TOLLSPOT TERMS OF SERVICE

Last updated: August 20, 2025

The following Terms of Service (hereinafter referred to as the “Agreement”) govern Your access to and use of the TollSpot platform, website, and related services (collectively, the “Service”). TollSpot is a product of MyAutomata LLC. Any terms such as “Service Provider” refer to MyAutomata LLC dba TollSpot. “You” and “Your” refer to the user of the Service, as defined in this Agreement. Please read these Terms of Service carefully before using the Service. By accessing or using the Service, You agree to be bound by this Agreement. If You do not agree with any part of this Agreement, You may not use the Service. We may update or modify this Agreement from time to time. Parties in this Agreement may individually be referred to as a “Party” and collectively as the “Parties.”

The Parties agree to the following:

Definitions

1. Agreement: Refers to these Terms of Service.
2. Confidential Information: Refers to any non-public, proprietary, or sensitive information, whether oral, written, electronic, or other form, disclosed by one party to another in connection with this Agreement. This includes, but is not limited to, business plans, financial data, customer lists, pricing, trade secrets, technical data, methods, processes, software, systems, intellectual property, and any other information identified as confidential or that a reasonable person would understand to be confidential based on its nature or circumstances.
3. CPI-U: Refers to the Consumer Price Index for All Urban Consumers, as published by the U.S. Bureau of Labor Statistics, used to calculate price adjustments under this Agreement.
4. Customer Data: Refers to any information, data, multimedia, video, audio, materials, or content that You provide to the Service Provider via the Service, including but not limited to Vehicle Data, Personal Data, and Driver Data, whether provided directly or indirectly. Customer Data includes any such information in any form or medium, and encompasses both data owned by You and data You have the right to provide to the Service Provider for purposes of this Agreement.
5. Driver: Refers to any individual authorized by You to operate a Vehicle, including but not limited to employees, agents, contractors, and customers.
6. Driver Data: Refers to any personal data or information of drivers of the Vehicles, including but not limited to name, contact information, license details, trip history, and other identifying or behavioral data, provided by You or otherwise collected as necessary to provide the Service.
7. Effective Date: Refers to the date You first access or use the Service, or the date otherwise agreed to by the parties in writing.
8. Fleet: Refers to the collective group of vehicles owned, leased, or otherwise managed by You and registered with the Service Provider for the purpose of receiving Services under this Agreement, including all vehicles subject to toll management, monitoring, or violation processing as outlined in the scope of Services.
9. Initial Term: Refers to the initial period during which this Agreement remains in effect, commencing on the Effective Date.
10. Location Data: Refers to precise geolocation data from the Vehicles, including the date, time, and exact geographic coordinates, and may include information related to the location of the driver of the Vehicle.
11. Party/Parties: Refers to the Service Provider and/or You, individually or collectively, as the context requires.
12. Personal Data: Refers to any information relating to an identified or identifiable natural person, including but not limited to name, contact information, identification numbers, account information, or other data that can be used to directly or indirectly identify an individual. Personal Data includes any information protected as “personal information” or “personal data” under applicable laws and regulations, and may encompass Location Data and Driver Data collected or processed in connection with the Service.
13. Prepaid Balance: Refers to the minimum amount maintained by You with the Service Provider to cover toll charges and related fees.
14. Renewal Term: Refers to successive renewal periods following the Initial Term.
15. Service Provider: Refers to MyAutomata LLC dba TollSpot, including its affiliates, employees, contractors, and representatives.
16. Services: Refers to the toll management, monitoring, violation processing, and other related services provided by the Service Provider under this Agreement.
17. Support Hours: Refers to the hours during which the Service Provider offers technical support.
18. Third-Party Toll Accounts: Refers to accounts maintained with third-party toll agencies, toll data aggregators, or connected toll data service providers (including, but not limited to, platforms similar to Plaid for toll information) that provide access to toll transaction data, violation data, account balances, or other toll-related information for the Vehicles.
