FleetOS Operator Agreement and Schedules — United States

Version: 5.7.2 Effective date: August 20, 2026 Market: United States

1. Parties and structure

This Agreement is between the Office identified in the Order Form (“you”, “the Office”) and only the Local FleetOS Entity identified in that same Order Form (“FleetOS”, “we”). That Local FleetOS Entity contracts solely for its country market. No other FleetOS market entity is a party, guarantor, agent, joint venturer, joint employer, co-employer or co-obligor merely because it shares branding, ownership, directors, software, support personnel or technology.

This Agreement comprises: this document; the Order Form (Schedule 1); the Service Level Agreement (Schedule 2); the Security Schedule (Schedule 3); the Insurance Schedule (Schedule 4); the Compliance Certification (Schedule 5); the Data Processing Addendum (FOS-07); the Country Supplement for the applicable market (FOS-05); the FleetOS Terms of Service (FOS-01); and the FleetOS Safety, Conduct and Acceptable Use Standards (FOS-04). The Payments, Wallet, Refunds and Subscriptions Terms (FOS-03) are incorporated when any paid, settlement, Wallet, refund, reserve or other payment functionality is enabled for the Office.

Market-specific agreement. If you operate in more than one country, you must enter a separate Order Form and local contractual relationship with the Local FleetOS Entity for each country. An Order Form for one country does not grant rights in another country and does not make another market entity liable for this Agreement.

Corporate and financial separation. Fees, receivables, settlement balances, reserves, credits, indemnity rights and liabilities under this Agreement belong only to the parties to this Agreement. They are not automatically netted, guaranteed, assigned or set off against amounts involving another FleetOS market entity. Each market relationship must use the approved local bank/processor and accounting path.

Data separation. Office Data for this Agreement is assigned to the relevant market tenant. Another FleetOS market entity may access it only if specifically disclosed and contracted as a processor/subprocessor or other lawful recipient under FOS-07; common ownership or branding is not permission to access data.

Order of precedence: mandatory law; signed amendment; Order Form; Country Supplement; FOS-07 for data matters; this Agreement; Schedules 2–5; FOS-03 for payment matters to the extent incorporated by sections 14–15; FOS-04; FOS-01; online policies. If an incorporated document conflicts with this Agreement on an Office-specific matter, this Agreement controls except where this sentence or mandatory law states otherwise.

FleetOS Direct separation. This Agreement governs the Office's Operator Network use. It is not an agreement for the Office or any Office-affiliated Driver to become a FleetOS Direct transport operator or Direct Driver. A Direct Driver must have a separate written agreement with the Local FleetOS Entity, and Direct-mode regulatory/insurance obligations are borne separately by that Local FleetOS Entity.

2. Conditions precedent

Our acceptance of a document is a record that we received it. It is not legal approval, not a safety certification, and not a warranty that you are compliant. We may keep any feature or any market disabled until the required authorisation is documented, and doing so is not a breach by us.

3. Your role and responsibilities

3.1 You are the transport provider

You are the transportation provider for every Operator Network Ride performed through your Office. You are responsible for lawful operation, your Drivers and vehicles, your fares/pricing, receipts and tax invoices, taxes, legally required insurance, passenger service/complaints, accessibility, employment/contracting/sponsorship/immigration duties, safety and applicable transport, traffic, labour, consumer, tax and data law. FleetOS Direct is a separate operation of the Local FleetOS Entity and does not make your Office, Drivers or vehicles part of FleetOS Direct.

3.2 Identification

Every Operator Network Ride screen, receipt and communication must identify your Office prominently as transportation provider in the form required by FOS-01 §2.3 and FOS-05 and must state that the Driver is affiliated with your Office. A FleetOS Direct Ride must instead identify the Local FleetOS Entity; the platform may not mislabel one mode as the other.

3.3 Your representations

You represent and warrant, continuously: that you hold every licence and permit required for your operations; that your Drivers hold valid licences and work authorisation; that your vehicles are licensed, roadworthy and insured; that you maintain the insurance in Schedule 4; that the information you supply is accurate; that you are not a Restricted Party under FOS-01 §24; and that you have authority to enter this Agreement.

