AvatarFleet, LLC Master Services Agreement

Version 2.3 · Effective 09-21-2026 · https://www.avatarfleet.com/legal/msa/v2-3

This version of the Master Services Agreement will not be changed. Later versions are published at their own addresses and listed, with their effective date ranges, in the version archive at https://www.avatarfleet.com/legal/msa/archive.

This Master Services Agreement (this “MSA”) is entered into by AvatarFleet, LLC, an Ohio limited liability company with offices at 1970 N. Cleveland-Massillon Road, Bath, Ohio 44210 (“AvatarFleet”), and the customer identified on an Order Form that incorporates this MSA (“Customer”). AvatarFleet and Customer are each a “Party” and together the “Parties.”

This MSA governs Customer’s use of the Services. It becomes binding when Customer signs an Order Form that incorporates it by reference. Each Order Form, together with this MSA and the Schedules and Statements of Work identified in that Order Form, forms a separate agreement (the “Agreement”).

1. Definitions

1.1 Active Driver. An individual who, as of the applicable measurement date: (a) holds an active employment or engagement status with Customer, including employee drivers and independent contractor drivers; and (b) has a driver record in DriverHub that is not marked terminated or inactive. The following are not Active Drivers and do not count toward pricing Tiers or Tier adjustments: (i) applicants and candidates who have not been hired or engaged; (ii) individuals whose employment or engagement with Customer has ended, whether or not their records are retained; (iii) individuals marked inactive in DriverHub; and (iv) Admin Users and other Customer personnel who do not themselves hold an active driver record.

1.2 Admin User. An individual authorized by Customer to access DriverHub for administrative or management purposes, including overseeing compliance, managing documentation, configuring workflows, or generating reports.

1.3 Aggregated Data. De-identified, non-personally identifiable data derived from use of the Platform.

1.4 Customer Content. Data, documents, records, and other materials Customer or its Users upload to or generate in the Platform.

1.5 Documentation. The user guides and help materials AvatarFleet makes generally available for the Platform.

1.6 Effective Date. The date of the last signature on the applicable Order Form.

1.7 Order Form. An ordering document signed by both Parties that incorporates this MSA.

1.8 Platform. AvatarFleet’s DriverHub and Training Marketplace applications and any other subscription software identified on an Order Form.

1.9 Schedule. A pricing or service schedule identified in an Order Form.

1.10 Services. The Platform, any Third-Party Services, and any professional services identified on an Order Form or Statement of Work.

1.11 Statement of Work. A document describing the scope, assumptions, dependencies, and exclusions of a professional service, referenced by an Order Form.

1.12 Tier. A pricing tier set out in Schedule A.

1.13 User. An Active Driver, Admin User, or other individual Customer authorizes to access the Platform.

2. The Service

2.1 Access and Use. Subject to the Agreement, AvatarFleet grants Customer a non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Platform for Customer’s internal business purposes.

2.2 Admin Users. Customer may designate an unlimited number of Admin Users at no additional charge. An Admin User does not count as an Active Driver unless that individual independently meets the definition in Section 1.1.

2.3 User Accounts. Customer is responsible for its Users’ compliance with the Agreement, for the accuracy of information its Users submit, and for maintaining the confidentiality of account credentials. Customer will promptly notify AvatarFleet of any unauthorized access.

2.4 Support. AvatarFleet will provide support consistent with its then-current standard practices. AvatarFleet does not commit to a service level or uptime percentage under this MSA unless a service level agreement is expressly identified on the Order Form.

2.5 Configuration. AvatarFleet will assist with initial configuration of the Platform as part of onboarding. Customer-initiated configuration or custom programming beyond initial onboarding is quoted separately and requires a Statement of Work.

3. Compliance Tools; No Guarantee of Compliance

3.1 Purpose of the Tools. The Platform provides tools designed to help Customer organize, track, and monitor documentation and records relevant to Customer’s regulatory obligations, including obligations under 49 C.F.R. Part 391. AvatarFleet’s compliance features, dashboards, alerts, and status indicators are informational aids based on the data Customer and its Users provide and the rules Customer configures. They reflect the presence, dates, and configured status of records — not a legal determination that Customer, any driver, or any record satisfies any regulatory requirement.