19. Toll Agencies: Refers to any governmental or private entities that operate toll roads or manage toll collection systems.
20. Vehicle: Refers to any automobile or other mode of transportation managed by You and registered for toll services under this Agreement.
21. Vehicle Accounts: Refers to accounts maintained with vehicle manufacturers, telematics providers, or other authorized platforms that provide access to data and features associated with the Vehicles, including but not limited to manufacturer-connected services, telematics portals, or fleet management systems.
22. Vehicle Data: Refers to all data and information available through the Vehicle Accounts relating to the condition, location, performance, usage, diagnostics, and other operational or technical informatics of the Vehicles.
23. Violation Notices: Refers to notices issued by toll agencies or other authorities for toll violations, traffic infractions, or similar offenses incurred by Vehicles.
24. Agents: Refers to You, Your affiliates, employees, agents, assigns, independent contractors, and representatives.

TERMS OF SERVICE

1. Services
1. Nationwide Toll Management: The Service Provider will manage toll registration for Your Vehicles with Toll Agencies across the contiguous continental United States. This includes the registration and maintenance of license plate–based toll accounts with multiple tolling authorities to ensure seamless toll road access. This Agreement does not cover any tolls for Canadian provinces, nor any toll management in United States territories or non-contiguous states, including Puerto Rico, Guam, American Samoa, the Northern Mariana Islands, the U.S. Virgin Islands, Alaska, or the Hawaiian Islands. Any agreement to include these areas will require a written amendment to this Agreement.
2. Toll Road Usage Monitoring: The Service Provider will monitor toll road usage for each registered Vehicle, capturing toll events and related details. This information will be made available to You through Your web portal.
3. Violation Processing: The Service Provider will provide a portal for You to upload violations. The Service Provider will process these violations by matching them to the appropriate rental agreement and handling billing. Receipts will be issued to the Driver upon payment.
4. Web Portal Access: If applicable, the Service Provider will provide a web portal for You to manage Your Fleet. The portal will allow You to view detailed reports on toll usage, violations, and billing history, and provide dashboard access for insights into Vehicle and toll activity.
5. Service Provider Obligations: The Service Provider agrees to fulfill its obligations under this Agreement in a lawful, careful, and diligent manner, devoting sufficient time and effort toward the performance of the Services. The Service Provider represents and warrants that the Services will be performed in a thorough and professional manner, consistent with high industry standards, by personnel with the necessary training, experience, technical knowledge, and skills.
6. No Refunds; Owner Responsibility: If a Vehicle drives on a toll road, all related toll charges will be final and non-refundable, regardless of circumstances, including but not limited to accidental entry, driver error, or vehicle malfunction. The applicable toll agency considers the registered vehicle owner responsible for payment of all tolls, fees, and penalties assessed, and such amounts will be charged in full to Your account.
2. Term and Renewal
1. Initial Term: This Agreement will commence on the Effective Date and will continue on a month-to-month basis.
2. Automatic Renewal: Unless otherwise agreed in writing, following the Initial Term this Agreement will automatically renew for successive one-month periods (each a “Renewal Term”) unless either You or the Service Provider cancels the service.
3. Purchase Price
1. Method of Payment: All payments due under this Agreement shall be made by You to the Service Provider via Automated Clearing House (ACH) transfer, wire transfer, or credit/debit card. Payments shall be made in U.S. dollars and must be received on or before the due date specified on the invoice. You shall ensure that all payment details provided to the Service Provider are accurate and up to date. The Service Provider reserves the right to suspend services in the event of non-payment or failure to maintain an adequate prepaid balance, as outlined in this Agreement. Payments for toll charges and transaction fees will be made weekly through the saved payment method on file.
4. Toll Fees
1. You shall pay Service Provider for all fees, charges and penalties incurred by or assessed on Your Vehicles that are registered with the toll agencies.
5. Service Charges
1. For the service offered, TollSpot charges a percentage of total toll fee. Or a monthly rate + reduced percentage of toll fee. You'll select the plan after you create your account.
