TERMS OF SERVICE

SERVICE AGREEMENT FOR FLEET MANAGEMENT PLATFORM

This Agreement is governed by the laws of the State of Wyoming, United States of America, and complies with applicable federal laws, including but not limited to the Federal Arbitration Act, E-Sign Act, DMCA, FTC Act, and state consumer protection laws.

Service Provider: APPROVEX LLC

Address: 5830 East 2nd Street, Ste 7000 #18761, Casper, Wyoming 82609, USA

Platform: https://fleet.approvex.io

Website: https://approvex.io

Email: support@approvex.io

Effective Date: January 1, 2025

Last Updated: January 1, 2025

1. DEFINITIONS

1.1. "Platform", "We", "Our", "Us" - refers to the fleet management software platform available at fleet.approvex.io, provided by APPROVEX LLC ("Platform Operator").

1.2. "Client Company", "User", "You", "Your" - refers to the legal entity or individual that registers and uses the Platform to manage their car rental business.

1.3. "End Customer", "Renter" - refers to the individual who rents a vehicle from the Client Company through the Platform.

1.4. "Services" - all functions and capabilities provided by the Platform, including but not limited to: fleet management, booking system, payment processing, contract management, analytics, third-party integrations.

1.5. "Content" - any information, data, text, graphic images, photographs, files that the Client Company uploads, places or transmits through the Platform.

1.6. "Subscription" - a paid plan for using the Platform (Trial, Basic, Pro).

2. ACCEPTANCE OF TERMS AND COMPLIANCE WITH U.S. LEGISLATION

2.1. COMPLIANCE WITH U.S. LEGISLATION

This Agreement is governed by the laws of the United States of America, including but not limited to:

• Federal Arbitration Act (9 U.S.C. § 1 et seq.);
• Electronic Signatures in Global and National Commerce Act (E-Sign Act, 15 U.S.C. § 7001 et seq.);
• Digital Millennium Copyright Act (DMCA, 17 U.S.C. § 512);
• Wyoming Commercial Code (Wyoming Uniform Commercial Code);
• Federal Trade Commission Act (FTC Act, 15 U.S.C. § 45);
• Consumer protection laws;
• And other applicable federal and Wyoming state laws.

2.2. AGE AND CAPACITY

By registering on the Platform and/or using any Services, you confirm that:

• You are at least 18 years old and have reached the age of majority in accordance with U.S. law;
• You have full capacity to enter into legally binding agreements;
• You have the authority to represent the Client Company and enter into contracts on its behalf;
• If you are registering on behalf of a legal entity, you are authorized to act on behalf of that legal entity;
• You have read, understood and fully agree with all terms of this Agreement;
• You agree to comply with all applicable federal laws, state laws and regulations when using the Platform;
• You are fully responsible for compliance with car rental legislation in your jurisdiction.

2.3. REFUSAL TO ACCEPT

If you do not agree with any terms of this Agreement, you must not use the Platform and must immediately stop accessing the Platform.

2.4. CHANGES TO THE AGREEMENT

The Platform Operator reserves the right to change, supplement or update this Agreement at any time. Material changes will be communicated to the Client Company via email notification or through the Platform at least 30 (thirty) days before the changes take effect. Continued use of the Platform after the changes take effect means your agreement to the updated terms. If you do not agree with the changes, you must stop using the Platform before the changes take effect.

3. DESCRIPTION OF SERVICES

3.1. The Platform is a software-as-a-service (SaaS) for managing a car rental business, which includes:

• Fleet management system (adding, editing, deleting vehicle information);
• Online vehicle booking system;
• Tools for calculating rental costs;
• Contract management system with digital signatures;
• Integration with payment systems (Stripe);
• Customer management system;
• Analytics and reporting tools;
• Check-in/check-out procedures system;
• Marketing features (integration with Facebook Pixel, Google Analytics);
• Review system;
• Chat for communicating with customers;
• AI-powered vehicle description generation (ChatGPT);
• Referral program;
• And other related features.

3.2. The Platform provides only technical tools and software. The Platform is NOT:

• A car rental service provider;
• An agent, intermediary or representative of Client Companies;
• A party to rental contracts between Client Companies and End Customers;
• A payment processor (payments are processed through Stripe directly to Client Companies' accounts);
• An insurer or provider of insurance services;
• An owner or operator of vehicles.

