Presale Terms and Conditions

These Terms intentionally do not make FMCSA-compliance claims until the Driver ELD is live on FMCSA's registered, self-certified ELD list.

Presale Key Terms — Please Read Before Ordering

These Key Terms summarize important provisions only. The full Terms below control. Where applicable non-waivable law gives a customer greater rights, that law controls.

1. Introduction, Acceptance, and Business Use

1.1 Welcome to OneRoad

These Presale Terms ("Terms") govern USA presale orders for Driver ELD and Predictive Operations for Fleets (PFO) placed with OneRD Pty Ltd, an Australian company trading as OneRoad ("OneRoad", "we", "us" or "our"). In these Terms, Driver ELD and PFO, together with the included OBx hardware, applicable mobile/web software, telematics, support, connectivity, OEM Firmware and related services described in these Terms and at checkout, are called the "U.S. Presale Solution".

Driver ELD includes one OBx per paid Driver ELD subscription. PFO includes one OBx per paid vehicle and unlimited authorized ELD driver users for that paid vehicle. Except as provided in Section 6.8 (Presale Connection Offer), any required connector, harness or adapter must be obtained separately; OneRoad does not supply or sell it. For units covered by Section 6.8, OneRoad confirms the connection from your vehicle details after you order; otherwise, confirm vehicle and connection compatibility before ordering.

1.2 Acceptance and Online Assent

Before placing an order, you must be given the opportunity to read these Terms and the linked Cancellation and Refund Policy and Limited Hardware Warranty, and to affirmatively accept the purchase and recurring-payment terms presented at checkout. If ordering for an organization, you confirm that you are authorized to place the order for it. Browsing the website or submitting an interest form does not authorize a payment or a recurring subscription.

1.3 Commercial/Business Use and Authority

The U.S. Presale Solution is designed and marketed for commercial motor-vehicle, motor-carrier, fleet, owner-operator, transport, logistics, compliance, and related business use, not primarily for personal, family, or household use. If an individual places an order for an organization, that individual represents that they are authorized to bind the organization.

Nothing in this Section limits any rights that cannot lawfully be waived or excluded under federal or state law.

1.4 Electronic Records and Communications

The parties agree to conduct the transaction electronically. Electronic records, electronic signatures, click-through acceptance, order confirmations, invoices, notices, and other electronic communications may be used to form and evidence this agreement to the extent permitted by applicable law. Customers must maintain a current email address and may download or print these Terms and order records.

1.5 Relationship with Other OneRoad Documents

These Terms should be read with, as applicable:

• the OneRoad U.S. Privacy Policy;
• the OneRoad Cancellation and Refund Policy and Limited Hardware Warranty;
• the OneRoad End User Licence Agreement (EULA);
• any applicable product, module, device, support, warranty, order-form, or integration-specific terms; and
• any written enterprise agreement signed by OneRoad and the Customer.

If a signed enterprise agreement or specific order form expressly conflicts with these Terms, the more specific signed term controls for that Customer to the extent of the conflict.

2. Definitions

"Account" means a registered user or organizational profile used to access the U.S. Presale Solution.

"Activation Date" means the date on which the relevant received OBx and its paid subscription entitlement are successfully activated. Shipment or delivery alone does not constitute activation.

"Approved Device" means hardware approved, supplied, configured, enabled, or otherwise authorized by OneRoad for use with the U.S. Presale Solution, including the OBx.

"Approved Peripheral" means a sensor, scale, bridge, interface, onboard system, trailer-mounted device, vehicle-mounted device, or other peripheral approved by OneRoad for connection to an Approved Device or the U.S. Presale Solution.

"Bluetooth Functionality" means device-side Bluetooth capability enabled through OEM Firmware or device configuration for communication with Approved Peripherals.

"Customer" means the person or legal entity that places an order, pays for a subscription, or enters into these Terms; it includes an authorized business customer or owner-operator.

"Driver ELD" means the OneRoad plan focused on ELD/compliance functionality, offered at US$29 per driver/month, excluding applicable taxes.

"ELD" means electronic logging device functionality intended to record hours-of-service information in accordance with applicable FMCSA requirements once the applicable Driver ELD model/version has been self-certified and registered with FMCSA.

"Fleet" means a group of vehicles and Users managed under one organizational Account.

"FMCSA" means the Federal Motor Carrier Safety Administration.

"OBx" means the OneRoad-branded Approved Device supplied for a paid Driver ELD subscription or a Paid PFO Vehicle.

"OEM Firmware" means Supplier-provided embedded firmware installed, flashed, configured, updated, or maintained on an Approved Device, including firmware supporting data capture, Bluetooth Functionality, diagnostics, security, peripheral communication, or device operation.

"Operational Data" means data generated through or connected with the U.S. Presale Solution, including location, movement, hours-of-service, work/rest, vehicle, diagnostic, device, sensor, fleet, and platform-use data.

