Effective Date: June 30, 2025
1.1 This End-User Agreement and Terms of Service is a binding contract between you, the individual who downloads, installs, accesses, or uses the TMAS, and DronaAIm Technologies, LLC, a Delaware limited liability company whose principal place of business is 1301 Solana Blvd., Bldg. 2, Ste. 2100, Westlake, Texas 76262.
1.2 By installing the TMAS, or otherwise using any portion of the TMAS and related services, websites, dashboards, application-program interfaces, documentation, and support resources (collectively, the “Services”), you represent that (a) you have read, understood, and agree to be bound by this Agreement and by our Privacy Policy, which is incorporated by reference, and (2) you are a Customer or an Authorized User.
1.3 You acknowledge that this Agreement is concluded solely between you and Provider and not with Apple or Google or any other third-party beneficiary. Apple and Google are third-party beneficiaries of this Agreement and, upon your acceptance, shall have the right to enforce it against you.
1.4 Your license is also limited by the usage rules set forth in the Apple Media Services Terms and Google Play Terms, which are incorporated by reference and control in the event of a conflict.
In this Agreement, the following capitalized terms have the meanings set forth below:
3.1 By agreeing to these Terms, by executing an Order Form, as part of the Pricing Schedule, or other contract that references these Terms, by purchasing Products, or by otherwise entering into an Order Form, as part of the Pricing Schedule, or other contract with Provider, a Provider reseller, or any other entity or individual for the purchase of Products or under which Products are made available to User, or by otherwise accessing and/or using the Products, whichever is the earlier, User accepts and agrees to be bound by these Terms. If User does not agree to these Terms or User is not an Authorized User, User shall not access or use the Products. If User is accessing and/or using the Products on behalf of a company (such as your employer) or other legal entity that is our Customer, User agrees to these Terms on behalf of such Customer, and User represent and warrant that it has the authority to bind such Customer to these Terms. Customer shall be bound as if it is the User. If User has entered a separate contract with Provider with respect to User’s purchase of Products or under which Products are made available to User, these Terms shall apply, provided that to the extent there is a conflict between such separate contract with DronaAIm and these Terms, such separate contract with Provider shall prevail. Unless User has first secured Provider’s written consent, User may not use the Products if User is a competitor of Provider.
3.2 Provider may modify the Terms at any time, in its sole discretion. If Provider does so, Provider will inform you by posting the modified Terms to the Services or its website or through other communications with you. It is important that you review the Terms whenever Provider modifies them because if you continue to use the Products after Provider has posted or otherwise informed you of the modified Terms, you are indicating to Provider that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not continue to use the Products.
4.1 To use the Services or TMAS, User must be (a) at least 18 years old and (b) either an authorized commercial driver, fleet employee, or named insured under a commercial auto policy that expressly requires use of the TMAS.
4.2 User must provide accurate, current, and complete registration information and keep that information up to date. User is solely responsible for all activity that occurs under its credentials and for maintaining the confidentiality of the Account Login Information.
4.3 User shall be solely responsible for administering and protecting its Account Login Information. User agrees to not provide access to the licensed Provider Software or Account Login Information to any unauthorized parties. User is solely responsible for monitoring and controlling access to the licensed Provider Software and maintaining the confidentiality of Account login information and any provided API tokens. In the event User becomes aware that the security of any Account Login Information has been compromised, User shall immediately notify Provider and de-activate such Account or change the Account’s login information. User may only use the licensed Provider Software strictly on behalf of Customer and subject to the terms and conditions applicable to Customer herein. Customer is responsible and liable for any breach by a User of User’s obligations under this Agreement.
Subject to the terms and conditions specified in these Terms or an applicable Order Form, as part of the Pricing Schedule, Provider grants User a non-sublicensable, non-exclusive, non-transferable, limited and revocable license to use and access the Provider Software (i) in accordance with the Documentation and Licensed Scope, (ii) for the functionality set forth in the Order Form, as part of the Pricing Schedule,, (iii) starting from the applicable License Start Date until the License Expiration Date set forth in such Order Form, as part of the Pricing Schedule, or the earlier termination of such Order Form, or these Terms. The Support Services and the Hosted Software SLA are included as part of the license grant and contingent upon a valid license. The Firmware license for each item of Hardware is contingent upon Customer purchasing and maintaining a valid license to the applicable Provider Software. For clarity, the license for Provider Software that is provided in conjunction with a Hardware unit is only valid for use with that Hardware unit, unless the Hardware unit is replaced pursuant to the Hardware Warranty Policy and RMA Policy. If User requires use of the Provider Software in a manner outside the Licensed Scope, Customer is required to purchase the applicable Provider Software licenses and if applicable install the applicable Hardware required to support the modified Licensed Scope. If Provider becomes aware that User or Customer is using Provider Software beyond the Licensed Scope, Provider reserves the right to charge Customer for the applicable Provider Software licenses that include such usage at the then-current list price, and Customer agrees to immediately pay such amounts. Provider reserves the right to audit User’s usage of Provider Software and to remove User’s access to Provider Software if User’s usage exceeds the Licensed Scope. Customer agrees to cooperate with such audits and provide access to relevant records. Overages may result in additional charges at current pricing.