3.4 Notification

You must notify us within five business days of: loss, suspension or restriction of any licence; a material insurance change, cancellation or claim that could implicate FleetOS; a regulatory investigation or enforcement action; a serious safety incident; a material change of ownership or control; insolvency or an equivalent process; and any data breach affecting Office Data.

4. Licence and permitted use

We grant you a limited, non-exclusive, non-transferable, non-sublicensable right to use the subscribed services only in the country market identified in the Order Form during the term. Expansion to another country requires a separate local onboarding and agreement.

You may authorise personnel and Drivers to use the service, and you remain responsible for everything they do. You must not: resell, sublicense or provide the service as a bureau to a third party; reverse engineer or attempt to derive source code, dispatch logic or pricing logic; bypass usage limits, quotas or access controls; create false accounts or fictitious activity; use the service for an operation you are not licensed for; or use the service or its data to train or improve a machine learning model (FOS-01 §22.3).

5. Fees, invoicing and taxes

Fees are set out in the Order Form and are charged in advance or as incurred. Subscription, implementation, onboarding, usage, messaging, integration, processor and foreign-exchange fees are non-refundable except where mandatory law or the Order Form provides otherwise.

You must dispute an invoice in writing within 15 days with transaction-specific evidence; undisputed amounts remain payable. Late amounts accrue interest at the lower of 1.5% per month or the lawful maximum, plus reasonable collection costs.

Each party is responsible for taxes that applicable law imposes on that party. You are responsible for taxes arising from your transportation operations, fares, Drivers, vehicles, employees or contractors, except to the extent applicable law expressly places a collection, withholding, reporting or remittance duty on FleetOS or a payment provider. FleetOS is responsible for taxes legally imposed on FleetOS and for statutory tax duties that applicable law places on FleetOS. Where we must collect, withhold or report, you will provide the information reasonably required for compliance. Nothing in this Agreement reallocates a non-waivable tax obligation imposed by law.

6. Free plans and trials

A free plan may carry transaction or third-party fees and may be modified or withdrawn on reasonable notice. A free trial converts only after you receive clear disclosure of price, currency, term, renewal date and cancellation method and give affirmative authorisation. Once a paid period begins, that period's fee is non-refundable except as stated in FOS-03 §4.6.

7. Intellectual property

7.1 Ours

We own the Platform Services, the software, source code, algorithms, dispatch and pricing logic, models, documentation, workflows, designs, trade marks and all improvements, together with all aggregated and de-identified analytics derived from platform use.

7.2 Yours

You own your pre-existing materials and your Office Data. You grant us a licence, limited to the term and the purpose, to host, process, transmit and display Office Data in order to provide, secure, support and improve the service, to comply with law, and to create aggregated or de-identified analytics.

7.3 Feedback

FOS-01 §22.4 applies.

8. Confidentiality

Each party must protect the other's non-public business, technical, security, pricing and personal information using at least reasonable care, use it only for this Agreement, and disclose it only to personnel and contractors with a need to know who are bound by equivalent duties.

Exceptions: information that is lawfully public, already known without duty, independently developed, or lawfully received from a third party. Legally compelled disclosure requires prior notice where lawful and cooperation in seeking protective treatment.

Trade-secret obligations survive for as long as the information remains a trade secret. Other confidentiality obligations survive five years after termination.

9. Data protection

FOS-07 applies where we process personal data for you. Each party is independently responsible for its own controller obligations. You must provide lawful notices and instructions, and must not upload data you lack authority to process.

We will implement Schedule 3 and will notify you of a confirmed personal data breach without undue delay and, as a contractual target, within 24 hours of confirmation, subject to the investigation necessary to make the notification meaningful.

10. Your security obligations

You must: use multi-factor authentication where offered; apply least-privilege access; secure devices; deprovision leavers promptly; run endpoint protection; keep security contacts current; and report a suspected incident within 12 hours of discovery.

You are responsible for compromise arising from your credentials, your users, your devices or your integrations.

11. Service levels and support

Schedule 2 governs uptime, exclusions and service credits. Where service credits apply, they are the Office’s sole and exclusive contractual remedy for a failure to meet an availability commitment, except to the extent the signed Order Form expressly provides another remedy.

We may perform scheduled maintenance on reasonable notice and emergency maintenance without notice where necessary to protect users or systems.