3.2 Customer Responsibility. Customer is solely responsible for its compliance with the Federal Motor Carrier Safety Regulations and all other applicable laws, for the accuracy and completeness of the information it provides, for the configuration of its compliance rules, and for all hiring, qualification, retention, and safety decisions.

3.3 No Advice; No Guarantee. AvatarFleet does not provide legal, regulatory, or compliance advice and does not act as Customer’s compliance officer or agent. AvatarFleet makes no representation, warranty, or guarantee that use of the Platform or any Service will result in, maintain, or demonstrate compliance with any law, regulation, or audit standard.

4. Customer Content and Data

4.1 Ownership. As between the Parties, Customer retains all right, title, and interest in and to Customer Content. Customer grants AvatarFleet a non-exclusive right to host, process, transmit, and display Customer Content solely to provide the Services and as otherwise permitted by the Agreement.

4.2 Aggregated Data. AvatarFleet may collect, generate, and process Aggregated Data, and may use it to maintain, secure, operate, analyze, and improve its products, features, and platform performance, and to develop new products and services. AvatarFleet will not disclose Aggregated Data in a form that identifies Customer or any individual.

4.3 Machine Learning. AvatarFleet may use Aggregated Data to develop, train, and improve machine learning and artificial intelligence features within its products. AvatarFleet will not use Customer Content to train models made available to other customers except in de-identified, aggregated form.

4.4 Prohibited Data. Customer will not upload to the Platform any data AvatarFleet has not agreed in writing to receive, including protected health information subject to HIPAA (other than medical examiner’s certificates and related records required under 49 C.F.R. Part 391), payment card data, or government-classified information.

4.5 Data Export. During any term and for thirty (30) days after termination or expiration for any reason, Customer may export Customer Content, and on Customer’s request AvatarFleet will provide a copy of Customer Content in the format in which it was uploaded, organized by individual. This right is not conditioned on Customer’s payment status, although AvatarFleet may suspend interactive access under Section 9.6. This Section is subject to Section 4.6.

4.6 Document Retention; Not an Archive. Documents uploaded to the secure file manager are automatically deleted ninety (90) days after upload. The Platform is a tool for organizing, tracking, and monitoring Customer’s records. It is not a records archive. Customer is solely responsible for retaining its own records for the periods required by applicable law, including the retention periods in 49 C.F.R. §391.51 and, where applicable, 49 C.F.R. Parts 40 and 382, and should maintain its own copies of all documents it uploads. AvatarFleet has no obligation to retain, restore, or reproduce any document deleted under this Section. Deletion under this Section removes documents from AvatarFleet’s active production systems. Residual copies contained in encrypted backups are purged in the ordinary course of AvatarFleet’s backup rotation.

5. Privacy and Security

5.1 Security. AvatarFleet will maintain administrative, physical, and technical safeguards designed to protect Customer Content against unauthorized access, use, alteration, and destruction, appropriate to the nature of the data and consistent with generally accepted industry practices. AvatarFleet will make information about its then-current security practices available to Customer on reasonable request, subject to Customer’s confidentiality obligations under this Agreement and not more than once in any twelve (12) month period absent a security incident affecting Customer Content.

5.2 Personal Data. AvatarFleet processes personal data contained in Customer Content solely to provide the Services and as otherwise expressly permitted by the Agreement. AvatarFleet will not sell or share (as those terms are defined under applicable data protection law) Customer Content or personal data contained in it, and will not use it for AvatarFleet’s own marketing purposes, and will not use it to train machine learning or artificial intelligence models, other than models operating solely within the Services for Customer’s benefit. Where required by applicable data protection law, or where Customer reasonably requests one, the Parties will enter into a data processing addendum, which upon execution will form part of the Agreement.

