PEGASUS TRANSTECH, LLC
TRANSFLO Mobile+ – End User License Agreement

This End User License Agreement (this “Agreement”) sets forth the terms and conditions governing your access to, and use of, the TRANSFLO Mobile+ application downloaded or otherwise acquired by you (including all documentation, but explicitly excluding Third-Party Materials, the “Application”). As applicable, reference is made herein to that certain Fleet Authorization Agreement (as amended, supplemented or modified from time to time, including by the TRANSFLO Mobile Telematics and Hours of Service Solution Addendum,, the “Fleet Agreement”), between Pegasus Transtech, LLC or its affiliates (“Pegasus”) and the Person for which you entered, or will enter, a fleet identification number into the Application.

BY DOWNLOADING, INSTALLING AND / OR USING THE APPLICATION, YOU (i) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (ii) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND (iii) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

Pegasus reserves the right, in its sole discretion, to change, delete or update this Agreement (including the Privacy Policy contained herein) and any other policies that govern the Application at any time and for any reason without prior notice. Your continued use of the Application indicates acceptance of any such changes, deletions or updates.

Application License

Subject to the terms and conditions set forth in this Agreement and the Fleet Agreement, Pegasus grants to you a limited, non-exclusive and nontransferable license to use the Application strictly in accordance with the Application’s documentation. This Agreement will also apply to any changes, deletions or other updates (“Updates”) to the Application made available by Pegasus, in its sole discretion (which may be made at any time without prior notice), unless an Update is accompanied by separate terms, in which case such separate terms will govern. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so.

Prohibited Uses of the Application

You agree to comply with all applicable laws, rules, and regulations in connection with your access and use of the Application. The Application may not be used while operating a vehicle. In some locations actively using an application on a mobile phone is illegal and may result in citations and fines. Pegasus will not be liable due to any claim arising from your use of the Application while operating a vehicle.

In addition, you shall not: (i) copy the Application, except as expressly permitted by this Agreement, (ii) modify, translate, adapt or otherwise create derivative works or improvements of the Application, (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Application or (iv) attempt to gain unauthorized access to any other account, computer system or network connected to any Pegasus server.

Third Party Products and Services

The Application may display, include or make available third-party content (including data, information, applications and other products, services or materials and the products and services provided to you pursuant to the End-User License Agreement between you and Geotab, Inc.) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). Pegasus is not responsible for any Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Pegasus does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Inclusion of Third Party Materials does not in any manner imply any endorsement of such Third-Party Materials or association with their owners or operators. You should review the privacy policies and terms of use of the Third Party Materials and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Mobile Network Charges

Pegasus is not responsible for your mobile phone or the mobile network that is provided by your mobile network provider. Your mobile network provider will charge you for the data services you use while accessing and using the Application in accordance with its contract with you. Your mobile network provider may also have an acceptable use policy which will apply to your use of the Application. You should contact your mobile network provider to find out about any applicable charges and any acceptable use policy before using the Application.

No Warranties or Liability

The Application is provided to you on an “AS IS” and “AS AVAILABLE” basis. Pegasus does not warrant that the functions contained in the Application will meet your requirements or that the operation of the Application will be uninterrupted or error free. You assume responsibility for operation of the Application, and for the installation, use, and results obtained from the Application.

Other than the limited warranties expressly set forth in the Fleet Agreement, Pegasus does not give any warranties in respect of the Application, or the network, content, software or services used in conjunction with the Application. Pegasus hereby expressly disclaims all warranties of any kind, whether express or implied, with respect to the Application including, but not limited to, the warranties of merchantability, design or fitness for a particular purpose, warranties regarding data privacy or data security or warranties concerning the non-infringement of third party rights. To the maximum extent allowed by law, in no event will Pegasus OR its licensors be liable to you or to any third parties for any claims, damages, or costs whatsoever, whether special, indirect, incidental, exemplary, punitive or consequential (including damages or costs incurred as a result of loss of time, loss of savings, loss of property, loss of data, loss of profits or loss of goodwill), whether foreseeable or unforeseeable, arising out of the use or inability to use the Application even if a Pegasus representative has been advised of the possibility thereof and regardless of the legal theory under which the same is brought. You assume total responsibility for your use of the Application and any linked sites. Your sole remedy against Pegasus for dissatisfaction with the Application is to stop using the Application.

Indemnification

You agree to indemnify, defend, and hold harmless Pegasus, its affiliates and subsidiaries and all of the foregoing entities’ officers, directors, employees, agents, licensors and suppliers from and against, and to pay, all claims, liabilities, judgments, awards, costs, losses, expenses, damages and fees, including reasonable attorneys' fees resulting from any violation of this Agreement, or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Application using your internet connection, your computer devices or your account. Furthermore, you agree that Pegasus assumes no responsibility for the content you submit or make available through this Application.

Intellectual Property

The Application and any Updates and the content thereof (including, without limitation, copyrights, trademarks, service marks, trade names, logos and other proprietary materials) are the intellectual property of, and all rights, title and interest therein and to the Application are owned exclusively by, Pegasus or its licensors. The structure, organization, methods, and code of the Application are the valuable trade secrets and confidential information of Pegasus. The Application is protected by law, including, without limitation, the copyright laws of the United States and other countries, and by international treaty provisions. The Application is licensed, not sold, to you. Except as expressly stated herein, no other rights are granted to you by implication, estoppel, or otherwise, under any patent, copyright, trade secret, trademark, or other intellectual property right. Any other use, including but not limited to, the reproduction, distribution, display or transmission of the content of or downloads from the Application or the unauthorized use of any intellectual property of Pegasus or its licensors is strictly prohibited, unless authorized by Pegasus in writing prior to such use. You further agree not to change or delete any proprietary notices from materials downloaded from the Application.

