These Master Terms of Service (the "Terms") govern Customer’s purchase, access to, and use of Axxon’s GPS fleet tracking services and connected dashcam services, including associated cloud software, APIs, and connectivity (where applicable), as described in an Order Form.
These Terms are intended for business customers only.
By executing an Order Form or Proposal that references these Terms, Customer agrees to be bound by the Agreement.
"Axxon" means the Axxon contracting entity identified in the applicable Order Form (the "Axxon Entity") and any of its affiliates that provide or support the Services on behalf of that Axxon Entity.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests of an entity, or equivalent power to direct management.
"Agreement" means, collectively and in the following order of precedence: (a) the Order Form, (b) these Terms, (c) any Country Addendum, (d) the SLA, (e) the DPA, and (f) any applicable Policies.
"API" means Axxon’s application programming interfaces made available for the Services, including related endpoints, credentials, and documentation.
"Authorized Users" means Customer’s employees, contractors, and other personnel authorized by Customer to access and use the Services under Customer’s account.
"Country Addendum" means the country- or jurisdiction-specific addendum that applies to Customer based on the territory identified in the Order Form.
"Customer" means the entity identified as customer or client in the applicable Order Form.
"Customer Data" means data and content processed by the Services on Customer’s behalf or collected from Customer’s vehicles or devices through use of the Services, including location and telematics data, and dashcam video or audio if enabled.
"Device" means Axxon-branded or Axxon-approved hardware used with the Services, including GPS tracking devices, connected dashcam devices, and related accessories.
"Documentation" means Axxon’s then-current user guides, technical documentation, and API documentation for the Services.
"DPA" means the data processing agreement, together with any applicable addenda, governing processing of Personal Data by Axxon on behalf of Customer.
"Fees" means Subscription Fees and any other fees stated in the Order Form, including hardware, installation, add-ons, usage-based charges, and professional services if applicable.
"Grace Period" means fourteen (14) calendar days after delivery of Devices to Customer, during which Customer may install and activate Devices before billing starts, unless the Order Form states otherwise.
"Order Form" means any proposal, quote, order form, statement of work, or similar ordering document executed by both parties that references these Terms and sets out the Services, quantities, pricing, term, billing cadence, and other commercial details.
"Platform" means Axxon’s cloud-based fleet management portal and related web or mobile applications through which Customer accesses the Services and Customer Data.
"Policies" means Axxon’s then-current policies and notices referenced in or linked from the Agreement, including any privacy policy, security notice, or acceptable use policy if issued.
"Services" means the GPS tracking service and/or connected dashcam service, together with the Platform, API access, connectivity where included, and support, as specified in the Order Form.
"SLA" means Axxon’s service level agreement for the Services, including availability targets, support standards, exclusions, maintenance windows, and any service credits if offered.
"Subscription Fees" means the recurring fees payable for use of the Services, typically billed per Device and/or plan, as stated in the Order Form.
"Usage Data" means anonymized, aggregated, or de-identified data derived from operation of the Services, including product analytics, usage telemetry, and system performance data, that does not identify Customer or an individual.
The GPS tracking service enables Customer to view vehicle location and related telematics in the Platform using GPS Devices installed in vehicles.
The connected dashcam service enables Customer to capture and access video, audio if enabled, and related events through the Platform using dashcam Devices installed in vehicles.
For GPS Services, unless the Order Form expressly states otherwise, Axxon-provided SIM and data connectivity are included and required.
For dashcam Services, connectivity may be provided either through Axxon-provided connectivity or BYO-SIM / customer-provided connectivity, as specified in the Order Form. Where BYO-SIM applies, Customer is solely responsible for procurement, configuration, payment, performance, and legal compliance of that connectivity.
The Services are operational tools only. They do not guarantee prevention of accidents, theft, losses, misconduct, regulatory violations, or any particular outcome.
Subject to Customer’s compliance with the Agreement and payment of applicable Fees, Axxon grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable subscription term to access and use the Platform and Documentation solely for Customer’s internal business purposes in connection with its own operations.
API access is provided as part of the Platform, subject to Documentation, technical limits, and these Terms. Axxon may impose or modify reasonable rate limits, security requirements, and access controls to protect the Services.
Customer will not, and will not permit any third party to:
Customer is responsible for maintaining the confidentiality of usernames, passwords, API keys, and other credentials, and for all activities under its accounts. Customer will promptly notify Axxon of any suspected unauthorized access.
Axxon tests Devices before shipment. Customer must inspect shipments promptly and notify Axxon within seven (7) days of delivery of any missing items, incorrect quantities, or shipping damage. After that period, Devices are deemed accepted unless covered by an applicable express warranty.
Installation may be performed by Axxon where offered, by Axxon contractors, by Customer, or by a third party engaged by Customer.