5.3 Sub-Processors. AvatarFleet may engage sub-processors to provide the Services. AvatarFleet assesses the security posture of each sub-processor before onboarding and at least annually thereafter. Where AvatarFleet contracts with a sub-processor on negotiable terms, AvatarFleet requires security and confidentiality obligations no less protective than those in this MSA. Where a sub-processor provides services on standard, non-negotiable terms, AvatarFleet relies on that provider’s published security commitments. AvatarFleet maintains a current list of sub-processors and will provide it on request, and will notify Customer at least seven (7) days before a new sub-processor begins processing Customer Content.

5.4 Security Incidents. AvatarFleet will notify Customer without undue delay, and in any event within twenty-four (24) hours, after confirming a security incident resulting in unauthorized access to, alteration of, loss of, or destruction of, or disclosure of Customer Content. AvatarFleet will investigate suspected security incidents promptly and will not unreasonably delay confirmation. A security incident affecting Customer Content that is reported to AvatarFleet by a sub-processor is a security incident for purposes of this Section.

5.5 Data Location. AvatarFleet stores and processes Customer Content in the United States. AvatarFleet will not transfer Customer Content outside the United States without Customer’s prior written consent, except where Customer elects a Service configuration hosted in another jurisdiction.

6. Restrictions and Reservation of Rights

6.1 Reservation. AvatarFleet and its licensors retain all right, title, and interest in and to the Platform, the Documentation, and all related intellectual property. No rights are granted except as expressly stated in the Agreement.

6.2 Restrictions. Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, or attempt to derive the source code of the Platform; (b) copy, modify, or create derivative works of the Platform; (c) resell, sublicense, or make the Platform available to third parties as a service bureau; (d) access the Platform to build a competing product or for competitive benchmarking; (e) scrape or use automated means to extract data other than through features AvatarFleet provides; or (f) use the Platform in violation of law.

6.3 Feedback. If Customer provides suggestions, ideas, or other feedback about the Services, AvatarFleet may use that feedback freely and without restriction or obligation, and Customer assigns to AvatarFleet all rights in it.

7. Active Drivers, Tiers, and Adjustments

7.1 Measurement. AvatarFleet measures Customer’s Active Drivers monthly and calculates the rolling average of the three (3) most recent monthly measurements (the “Rolling Average”).

7.2 Tolerance. Customer’s Tier will not change unless the Rolling Average exceeds the maximum Active Drivers for Customer’s then-current Tier by more than the greater of ten percent (10%) or three (3) Active Drivers.

7.3 Notice. AvatarFleet will give Customer at least thirty (30) days’ written notice before any Tier change takes effect, stating the Rolling Average, the applicable Tier, and the resulting Monthly Subscription Price. The Tier applied on the effective date will be determined by the most recent Rolling Average preceding that date.

7.4 Effective Date; No Retroactive Charges. A Tier change takes effect at the beginning of the first full billing month following the notice period. AvatarFleet will not charge Customer retroactively for any period before that date.

7.5 Decreases. A decrease in Active Drivers takes effect at the commencement of the next Renewal Term and not during a term.

7.6 Expansion Events. If Customer’s Active Drivers increase above its Tier maximum as a result of an acquisition, merger, or comparable expansion, Customer will notify AvatarFleet and the Tier will be adjusted effective the first day of the following month, based on the actual post-expansion Active Driver count rather than the Rolling Average. Section 7.2 does not apply to an Expansion Event.

8. Third-Party Services and Pass-Through Charges

8.1 Third-Party Services. Certain services available through the Platform are provided by third parties, including driver record monitoring provided by SambaSafety and background screening provided by Asurint (each a “Third-Party Service,” and each provider a “Third-Party Provider”). AvatarFleet resells and facilitates access to Third-Party Services. AvatarFleet is not the provider of, and does not control, any Third-Party Service.

8.2 Ordering. Customer may order a Third-Party Service on an Order Form or, where the Platform permits, by requesting it within the Platform. Ordering a Third-Party Service incorporates the applicable Schedule into the Agreement in the version identified on the Order Form or, if none is identified, the version in effect on the date of the order. Customer will comply with the applicable Third-Party Provider’s terms of service as made available by AvatarFleet.