6. Late Payments
1. Payments received after due date incur a 1% monthly interest
2. Service Provider may suspend service if payment of any invoice is 10+ calendar days late provided it first provides email notice of non-payment and a period of five business days to cure, or if Prepaid Balance falls below required minimum and is not replenished within five (5) business days following a written request to replenish the balance.
3. You are responsible for all collection costs and reasonable attorney fees.
4. If any invoice remains unpaid for more than ninety (90) calendar days from the due date, the Service Provider may refer Your account to a collections agency. You shall be responsible for all costs of collection, including but not limited to collection agency fees, court costs, and reasonable attorneys’ fees.
5. You agree not to initiate any credit card chargeback or payment dispute with Your card issuer for amounts billed under this Agreement without first submitting the dispute directly to the Service Provider for review and resolution. Each unauthorized or premature credit card dispute will result in a $15.00 dispute handling fee, which will be added to Your account balance and charged to You.
7. Price Adjustments
1. Service Provider may adjust its fees and charges annually upon thirty (30) calendar days’ written notice to You. Such adjustments shall not exceed the greater of (i) 5% or (ii) the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) over the preceding 12-month period.
8. Prior Toll Charges
1. It is possible that certain Vehicles will have unpaid toll fees when enrolled for toll services under this Agreement. You represent and warrant that, to the best of Your knowledge, you do not have any outstanding payments, toll charges, fees, or penalties with any toll agency at the time of enrollment. In the event that any toll agency charges Service Provider for toll charges, fees, or penalties incurred by the Vehicles prior to the date of registration, you agree to promptly reimburse Service Provider for the full amount of such charges upon receipt of notification.
9. Toll Rates and Charges
1. You acknowledge and agree that all charges, including but not limited to toll rates, fees, fines, assessments, charges, and penalties are determined by the respective toll agencies and are subject to change at their discretion. You are obligated to pay the Service Provider in full for all Charges assessed by the toll agencies. This payment obligation applies regardless of any toll rate increases or additional Charges imposed by the toll agencies. Unless otherwise specified in this Agreement, all toll charges will be assessed at the higher cash rate or “Video Tolling Rate” or “Pay By Plate” rate, based on license plate-based tolling. To qualify for discounted transponder rates, a valid and properly functioning transponder must be securely mounted in the vehicle at the time of the toll transaction.
2. All toll rates, including cash rates, transponder rates, and license plate-based tolling rates, are established, managed, and governed exclusively by the respective toll agencies and are subject to their rules, regulations, and policies. These rates may vary by jurisdiction and are subject to change without prior notice. Transponder discounts, where applicable, are limited to the jurisdiction of the transponder's issuing agency and will not apply outside the home agency's network.
3. Special toll discounts, including but not limited to resident discounts, frequent commuter discounts, and other agency-specific discount programs, are not available through the Service Provider’s platform or services. These discount programs are exclusively managed and administered by the respective toll agencies and are typically limited to direct account holders who meet specific eligibility criteria. As such, the Service Provider cannot facilitate access to or enrollment in these programs on behalf of You or Your Drivers. You and Your Drivers seeking to benefit from these specialized discounts must establish and maintain direct accounts with the respective toll agencies.
4. All toll rates, fees, and associated rules are established and governed solely by the respective toll agencies and are subject to change at their discretion without prior notice. The Service Provider reserves the right to implement and pass through any such toll rate changes to You, as they occur.
10. Dispute Process Fee
1. A processing fee of $2.00 will be charged for each toll or violation dispute submitted by you. This fee will be waived if the Vehicle is equipped with an approved and functioning telematics device at the time of the toll event or violation. Approval of telematics devices is at the sole discretion of the Service Provider.
11. Other Responsibilities for You, if applicable
1. Informing Drivers about Service Use: You are required to inform the Drivers about the use of this toll and violation processing service. Drivers have the option of using their personal transponder, and toll by plate will only be activated when toll agency is unable to read a transponder in the vehicle.
