Onfleet Terms of Service

Last Updated: December 16, 2025

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

BY USING THE SERVICE, CLICKING AGREE OR OTHERWISE ASSENTING TO THIS AGREEMENT YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR AN ENTITY FOR WHOSE BENEFIT THIS SERVICE IS BEING USED, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF. IF YOU HAVE A WRITTEN AGREEMENT WITH ONFLEET FOR THESE SERVICES, THEN THAT AGREEMENT WILL GOVERN, AND THE AGREEMENT BELOW WILL NOT APPLY.

This agreement is between Onfleet, Inc., a Delaware corporation (Onfleet), and the customer agreeing to this agreement (Customer).

  1. DELIVERY MANAGEMENT SERVICE. This agreement provides Customer with access to and usage of an Internet-based delivery management software service as specified on a Service Order and the Onfleet mobile applications (collectively, Service).

  2. USE OF SERVICE.

    1. Trial. If Customer has not agreed to pay for the Service, then Customer is under a trial period as designated by Onfleet. During the trial period, the Service is provided AS IS. All data may be deleted at the end of trial period, unless Customer converts to a paid account.
    2. Customer Owned Data. All data uploaded by Customer remains the property of Customer, as between Onfleet and Customer (Customer Data), excluding Operational Data as defined below. By using the Service, Customer grants Onfleet a non-exclusive, worldwide, royalty-free license to use, store and process Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Customer may export or print reports regarding certain Customer Data as allowed by functionality within the Service.
    3. Operational Data. Onfleet may automatically generate and collect certain information about the operation of the Service, such as route and GPS information, device identifiers, diagnostic logs, performance data, and aggregated analytics (Operational Data). As between Onfleet and Customer, Onfleet owns all rights, title, and interest in and to Operational Data and may retain and use Operational Data for purposes of (i) ensuring the continuity, security, and improvement of the Service; (ii) complying with legal or regulatory obligations; and (iii) business analytics, benchmarking, and reporting.
    4. Contractors and Employee Access and Usage. Customer may allow its contractors (including without limitation, third party logistics companies) and employees to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors and its employees.
    5. Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Onfleet promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s User Guide and applicable law.
    6. Onfleet Support. Onfleet must provide customer support for the Service under the terms of Onfleet’s Support and Maintenance Terms (Support), and is incorporated into this agreement for all purposes.
    7. Privacy. Onfleet's Privacy Notice describes the privacy issues in using the Service and the mobile apps. By using the Service, Customer consents to the collection and use of its information as described in the Privacy Notice. Onfleet may update the Privacy Notice from time to time, and Customer’s continued use of the Service constitutes acceptance of such changes.
    8. API. Onfleet provides access to its application-programming interface (API) as part of the Service for no additional fee. Subject to the other terms of this agreement, Onfleet grants Customer a non-exclusive, nontransferable, terminable license to interact only with the Service as allowed by the API.
      • Customer may not use the API in a manner--as reasonably determined by Onfleet--that exceeds reasonable request volume, constitutes excessive or abusive usage, or fails to comply with any part of the API. If any of these occur, Onfleet can suspend or terminate Customer’s access to the API on a temporary or permanent basis.
      • Onfleet may change or remove existing endpoints or fields in API results upon at least 30 days notice to Customer, but Onfleet will use commercially reasonable efforts to support the previous version of the API for at least 6 months. Onfleet may add new endpoints or fields in API results without prior notice to Customer.
      • The API is provided on an AS IS basis. Onfleet has no liability to Customer as a result of any change, temporary unavailability, suspension, or termination of access to the API.
  3. BETA RELEASES
    1. From time to time, Onfleet may grant Customer access to “alpha”, “beta”, or other early-stage products (“Beta Releases“). While Onfleet may provide assistance with Beta Releases in its discretion, notwithstanding anything to the contrary in this Agreement, CUSTOMER AGREES THAT ANY BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH ONFLEET WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CUSTOMER’S SOLE RISK. Onfleet makes no promises that future versions of a Beta Release will be released. Onfleet may terminate Customer’s right to use any Beta Release at any time for any reason or no reason in Onfleet's sole discretion, without liability.