12. Third-party services

Processors, mapping providers, telecommunications carriers, app stores, identity vendors and other integrations are governed by their own terms. We are not responsible for third-party failure outside our reasonable control. Where a provider is our subprocessor for Office Data, our contractual responsibility for that provider is governed by FOS-07 and remains subject to the liability framework in section 23.

13. Beta features

FOS-01 §10 applies. Beta features must not be used for regulated or safety-critical decisions without our express written approval.

14. Payments and settlement

FOS-03 governs. Merchant-of-record and payment-services characterisation follows the actual operational and legal facts. For Operator Network Rides, the Office appoints the Local FleetOS Entity solely as the Office's limited administrative and payment agent to the extent necessary to present charges, instruct or facilitate collection through an approved payment provider, administer refunds and chargebacks, deduct contractually authorised fees/reserves, and remit net settlement amounts under FOS-03 and the signed Order Form. This limited appointment does not create a general agency, partnership, fiduciary relationship, employment relationship or authority for FleetOS to bind the Office on transportation, employment, pricing, insurance or other matters outside the expressly stated payment functions.

FleetOS may use regulated third-party payment providers and does not hold or transmit user funds except through a structure that applicable law permits. The Office remains the economically responsible transportation provider for Operator Network fares, refunds, chargebacks and taxes except to the extent FOS-03 expressly allocates a matter to FleetOS.

15. Refunds, chargebacks and reserves

You fund refunds, chargebacks, penalties and processor costs attributable to your Operator Network service, Drivers, pricing or disclosures. FleetOS may require or issue a passenger refund after a documented dispute, safety matter, platform error, fraud event, consumer-law requirement or material breach of disclosed Ride terms and may recover the Office-responsible amount through settlement/reserve under FOS-03 §10 with notice and a reasonable appeal opportunity, except where urgent law, safety or fraud controls require immediate action. FleetOS Direct refunds are not charged to your Office unless your Office separately caused the loss.

16. Compliance, sanctions and anti-bribery

Each party must comply with applicable anti-bribery, anti-corruption, sanctions, export-control, anti-money-laundering and record-keeping law.

You must screen your beneficial owners, Drivers and counterparties where required, and must not use the Platform Services in a prohibited transaction or with a Restricted Party. We may suspend immediately, without liability, where continued service would create legal risk. In Syria, FOS-05 Part C §C5 applies and is a condition of access.

17. Records and audit

You must retain licence, insurance, Driver, vehicle, tax, fare, refund, consent and safety records for the longer of the applicable legal period or the period in FOS-07 Schedule 3.

We may audit your compliance on reasonable notice, and immediately following a serious incident, a regulator enquiry or a credible fraud allegation. Audits must be proportionate, conducted during business hours, and must protect confidentiality. You will provide reasonable cooperation. You bear your own costs; we bear ours, unless the audit reveals material non-compliance, in which case you reimburse our reasonable costs.

18. Marketing and promotions

You are responsible for the accuracy, legality, permits, funding and fulfilment of your advertising, promotions, signage, endorsements and communications.

Approved co-branding wording is: "Transportation provided by [Office legal name] — technology powered by FleetOS." Our approval of wording confirms brand compliance only; it does not verify any factual claim you make.

19. Trade mark licence

Subject to this Agreement, we grant you a limited, revocable, non-transferable licence to use the "Powered by FleetOS" mark and the approved lock-up during the term, solely to identify your use of the Platform Services.

You must: use only the approved artwork at approved proportions; not alter, recolour, distort or animate the marks; not use them more prominently than your own identification; not combine them with your marks in a way suggesting a joint venture; not register any confusingly similar mark; and not use them to imply that FleetOS provides transport. All goodwill accrues to us. The licence ends with the Agreement and you must remove the marks within 30 days.

20. Warranties

Each party warrants it has authority to enter this Agreement.

We warrant that the paid service will perform materially in accordance with our documentation and that we will use commercially reasonable efforts to correct reproducible material defects. Your exclusive remedy for breach of this warranty is re-performance, a service credit, or termination for uncured material breach with a pro-rata refund of prepaid unused fees.

All other warranties are disclaimed to the maximum extent permitted (FOS-01 §27).

