This Customer Agreement (the “Agreement”) is between you and Ron Turley Associates (“RTA”). You are agreeing to this Agreement not as an individual but on behalf of your company, “Customer” or “you” means your company, and you are binding your company to this Agreement.   RTA may modify this Agreement from time to time, subject to the terms in Section 8 (Changes to this Agreement).

This agreement takes effect when you click on the “I accept” (or similar button) that is presented to you at the time of your Order, or by using or accessing RTA’s Cloud Hosted Fleet Management Software.  You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

  1. Service Provided and Customer’s Use of the Service
    1. RTA will allow the Customer to access software provided by RTA through use of an encrypted and password protected RemoteApp RTA will provide software, including installation, maintenance, support, and periodic upgrades; and database administration services (dba), including operating system/security (collectively the “Service”).
    2. The Customer is hereby granted a non-exclusive, non-transferable, limited license to access and use the Service subject to the terms and conditions contained in the Agreement.
    3. RTA does not review or pre-screen the contents of electronic data uploaded or posted to the Service (“Content”) by the Customer, and RTA claims no intellectual property rights with respect to the Content.
    4. The Customer agrees not to reproduce, duplicate, copy, sell, resell, or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML or any visual design elements without the express written permission from RTA.
    5. The Customer agrees not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, RTA, or any other software or service provided by RTA.
    6. The Customer agrees not to use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, and obscene or in violation of the Agreement.
    7. The Service is protected by United States and international copyright laws and treaties, as well as other laws and treaties. Except for the non-exclusive license granted pursuant to the Agreement, the Customer acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with RTA.
    8. RTA reserves the rights at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with notice.
    9. RTA reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs, or installation of upgrades, and will endeavor to provide reasonable notice prior to any such suspension. Refer to the Service Level Agreement for details.
    10. The Customer understands and acknowledges that RTA utilizes a SSAE 16 SOC II Type II certified data center and network equipment provided by a third party company. While RTA has taken steps to ensure that all information is held in a secure fashion, the possibility exists that the data center may fail and the Customer’s data may be lost. Additionally, RTA cannot be held responsible for any data loss occasioned by the actions or inactions of the third party.
    11. RTA will provide access to data backups on an automated, scheduled interval should Customer desire to archive a local copy of the data backup files. Email hosting@rtafleet.com to request  this additional service option.  No additional fee is charged for this optional service.
    12. The Customer understands and agrees that RTA cannot and does not control the flow of data to or from the network or on other portions of the internet. At times, actions or inactions of third parties may impair or disrupt Customer’s connections to the internet or portions thereof. The Customer releases RTA from any liability resulting from or relating to such events.  Refer to the Service Level Agreement for details.
  1. Payment
    1. The Customer will pay RTA on a recurring basis due on or before the first day of each period as outlined in the pricing proposal provided by an RTA Account Manager.
    2. Such payments will begin upon execution of the Agreement and will continue on the recurring basis as specified in the pricing proposal following execution of the Agreement. Any payments made are non-refundable. Any payments received after the first day of each calendar month are subject to a late fee equal to one and one-half percent per month, calculated on a daily basis.
    3. No refunds or credits will be issued for partial months that the Customer utilizes the Service.
    4. If the Customer fails to pay any payment due within Thirty (30) days of the due date, RTA shall have the right to suspend the Customer’s access to the Service or take any other steps necessary to ensure payment.
    5. Customer may purchase upgrades to the software or service at any time during the term of the agreement, such as additional vehicle asset licenses, additional user licenses, or software add-on modules. Applicable pricing increase for the upgrades will apply.
  1. Term of Service
    1. If Customer should wish to cancel the Agreement, it may do so by providing thirty (30) days notice to RTA of intent to cancel, and paying all outstanding charges.
    2. The Agreement shall continue on a month-to-month basis under the same terms as the Agreement, subject to mutual cancellation at any time upon thirty (30) day written notice from one party to the other.
    3. RTA, in its sole discretion, has the right to suspend or discontinue providing the Service to any Subscriber, with 30 days notice, for non-compliance with the Agreement, and pursue any other remedy legally available to it.
    4. Upon cancellation or termination of the Agreement, RTA will provide a system backup which will be made available for download by Customers who have purchased the Fleet Management Software and paid for in full.
    5. Upon cancellation or termination of the Agreement, all Content associated with such subscription will be irrevocably deleted from the Service after 90 days, and RTA will have no obligations to maintain such Content thereafter.
    6. Upon cancellation or termination of the Agreement, RTA will provide the option to purchase the software and include a system backup to Customer’s who are leasing the Fleet Management Software or are purchasing the software but have not yet paid for in full.
    7. All outstanding balances must be paid in full prior to system backups being delivered to Customer per sections 3e or 3f.
  1. Customer Obligations
    1. Customer shall designate, in writing, contact information for at least two representatives, including emergency contact information. Such representatives shall be notified in the event of any emergency situation related to the Service. Any obligation of RTA related to any emergency situation shall be completed once RTA contacts either of the representatives either by telephone or by sending an email message to a representative. If the Customer fails to designate such emergency contacts, RTA shall have no obligation in an emergency situation.
    2. The Customer shall comply with all reasonable requests of RTA, including, but not limited to, delivering information to RTA such as is necessary to perform the Service. RTA shall not be liable for any failure to deliver the Service that is caused by the failure of the Customer to comply herewith.