  4. SERVICE LEVEL AGREEMENT & WARRANTY.

    1. Warranty. Onfleet warrants to Customer: (i) that commercially reasonable efforts will be made to maintain the online availability of the Service for a minimum of availability in any given month as provided in the chart below (excluding maintenance outages, events beyond the reasonable control of Onfleet, and outages that result from any Customer technology issues or third party vendor issues); (ii) the functionality or features of the Service may change but will not materially decrease during any paid term; and (iii) that the Support may change but will not materially degrade during any paid term.
      Monthly Uptime Percentage
      Service Credit

      99%

      5% for each full hour of an outage (beyond the warranty)
    2. LIMITED REMEDY. Customer’s exclusive remedy and Onfleet’s sole obligation for its failure to meet the warranty in a(i) above will be for Onfleet to provide a credit for the applicable month, as provided in the chart above (if this agreement is not renewed, then a refund), for the month; provided that Customer notifies Onfleet of such breach within 30 days of the end of that month.
    3. DISCLAIMER. ONFLEET DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE ONFLEET TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, ONFLEET DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
  5. PAYMENT AND ORDERING.
    1. Customer must pay all fees as specified on the Service Order, but if not specified then within 30 days of receipt of an invoice. No refunds of prepaid fees, unless otherwise provided in this agreement. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. Onfleet may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. This agreement contemplates one or more Service Orders for the Service, which Service Orders are governed by the terms of this agreement. Customer must provide current, complete and accurate billing and credit card information. Customer agrees to pay all costs of collection, including attorney's fees and costs, on any outstanding balance. In certain instances, the issuer of Customer’s credit card may charge Customer a foreign transaction fee or related charges, which Customer will be responsible to pay.
    2. Task Definition: A task is the core object of work in the Service and is either a pickup or delivery, performed at a destination. For billing purposes, tasks are only counted when they reach the "Completed" status, via Onfleet's driver app, driver app SDK, dispatcher dashboard or API call.
    3. Additional Tasks: If Customer uses more than the plan's included tasks during any month, Customer must pay for the additional tasks at the rate listed above.
    4. Telephony: Telephony services are optional and include pickup or delivery status-triggered automatic sms messages and voice/sms communication between drivers, dispatchers and recipients. These are configured by Customer from within the admin settings of the Service and can be enabled or disabled at any time. Onfleet's anonymization service masks each party's telephone number requiring two calls/sms (respectively) for each connection. Telephony services are carrier-agnostic and invoiced at these rates. Any country rates not listed at that site, are owed at rates that are not materially more than the highest rate listed.
    5. Billing:

      Annual Plans
      • Subscription fees are invoiced in full upfront and due within 7 days of receipt.
      • Additional tasks and telephony usage are invoiced on the 1st of the month following the usage and charged automatically to the credit card on file.

      Monthly Plans:
      • Invoiced on the 1st of the month.
      • Includes current month Subscription Fee and prior month's additional task and telephony usage. Charged automatically to the credit card on file.
    6. Upgrades: Customer will have the option to upgrade plan at any time. Each upgrade will start a new monthly or annual period.
    7. Renewal: Each Service Order renews for additional periods based on the original duration ordered, subject to updated pricing upon notification from Onfleet, if any, unless either party provides the other with notice of non-renewal for its convenience at least 45 days prior to renewal date.

