Business Terms of Service

These Business Terms of Service (the “Terms”) are a legal agreement between Flext Inc. (“Flext,” “we,” “us,” or “our”) and the organization identified in an Order (“Customer”). These Terms govern Customer’s access to and use of the Flext services.

An individual who accepts these Terms for a Customer represents that they have authority to bind that Customer. If the individual does not have that authority, they must not accept these Terms or use the Services on the Customer’s behalf.

1. Definitions

In these Terms:

• “Authorized User” means an employee, contractor, representative, or other person whom Customer authorizes to access the Services.
• “Customer Data” means information, files, content, records, telemetry, and other data submitted to, collected through, generated for, or transmitted through the Services on Customer’s behalf. Customer Data does not include Flext technology, system-level service metrics that do not identify Customer or an individual, or information Flext processes for its own billing, security, legal, or account-administration purposes.
• “Documentation” means Flext’s current user, API, installation, or technical documentation made available to Customer.
• “Hardware” means a telematics device, SIM, Fleet Tag, cable, accessory, or other physical product supplied or managed by Flext.
• “Live Share” means a feature that provides temporary or expiring access to selected vehicle and related information through a link.
• “Order” means an order form, quote, online purchase, statement of work, service agreement, or other ordering document accepted by Flext and Customer.
• “Services” means the Flext websites, hosted platform, web and mobile applications, APIs, telemetry processing, Live Share, alerts, integrations, connectivity, managed Hardware services, support, and related services identified in an Order.
• “Third-Party Service” means a service, integration, network, map, carrier, payment provider, app store, device platform, or other product not controlled by Flext.

2. Eligibility, Authority, and Business Use

The Services are offered to businesses and other organizations, not for personal or household use.

An Authorized User must:

• be at least the age of majority in the jurisdiction where they reside;
• use the Services only for Customer’s authorized business purposes;
• provide accurate and current account information; and
• comply with these Terms and Customer’s policies.

Customer is responsible for determining who may act as an administrator, purchase services, configure monitoring, create Live Share links, connect integrations, manage billing, or access Customer Data.

Flext’s standard Services are offered to Canadian businesses outside Quebec. Flext does not currently offer or actively market the Services in Quebec. A Customer headquartered or primarily operating in Quebec, or requesting service in another country, may use the Services only with Flext’s separate written approval and any additional terms Flext requires.

3. Contract Documents and Order of Precedence

The agreement between Flext and Customer may include:

1. a signed master service agreement or negotiated service agreement;
2. an Order;
3. a Data Processing Addendum (“DPA”);
4. a service level agreement (“SLA”), if expressly purchased;
5. a Hardware and Connectivity Addendum;
6. these Terms;
7. the Privacy Policy;
8. the Documentation; and
9. applicable Third-Party Service terms disclosed to Customer.

Unless a signed agreement expressly states otherwise, a conflict will be resolved in the order listed above, except that a DPA controls for its subject matter and an Order controls commercial quantities, pricing, and subscription details.

No purchase order or Customer procurement term modifies the agreement unless Flext expressly agrees in writing.

4. The Services

Flext may provide some or all of the following, as identified in an Order:

• account, company, user, role, and permission administration;
• vehicle, driver, device, SIM, Fleet Tag, location, and group management;
• live or recent vehicle maps and operational status;
• location history, trips, routes, stops, and replay;
• geofences, events, safety scoring, and operational reports;
• email, SMS, voice, and push alerts;
• public or limited-access Live Share;
• APIs, webhooks, and third-party integrations;
• mobile applications and Live Activities;
• subscription, quote, invoice, and payment administration;
• Hardware procurement, provisioning, installation support, connectivity, and diagnostics; and
• support and related professional services.

Features may differ by plan, Hardware, carrier, device configuration, region, operating system, integration, or Order.

5. Access Rights and Restrictions

Subject to Customer’s payment and compliance with the agreement, Flext grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to permit its Authorized Users to access and use the Services for Customer’s internal business operations.

