TOLLSPOT TERMS OF SERVICE

Last updated: September 30, 2025

IF YOU ARE USING ANY TOLLSPOT SERVICES AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

The following Terms of Service (hereinafter referred to as the “Agreement”) govern Your access to and use of our website at https://tollspot.com and any of its subdomains, and any other websites owned and operated by TollSpot (together, our “Site”), our application and/or web portal (together with our Site, the “Platform”), and the products and services offered through our Platform (collectively, the “Service”). TollSpot is a product of MyAutomata LLC. Any terms such as “Service Provider,” “we” or “us” refer to MyAutomata LLC dba TollSpot. “You” and “Your” refer to the user of the Service, as defined in this Agreement. Parties in this Agreement may individually be referred to as a “Party” and collectively as the “Parties.”

Please read these Terms of Service carefully before using the Service. By accessing or using any portion of the Platform or 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 Platform or Service.

We may update or modify this Agreement from time to time in our sole discretion, including by adding, deleting or modifying terms. If the changes to this Agreement materially modify Your rights or obligations, they will be effective on the earlier of the date upon which You consent to them or thirty (30) days from the date on which we notify You of the updates. If the changes do not materially modify Your rights or obligations, they will be effective when posted on any part of the Platform, and Your continued use of the Platform or the Service after the posting of any changes to this Agreement will mean that You accept and agree to the changes. Every time You wish to use the Platform or the Service, please check this Agreement to ensure You understand the terms that apply to You at that time.

The Parties agree to the following:

Definitions

Agreement: Refers to these Terms of Service.
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.
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.
Customer Data: Is defined in Section 10.4 below.
Driver: Refers to any individual authorized by You to operate a Vehicle, including but not limited to employees, agents, contractors, and customers.
Driver Data: Refers to any Personal Data of Drivers of the Vehicles, including but not limited to name, email address, telephone number, drivers license details, trip history, and other identifying or behavioral data, provided by You or otherwise collected as necessary to provide the Service.
Effective Date: Refers to the date You first access or use the Service, or the date otherwise agreed to by the parties in writing.
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.
GPS Tolling: Is defined in Section 10.2 below.
Initial Term: Refers to the initial period during which this Agreement remains in effect, commencing on the Effective Date.
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.
Party/Parties: Refers to the Service Provider and/or You, individually or collectively, as the context requires.
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.
Prepaid Balance: Refers to the minimum amount maintained by You with the Service Provider to cover toll charges and related fees.
Renewal Term: Refers to successive renewal periods following the Initial Term.
Service Provider: Refers to MyAutomata LLC dba TollSpot, including its affiliates, employees, contractors, and representatives.
Services: Defined in the preamble to this Agreement.
Support Hours: Refers to the hours during which the Service Provider offers technical support.
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.
Toll Agencies: Refers to any governmental or private entities that operate toll roads or manage toll collection systems.
Vehicle: Refers to any automobile or other mode of transportation managed by You and registered to receive Services under this Agreement.
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.
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 telematics of the Vehicles.
Violation Notices: Refers to notices issued by toll agencies or other authorities for toll violations, traffic infractions, parking, or similar offenses incurred by Vehicles.
Agents: Refers to You, Your affiliates, employees, agents, assigns, independent contractors, and representatives.