8.3 Service Fees. Fees for Third-Party Services are set out in the applicable Schedule (“Service Fees”). Service Fees are fixed for the Initial Term and may be adjusted at the commencement of a Renewal Term on sixty (60) days’ prior written notice. AvatarFleet may adjust a Service Fee during a term to the extent of, and by no more than, a corresponding increase in the Third-Party Provider’s charges to AvatarFleet, effective upon notice to Customer.

8.4 Pass-Through Charges. “Pass-Through Charges” means amounts imposed by governmental authorities, courts, motor vehicle agencies, record custodians, employers, educational institutions, or their agents in connection with a Third-Party Service, including State motor vehicle record fees, State monitoring enrollment fees, statutory and mandatory access fees, and verification fees. Pass-Through Charges are billed to Customer at AvatarFleet’s actual cost, without markup, and are itemized separately on Customer’s invoice. Pass-Through Charges are set by third parties, vary by jurisdiction, and change without advance notice to AvatarFleet; such changes take effect immediately and do not require an amendment to the Agreement.

8.5 State Fee Management Charge. AvatarFleet assesses a State Fee Management Charge to cover the administrative cost of processing, remitting, and reconciling Pass-Through Charges. The State Fee Management Charge is four percent (4%) of Pass-Through Charges unless a different rate is stated on the Order Form. It is stated separately on Customer’s invoice and is not itself a Pass-Through Charge. The State Fee Management Charge does not apply to Service Fees.

8.6 Notice and Non-Liability. AvatarFleet will give Customer reasonable notice of a change to Service Fees, and of any material change to a Third-Party Provider’s terms, once AvatarFleet becomes aware of it. AvatarFleet is not liable for changes in Third-Party Provider fees or terms outside AvatarFleet’s control.

8.7 Discontinuation. If a Third-Party Provider discontinues a Third-Party Service or terminates its arrangement with AvatarFleet, AvatarFleet may discontinue that Third-Party Service on notice to Customer. Customer’s sole remedy is a pro-rata refund of prepaid fees for the discontinued Third-Party Service.

8.8 Customer Responsibilities. Customer is the end user and, where applicable, the employer for purposes of the Fair Credit Reporting Act and analogous State laws, and is solely responsible for establishing permissible purpose, obtaining all required disclosures, authorizations, and consents (including under the Driver’s Privacy Protection Act and applicable State motor vehicle record laws), and issuing pre-adverse action and adverse action notices.

9. Fees, Invoicing, and Payment

9.1 Subscription Fees. Customer will pay the Monthly Subscription Price for its Tier as set out in Schedule A and identified on the Order Form.

9.2 Annual Price Adjustment. On each anniversary of the Effective Date during the Initial Term and each Renewal Term, the Monthly Subscription Price for each Tier set out in Schedule A increases by six percent (6%) (the “Annual Adjustment”). Customer pays the then-current price for its applicable Tier. The Annual Adjustment applies to subscription fees only and does not apply to Service Fees, Pass-Through Charges, the State Fee Management Charge, or taxes. No notice is required for an adjustment made under this Section.

9.3 Billing Frequency; Prepayment. Subscription fees are billed monthly in advance unless the Order Form specifies Annual Prepayment, in which case Customer prepays each contract year in advance and receives the annual prepayment discount stated on the Order Form.

9.4 Non-Refundable; Exceptions. Prepaid amounts are non-refundable except: (a) on termination by AvatarFleet under Section 10.6(c) or 10.6(d); or (b) as provided in Section 8.7.

9.5 Invoicing and Payment. Invoices are issued beginning on the Effective Date and are due net thirty (30) days. Payment is made electronically by ACH or credit card unless otherwise agreed in writing. Service Fees, Pass-Through Charges, and the State Fee Management Charge are billed monthly in arrears as incurred, regardless of any prepayment election.

9.6 Late Payment and Suspension. Undisputed amounts not paid when due accrue interest at one and one-half percent (1.5%) per month or the maximum permitted by law, whichever is less. If an undisputed amount remains unpaid more than thirty (30) days after written notice of non-payment, AvatarFleet may suspend Customer’s interactive access to the Platform until payment is received. Suspension does not affect Customer’s rights under Section 4.5.