Customer receives no ownership interest in the Services or Flext technology.

Customer must not, and must not permit anyone to:

• copy, modify, translate, or create derivative works of the Services except as permitted by law or Documentation;
• reverse engineer, decompile, disassemble, or attempt to discover source code, models, algorithms, or non-public APIs;
• access the Services to build or benchmark a competing product, except where Flext has agreed in writing;
• resell, rent, lease, sublicense, timeshare, or provide the Services to an unrelated third party except through an approved program;
• remove ownership, trademark, copyright, or security notices;
• bypass limits, rate controls, authentication, or access restrictions;
• interfere with service integrity, availability, or security;
• introduce malware or harmful code; or
• use the Services beyond the quantities, regions, plans, or usage limits in the applicable Order.

6. Accounts and Security

Customer is responsible for:

• all activity under its accounts, except to the extent caused by Flext’s breach of the agreement;
• maintaining accurate account, company, billing, and contact information;
• assigning permissions according to legitimate business need;
• safeguarding passwords, multi-factor authentication methods, devices, API credentials, and Live Share links;
• ensuring credentials are not shared between individuals;
• promptly disabling access for departed or reassigned personnel;
• requiring appropriate security practices from Authorized Users; and
• promptly notifying Flext of suspected unauthorized access or compromise.

Flext may require multi-factor authentication for some or all users or functions.

An administrator may be able to create or remove users, reset security settings, configure integrations, access Customer Data, create Live Share links, or take other actions on Customer’s behalf. Customer is responsible for its administrators’ authority and actions.

7. Customer Monitoring and Legal Compliance

7.1 Lawful installation and tracking

Customer is solely responsible for:

• having lawful authority to install and use Hardware or tracking technology;
• tracking only vehicles, assets, devices, and persons Customer is authorized to monitor;
• ensuring installation complies with vehicle, electrical, safety, warranty, lease, and insurance requirements;
• obtaining permissions from vehicle owners or lessors where required; and
• not concealing or using tracking technology for unlawful surveillance.

7.2 Employee and driver notice

Customer must provide all notices and obtain all consents, acknowledgements, or authorizations required for:

• precise location monitoring;
• trip and route history;
• driving-event and safety-score processing;
• mobile location;
• communications and alerting;
• document and identity processing;
• integrations; and
• Live Share disclosure.

Customer is responsible for compliance with employment standards, privacy, labour, collective-agreement, human-rights, and workplace-surveillance laws.

Ontario customers are specifically responsible for determining whether they must maintain and distribute a written electronic-monitoring policy, including the requirements applicable to employers with 25 or more employees.

7.3 Proportionate use

Customer must use monitoring features for legitimate, disclosed, and proportionate business purposes. Customer must not use Flext to unlawfully discriminate, retaliate, harass, intimidate, stalk, or make decisions prohibited by law.

8. Emergency Contacts and Notification Recipients

Customer represents that it has authority to provide Flext with the name, email address, telephone number, and other information of each emergency contact and notification recipient.

Customer is responsible for:

• accurately configuring recipients and escalation rules;
• notifying recipients about the communications they may receive;
• obtaining any legally required consent;
• removing recipients who should no longer receive messages; and
• ensuring alerts are not used to deliver unlawful, deceptive, abusive, or unsolicited content.

Flext may suspend a messaging feature where use creates legal, carrier, security, or abuse risk.

9. Customer Data

9.1 Ownership

As between Flext and Customer, Customer retains its rights in Customer Data. These Terms do not transfer ownership of Customer Data to Flext.

9.2 Licence to provide the Services

Customer grants Flext and its subprocessors a limited, worldwide licence during the agreement and any permitted retention period to host, copy, process, transmit, display, back up, restore, modify for technical formatting, and otherwise use Customer Data only as reasonably necessary to:

• provide, secure, support, and maintain the Services;
• comply with Customer’s instructions and the agreement;
• prevent fraud, abuse, or security incidents;
• comply with law; and
• exercise Flext’s rights or perform its obligations under the agreement.