User agrees not to do or attempt to do any of the following without Provider’s express prior written consent: (i) resell, white label, or reproduce the Products or any individual element within the Product, Provider’s name, any Provider trademark, logo or other proprietary information, or the layout and design of any part of the Product; (ii) access, tamper with, or use non-public areas of the Provider Software Systems; (iii) gain unauthorized access to, interfere with, disable, or disrupt the integrity or security of the Provider Software Systems; (iv) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented to protect the Provider Software Systems or enforce a contractual usage limit; (v) transfer, copy, modify, sublicense, lease, lend, rent or otherwise distribute the Provider Software to any third party; (vi) decipher, decompile, disassemble or reverse engineer any aspect of the Products, in whole or in part; (vii) impersonate or misrepresent an affiliation with any person or entity; (viii) use or access the Products for any competitive purpose; (ix) perform benchmark testing on the Products; (x) use the Products to store or transmit malicious code; (xi) use the Products to store, publish, submit/receive, upload/download, post, use, copy, or otherwise produce, transmit, or distribute infringing, libelous, defamatory, harassing, threatening, or otherwise unlawful or tortious material; or to store, publish, submit/receive, upload/download, post, use, copy, or otherwise produce, transmit, or distribute material in violation of third-party privacy rights; (xii) violate any applicable law or regulation; (xiii) use the Products in a way that violates Provider’s Acceptable Use policy set forth in Section 21.2, (xiv) use the Products in an unsupported country, or (xv) authorize, permit, encourage, or enable any other individual or entity to do any of the foregoing. Provider has the right to investigate violations of this Section or conduct that affects the Provider Software Systems and immediately suspend or terminate any or all of Customer’s access to the Provider Software if it reasonably suspects or determines that Customer has violated this Section. Customer agrees to indemnify, defend, and hold harmless Provider from and against all claims, actions, demands, and legal proceedings, and all liabilities, damages, demands, losses, claims, costs, fees (including legal fees), and expenses in connection with a violation of this Section 5 and any investigation related thereto. Provider reserves the right to limit or restrict Product access in unsupported countries. Provider may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
User is responsible for installation of the Hardware and ongoing maintenance of any Equipment, including but not limited to installation in accordance with any Equipment warranty. Depending on the User’s intended use of the Products, User may require professional installation of the Hardware or ongoing professional maintenance of any Equipment. If User is unable to install the Hardware or to conduct such ongoing maintenance, or if User is uncertain if it has the requisite skills and understanding, User agrees to consult with a qualified installer or maintenance professional. Improper installation of the Hardware or maintenance of the Equipment can lead to damage of such Equipment or dangerous or life-threatening conditions, which can cause property damage, bodily injury, and/or death. User may notify Provider if either it or Customer did not order the correct Hardware cables for Hardware installation.
8.1 User must operate any motor vehicle in compliance with applicable traffic laws. User must not interact with the TMAS while driving except through hands-free or mounted-device usage, as permitted by law.
8.2 User must not decompile, disassemble, reverse-engineer, translate, adapt, create derivative works from, or circumvent technological protection measures in the Services.
8.3 User must not copy, rent, lease, sell, sublicense, transfer, distribute, or publish the Services or any telematics scores except as this Agreement expressly allows.
8.4 User must not introduce viruses or malicious code, interfere with network infrastructure, or attempt to gain unauthorized access to any portion of the Services.
8.5 User must comply with all applicable third-party terms, including wireless carrier agreements, the Apple App Store Review Guidelines, and the Google Play Developer Program Policies.