21. Your indemnity

21.1 Scope

You will defend, indemnify and hold harmless the Local FleetOS Entity that is party to this Agreement and its officers, directors, employees, contractors and agents (the “Indemnified Persons”) from and against any claim, investigation, subpoena, proceeding, fine, penalty, refund, remediation cost, data-cleanup cost, crisis-management cost, settlement and reasonable legal and professional cost arising from or relating to: your transportation operations; your Drivers, applicants, hiring or rejection decisions; your vehicles; your pricing, fares and taxes; your marketing; your data; your breach of this Agreement; or your violation of law.

21.2 Duty to defend

21.3 Insurance shortfall

If your insurer reserves rights or denies coverage, you must provide reasonable financial security for the claim within 10 business days of our request.

21.4 Survival

These obligations survive termination, insolvency and account closure.

22. Our indemnity

We will defend you against a third-party claim that the unmodified paid Platform Services infringe a valid intellectual property right, and will pay damages finally awarded or agreed in settlement.

Excluded: claims arising from your content or data; combination with anything not supplied by us; your instructions or specifications; modification by anyone other than us; or continued use after we notify you to stop.

We may, at our option, procure the right to continue, modify or replace the affected service, or terminate it and refund prepaid unused fees. This is your sole and exclusive remedy for intellectual property infringement.

23. Limitation of liability

23.1 Excluded losses

Neither party is liable for indirect, incidental, special, exemplary, punitive or consequential loss, lost profit, lost revenue, lost data, lost goodwill or business interruption, to the maximum extent permitted by law.

23.2 Cap

Except for the Excluded Claims in 23.3 and the Data/Security Claims in 23.3A, each party’s aggregate liability arising out of or relating to this Agreement is limited to the fees paid or payable by you to the Local FleetOS Entity under this Agreement in the 12 months immediately before the event giving rise to the liability.

23.3 Excluded Claims

The general cap does not apply to: your payment obligations; your indemnity under section 21; your misuse of FleetOS intellectual property; your fraud or wilful misconduct; FleetOS’s fraud or wilful misconduct; or liability that cannot lawfully be limited. Confidentiality, privacy, data-protection, security and subprocessor claims are governed by the Data/Security Supercap below rather than being automatically uncapped.

23.3A Data/Security Supercap

To the maximum extent permitted by law, the aggregate liability of FleetOS for breach of confidentiality, unlawful processing of personal data, a security incident, or a subprocessor’s processing is limited to two times the cap calculated under section 23.2. This supercap does not limit FleetOS liability for its fraud or wilful misconduct or any liability that applicable law expressly prohibits the parties from limiting. The Office’s indemnity, payment obligations, fraud, wilful misconduct and misuse of FleetOS intellectual property remain governed by section 23.3.

23.4 Limitations period

Any claim must be commenced within one year after it arose, or within the shortest longer period applicable law permits.

24. Insurance

Schedule 4 governs. Insurance is a material risk-transfer obligation, not a limitation of the Office's liability. The Office must maintain the required coverage without interruption; provide certificates and the actual endorsements required by Schedule 4 or the Order Form before Ride operations and on renewal; and promptly notify FleetOS of cancellation, non-renewal, material reduction, reservation of rights or any claim that could implicate an Indemnified Person.

The Office must tender any potentially covered claim to every applicable insurer within two business days after awareness, request defence and indemnity for FleetOS where FleetOS is or should be protected under the policy, and provide FleetOS with copies of the tender, coverage response and material coverage correspondence to the extent legally permitted. FleetOS may tender directly to an Office insurer where the policy, endorsement or applicable law permits. Failure to maintain or access insurance does not reduce the Office's defence or indemnity obligations under section 21.

25. Term, suspension and termination

25.1 Term

As stated in the Order Form. Renewal is as stated there.

25.2 Suspension

We may suspend for: non-payment; a security or fraud risk; expiry of a mandatory document; a legal prohibition or regulator direction; a restricted-party match; or an immediate safety risk. Except where immediate action is required, we give notice and an opportunity to remedy.

25.3 Termination

Either party may terminate for uncured material breach after 30 days' written notice, or immediately for insolvency, illegality, fraud, a serious safety breach or a restricted-party match. We may terminate for convenience on 90 days' notice with a pro-rata refund of prepaid unused fees.

26. Exit and data return

For 30 days after ordinary termination you may export supported Office Data through the export functions we provide, subject to payment of undisputed amounts and to any legal hold. We may charge for custom export or transition services at our then-current rates.