  1. Representations of the Parties
    1. Each party hereto represents and warrants that as of now, and at all times throughout the Agreement, (1) it is duly organized and has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement; and (2) the performance of its obligations under the Agreement does not violate any laws or regulations and does not breach any agreements with third parties.
  1. Warranty and Limitation of Liability
    1. RTA warrants that the Services and intellectual property rights provided by RTA or used by RTA to provide the Services do not infringe on the intellectual property rights of any third party in the United States.
    2. RTA and its officers, employees and affiliates shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, damage to the Customer’s equipment, goodwill, use, data or other intangible losses, regardless of whether RTA had notice of the possibility of such damages, resulting from the use of the Service, except in the event of such damages arising out of or relating to the negligent act or omission of RTA, its officers, employees, agents or affiliates.
    3. Notwithstanding anything to the contrary in this Agreement, RTA shall abide by all of its established security procedures and its online privacy policy, if applicable, in all respects; shall at all times comply with its privacy policy and all applicable laws, rules and regulations, and shall use commercially reasonable efforts to prevent the accidental unauthorized use, copying or disclosure of the Customer’s personal information. RTA shall maintain reasonable security measures designed to ensure the confidentiality of such personally identifiable data and to protect it from unwarranted, accidental or unauthorized access, disclosure, modification or destruction.
    4. RTA will defend, indemnify and hold harmless Customer and its affiliates, its respective shareholders, directors, officers, employees, subcontractors, agents and representatives during and after the Term of this Agreement from and against any and all third-party claims, demands, suits, judgments, settlements, losses, liabilities, deficiencies, and expenses of any nature (including reasonable attorneys’ fees) exclusively resulting from, or arising exclusively out of RTA’s performance under this Agreement, including, but not limited to, any actual or alleged: (i) negligent acts or omissions attributable exclusively to RTA; (ii) any breach of a third party’s intellectual property rights allegedly caused exclusively by RTA and/or, for additional clarity, any claim that intellectual property rights furnished by RTA infringes on the intellectual property rights of any third party. RTA specifically disclaims any duties or obligation to defend, indemnify, or pay for any losses, liabilities, claims, deficiencies, and expenses of any nature (including attorneys’ fees) incurred by Customer arising out of its own negligence (including passive or active), nonfeasance, or malfeasance or other breach arising out of this Agreement.
  1. Miscellaneous Provisions
    1. The Customer shall not assign the Agreement without the express written consent of RTA, which shall not be unreasonably withheld. Any assignment contrary to this provision will be null and void. RTA may assign the Agreement or delegate its duties under the Agreement.
    2. Any notice required to be given under the Agreement shall be in writing and may be made either by over-night mail or by electronic mail with return receipt requested. Such notice will be deemed given the following business day regardless of the manner in which it was sent. Notice to Customer shall be delivered to the email address for Customer’s primary contact on file. Notice to RTA shall be given to the following address/email addresses: billkiff@rtafleet.com and hosting@rtafleet.com.
    3. RTA may not use the name of Customer in its marketing efforts or any other use of the name of Customer without prior written  consent from Customer.
    4. Governing Law: The Agreement shall be construed in accordance with the laws of the State of Arizona, without regard to conflict or choice of laws principles.
    5. If any dispute arises regarding any aspect of the Agreement, including whether a party hereto is in breach, the parties shall retain the services of an independent arbitrator through the American Arbitration Association. Such arbitration shall be conducted in Phoenix, Arizona. The reasonable costs and attorneys’ fees incurred by the parties shall be charged against the non-prevailing party in the arbitration.
    6. Severability; Waiver. If any provisions of the Agreement are held to be invalid, illegal, or unenforceable under present or future laws, such provisions will be struck from the Agreement or amended, but only to the extent of their invalidity, illegality or unenforceability. The parties remain legally bound by the remaining terms of the Agreement, and the Agreement will be deemed reformed in a manner as consistent as reasonably possible with the original intent of the parties as expressed in the Agreement.   Failure of either party to enforce any right under the Agreement will not be deemed a waiver of such right and will not constitute a waiver of its future enforcement of such right or any other rights.
    7. Integration; Modification. The Agreement expresses the complete and final understanding of the parties with respect to the subject matter hereof, and supersedes all prior communications between the parties, whether written or oral, with respect to the subject matter hereof. No modification of the Agreement will be binding upon the parties hereto, unless in writing and executed by Customer and RTA.  Any additional or different terms in any purchase order or other response by Customer shall be deemed objected to by RTA without need of further notice of objection, and shall be of no effect and in no way binding upon RTA.
    8. Headings; Number and Gender. All headings and captions are for convenience only and are of no meaning in the interpretation or effect of the Agreement. Words in the singular include the plural and words in the plural include the singular, according to the requirements of the context. Words importing a gender or no gender include all genders.
    9. The respective rights and obligations of RTA and Customer, which by their nature would continue beyond the termination or expiration of the Agreement, including without limitation, the rights and obligations regarding payment, ownership, confidentiality, limitation of liability, and indemnification, shall survive the termination or expiration of the Agreement.
  2. Changes to this agreement
    1. We may update or modify this Agreement from time to time. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our blog, or in the Product itself). If we modify the Agreement during your License Term or Subscription Term, the modified version will be effective upon your next renewal of a License Term, Support and Maintenance term, or Subscription Term, as applicable. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew.
    2. If you do not agree to the updated Agreement after it becomes effective, you will no longer have a right to use the product. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.