"Paid PFO Vehicle" means a vehicle seat covered by a paid PFO subscription entitlement. In a partial delivery, only received and successfully activated seats begin service.

"Personal Data" means information that identifies, relates to, describes, or is reasonably linkable to an individual or household, as defined under applicable privacy law.

"PFO" means Predictive Operations for Fleets, the OneRoad plan combining Driver ELD and fleet operations functionality, offered at US$49 per vehicle/month, excluding applicable taxes.

"Prepaid First Month" means the first complete month of subscription service paid for when the presale order is placed. It begins on the relevant Activation Date.

"Presale Period" means the period designated by OneRoad during which Customers may place orders before general U.S. commercial availability.

"Service" means the software, subscription, support, connectivity, telematics, ELD, PFO, analytics, and related functionality provided as part of the U.S. Presale Solution.

"Supplier" means a third-party manufacturer, firmware provider, hardware supplier, licensor, telecommunications provider, cloud provider, payment provider, integration provider, or other third party supplying or supporting a component of the U.S. Presale Solution.

"Third-Party Integration" means hardware, software, networks, infrastructure, systems, services, or data sources operated or controlled by a third party that connect to or support the U.S. Presale Solution.

"Unsupported Configuration" means use involving unauthorized firmware, altered devices, non-approved peripherals, incorrect installation, unsupported accessories, incompatible vehicles, bypassed controls, or other configurations not approved by OneRoad.

"User" means an individual authorized to access or use the U.S. Presale Solution, including drivers, fleet managers, dispatchers, administrators, or other personnel.

3. Scope and Regulatory Status of the U.S. Presale Solution

3.1 Plans Offered

During the Presale Period, OneRoad may offer Driver ELD and PFO. The functions included in each plan are those displayed at checkout or in the applicable order confirmation. OneRoad may add, remove, improve, or rename features before general launch, provided that it does not materially reduce prepaid functionality without offering an appropriate remedy where required by law.

3.2 Support Tool; Customer Responsibility

The U.S. Presale Solution is designed to assist with compliance logging, operational awareness, fleet management, telematics, and related workflows. It does not replace the Customer's or User's legal obligations, professional judgment, driver responsibility, motor-carrier oversight, safety management, record-keeping duties, or responsibility to comply with FMCSA, U.S. Department of Transportation, state, local, and other applicable requirements.

3.3 No Professional or Regulatory Advice

Alerts, reports, analytics, calculations, recommendations, diagnostics, device data, and other outputs are operational support information and do not constitute legal, regulatory, engineering, safety, tax, insurance, or other professional advice.

3.4 ELD Presale Status and FMCSA Registration

FMCSA permits ELD providers to test, self-certify, and register ELDs. FMCSA maintains a public list of registered, self-certified ELDs and does not endorse individual ELD products.

If the applicable Driver ELD model/version is not yet live on FMCSA's registered, self-certified ELD list when a Customer places a presale order, the order is for future delivery/activation only. The Customer must not represent or use the Driver ELD as an FMCSA-compliant ELD unless and until the applicable model/version is live on that list.

OneRoad will not market the presale product as an FMCSA-registered ELD until the relevant listing is live. If FMCSA registration has not occurred by the promised ELD availability date, OneRoad will notify affected Customers. An affected Customer may accept a revised availability date or cancel the affected unfulfilled ELD order and receive a prompt refund of amounts paid for the unfulfilled ELD service/device, subject to applicable law.

3.5 Changes to ELD Listing

ELD software, firmware, model, or version changes may require OneRoad to update information maintained with FMCSA. If an ELD listing is removed, revoked, or otherwise becomes unavailable, Customers and Users must follow applicable FMCSA instructions. OneRoad may deploy updates, provide workarounds, replace devices, suspend affected ELD functionality, or take other commercially reasonable remediation steps.

4. Presale Orders, Production, Shipping, and Delivery

4.1 Order Process and Acceptance

A presale order is submitted when the Customer completes checkout, affirmatively accepts these Terms and the recurring subscription terms, and OneRoad successfully receives the first-month payment. An automated acknowledgment confirms receipt but does not prevent OneRoad from rejecting or canceling an order for fraud, pricing error, sanctions/export restrictions, unsupported delivery location, product unavailability, regulatory reasons, or other lawful reasons. If OneRoad cancels an unfulfilled order, it will promptly refund amounts paid for that order.

4.2 First Payment

At presale checkout, you pay US$29 for the first month of one Driver ELD subscription, or US$49 for the first month of each PFO vehicle selected. Prices exclude applicable taxes. No sales tax is charged at presale checkout. Standard shipping is included within the 50 United States.