9.3 Customer responsibilities

Customer represents and warrants that:

• it has all rights, notices, consents, and lawful bases required to provide and process Customer Data;
• Customer Data and Customer’s instructions do not violate law or another person’s rights;
• Customer will not upload information that is unnecessary or prohibited for the Services;
• Customer will use appropriate permissions and retention settings; and
• Customer will respond to individual requests concerning Customer-controlled data.

9.4 Flext’s independent use

Flext will not sell identifiable Customer Data, use it for advertising, use it for independent customer benchmarking, or use it to train generalized artificial-intelligence models.

Flext may use system-level and aggregate operational metrics that do not identify Customer or an individual to secure, maintain, troubleshoot, and improve service reliability. Flext will not attempt to re-identify those metrics.

10. Privacy and Data Processing

The Flext Privacy Policy describes Flext’s handling of personal information for its own purposes.

Where Flext processes personal information on Customer’s behalf, the DPA will govern the parties’ respective privacy and security obligations. If the parties have not signed a DPA, Flext’s standard DPA will apply where required by law or expressly incorporated into the Order.

Customer acknowledges that the Services may process sensitive information, including precise location, trip history, driving behaviour, safety scores, identity documents, and emergency-contact information.

Customer is the primary contact for requests by drivers, employees, and other individuals concerning Customer-controlled information. Flext will provide reasonable assistance as required by law or the DPA.

11. Acceptable Use

Customer and Authorized Users must not use the Services to:

• violate any law, regulation, court order, contract, or third-party right;
• conduct unlawful tracking, surveillance, stalking, or harassment;
• track a person, device, vehicle, or asset without appropriate authority;
• unlawfully discriminate or retaliate based on location, driving, employment, or other data;
• send spam, unlawful marketing, threats, fraud, or abusive communications;
• impersonate another person or misrepresent authority;
• upload malware or harmful content;
• access or attempt to access another customer’s information;
• scrape, harvest, systematically download, or create an unauthorized database from the Services;
• probe, scan, test, or circumvent security without prior written authorization;
• share credentials, API keys, session tokens, or Live Share links contrary to their intended use;
• overload the Services or exceed documented API or messaging limits;
• interfere with a carrier, map provider, notification provider, or Third-Party Service;
• use outputs as the sole basis for an unlawful employment, insurance, credit, or other high-impact decision; or
• use the Services in a manner that creates an unreasonable risk to a person, vehicle, network, or system.

Flext may investigate suspected violations and may remove content, limit functionality, suspend access, or cooperate with lawful authorities where appropriate.

12. Live Share

12.1 Customer responsibility

A Live Share link is a bearer-access mechanism. Anyone possessing a valid link may be able to view the information selected by Customer.

Customer is responsible for:

• ensuring the link creator has authority;
• selecting appropriate vehicles, recipients, information fields, and expiry;
• sharing the link securely;
• obtaining authority to disclose driver and vehicle information;
• revoking links when no longer required; and
• instructing recipients on permitted use.

12.2 Recipient restrictions

A Live Share viewer must not:

• republish, redistribute, or publicly post a link or shared information without authority;
• scrape or systematically collect information;
• stalk, harass, intimidate, discriminate against, or endanger anyone;
• use information for unlawful surveillance;
• bypass expiry, revocation, rate limits, or technical controls; or
• use Live Share outside the purpose for which access was provided.

12.3 Limitations

A link may expire, be revoked, or close when a trip ends. Flext cannot prevent a recipient from taking a screenshot, recording, copying, or retaining information while the link is valid.

Customer accepts responsibility for disclosures made through links created by its Authorized Users, except to the extent directly caused by Flext’s breach of the agreement.