2. Informing Drivers about Toll Rates: You are required to inform the Drivers that the Service Provider will charge the highest cash rate or video tolling rate or pay-by-plate toll fee for all tolls transactions. The Service Provider does not participate in or qualify for any local or resident discount programs.
3. Informing Drivers about Delayed Toll Charges: You are required to inform the Drivers that toll charges may be delayed and that they are responsible for those charges when they are processed.
12. Fleet
1. If applicable, You agree that their fleet of Vehicles are properly registered in any U.S. state and have valid license plates.
13. Payment upon Service Termination
1. Upon termination of this Agreement for any reason, You shall be obligated to pay all outstanding fees, charges, and any other financial obligations incurred by You under the terms of this Agreement up until the termination date.
2. You acknowledge and agree that toll agencies may take up to twenty-four (24) months to report toll transactions to the Service Provider. You shall remain responsible for paying any such toll charges reported after the termination date, including any applicable fees, regardless of when they are reported to the Service Provider.
14. Delays and Issues with Toll Agencies
1. You acknowledge that, on occasion, toll agency data transfers may experience breakdowns or delays, resulting in toll agencies sending paper violation notices directly to the registered owner(s) of the Vehicle(s).
2. Upon receipt of any such violation notices, You are obligated to promptly mail the original notices to the Service Provider or scan and upload them to Your portal without delay.
3. To waive any fines and fees imposed by the toll agencies, these violation notices must be addressed immediately by the Service Provider. Timely receipt of the notices from You is essential for this process.
4. You must forward all violation notices to Service Provider within five business (5) calendar days of receipt and Service Provider must have atleast 5 business days before due date to allow prompt resolution of the violations. Service Provider shall not be responsible for any additional fines, fees or penalties resulting from Your failure to forward notices within this timeframe. You shall indemnify and hold harmless Service Provider for penalties assessed by the toll agency resulting from such delays.
15. Account Suspension
1. Service Provider may suspend Your account for payment default.
2. Upon suspension, Service Provider will:
1. Deregister vehicles from toll agencies
2. Cease processing any new toll transactions
3. During suspension period:
1. You will receive violations directly from toll agencies
2. You remain responsible for all toll charges and penalties
4. Service Provider is not liable for toll charges, violations, fees, fines or penalties incurred during suspension
5. Account reinstatement requires full payment of outstanding balance and replenishment of Prepaid Balance to required minimum.
16. Support Terms
1. Service Provider will provide Technical Support to You and Your Driver(s) via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Central US time, with the exclusion of Federal Holidays (“Support Hours”).
2. You or Your Driver(s) may initiate a helpdesk ticket any time by emailing support@tollspot.com
3. Service Provider will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
17. Intellectual Property
1. Service Provider shall own and retain all rights, title and interest in and to the Services and software, all improvements, enhancements or modifications thereto, any software, applications, inventions or other technology developed in connection with implementation services or support, and all intellectual property rights related to any of the foregoing.
18. Technology Changes
1. Service Provider may modify, update, or replace its systems and software at any time in its sole discretion provided that any such update or change does not materially alter Service Provider’s ability to provide the services specified in this Agreement.
19. Data Rights
1. Subject to our Privacy Policy, You shall own all right, title and interest in and to Your Data.
2. Vehicle Informatics: Subject to our Privacy Policy, You grant to the Service Provider the right to (a) access the Service Provider’s accounts with Vehicle manufacturers (“Vehicle Accounts”) associated with the Vehicles to be monitored using the Services (“Vehicles”) by providing the access credentials for such accounts, and (b) receive, download, copy, analyze, and process data from the Vehicle Accounts relating to the condition, location, performance, and other informatics relating to the Vehicles (“Vehicle Data”) for the purpose of providing the Service and other purposes as authorized under this Agreement. In addition, You grant to the Service Provider the right to collect and process precise geolocation data from the Vehicles, including the date, time, and precise location of the Vehicle, which may also include information about the location of the driver of the Vehicle (“Location Data”), and to collect and process Personal Data of drivers of the Vehicles to the extent provided by You or necessary to provide the Service (“Driver Data”).