Payment reserves the paid subscription entitlement and included OBx supply described in your order; it does not start the prepaid service month. The prepaid month begins only on successful activation after receipt. Unused paid entitlement does not expire merely because it has not yet been activated; it remains subject to cancellation, refund and dispute outcomes under these Terms.

4.3 Production Planning and Internal Production Thresholds

OneRoad may batch production and purchasing based on presale volume, manufacturer minimum-order quantities, forecasts, and internal funding decisions. Any such production threshold is an internal OneRoad matter and does not reduce or override the Customer's shipping-delay, cancellation, refund, or other non-waivable rights under these Terms or applicable law.

4.4 Shipping Promise and Delay Procedure

Devices ship and activate from January 2027. We will ship your order within 90 days of your order date. We will send order-status updates at least every 14 days until shipment and provide shipment information when your order is dispatched.

If we cannot meet the promised shipping time, we will notify you and provide the delay-consent or cancellation options required by applicable law. If the 90-day shipping obligation cannot be met, you may agree to a revised date or receive a full refund without a cancellation fee. That refund includes any original outbound shipping amount you paid. Your statutory rights are not limited by this policy.

4.5 Standard Shipping

Standard shipping is included within the 50 United States, including Alaska and Hawaii. If your address cannot be served by the available fulfilment method, we will contact you to resolve the address or order before fulfilment. We will not add an unapproved shipping charge to your order.

4.6 Delivery, Title, and Risk of Loss

OneRoad will ship to the U.S. delivery address accepted at checkout. Title to an OBx supplied as part of a paid subscription passes to the Customer upon delivery, unless a separate written enterprise arrangement states otherwise. Risk of loss remains with OneRoad until delivery to the Customer's designated delivery location, except to the extent otherwise required by law.

4.7 Address Changes and Failed Delivery

The Customer is responsible for providing a complete and accurate shipping address and for promptly updating OneRoad before shipment. Additional shipping, re-routing, storage, or return costs caused by an incorrect address, refused delivery, or failure to receive a shipment may be charged to the Customer where permitted by law and disclosed before re-shipment.

5. Fees, Subscription Billing, Automatic Renewal, and Cancellation

5.1 Pricing

Driver ELD costs US$29 per driver/month. PFO costs US$49 per vehicle/month. Prices exclude applicable taxes.

5.2 Prepaid First Month and Recurring Billing

You pay the first subscription month when placing your presale order. That prepaid month begins on successful activation after the relevant OBx is received. The first recurring charge is due after the complete prepaid month has ended, not when the order is placed, shipped or delivered. Any recurring charge needs your separate authorization under Section 5.4. Once authorized, the subscription renews monthly until cancelled in accordance with the Cancellation and Refund Policy.

5.3 PFO Vehicles and Partial Deliveries

For PFO, each activated vehicle uses its own full prepaid first month. Paid units not yet received and activated remain unused and are not charged recurring subscription fees. A vehicle activated later joins the fleet's consolidated billing schedule, with its first recurring charge on the first consolidated billing date after its complete prepaid month has ended. We do not prorate that first prepaid month or charge recurring fees before receipt and successful activation.

5.4 Recurring Payment Authorization

Before obtaining payment authorization, OneRoad will clearly disclose the recurring charge, billing frequency, cancellation method, applicable cancellation charges, and other material recurring terms, and will obtain the affirmative consent required by applicable law.

Accepting these Terms at checkout does not by itself authorize a later charge. Before the first recurring monthly charge, you will be asked to provide a payment method and to authorize recurring billing; OneRoad or its payment processor may then charge that approved payment method for recurring monthly charges, taxes, and other charges expressly authorized under these Terms.

5.5 Cancellation

The Cancellation and Refund Policy forms part of these Terms and governs cancellation, cancellation charges and refunds. In summary: cancellation charges apply before activation and during the first 30 days after activation. Before activation, OneRoad retains US$29 from the prepaid payment per cancelled Driver ELD subscription or PFO vehicle. During the first 30 days after activation, the first month is non-refundable and an additional US$29 device cancellation fee applies. After that period, cancellation takes effect at the end of the paid month, with no device fee or partial-month refund. These charges do not reduce your shipping-delay rights or any refund right that applicable law gives you.

5.6 Requesting Cancellation

To request cancellation, email support-us@oneroad.io with your order reference or account email and the subscription or vehicle seats you want to cancel. Do not send payment-card details. We will confirm the affected subscription, the effective date and any applicable fee or refund. Removing a vehicle from the application or disconnecting an OBx does not by itself cancel its paid subscription.

5.7 Payment Failures

If a recurring subscription payment fails, we will notify you of the initial failure and send reminders on day three and day six if it remains unpaid. Our payment processor will retry the payment automatically. You have a seven-day grace period to resolve the failed payment. If it remains unpaid, suspension begins on day eight.