3.3. All features provided by the Platform are provided "AS IS" without any warranties.

4. REGISTRATION AND ACCOUNT

4.1. To use the Platform, the Client Company must:

• Create an account by providing accurate, current and complete information;
• Maintain and timely update account information;
• Keep the password confidential and be responsible for all activity under your account;
• Immediately notify the Platform of any unauthorized use of the account;
• Provide a valid email address for communication.

4.2. The Platform Operator reserves the right to:

• Refuse registration or suspend/delete an account in case of violation of the Agreement terms;
• Require verification of identity and documents of the Client Company;
• Limit or block access to Services without prior notice if fraud or violation of legislation is suspected.

4.3. The Client Company is fully responsible for all actions performed through its account, whether or not these actions were authorized.

5. SUBSCRIPTION SYSTEM AND PAYMENT

5.1. The Platform offers various subscription plans:

• Trial: free access for 7 days with a limit of up to 10 vehicles;
• Basic: paid plan at $79/month with a limit of up to 10 vehicles;
• Pro: paid plan at $299/month with unlimited vehicles.

5.2. Subscription payment is made through the Stripe payment system. The Platform Operator does not process subscription payments directly - all payments are processed by Stripe.

5.3. The Client Company agrees to:

• Provide valid payment card data or other payment method;
• Timely update payment information;
• Be responsible for all payments made using its account.

5.4. Upon cancellation of subscription or non-payment:

• Access to the Platform may be limited or terminated;
• The Client Company's data may be retained for the period determined by the data retention policy, but access to it will be limited;
• The Platform Operator is not responsible for data loss resulting from subscription termination.

5.5. All prices are stated excluding taxes. The Client Company is responsible for paying all applicable taxes.

5.6. The Platform Operator reserves the right to change subscription prices. Changes will take effect after the end of the current paid subscription period.

5.7. REFUNDS AND SUBSCRIPTION CANCELLATION

5.7.1. No refunds for subscription will be made, except as provided by applicable Wyoming state and federal legislation.

5.7.2. In accordance with the legislation of some states, the Client Company may have the right to cancel the subscription and receive a refund within a certain period after registration. If applicable legislation provides such a right, the Client Company must contact the Platform Operator to exercise such right.

5.7.3. Upon subscription cancellation:

• Access to the Platform will be terminated at the end of the paid period;
• Refunds will be calculated proportionally to the unused portion of the subscription, if provided by applicable legislation;
• All Client Company data will be retained in accordance with the data retention policy.

6. CLIENT COMPANY LIABILITY FOR CAR RENTAL

6.1. FULL LIABILITY OF THE CLIENT COMPANY

The Client Company is fully and without exception liable to End Customers for:

6.1.1. Quality and condition of vehicles:

• Technical condition, safety and fitness for operation of all vehicles;
• Compliance of vehicles with all applicable safety standards;
• Accuracy and completeness of vehicle information posted on the Platform;
• Updating information on vehicle availability.

6.1.2. Contractual obligations:

• All terms of rental agreements between the Client Company and End Customers;
• Fulfillment of all obligations under rental agreements;
• Refunds, compensation and damages in accordance with rental agreements;
• Resolution of all disputes with End Customers.

6.1.3. Payments and financial transactions:

• All payments from End Customers (payments are processed through Stripe directly to the Client Company's account);
• Taxation of all transactions in accordance with applicable legislation;
• Compliance with financial legislation requirements;
• Processing of refunds and reimbursements.

6.1.4. Compliance with legislation:

• Compliance with all laws and regulations governing car rental;
• Obtaining all necessary licenses and permits to conduct a car rental business;
• Compliance with requirements for verification of driver's licenses and documents of End Customers;
• Compliance with requirements for vehicle insurance and civil liability;
• Compliance with consumer protection laws;
• Compliance with GDPR and other data protection laws applicable to End Customer data.

6.2. ABSENCE OF PLATFORM LIABILITY

The Platform does NOT bear any responsibility for:

• Quality, condition, safety or fitness of vehicles;
• Content of rental agreements and their legal validity;
• Payments between the Client Company and End Customers;
• Verification of driver's licenses or documents of End Customers;
• Vehicle or customer insurance;
• Vehicle delivery;
• Disputes, claims or litigation between the Client Company and End Customers;
• Losses, damages, injuries or death arising from the use of rented vehicles;
• The Client Company's violation of legislation or contractual obligations.