  6. MUTUAL CONFIDENTIALITY.

    1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Onfleet’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and non-public pricing information). For clarity, Operational Data generated by the Service is not deemed Customer Confidential Information for purposes of this agreement.
    2. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
    3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
    4. Security Measures. In order to protect Customer’s Confidential Information and Customer Data (excluding Operational Data), Onfleet will (i) implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such information and data; (ii) implement and maintain industry standard systems and procedures for detecting, preventing and responding to attacks, intrusions, or other systems failures and regularly test or otherwise monitor the effectiveness of the safeguards’ key controls, systems, and procedures; (iii) designate an employee or employees to coordinate implementation and maintenance of its security measures; and (iv) identify reasonably foreseeable internal and external risks to the security, confidentiality and integrity of information and data that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any safeguards in place to control these risks.
    5. Notice of Data Breach. If Onfleet knows that Customer Confidential Information or Customer Data has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this agreement, Onfleet will alert Customer of any such data breach within two business days, and immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach. Onfleet will give highest priority to immediately correcting any data breach and devote such resources as may be required to accomplish that goal. Onfleet will provide Customer with all information necessary to enable Customer to fully understand the nature and scope of the data breach. To the extent that Customer, in its sole reasonable discretion, deems warranted, Customer may provide notice to any or all parties affected by any data breach. In such case, Onfleet will consult with Customer in a timely fashion regarding appropriate steps required to notify third parties. Onfleet will provide Customer with information about what Onfleet has done or plans to do to minimize any harmful effect or the unauthorized use or disclosure of, or access to, Confidential Information.

  7. ONFLEET PROPERTY.

    1. Reservation of Rights. The software, workflow processes, user interface, designs, know-how and other technologies provided by Onfleet as part of the Service are the proprietary property of Onfleet and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Onfleet. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Onfleet reserves all rights unless expressly granted in this agreement.
    2. Restrictions. Customer may not (i) sell, resell, rent or lease the Service; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
    3. Aggregate Data. During and after the term of this agreement, Onfleet may use and retains all rights in all non-personally identifiable data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other internal and external business purposes.
    4. Mobile Software. Onfleet may make available a software application via a mobile device (the “App”). Customer, Contractors and Employees of Customer, and anyone that downloads, installs, or uses our software (the "App User"), whether downloaded via the Apple App Store, Google Play Store, or any other platform, is governed not only by these Terms of Use but also by the End User License Agreement accompanying the App. By downloading, installing, or using the App, the App User agrees to comply with and be bound by the terms of the EULA, which is hereby incorporated by reference into these Terms. The App is provided solely to facilitate access to our services, including, for example, real-time tracking, dispatch coordination, and document exchange. In the event of a conflict between these Terms of Use and the EULA, the terms of the EULA shall govern with respect to any use of the App. The App User must not use the App in any manner that violates applicable law, industry regulations, or transportation safety standards. To use the App, the App User must have a mobile device that is compatible with the software. Onfleet does not warrant that the software will be compatible with the App User's mobile device. The App User may use mobile data in connection with the software and may incur additional charges from the App User’s wireless provider for these services. The App User agrees that it is solely responsible for any such charges. The App User acknowledges that Onfleet may, from time to time, issue upgraded versions of the App, and may automatically electronically upgrade the version of the App that the App User is using on its mobile device. The App User consents to such automatic upgrading on its mobile device, and agrees that the terms and conditions of this agreement will apply to all such upgrades.

  8. TERM AND TERMINATION.

    1. Term. This agreement continues until all Service Orders have expired or are terminated under Section 8(b) below.
    2. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
    3. Return of Customer Data. Within 60-days after termination, upon request Onfleet will make the Service available for Customer to export such data as provided in Section 2(b). Notwithstanding the foregoing, nothing in this agreement is intended to limit Onfleet’s right to retain and use Operational Data as permitted in Section 2(c).
      After such 60-day period, Onfleet has no obligation to maintain the Customer Data and may destroy it.
    4. Return Onfleet Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay Onfleet for any unpaid amounts, and destroy or return all property of Onfleet. Upon Onfleet’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
    5. Suspension for Violations of Law. Onfleet may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Onfleet will attempt to contact Customer in advance.

  9. LIABILITY LIMIT.

    1. EXCLUSION OF INDIRECT DAMAGES. ONFLEET IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF DATA, RECORDS OR INFORMATION; AND LOST PROFITS), EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
    2. TOTAL LIMIT ON LIABILITY. ONFLEET’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.