During suspension, PFO operational features are paused, historical records remain accessible, and any ELD inspection or export access required by law is preserved. We will not dispatch another OBx or increase the subscription while the payment remains unresolved. A failed payment alone does not create a US$29 device cancellation fee. Successful payment restores service, unless a separate restriction applies under these Terms. Continued non-payment may lead to termination under Section 17. Records are not erased merely because a payment has failed. You remain responsible for properly authorized accrued charges.

5.8 Price Changes

We will give at least 30 days' notice before a future subscription price change takes effect. A change will not be applied retrospectively. You may cancel under the Cancellation and Refund Policy before the changed price takes effect, subject to rights required by applicable law.

5.9 Taxes

OneRoad will collect sales, use, excise, or similar taxes where required by applicable law. The Customer is responsible for taxes that OneRoad is not legally required to collect, excluding taxes based on OneRoad's net income.

6. OBx Hardware, Installation, Connectivity, and Device Use

6.1 Included Device

Driver ELD includes one OBx per paid Driver ELD subscription. PFO includes one OBx per paid vehicle, subject to availability and these Terms. The OBx may be manufactured by a third-party Supplier and may contain Supplier-owned OEM Firmware.

6.2 Installation and Compatibility

The Customer must install and use the OBx in accordance with OneRoad and Supplier instructions and only in vehicles and configurations identified as supported. The Customer is responsible for confirming vehicle compatibility and ensuring that installation does not interfere with safe vehicle operation, electrical systems, diagnostics, airbags, or other vehicle functions.

Only use a connection and installation arrangement verified as suitable for your vehicle and OBx. Except as provided in Section 6.8, any required connector, harness or adapter is obtained separately and is not supplied or sold by OneRoad. A listing or image does not establish compatibility with every vehicle.

6.3 Unsupported Configurations

The Customer and Users must not:

• modify, flash, replace, extract, reverse engineer, decompile, disassemble, or interfere with OEM Firmware or device security controls;
• use non-approved connectors, peripherals, bridges, sensors, accessories, or interfaces;
• use the device in an incompatible or unsupported vehicle/electrical configuration;
• bypass pairing, diagnostic, access-control, or security settings; or
• continue using a device after OneRoad issues a safety, recall, vulnerability, replacement, deactivation, or material support instruction requiring action.

6.4 Connectivity and Data Limitations

Device functionality may depend on cellular networks, GNSS/satellite availability, vehicle power, OEM Firmware, Bluetooth, cloud services, mobile operating systems, app permissions, third-party APIs, and other systems outside OneRoad's direct control. Connectivity, location, diagnostic, sensor, and telematics data may be delayed, incomplete, unavailable, or inaccurate.

6.5 FCC and Other Hardware Regulatory Requirements

OneRoad intends to supply U.S.-market OBx devices only where OneRoad has a reasonable basis to believe the shipped hardware/configuration satisfies applicable FCC equipment-authorization requirements. FCC authorization does not guarantee mobile-carrier approval, coverage, compatibility with every vehicle, or uninterrupted service.

6.6 Device Retention and Deactivation

Unless a separate written enterprise arrangement states otherwise, the Customer retains an OBx after subscription cancellation. OneRoad may remotely deactivate the device's connection to OneRoad services after cancellation, non-payment, a security event, an unsupported configuration, or termination. A retained device may be eligible for later reactivation if technically supported and the Customer starts an eligible subscription.

6.7 Disposal

Customers should dispose of unused electronic devices responsibly and in accordance with applicable e-waste and battery rules. OneRoad may offer a return/recycling program from time to time.

6.8 Presale Connection Offer

For each Eligible Unit, OneRoad will supply, at no additional charge, the appropriate qualifying vehicle connector, cable or harness where one is required to connect the included OBx to the vehicle, as determined by OneRoad from the vehicle details you provide and OneRoad's verified technical information. An “Eligible Unit” is a Driver ELD subscription or a PFO vehicle subscription that (a) was paid for, by Prepaid First Month or annual prepayment, through OneRoad's USA presale checkout during the USA presale; (b) has not been cancelled, refunded or disputed; and (c) has an accepted delivery address in the 50 United States. You must provide the vehicle details OneRoad requests. OneRoad chooses the item, and different vehicles may receive different items. If a vehicle does not need an additional item, none is supplied for it, and no cash, credit or other substitute is provided. If OneRoad cannot verify a suitable connection for a vehicle, OneRoad will contact you before that vehicle's OBx ships. This offer covers one item per Eligible Unit and does not include spares, replacements, custom installation or items for vehicles beyond your paid units. It cannot be exchanged, transferred or combined with any other offer. Section 6.2 continues to apply to installation and use.

7. Accounts, Users, and Acceptable Use

7.1 Account Administration

The Customer is responsible for its organizational Account, User provisioning, permissions, and authorized use. Account and User information must be accurate and kept current.