9.1 When enabled, the TMAS automatically collects Telematics Data.
9.2 Provider processes Telematics Data through on-device and cloud-based analytics to create driving-risk scores, trip replays, and behavioral insights that may be shared with User’s or Customer’s insurance carrier, agent, or fleet operator as authorized by User or Customer.
9.3 By using the Services, User expressly consents to the collection, processing, storage, use, transfer, and disclosure of Telematics Data and other personal identification information or non-public information as described in our Privacy Policy, and you acknowledge that your data may be transferred to and processed in jurisdictions other than your own.
9.4 User may disable location or motion permissions through your device or in-app settings but doing so may impair or disable core functionality.
9.5 For iOS users, any data collection that Apple classifies as “tracking” is subject to your App Tracking Transparency choices presented at first launch; for Android users, the data practices summarized in the Google Play Data-Safety section of the store listing apply.
9.6 Provider maintains administrative, technical, and physical safeguards designed to protect your personal information, yet no security measure is infallible. PROVIDER EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES OF ABSOLUTE DATA-SECURITY.
9.7 The Services may send User transactional or marketing communications by email and, if User provides a valid mobile telephone number or in-app consent, by SMS or MMS text messages. User provides consent to the receipt of those emails and text messages by downloading the Application and accepting these Terms. User may opt out of marketing emails at any time by using the “unsubscribe” link included in each message, and User may opt out of marketing text messages at any time by replying “STOP.” Transactional or legally required notices will continue as permitted by law.
9.8 Continuous use of GPS and motion sensors in the background may significantly decrease battery life, and User acknowledges that Provider is not liable for any battery depletion resulting from User’s use of the Services.
9.9 Automated models generate driving-risk scores, trip analyses, and any other analytics output may be inaccurate, incomplete, or affected by external conditions; User accepts all such outputs strictly “AS-IS” without warranty of correctness or suitability for any purpose.
9.10 Provider has no obligation to store Telematics Data after it has been processed and may delete it at any time without notice.
9.11 Customer jointly with the Provider retains all rights, title, and interest in and to the Telematics Data and other information provided to the Services. Provider shall process such data to perform, maintain, and improve the Services in accordance with this Agreement and the Privacy Policy.
10.1 The Services may be offered on a free, freemium, or paid subscription basis. Revised subscription pricing takes effect (i) immediately for new Users and (ii) upon the next renewal term for existing Users, unless otherwise required by applicable app-store rules.
10.2 Subscription fees are non-refundable except where refunds are required by law or by the applicable app store rules. If Customer or User purchased the TMAS for a fee and it fails to conform to an applicable warranty, User may notify Apple, Google, or the other platform in which Customer or User acquired the application to request a refund of the purchase price to the maximum extent permitted by law; all other warranty obligations rest solely with Provider.
10.3 If User is responsible for subscription fees, User authorizes Provider or its payment processor to charge all sums to the payment method that User provides, including any applicable taxes and governmental fees.
11.1 The driving-risk scores, coaching tips, and analytics that the Services generate are provided solely for informational purposes.
11.2 Provider is not an insurance carrier, insurance broker, lawyer, or financial advisor, and the Services do not constitute legal, insurance, or financial advice or a promise of coverage, premium, or claim outcome.
11.3 User remains solely responsible for its driving behavior and obtaining appropriate professional advice when necessary.
11.4 If User or Customer provides suggestions, comments, ideas relating to the Services or if Provider learns from User’s use of the Services —such as through, but not limited to, engagement patterns, usage data, or support interactions (collectively, “Feedback”), Provider may use such Feedback without restriction, and User grants Provider a perpetual, irrevocable, worldwide, royalty-free license to incorporate and commercialize the Feedback.
12.1 Payment. Payment and billing terms are set forth in the Order Form, as part of the Pricing Schedule. Unless otherwise set forth in the applicable Order Form, as part of the Pricing Schedule, (i) fees are payable by wire transfer; (ii) all transfers are subject to a processing fee up to 3%, subject to applicable law, unless the wire transfer is initiated by Provider via ACH, in which case the processing fee will be waived; (iii) late payments are subject to a 1.5% per month late fee; and (iv) if license payments are delinquent by 30 days, Provider may suspend the Service until late payments are remitted. Further, unless otherwise set forth herein or in the applicable Order Form, as part of the Pricing Schedule, all payments made to Provider under an Order Form, as part of the Pricing Schedule, are non-refundable. Provider may submit Customer’s or User’s, as applicable, contact information and information related to the timeliness of Customer’s or User’s payments to credit rating, credit reporting, or similar agencies. If Customer or User, as applicable, makes a payment without specifying to which invoice it applies, Provider reserves the right to apply such payment to any outstanding Customer or User invoice(s). Customer or User, as applicable, is responsible for all payments of applicable taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”), however designated or incurred under these Terms. If Provider has the legal obligation to pay or collect Taxes for which Customer or User is responsible under this section, Provider will invoice the responsible party, and such party shall reimburse Provider for any taxes paid or payable on such party’s behalf. Unless required by applicable law, Provider will not provide retroactive Tax refunds or credits to Customer or User. Subject to applicable legal requirements, any Tax refund or credits shall be at Provider’s sole discretion, and Provider reserves the right to charge the Customer or User reasonable fees and costs associated with processing such Tax refund or credit.
