HUB FLEET SOLUTIONS MARKETPLACE TERMS OF USE

These Terms of Use were last updated on 26th Dec. 2023.

Introduction

Welcome to the Hub Fleet Solutions Marketplace. By using the services available from the domain and sub-domains of www.fleetmarketplace.hubinternational.com (the “Marketplace”), you are agreeing to be bound by the following terms, including those referenced herein (the “Terms of Use”) with Hub International Limited, and its affiliates (“Hub”), and Roadz Inc. (“Roadz” or the “Marketplace Platform Provider") (collectively, “we”, or “us”). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE MARKETPLACE. BY USING THE MARKETPLACE, YOU AGREE TO THESE TERMS OF USE.

Before you may access all of the features of the Marketplace, you must read and accept all of the terms and conditions in these Terms of Use. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS THE MARKETPLACE.

Capitalized terms that are not defined in these Terms of Use are defined in the Privacy Policy.

We may modify these Terms of Use from time to time. Any amended terms automatically take effect after being posted on the Marketplace. Your use of the Marketplace following the effective date of any modifications to these Terms of Use will constitute your acceptance of these Terms of Use, as modified. You agree that our provision of notice of updates or changes to the Terms of Use on the Marketplace shall constitute adequate notice. You should check these Terms of Use periodically for updates, which will be apparent from a change in the “last updated” date just below the title of these terms.

The Marketplace features a selection of products and services (collectively, “Solutions”) which you may decide to purchase from the third-party vendors (“Marketplace Vendors”) providing the Solutions on behalf of yourself if you are 18 years or older or on behalf of your company or employer, if you have proper authorization from your company or employer to bind that entity.

The Marketplace is run on the proprietary software developed by Roadz.

Registration and Eligibility

To access certain features of the Marketplace, you may be required to create or update an account on the Marketplace (“Account”) and/or will be asked to provide certain Personal Information, which may include your name, birthdate, email address, phone number and, in some cases, payment information or other information that does not readily identify you but when used in combination with other information, can be used together to identify you. To create an Account, or to provide Personal Information, you must be at least 18 years old and provide truthful, accurate and complete information about you and your company or employer (if applicable). If your Personal Information changes at any time, You must update that information.

You further agree that:

• You shall not have more than one Account on the Marketplace at any given time.
• You shall not create an Account using a false identity or false information.
• You shall not create an Account on behalf of someone other than yourself.
• You may not create a new Account or use the Marketplace if you previously had an Account that was subsequently closed by Hub or Roadz for misuse or abuse of the Marketplace.

Use in the United States

The Marketplace is intended for use only by end users residing or using the Marketplace in the United States (the “Territory”). We make no representations or warranties that the Marketplace will operate or comply with applicable laws, including but not limited to privacy laws, anywhere other than in the Territory.

Right to Use

We grant you a limited, personal, revocable, non-transferable, non-sublicensable and non- exclusive right to access and use the Marketplace in the Territory, subject to and in accordance with these Terms of Use. Unless otherwise expressly agreed in writing, you are permitted to use, display or run the Marketplace on your computer, or smart phone or tablet (“mobile device”). All rights, title, and interest in and to the Solutions offered by Marketplace Vendors through the Marketplace that are not expressly granted in these Terms of Use are reserved by the Marketplace Vendor and are not granted to you through these Terms of Use.

Your Restricted Use of the Marketplace

As a condition of using the Marketplace, you agree not to use the Marketplace for any purpose that is prohibited by these Terms of Use or that is prohibited by law. You are responsible for all of your activity in connection with the Marketplace and you shall abide by all applicable laws and regulations. You agree that you shall not:

• Copy, adapt, alter, modify, translate, or create derivative works of the Marketplace or publicly display any content (other than your User Content) from the Marketplace without the prior express consent from Hub and the appropriate Marketplace Vendor or third-party, as applicable;
• Circumvent or disable any technological features or measures in the Marketplace implemented for protection of intellectual property rights or use any robot, spider, or other automated means to access the Marketplace for any purpose without our express written authorization from Roadz;
• Use the Marketplace in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction;
• Use or access the Marketplace in order to build a similar or competitive product or service, including, but not limited to, compiling data in a manner that is used or usable by a competitive product or service;
• Use your Account to engage in any illegal conduct;
• Upload, transmit, or distribute any computer viruses, worms, Trojan horses, malware, spyware, adware or any software intended to delay, disrupt, damage, alter or interfere with a computer or communication network, computer, mobile device, data, the Marketplace, any Solution, or any other system, device or property;
• Interfere with, disrupt, or attempt to gain or facilitate unauthorized access to, the servers or networks connected to the Marketplace or violate the regulations, policies, or procedures of such networks;
• Make the Marketplace and/or your Account available to third parties or allow third parties to use the Marketplace and/or your Account;

Any aforementioned act described above is a “Forbidden Use”. Any such Forbidden Use shall immediately terminate your license and right to use to the Marketplace.

Account Security

You agree that you will not share your Account or Account information with others. You are solely responsible for activity that occurs on your Account, and it is your responsibility to protect your Personal Information and maintain the confidentiality of your user information and password. You are also responsible for immediately notifying Us of any unauthorized use of your Account, or breach of your Account information or password. We will not be liable for any loss that you may incur as a result of someone else using your username or password, either with or without your knowledge. To the extent allowable by law, you shall be liable to Us for any expenses and reasonable attorneys’ fees we incur for your failure to safeguard username and password information and/or promptly notifying Us about unauthorized use of your Account or breach of your Account information or password. You assume all liability and responsibility for safeguarding your username and password, as well as for your failure to safeguard your Personal Information.