3. Personal Data: Each Party acknowledges that Personal Data may be shared and processed by each Party in connection with performing their obligations under this Agreement. The Parties agree to treat Personal Data as Confidential Information under this Agreement and to comply with all applicable laws, rules, regulations, and orders relating to the collection and processing of Personal Data under this Agreement. In addition, the Parties shall comply with the terms of the Service Provider’s Privacy Policy at www.tollspot.com. You shall provide all notices and obtain all consents required by applicable laws from individuals whose Personal Data is being collected and processed in connection with the Service under this Agreement, including, but not limited to, Location Data and Driver Data, including notice that Personal Data will be collected and processed by the Service Provider in providing the Service under this Agreement.
4. License to Customer Data: You hereby grant to the Service Provider a worldwide, non-exclusive, royalty-free, fully paid-up license to use, distribute, reproduce, display, perform, and create derivative works of any information, data, multimedia, video, audio, materials, or content that You provide to the Service Provider via the Service, including Vehicle Data, Personal Data, and Driver Data (collectively, the “Customer Data”) for the purposes of: (1) providing the Service to You, and (2) developing, maintaining, supporting, or improving the Service (including, to the extent permitted by applicable law, following the termination of this Agreement). The Service Provider may authorize its affiliates and contractors to exercise the foregoing rights. You retain ownership of Customer Data, subject to the license granted in this section. You represent and warrant that You have obtained all consents, approvals, permissions, or rights necessary to grant the license to Customer Data to the Service Provider as specified in this section.
20. Providing Access to Third-Party Accounts
1. Our Service relies on data provided by third party services (Toll Authority, your Vehicle Reservation System, Credit Card Processors, Telematics providers, etc.). You may direct us to retrieve your information maintained by these third party services on your behalf. Service Provider cannot review the Account Information for accuracy, legality or non-infringement. Service Provider is not responsible for the Account Information or products and services offered by or on third-party sites. By submitting third party API keys, usernames, passwords and other login information, you are licensing that content to TollSpot for the purpose of providing you the Service. Service Provider may use and store the content in accordance with this Agreement and our Privacy Statement. You represent that you are entitled to submit it to Service Provider for use of this purpose, without any obligation by Service Provider to pay any fees or be subject to any restrictions or limitations. By using the Service, you expressly authorize Service Provider to access your Account Information maintained by the identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. For purposes of this Agreement and solely to provide the Account Information to you as part of the Services, you grant TollSpot as your agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person.YOU ACKNOWLEDGE AND AGREE THAT WHEN TOLLSPOT IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, TOLLSPOT IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD-PARTY SITE. You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Services. TollSpot is not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate account information. TollSpot will not be responsible for loss of profits, goodwill, or other intangible losses from delayed or incorrect data from third party services.
2. You agree to provide the Service Provider with accurate and up-to-date credentials, tokens, or permissions necessary to access Your Third-Party Accounts. You are solely responsible for ensuring that You have the legal right to grant such access, and You represent and warrant that doing so does not violate any agreement You have with the third-party service provider.
21. Limitation of Liability
1. Each Party will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether such Party has been advised of the possibility of any such damage. In no event will either Party’s liability exceeds the price paid by You for the Services giving rise to the claim or cause of action.
22. Indemnification
1. You shall indemnify, defend and hold harmless the Service Provider, its affiliates, officers, directors employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising from or relating to:
1. Your breach of this Agreement.
2. Your negligence or willful misconduct.
3. Any claim by a Driver or third party arising from Your use of the Service.
4. Any violation of law by You or its Drivers.
5. Any inaccurate or incomplete information provided by You.
23. Assignment
1. Either Party may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with prior written consent of the other Party. Any purported assignment of rights or delegations of performance in violation of this section is void.