7.2 Security

Users must protect credentials, authentication methods, mobile devices, and Account access. Suspected unauthorized access, device compromise, or security incidents must be reported promptly to OneRoad.

7.3 Prohibited Use

No User may use the U.S. Presale Solution unlawfully, fraudulently, deceptively, abusively, to interfere with system security or availability, to access data without authorization, to circumvent subscription/access controls, or to develop or support a competing product through unauthorized extraction, scraping, reverse engineering, or technical misuse.

8. FMCSA, ELD, and Customer Compliance Responsibilities

8.1 Motor-Carrier and Driver Responsibility

Motor carriers, drivers, owner-operators, and other regulated parties remain solely responsible for determining which FMCSA and other rules apply to them and for complying with hours-of-service, ELD, record-retention, inspection, malfunction, data-transfer, safety, and other regulatory requirements.

8.2 Registered Device Verification

Before relying on Driver ELD for mandatory ELD compliance, the Customer must verify that the applicable Driver ELD model/version appears on FMCSA's registered, self-certified ELD list. FMCSA's listing does not constitute an FMCSA endorsement.

8.3 Malfunctions and Regulatory Procedures

Customers and Users must follow applicable FMCSA procedures for ELD malfunctions, record reconstruction, annotations, data transfer, roadside inspection, and temporary alternative records. OneRoad support does not replace those regulatory obligations.

8.4 No Compliance Guarantee

OneRoad does not guarantee that use of the U.S. Presale Solution will prevent violations, citations, audit findings, out-of-service orders, fines, accidents, fatigue events, record errors, or other regulatory or operational outcomes.

9. Suppliers, OEM Firmware, Third-Party Services, and Integrations

The U.S. Presale Solution may depend on or interact with Supplier-provided hardware, OEM Firmware, Bluetooth Functionality, Approved Peripherals, cellular networks, GNSS services, app stores, mobile operating systems, cloud infrastructure, payment processors, mapping services, and other Third-Party Integrations.

OneRoad may specify requirements, approve configurations, perform integration work, provide support, and coordinate Supplier issues, but does not necessarily design, own, manufacture, maintain, patch, secure, or control all third-party hardware, OEM Firmware, networks, infrastructure, or services.

Third-party changes, outages, vulnerabilities, discontinuation, licensing changes, carrier/network changes, firmware defects, compatibility changes, and support delays may affect functionality. OneRoad may provide patches, workarounds, replacement devices, alternate configurations, or Supplier escalation where commercially reasonable.

10. Data, Privacy, and Security

OneRoad processes Personal Data and Operational Data in accordance with the OneRoad U.S. Privacy Policy and applicable U.S. privacy law. The Privacy Policy describes categories of data collected, purposes, disclosure, retention, security, state privacy rights, cookies/tracking, precise geolocation, and organizational/fleet visibility.

Where a Customer controls an organizational Account, the Customer is responsible for providing any notices, permissions, workforce disclosures, lawful instructions, or other legal basis required for its collection and use of driver, employee, contractor, fleet, or other Personal Data through the U.S. Presale Solution.

OneRoad uses reasonable administrative, technical, and physical safeguards designed to protect Personal Data, but no system can guarantee absolute security.

11. Support, Updates, Patches, and Service Changes

OneRoad may provide online support, helpdesk support, diagnostics, remote assistance, configuration guidance, device triage, Supplier escalation, and other support appropriate to the applicable plan.

OneRoad may issue or require software updates, firmware updates, patches, configuration changes, replacements, recalls, workarounds, security actions, or changes to supported devices/integrations where reasonably required for functionality, security, regulatory compliance, compatibility, or service continuity.

Customers must reasonably cooperate with diagnostics and follow applicable update, replacement, recall, pairing, installation, and security instructions. OneRoad does not guarantee immediate resolution or any specific support-response time unless separately agreed in writing.

12. Intellectual Property and License

OneRoad and its licensors retain all intellectual-property rights in the OneRoad software, applications, platform architecture, workflows, documentation, branding, analytics, configurations, and other OneRoad materials. Suppliers and other third parties retain rights in their hardware designs, OEM Firmware, third-party software, networks, services, and other Supplier components.

Subject to these Terms and payment of applicable fees, OneRoad grants the Customer and authorized Users a limited, non-exclusive, non-transferable, revocable license to use the U.S. Presale Solution for the Customer's internal commercial operations during the applicable subscription term.

Except as expressly permitted by law, no User may copy, sublicense, resell, reverse engineer, decompile, disassemble, extract source code or firmware, circumvent technical protections, or use OneRoad or Supplier intellectual property to create or support a competing product.

13. 24-Month Limited Hardware Warranty

THIS SECTION IS AN EXPRESS LIMITED HARDWARE WARRANTY. It applies to the OBx hardware supplied by OneRoad, subject to the terms below. The same warranty is published as the Limited Hardware Warranty.