Rights You Grant Us

The Marketplace enables you to input content that may contain Personal Information, such as reviews of Solutions and experience using the Marketplace, into the Marketplace (“User Content”). You retain all rights to such User Content that you post, share or log in the Marketplace. By providing your User Content to the Marketplace, you (a) grant Us a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, and distribute your User Content in connection with providing and operating the Marketplace and the Solutions, subject to the terms of the Privacy section below.

You also understand and agree that any time you enter information into the Marketplace, or purchase any Solution, the information that you enter will be shared with third parties, including third-party vendors, for the purpose of providing better services to you and for the enhancement of the Marketplace and Solutions offered through the Marketplace.

Feedback

We welcome your feedback about the Marketplace, Solutions, and your interactions with the Third-Party Vendors. Unless otherwise expressly declared, any communications you send to Us are deemed to be submitted on a non- confidential basis. You agree that We may decide to publicize such content at our own discretion. You agree to authorize Us to make use of such content free of charge, and revise, modify, and adjust such content at our discretion, or make any other changes to it as we deem appropriate. You grant to the Marketplace Platform Provider a worldwide, non-exclusive, perpetual, irrevocable, fully paid, royalty-free, sublicensable license to use and incorporate into the Marketplace any suggestions, enhancement requests, recommendations or other feedback provided by you regarding features or functions of the Marketplace.

Warranty Disclaimer – Marketplace Provided “As Is”

THE MARKETPLACE IS PROVIDED “AS IS”, “AS AVAILABLE” AND IS PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. YOUR USE OF THE MARKETPLACE IS SOLELY AT YOUR OWN RISK.

Limitation of Liability

IN NO EVENT SHALL WE, OR AFFILIATES, OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE MARKETPLACE. IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE MARKETPLACE EXCEED ONE HUNDRED DOLLARS ($100). THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

NOTE:  The foregoing warranty disclaimer and limitation of liability do not apply to any Solutions purchased on the Marketplace.  Warranties and/or warranty disclaimers for such Solutions, along with any waivers of types of damages or imposition of a liability cap will be contained in the terms of use, terms and conditions or other similar contract documents made available to you in connection with the purchase of a Solution from a Marketplace Vendor.

Third-Party Links

The Marketplace may provide you with access to certain third-party websites (“Third-Party Sites”). We do not control third-party websites in any manner. Accordingly, We do not assume any liability associated with Third-Party Sites, and We are not responsible for the Third-Party Vendors or their products and services. You need to take appropriate steps to determine whether accessing a Third-Party Site is appropriate for you, to understand your privacy rights and the privacy policies of the Third Party Sites before entering the sites or inputting Personal Information to them, and to take such action as necessary or advisable to protect your personal information and privacy on such Third Party Sites.

Changes to the Marketplace; Discontinuation, Suspension, and Termination

From time to time and without prior notice to you, we may change, expand and improve the Marketplace. We may also, at any time, cease to continue operating part or all of the Marketplace, selectively disable certain aspects of the Marketplace, or cease partnering with any Third-Party Vendors. Any modification or elimination of the Marketplace will be done in our sole and absolute discretion and without an ongoing obligation or liability to you.

You can stop using the Marketplace at any time. Stopping your use of the Marketplace will not, by itself, delete your Account. If you want to cancel your Account, please send us an email at support@roadz.com. We will terminate your Account after verifying relevant information in accordance with our rules.

Data Use; Privacy

We do not rent or sell your Personal Information to third-parties for their marketing purposes unless we have your explicit consent. We may collect information that you submit voluntarily, such as (i) identifying information such as your name and email address; (ii) security information such as your username and password; (iii) contact information such as your mailing address and phone number or those of the company you represent; (v) queries to customer service or technical support; (vi) site behavior such as pages visited or search requested; and (vii) browser information such as browser version and IP address. We utilize security measures to protect your information that we collect. You can modify or request that we remove any of your personal information by sending us an email at support@roadz.com. If you do not agree with your information being used, transferred, or stored in this way, please do not access the Marketplace.

The processing of information, and specifically Personal Information, collected through the Marketplace is described by our “Privacy Policy” which is located at the following URL: https://fleetmarketplace.hubinternational.com/privacy-policy/. If any of our privacy policies provided herein or in our Privacy Policy change, we will post an updated version on the Marketplace. The policy revision date will be posted at the top of the page.

Notices

Except as otherwise explicitly stated, legal notices to you shall be provided to your email address and if to Us, then to the address provided at the end of these Terms of Use. Notice shall be deemed given twenty-four (24) hours after an email is sent to you, unless the sending party receives notice that the email address provided is invalid.

These Terms of Use and any dispute arising from these Terms of Use shall be governed by the laws of the State of Illinois without regard to its conflict of law provisions. Any action or proceeding arising out of or related to this Terms of Use shall be in an appropriate State or Federal Court located in Chicago or Cook County, Illinois.

Advertising

You agree that we may post and consent to our posting commercial and non-commercial advertisements and/or promotions in the Marketplace. The manner, mode and extent of such advertising/promotions are subject to change without notice to you.

Use of Mobile Devices

Please note that your carrier’s normal rates and fees, such as data charges, will apply if you are accessing the Marketplace on a mobile device.

General

A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings.

No waiver by Us of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Us to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary to give effect to the intent of these Terms of Use, and the remaining provisions of these Terms of Use will continue in full force and effect.

Upon termination, all provisions of these Terms of Use, which, by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Hub Fleet Solutions Marketplace is located at:

ATTN to: HUB Drive Online Team

150 N. Riverside Plaza

17th Floor

Chicago, IL 60606

You may contact us by email, and report complaints to support@roadz.com or by contacting HUB Drive Online team in writing at the address provided above.