of the Content and, as such, assumes no liability for the deletion of such Content, in case of Service deactivation and termination of the contract.

77. The Business user understands and agrees that, where after any modification, suspension and/or interruption of the Service, the Content (or any part thereof) is in any way lost or deleted, FleetHolder will use all reasonable efforts to ensure the availability of the Content included within the latest data backup operation. FleetHolder shall not be liable to the Business user or to any third-party for the lost or deletion of any information, data, text, messages or other materials that may have been entered and processed after the latest data backup.

Chapter IX. Indemnity

78. The Business user shall defend FleetHolder against any claim, demand, suit or proceeding made or brought against FleetHolder (or its representatives) by a third-party, regarding:

    1. any Content that has added, modified, deleted or otherwise transmitted via the Service;

    2. the use of the Service in violation of the applicable law;

    3. the use of the Service in violation of this Agreement;

79. The Business user shall indemnify FleetHolder for any damages finally awarded against, and for reasonable attorney’s fees incurred by, FleetHolder in connection with any such claim, demand, suit or proceeding.

Chapter X. Marketing

80. The Business user understands and agrees that, for marketing purposes only, he may be identified as a customer of FleetHolder. In this regard, FleetHolder may refer to the Business user by name, trade name and trademark, if applicable, and may briefly describe his business in FleetHolder's marketing materials and web site.

81. The Business user hereby grants FleetHolder an irrevocable, perpetual, world-wide license to use his name, trade names and trademarks, but solely for marketing purposes.

Chapter XI. Cancellation and/or Termination of the Service

82. The contractual relations between the parties will cease to exist, as a result of account deactivation, in the following situations:

    1. on FleetHolder initiative, for breaches or violations of TOS, other incorporated agreements or guidelines and/or violations of the applicable law;

    2. on the Business user initiative, as a self-initiated account deletion/deactivation;

    3. at the initiative of either party, in case of technical or security issues in accessing and/or using the Service;

    4. on FleetHolder initiative, in case of suspended accounts;

    5. on FleetHolder initiative, in case of nonpayment of the subscription fees;

    The situations listed above are illustrative, and not exhaustive.

83. The Business user understands and agrees that, FleetHolder, in its sole discretion, has the right to suspend or terminate his account for the reasons listed above. In this event, FleetHolder will notify the Business user in writing, the account deactivation becoming effective within 5 (five) working days from the date of communication.

84. In case of a self-initiated account deletion/deactivation, the Business user is solely responsible for properly canceling his account. The account owner can cancel his account at any time by sending a written notice to FleetHolder, which shall become effective within 5 working days from the receipt day.

85. The Business user understands and agrees that, all of his Content will be immediately deleted from the Service upon cancellation/deactivation of the Service account (at the initiative of either party). The Business user understands and agrees that, all of this information cannot be recovered once the account is cancelled/deactivated. To avoid losing all of his Content, the Business user must request in writing, for a copy of his account content, prior to cancellation/deactivation of his Service account. FleetHolder will use all reasonable efforts to provide the account owner with a copy of his account content, as available from the latest data backup operation.

86. The Business user understands and agrees that, any cancellation/deactivation of the Service account will take effect:

    1. within 5 (five) working days since the day the Business user notifies FleetHolder, regarding the cancellation of his Service account;

    2. within 5 (five) working days since the day FleetHolder notifies the Business user regarding the deactivation of his Service account;

87. The Business User understands and agrees that he must ask for the cancellation/deactivation of his Service account until the end of the current month (the last day of the current calendar month), before it renews, in order to avoid billing the next period's subscription fees. Any account cancellation that occurs on the 1st calendar day of the following month or later this moment, will result in billing the Business user for subscription fees corresponding to that month.

88. The Business User understands and agrees that, FleetHolder shall not be liable to him or to any third-party for any direct, indirect, incidental, special, consequential or exemplary damages resulting from the use of the Service or any modification, suspension, cancellation or deactivation of the Service, under the circumstances described above.

Chapter XII. Intellectual Property

89. The Business User understands and agrees that the Service and any necessary code or software used in connection with the Service ("Software"), contain proprietary and confidential information – exclusive property of FleetHolder, that are protected by applicable intellectual property and other laws.

90. The architecture, structure, content and graphic interface of FleetHolder’s product and/or services are protected by copyrights, trademarks, service marks, patents or other proprietary rights belonging to FleetHolder - The look and feel of the Service is copyright © 2015 FleetHoder S.R.L. All rights reserved.

91. The Business User understands and agrees that, any data and/or information available to the Business user: a) through the Service or in connection with the Service; b) through and in connection with FleetHolder’s advertising activities and campaigns, are the exclusive property of FleetHolder, being protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

92. Subject to his compliance with this TOS, FleetHolder grants the Business user a limited, non-exclusive, non-transferable, non-sublicensable license to use the FleetHolder Service, on his devices, solely for the purposes indicated in this TOS.

93. In this regard, is expressly prohibited:

    1. to duplicate, copy or reuse any portion of the software architecture, code and related algorithms, HTML/CSS elements, Javascript, graphic interface and any visual design elements or concepts;

    2. to create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code related or in connection with the FleetHolder Service;

    3. to sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the FleetHolder Software;

    4. to modify, adapt or hack the Service or otherwise attempt to gain unauthorized access to the Service or its related systems or networks;

    5. to access the Service by any means other than through the interface that is provided by FleetHolder for use in accessing the Service;

Chapter XIII. Governing Law

94. This TOS and the relationship between the Business user and FleetHolder shall be governed by the laws of the Romania Country, without regard to the principles of conflict of laws.

95. The Business user and FleetHolder agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Cluj, Romania, for the purpose of resolving any dispute relating the access or use of the Service, regardless of the Business user’s world-wide physical location, or the jurisdiction where he purchased or uses the Service.

96. To the extent that both parties agree, any dispute relating the access and/or use of the Service can be submitted to the arbitration courts located within the County of Cluj, Romania.

Chapter XIV. Notifications

97. The Business User understands and agrees that, FleetHolder may or may not provide him with notices, including those regarding modifications to the: a) the Service, including any new features that augment or enhance the current Service; b) TOS, including the Privacy Policy, by email or via the web-site.

98. The Business User has the obligation to review the TOS (including the Privacy Policy), periodically so that he could be aware of any modifications. Continued use of the Service after any modifications indicates the Business User’s acceptance of the modified TOS (and all other agreements, policies, rules and guidelines referred to herein).

99. The Business User understands and agrees that, any new features, new services, enhancements or modifications to the Service implemented after his initial access to the Service, shall be subject to these TOS.