Customer is solely responsible for proper installation, wiring, mounting, fuse selection, vehicle suitability, and ongoing installation integrity, except where installation is directly performed by Axxon. Axxon is not responsible for physical damage, malfunction, tampering, misuse, or installation-related vehicle issues caused by Customer or any third party.
Unless the Order Form expressly states that Devices are provided on loan, Devices are sold to Customer. Title to sold Devices passes to Customer upon full payment of the applicable hardware charges. Risk of loss passes upon delivery.
If the Order Form expressly states a Device is provided on loan, title remains with Axxon or its suppliers, and Customer must return such Device upon expiration or termination as required by the Order Form.
Where Axxon provides SIMs, they remain the property of Axxon and/or its telecom partners and may be used only inside the relevant Devices for the Services.
Where BYO-SIM applies, Customer is solely responsible for SIM selection, configuration, carrier arrangements, billing, and compliance.
Devices may require firmware or software updates for security, performance, compatibility, or service continuity. Customer authorizes Axxon to deploy such updates remotely where supported.
For dashcam Devices sold to Customer, Axxon warrants that the dashcam hardware will be free from defects in materials and workmanship under normal use for two (2) years from Activation, or if Activation cannot be determined, from the end of the Grace Period, unless the Order Form states otherwise.
For GPS Devices sold to Customer, Axxon provides the same two (2) year warranty period, unless the Order Form states otherwise.
Axxon’s sole obligation and Customer’s exclusive remedy under this warranty is, at Axxon’s option, repair or replacement of the defective Device or component, or provision of a commercially reasonable equivalent.
This warranty does not apply to failures resulting from improper installation, wiring, mounting, physical damage, accidents, abuse, misuse, tampering, unauthorized modification, vehicle electrical issues, normal wear and tear, use outside Documentation, or non-compliant BYO-SIM setups.
Except for the express warranty in Section 4.6, Devices are provided "as is", and Axxon disclaims all other warranties to the maximum extent permitted by law.
Customer will:
Customer will not, and will not permit any third party to:
Customer will pay all Fees stated in the Order Form. Unless the Order Form states otherwise, Subscription Fees are billed quarterly in advance and payable net thirty (30) days from invoice date.
Fees are exclusive of taxes. Customer is responsible for all applicable sales, VAT, GST, withholding, and similar taxes, excluding taxes on Axxon’s net income.
Overdue amounts accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower.
Customer must notify Axxon in writing of any good-faith invoice dispute within thirty (30) days of the invoice date and must pay all undisputed amounts by the due date.
Except as expressly stated in the Agreement, Fees are non-refundable once paid.
The Agreement begins on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated.
Unless the Order Form states otherwise, each Device subscription has a twenty-four (24) month minimum term. After the minimum term, subscriptions renew on a month-to-month basis unless either party gives at least thirty (30) days’ written notice of non-renewal.
"Activation" occurs when a Device is installed and first successfully reports to the Platform. If a Device is not activated within the Grace Period, Axxon may deem it activated on the day immediately following the Grace Period for billing and minimum-term start purposes, unless the Order Form states otherwise.
If Customer terminates a Device subscription before the end of its minimum term for any reason other than Axxon’s uncured material breach, Customer will pay an early termination charge equal to one hundred percent (100%) of the remaining Subscription Fees that would have been payable through the end of the minimum term, unless the Order Form expressly provides otherwise.
Either party may terminate an Order Form, and/or the Agreement if no Order Forms remain, for material breach if the breach is not cured within fifteen (15) days after written notice, unless the breach is incapable of cure.
Upon termination or expiration:
Axxon may suspend some or all of the Services, including Platform access and/or connectivity, if:
Where commercially reasonable, Axxon will provide notice and an opportunity to cure prior to suspension, except where immediate action is required for legal, security, or safety reasons.
Customer owns Customer Data.
Customer grants Axxon a non-exclusive, worldwide, royalty-free license to host, use, reproduce, process, transmit, modify, and create derivative works of Customer Data solely to:
Axxon may collect and use Usage Data for analytics, benchmarking, security, performance optimization, and product improvement. Usage Data does not identify Customer or individuals.
If Customer provides feedback, suggestions, or ideas, Axxon may use them without restriction and without compensation.
Unless the Order Form states otherwise, dashcam video stored in the cloud is retained for up to thirty (30) days, after which it may be deleted or overwritten. Longer retention applies only if expressly stated in the Order Form.
If Axxon processes Personal Data on Customer’s behalf, the DPA is incorporated into and forms part of the Agreement. In the event of any conflict between the DPA and these Terms regarding data processing, the DPA controls for that subject matter.
Customer represents and warrants that it has provided all required notices and obtained all required consents and authorizations to allow Axxon to provide the Services, including collection and processing of location data and video or audio where enabled.