13. Integrations and Third-Party Services

Customer may enable integrations with services such as ServiceTitan, Digital Matter, 1NCE, Stripe, Mapbox, Google Maps Places, email, SMS, voice, push-notification, storage, carrier, and other providers.

By enabling an integration, Customer:

• authorizes Flext to exchange Customer Data with that provider as required for the integration;
• represents that it has authority to connect the relevant accounts and data;
• understands that the provider’s own terms and privacy practices may apply;
• is responsible for provider fees not included in the Order; and
• acknowledges that disabling or changing the integration may reduce functionality or cause data to stop synchronizing.

Flext does not control Third-Party Services and is not responsible for their acts, omissions, availability, security, data accuracy, or changes, except to the extent expressly stated in an Order.

Flext may replace or discontinue a Third-Party Service where reasonably necessary. We will provide reasonable notice where a change materially reduces purchased functionality and advance notice is practicable.

14. Fees, Billing, and Taxes

14.1 Fees

Customer will pay the fees stated in the applicable Order. Unless an Order states otherwise:

• fees are charged in Canadian dollars;
• subscriptions are billed monthly in advance;
• the minimum commitment is one monthly subscription term; and
• overages, additional quantities, Hardware, connectivity, messages, storage, integrations, professional services, and taxes are charged at the rates disclosed in the Order or at purchase.

Fees may be based on vehicles, devices, SIMs, users, usage, messages, storage, integrations, Hardware, professional services, or other quantities. Usage and quantities may be measured during the billing period and rounded or billed according to Flext’s documented rules.

14.2 Taxes

Fees exclude applicable sales, use, excise, value-added, withholding, and similar taxes. Customer will pay applicable taxes other than taxes based on Flext’s net income. If Customer claims an exemption, it must provide valid documentation.

14.3 Payment methods and payment timing

Customer authorizes Flext and Stripe or another payment provider to store a payment method and charge it for subscriptions, invoices, usage, Hardware, taxes, and other amounts due under the agreement.

Saving a payment method authorizes future charges under the applicable Order or service agreement until the authorization is revoked, the payment method is removed, or the agreement ends, subject to amounts already incurred.

Amounts charged to a saved payment method are due when charged. Invoiced amounts are due as stated in the Order or, if the Order is silent, on receipt.

14.4 Invoices and disputes

Customer must notify Flext of a good-faith invoice dispute within 30 calendar days after the invoice date and provide reasonable detail. Undisputed amounts remain payable.

14.5 Failed payment and suspension

If an amount is overdue, Flext may:

• retry the payment method;
• charge interest or collection costs permitted by law;
• suspend some or all Services after any notice required by law or the agreement; and
• terminate the agreement for continued non-payment.

Flext will not be responsible for service impact caused by a lawful non-payment suspension.

15. Subscription Term, Renewal, Cancellation, and Refunds

15.1 Term and automatic renewal

The initial subscription term is stated in the Order. Unless the Order states otherwise, the subscription renews automatically for successive monthly terms until cancelled.

15.2 Cancellation

Customer may cancel before the next billing date through available account settings or by written notice to [email protected]. Cancellation takes effect at the end of the then-current paid monthly term and stops the next renewal.

Cancellation does not eliminate amounts already committed, incurred, or due. Customer remains responsible for exporting information it wishes to retain before access ends.

15.3 Refunds

Except where an Order or applicable law expressly requires otherwise, fees are non-refundable and Flext does not prorate or refund a partial monthly term. Customer may continue using the paid Services through the effective cancellation date, subject to the agreement.

15.4 Trials and promotions

No trial applies by default. A trial, promotion, credit, or discounted period applies only when stated in an Order or written offer, and is subject to the limits, conversion terms, and expiry stated there.

16. Hardware, Installation, SIMs, and Connectivity

16.1 Purchase, title, and risk

Unless an Order expressly identifies Hardware as rented or loaned, Hardware is sold to Customer. Title passes after Flext receives full payment. Risk of loss, theft, and damage passes to Customer on delivery.

