End User License Agreement

This End User License Agreement ("EULA" or "Agreement") is a binding contract between you, individually and on behalf of the entity you represent ("Customer" or "you"), and Oil To Go, LLC, an Iowa limited liability company doing business as Mobile Service Sync ("Mobile Service Sync," "we," "us," or "our"). It governs your access to and use of the Mobile Service Sync hosted CRM application, related APIs, mobile applications, customer-facing portals, and any other software or services we make available under the Mobile Service Sync brand (collectively, the "Service").

By creating an account, clicking a box indicating acceptance, signing an order form that references this EULA, or accessing or using the Service, you agree to be bound by this EULA and by our Privacy Policy. If you are accepting on behalf of a business, you represent that you have authority to bind that business. If you do not have authority, or if you do not agree, do not use the Service.

• Authorized User. An individual you authorize to use the Service on your behalf, such as an owner, dispatcher, technician, or office staff member. Each Authorized User must have their own credentials and may not share them.
• Customer Data. Information you, your Authorized Users, or your end customers submit to or generate through the Service, including customer records, vehicles, work orders, invoices, photos, notes, and contact details.
• Documentation. The user guides, knowledge base articles, and help materials we publish at docs.mobileservicesync.com or otherwise make available.
• Order Form. A subscription order, online plan selection, or written agreement that identifies the plan, term, seat count, and fees applicable to your subscription.
• Subscription Term. The period during which you are licensed to access the Service, beginning on the start date shown on your Order Form (or the date you first accept this EULA, if no Order Form exists) and continuing until the end of your then-current billing period.

Subject to your compliance with this EULA and timely payment of all applicable fees, Mobile Service Sync grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to (a) access and use the Service for your internal business operations, and (b) permit your Authorized Users to do the same. The Service is licensed, not sold.

You will not, and will not permit any Authorized User or third party to:

• copy, modify, translate, or create derivative works of the Service or any portion of it;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Service, except to the extent that applicable law expressly permits despite this prohibition;
• rent, lease, lend, sell, sublicense, distribute, time-share, or offer the Service as a service bureau to any third party;
• remove, alter, or obscure any proprietary notices on the Service;
• use the Service to build a competing product, to benchmark against a competing product, or to copy any features, functions, or user interface elements of the Service;
• use the Service to send unsolicited messages, store or transmit malware, conduct security probes, or interfere with the integrity or performance of the Service or the data it contains; or
• use the Service in violation of any applicable law, including telemarketing, anti-spam, consumer-protection, or data-privacy laws.

You are responsible for the activities of every Authorized User and for the security of all credentials issued under your account. You will (a) require each Authorized User to keep their credentials confidential, (b) promptly disable credentials when an Authorized User leaves your business, and (c) notify us at security@mobileservicesync.com of any suspected unauthorized access. You may be billed for the seats provisioned to your account regardless of whether each seat is actively used.

Ownership. As between the parties, you own all Customer Data. You grant Mobile Service Sync a non-exclusive, worldwide license to host, copy, transmit, display, and process Customer Data solely as needed to provide and improve the Service, prevent or address service issues, comply with law, and enforce this EULA.

Your responsibilities. You represent and warrant that you have all rights, consents, and notices necessary to submit Customer Data to the Service and to authorize our processing of it. You are responsible for the accuracy, quality, and legality of Customer Data and for the means by which you acquired it, including obtaining required consents from your end customers (e.g., for SMS messaging, email marketing, geolocation tracking, or photos).

Aggregated data. We may generate de-identified, aggregated statistics from the Service (e.g., average jobs per truck, route density, feature-usage metrics) and use them for any lawful purpose, including improving the Service. Aggregated data does not identify you or any individual.

Fees, billing frequency, seat counts, and any included usage allowances are set out on your Order Form or on the plan you select in the Service. Unless your Order Form says otherwise: (a) fees are billed monthly in advance and are non-refundable; (b) overages or add-ons are billed in arrears for the period in which they were incurred; (c) prices are in U.S. dollars and exclude taxes, which you are responsible for; and (d) we may change prices for renewal terms by giving you at least thirty (30) days' notice before your next renewal.

You authorize us, or our payment processor, to charge your designated payment method for all amounts due. If a charge fails or your account is more than fifteen (15) days past due, we may suspend the Service until payment is received. Reactivation of a suspended account may require payment of all outstanding amounts plus a reactivation fee.

From time to time we may offer free trials or label features as "beta," "preview," or "early access." Trial and beta features are provided AS-IS, may be modified or withdrawn at any time, are not covered by any service-level commitments, and may be excluded from indemnification. Anything you submit during a trial or beta is Customer Data subject to this EULA, but we may not be able to retain it once the trial or beta ends.

The Service integrates with third-party services such as QuickBooks Online, Mapbox, Stripe, Rainforest, Twilio, Clerk, Resend, PartsTech, and others ("Third-Party Services"). Use of a Third-Party Service is governed by that provider's own terms and privacy policy, and your use of it through the Service is at your own risk. Mobile Service Sync is not responsible for the acts, omissions, fees, content, accuracy, or availability of any Third-Party Service. If a Third-Party Service changes its API, fees, or terms, we may modify or discontinue the related integration.

By creating an account, you agree to receive transactional electronic communications from us about your account, including service notices, billing reminders, security alerts, and support messages. You may also opt in to receive product updates and marketing messages by email or SMS; you can opt out of marketing communications at any time by replying STOP to a text message, clicking the unsubscribe link in an email, or contacting support@mobileservicesync.com.

You acknowledge that messages your Authorized Users send through the Service to your end customers (such as appointment reminders, on-the-way alerts, or marketing campaigns) are sent on your behalf, and that you are the "sender" for purposes of the Telephone Consumer Protection Act, the CAN-SPAM Act, and similar laws. You will obtain and retain documented consent from each recipient before sending and will honor opt-out requests promptly.

