These Master Terms of Service (the "Terms") form a binding agreement between Lucid ELD Inc., a Delaware corporation ("Lucid," "we," "us," or "our"), and the business that registers for or uses our products and services (the "Customer," "you," or "your"). They govern your access to and use of our electronic logging, telematics, video, tracking, and fleet management platform, our websites, our mobile applications, and any hardware we sell, rent, or finance to you (together, the "Service").

Please read these Terms carefully. By creating an account, clicking to accept, signing an order, or using any part of the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Who We Are and How to Reach Us

Lucid ELD Inc. provides commercial fleet compliance and telematics technology. Our business, support, and shipping address is 1000 Northbrook Drive, Suite 100, Trevose, PA 19053. You can reach support at support@lucideld.com or +1 (717) 703-0377. Legal service of process must be directed to our registered agent, Agents and Corporations, Inc., 1201 Orange St, Wilmington, DE 19801.

2. Acceptance and Changes to These Terms

You accept these Terms when you create an account, check a box or click a button indicating acceptance, sign or submit an order, or use the Service. If you accept on behalf of a company, you represent that you are authorized to bind that company, and "you" refers to that company.

We may update these Terms from time to time. When we make changes, we will revise the version label and the effective date, and for material changes we will provide notice and ask you to accept the updated Terms on your next sign-in. Your continued use of the Service after an update takes effect means you accept the updated Terms.

3. Definitions

"Admin" means a user you authorize to manage your account, billing, vehicles, drivers, and settings.

"Driver" means an individual operating a vehicle that uses the Service.

"End User" means any Admin, Driver, or other person you allow to access the Service under your account.

"Device" means any ELD, dashcam or AI camera, asset tracker, cable, or accessory we sell, rent, or finance to you.

"Driver-Facing Features" means the optional driver-facing camera lens, in-cab video, in-cab audio recording, and any facial or biometric analysis.

"Subscription" means your right to access the software portion of the Service for your active vehicles.

"Order" means a checkout, order confirmation, quote, or invoice describing what you purchased and the applicable fees.

"Customer Data" means data you or your End Users submit to or generate through the Service.

4. Accounts and Roles

To use the Service you must register an account and provide accurate information. You are responsible for your account, for every Admin, End User, and Driver under it, and for keeping credentials secure. You must promptly notify us of any unauthorized use. The Service is for commercial and business use only and is not intended for personal, family, or household use.

You control the roles and permissions within your account. Admins can enable or disable features, including Driver-Facing Features, add or remove vehicles and Drivers, and view data across your fleet. You are responsible for the actions your Admins and End Users take.

5. The Service and Compliance Disclaimer

The Service includes software for hours of service (HOS) logging, electronic logging device (ELD) records, telematics, vehicle and asset tracking, video, reporting, and related fleet management tools. We register and self-certify our ELD with the Federal Motor Carrier Safety Administration (FMCSA) and list it on the FMCSA registered device list as required.

You remain solely responsible for your own regulatory compliance. The Service is a tool to help you record and manage compliance data. It does not guarantee compliance with FMCSA rules, the Federal Motor Carrier Safety Regulations, state laws, or any other legal requirement, and it is not legal or safety advice. You are responsible for reviewing your records, training your Drivers, correcting errors, and meeting all applicable obligations. We may update, change, or discontinue features of the Service, and we will use reasonable efforts to maintain core ELD functionality.

6. Plans, Subscriptions, and Hardware Models

We offer the Service through the plans described at checkout or in your Order. Software is billed per active vehicle. The fees that apply to you are the amounts shown at checkout, in your order confirmation, or on the applicable invoice. We offer the following models, and your Order states which ones apply to you.

Month-to-month subscription. Software billed monthly per active vehicle. You may cancel at any time by deactivating vehicles, as described in Section 9. Software fees are not refundable.

Committed term. You commit to a minimum term and are billed monthly across that term. If you cancel before the end of your committed term, you remain responsible for the fees for the remaining months of the term, as described in Section 10. Software fees are not refundable.

Hardware purchase. You buy a Device outright with a one-time charge. Title and risk of loss pass to you on delivery. Purchases are final sale, subject to the limited exception in our Returns and Refunds Policy.

Hardware rental. You rent Devices, usually bundled with the Service, for a recurring fee while active. Devices remain our property. You must return all Devices when the rental ends, and non-return or damage results in a replacement fee at the then-current value of the Device.