24. Independent Contractor
1. The relationship between the Parties under this Agreement is solely that of independent contractors. Nothing in this Agreement shall create or be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party shall have the authority to bind or obligate the other Party in any manner, nor shall either Party hold itself out as having such authority. The Service Provider shall be solely responsible for its employees, subcontractors, and agents, including payment of all wages, taxes, and benefits, and compliance with applicable employment laws. Similarly, You shall bear sole responsibility for its personnel and operations. Each Party agrees to indemnify and hold the other harmless from any claims arising from its misclassification of personnel or any related obligations. This provision shall apply to all dealings between the Parties and their respective personnel under this Agreement.
25. Representations
1. Each Party represents and warrants that it has full authority to enter into and perform its obligations under this Agreement, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms. Each Party further represents that its execution, delivery, and performance of this Agreement do not conflict with or breach any other agreements, obligations, or applicable laws, that it will comply with all relevant laws and regulations in its performance under this Agreement, and that there are no pending or threatened legal actions that could materially impact its ability to fulfill its obligations. Additionally, each Party warrants that any information or documentation provided to the other is accurate and complete to the best of its knowledge at the time of disclosure and that it has the necessary resources, personnel, and expertise to perform its obligations as set forth herein.
26. Governing Law and Venue
1. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
27. Disputes
1. Mediation: The Parties shall first attempt to resolve the dispute through mediation. Mediation shall be conducted by a mediator mutually agreed upon in writing by both You and the Service Provider. The mediation process shall not exceed thirty (30) calendar days from the date the mediator is appointed, unless otherwise agreed in writing by the Parties. Both Parties shall split the costs of the mediation process, including the mediator's fees. Each Party shall bear its own legal fees.
2. Arbitration: IF THE DISPUTE IS NOT RESOLVED THROUGH MEDIATION AS PROVIDED ABOVE, EXCEPT AS PROVIDED HEREIN, ANY CLAIMS OR DISPUTES (INCLUDING THE INTERPRETATION AND SCOPE OF THIS AGREEMENT) BETWEEN THE PARTIES OR THEIR EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RESULTING TRANSACTION OR RELATIONSHIP (INCLUDING ANY SUCH RELATIONSHIP WITH THIRD PARTIES WHO DO NOT SIGN THIS AGREEMENT) SHALL AT THE ELECTION OF EITHER PARTY BE RESOLVED BY NEUTRAL, BINDING ARBITRATION AND NOT BY A COURT PROCEEDING. ANY ARBITRATION UNDER THIS SECTION SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (9 U.S.C. § 1 ET. SEQ.) AND NOT BY ANY STATE LAW CONCERNING ARBITRATION, EXCEPT THAT IN MAKING AN AWARD, THE ARBITRATOR SHALL DETERMINE THE RIGHTS AND OBLIGATIONS OF THE PARTIES ACCORDING TO THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF DELAWARE, INCLUDING THE APPLICABLE STATUTE OF LIMITATIONS. IN ARBITRATION, DISCOVERY AND RIGHTS TO APPEAL ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT AND OTHER RIGHTS THE PARTIES MAY HAVE IN COURT MAY NOT BE AVAILABLE. The party initiating arbitration shall choose JAMS: DALLAS MEDIATION, ARBITRATION, AND ADR SERVICES, or any other organization that the initiating party may choose subject to the other party’s approval. Copies of the rules of these organizations are available by contacting the arbitration organizations or visiting their websites. If the chosen organization's rules conflict with this arbitration paragraph, then the provisions of this paragraph shall control. Arbitrators shall be attorneys or retired judges and shall be selected based on the applicable rules. The arbitration hearing shall be conducted in Dallas, Texas. The initiating Party will advance the filing, administration, service or case management fee and arbitrator or hearing fee all up to a maximum of $2,500, which may be reimbursed by decision of the arbitrator at the arbitrator's discretion. All other fees and expenses of the arbitration shall be borne by the Parties equally, except that each Party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proofs unless awarded by the arbitrator in the final judgment. Where payment of fees, administrative charges, arbitrator compensation, or related expenses are required by the arbitrator or arbitration organization and a Party refuses or fails to pay, it is agreed that, at the discretion of the paying Party and subject to the rules of the arbitration organization, one or more of the following methods and rules may