9.7 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, excise, value-added, and similar taxes arising from the Services, including such taxes incurred by AvatarFleet from a Third-Party Provider, which are billed at cost.

9.8 Travel and On-Site Expenses. If Customer requests in-person or on-site meetings or services, Customer will reimburse reasonable travel and related expenses, subject to any per-person maximums stated on the Order Form.

10. Term and Termination

10.1 Initial Term. The Initial Term begins on the Effective Date and continues for twelve (12) months.

10.2 Renewal. The Agreement automatically renews for successive twelve (12) month Renewal Terms unless Customer gives written notice of non-renewal at least thirty (30) days, or AvatarFleet gives written notice of non-renewal at least sixty (60) days, before the end of the then-current term.

10.3 [Reserved.]

10.4 No Termination for Convenience. Customer may not terminate the Agreement for convenience during the Initial Term. Any discontinuation of Services before completion of the Initial Term constitutes an early termination subject to Section 11.4.

10.5 Termination for Cause. Either Party may terminate the Agreement on written notice if the other Party materially breaches the Agreement and fails to cure the breach within thirty (30) days after written notice describing it.

10.6 AvatarFleet Termination Rights. AvatarFleet may terminate the Agreement:

(a) under Section 10.5;

(b) immediately, without a cure period, if Customer (i) violates the Fair Credit Reporting Act, the Driver’s Privacy Protection Act, or comparable State law in connection with the Services, (ii) uses the Services in violation of law, (iii) subjects AvatarFleet personnel to threatening or abusive conduct, or (iv) fails to pay undisputed amounts within thirty (30) days after suspension under Section 9.6;

(d) on at least ninety (90) days’ written notice if AvatarFleet discontinues the Platform generally, in which case AvatarFleet will refund the unused portion of any prepaid fees on a pro-rata basis and Section 11.4 will not apply.

10.7 Effect of Termination. On termination or expiration: (a) Customer’s right to access the Platform ends; (b) Customer will pay all amounts accrued through the effective date of termination; (c) Sections 4.5 and 4.6 apply; and (d) the Sections identified in Section 10.8 survive.

10.8 Survival. Sections 1, 3, 4.1–4.3, 4.5, 4.6, 5, 6, 8.8, 9 (as to amounts accrued), 10.7, 10.8, 11.4, 12.3, 13, 14, 15, 16, 17, and 18 survive termination or expiration.

11. Professional Services

11.1 Scope. AvatarFleet may provide professional services, including the Managed Driver Qualification File (DQF) Transition, as identified on an Order Form. The scope, assumptions, dependencies, and exclusions applicable to a professional service are set out in the Statement of Work identified on that Order Form.

11.2 DQF Transition. The DQF Transition supports the transition of Customer’s driver qualification file documentation into DriverHub as the system of record, limited to record-keeping requirements under 49 C.F.R. Part 391. It establishes a baseline of documentation visibility. It does not include remediation, reconstruction, detailed document review, determination of regulatory compliance, or ongoing compliance management. Sections 3 and 4.6 apply to all professional services.

11.3 Fee Waiver. Where the Order Form states that professional services fees are waived against a term commitment, the waived amount (the “Waived Amount”) is stated on the Order Form and is amortized evenly over the Initial Term.

11.4 Early Termination Repayment. If the Agreement terminates before the end of the Initial Term for any reason other than AvatarFleet’s uncured material breach, AvatarFleet’s termination under Section 10.6(c) or 10.6(d), or AvatarFleet’s termination under Section 13.2, or if Customer gives notice of non-renewal effective before the end of the Initial Term, Customer will pay the unamortized portion of the Waived Amount as of the effective date of termination. This obligation does not apply to a non-renewal effective at or after the end of the Initial Term.

12. Representations and Warranties

12.1 Mutual. Each Party represents that it has the authority to enter into the Agreement and that the individual signing the Order Form is authorized to bind it.