7. LIMITATION OF PLATFORM LIABILITY

7.1. NO WARRANTIES

7.2. DAMAGES LIMITATION

8. PAYMENTS AND PAYMENT PROCESSING

8.1. The Client Company sets up its own integration with Stripe to accept payments from End Customers. The Platform Operator provides only technical tools for integration.

8.2. The Platform Operator:

• Does NOT process payments from End Customers;
• Does NOT receive commissions from payments between the Client Company and End Customers;
• Is NOT liable for errors, delays or failures in Stripe operation;
• Is NOT liable for fraudulent transactions or refunds.

8.3. The Client Company is fully responsible for:

• Setting up and securing Stripe keys;
• Processing all payments through Stripe;
• Compliance with PCI DSS and financial legislation requirements;
• Resolution of disputes with End Customers regarding payments;
• Refunds and reimbursements.

8.4. The Platform Operator does not store or have access to End Customer payment data.

9. CONTENT AND INTELLECTUAL PROPERTY

9.1. CLIENT COMPANY CONTENT

9.1.1. The Client Company retains all rights to its Content uploaded to the Platform, including:

• Vehicle information;
• Vehicle photographs;
• Description texts;
• Logos and branding;
• Contracts and contract templates;
• Other materials.

9.1.2. By uploading Content to the Platform, the Client Company grants the Platform Operator a limited, non-exclusive, royalty-free license to use, store, reproduce, display and transmit such Content solely for providing Platform Services.

9.1.3. The Client Company warrants that:

• It has all necessary rights to the Content;
• The Content does not violate third-party rights;
• The Content complies with applicable legislation;
• The Content does not contain malicious software.

9.1.4. The Client Company is fully responsible for the content of its Content and any consequences of posting it on the Platform.

9.2. PLATFORM INTELLECTUAL PROPERTY

9.2.1. All rights to the Platform, including but not limited to:

• Source code;
• Design and interface;
• Logos and trademarks;
• Functionality and algorithms;
• Documentation;

belong to the Platform Operator and are protected by intellectual property laws.

9.2.2. The Client Company is not entitled to:

• Copy, modify, decompile or reverse engineer the Platform, except as explicitly permitted by applicable law (e.g., DMCA section 1201(f) for interoperability purposes);
• Create derivative works based on the Platform;
• Use the Platform to create competing services;
• Remove or hide copyright notices;
• Transfer, sell, rent or sublicense access to the Platform to third parties;
• Violate any intellectual property rights of the Platform Operator or third parties.

9.3. DMCA COMPLIANCE

9.3.1. The Platform Operator complies with notice and takedown procedures under DMCA section 512 (17 U.S.C. § 512). If the Client Company believes its copyright has been infringed, it may file a takedown notice in accordance with DMCA at the address specified in the "Contact Information" section.

9.3.2. If the Client Company uploads Content that infringes third-party copyrights, the Platform Operator may remove such Content after receiving a DMCA-compliant notice. The Client Company is fully liable for any damages resulting from uploading infringing Content.

10. DATA PROTECTION

10.1. PLATFORM DATA PROCESSING AND COMPLIANCE WITH U.S. LEGISLATION

10.1.1. The Platform Operator processes personal data of Client Companies and their administrators in accordance with the Privacy Policy and applicable data protection legislation, including U.S. federal laws and state laws.

10.1.2. The Platform Operator acts as a "Service Provider" or "Data Processor" with respect to End Customer personal data that the Client Company collects and processes through the Platform, in accordance with definitions used in applicable legislation.

10.1.3. CCPA COMPLIANCE

If the Client Company collects personal data of California residents, the Client Company acknowledges and agrees that:

• The Client Company is a "Business" under CCPA;
• The Platform Operator is a "Service Provider" under CCPA;
• The Client Company is fully responsible for compliance with all CCPA requirements, including providing consumer notices, handling consumer requests and ensuring consumer rights to access, delete and opt out of sale of personal data;
• The Platform Operator will not sell End Customer personal data as defined in CCPA, except where expressly permitted by this Agreement or with End Customer consent.