Customer is responsible after delivery for loss, theft, damage, tampering, unauthorized removal, improper storage, and improper installation. Hardware may be returned only with Flext’s authorization, under the limited warranty below, or as expressly permitted by an Order.

16.2 Installation

Installation must be performed according to Documentation and by a qualified person where appropriate. Customer is responsible for:

• confirming vehicle compatibility;
• avoiding unsafe wiring or interference with vehicle systems;
• complying with manufacturer, lease, insurance, and legal requirements;
• inspecting installation and operation; and
• obtaining owner or lessor permission.

Flext is not responsible for damage caused by unauthorized, improper, or unsafe installation.

16.3 Connectivity

Cellular and satellite coverage, roaming, carrier access, bandwidth, and network availability vary by location, building, terrain, weather, provider, device, and plan. Connectivity is not guaranteed.

A SIM may be restricted to approved Hardware, countries, networks, data volumes, or uses. Customer must not remove or use a managed SIM for an unauthorized purpose.

16.4 Limited 12-month Hardware warranty

For 12 months after delivery, Flext warrants that purchased Hardware will be free from material defects in materials and workmanship under normal authorized use. Customer must promptly notify Flext, follow troubleshooting and return instructions, and provide information reasonably needed to verify the defect.

For a verified covered defect, Flext may, at its option, repair the Hardware or replace it with new or functionally equivalent Hardware. This repair-or-replacement remedy is Customer’s exclusive remedy for a covered Hardware defect.

The warranty does not cover:

• loss, theft, cosmetic wear, accident, abuse, misuse, neglect, or liquid damage;
• improper, unsafe, or unauthorized installation, removal, modification, repair, or tampering;
• damage caused by a vehicle, power source, cable, accessory, environment, or item not supplied by Flext;
• use outside documented specifications, approved regions, or authorized networks;
• SIM misuse or unauthorized connectivity use;
• carrier, satellite, GPS/GNSS, map, integration, or other Third-Party Service failures; or
• a defect reported after the warranty period.

Flext does not promise advance replacement. Lost, damaged, excluded, or out-of-warranty Hardware may be replaced at Flext’s then-current price.

17. Intellectual Property

Flext and its licensors own all rights, title, and interest in:

• the Services and Documentation;
• software, APIs, user interfaces, workflows, and designs;
• databases, schemas, system architecture, and technology;
• trademarks, logos, and branding;
• improvements, updates, and derivative works; and
• feedback incorporated into Flext offerings.

Customer may use Flext names and marks only as expressly authorized.

Customer grants Flext a perpetual, worldwide, royalty-free right to use suggestions and feedback without restriction or compensation, provided Flext does not publicly identify Customer as the source without permission.

Third-party open-source components remain subject to their applicable licences.

18. Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, security information, product plans, pricing, and business information.

Recipient will:

• use Confidential Information only to perform or exercise rights under the agreement;
• protect it using at least reasonable care;
• disclose it only to personnel, contractors, and advisers who need to know and are bound by confidentiality obligations; and
• not disclose it to others without permission.

Confidential Information does not include information that Recipient can demonstrate:

• is or becomes public without breach;
• was lawfully known without restriction;
• is received lawfully from another source without duty;
• is independently developed without use of Confidential Information; or
• is approved for release.

Recipient may disclose Confidential Information where legally required, after giving notice where legally permitted and reasonably assisting with protective measures.

19. Product Changes and Beta Features

Flext may improve, modify, replace, or discontinue features. We will not materially reduce the core functionality of a paid Service during a committed term without reasonable notice, except where required for security, law, Third-Party Service changes, or prevention of material harm.

Features labelled beta, preview, pilot, experimental, or similar:

• may be changed or discontinued at any time;
• may be less reliable or complete;
• may have additional terms or limits;
• should not be used for critical operations; and
• are provided without an SLA unless expressly stated.

