1. Introduction

A. Purpose

The mission of FleetLeads is to create a community of fleet operators and suppliers working to implement environmentally friendly technologies. FleetLeads is a for-profit platform owned and operated by Havill & Company, Inc. By registering for or using FleetLeads you are entering into a legally binding agreement with Havill & Company, Inc.

B. Scope and Intent

These Terms of Use and our Privacy Policy apply to you and your use of FleetLeads. By registering as a user or otherwise using the Services, you accept and agree to be bound by these Terms of Use and the Privacy Policy, as updated from time to time.

2. Your Obligations

A. Applicable Laws and This Agreement

You must comply with all applicable laws and this agreement when using the Services. You may only use the Services as permitted by law, including applicable export and re-export control laws and regulations.

B. License and Warranty for Your Submissions

By submitting information to FleetLeads, you grant FleetLeads a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize such information in any way now known or in the future.

C. Service Eligibility

To be eligible to use the Services you must meet the following criteria and represent and warrant that you: (1) are at least 16 years of age; (2) are not currently restricted from the Services; (3) will only maintain one account at any given time; (4) have full power and authority to enter into this agreement.

D. Sign-In Credentials

You agree to keep your password confidential and will be responsible for all use of your account and password. You agree to notify FleetLeads of any unauthorized use of your account. FleetLeads reserves the right to terminate your account if you violate any of the rules of this agreement.

E. Indemnification

You agree to indemnify, defend and hold harmless Havill & Company and its officers, directors, employees, agents, and licensors from and against all losses, expenses, damages and costs arising out of any violation of this agreement, your submissions, or your use of the Services.

F. Payment

You agree to pay all fees for fee-based Services, including applicable taxes. Subscription fees are non-refundable and will automatically renew unless you cancel prior to the renewal date.

G. Notify Us of Acts Contrary to This Agreement

You agree to provide FleetLeads with at least 30 days' written notice before taking any action contrary to this agreement. Notice must be provided in writing to Havill & Company, Inc.

H. Notifications and Service Messages

FleetLeads will contact you via email or through notices posted on the website regarding your account and Services. You agree to receive such communications.

I. FleetLeads Applications

By importing data into FleetLeads, you represent that you have the authority to do so. You must keep your information current and accurate.

J. User-to-User Communication and Sharing

FleetLeads cannot guarantee that other users will not use ideas and information you share on the platform. Please be thoughtful about what you share and with whom.

K. Privacy

You should read our Privacy Policy carefully. Your use of the Services constitutes acceptance of our Privacy Policy, which is incorporated into these Terms of Use.

L. Export Control

You warrant that you are not located in, under the control of, or a national or resident of any country prohibited from receiving U.S. exports, and that you will comply with all applicable export regulations.

M. Contributions to FleetLeads

Any suggestions, ideas, or feedback you provide to FleetLeads become the property of Havill & Company with no obligation of confidentiality or compensation to you.

3. Your Rights

FleetLeads grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services via standard web browsers. This license does not include the right to scrape, data mine, or otherwise extract data from the Services by automated means.

4. Our Rights and Obligations

A. Services Availability

We may modify, replace, refuse access to, suspend, or discontinue FleetLeads, partially or entirely, or change and modify prices for all or part of the Services at our sole discretion. All of these changes shall be effective upon posting to the website.

B. Third-Party Sites

FleetLeads is not responsible for the content or practices of third-party websites linked from the Services. Users access such sites at their own risk.

C. Inclusion of Company Information

FleetLeads may display publicly available information about companies without their prior consent. If you believe information is inaccurate, please contact us.

D. Disclosure of User Information

FleetLeads may disclose user information when required by law, legal process, or to protect the rights, property, or safety of FleetLeads, its users, or the public.

E. Interactions with Other Users

You are solely responsible for your interactions with other users. FleetLeads may, but is not obligated to, monitor or restrict interactions between users.

F. Advertising and Sponsorship

FleetLeads may display advertisements and sponsored content. FleetLeads is not liable for any interactions between users and advertisers.

5. Disclaimer

FLEETLEADS DOES NOT CONTROL OR VET USER-GENERATED CONTENT FOR ACCURACY, AND WE DO NOT GUARANTEE THE ACCURACY, INTEGRITY, OR QUALITY OF ANY CONTENT ON THE SERVICES. FLEETLEADS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

6. Limitation of Liability

IN NO EVENT SHALL FLEETLEADS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES. THE MAXIMUM LIABILITY OF FLEETLEADS TO YOU FOR ANY CLAIM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO FLEETLEADS IN THE MOST RECENT ONE-MONTH PERIOD, OR (B) $100.