You may not use the Service to:

• violate any law, regulation, or third-party right, including intellectual-property, privacy, publicity, contract, or tort rights;
• transmit content that is unlawful, defamatory, harassing, threatening, obscene, or that exploits minors;
• upload or transmit viruses, worms, Trojan horses, ransomware, or other malicious code;
• probe, scan, or test the vulnerability of the Service, or attempt to defeat any access control, rate limit, or authentication mechanism;
• impersonate any person or entity or misrepresent your affiliation with anyone; or
• process protected health information (PHI), payment card data outside our PCI-compliant integrations, or sensitive personal information beyond what the Service is intended to handle.

We may suspend access to any account engaged in conduct that violates this section, with or without notice, until the conduct is cured.

Mobile Service Sync and our licensors retain all right, title, and interest in and to the Service, including all software, features, designs, trademarks, logos, and Documentation, and including all improvements and enhancements. No rights are granted to you other than the limited license expressly granted in Section 3. If you submit feedback, suggestions, or feature requests, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use them without restriction or attribution.

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential. The receiving party will (a) protect Confidential Information using at least the same care it uses to protect its own confidential information, but no less than a reasonable degree of care, (b) use it only to perform under this EULA, and (c) disclose it only to employees, contractors, or advisors who have a need to know and are bound by similar confidentiality obligations. This section does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, is independently developed, or must be disclosed under law (with prompt notice where permitted).

We implement reasonable administrative, physical, and technical safeguards designed to protect Customer Data, including encryption in transit, access controls, and routine backups. No system is perfectly secure, however, and we do not guarantee that Customer Data will not be accessed, altered, or destroyed by unauthorized persons. You are responsible for maintaining your own backups of any Customer Data critical to your business and for the security of your Authorized Users' devices and credentials.

We work to keep the Service available, but we do not guarantee any specific uptime unless an explicit service-level agreement is signed with us. The Service may be temporarily unavailable for scheduled maintenance, emergency maintenance, or causes outside our reasonable control. We will use commercially reasonable efforts to notify you in advance of scheduled downtime that we expect to materially affect your use.

EXCEPT AS EXPRESSLY STATED IN THIS EULA, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOBILE SERVICE SYNC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

You will defend, indemnify, and hold harmless Mobile Service Sync, its affiliates, and their officers, directors, employees, and agents from and against any third-party claim, loss, damage, liability, fine, or expense (including reasonable attorneys' fees) arising out of or related to (a) Customer Data, including any allegation that Customer Data infringes a third party's rights or violates law, (b) your or any Authorized User's use of the Service in breach of this EULA, (c) messages you send through the Service to end customers (including any TCPA, CAN-SPAM, CASL, or similar claim), or (d) your products, services, or business operations.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOBILE SERVICE SYNC AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS EULA OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO MOBILE SERVICE SYNC FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

This EULA begins when you first accept it and continues until your subscription ends. Either party may terminate for the other party's material breach if the breach is not cured within thirty (30) days after written notice. We may suspend or terminate your access immediately for non-payment, for conduct that violates Section 4 (Restrictions) or Section 11 (Acceptable Use), or as required to comply with law.

On termination: (a) your right to access the Service ends; (b) all fees accrued before termination remain payable; (c) for thirty (30) days after termination we will, on your written request, make Customer Data available for export in a commercially reasonable format; and (d) after that thirty-day window we may delete Customer Data from active systems, although residual copies may persist in backups for up to ninety (90) days before being overwritten. Sections 4, 6, 12 through 18, and 20 through 24 survive termination.

Modifications to the Service. We may add, change, or remove features at any time. We will not materially reduce the core functionality of a paid plan during a billing period; if we do, your sole remedy is to terminate the affected subscription and receive a pro-rata refund of pre-paid, unused fees.

Modifications to this EULA. We may update this EULA from time to time. If a change is material, we will give you at least thirty (30) days' advance notice by email or in-app notice before it takes effect. Continued use of the Service after the effective date constitutes acceptance of the revised EULA. If you do not agree to a material change, you may terminate your subscription before the change takes effect and receive a pro-rata refund of pre-paid, unused fees.

This EULA is governed by the laws of the State of Iowa, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 22 (Dispute Resolution), any action arising out of or relating to this EULA or the Service must be brought exclusively in the state or federal courts located in Linn County, Iowa, and each party consents to personal jurisdiction in those courts and waives any objection based on forum non conveniens.

Before filing suit, the parties will attempt in good faith to resolve any dispute through informal negotiation. If a dispute is not resolved within thirty (30) days after written notice from one party to the other, either party may proceed to court as set out in Section 21. Either party may seek injunctive or equitable relief at any time without first complying with this Section. Each party irrevocably waives any right to a jury trial. Claims must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, governmental action, pandemic, or failures of third-party providers.

Assignment. You may not assign this EULA without our prior written consent. We may assign this EULA to an affiliate or in connection with a merger, acquisition, or sale of substantially all of our assets. Any other attempted assignment is void.

Independent contractors. The parties are independent contractors. Nothing in this EULA creates a partnership, joint venture, agency, or employment relationship.

Notices. Notices to you may be sent by email to the address on file or posted in the Service. Notices to us must be sent to legal@mobileservicesync.com and to Oil To Go, LLC at the address listed on our website.

Severability. If any provision of this EULA is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.

Entire agreement. This EULA, together with any Order Form, the Privacy Policy, and any other policies referenced in the Service, is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous communications, proposals, and agreements on that subject.

Questions about this EULA? Email legal@mobileservicesync.com or write to Oil To Go, LLC dba Mobile Service Sync, Linn County, Iowa.