10.1.4. COMPLIANCE WITH OTHER DATA PROTECTION LAWS

The Client Company is responsible for compliance with all applicable data protection laws in jurisdictions where it conducts business, including but not limited to:

• State personal data protection laws (if applicable);
• HIPAA (Health Insurance Portability and Accountability Act), if health data is processed;
• COPPA (Children's Online Privacy Protection Act), if data of children under 13 is processed;
• And other applicable federal and state laws.

10.2. LIABILITY FOR END CUSTOMER DATA

10.2.1. The Client Company acts as "Data Controller" with respect to End Customer personal data and is fully responsible for:

• Compliance with all GDPR, CCPA and other applicable data protection law requirements;
• Obtaining necessary consents for personal data processing;
• Notifying End Customers of the purposes of data processing;
• Providing access to data, correction and deletion upon request;
• Notifying regulatory authorities and End Customers of data breaches within statutory deadlines;
• Ensuring personal data security;
• Legal basis for personal data processing.

11. THIRD-PARTY INTEGRATIONS

11.1. The Platform may use integrations with various third-party services, including:

• Stripe - for payment processing;
• OpenAI (ChatGPT) - for generating vehicle descriptions;
• Facebook Pixel - for tracking marketing events;
• Google Analytics, Google Ads - for analytics and advertising;
• Other services that may be added in the future.

11.2. Use of integrations is governed by the terms of use of the respective third-party services.

11.3. The Platform Operator is not liable for:

• Changes in third-party service policies or APIs;
• Integration operation interruptions;
• Errors or losses caused by third-party service actions;
• Data collection and processing by third parties.

11.4. The Client Company is responsible for:

• Compliance with third-party service terms of use;
• Setting up and securing API keys and access tokens;
• Consequences of using integrations.

12. PROHIBITED USE

12.1. The Client Company agrees NOT to use the Platform for:

• Illegal activity or activity that violates third-party rights;
• Posting false, misleading or fraudulent information;
• Infringing intellectual property rights;
• Distributing malicious software or viruses;
• Attempting to hack, damage or disrupt Platform operation;
• Using automated systems to overload servers;
• Bypassing any restrictions or security measures;
• Creating competing services based on the Platform;
• Using the Platform to rent vehicles without necessary licenses and permits;
• Using the Platform in a way that could damage the Platform Operator's reputation.

12.2. Violation of this section may lead to immediate termination of access to the Platform without refund.

13. TERMINATION OF AGREEMENT

13.1. TERMINATION BY CLIENT COMPANY

The Client Company may stop using the Platform at any time by canceling the subscription in account settings or contacting support.

13.2. TERMINATION BY PLATFORM OPERATOR

The Platform Operator may immediately suspend or terminate the Client Company's access to the Platform without prior notice in case of:

• Violation of the terms of this Agreement;
• Non-payment of subscription;
• Request by law enforcement or court;
• Protection of rights, property or safety of the Platform Operator, other users or third parties;
• Discontinuation of Service provision.

13.3. CONSEQUENCES OF TERMINATION

Upon Agreement termination:

• Access to the Platform will be immediately terminated;
• The Client Company loses access to all data on the Platform;
• The Platform Operator may delete all Client Company data after the retention period determined by the data retention policy;
• Sections of the Agreement that by their nature must remain in force after termination (e.g., sections on liability, intellectual property, liability limitation) continue to apply.

14. CHANGES TO SERVICES

14.1. The Platform Operator reserves the right at any time to:

• Change, update or modify Platform features;
• Add or remove features;
• Change the interface or design;
• Suspend Service provision for maintenance;
• Discontinue certain features or the entire Platform.

14.2. The Platform Operator is not obligated to notify the Client Company of such changes in advance, except for material changes that may affect Platform use.

14.3. Continued use of the Platform after changes are made means agreement with the changes.

15. NOTICES

15.1. All notices between the Platform Operator and the Client Company must be sent to:

• Email at the address specified during registration;
• Through the Platform notification system;
• Or by regular mail to the address specified during registration.

15.2. Notices are considered received:

• By email - at the moment of sending;
• Through the notification system - at the moment of display in the interface;
• By regular mail - 5 (five) days after sending.

16. DISPUTE RESOLUTION

16.1. APPLICABLE LAW

This Agreement is governed by and interpreted in accordance with the laws of the State of Wyoming, United States of America, without regard to conflict of law principles.

16.2. MANDATORY ARBITRATION

16.2.1. In accordance with the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and Wyoming state laws, any disputes, disagreements or claims arising from this Agreement, related to it, or concerning Platform use must be resolved through mandatory arbitration, not in court, except where prohibited by applicable law.