13.1 Warranty Period and Coverage

OneRoad warrants to the original Customer that, for 24 months from delivery, the OBx hardware will be free from material defects in materials, workmanship, and assembly under normal, approved commercial use and will materially conform to the hardware description supplied with the order.

13.2 Warranty Remedy

If OneRoad confirms a covered fault within the 24-month warranty period, we will replace the faulty OBx after receiving the returned device. We provide the replacement device and standard shipping of the replacement to you at no cost. Our standard warranty remedy is replacement, not a refund. This does not limit any right or remedy that applicable law does not allow us to exclude.

The replacement is covered for the remainder of the original warranty or 90 days from replacement delivery, whichever is longer.

13.3 Return and Replacement Process

Contact support-us@oneroad.io with your order reference, device identifier if available and a description of the fault. Follow the return authorization and shipping instructions we provide. You pay the cost of shipping the faulty device to the return address specified in those instructions. Once we receive the returned device and confirm it is a covered fault, we send the replacement at no cost to you. Do not return a device before receiving return instructions.

If your OBx arrives damaged, report the damage to support-us@oneroad.io within seven days of delivery. Follow the return instructions we provide. This reporting period concerns damage on arrival; it does not shorten the 24-month warranty for other covered defects or limit rights that cannot lawfully be excluded.

13.4 Warranty Exclusions

The Limited Hardware Warranty does not cover problems caused by:

• accident, misuse, abuse, theft, loss, liquid ingress, impact, environmental exposure beyond published specifications, or external electrical faults;
• incorrect installation, incompatible vehicles, improper connectors, unsupported accessories, non-approved peripherals, or Unsupported Configurations;
• unauthorized repair, opening, modification, firmware flashing, tampering, reverse engineering, or bypass of security/device controls;
• normal cosmetic wear, consumable items, or damage not caused by a defect present in the device;
• third-party systems, networks, vehicle systems, mobile devices, cloud services, carrier coverage, or integrations; or
• failure to follow OneRoad or Supplier safety, update, recall, replacement, or support instructions.

13.5 Implied Warranties and State Rights

Some laws may provide implied warranties or other rights that cannot be disclaimed. To the extent permitted by applicable law, any implied warranty that may lawfully be limited in duration is limited to the duration of this 24-month Limited Hardware Warranty. This warranty gives Customers specific legal rights, and Customers may also have other rights that vary from state to state.

If the Magnuson-Moss Warranty Act applies to a particular transaction, nothing in these Terms is intended to disclaim an implied warranty in a manner prohibited by that Act, and OneRoad will make the applicable written warranty terms available before sale as required.

14. Service Disclaimers

EXCEPT FOR THE EXPRESS LIMITED HARDWARE WARRANTY IN SECTION 13 AND ANY RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED, THE U.S. PRESALE SOLUTION, SOFTWARE, DATA, ALERTS, ANALYTICS, REPORTS, CONNECTIVITY, THIRD-PARTY INTEGRATIONS, AND SUPPORT SERVICES ARE PROVIDED ON AN "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONEROAD DISCLAIMS WARRANTIES OF TITLE (EXCEPT AS REQUIRED FOR GOODS SOLD), NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND OTHER IMPLIED WARRANTIES TO THE EXTENT THEY MAY LAWFULLY BE DISCLAIMED.

OneRoad does not warrant uninterrupted or error-free operation; continuous network, GNSS, Bluetooth, cloud, or vehicle connectivity; universal vehicle or peripheral compatibility; complete or real-time data; or any specific compliance, safety, operational, commercial, or regulatory outcome.

15. Limitation of Liability

PLEASE READ THIS SECTION CAREFULLY. It allocates risk between the parties and is a material basis of the pricing offered.

15.1 Excluded Losses

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONEROAD AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOSS OF USE, DOWNTIME, REPUTATIONAL HARM, SUBSTITUTE TRANSPORT COSTS, REGULATORY FINES OR PENALTIES IMPOSED ON THE CUSTOMER, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

15.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONEROAD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, A PRESALE ORDER, THE OBx, OR THE U.S. PRESALE SOLUTION WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO ONEROAD FOR THE AFFECTED VEHICLE(S) OR SERVICE(S) DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF THE CLAIM ARISES BEFORE 12 MONTHS OF PAID SERVICE HAVE OCCURRED, THE CAP IS THE AMOUNT ACTUALLY PAID FOR THE AFFECTED PRESALE ORDER AND SERVICE THROUGH THE DATE OF THE CLAIM.

15.3 Matters Outside OneRoad's Direct Control

Without limiting Sections 15.1 and 15.2, OneRoad is not responsible, to the maximum extent permitted by law, for losses caused by unsupported configurations, customer/user error, vehicle systems, third-party networks, GNSS, cloud infrastructure, app stores, mobile operating systems, third-party APIs, Supplier-owned OEM Firmware, Approved Peripherals, carrier outages, or third-party services, except to the extent directly caused by OneRoad's breach of an obligation it expressly assumed.