20. Support, Maintenance, and Availability

Flext provides commercially reasonable support through [email protected]. Flext may perform scheduled or emergency maintenance and will provide reasonable advance notice where practicable.

Unless a signed Enterprise SLA states otherwise:

• response and resolution times are targets, not guarantees;
• maintenance may temporarily affect availability;
• Flext does not guarantee a particular uptime, uninterrupted operation, or error-free operation; and
• no service credits apply.

Enhanced support, response targets, uptime commitments, maintenance notices, and service credits apply only when expressly included in a signed Enterprise SLA.

21. Suspension

Flext may suspend access immediately or after reasonable notice where Flext reasonably believes:

• Customer has not paid amounts due;
• use violates law, these Terms, or another agreement;
• use creates a security, privacy, safety, carrier, network, or abuse risk;
• credentials or accounts are compromised;
• suspension is required by a provider or lawful authority;
• Customer’s use threatens the Services or another customer; or
• Customer has materially exceeded purchased limits.

Where practicable, Flext will limit suspension to the affected account, feature, device, or data and work with Customer to restore access after the issue is resolved.

22. Termination

Either party may terminate:

• as stated in an Order;
• for the other party’s material breach if the breach is not cured within 30 calendar days after written notice;
• immediately if a breach is not curable;
• for insolvency or cessation of business, to the extent permitted by law; or
• as otherwise permitted in these Terms.

Flext may terminate immediately for unlawful tracking, material security abuse, deliberate interference, fraud, or repeated acceptable-use violations.

On termination:

• Customer’s access ends;
• fees already incurred remain payable;
• each party will return or destroy Confidential Information as required, subject to permitted retention;
• provisions intended to survive will remain in effect; and
• Customer Data will be handled under section 23.

23. Data Export, Return, and Deletion

During an active subscription, Customer may export information through available product functions or request an export where included in its plan. Customer should export information it wishes to retain before termination takes effect.

After termination, Flext handles Customer Data according to the available export functions, the applicable Order or DPA, and Flext’s operational retention schedule. Flext deletes or deidentifies production copies when they are no longer reasonably required for an authorized purpose, and protected backup copies expire through ordinary backup rotation.

Flext does not promise a fixed export, production-deletion, or backup-expiry period unless one appears in a signed agreement. After access ends, Flext has no obligation to maintain or provide Customer Data except as required by law or a signed agreement.

Flext may retain limited information where required for legal, tax, billing, security, audit, fraud-prevention, incident-response, or dispute purposes. Deletion of an account does not necessarily remove every historical operational, billing, or audit reference.

24. Important Service and Data Disclaimers

Customer acknowledges the following:

24.1 Data accuracy and delay

GPS, GNSS, speed, heading, odometer, run hours, road, speed-limit, map, weather, traffic, geofence, ETA, trip, and provider data may be delayed, unavailable, incomplete, duplicated, or inaccurate.

A device may lose power, connectivity, satellite view, configuration, or installation integrity. Maps and third-party databases may be outdated or incorrect.

Customer must use reasonable judgment and independent verification before acting.

24.2 Alerts and communications

Emails, text messages, voice calls, push notifications, webhooks, and other alerts are not guaranteed to arrive, arrive on time, or reach the intended recipient. Delivery depends on networks, carriers, providers, devices, recipient settings, and configuration.

Customer must maintain appropriate backup procedures for important or safety-related communications.

24.3 Not an emergency or life-safety system

Flext is not:

• an emergency-dispatch service;
• a 911 service;
• a life-safety system;
• a theft-recovery guarantee;
• a substitute for direct communication with drivers or emergency responders; or
• suitable as the sole method for protecting life, health, vehicles, or property.

24.4 Driver scores and events

Driver scores, grades, alerts, and detected events are operational indicators. They are not legal findings, automatic proof of fault, professional safety assessments, or conclusive evidence of misconduct.