be used to effectuate arbitration proceedings: (1) the paying Party may ask the arbitrator to issue an interim award or judgment ordering the non-paying party to pay its share of fees, and then, if necessary, ask a court to enforce that order; (2) arbitration proceedings may be terminated, constituting an automatic waiver of the non-paying party’s right to contest liability on the underlying claims or disputes, either through arbitration or otherwise, and in which case it is agreed that the failure to pay such fees shall constitute a default and material breach of this Agreement, thereby entitling the paying Party to proceed in court for an inquest for damages; (3) either Party may pay the fees due on behalf the non-paying party as a condition for proceeding with arbitration, in which case all such fees, costs, and other expenses paid on behalf of the non-paying party shall be awarded to the prevailing party as part of the arbitrators' judgment; (4) the failure to pay shall constitute a waiver by the non-paying Party to present evidence or cross-examine witnesses. The arbitrator's award shall be final and binding on all Parties, subject to any limited right to appeal under the Federal Arbitration Act or applicable rules of the arbitration organization. The appealing Party requesting new arbitration shall be responsible for the filing fee and other arbitration costs subject to a final determination by the arbitrators of a fair apportionment of costs. The Parties retain the right to seek remedies in small claims court for disputes or claims within that court's jurisdiction, unless such action is transferred, removed or appealed to a different court. Neither Party waives the right to arbitrate by filing in small claims court. Any court having jurisdiction may enter judgment on the arbitrator's award. This paragraph shall survive any termination or transfer of this Agreement. If any part of this paragraph is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable.
28. Waiver
1. No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.
29. Confidentiality
1. Each Party agrees to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed by the other Party in connection with this Agreement. Neither Party shall disclose, use, or permit the use of the Confidential Information except as necessary to fulfill its obligations under this Agreement or as required by law. Confidential Information shall not include information that: (a) was publicly available at the time of disclosure; (b) becomes publicly available through no fault of the receiving Party; (c) was known to the receiving Party prior to disclosure; or (d) is independently developed by the receiving Party without reference to the disclosing Party’s information. Upon termination of this Agreement, each Party shall return or destroy the other Party’s Confidential Information upon request.
30. Survival
1. The provisions of this Agreement that by their nature are intended to survive termination or expiration, including but not limited to obligations regarding payment, indemnification, limitation of liability, confidentiality, governing law, and dispute resolution, shall remain in full force and effect after the termination or expiration of this Agreement.
31. Notices
1. Any notice or other communication given or made to any Party under this Agreement shall be in writing and delivered by email, by hand, sent by overnight courier service, or sent by certified or registered mail, return receipt requested, to the address provided by You or to 5900 Balcones Drive, Suite 8172, Austin, TX 78731.
32. Non-Competition
1. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, You shall not, directly or indirectly, engage in, own, operate, manage, consult for, or have any financial or beneficial interest in any business or entity that competes with the Services provided by the Service Provider under this Agreement. This restriction applies to any geographic area where the Service Provider operates or provides its Services. You acknowledge that this non- competition provision is reasonable in scope and necessary to protect the legitimate business interests, trade secrets, and goodwill of the Service Provider. If any part of this clause is deemed unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in effect, and the scope of this clause shall be modified to the maximum extent permitted by law to ensure enforceability.
33. Waiver of Jury Trial
1. The Parties hereby knowingly, voluntarily, and irrevocably waive any right to a trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions it contemplates. This waiver applies to any claim, counterclaim, or action, whether based on contract, tort, or otherwise. The Parties agree that any such dispute shall be resolved exclusively through the dispute resolution procedures outlined in this Agreement or, if necessary, by a judge in a court of competent jurisdiction.