Any and all rights not expressly granted herein are reserved by Pegasus and its licensors.

Advertisements

Pegasus will respect the privacy of your email address and agrees to not distribute your email address to any third parties, but reserves the right to send you periodic advertisements and announcements: (i) by presenting ads in the user interface of the products provided to you by Pegasus; (ii) via email to the email address supplied by you; (iii) through the Pegasus website when you login; and (iv) other methods available to Pegasus.

The Application may request or collect certain information about you and your use of the Application, directly when you provide it or while you are using the Application (including, without limitation, the Personal Information and the Other Information “Your Information”). Such information may consist of (i) your name, your email address, location, and device identification as well as technical data and related information, including but not limited to technical information about your device, system and application software, and any other information the Application collects that is defined as personal or personally identifiable information under applicable law (collectively, “Personal Information”) and other information about you that does not personally identify you, including usage data (for example, traffic data, location data, logs and other communication data, including what content you send through the Application and who you send it to), device information (for example, information about your device and internet connection), metadata and other information associated with other files stored on your device (for example, photographs, audio and video clips, and personal contacts) (collectively, “Other Information”). The Application may also use cookies or other passive tracking mechanisms and tools to collect information in order to facilitate your use of the Application. Furthermore, Pegasus may aggregate the Other Information from all users of the Application (“Aggregate Data”). If you do not want us to collect this information, do not download the Application or delete it from your device.

Pegasus will use Your Information to (i) provide you with the Application and its contents, and any other products or services you request from Pegasus, (ii) fulfill any other purpose for which you provide Your Information, (iii) carry out Pegasus’s obligations and enforce Pegasus’s rights arising under this Agreement, the Fleet Agreement and any other agreement between Pegasus and you, (iv) notify you when Updates are available and (v) determine how the Application is being used and how it and other products and services can be improved.

Pegasus may disclose Aggregate Data without restriction. In addition, Pegasus may disclose Your Information (i) to Pegasus’s affiliates, (ii) to contractors, service providers and other third parties Pegasus uses to support its business, (iii) to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of Pegasus’s assets, (iv) to fulfill the purpose for which you provide it, (v) for any other purpose disclosed by Pegasus when you provide the information, (vi) with your consent, (vii) to comply with any court order, law or legal process, including to respond to any government or regulatory request, (viii) to carry out Pegasus’s obligations and enforce Pegasus’s rights arising under this Agreement, the Fleet Agreement and any other agreement between Pegasus and you and (ix) if Pegasus believes disclosure is necessary or appropriate to protect the rights, property, or safety of Pegasus, our customers or others.

Pegasus may share the Other Information with third-party business partners who assist Pegasus in providing its products and services; provided, that Pegasus will not provide such third-party business partners with your Personal Information without your consent. Additionally, Pegasus may share Your Information with your employer or any other Person for which you provide a fleet identification number in your use of the Application.

To ask questions or comment about this privacy policy and our privacy practices, contact us at: support@transflo.com or call 813-386-6000.

Term and Termination

The license granted hereunder is effective for an indefinite period of time, subject to the terms of the Fleet Agreement, until Pegasus terminates it, or until you provide notice to Pegasus of your decision to terminate it (all in accordance with the terms of the Fleet Agreement). Your rights under this Agreement will terminate automatically without notice to you if you fail to comply with any of the provisions of this Agreement. Pegasus reserves the right to suspend, discontinue, enhance, update or otherwise modify the Application, or its availability to you, at any time without notice. Upon termination of the license to the Application, you will cease all use of and uninstall the Application and all rights granted to you under this Agreement will terminate. The provisions of this Agreement relating to No Warranties or Liability, Intellectual Property, Indemnification and General Provisions shall survive any termination along with any other provisions that by their nature are intended to survive.

Governing Law; Remedies

This Agreement, and all matters arising out of or related thereto, shall be in all respects governed by the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction). Any legal suit, action or proceeding arising out of or related to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Florida, in each case located in the City of Tampa and County of Hillsborough, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

General Provisions

Accepting this agreement also means acceptance of the Geotab End User Agreement. To review this agreement click here.

If any provision of this Agreement is found void and unenforceable, the remainder of the Agreement will remain valid and enforceable. This, in conjunction with the terms and conditions of the Fleet Agreement, is the entire agreement between Pegasus and you relating to the Application and this Agreement together with the Fleet Agreement supersede any prior representations, discussions, undertakings, communications or advertising relating to the Application.

Any cause of action or claim you may have with respect to the Application must be commenced within one (1) year after the claim or cause of action arises. Pegasus's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of this Agreement. Pegasus may assign its rights and duties under this Agreement to any party.

All notices and other communications hereunder (each a “Notice”) shall be in writing and addressed to the parties at the addresses designated by the receiving party from time to time in accordance herewith. All Notices shall be delivered by nationally recognized overnight courier (with all fees and expenses prepaid) or facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided, a Notice is effective only (i) upon receipt by the receiving party and (ii) if the party giving the Notice has complied with the requirements herein.