7. Termination

A. Mutual Rights of Termination

You may terminate this agreement at any time by closing your account. FleetLeads may terminate your access to the Services for any reason, with or without notice, effective immediately.

B. Misuse of the Services

FleetLeads reserves the right to terminate accounts for abuse, false profiles, intellectual property infringement, or other violations of these Terms.

C. Effect of Termination

Upon termination, you will lose access to the Services immediately. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, warranty disclaimers, indemnity, and limitations of liability.

8. Dispute Resolution

A. Law and Forum

These Terms and any dispute arising hereunder shall be governed by the laws of the State of Ohio. Any dispute shall be resolved in the courts of Ohio, and you hereby consent to the personal jurisdiction of such courts.

B. Arbitration Option

For claims under $10,000, either party may elect binding non-appearance-based arbitration conducted by telephone, online, or based solely on written submissions. The arbitrator's award shall be final and may be entered as a judgment in any court of competent jurisdiction.

9. General Terms

A. Severability

If any provision of these Terms is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

B. Language

The English language version of these Terms shall govern and control over any translation.

C. Notices and Service of Process

Notices to FleetLeads may be provided by posting on the website or mailing to Havill & Company, Inc., Toledo, Ohio. Notices to you shall be provided via email or website posting.

D. Entire Agreement

These Terms of Use, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between you and FleetLeads regarding the Services.

E. Amendments to This Agreement

FleetLeads may modify these Terms at any time by posting revised Terms on the website. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.

F. No Informal Waivers

Any failure by FleetLeads to enforce any provision of these Terms shall not constitute a waiver of its right to do so in the future. Any binding modification of these Terms by FleetLeads requires hand-signed documentation by an authorized officer.

G. No Injunctive Relief

You agree that you will not seek injunctive or other equitable relief to restrain the operation or modification of the Services.

H. Beneficiaries

Havill & Company, Inc. may enforce these Terms directly as a third-party beneficiary.

I. Assignment and Delegation

You may not assign your rights or delegate your obligations under these Terms without our prior written consent. FleetLeads may freely assign its rights and obligations.

J. Potential Other Rights and Obligations

Users outside the United States may have additional rights or obligations under local law that are not superseded by these Terms.

10. FleetLeads User "Dos" and "Don'ts"

A. Do

• Comply with all applicable laws and regulations
• Provide accurate and current information
• Review and comply with FleetLeads policies
• Use the Services in a professional manner

B. Don't

• Impersonate others or create false profiles
• Post unlawful, harassing, or defamatory content
• Scrape or harvest data from the Services by automated means
• Use FleetLeads data to compete against FleetLeads
• Use bots, scripts, or other automated access methods
• Infringe any intellectual property rights
• Share your account credentials with others

11. Just to Be Clear

Havill & Company draws on reliable sources but cannot guarantee the accuracy of all information on the platform. Users release Havill & Company from liability claims related to reliance on information found on FleetLeads.

12. Complaints Regarding Content Posted

B. DMCA Notice

Users alleging copyright infringement must provide a detailed written notice including: (1) a physical or electronic signature of the copyright owner; (2) identification of the copyrighted work claimed to be infringed; (3) identification of the infringing material and its location; (4) contact information; (5) a statement of good faith belief; and (6) a statement of accuracy under penalty of perjury. Send DMCA notices to Havill & Company, Inc.

1. Definitions

"Data" refers to lists or databases containing contact or fleet information provided under this Agreement. "Permitted Purpose" means typical direct business-to-business marketing activities.

2. Grant of License

2.1 Limited License

FleetLeads grants you a non-exclusive, non-transferable license to use the Data solely for the Permitted Purpose.

2.2 Authorized Users

Officers, employees, and agents of your organization may access the Data subject to confidentiality obligations no less restrictive than those in this Agreement.

3. Restrictions on Use

3.1 No Unauthorized Distribution

You may not sell, transfer, sublicense, or otherwise distribute the Data to any third party.

3.2 No Reverse Engineering

You may not disassemble, decompile, or otherwise attempt to discover the underlying structure or source of the Data.