Customer acknowledges that the Services rely on factors outside Axxon’s control, including GPS availability, cellular or internet networks, cloud providers, vehicle power, installation quality, and physical conditions. Data may be delayed, incomplete, inaccurate, or unavailable due to these dependencies.
Dashcam footage may not capture all events due to camera angle, obstruction, lighting, storage constraints, connectivity constraints, power loss, or Device condition.
Customer is solely responsible for determining whether use of the Services is lawful in Customer’s context, including workplace monitoring, privacy compliance, and audio/video recording laws.
The Services do not control vehicle operation and are not designed or intended for safety-critical control functions.
Service availability, support standards, maintenance windows, exclusions, and any service credits are described in the SLA. Any service credits provided under the SLA are Customer’s exclusive remedy for service availability failures, to the maximum extent permitted by law.
The Services depend on third parties and external systems, including cellular carriers, GPS or satellite systems, cloud hosting and storage providers, mapping providers, and hardware component suppliers. Axxon is not responsible for failures or degraded performance caused by third-party dependencies outside Axxon’s reasonable control.
Except for the express hardware warranty in Section 4.6, the Platform and Services are provided "as is" and "as available." Axxon disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
Some jurisdictions do not allow certain disclaimers. In those cases, the disclaimers apply to the maximum extent permitted by applicable law, and the Country Addendum may address mandatory rights.
To the maximum extent permitted by law, Axxon will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, business interruption, or loss of data, even if advised of the possibility of such damages.
To the maximum extent permitted by law, Axxon’s total aggregate liability arising out of or related to the Agreement will not exceed the greater of:
Nothing in the Agreement limits liability that cannot be limited by law, or liability arising from fraud or willful misconduct.
Customer will defend, indemnify, and hold harmless Axxon and its affiliates, and their officers, directors, employees, and agents, from and against any third-party claims, damages, penalties, fines, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or related to:
Axxon will defend Customer against third-party claims alleging that the Platform, as provided by Axxon and used by Customer as authorized, directly infringes that third party’s intellectual property rights. Axxon will indemnify Customer for damages finally awarded by a court of competent jurisdiction or amounts paid in a settlement approved by Axxon, provided Customer promptly notifies Axxon, grants Axxon sole control over the defense and settlement, and provides reasonable cooperation at Axxon’s expense.
Axxon has no obligation under Section 17.2 to the extent a claim arises from Customer Data, modifications not made by Axxon, combination with products or services not provided or authorized by Axxon, or use outside the scope of the Agreement or contrary to Documentation.
"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential, including pricing, product roadmaps, security information, the Platform, and Customer Data.
The receiving party will use Confidential Information only to perform under the Agreement, protect it using reasonable care, and disclose it only to personnel and contractors with a need to know and who are bound by confidentiality obligations no less protective than those in this Section.
Confidential Information does not include information that the receiving party can demonstrate is or becomes public through no breach, was lawfully known without restriction, is independently developed without use of Confidential Information, or is lawfully received from a third party without restriction.
A party may disclose Confidential Information if required by law or court order, provided it gives prompt notice where legally permitted and reasonable assistance to seek protective treatment.
Neither party will be liable for delay or failure to perform, except payment obligations, due to events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disruptions, widespread telecommunications failures, cloud provider outages, or governmental actions.
Governing law, venue, and any mandatory dispute resolution framework are set forth in the applicable Country Addendum. If no Country Addendum applies, the governing law and venue will be the law and courts of the Axxon Entity’s place of incorporation as identified in the Order Form.
Before filing a lawsuit, the parties will use good-faith efforts to resolve disputes through executive-level discussions if requested by either party.
Either party may seek injunctive or equitable relief to prevent unauthorized access, misuse of intellectual property, or breach of confidentiality.
Customer will not use the Services in violation of applicable export control or sanctions laws and will not permit access by prohibited persons or for prohibited end uses.
Customer grants Axxon the right to use Customer’s name and logo to identify Customer as an Axxon customer in Axxon’s marketing materials and customer lists, unless Customer objects in writing.
Axxon may update these Terms from time to time by posting updated Terms on Axxon’s website and/or providing notice. Updates become effective on the date indicated in the updated Terms. Customer’s continued use of the Services after the effective date constitutes acceptance. Changes to Order Form pricing, minimum term, or scope require a mutually executed amendment.
Customer may not assign the Agreement without Axxon’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound. Axxon may assign the Agreement in connection with a corporate reorganization, merger, acquisition, or sale of assets.
The Agreement is the parties’ entire agreement regarding the Services and supersedes prior discussions and agreements on that subject.
If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. Failure to enforce a provision is not a waiver.
The parties are independent contractors. The Agreement does not create a partnership, joint venture, or employment relationship, and there are no third-party beneficiaries unless expressly stated otherwise.