After that period we delete or de-identify Office Data in accordance with FOS-07 Schedule 3, except records we must retain, backups on their ordinary cycle, and data under legal hold.

27. Force majeure

FOS-01 §28.6 applies.

28. Assignment and change of control

You may not assign without our written consent, except to a successor acquiring substantially all of your assets that is not our competitor and that assumes this Agreement in writing. We may assign only to a successor or replacement contracting entity for the same country market that assumes this Agreement in writing. Assignment to another FleetOS country entity is not automatic and requires a documented novation or assignment permitted by applicable law.

You must disclose any material change of ownership or control within five business days so that we can complete licensing, sanctions and credit review. We may terminate where a change of control creates a sanctions, licensing or competitive concern.

29. General

Notices must be sent through the Legal Center notice channel and to the account administrator, with a downloadable copy retained. No waiver is continuing. Invalid provisions are modified to the minimum extent necessary or severed. This is the entire agreement on its subject matter. Governing law and forum are as stated in the applicable Country Supplement and the Order Form.

Survival: sections 5, 7, 8, 9, 15, 16, 17, 21, 22, 23, 24, 26 and 29 survive termination, together with any provision that by its nature should.

30. Signature, authority and no personal guarantee

30.1 Authority

The individual signing the Order Form warrants that they are duly authorised to bind the Office.

30.2 Representative capacity

30.3 Reciprocal

The same applies to the individual signing for FleetOS. FOS-01 §§29.2–29.3 (contracting-entity recourse and no personal guarantee, subject to non-waivable law) apply to this Agreement.

Schedule 1 — Order Form template

The Order Form is completed for each Office at onboarding. Variable commercial, licensing, insurance, settlement and notice details belong in the signed Order Form and are not hard-coded into these standard terms.

Schedule 2 — Service Level Agreement

1. When this SLA applies

This Schedule applies only if the signed Order Form states that an SLA is included. If no SLA is stated, FleetOS provides the Platform Services using commercially reasonable efforts and no service-credit commitment applies.

Where an SLA is included, the signed Order Form states the monthly availability target and any market- or tier-specific support coverage. Availability is measured as: (total minutes in the month − excluded minutes − unavailable minutes) ÷ (total minutes − excluded minutes).

“Unavailable” means the core functions identified in the Order Form are materially inoperable for the Office.

2. Exclusions

Excluded minutes are those attributable to scheduled maintenance notified in advance where reasonably practicable; emergency maintenance necessary to protect users or systems; the Office’s systems, networks, devices, configuration or integrations; third-party services outside FleetOS’s reasonable control; force majeure; the Office’s breach or suspension under section 25.2; and beta features.

3. Service credits

If the signed Order Form includes service credits, that credit schedule governs. Unless the Order Form expressly states otherwise, aggregate service credits for a month are capped at 30% of that month’s subscription fee, are applied to future invoices, are not refundable in cash, and are the Office’s exclusive contractual remedy for an SLA miss. A credit request must be submitted within 30 days after the affected month with reasonable supporting detail.

4. Support

Support hours, channels and language coverage are stated in the Order Form. Response times are operational targets, not warranties, unless the signed Order Form expressly makes a particular target contractual.

5. Incident communication

For a P1 incident, FleetOS will use reasonable efforts to provide status updates while the incident remains active and, for a material incident, a written root-cause summary after resolution where reasonably requested and legally permissible.

Schedule 3 — Security Schedule

1. Governance

FleetOS maintains a documented information-security programme appropriate to the nature and scale of the service, with assigned responsibility, policy review, personnel confidentiality obligations and security awareness measures.

2. Access control

FleetOS uses least-privilege and role-based access, unique credentials, multi-factor authentication for privileged or remote administrative access where technically supported, periodic access review, timely deprovisioning and logging of material privileged actions.

3. Encryption

FleetOS uses industry-standard encryption for personal data in transit and at rest where technically appropriate. Payment-card data is handled through approved payment providers and tokenisation; FleetOS does not intentionally store full payment-card numbers in its application database.

4. Network and infrastructure

FleetOS uses layered technical controls appropriate to the deployed architecture, which may include segmentation, managed firewalls, intrusion detection, DDoS protection and hardened configurations. Vulnerabilities are prioritised and remediated on a risk-based basis according to severity, exploitability and exposure, without undue delay.