12.2 Shipment and Delivery. All shipments are FOB (2010) Origin, Freight Prepaid and Charged Back. Customer is solely responsible for confirming that each “Ship To” delivery address set forth in an Order Form, as part of the Pricing Schedule, is accurate, is in a country for which Provider supports direct sales, and that any individual accepting delivery at that address is authorized to do so on Customer’s behalf. Provider shall have no obligation to ship Products to any unsupported countries. Provider may ship Hardware under an Order Form, as part of the Pricing Schedule, subject to a schedule as mutually agreed between the Parties or as determined by Provider. If Hardware under an Order Form, as part of the Pricing Schedule, is shipped in multiple shipments, the Provider Software license term associated with Hardware shipped after the initial shipment will be set to expire on the same date as the Provider Software license term associated with Hardware shipped in the initial shipment. The total cost of the Provider Software licenses associated with such Hardware shipped after the initial shipment will be pro-rated based on their actual license term, rounded up to the nearest month, as compared to the full Provider Software license term under such Order Form. Certain payment amounts set forth in an Order Form, as part of the Pricing Schedule, assume that all Hardware under such Order Form, is shipped at the same time and are subject to potential reduction by Provider based on the actual schedule of Hardware shipment.
13.1 Provider may develop and deploy patches, fixes, updates, upgrades, or new versions of the Services at any time and without additional notice.
13.2 User consents to receive and install Updates automatically and understands that the Services may not function properly if User disables or delays required Updates.
13.3 Features identified as beta, preview, or experimental may be modified, suspended, or discontinued at Provider’s sole discretion without liability.
14.1 The Services may incorporate or interoperate with third-party applications, devices, software development kits, maps, analytics tools, or open-source libraries.
14.2 Provider may engage third-party service providers to deliver certain features of the Services, including cloud hosting, analytics, and communications.
14.3 Provider does not control and is not responsible for third-party materials or third-party privacy and security practices. Provider expressly disclaims any liability arising from your interactions with or reliance on any third-party websites, emergency service providers, or advertisers that may be accessed through or referenced by the Services. Your use of any third-party component is subject to that third party’s license terms and privacy policy.
15.1 User may terminate this Agreement at any time by uninstalling the TMAS and ceasing all use of the Services.
15.2 Provider may suspend or terminate this Agreement or any part of the Services immediately and without prior notice if we believe you have breached any provision or if such action is required by law, a governmental authority, or a platform provider.
15.3 Upon termination, the license granted in Section 3 automatically terminates, and you must delete all copies of the TMAS in your possession. Sections 5 through 13 and Sections 15 through 25 survive termination.
16.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW (INCLUDING THE TEXAS DECEPTIVE TRADE PRACTICES ACT, IF APPLICABLE), THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, AND PROVIDER EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
16.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM PROVIDER OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
16.3 THE SERVICES MAY RELY ON THIRD-PARTY SENSORS, NETWORK CONDITIONS, GPS, AND ALGORITHMIC MODELS. USER ACKNOWLEDGES THAT DATA ACCURACY MAY VARY, AND PROVIDER DISCLAIMS ANY WARRANTY REGARDING THE CORRECTNESS, COMPLETENESS, OR FITNESS OF THE DATA OR ANALYTICS FOR ANY PARTICULAR PURPOSE.
17.1 TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR ANY LOSS OF PROFITS, REVENUES, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES. THE FOREGOING WAIVER APPLIES TO PROPERTY DAMAGE AND PERSONAL INJURY CLAIMS TO THE EXTENT ALLOWED BY LAW.