Customer is responsible for reviewing source data, context, device accuracy, policies, and applicable law before making employment, disciplinary, insurance, or safety decisions.

24.5 No professional advice

Flext does not provide legal, employment, labour, tax, insurance, regulatory, engineering, installation, or professional safety advice.

24.6 No unpurchased compliance certification

Unless an Order expressly states otherwise, Flext does not represent that the Services provide or satisfy:

• electronic logging device or hours-of-service compliance;
• driver vehicle inspection report compliance;
• IFTA reporting compliance;
• automatic tax compliance;
• route optimization;
• video telematics;
• universal vehicle or device compatibility; or
• any particular insurance discount or regulatory approval.

Customer remains responsible for drivers, vehicles, workplace safety, policies, maintenance, recordkeeping, and compliance decisions.

25. Warranties

Each party represents that it has authority to enter the agreement.

Flext warrants that paid Services will materially conform to the applicable Documentation under normal authorized use. Customer’s exclusive remedy for a verified breach is for Flext to use commercially reasonable efforts to correct the nonconformity or, if Flext cannot do so, terminate the affected Service and refund prepaid fees for the unused remainder of the affected term.

The warranty does not apply to issues caused by:

• Customer Data, configuration, misuse, or unauthorized changes;
• Hardware or software not supplied or approved by Flext;
• Third-Party Services;
• connectivity, carriers, maps, GPS/GNSS conditions, or vehicle systems;
• beta features;
• Customer’s failure to follow Documentation; or
• events outside Flext’s reasonable control.

26. Disclaimer of Warranties

EXCEPT FOR EXPRESS WARRANTIES IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, HARDWARE, DOCUMENTATION, DATA, OUTPUTS, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

FLEXT DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

FLEXT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

Nothing in these Terms excludes a warranty or remedy that cannot lawfully be excluded.

27. Limitation of Liability

To the maximum extent permitted by law:

27.1 Excluded damages

Neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, goodwill, business opportunity, anticipated savings, or data, arising from or related to the agreement, even if advised of the possibility.

27.2 General cap

Except for claims subject to sections 27.3 or 27.4, each party’s total aggregate liability arising from or related to the agreement will not exceed the fees paid or payable by Customer for the Services during the 12 months immediately preceding the event giving rise to the claim.

27.3 Enhanced cap

Each party’s total aggregate liability for breach of confidentiality, breach of privacy or security obligations, violation of the other party’s intellectual-property rights, and indemnification obligations will not exceed two times the general cap in section 27.2.

27.4 Uncapped claims

The damage exclusions and caps do not limit:

• Customer’s payment obligations;
• fraud, wilful misconduct, or gross negligence;
• bodily injury, death, or tangible property damage caused by a party;
• liability that cannot lawfully be limited or excluded; or
• a party’s right to seek urgent injunctive or protective relief.

27.5 Allocation of risk

The fees reflect the allocation of risk in the agreement. Each limitation applies independently and survives failure of an exclusive remedy.

28. Indemnification

28.1 Customer indemnity

Customer will defend, indemnify, and hold harmless Flext, its affiliates, and their personnel from third-party claims, damages, penalties, costs, and reasonable legal fees arising from:

• unlawful or unauthorized tracking, monitoring, or surveillance;
• Customer’s failure to provide required employee, driver, emergency-contact, or recipient notices or obtain required consent;
• Customer Data or Customer instructions that violate law or third-party rights;
• Customer’s installation, use, loss, damage, or modification of Hardware;
• misuse of Live Share by Customer or a recipient to whom Customer provided access;
• Customer’s violation of the Acceptable Use section; or
• Customer’s material breach of the agreement.

The indemnity does not apply to the extent a claim was caused by Flext’s breach, gross negligence, or wilful misconduct.

28.2 Flext intellectual-property indemnity

Flext will defend Customer against a third-party claim that Customer’s authorized use of the paid Services infringes a Canadian patent, copyright, or trademark, and will pay finally awarded damages or settlements approved by Flext.