Hardware lease-to-own. You pay for Devices in installments across a term. Title passes to you only when you have paid the full Device balance. If you end the arrangement early, you must either pay the remaining Device balance or return the Devices.

Cameras and asset trackers follow whichever model you choose at checkout. Cameras are road-facing by default. Driver-Facing Features are an optional add-on governed by Section 14 and our Biometric and In-Cab Recording Policy. The full hardware terms are in our Hardware Sale, Rental, and Lease-to-Own Terms.

7. Hardware Terms Incorporated

If you buy, rent, or finance any Device, our Hardware Sale, Rental, and Lease-to-Own Terms, our Limited Hardware Warranty, our Returns and Refunds Policy, and our Fulfillment and Shipping Policy apply and are incorporated into these Terms by reference.

8. Fees, Billing, and Recurring Payment Authorization

You agree to pay all fees for your Subscription, Devices, and any other products or services you order, plus applicable taxes. Unless your Order says otherwise, fees are stated exclusive of taxes, and you are responsible for all sales, use, and similar taxes other than taxes on our income.

Recurring billing authorization. You authorize us and our third-party payment processor to charge your payment method on a recurring basis for your Subscription and any other recurring fees, without further authorization from you, until you cancel as allowed by these Terms or your committed term ends. Subscription charges run on the 1st of each month and are billed in advance for that month, per active vehicle. Rental and lease-to-own fees recur on the schedule in your Order. You authorize these charges to continue at the then-current fees.

Failed payments. If a charge fails, our system will automatically retry it two to three times. If payment still fails, we may suspend your access to the Service until the outstanding balance is paid. Suspension does not cancel or reduce the amounts you owe, and fees continue to accrue during suspension where applicable. We may also charge reasonable interest or fees on past-due amounts to the extent permitted by law.

You agree to keep your billing and payment information current.

9. Renewal, Cancellation, and Account Credits

Month-to-month Subscriptions renew automatically each month until you cancel. You cancel by deactivating the vehicles you no longer want to be billed for through the platform or by contacting support.

Account credits for mid-cycle deactivation. When you deactivate a vehicle or subscription in the middle of a billing cycle, you receive a prorated credit for the unused days. This credit is added to your account credit balance held with our payment processor. It applies automatically to your future invoices. It is never paid out as cash. Any credit that remains unused expires 12 months after it is issued.

Software fees, once charged, are not refundable. Cancellation stops future Subscription charges for the deactivated vehicles but does not entitle you to a refund of fees already paid, except as required by law or as expressly stated in our Returns and Refunds Policy.

10. Committed Terms and Early Termination

If you are on a committed term, you agree to pay for the full term. If you terminate, deactivate, or stop using the Service before the end of your committed term for any reason other than our uncured material breach, all fees for the remaining months of the term become immediately due and payable. This reflects the discounted pricing and commitment associated with a term plan and is a reasonable measure of the value you agreed to, not a penalty. Hardware obligations on early termination are governed by the Hardware Sale, Rental, and Lease-to-Own Terms.

11. Software License and Intellectual Property

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the software portion of the Service for your internal business operations during your subscription, subject to these Terms. We and our licensors own all rights in the Service, including the software, applications, documentation, designs, and all related intellectual property. We retain all rights not expressly granted.

You may not copy, modify, distribute, sell, sublicense, rent, lease, or create derivative works of the software; reverse engineer or attempt to derive source code except to the extent the law allows; remove proprietary notices; or use the Service to build a competing product. Feedback you provide may be used by us without restriction or obligation.

12. Customer Data, Privacy, and Aggregated Data

As between you and us, you own your Customer Data. You grant us a worldwide, royalty-free license to host, process, transmit, display, and use Customer Data as needed to provide, secure, maintain, and improve the Service and as described in our Privacy Policy. You are responsible for the accuracy and legality of Customer Data and for having the rights and consents needed for us to process it, including any data about your Drivers.

Aggregated and de-identified data. We may create de-identified and aggregated data from use of the Service and from Customer Data, and we may use and share that data to operate, analyze, improve, secure, and benchmark the Service and for other lawful business purposes. We will maintain the data in de-identified form and will not attempt to re-identify it. De-identified and aggregated data does not identify you, your End Users, or your Drivers.

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms.

13. Acceptable Use

You agree not to misuse the Service. You will not use the Service unlawfully or to violate the rights of others; falsify, tamper with, or alter HOS, ELD, or other records except as the law allows; interfere with or disrupt the Service or its security; attempt unauthorized access to the Service or other accounts; upload malicious code; or use the Service in a way that could harm us or other users. You will comply with all laws that apply to your use of the Service, including transportation, privacy, recording, and biometric laws.