34. Attorneys’ Fees, Expenses, and Costs
1. If any legal action, arbitration, or other proceeding is brought to enforce or interpret the terms of this Agreement, or as a result of a breach or default under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other expenses incurred in connection with the action or proceeding, in addition to any other relief to which it may be entitled.
35. Non-Solicitation
1. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, neither Party shall, directly or indirectly, solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of the other Party to terminate their relationship with that Party or to provide services for any competing business. Additionally, You agree not to solicit or attempt to solicit any current customers of the Service Provider for the purpose of offering services that are the same as or similar to the Services provided under this Agreement. The Parties acknowledge that this non-solicitation provision is reasonable in scope and necessary to protect the business interests and relationships of each Party. If any portion of this clause is found to be unenforceable, it shall be modified to the extent necessary to comply with applicable law while maintaining its intended effect.
36. Force Majeure
1. Neither Party shall be liable for any failure or delay in performance of its obligations under this Agreement to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, quarantines, war, terrorism, civil unrest, governmental orders or actions, changes in laws or regulations (including rules or requirements imposed by toll agencies that materially affect Service Provider’s ability to provide license plate-based tolling, such as mandates requiring transponder-only tolling), labor disputes, cyberattacks, ransomware, denial-of-service attacks, failures of telecommunications or internet service providers, or outages or failures of third-party systems, platforms, or toll agency networks. In the event of a Force Majeure, the affected Party shall promptly notify the other Party of the nature and expected duration of the delay. Service levels during a Force Majeure event shall be excused for the duration of the event; however, for uptime-related commitments, the Parties agree that the Service Level Agreement target of 99.9% uptime shall apply subject to a maximum credit equal to 100% of the applicable monthly service fees.
37. Miscellaneous
1. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.
38. Invalidity and Severability
1. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to make it enforceable or, if modification is not possible, shall be severed from this Agreement. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect. The Parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely achieves the original intent of the Parties.
39. Voluntary Agreement:
1. The Parties acknowledge and agree that they are entering into this Agreement voluntarily, of their own free will, and without any coercion, duress, or undue influence. Each Party represents that it has carefully read and fully understands the terms and conditions of this Agreement, and that it has had the opportunity to seek independent advice, including legal counsel, prior to signing. This Agreement represents the mutual intent of the Parties and reflects their complete understanding of the matters contained herein.
40. Integration and Merger
1. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written. No other agreements, statements, or promises made by either Party that are not included in this Agreement shall be binding. Any amendments or modifications to this Agreement must be in writing and signed by both Parties to be effective.
41. Modification
1. This Agreement may only be amended, modified, or supplemented by a written instrument by the Service Provider. Any waiver of any provision of this Agreement must be in writing and signed by the Party against whom enforcement of the waiver is sought. Oral modifications or waivers shall have no effect.
42. Rules of Construction
1. The headings in this Agreement are for reference only and do not affect the meaning or interpretation of any provisions. Any ambiguities or uncertainties in this Agreement shall not be construed against the Party that drafted it but shall be interpreted in accordance with the intent of the Parties as a whole. The use of singular terms includes the plural and vice versa unless the context requires otherwise. The words "including," "includes," and "include" shall be deemed to be followed by "without limitation."
43. Remedies
1. In the event of a breach or threatened breach of this Agreement, the Parties agree that the non-breaching Party shall be entitled to the following remedies. These remedies shall be cumulative and not exclusive, and the exercise of one remedy shall not preclude the exercise of any other remedy available under this Agreement or applicable law:
1. Damages: The non-breaching Party may seek monetary damages to compensate for any losses incurred as a result of the breach.
2. Specific Performance: The non-breaching Party may seek specific performance, requiring the breaching Party to fulfill its obligations under this Agreement, where monetary damages alone would not provide an adequate remedy.
3. Injunctive Relief: The non-breaching Party may seek temporary, preliminary, or permanent injunctive relief to prevent or mitigate harm resulting from a breach or threatened breach, without the necessity of posting a bond or other security.
44. Entire Agreement
1. This Agreement contains the entire understanding between the Parties and supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to such subject matter.