12.2 Performance Warranty. AvatarFleet warrants that the Platform will perform materially in accordance with the Documentation. Customer’s exclusive remedy, and AvatarFleet’s entire liability, for breach of this warranty is for AvatarFleet to use commercially reasonable efforts to correct the non-conformity and, if AvatarFleet cannot do so within a reasonable period, to refund prepaid fees for the affected portion of the Services for the period of non-conformity.

12.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.2 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. AVATARFLEET DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. NO THIRD-PARTY SERVICE IS WARRANTED BY AVATARFLEET.

13. Indemnification

13.1 By AvatarFleet. AvatarFleet will defend Customer against third-party claims alleging that the Platform, as provided by AvatarFleet and used in accordance with the Agreement, infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will pay damages finally awarded or amounts in settlement approved by AvatarFleet.

13.2 Remedies and Exclusions. If the Platform becomes, or AvatarFleet believes it may become, the subject of a claim under Section 13.1, AvatarFleet may at its option modify the Platform, obtain a license permitting continued use, or terminate the affected Services and refund prepaid fees for the terminated portion. Section 13.1 does not apply to claims arising from Customer Content, Customer’s use in violation of the Agreement or law, modifications not made by AvatarFleet, combination with items not provided by AvatarFleet, or Third-Party Services. Sections 13.1 and 13.2 state AvatarFleet’s entire liability and Customer’s exclusive remedy for intellectual property infringement.

13.3 By Customer. Customer will defend AvatarFleet against third-party claims arising from Customer Content, Customer’s use of the Services in violation of the Agreement or applicable law, or Customer’s obligations under Section 8.8, and will pay damages finally awarded or amounts in settlement approved by Customer.

13.4 Procedure. The indemnified Party will promptly notify the indemnifying Party of the claim, give the indemnifying Party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party will not settle a claim in a manner that imposes liability or an admission on the indemnified Party without its consent, not to be unreasonably withheld. Failure to give prompt notice relieves the indemnifying Party of its obligations only to the extent it is prejudiced.

14. Limitation of Liability

14.1 Damages Waiver. Neither Party will be liable for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages, whether or not it was advised such damages were possible.

14.2 Liability Cap. Each Party’s total cumulative liability for all claims arising out of or relating to the Agreement will not exceed the total amounts paid or payable by Customer to AvatarFleet under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

14.3 Exceptions. Sections 14.1 and 14.2 do not apply to: (a) a Party’s indemnification obligations under Section 13; (b) breach of Section 16 (Confidentiality); (c) Customer’s obligation to pay amounts owed under the Agreement, including the Early Termination Repayment; (d) Customer’s obligations under Section 8.8; or (e) a Party’s gross negligence or willful misconduct.

14.4 Applicability. The limitations in this Section apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and survive the failure of any limited remedy of its essential purpose.

15. Claims Period

No action arising out of or relating to the Agreement may be commenced more than one (1) year after the date on which the cause of action accrued, except for an action to collect amounts owed under the Agreement.

16. Confidentiality

16.1 Obligations. Each Party will protect the other’s Confidential Information with at least reasonable care, will not use it except to perform under the Agreement, and will not disclose it except to employees, contractors, and advisors who have a need to know and are bound by comparable obligations. “Confidential Information” includes the terms and pricing of the Agreement, Customer Content, and AvatarFleet’s proprietary information.

16.2 Exclusions. Confidential Information does not include information that is or becomes public without breach, was rightfully known without obligation of confidence, is independently developed, or is rightfully received from a third party without restriction.

16.3 Required Disclosure. A Party may disclose Confidential Information as required by law or legal process, provided it gives reasonable advance notice where permitted.

16.4 Recruiting Information. All information relating to Customer’s employee recruiting efforts, including prospect identity, qualifications, recruiting methods, and specific statistics, is Customer’s Confidential Information, and AvatarFleet will not share or use it without Customer’s express permission. This Section does not restrict AvatarFleet’s use of Aggregated Data under Sections 4.2 and 4.3.