  10. INDEMNITY.

    1. Defense of Third Party Claims. Onfleet will defend or settle any third-party claim against Customer to the extent that such claim alleges that the Onfleet technology used to provide the Service violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies Onfleet of the claim in writing, cooperates with Onfleet in the defense, and allows Onfleet to solely control the defense or settlement of the claim. Costs. Onfleet will pay infringement claim defense costs incurred as part of its obligations above, and Onfleet negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then Onfleet may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If Onfleet determines that none of these are reasonably available, then Onfleet may terminate the Service and refund any prepaid and unused fees. Exclusions. Onfleet has no obligation for any claim arising from: Onfleet’s compliance with Customer’s specifications; A combination of the Service with other items where the infringement would not occur but for the combination; Use of Customer Data; or items not provided by Onfleet. This section contains Customer’s exclusive remedies and Onfleet’s sole liability for intellectual property infringement claims.
    2. Customer Indemnity. To the extent allowed by law, if any third-party brings a claim against Onfleet related to Customer acts, omissions, data or information within the Services, Customer must defend, indemnify and hold Onfleet harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

  11. GOVERNING LAW AND ARBITRATION. THIS AGREEMENT IS GOVERNED BY THE LAWS OF CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. ANY DISPUTE BETWEEN CUSTOMER AND ONFLEET ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE DETERMINED BY BINDING ARBITRATION IN SAN FRANCISCO, CA, US, UNDER THE THEN CURRENT COMMERCIAL OF THE AMERICAN ARBITRATION ASSOCIATION OR INTERNATIONAL RULES OF THE INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION, DEPENDING ON WHETHER CUSTOMER IS LOCATED IN THE UNITED STATES OR OUTSIDE THE UNITED STATES. THE DECISIONS OF THE ARBITRATORS MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NOTHING IN THIS AGREEMENT PREVENTS EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION. THE PREVAILING PARTY IN ANY ARBITRATION OR LITIGATION IS ENTITLED TO RECOVER ITS ATTORNEYS’ FEES AND COSTS FROM THE OTHER PARTY.

  12. OTHER TERMS.

    1. Entire Agreement and Changes. This agreement and the Service Order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. Onfleet reserves the right to modify the terms of this agreement at any time. Onfleet will notify Customer of any changes by posting the new terms on our website. Customer’s continued use of the Service after any such changes constitutes Customer’s acceptance of the new terms.
    2. Subcontractors. Onfleet may engage third-party subcontractors to perform or assist in providing the Service and remains fully responsible for their acts and omissions. Onfleet warrants that any Customer Data processed by subcontractors will be handled only in accordance with Onfleet’s instructions, with appropriate technical and organizational safeguards, and solely for the purposes of providing the Service. Transfers of Customer Data will be conducted lawfully, and Onfleet and its subcontractors shall comply with applicable privacy laws, including GDPR and CCPA, and respect data subject rights as described in the Privacy Notice. Except as expressly stated herein, the Privacy Notice governs the collection, use, and retention of Customer Data and is incorporated into this agreement by reference.
    3. No Assignment. Neither party may assign or transfer this agreement or an Service Order to a third party, except that this agreement with all Service Orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
    4. Independent Contractors. The parties are independent contractors with respect to each other.
    5. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
    6. Money Damages Insufficient Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
    7. No Additional Terms. Onfleet rejects additional or conflicting terms of any Customer form-purchasing document.
    8. Order of Precedence. If there is an inconsistency between this agreement and a Service Order, the Service Order prevails.
    9. Survival of Terms Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
    10. Feedback. If Customer provides feedback or suggestions about the Service, then Onfleet (and those it allows to use its technology) may use such information without obligation to Customer.
    11. Logo Usage. Customer agrees to allow Onfleet to use its name and logo in its marketing communications and materials, in accordance with Customer’s trademark guidelines and policies, if provided to Onfleet.

Contacting Us

If you have any questions or concerns about our Services or these Terms, you may contact us at:

Onfleet, Inc.
268 Bush Street #4305
San Francisco, CA 94104

or by email at support@onfleet.com.

Other versions of this document