TERMS OF SERVICE

Services. Subject to this Agreement, we will provide the following list of Services, which can be selected and accessed through the Platform:
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. Some Express Lanes (Optional HOT lanes do not support license plate toll accounts and are not currently supported by the Service Provider).
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. 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.
4. Optional Rebilling Services. Service Provider can use Location Data and Vehicle Data to estimate the toll charges applicable to a specific Driver based on the Vehicle’s trip history. You can also upload Vehicle violations to Your Account, and the Service Provider can assist you with processing these violations by matching them to the appropriate rental agreement. Service Provider will enable You to invoice and charge the Driver for the toll usage ahead of Your receipt of the bill from the applicable Toll Agencies, and to invoice and charge the Driver for violations, and provide an itemized receipt of charges, which can be emailed directly to Driver.
We reserve the right to make changes to how we operate our business, including to any portion of the Platform, or by adding new Services, modifying existing Services, provided that any such update or change does not materially alter Service Provider’s ability to provide the Services specified in this Agreement.
How to Access Our Services:
1. In order to access or use any of our Services, You will be required to create an account (“Account”) on the Platform and log in. To be eligible to use the Services, You must:
  1. Reside in the United States. The Platform and our Services are intended to be made available only to businesses located within the contiguous continental United States. Nothing on our Platform shall be considered a solicitation to sell products or services to any non-U.S. persons or to subject us to non-U.S. laws or regulations. We make no representations or warranties that the information, products or services provided through our Platform is appropriate for access or use in other jurisdictions.
  2. Be of legal age in your state of residence. You must be at least 18 years old to use the Platform or any of our Services.
  3. Provide Your full legal name and have a valid and unique email address and phone number and address.
Party Obligations.
1. Service Provider Obligations.
  1. 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. The Service Provider will provide the Services in accordance with its obligations under applicable laws and regulations.
  2. During the Term of this Agreement, and provided that You comply with the terms and conditions in this Agreement, we hereby grant to You a limited, personal, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for professional or business use. You shall be responsible for each authorized user’s compliance with this Agreement, and acts or omissions by any of Your authorized users shall be deemed acts made by You.
2. Customer Obligations.
  1. You agree to use the Services in compliance with all applicable laws, government regulations and any other legal requirements, including but not limited to any data privacy laws and regulations, and any other third-party legal requirements applicable to You.
  2. You agree to provide accurate and updated license plate and Vehicle information. The Service Provider is not responsible for any liability, costs, or expenses that arise due to the entry of mistaken information. If You notice that any Vehicle information is inaccurate, You must promptly reach out to the Service Provider to correct the information; however, You acknowledge and agree that You remain responsible for any toll charges incurred (see section below).
  3. It is Your responsibility to ensure that Vehicles are removed from other toll platforms and agency registrations to avoid double charging, or receiving assessments or penalties if the other account is not in good standing.
  4. You are responsible for informing the Drivers that You use the Services for tolls and violation processing, and that the Service Provider may be interacting with the Drivers, including by directly invoicing or, using a third-party, charge the Driver’s payment information to pay the toll charges and any other processing fees. 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. You agree to use reasonable efforts, when requested, to facilitate communications between the Service Provider and the Driver, and to provide any information needed for the Service Provider to perform its obligations hereunder. The Service Provider is not responsible for any liability or nonperformance caused by Your breach of this provision. In addition, You agree to inform the Driver regarding the following:
    1. You are required to inform the Drivers that the Service Provider will charge the highest posted 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.
    2. 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. On average most toll charges will be posted within 30 days of travel, but it is not uncommon for charges to be posted 6 – 12 months after travel.
  5. The Service Provider will process Vehicle and Driver Data, and any other Personal Data provided by You on Your behalf. You represent and warrant that You have obtained any and all necessary consents or authorizations from any Driver, and has provided any and all notices required by applicable laws before sharing any Personal Data with us through the Service.
  6. If applicable based on the Services You receive, You must collect payment information from the Driver and store such information in a secure tokenized manner consistent with prevailing industry standards on information security (including PCI/DSS standards). If You stores, process, transmit, or otherwise have direct access to cardholder data, You represent and warrant that You are and will maintain current PCI DSS compliance and promptly implement required changes, or rely on subcontractors that are PCI DSS compliant. You must also maintain all reservation and rental data related to the Vehicle in Your reservation system.
