Terms of Service

These Terms of Service (the "Terms") govern access to and use of the Convoy Service Logistics recall management platform (the "Platform"), operated by [LEGAL ENTITY] ("Convoy," "we," "us"). By creating an account, signing in, or using the Platform, you agree to these Terms on behalf of yourself and the organization you represent (your "Organization").

1. The service

The Platform is business software that helps fleet operators and dealerships manage vehicle safety recalls and service work. It checks fleet VINs against recall data, routes recall and service jobs to dealer partners, tracks each vehicle through scheduling, transport, repair and pickup, and stores the related invoices, proof of repair and activity history.

Fleet customers are rental, leasing and commercial fleet operators who upload vehicle identification numbers (VINs) and manage open recalls. Dealer partners are franchised dealerships that accept recall jobs, perform recall remedies and submit invoices. Users are individuals given a login by a Fleet customer, a Dealer partner or Convoy.

2. Accounts and access

• Each User must have their own login and verify their email address. Logins may not be shared.
• Your Organization's administrators decide who has access and at what level (for example branch, district, state or company-wide), and are responsible for removing access promptly when someone leaves or changes roles.
• You are responsible for activity under your login. Notify Convoy immediately at [CONTACT EMAIL] if you suspect unauthorized access.
• Every action on the Platform — status changes, messages, certifications, uploads — is recorded with the name of the User who took it.
• We may ask you to accept updated Terms before you continue using the Platform.

3. Acceptable use

You may not: use the Platform for any unlawful purpose; upload false information; attempt to access data belonging to another Organization; interfere with the Platform's security or operation; scrape or bulk-export data except through features provided for that purpose; resell access; or enter payment card numbers, bank account numbers, Social Security numbers, driver's license numbers, dates of birth, or renter or driver personal information into the Platform.

4. Recall data disclaimer

• Convoy provides software and logistics coordination. Convoy is not a repair facility and does not perform, inspect or warrant recall repairs.
• Recall information is obtained from the National Highway Traffic Safety Administration (NHTSA) and vehicle manufacturers. NHTSA and manufacturer data may be incomplete, inaccurate or delayed, and Convoy does not guarantee that it is complete, current or error-free. The official NHTSA and manufacturer records control.
• Fleet and dealer operators remain responsible for all vehicle safety decisions, including whether a vehicle may be rented, driven or returned to service. Fleet customers remain solely responsible for complying with all laws that apply to recalled vehicles, including the Raechel and Jacqueline Houck Safe Rental Car Act of 2015 and any state requirements, including grounding affected vehicles within the required time.
• Reports such as the Recall Hold Report are provided to assist you. You must independently confirm that affected vehicles are removed from service.
• Recall remedies are the responsibility of the dealer performing the work, under the manufacturer's instructions.

5. Fleet customer responsibilities

• You are responsible for the accuracy of the VINs, unit numbers, branch assignments and other vehicle information you provide.

6. Certifications

Some actions require a User to certify facts — for example, closing a recall as completed elsewhere. When you certify, you represent that the statement is true and accurate to the best of your knowledge, that you are authorized by your Organization to make it, and that your Organization may be relied upon for it. Certifications are stored with your name, role, date and time, and may be provided to your Organization, to regulators, or as otherwise required by law. False certifications may result in suspension of access.

7. Dealer partner responsibilities

• Dealer partners must be authorized by the relevant manufacturer to perform the recall remedy and must perform it according to the manufacturer's instructions.
• Dealer partners must keep appointment dates, job status and hold reasons accurate, and must release or reschedule jobs promptly if they cannot meet an appointment.
• Invoices submitted must accurately reflect work performed, and amounts entered on the Platform must match the invoice document. Amounts filled in automatically from an uploaded invoice must be checked before submitting.

8. Your data

Your Organization owns the data it submits. You grant Convoy a limited license to host, process and share that data as needed to provide the Platform, as described in the Privacy Policy. Convoy may use aggregated, de-identified data to operate and improve its services.

9. Fees

[FEES — to be confirmed by counsel and Convoy before publication.] Current published pricing: fleet customers pay a one-time onboarding fee of $200 per 1,000 vehicles (each started block of 1,000) and a subscription of $299 per branch per month; dealer partners pay $499 per dealership per month after a 60-day free trial. There are no per-job fees. Payments are processed by [PAYMENT PROCESSOR]; card and bank numbers are never entered into or stored by Convoy. [Taxes, late-payment terms, refunds, price changes with [NOTICE PERIOD] days' notice, and suspension for non-payment.]

10. Availability

We aim to keep the Platform available but do not guarantee uninterrupted service. We may update features.

11. Disclaimers and limitation of liability

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, CONVOY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, CONVOY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR DATA, AND CONVOY'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE PLATFORM WILL NOT EXCEED [LIABILITY CAP, e.g. FEES PAID IN THE 12 MONTHS BEFORE THE CLAIM]. Some jurisdictions do not allow certain limitations, so some of these may not apply to you. [Final wording to be confirmed by counsel.]

12. Indemnification

[INDEMNIFICATION — to be drafted by counsel.]

13. Suspension and termination

Convoy may suspend access that threatens the security of the Platform or violates these Terms. On termination, data is handled as described in the Privacy Policy.

14. Governing law

These Terms are governed by the laws of [GOVERNING STATE], without regard to conflict-of-law rules. [VENUE / DISPUTE RESOLUTION.]

15. Changes to these Terms

We may update these Terms. Each version has a version date shown at the top of this page. If we make material changes we will notify Users and ask them to accept the updated version before continuing to use the Platform.

16. Contact

[LEGAL ENTITY] · [MAILING ADDRESS] · [CONTACT EMAIL]