Flext has no obligation for claims arising from:

• Customer Data;
• Third-Party Services;
• modification not made by Flext;
• combination with items not supplied by Flext;
• use outside the agreement or Documentation;
• continued use after notice of an alleged infringement; or
• beta or no-charge features.

If a claim appears likely, Flext may modify or replace the affected Service, obtain continued-use rights, or terminate it and refund prepaid fees for the unused remainder of the affected term.

28.3 Process

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party control of the defence and settlement. A settlement may not admit fault by or impose non-monetary obligations on the indemnified party without consent.

29. Governing Law and Disputes

The agreement is governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules.

Before filing a formal proceeding, the parties will attempt in good faith for 30 calendar days to resolve the dispute through business representatives. This informal period does not prevent either party from seeking urgent injunctive or protective relief.

The provincial and federal courts located in Toronto, Ontario have exclusive jurisdiction. No mandatory mediation or arbitration applies unless the parties agree in writing. Either party may bring an eligible claim in small-claims court, and either party may seek injunctive or protective relief in a court of competent jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

30. Notices

Legal notices to Flext must be sent to:

Flext Inc.
Email: [email protected]
Telephone: +1 (226) 407-7960

Flext does not publish a physical business address on this website. Notices to Customer may be sent to the account owner, billing contact, administrator, or address in the Order.

A notice is effective according to the delivery rules in the applicable Order or, if none, when the recipient acknowledges the email or there is other reasonable evidence of delivery.

Operational messages, product notices, and support communications are not legal notices unless expressly identified.

31. Assignment and Subcontracting

Customer may not assign the agreement without Flext’s prior written consent, except as part of a merger, corporate reorganization, or sale of substantially all assets where the assignee is not a direct competitor and agrees in writing to the agreement.

Flext may assign the agreement as part of a merger, reorganization, financing, sale of assets, or change of control, and may use affiliates and subcontractors to provide the Services. Flext remains responsible for its contractual obligations to the extent stated in the agreement.

32. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, except Customer’s payment obligations. Such events may include natural disasters, fire, flood, severe weather, war, terrorism, civil unrest, labour disruption, epidemic, government action, internet or carrier failure, power outage, cyberattack by a third party, satellite or GNSS disruption, and failure of a critical provider despite reasonable precautions.

The affected party will use reasonable efforts to mitigate the impact.

33. Amendments

Flext may update these Terms for future purchases or renewals.

For a material update affecting an active subscription, Flext will provide reasonable notice by email, in-application notice, website notice, or another agreed method. Unless law requires earlier application, a material update will take effect on the next renewal or on the date stated in the notice.

A change will not retroactively reduce an accrued right or increase committed fees during a fixed term unless Customer agrees.

Previous versions may be requested from [email protected].

34. General Terms

• Entire agreement. The contract documents described in section 3 are the entire agreement concerning the Services and replace prior discussions on that subject.
• No waiver. A failure to enforce a provision is not a waiver.
• Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder stays effective.
• Independent contractors. The parties are independent contractors. The agreement does not create employment, agency, partnership, fiduciary, franchise, or joint-venture relationships.
• No third-party beneficiaries. Except for indemnified parties, no person other than Flext and Customer has rights under the agreement.
• Interpretation. “Including” means “including without limitation.” Headings are for convenience.
• Electronic acceptance. Electronic acceptance, click-through acceptance, and electronic signatures are binding to the extent permitted by law.
• Counterparts. An agreement may be signed in counterparts and electronically.
• Survival. Payment, ownership, confidentiality, disclaimers, liability, indemnity, dispute, retention, and provisions that by nature should survive will survive termination.

35. Contact

Legal entity: Flext Inc.
Support, legal, billing, and general email: [email protected]
Telephone: +1 (226) 407-7960

Flext does not publish a physical business address on this website.