  7. You agree to be ultimately responsible for all tolls, fees, and penalties assessed by any Toll Agency if Your Vehicle travels on a toll road, notwithstanding the fact that the Service Provider may invoice or charge the Driver on Your behalf. You acknowledge that if Your Vehicle travels on a toll road, all related toll charges will be final and nonrefundable, regardless of circumstances, including but not limited to, errors in vehicle information, driver error or vehicle malfunction.
Fees and Payment Terms
1. Fees. The Service Provider shall invoice and charge Your payment method based on the Services You select through Your Account. All fees will be disclosed to You through the web portal or application before You select Your Services. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and fees are non-refundable. Toll charges and transaction fees will be invoiced and charged weekly.
2. Price Adjustments. 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. As described in greater detail in Section 6 below, toll charges are determined by the applicable Toll Agency, and Toll Agencies may also make changes to toll charges without prior notice to us or to You.
3. Payment Method. 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.
4. Late Payments. Payments received after due date incur a 1% monthly interest (or the maximum rate permitted under applicable laws). You are responsible for all collection costs and reasonable attorney fees incurred by us to collect late payments. 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. Payment Disputes. 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. You must submit payment disputes to the Service Provider within five (5) business days after receiving the invoice. 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. Notwithstanding the foregoing, as described in greater detail in section 3.b.VII, all toll charges, once incurred, are final and nonrefundable.
6. Taxes. Amounts due under this Agreement are payable to Service Provider without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, or value added tax withheld at the source, excluding taxes based on Service Provider’s net income. If applicable law requires withholding or deduction of such taxes, excluding taxes based on Service Provider’s net income, You shall separately pay Service Provider the withheld or deducted amount.
Term and Renewal; Termination; Suspension
1. Term and Automatic Renewal: This Agreement will commence on the Effective Date and, unless otherwise agreed to in writing, will automatically renew for successive one-month periods (each, a “Renewal Term”). You can cancel the Service at any time through your Account, which once continued, will terminate at the end of the then-current calendar month.
2. Termination. Each Party may terminate this Agreement at any time upon prior written notice if the other Party has materially breached this Agreement and the breach was not cured within ten (10) business days of receiving notice of such breach. For the avoidance of doubt, nonpayment of any obligations under this Agreement shall be deemed a material breach of this Agreement by You.
3. Effect of Termination. 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. 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. Upon the effective date of termination, You will lose access to Your Account and any data saved on Your Account.
4. Suspension of Service. 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.
  1. If Service is suspended, Service Provider will (a) de-register Vehicles from Toll Agencies, and (b) immediately cease processing any new toll transactions.
  2. During the suspension period, You will receive violations and charges directly from Toll Agencies. You remain responsible for all toll charges and penalties during the suspension period.
  3. Once You have fully paid all outstanding balance and replenished the Prepaid Balance to Your required minimum, then Service Provider will resume the provision of Services.
Additional Information Regarding Toll Charges
1. Toll Charges. You acknowledge and agree that all toll charges, including but not limited to toll rates, fees, fines, assessments, charges, and penalties are determined by the respective Toll Agency and are subject to change at their discretion, often without prior notice. Some Toll Agencies may also levy additional fees for license plate / video tolling, or commercial ride sharing. As provided above, You are ultimately responsible for all charges imposed by the Toll Agency, which may be passed to You through the Service Provider. Unless otherwise specified in this Agreement, all toll charges will be assessed at the highest posted rate based on license plate or video tolling.
2. Transponder Discounts. Transponder discounts, where applicable, are limited to the jurisdiction of the transponder's issuing agency and typically will not apply outside the home agency's network. To qualify for discounted rates, a valid and properly functioning transponder must be securely mounted in the Vehicle at the time of the toll transaction and vehicles ownership requirements must be met as per Toll Agency rules. For example, NY does not give Staten Island resident discounts to businesses. The Service Provider is not liable for the failure of any Vehicle from qualifying for transponder discounts if such failure is not caused by Service Provider’s action or inaction.
3. Other Toll Discounts. 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. Prior Toll Charges. 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.
5. Delays and Issues with Toll Agencies. You acknowledge that 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).