3.3 Compliance With Laws

You must comply with all applicable laws including privacy regulations, CAN-SPAM, and TCPA when using the Data.

3.4 Data Scrubbing and Suppression

You must apply all required suppression lists and honor do-not-contact requests when using the Data for marketing purposes.

3.5 Usage Limitations

Data is licensed for unlimited use for the period of one year from the date of purchase. After one year, you must destroy all copies or renew your license.

3.6 Prohibited Purposes

The Data may not be used for credit or insurance underwriting, debt collection, or any activity governed by the Fair Credit Reporting Act.

4. Term and Termination

4.1 Term

This Agreement begins on the Effective Date and continues for the duration specified in your order form, unless terminated earlier.

4.2 Termination for Convenience

Either party may terminate this Agreement for convenience. FleetLeads may terminate your license at any time.

4.3 Termination for Breach

FleetLeads may immediately terminate this Agreement upon any material breach by you.

4.4 Effect of Termination

Upon termination, you must immediately cease all use of the Data, destroy all copies, and provide written certification of such destruction upon request.

5. Payment Terms

5.1 Fees

You agree to pay all fees as specified in the applicable invoice or order form, typically before delivery of Data.

5.2 Late Payments

Unpaid invoices accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less.

5.3 Taxes

You are responsible for all sales, use, VAT, and other applicable taxes arising from your use of the Data.

6. Data Quality and Disclaimer

6.1 No Warranty as to Accuracy

FleetLeads does not guarantee that the Data will be error-free, complete, or current. The Data is provided "as is" without warranty of any kind.

6.2 No Warranty of Results

FleetLeads makes no guarantee of any particular outcome, sales results, or leads from your use of the Data.

6.3 Disclaimer of Warranties

ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

6.4 Additional Compliance Notice

The Data is intended for B2B outreach only. Any personal information contained in the Data must be handled in accordance with applicable privacy regulations.

7. Limitation of Liability

7.1 Exclusion of Certain Damages

FleetLeads shall not be liable for any indirect, consequential, incidental, special, or punitive damages arising from your use of the Data.

7.2 Aggregate Liability

FleetLeads' total liability under this Agreement shall not exceed the amount paid by you for the Data giving rise to the claim.

8. Indemnification

You agree to defend, indemnify, and hold harmless FleetLeads and Havill & Company from any claims, damages, or expenses arising from your misuse of the Data, breach of this Agreement, or violation of applicable law.

9. Confidentiality

9.1 Obligations

Both parties agree to maintain the confidentiality of each other's confidential information and not to disclose it to third parties without prior written consent.

9.2 Exceptions

Confidentiality obligations do not apply to information that is publicly available, previously known to the receiving party, lawfully received from a third party, or independently developed.

10. Compliance With Laws

10.1 Applicable Laws

You must comply with all federal, state, local, and international laws governing privacy and marketing when using the Data.

10.2 Data Protection and Privacy

You must implement reasonable security measures to protect the Data and must not merge it with other data in ways that would violate privacy laws.

10.3 International Compliance

If you use the Data to target individuals in other jurisdictions, you are responsible for ensuring compliance with GDPR and other applicable local regulations.

10.4 No Use for Consumer Credit

The Data may not be used for credit, insurance, or employment decisions governed by the Fair Credit Reporting Act.

11. Audit Rights

FleetLeads reserves the right, upon reasonable notice, to audit your use of the Data to ensure compliance with this Agreement. You agree to cooperate with any such audit.

12. Miscellaneous

12.1 Governing Law

This Agreement is governed by the laws of the State of Ohio without regard to conflict of laws principles.

12.2 Dispute Resolution

Disputes shall first be resolved by good-faith negotiation. Unresolved disputes shall be submitted to courts of competent jurisdiction in Ohio.

12.3 Force Majeure

Neither party shall be liable for delays or failures caused by circumstances beyond their reasonable control.

12.4 Assignment

You may not assign your rights under this Agreement without prior written consent from FleetLeads. Any unauthorized assignment is void.

12.5 Entire Agreement

This Agreement, together with any applicable order form or invoice, constitutes the entire agreement between the parties regarding the Data.

12.6 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

12.7 No Waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce that provision in the future.

12.8 Notices

Written notices under this Agreement are effective when delivered by hand, overnight courier, or confirmed email to the address on file.