5. Development

FleetOS applies a secure development lifecycle appropriate to the service, including code review, dependency or vulnerability checks, separation of production from development/testing, change control and rollback planning.

6. Testing

FleetOS conducts vulnerability testing appropriate to the service and risk profile and tracks material findings to remediation or documented risk acceptance. Any representation concerning a third-party penetration test, SOC report, ISO certification or similar assurance is made only if the assurance is current and expressly identified in the Legal Center or Order Form.

7. Logging and monitoring

FleetOS maintains logging and monitoring appropriate to authentication, administration, security and material data-access events, with retention governed by FOS-07 Schedule 3 and protection against unauthorised alteration.

8. Resilience

FleetOS maintains backup, business-continuity and disaster-recovery measures appropriate to the service. Any contractual recovery-point objective (RPO) or recovery-time objective (RTO) applies only if expressly stated in the signed Order Form; otherwise recovery objectives are internal operational targets and not warranties.

9. Incident response

FleetOS maintains an incident-response process with severity assessment, assigned responders, preservation of relevant evidence, notification obligations under section 9 and FOS-07 §7, and post-incident review for material incidents.

10. Vendor management

Subprocessors are subject to appropriate due diligence and written data-protection obligations. The approved subprocessor register is maintained as described in FOS-07 Schedule 2.

11. Certifications

FleetOS does not represent that it holds SOC 2, ISO 27001 or any other certification or attestation unless that certification or attestation is current and expressly identified in the FleetOS Legal Center or the signed Order Form.

Schedule 4 — Insurance Schedule

1. Coverage you must maintain

The Office must maintain every insurance policy and minimum limit required by the law, transport authority, permit, licence and compulsory-insurance regime applicable to its operations, plus any higher amount expressly stated in the signed Order Form.

These insurance requirements do not limit the Office’s liability under this Agreement.

2. Policy and endorsement requirements

Policies must be issued by insurers lawfully authorised for the relevant market and reasonably acceptable under the signed Order Form. To the extent legally permitted and commercially available for the relevant coverage, the Office must obtain endorsements providing: (a) the Local FleetOS Entity and its directors, officers and employees as additional insureds for liability arising from the Office's operations; (b) primary and non-contributory coverage in favour of those additional insureds; (c) waiver of subrogation in favour of FleetOS; and (d) notice of cancellation or material reduction to FleetOS where the insurer offers such notice. If a required endorsement is not commercially available, the Office must disclose that fact before launch and obtain any alternative risk protection stated in the Order Form.

Claims-made policies must have an appropriate retroactive date and, after termination, be maintained or replaced with extended-reporting/tail coverage for at least the period stated in the Order Form or the longest period reasonably necessary for claims arising from the Office's FleetOS operations, subject to availability.

3. Evidence and continuing verification

A certificate of insurance alone is insufficient where an endorsement is required. Before Ride functionality is made available, on each renewal, and within five business days after a reasonable request, the Office must provide the relevant certificates, declarations and endorsements or equivalent insurer-issued evidence. FleetOS may verify coverage directly with the broker or insurer with the Office's authorisation. The Office must promptly notify FleetOS of cancellation, non-renewal, material reduction, material exclusion, reservation of rights or known coverage dispute affecting required protection.

4. Claim tender and insurer cooperation

The Office must promptly tender any claim potentially implicating FleetOS to all potentially responsive insurers, expressly request defence and indemnity for FleetOS where applicable, notify FleetOS, and cooperate with insurers and counsel. FleetOS may make a direct tender where permitted. The Office must not take action that prejudices FleetOS's insurance rights. Section 21.3 applies where coverage is denied, reserved, exhausted, unavailable or insufficient.

5. What FleetOS does not provide

Schedule 5 — Driver and Vehicle Compliance Certification

1. Your certification

By affiliating a Driver or a vehicle, you certify that you have verified, and hold current evidence of, each item below, and that you will re-verify on expiry.

2. Driver

3. Vehicle

4. Effect

Expiry of any mandatory item triggers an automatic technical gate preventing dispatch until it is renewed. The gate is objective and mechanical; it is not a disciplinary or employment decision (FOS-04 §10.3).

Falsification of any certification is a material breach permitting immediate termination and is reported to the relevant authority where the law requires.