15.4 Non-Waivable Liability

Nothing in these Terms excludes or limits liability to the extent the exclusion or limitation is prohibited by applicable law, including liability that cannot be limited for fraud, willful misconduct, gross negligence where non-waivable, certain personal-injury/product-liability claims, or non-waivable statutory rights.

16. Customer Indemnity

To the maximum extent permitted by law, the Customer will defend, indemnify, and hold harmless OneRoad and its affiliates, officers, directors, employees, contractors, Suppliers, and licensors from third-party claims, fines, penalties, losses, and reasonable legal costs arising from:

(a) the Customer's or its Users' unlawful or unauthorized use of the U.S. Presale Solution;

(b) the Customer's breach of these Terms or failure to comply with FMCSA, transportation, safety, employment, privacy, or other laws applicable to the Customer;

(c) incorrect installation, misuse, tampering, unauthorized firmware changes, non-approved peripherals, or Unsupported Configurations caused by the Customer or its personnel;

(d) Customer-provided data, instructions, content, or integrations that infringe third-party rights or are collected/used unlawfully; or

(e) acts or omissions of the Customer's drivers, employees, contractors, administrators, installers, or other authorized Users.

This indemnity does not apply to the extent a claim is caused by OneRoad's fraud, willful misconduct, gross negligence where non-waivable, or other liability that cannot lawfully be shifted.

17. Suspension, Termination, and Effect of Cancellation

17.1 Suspension

Suspension for failed recurring payments is governed by the notice, grace-period and access protections in Section 5.7. Separately, OneRoad may suspend or restrict an Account, device, integration or Service for security risk, suspected misuse, regulatory risk, Unsupported Configuration, threatened system integrity, required maintenance, Supplier/network issues or a material breach of these Terms. This section does not remove access that applicable law requires OneRoad to preserve.

17.2 Termination by Customer

The Customer may cancel subscriptions as described in Section 5 and the Cancellation and Refund Policy. Cancellation does not eliminate charges properly accrued before the effective cancellation date, including any applicable cancellation charge under that policy.

17.3 Termination by OneRoad

OneRoad may terminate for material breach, repeated non-payment, fraud, unlawful use, security threats, regulatory prohibition, product discontinuation, or where continued provision becomes unlawful or commercially impracticable. Where reasonable and lawful, OneRoad will provide notice and an opportunity to cure a remediable breach.

17.4 Effect

On termination, the Customer's license and access to affected paid Services end. OneRoad may deactivate the OBx connection to the platform. Sections concerning payment obligations, intellectual property, warranty, disclaimers, liability, indemnity, dispute resolution, privacy/data obligations, and other provisions intended by their nature to survive will remain effective. Termination does not authorize erasure of records merely for non-payment or remove any record-retention, inspection or export obligation imposed by applicable law.

18. Dispute Resolution; Binding Arbitration; Class-Action Waiver

IMPORTANT — BINDING ARBITRATION AND CLASS-ACTION WAIVER. Except for the limited exceptions below, disputes will be resolved by individual binding arbitration rather than by a judge or jury, and the parties waive participation in class or representative proceedings.

18.1 Informal Resolution First

Before filing arbitration or litigation, a party must send written notice describing the dispute and requested relief. The parties will use reasonable good-faith efforts for 30 days to resolve the dispute informally.

18.2 Agreement to Arbitrate

If the dispute is not resolved informally, any dispute, claim, or controversy arising out of or relating to these Terms, an order, the U.S. Presale Solution, the OBx, billing, cancellation, warranty, privacy, or the parties' relationship will be resolved by binding arbitration under the Federal Arbitration Act (FAA).

Arbitration will be administered by the American Arbitration Association (AAA) under its applicable Commercial Arbitration Rules, or its Consumer Arbitration Rules if AAA determines those rules must apply. The arbitration may occur by video, telephone, written submissions, or in person as the arbitrator permits. Unless the parties agree otherwise, an in-person hearing will occur in Texas in the county of OneRoad's principal U.S. place of business, subject to any non-waivable venue right.

18.3 Individual Proceedings; Class Waiver

THE PARTIES AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR PARTICIPANT IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

18.4 Exceptions

Either party may bring an eligible individual claim in small-claims court. Either party may also seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent actual or threatened misuse of intellectual property, unauthorized system access, security compromise, or confidential information, without waiving arbitration of the underlying merits.

18.5 Arbitration Opt-Out

A Customer may opt out of this arbitration agreement by sending an email to support-us@oneroad.io with the subject "Arbitration Opt-Out" within 30 days after first accepting these Terms. The notice must identify the Customer and the Account/order. Opting out of arbitration does not cancel the order or subscription and does not affect the remaining Terms.

