01 Nature of Services & No Professional-Advice Relationship
Provider supplies technical configuration, integration, provisioning, diagnostic, and remote-support services for fleet telematics, MDVR/MNVR hardware, and related server and middleware systems. Provider is an independent contractor, not an employee, partner, agent, or joint venturer of Client.
Provider does not render legal, regulatory, safety-compliance, insurance, financial, or evidentiary advice. Technical recommendations are operational in nature and are not a substitute for Client's own legal, regulatory, or compliance counsel. No attorney–client, fiduciary, or advisory relationship is created by these Terms or by any engagement.
02 Pricing, Quotes & Negotiability
All prices, rates, tiers, and ranges published on Provider's website, profiles, or marketing materials are non-binding estimates and starting points only. They are not offers and do not create any obligation to perform at a stated figure.
Final pricing, scope, deliverables, and timelines are established per engagement and are freely negotiable based on fleet volume, network complexity, urgency, access conditions, third-party dependencies, and other circumstances. No price is fixed or binding until Provider issues a written quote, milestone schedule, or statement of work and Client accepts it in writing or by payment.
Provider may revise estimates at any time before acceptance, and may adjust pricing for changes in scope, conditions discovered during work, or Client-caused delays. Published ranges may be quoted as flat-rate, hourly, or custom-milestone at Provider's discretion. All micro-tasks carry a $50.00 minimum.
03 Client Responsibilities & Assumption of Risk
Client is solely responsible for, and assumes all risk relating to:
- The lawful, authorized use of all telematics, GPS, video, audio, and driver-monitoring systems, including compliance with all surveillance, recording, consent, wiretap, biometric, labor, and privacy laws in every applicable jurisdiction;
- Obtaining all necessary consents and notices from drivers, employees, and third parties;
- Maintaining its own data backups, redundancies, and disaster recovery;
- The accuracy and lawfulness of all information, credentials, vehicle data, and access it provides to Provider;
- Its network, cellular carrier service, hardware condition, electrical and power systems, internet connectivity, and third-party platforms (including but not limited to CMSV6/CMSV7 servers, Flespi, carrier APNs, and device firmware sources);
- All decisions, actions, dispatch, discipline, insurance, or legal matters Client bases on telematics or video output.
Provider does not control and is not responsible for Client's underlying systems, networks, carriers, vehicles, personnel, or business operations.
04 Limited Warranty & Disclaimer of All Others
Provider warrants only that direct custom configurations and integration work it performs will function substantially as specified for thirty (30) days from delivery. Provider's entire obligation, and Client's sole and exclusive remedy, under this warranty is re-performance or correction of the specific nonconforming work at no additional labor cost. This warranty excludes issues arising from external network or carrier outages, forced cellular band reallocations, hardware failure, power events, third-party software, or unauthorized modifications by anyone other than Provider.
Provider does not warrant the accuracy, completeness, retention, transmission, or evidentiary or legal admissibility of any recording, telemetry, report, or data, nor any specific business, safety, or financial outcome.
05 Limitation of Liability
To the maximum extent permitted by law:
IN NO EVENT shall Provider be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages; nor for lost profits, lost revenue, lost or corrupted data, loss of recordings or footage, business interruption, vehicle downtime, regulatory penalties, third-party claims, or cost of substitute services — even if advised of the possibility. These limitations apply regardless of the form of action and survive termination. The parties agree this allocation of risk is a fundamental basis of the bargain and is reflected in Provider's pricing.
06 Indemnification by Client
Client shall defend, indemnify, and hold harmless Provider and its owners, members, affiliates, and personnel from and against any and all claims, demands, suits, losses, liabilities, fines, penalties, damages, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to: (a) Client's use or operation of any system, vehicle, recording, or data; (b) Client's violation of any law, including surveillance, privacy, consent, labor, or recording laws; (c) Client's breach of these Terms; (d) information, access, or instructions Client provided; or (e) any third-party claim connected to Client's business, fleet, drivers, or operations.
07 Force Majeure & Third-Party Dependencies
Provider is not liable for any delay, failure, or interruption caused by events beyond its reasonable control, including cellular carrier outages or band reallocations, internet or power failures, server or platform outages (including CMSV6/CMSV7, Flespi, or hosting providers), hardware defects, natural events, labor disruptions, governmental actions, or acts of third parties. Provider's reliance on or integration with any third-party service does not make Provider responsible for that service's availability, performance, security, or changes.
08 Payment, Deposits & Chargebacks
Engagements may require payment up front (deposit or retainer), net settlement upon milestone validation, or automated installments, as stated in the applicable quote. Deposits and retainers are earned upon commencement and are non-refundable to the extent of work performed. Past-due amounts accrue interest at 1.5% per month (or the legal maximum, if lower). Client is responsible for all collection costs and attorneys' fees on unpaid amounts.
Client agrees not to initiate any chargeback, payment reversal, or dispute for services authorized and rendered; any such action is a material breach, and Client agrees to reimburse Provider for the disputed amount plus all associated fees and costs.
09 Confidentiality, Data Security & Intellectual Property
Provider treats Client's fleet networks, device identifiers, video logs, server credentials, and telematics pipelines as highly restricted and applies hardened, zero-trust security practices. Provider does not sell or disclose Client's proprietary data to third parties except as required to perform the service or by law. Provider makes no guarantee that any system is immune from breach, and Section 05 governs liability for any security event.
Provider retains all rights to its own methods, scripts, tools, templates, configurations, and know-how. Client receives a non-exclusive right to use deliverables for its internal fleet operations only. Provider may describe the general nature of the work in its portfolio without disclosing Client's confidential data.
10 Dispute Resolution — Binding Arbitration, Venue & Waivers
The parties will first attempt to resolve any dispute through good-faith negotiation. Any dispute not resolved within thirty (30) days shall be settled exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Travis County, Texas (Austin). Judgment on the award may be entered in any court of competent jurisdiction.
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. To the extent any matter is not arbitrated, exclusive venue lies in the state and federal courts located in Travis County, Texas, and the parties consent to personal jurisdiction there.
11 Frivolous Claims, Fee Recovery & Time Limit
If the arbitrator or a court determines that any claim, defense, or proceeding brought against Provider was frivolous, groundless, brought in bad faith, or asserted for an improper purpose, the asserting party shall pay Provider's reasonable attorneys' fees, arbitration fees, expert costs, and expenses incurred in defending it.
Limitation period: Any claim arising out of or related to an engagement must be filed within one (1) year after the claim accrues, or it is permanently barred — regardless of any longer statutory period, to the extent such shortening is permitted by law.
12 General Provisions
Entire agreement. These Terms, together with the applicable quote or statement of work, are the complete agreement and supersede all prior discussions. In a conflict, a signed statement of work controls for its specific scope; these Terms control for everything else.
Severability. If any provision is held unenforceable, it shall be limited or severed to the minimum extent necessary, and the remainder stays in full effect. Limitation-of-liability and disclaimer provisions shall be reformed to the maximum protection the law allows rather than struck.
No waiver. Provider's failure to enforce any provision is not a waiver. Modification. These Terms may be updated for future engagements by posting a revised version. Assignment. Client may not assign an engagement without Provider's written consent; Provider may assign to a successor entity (including V-OS LLC or any affiliate). Survival. Sections 03–12 survive completion or termination.
Acceptance
For signed engagements, both parties execute below. For unsigned engagements, authorization or payment constitutes acceptance of all Terms above.