14. Cameras, Biometric Data, and In-Cab Recording

Our cameras are road-facing by default and, in that mode, do not capture biometric data or in-cab audio. Driver-Facing Features, meaning the optional driver-facing lens, in-cab video, in-cab audio, and facial or biometric analysis, are off by default. You decide whether to enable them, and you can turn them off or physically remove the in-cab lens at any time. You hold all controls over these features.

If you enable any Driver-Facing Feature, you act as the party responsible for that data, and you agree that:

a. Before enabling, you will give your Drivers all legally required written notice and obtain each affected Driver's written consent to the collection of in-cab video, in-cab audio, and biometric data, including consent that meets the requirements of state biometric and recording laws such as those of Illinois, Texas, Washington, and California.

b. You are solely responsible for compliance with all biometric, recording, all-party-consent, privacy, and labor laws that apply to your use of these features, in every location where you operate.

c. When an Admin enables a Driver-Facing Feature, the Admin must complete an in-dashboard attestation confirming that your company controls the feature, that the required notice and written Driver consent have been obtained, and that your company is solely responsible for compliance. We log the attesting Admin, the timestamp, the IP address, the features enabled, and the vehicles affected.

d. You will indemnify us as described in Section 20 for any claim arising from your enabling or use of Driver-Facing Features or your failure to provide required notice or obtain required consent.

Our handling of biometric and in-cab data, including our retention and destruction schedule and the consent and notice templates we provide to you, is described in our Biometric and In-Cab Recording Policy, which is incorporated into these Terms.

15. SMS and Messaging

If you provide a mobile number and opt in, we may send text messages through our messaging providers as part of our messaging program.

Program and message types. Messages may include account, service, and billing alerts, support messages, and operational notifications. We send marketing or promotional text messages only if you separately opt in to receive them.

Frequency. Message frequency varies based on your account activity and the alerts you enable.

Rates. Message and data rates may apply, based on your mobile plan and carrier.

Opt out and help. Reply STOP at any time to opt out of text messages. Reply HELP for help, or contact support@lucideld.com or +1 (717) 703-0377.

We obtain your consent for our own messaging program and do not rely on consent obtained, shared, or sold by any third party. Mobile carriers are not liable for delayed or undelivered messages. How we handle messaging data is described in our Privacy Policy.

16. Billing Disputes and Chargebacks

If you believe you were billed in error or you have a question about a charge, you must contact us first at support@lucideld.com or +1 (717) 703-0377 so we can review and resolve it. We will work with you in good faith to correct genuine billing errors.

You agree not to initiate a chargeback or payment dispute with your bank or card issuer for charges that are valid under these Terms or your Order. Filing a chargeback does not cancel your Subscription, your committed term, or any amounts you owe, and those amounts remain due. If you file a chargeback, you authorize us to provide your bank or card issuer with records of your acceptance of these Terms and the applicable billing terms, your usage logs, and other evidence that the charge was authorized and the Service was provided. Initiating a chargeback for a valid charge is a breach of these Terms. For chargebacks filed in bad faith or contrary to these Terms, you agree that we may recover the disputed amount, our reasonable administrative and processing costs, and any fees we incur, and we may suspend or terminate your account.

17. Suspension and Termination

We may suspend or terminate your access to the Service if you breach these Terms, fail to pay, create risk or possible legal exposure for us, or use the Service in a way that may harm us or others. We may suspend for non-payment as described in Section 8. You may stop using the Service and close your account as allowed by these Terms, subject to your committed term and any hardware obligations.

On termination, your right to access the software ends. Sections that by their nature should survive will survive, including fees owed, license and intellectual property terms, data and aggregated data terms, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions. We will handle Customer Data after termination as described in our Privacy Policy. Hardware return and payoff obligations continue per the Hardware Sale, Rental, and Lease-to-Own Terms.

18. Disclaimers

The Service and all Devices are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error free, secure, or that it will meet your requirements or ensure your regulatory compliance.

The Service and Devices, including cameras and trackers, are aids only. They are not a substitute for a safe, attentive driver or for your own judgment, supervision, and compliance practices. Sensors and readings, including those from asset trackers, may be inaccurate or delayed, and you must not rely on the Service alone for safety, cargo protection, or compliance decisions. Hardware warranties, where they apply, are stated only in our Limited Hardware Warranty.

19. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to these Terms and the Service will not exceed the total fees you paid to us in the three months immediately before the event giving rise to the claim.

These limitations do not apply to your obligation to pay fees and amounts you owe, your indemnification obligations, your breach of Section 14 or the Biometric and In-Cab Recording Policy, your breach of our intellectual property rights, or any liability that cannot be limited or excluded under applicable law. The limitations in this Section reflect the allocation of risk between the parties and are a fundamental basis of the bargain.

20. Indemnification

You will defend, indemnify, and hold harmless Lucid and its officers, directors, employees, and agents from and against any third-party claims, and any resulting losses, damages, liabilities, settlements, costs, and reasonable attorneys' fees, arising out of or relating to: your use of the Service; your Customer Data; your breach of these Terms or any law; your enabling or use of Driver-Facing Features, in-cab audio, or biometric collection, including any failure to provide required notice or obtain required consent from your Drivers; and any claim by a Driver or other person relating to data you caused us to collect or process. We will notify you of the claim, give you control of the defense, and reasonably cooperate at your expense. You may not settle a claim in a way that imposes any obligation or admission on us without our consent.

21. Warranty

Hardware warranties, where they apply, are described only in our Limited Hardware Warranty, which is incorporated into these Terms. Except as expressly stated there, Devices are provided without warranty as described in Section 18.

22. Dispute Resolution, Arbitration, and Governing Law

Please read this Section carefully. It affects how disputes are resolved and includes a class action waiver and a jury trial waiver.

Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, without regard to its conflict of laws rules.

Informal resolution first. Before starting an arbitration, you agree to first contact us at support@lucideld.com and give us 30 days to resolve the dispute informally. Most concerns can be resolved this way.

Binding arbitration. If we cannot resolve a dispute informally, the dispute will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator. The seat and location of the arbitration will be Wilmington, Delaware, although written submissions and remote appearances may be used. The arbitrator decides all issues, except that a court may decide the enforceability of the class action waiver below. Judgment on the award may be entered in any court of competent jurisdiction.

Class action and jury trial waivers. Disputes will be conducted only on an individual basis and not as a plaintiff or class member in any class, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding. You and we each waive any right to a jury trial.

Carve-outs. Either party may bring an individual claim in small claims court if it qualifies. Nothing in this Section prevents us from bringing an action in the state or federal courts located in Delaware to collect unpaid amounts you owe or to seek injunctive or other equitable relief, including to protect our intellectual property or confidential information, and you consent to the personal jurisdiction and venue of those courts for those purposes.

23. Mobile Applications

If you download our mobile application from the Apple App Store or Google Play, you also agree to the applicable store terms, and the following applies.

These Terms are between you and Lucid only, and not with Apple or Google. Lucid, not Apple or Google, is solely responsible for the application and its content, maintenance, and support. The store provider has no obligation to provide support for the application. If the application fails to conform to any applicable warranty, you may notify the store provider, and to the extent permitted, the provider may refund the purchase price, if any; the store provider has no other warranty obligation. Lucid, not the store provider, is responsible for addressing any claims relating to the application, including product liability claims, claims that the application fails to meet a legal requirement, and claims under consumer protection or privacy law. Lucid, not the store provider, is responsible for investigating and resolving any third-party claim that the application infringes intellectual property rights. You represent that you are not located in an embargoed country or on a restricted party list, and you will comply with applicable export and usage laws. Apple and its subsidiaries are third-party beneficiaries of these Terms with respect to the application and may enforce them against you.

24. General Provisions

Entire agreement. These Terms, the policies incorporated by reference, and your Orders are the entire agreement between you and us about the Service and supersede prior agreements on the subject.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

Severability and waiver. If any provision is held unenforceable, the rest stays in effect, and the unenforceable provision will be modified to the minimum extent needed to make it enforceable. Our failure to enforce a provision is not a waiver.

Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

Notices. We may give notices through the Service, by email to your account, or by posting. Legal notices to us must be sent to support@lucideld.com and to our registered agent for service of process.

Relationship. The parties are independent contractors. These Terms create no partnership, agency, or employment relationship.

Versioning. We identify the version of these Terms by the effective date and version label, and we keep records of the versions you accepted.

25. Contact

Lucid ELD Inc. 1000 Northbrook Drive, Suite 100, Trevose, PA 19053 support@lucideld.com +1 (717) 703-0377