17. Dispute Resolution

17.1 Governing Law. The Agreement is governed by the laws of the State of Ohio, without regard to its conflict of laws principles.

17.2 Arbitration. Except as provided in Section 17.4, any dispute arising out of or relating to the Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single neutral arbitrator, seated in Summit County, Ohio. Hearings will be conducted by videoconference unless the Parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Class Action Waiver. Disputes will be arbitrated only on an individual basis. Neither Party may bring a claim as a plaintiff or class member in a class, collective, or representative proceeding, and the arbitrator may not consolidate claims or preside over any form of representative proceeding.

17.4 Exceptions. Either Party may bring an action in the state or federal courts located in Summit County, Ohio for (a) collection of amounts owed under the Agreement, or (b) injunctive or other equitable relief to protect its intellectual property or Confidential Information. Each Party consents to the jurisdiction of those courts for those purposes.

17.5 Fees. Each Party bears its own attorneys’ fees. AAA filing and administrative fees and arbitrator compensation are shared equally, except that the arbitrator may award fees and costs to the prevailing Party.

18. General

18.1 Entire Agreement; Order of Precedence. The Agreement is the entire agreement of the Parties with respect to its subject matter and supersedes all prior agreements and understandings. If there is any conflict among the documents comprising the Agreement, the following order of precedence controls, in descending order: (a) the Order Form, including Schedules and Exhibits attached to or expressly referenced in it; (b) any Statement of Work executed by both Parties; and (c) this MSA. No purchase order, vendor portal terms, invoice terms, or other document issued by Customer modifies the Agreement, and any additional or conflicting terms in such a document are void, notwithstanding AvatarFleet’s acknowledgement of or performance against it.

18.2 Versioning and Amendment. The Order Form identifies the version of this MSA that governs the Agreement. AvatarFleet may publish new versions of this MSA. A new version applies to the Agreement only at the commencement of a Renewal Term, and only if AvatarFleet gave Customer written notice of the new version at least sixty (60) days before that Renewal Term begins. If a new version would be materially adverse to Customer, Customer may elect not to renew by written notice given before the Renewal Term begins, and the version identified on the Order Form continues to govern through the end of the then-current term. Changes to Service Fees under Section 8.3, changes to Pass-Through Charges under Section 8.4, and changes AvatarFleet is required to make by applicable law or by a Third-Party Provider take effect on notice without amendment. Otherwise, the Agreement may be amended only by a writing signed by both Parties.

18.3 Assignment. Neither Party may assign the Agreement without the other’s prior written consent, except that either Party may assign it without consent to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, on notice to the other Party.

18.4 Notices. Notices must be in writing and sent to the addresses stated on the Order Form. Notices to AvatarFleet go to AvatarFleet, LLC, 1970 N. Cleveland-Massillon Road, Bath, Ohio 44210, Attention: Legal, with a copy to legal@avatarfleet.com. Notices are deemed received on delivery if hand-delivered or sent by overnight courier, three business days after mailing if sent by certified mail, or on the business day sent if sent by email with confirmation of delivery.

18.5 Force Majeure. Neither Party is liable for a failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control.

18.6 Independent Contractors. The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, or agency relationship.

18.7 Logo Rights. AvatarFleet may identify Customer as a customer and use Customer’s name and logo on its website and in sales materials. Customer may revoke this right on written notice.

18.8 Beta Features. Features identified as beta, preview, or early access are provided without warranty or support and may be discontinued at any time. Sections 12.2 and 13.1 do not apply to them.

18.9 No Third-Party Beneficiaries. The Agreement does not confer any rights on any person other than the Parties.

18.10 Severability; Waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the remainder of the Agreement stays in effect. A Party’s failure to enforce a provision is not a waiver of it.

18.11 Compliance with Laws. Each Party will comply with the laws applicable to its performance under the Agreement.

18.12 Counterparts; Electronic Signature. The Order Form may be executed in counterparts and delivered electronically. The Parties agree that electronic signatures and electronic records satisfy any requirement of a signature or a writing.

AvatarFleet Service Agreement