Terms of Service

These terms and conditions are entered into by and between You and Partner Fleet Inc. ("Partner Fleet", "we", “our”, or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms"), govern your access to and use of https://www.mypartnerfleet.com and/or https://partnerfleet.app, including any subdomains, content, functionality, and services offered on or through https://www.mypartnerfleet.com and/or https://partnerfleet.app (the "Service"), whether as a guest or a registered user.

Please read the Terms carefully before you start to use the Service. By using the Service, by clicking to accept or agree to the Terms when this option is made available to you, or by executing an order form that expressly references these Terms (“Order Form”), you accept and agree to be bound and abide by these Terms, each Order Form governed by these Terms that you execute (incorporated herein by reference), and our Privacy Policy, found at https://www.mypartnerfleet.com/privacy-policy (incorporated herein by reference). If you do not want to agree to these Terms, any Order Form bound by these Terms, or the Privacy Policy, you must not access or use the Service.

This Service is offered and available to users who are 18 years of age or older and is not intended for use by children under the age of 13. By using this Service, you represent and warrant that you are of legal age to form a binding contract with Partner Fleet and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Service.

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Service thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Service.

Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

We reserve the right to withdraw or amend the Service, and any service or material we provide on or through the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service, to users, including registered users.

You are responsible for both:

Making all arrangements necessary for you to have access to the Service.
Ensuring that all persons who access the Service through your internet connection are aware of these Terms and comply with them.

To access the Service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide on the Service is correct, current, and complete. You agree that all information you provide to register with the Service or otherwise, including, but not limited to, through the use of any interactive features on the Service, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Service or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms, including, without limitation, failing to pay any fees for the Service due by you under an Order Form.

As between you and Partner Fleet, Partner Fleet and its suppliers own and reserve all right, title, and interest in and to the Service, which is protected by proprietary rights and laws, including all related intellectual property rights and laws. None of the Service or Third Party Materials (defined below) is sold to you. Your only rights in or to the Service or Third Party Materials are those rights (if any) that are expressly granted to you with respect to such Service or Third Party Materials under these Terms (including, with respect to Purchased Service, the applicable order form).

Except as expressly set forth these Terms, nothing in these Terms, and nothing in or available through the Service, should be construed as granting, directly or by implication, estoppel or otherwise, any right or license with respect to any proprietary right (including any intellectual property right) of Partner Fleet. Partner Fleet retains all right, title, and interest in and to its proprietary rights.

You may use the Service only for lawful purposes and in accordance with these Terms. You agree you will not (and you will not allow your users or any third party to):

Use the Service for any purpose that is fraudulent or otherwise tortious or unlawful.
Harvest or collect information about users of the Service.
Interfere with or disrupt the operation of, or attempt to gain unauthorized access to, the Service or the servers or networks used to make the Service available, including by hacking or defacing any portion of the Service, or violate any requirement, procedure, or policy of such servers or networks.
Interfere with or disrupt the integrity of any information, data, content, or other materials available in or through the Service.
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Service, except as expressly authorized under these Terms or by separate express, written consent of Partner Fleet.
Disassemble, reverse engineer, or decompile any portion of the Service or use the Service to determine whether there is infringement of a patent, except where such restriction is expressly prohibited by applicable law.
Frame or mirror any portion of the Service, or otherwise incorporate any portion of the Service into any product or service, except as expressly authorized under these Terms or by separate express, written consent of Partner Fleet.
Systematically download and store any information, data, content, or other materials available in or through the Service, except as required in order to use the applicable Service or as expressly authorized in these Terms or by separate express, written consent of Partner Fleet.
Use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, “scrape,” “data mine”, or otherwise gather any information, data, content, or other materials available in or through the Service, or reproduce or circumvent the navigational structure or presentation of the Service, without Partner Fleet’s express prior written consent.
Falsely state or imply that you are associated with Partner Fleet or another person.
Access or use any Service if you are Partner Fleet’s direct competitor, or access or use any Service for any competitive purposes, including to build a competitive product or service, or any product or service using similar ideas, features, functions, or graphics as any Service, or for purposes of benchmarking or otherwise monitoring the Service availability, performance, or functionality.
Remove or modify any Service markings or any notices, including any markings or notices of Partner Fleet’s or any other party’s proprietary rights.
Use any portion of any Service for any purpose, including duplicating any portion of any Service, using any portion of any Service for your internal business operations, for production purposes, or for any commercial purpose (including use in connection with any advertising or other commercial solicitation), or making available to any third party any portion of the Service, except in each case as expressly authorized in these Terms or in a separate agreement between you and Partner Fleet, or by separate express, written consent from Partner Fleet.

