Master Service Agreement

Last updated: October 28, 2026

This Master Service Agreement ("MSA") is for fleets and other business customers who want a signed contract, custom terms, or invoiced billing. It's between BlueCollar Fleet ("Provider") and the business named in an Order Form ("Customer"). It becomes binding when both parties sign an Order Form that refers to it. To set one up, email [email protected].

If you signed up online and haven't signed an Order Form, our Terms of Service apply instead.

1. Structure

This MSA, each Order Form, the Data Processing Addendum and the Privacy Policy make up the "Agreement". If they conflict, this order controls: (1) Order Form, only for that order; (2) DPA, for Personal Data; (3) this MSA; (4) Privacy Policy. An "Order Form" is a quote, order or online checkout that names the plan, number of trucks and logins, fees, term and any special terms, signed or accepted by both parties.

2. The Service

Provider will make the BlueCollar Fleet service (web app, phone apps and features of the plan purchased, the "Service") available to Customer and its authorized users (employees, drivers, contractors and accountants Customer invites) during the subscription term, under this Agreement and the plan limits on the Order Form. Customer is responsible for its users' compliance and for keeping sign-in access secure.

The Service is a record-keeping and planning tool. It doesn't provide tax, legal, accounting, payroll, financial or safety advice, and its estimates (miles, IFTA, settlements, load verdicts, taxes) depend on data that may be incomplete or wrong. Customer remains responsible for its filings, driver pay, compliance with FMCSA and other regulations, and operating decisions.

3. Fees and payment

• Customer pays the fees in the Order Form. Unless the Order Form says otherwise, fees are billed in advance, monthly or yearly, by card through Stripe, or by invoice due within 30 days.
• Adding trucks or logins mid-term is billed prorated for the rest of the term.
• Late amounts may bear interest of 1% per month (or the legal maximum if lower). After 15 days' written notice of non-payment, Provider may suspend paid features until paid.
• Fees don't include taxes. Customer pays applicable sales, use and similar taxes, other than taxes on Provider's income.
• Fees are non-refundable except as stated in this MSA, the Order Form or the Refund Policy.
• Provider may change fees for a renewal term with at least 30 days' written notice before the renewal.

4. Term and renewal

This MSA lasts until all Order Forms have ended. Each subscription runs for the term in its Order Form and renews automatically for the same length (or one year, if longer than a month) unless either party gives notice of non-renewal at least 30 days before the end of the current term (or 7 days for monthly terms).

5. Customer Data

Customer owns all data it and its users put into the Service ("Customer Data"). Customer grants Provider a limited right to host, process and display Customer Data only to provide, secure, support and improve the Service, and as described in the DPA. Provider may create and use de-identified, aggregated data that doesn't identify Customer or any person. Customer represents it has the rights, notices and consents needed for Customer Data, including driver information and vehicle location data.

6. Security and privacy

Provider will maintain the security measures described in the DPA and will process Personal Data under the DPA and Privacy Policy.

7. Service levels and support

Provider will use commercially reasonable efforts to make the Service available 99.5% of the time each calendar month, not counting scheduled maintenance (announced in advance when practical), and outages caused by Customer, third-party networks, or events outside Provider's reasonable control. If availability falls below 99.5% in a month, and Customer asks within 30 days, Provider will credit 10% of that month's fees; below 99%, 25%. Credits are Customer's sole remedy for availability. Support is by email at [email protected], with a target first reply within 1 business day.

8. Confidentiality

Each party will protect the other's non-public information that is marked or reasonably understood as confidential ("Confidential Information") with at least reasonable care, use it only for this Agreement, and share it only with people who need to know and are bound by similar duties. This doesn't cover information that is public through no fault of the receiver, already known to it, independently developed, or rightfully received from someone else. A party may disclose Confidential Information if required by law, after giving notice if allowed. These duties last for 3 years after the Agreement ends (and for trade secrets, as long as they remain trade secrets).

9. Intellectual property

Provider owns the Service, software, documentation and its trademarks, and all improvements. Customer gets a non-exclusive, non-transferable right to use the Service during the term for its internal business. Customer won't copy, resell, reverse engineer (except as law allows), scrape, or build a competing product from the Service. Provider may use feedback freely.

10. Warranties

Each party has authority to enter this Agreement. Provider warrants that the Service will perform materially as described in its documentation during the term. If it doesn't, and Customer tells Provider in writing, Provider will try to fix it; if it can't within 30 days, Customer may end the affected Order Form and get a refund of prepaid, unused fees. Except as stated in this section, the Service is provided "as is", and Provider disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy and non-infringement, to the extent the law allows.

11. Indemnities

By Provider: Provider will defend Customer against third-party claims that the Service, as provided, infringes a U.S. patent, copyright or trademark or misappropriates a trade secret, and pay resulting damages awarded or settlements Provider agrees to. Provider may modify the Service, get a license, or end the affected Order Form and refund prepaid, unused fees. This doesn't cover claims caused by Customer Data, combinations with things Provider didn't provide, or use in breach of this Agreement.

By Customer: Customer will defend Provider against third-party claims arising from Customer Data, Customer's use of the Service in breach of this Agreement, or Customer's violation of law (including claims by Customer's drivers or employees), and pay resulting damages awarded or settlements Customer agrees to.

The indemnified party must promptly notify the other, give it control of the defense and settlement (a settlement can't impose obligations on the indemnified party without its consent), and reasonably cooperate.

12. Limitation of liability

To the extent the law allows: (a) neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or lost profits, revenue, loads, data or goodwill, fines or tax penalties, even if told they were possible; and (b) each party's total liability under this Agreement is limited to the fees paid and payable by Customer in the 12 months before the event giving rise to the claim. These limits don't apply to Customer's payment obligations, a party's indemnity obligations, breach of confidentiality, or a party's gross negligence, fraud or willful misconduct.

13. Termination

Either party may end this Agreement or an Order Form if the other materially breaches and doesn't cure within 30 days of written notice (10 days for non-payment), or becomes insolvent. On termination, Customer's right to use paid features ends, Customer pays fees owed up to the termination date, and, if Customer ends for Provider's uncured breach, Provider refunds prepaid, unused fees. Customer may export Customer Data for 30 days after termination; Provider then deletes it as described in the DPA. Sections that by their nature should survive (fees owed, confidentiality, IP, disclaimers, indemnities, liability limits, governing law) survive.

14. Governing law and disputes

This Agreement is governed by the laws of the State of West Virginia, without regard to conflict-of-law rules. The parties will first try in good faith to resolve any dispute through their business contacts for 30 days. After that, disputes will be brought only in the state or federal courts located in West Virginia, and the parties consent to those courts. Either party may seek an injunction in any court to protect its Confidential Information or intellectual property.

15. General

• Notices: in writing to the email addresses on the Order Form (for Provider, [email protected]); effective when sent, unless a bounce is received.
• Assignment: neither party may assign without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant assets, with notice.
• Force majeure: neither party is liable for delays caused by events beyond its reasonable control (other than payment obligations).
• Independent contractors: no partnership, agency or employment is created.
• Publicity: Provider may list Customer's name and logo as a customer unless Customer opts out in writing.
• Export and anti-corruption: each party will comply with applicable export control, sanctions and anti-corruption laws.
• Whole agreement: the Agreement is the parties' entire agreement on its subject and replaces prior discussions. Customer purchase-order terms don't apply. Changes must be in writing and signed (an Order Form counts). If a term is unenforceable, the rest stays in effect. Not enforcing a term isn't a waiver. Electronic signatures count.

Signatures

Signed by the parties' authorized representatives through an Order Form referencing this MSA (version dated October 28, 2026).