  1. 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 Account without delay.
  2. 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.
  3. You must forward all violation notices to Service Provider within five business (5) calendar days of receipt and Service Provider must have at least 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.
Dispute Process Fee
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.
Intellectual Property
1. Platform and Services. Service Provider shall own and retain all rights, title and interest in and to the Platform and the Services, as well as all related 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. Service Provider may freely use and incorporate any suggestions, comments, or other feedback about the Platform or the Services voluntarily provided by You into its Platform or Services without further compensation to You.
2. Customer Reference. With Your prior written consent, Service Provider may identify You as its customer to other customers or prospective customers. Service Provider may use and display Your company name, logo, trademarks and service marks on the Site or in Service Provider’s marketing materials, and You give Service Provider a limited, non-exclusive, non-transferable, non-sublicensable right during the Term for Service Provider to use Your name, logo, trademarks and service marks for this purpose.
Data; Third-Party Accounts.
1. Vehicle Telematics: Subject to our Privacy Policy, You grant to the Service Provider the right to (a) access Your accounts with Vehicle manufacturers (“Vehicle Accounts”) associated with the Vehicles to be monitored using the Services 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 telematics (including fuel level, odometer reading, battery charge level etc.) relating to the Vehicles and any other 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 Location Data, and to collect and process Driver Data to the extent provided by You or necessary to provide the Service.
2. Toll Agency Accounts. Subject to our Privacy Policy, You grant to the Service Provider the right to access Your accounts maintained with third-party toll agencies, toll data aggregators, or connected toll data service providers that provide access to toll-related information for Your Vehicles, for the purpose of receiving and processing Vehicle Data, such as toll transactions, violation notices, account balances, vehicle registration information, and associated location data, to the extent necessary to provide the Service You request.
3. GPS Tolling: The Service Provider will use Location Data, including GPS, to estimate a Vehicle’s toll charges, based on the Vehicle’s trip history (“GPS Tolling”). GPS Tolling only works on certain approved devices, and the accuracy may vary depending on the device used. GPS Tolling also does not work on all toll roads, e.g., express lanes with dynamic pricing. If You enroll Your Vehicle in GPS Tolling, You must inform your Driver about the use of telematics devices for GPS Tolling. GPS Tolling is not currently supported in the state of California.
4. 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.
5. 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.
6. Data Sharing with Third Parties. If applicable, You agree that Service Provider may share your Customer Data with other third parties for the purposes of providing Services to you, including with Toll Agencies or with other tolling platforms. All sharing of data is governed by our Privacy Policy.
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.
Limitation of Liability. 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.
Indemnification
1. a. 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 gross 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.
Assignment. 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. Service Provider may assign this Agreement in connection with a merger, acquisition, or other transfer of all or substantially all of Service Provider’s assets. Any purported assignment of rights or delegations of performance in violation of this section is void.
Independent Contractor. 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.
Representations
Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
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.
Waiver of Jury Trial (if Dispute is Not Arbitrated). 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.
Waiver. 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.
Confidentiality. 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.
Survival. 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.
Notices. 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 through Your Account, or if addressed to Service Provider, to 5900 Balcones Drive, Suite 8172, Austin, TX 78731.
Non-Competition. 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.
Attorneys’ Fees, Expenses, and Costs¨. 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.
Non-Solicitation. 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. This provision shall not, however, restrict either party from making any non-targeted general solicitation for employees not specifically directed at any employee(s), and provided further that no party shall be restricted from employing any employee who responds to any such non-targeted general public solicitation. 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.
Force Majeure. 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 changes to 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.
Voluntary Agreement. 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.
Entire Agreement. 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.
Miscellaneous. 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. Any amendments or modifications to this Agreement must be in writing and signed by both Parties to be effective. 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.

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