You are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other products or services needed to use any Service. In addition, please remember that, in connection with the Service, you may be providing information, data, content, or other materials to a diverse and international audience. Things that do not seem abusive, obscene, offensive, or otherwise objectionable may seem so to others. You will (and will cause your users and any third party to) treat other users of the Service with courtesy and respect.

Without limiting any other remedy under these Terms or applicable law, if you fail to comply with these Terms, we may take any action in response, including warning you and/or your organization of such failures, and banning you from the applicable Service.

You and other users of a Service may have the ability to make certain information, data, content, or other materials, including testimonials, reviews, posts, comments, and other user-generated content, pictures, and documents available through or in connection with the Service (each, a “Submission” ), including on profile pages or on the Service’s interactive products or services, such as message boards and other forums, and chatting, commenting, and other messaging functionality. Submissions reflect only the opinions of the user who made available the Submission and not the opinions of Partner Fleet, regardless of whether the user is affiliated with Partner Fleet, and may contain or constitute Third Party Materials (as defined below). Any Submissions made available through any message board or forum in response to posted questions, or that otherwise purports to answer any questions, including any questions about Partner Fleet or the Service, are made available for your general knowledge only and should never be relied upon as answers to your specific questions (even if an answer is marked as a “best” answer or with any similar qualifications). Partner Fleet has no control over Submissions, and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. YOU MUST NOT MAKE ANY PERSONAL DATA (INCLUDING YOUR PERSONAL DATA AND PERSONAL DATA OF ANY OTHER PERSON) PUBLICLY AVAILABLE THROUGH ANY SERVICE (EXCEPT, FOR CLARITY, YOUR PERSONAL DATA THAT YOU MAKE AVAILABLE IN REGISTRATION IN FORMATION FIELDS PROVIDED BY US THAT REQUEST SUCH PERSONAL DATA). WITHOUT LIMITING THE FOREGOING, YOU ARE RESPONSIBLE FOR ANY PERSONAL DATA THAT YOU DO MAKE AVAILABLE THROUGH THE SERVICE, AND, IF YOU MAKE ANY PERSONAL DATA OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SERVICE, YOU DO SO AT YOUR OWN RISK.

Except as otherwise expressly set forth in these Terms, you retain ownership of your Submissions, and for each such Submission, you hereby grant to Partner Fleet, to the maximum extent permitted under applicable law, a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including marketing or promotional purposes, such as testimonials).

Partner Fleet may monitor, evaluate, alter or remove Submissions, including to comply with any of the terms of the Digital Millennium Copyright Act, the European Union E-Commerce Directive 2000/30/EC, and other laws dealing with the removal of or limiting access to content. In addition, Partner Fleet may track or analyze your access to or use of any Service, and may use and disclose to anyone (including to third parties, such as an administrator) information regarding your access to and use of any Service, and the circumstances surrounding such access and use, for any reason or purpose (including for diagnostic or marketing purposes), except to the extent set forth otherwise in our Privacy Policy.

By way of example, we have the right to:

Remove or refuse to post any Submissions for any or no reason in our sole discretion.
Take any action with respect to any Submission that we deem necessary or appropriate in our sole discretion, including if we believe that such Submission violates these Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Partner Fleet.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.
Terminate or suspend your access to all or part of the Service for any violation of these Terms.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS PARTNER FLEET AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY ANY OF SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

These content standards apply to any and all Submissions. Submissions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Submissions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Certain Service functionality may make available access to products, services, information, data, content and other materials made available by or on behalf of third parties, including Submissions (“Third Party Materials” ), or allow for the routing or transmission of Third Party Materials, including via links. By using such functionality, you are directing Partner Fleet to access, route, and transmit to you the applicable Third Party Materials. In addition, your installation and other use of Third Party Materials may result in transmission of your information, data, content, or other materials outside of Partner Fleet’s systems, or otherwise result in third-party access to or use of your information, data, content, or other materials. Partner Fleet neither controls nor endorses, nor is Partner Fleet responsible for, any Third Party Materials, including their accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety, or any applicable intellectual property rights. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in these Terms will be deemed to be a representation or warranty by Partner Fleet with respect to any Third Party Materials. Partner Fleet has no obligation to monitor Third Party Materials, and it may block or disable access to any Third Party Materials (in whole or part) through any Service at any time. In addition, the availability of any Third Party Materials through a Service does not imply Partner Fleet’s endorsement of, or affiliation with, any provider of such Third Party Materials, nor does it create any legal relationship between you and any such provider.

YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH TH IRD PA RTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Service, or by anyone who may be informed of any of its contents.

This Service includes content provided by third parties, including materials provided by other users. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Partner Fleet, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Partner Fleet. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PARTNER FLEET NOR ANY PERSON ASSOCIATED WITH PARTNER FLEET MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER PARTNER FLEET NOR ANYONE ASSOCIATED WITH PARTNER FLEET REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, PARTNER FLEET HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

UNLESS YOU HAVE A CURRENT ORDER FORM WITH US AND ARE IN FULL COMPLIANCE WITH THESE TERMS AND SUCH ORDER FORM (INCLUDING PAYMENT OBLIGATIONS UNDER EACH CURRENT ORDER FORM), TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL PARTNER FLEET, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IF YOU HAVE A CURRENT ORDER FORM WITH US AND ARE IN FULL COMPLIANCE WITH THESE TERMS AND SUCH ORDER FORM (INCLUDING PAYMENT OBLIGATIONS UNDER EACH CURRENT ORDER FORM), TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF PARTNER FLEET AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO PARTNER FLEET FOR THE APPLICABLE SERVICE UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE LIABILITY AROSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You agree to defend, indemnify, and hold harmless Partner Fleet, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Service, including, but not limited to, your Submissions, any use of the Service's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Service.

These Terms, including any Order Forms, will continue until terminated as specified in this section. Partner Fleet may terminate or suspend your use of any Service, any portion of any Service, or all Services at any time and without prior notice, except to the extent you have a current Order Form with Partner Fleet and are not in breach of it. Immediately upon any such termination or suspension, your right to use the applicable Service or portion of such Service will permanently or temporarily cease (as applicable), and Partner Fleet may deactivate or delete your login credentials and account, and all associated information, data, content, or other materials, without any obligation to provide further access to those materials. You may terminate your use of any Service at any time, provided that any outstanding payment obligations you may have under one or more Order Forms shall continue until each such Order Form expires.

All matters relating to the Service and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in the City of Wilmington, Delaware, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Except as set forth otherwise in these Terms or in any applicable documentation or Order Form or provided by Partner Fleet in writing, all notices to Partner Fleet that are required or permitted to be given under these Terms will be in writing and will be effective upon: (a) personal delivery; or (b) the second business day after mailing, except for notices of termination or an indemnifiable claim (“Legal Notices”), which will be effective only when delivered in accordance with subsection (a) or (b) and clearly identified as Legal Notices. Notices to you may be made by any reasonable means, including by posting within the applicable Service or to any website for the applicable Service, or by email or regular mail, unless otherwise set forth in an Order Form.

You are responsible for complying with U.S. export controls and economic sanctions, including the Export Administration Regulations (EAR) and the regulations administered by the Treasury Department’s Office of Foreign Assets Control (OFAC), any applicable import laws, regulations, and requirements of the country of importation, and all other applicable laws, regulations, and requirements, which may apply to downloads of software. You are responsible for any violation of those laws, regulations, and requirements. Partner Fleet provides no assurances that requests passing through any Service to you have been screened in any way. For example, we do not provide screening to identify parties that may be subject to EAR or OFAC restrictions, nor do we provide screening to identify destinations that may be subject to embargo or other restrictions. You represent, warrant, and covenant that you are not: (a) located in, or a resident or national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any U.S. government list of restricted end users.

No waiver by Partner Fleet of any term or condition set out in these Terms 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 Partner Fleet to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms 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 such that the remaining provisions of the Terms will continue in full force and effect.

You and Partner Fleet are independent contractors. These Terms (including any Order Form) does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between you and Partner Fleet. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, unless otherwise explicitly set forth in an Order Form. Partner Fleet may assign, transfer, or sublicense any or all of its rights or obligations under these Terms without restriction, except to the extent otherwise explicitly set forth in an Order Form. Neither party’s waiver of any breach under these Terms (including Order Forms) will be considered a waiver of any earlier or later breach. No failure or delay by either party in exercising any right under these Terms (including Order Forms) will constitute a waiver of that right. Titles and headings of sections of these Terms are for convenience only and will not affect the construction of any provision of these Terms. The term “including” and its variations will be interpreted as if followed by the phrase “without limitation.” Neither you nor we will be responsible for any failure to fulfill any obligation due to any cause beyond your or our, respectively, control. There are no third-party beneficiaries under these Terms.

Terms and Conditions