17.2 PROVIDER’S TOTAL CUMULATIVE LIABILITY TO USER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF TEN U.S. DOLLARS (US $10) OR THE AMOUNT USER PAID IN THE PRECEDING THREE MONTHS, AND IN NO EVENT INCLUDE STATUTORY DAMAGES FOR DATA-PRIVACY OR BIOMETRICS CLAIMS.
17.3 Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, these limitations apply to the greatest extent permitted by law.
User will indemnify, defend, and hold harmless Provider from all liabilities, losses, and costs of any kind (including first-party damages, investigation costs, and attorneys’ fees) arising out of or related to User’s breach of this Agreement, User’s misuse of the Services, User’s driving conduct or traffic violations recorded by the TMAS, or User’s violation of any applicable law or third-party right.
19.1 User must first attempt to resolve any dispute with Provider informally by sending a written notice of the dispute to legal@dronaaim.ai and allowing sixty (60) days for resolution.
19.2 If the dispute is not resolved within that time, either party may elect binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules.
19.3 USER WAIVES THE RIGHT TO TRIAL BY JURY AND AGREE THAT ALL DISPUTES MUST BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
19.4 If arbitration is elected, the arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding (including any Private Attorney General Act action).
19.6 This Agreement, and any dispute arising under or in any way relating to this Agreement, are governed by the laws of the State of Texas, exclusive of conflict-of-laws principles, and any claims not submitted to arbitration shall be litigated exclusively in the state or federal courts located in Tarrant County, Texas.
20.1 California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Boulevard, Suite N112, Sacramento, California 95834, or by telephone at (800) 952-5210.
20.2 Additional consumer rights may apply under the laws of other states. To the extent required by such laws, notice of such rights is incorporated into this Agreement as if fully set forth herein. Nothing in this Agreement is intended to limit any non-waivable rights relating to any such laws.
21.1 User must not use or otherwise export or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were legally obtained.
21.2 User represents that it is not located in any country subject to a U.S. Government embargo and are not listed on any U.S. Government list of prohibited or restricted parties.
22.1 The TMAS and related documentation are “commercial items” as that term is defined in 48 C.F.R. § 2.101 and consist of “commercial computer software” and “commercial computer software documentation.” Government end-users acquire the Services with only those rights set forth in this Agreement.
23.1 Provider provides sole maintenance and support for the Services, and Apple and Google are not obligated to furnish any such services.
23.2 Provider, not Apple or Google, is responsible for addressing any product liability, consumer protection, or legal or regulatory compliance claims regarding the Services without limiting the disclaimers in Section 11.
23.3 Provider, not Apple or Google, is responsible for the investigation, defense, settlement, and discharge of any claim that the Services or User’s possession and use of the Services infringe any third-party intellectual property right.
23.4 When using the Services, you must comply with any applicable third-party terms of the agreement, including User’s wireless data service agreement.
23.5 Apple, Apple’s subsidiaries, Google, and Google’s affiliates are third-party beneficiaries of this Agreement, and upon your acceptance, each of them shall have the right to enforce this Agreement against User as a third-party beneficiary.
24.1 Provider may modify this Agreement at any time by posting the amended Agreement in the TMAS or on our website and updating the “Effective Date” above.
24.2 User’s continued use of the Services after the effective date of the amended Agreement constitutes acceptance of the amended terms. If User does not accept the amended terms, User must discontinue use of the Services and uninstall the TMAS.
25.1 If any provision of this Agreement is found unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be severed, and the remaining provisions shall remain in full force and effect.
25.2 No waiver by Provider of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
26.1 User may not assign, delegate, or transfer this Agreement, by operation of law or otherwise, without Provider’s prior express written consent.
26.2 Provider may assign this Agreement freely and without restriction.
27.1 Nothing in this Agreement creates or shall be construed to create any partnership, joint venture, agency, fiduciary, or other employment relationship between User and Provider.
28.1 Provider shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, public-utility failures, acts of civil or military authorities, acts of terrorism, cyber-attacks, cloud-platform failures, supply-chain disruptions, labor disputes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
29.1 This Agreement, along with the Privacy Policy and any supplemental terms accompanying the Services, constitutes the entire agreement between User and Provider with respect to the Services and supersedes all prior or contemporaneous oral or written agreements regarding the same subject matter.
30.1 All questions, complaints, and claims regarding the Services shall be directed to:
DronaAIm Technologies, LLC
Attention: Legal Department
1301 Solana Blvd., Bldg. 2, Ste. 2100
Westlake, Texas 76262
Email: legal@dronaaim.ai