16.2.2. Arbitration must be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) or the AAA Streamlined Arbitration Rules, depending on the dispute amount. Arbitration must be conducted in Natrona County, Wyoming, USA, or another location agreed upon by the parties.

16.2.3. The arbitrator will be appointed in accordance with AAA rules. The arbitrator must be an attorney licensed to practice in Wyoming or a former judge. The arbitrator's decision is final and binding on both parties and may be enforced by any court of competent jurisdiction.

16.3. WAIVER OF CLASS ACTIONS

The Client Company agrees that any disputes will be resolved individually, not as part of a class action or representative proceeding.

16.4. STATUTE OF LIMITATIONS

Any claim or arbitration proceeding related to this Agreement or Platform use must be commenced within one (1) year of the date on which the claim arose, except where applicable Wyoming state or U.S. federal law establishes a longer limitation period.

17. GENERAL PROVISIONS

17.1. AGREEMENT COMPLETENESS

This Agreement, together with the Privacy Policy and other policies published on the Platform, constitutes the complete agreement between the Platform Operator and the Client Company regarding Platform use and supersedes all prior agreements and arrangements.

17.2. WAIVER OF RIGHTS

The Platform Operator's failure to exercise any right under this Agreement does not constitute a waiver of that right.

17.3. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions remain in full force.

17.4. NON-TRANSFERABILITY

The Client Company may not transfer or assign its rights or obligations under this Agreement without the prior written consent of the Platform Operator. The Platform Operator may freely transfer or assign its rights and obligations.

17.5. FORCE MAJEURE

The Platform Operator is not liable for failure or delay in performance of obligations under this Agreement due to force majeure circumstances, including but not limited to: natural disasters, wars, terrorism, epidemics, government actions, internet or third-party service failures, hacker attacks.

17.6. RELATIONSHIP OF PARTIES

This Agreement does not create a partnership, joint venture, agency or employment relationship between the Platform Operator and the Client Company.

17.7. LANGUAGES AND OFFICIAL VERSION

In case of discrepancies between translations of this Agreement into different languages, the English version takes precedence and is the official version. Any translations are provided solely for convenience and have no legal force. In case of dispute, the English version will be used.

17.8. E-SIGN ACT COMPLIANCE

This Agreement may be signed and accepted electronically. The Client Company agrees that:

• Electronic signature or clicking the "Accept" button has the same legal force as a written signature;
• The electronic version of the Agreement is legally binding;
• The Client Company has the right to receive a paper copy of the Agreement upon request;
• This Agreement complies with E-Sign Act requirements (15 U.S.C. § 7001 et seq.).

17.9. THIRD-PARTY WARRANTY DISCLAIMER

The Platform Operator provides no warranties or representations to third parties regarding the Client Company's use of the Platform or any arrangements between the Client Company and third parties.

17.10. FTC RULE COMPLIANCE

The Platform Operator undertakes to comply with Federal Trade Commission (FTC) rules regarding:

• Truthful advertising and marketing;
• Consumer protection;
• Prevention of fraud and unfair business practices;
• Transparency in business relationships.

The Client Company also undertakes to comply with FTC rules in its activities, including marketing and advertising of its car rental services.

17.11. UCC WARRANTY LIMITATIONS

In accordance with the Wyoming Uniform Commercial Code (UCC), if applicable, all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose, are expressly disclaimed to the maximum extent permitted by law.

18. CONTACT INFORMATION

For all inquiries regarding this Agreement, contact:

19. RIGHT TO RESCIND

19.1. In accordance with the legislation of some U.S. states, the Client Company may have the right to rescind this Agreement within a certain period after registration. If such right is applicable, the Client Company must notify the Platform Operator in writing within the legally established period.

19.2. Upon Agreement rescission in accordance with this section:

• Access to the Platform will be immediately terminated;
• The Client Company will receive a refund of subscription fees paid in accordance with applicable law;
• All Client Company data will be deleted in accordance with the data deletion policy.

20. PRIVACY NOTICE

20.1. The Platform Operator may collect, use and disclose information about the Client Company in accordance with the Privacy Policy posted on the Platform.

20.2. By using the Platform, the Client Company agrees to the terms of the Privacy Policy, which is an integral part of this Agreement.