18.6 Jury Trial Waiver if Arbitration Does Not Apply

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IF A DISPUTE IS DETERMINED NOT TO BE SUBJECT TO ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY.

19. State-Specific and Non-Waivable Rights

19.1 Non-Waivable State Law

These Terms are intended for U.S. nationwide commercial availability. State laws may provide rights or impose obligations that cannot be waived by contract. Nothing in these Terms eliminates those non-waivable rights. Where a state law applies and conflicts with these Terms, the mandatory state-law requirement controls to the extent of the conflict.

19.2 California Consumer Automatic-Renewal Rights, If Applicable

The U.S. Presale Solution is offered for commercial/business use. California's Automatic Renewal Law defines "consumer" by reference to acquisition for personal, family, or household purposes and therefore ordinarily does not apply to a purely commercial fleet purchase. If a particular transaction is nevertheless subject to that law, OneRoad will provide the disclosures, express affirmative consent, retainable acknowledgment, cancellation mechanisms, renewal/trial/price-change notices, annual reminders, and consent records required by applicable California law.

Where California law applies to an online enrollment, OneRoad will provide an online method to terminate the automatic-renewal feature without obstructive or unnecessary steps, subject to reasonable authentication.

19.3 Privacy Rights

Texas, California, and other state privacy rights are addressed in the OneRoad U.S. Privacy Policy. The availability of a statutory privacy right depends on the applicable law, the Customer/User context, and any statutory thresholds or exemptions.

20. Governing Law and General Provisions

20.1 Governing Law

These Terms and the parties' relationship are governed by the laws of the State of Texas, without regard to conflict-of-law principles, and by applicable federal law, including the FAA for arbitration. This choice of law does not deprive a Customer of any non-waivable protection of another state that applies notwithstanding the parties' choice.

20.2 Court Venue for Non-Arbitrable Matters

For a dispute that is not subject to arbitration and is not eligible for or brought in small-claims court, the parties consent to exclusive jurisdiction in the state or federal courts serving the county in Texas where OneRoad maintains its principal U.S. place of business, subject to any non-waivable jurisdiction or venue right.

20.3 Force Majeure and Commercial Impracticability

OneRoad is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, epidemics, government action, customs delays, carrier disruptions, component shortages, cyber incidents affecting third parties, telecommunications outages, or Supplier failures, provided that OneRoad gives reasonable notice where required. This Section does not override any statutory duty to provide a shipping-delay option or refund for unshipped merchandise.

20.4 Assignment

The Customer may not assign these Terms without OneRoad's prior written consent, except as part of a bona fide sale of substantially all of the Customer's relevant business/assets if the assignee agrees to these Terms and OneRoad consents, not to be unreasonably withheld for a solvent commercial successor. OneRoad may assign these Terms to an affiliate, successor, acquirer, or purchaser of the relevant business or assets.

20.5 Severability

If any provision is held invalid or unenforceable, it will be enforced to the maximum lawful extent or severed, and the remaining provisions will remain in effect, except that if the class-action waiver is held unenforceable as to a particular class claim and cannot be severed consistently with applicable law, the affected class claim will proceed in court rather than arbitration.

20.6 No Waiver

A failure or delay in enforcing a provision is not a waiver of that provision or any later breach.

20.7 No Third-Party Beneficiaries

Except for OneRoad's affiliates, Suppliers, licensors, officers, directors, employees, contractors, and service providers where expressly protected by these Terms, these Terms do not create rights in third parties.

20.8 Entire Agreement and Order of Precedence

These Terms, the order confirmation, the Cancellation and Refund Policy, the Limited Hardware Warranty, the OneRoad U.S. Privacy Policy, the applicable EULA, and any specific written terms expressly incorporated into the order constitute the agreement regarding the presale order and U.S. Presale Solution. They supersede prior oral or written statements on the same subject. Product pages and marketing materials do not modify these Terms unless expressly incorporated into the order confirmation.

20.9 Changes to Terms

OneRoad may update these Terms prospectively for legal, regulatory, security, technical, operational, or product changes. Material changes affecting an existing paid subscription will be notified as required by law. OneRoad will not use a unilateral update to retroactively impose a material charge or materially reduce accrued rights without the consent required by applicable law.

21. Contact and Notices

Customer support and legal notices may be sent to:

OneRD Pty Ltd, trading as OneRoad
821 W New Hope Drive
Bldg 1 Ste 102 PMB 1033
Cedar Park, TX 78613
United States
Email: support-us@oneroad.io
Website: https://www.oneroad-us.io/

This is OneRoad's business mailing address. It is not a hardware-return address; warranty returns follow the instructions provided by support.

Notices from OneRoad may be delivered by email, Account notification, website notice, app notice, or other reasonable electronic method using the Customer's current contact information.

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