PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
CLICK THE "ACCEPT" BUTTON IF YOU AGREE TO THESE TERMS AND CONDITIONS FOR YOURSELF, AS AN INDIVIDUAL, AND FOR THE CUSTOMER. YOU MUST “ACCEPT”, WITHOUT MODIFICATION, THESE TERMS AND CONDITIONS IN ORDER TO ACCESS THE WEB SERVICES AND USE THE WEB SITES.
Element Fleet Management offers its customers ("Customers") a variety of vehicle fleet related products and services in the United States, Mexico and Canada through master vehicle leases, loan and security agreements, master services agreements and addenda, or individual services agreements (collectively, the "Product Agreements"). Some Product Agreements relate only to web-enabled services and reports and some Product Agreements are facilitated by web-enabled ordering, requests, exchanges of data and information, and reports (in each case, "Web Services"). Gelco Corporation ("Element", "we" or "us") provides access to the Web Services via my.FleetOffice, myFleetOffice2 and the other password protected web sites ("Web Sites") we maintain.
You must ACCEPT, without modification (a) these Terms and Conditions, (b) any general terms, conditions and notices contained in the Web Sites, and (c) terms, conditions and notices relating to the provision of specific Web Services or Web Sites, if any, in order to access Web Services and use the Web Sites. By clicking ACCEPT below you agree on your own behalf and on behalf of the Customer who is your employer or on whose behalf you act to abide by these Terms and Conditions and the specific terms, conditions and notices contained on the Web Sites and materials on the Web Sites. If you do not agree to this, you should not click ACCEPT below, or use the Web Sites, or download software, applications, data, information, reports, materials, documents, or images from the Web Sites, or use the Web Services.
Use of the Web Sites
You understand that we rely on the accuracy and completeness of the requests, data and information that you, on behalf of the Customer, provide us through the Web Sites. You agree only to provide accurate, complete and current data and information to us and to keep such data and information accurate, complete and current. You further agree that any requests, orders (including vehicle orders) and other actions (including vehicle terminations) that you perform on the Web Sites have been authorized by the Customer and are binding on the Customer.
The information and reports provided on or via the Web Services or the Web Sites are provided in connection with the Product Agreements and for the purpose of vehicle fleet management. Decisions based on such information and reports are for your own account and risk. You agree to use such information and reports in a manner permitted by all applicable law, rules and regulations.
We control and maintain the Web Sites and provide the Web Services from the United States. If you use the Web Sites or the Web Services from other locations, you are responsible for compliance with applicable local laws.
You are not permitted to use the Web Sites in a manner that may hinder the use of the Internet by other persons, or that can endanger or jeopardize the functioning of the Web Sites or the Web Services and/or affect the information provided on or via the Web Sites or the underlying software. You agree to use the Web Sites only to send and receive messages, emails, communications, data, information, reports, materials, documents, or images that are proper, lawful, consistent with these Terms and Conditions and in connection with the Product Agreements, and related to the Web Services and Web Sites.
Use of the Web Sites is restricted to our Customers and their employees, agents and representatives. You agree not to share your User Identifications, Security Questions and Passwords. You agree not to permit persons not employed or otherwise authorized by the Customer to access the Web Sites. You understand and agree that you and the Customer are responsible for any and every use (including unauthorized use) of your and the Customer's User Identifications, Security Questions and Passwords. You agree to promptly notify us in the event of any known or suspected unauthorized use of the User Identifications, Security Questions and Passwords or breach of security of the Web Sites, including loss, theft, or unauthorized disclosure of the User Identifications, Security Questions and Passwords.
We reserve the right to refuse or cancel your or any person's registration for the Web Sites, remove you or any person from the Web Sites or prohibit you or any person from using the Web Sites for any reason whatsoever. You may not use contact information provided on the Web Sites for unauthorized purposes, including marketing. You may not use any hardware or software intended to damage or interfere with the proper working of the Web Sites or to surreptitiously intercept any system, data or personal information from the Web Sites. You agree not to interrupt or attempt to interrupt the operation of the Web Sites in any way. Element reserves the right, in its sole discretion, to limit or terminate your access to or use of the Web Sites at any time without notice. Termination of your access or use will not waive or affect any other right or relief to which Element may be entitled at law or in equity or under the Product Agreements or these Terms and Conditions.
Third Party Information, Products and Services
Grant of License and Intellectual Property
We grant to you and the Customer a non-exclusive, revocable, non-transferable, limited right to access, use and display the Web Sites for purposes consistent with the Product Agreements on devices that you or the Customer own.
The Web Sites are our proprietary products, or that of our affiliates and associated companies, service providers or suppliers, and may not be copied, altered or otherwise used by you, our Customer or any third party without our express, written consent. Element, or its licensors or content providers, retain full and complete title to the material provided on the Web Sites, including all associated intellectual property rights. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works from, any material, information, software, products or services obtained from the Web Sites, any updates, or any part thereof. Any attempt to do so is a violation of the rights of Element and its third party providers.
Unless otherwise specifically provided in a Product Agreement, we, or the relevant owner, retain all rights (including copyrights, trademarks, patents as well as any other intellectual property right) in relation to all software, applications, information, reports, materials, documents, or images provided on or via the Web Sites (including all texts, graphics and logos). You may not copy, download, publish, distribute or reproduce any of the software, applications, data, information, reports, materials, documents, or images contained on the Web Sites in any form without our prior written consent and/or the appropriate consent of the owner. However, you may print and/or download software, applications, data, information, reports, materials, documents, or images contained on the Web Sites for use by Customer as part of the Web Services or as provided in the Product Agreements.
Materials You Submit
You acknowledge that you are responsible for any material you may submit on or through the Web Sites, including via the Web Sites and any messaging, email or other communication functionality provided on the Web Sites. You agree not to upload to, distribute or otherwise publish on or through the Web Sites, including through any messages, emails or other communications, any content that (i) is proprietary, false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses or any form of "spam." You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the Web Sites, without the express written consent of Element.
If you do submit material, and unless we indicate otherwise, you grant Element and its affiliates an unrestricted, nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, distribute and display such material throughout the world in any media. You grant Element and its affiliates the right to use the name you submit in connection with such material, if they so choose. You represent and warrant that use of the content you supply does not violate any provision herein and will not cause injury to any person or entity; and that you will indemnify Element for all claims resulting from content you supply.
While we strive to provide a secure connection with the Web Sites, we do not guarantee that communications and messages sent to or by us via e-mail or the Web Sites will be secure. If you choose to send any messages or communications to us via the Web Sites or by e-mail, you accept the risk that they may be intercepted, misused or modified by a third party. You are responsible for any data, usage, or other similar fees you incur as a result of accessing the Web Sites.
All personal information provided via this site will be handled in accordance with the Web Site's online Privacy Statement. You acknowledge that in using the Web Sites and the Web Services you may be providing us with personal data about yourself or other employees, contractors or agents of the Customer. You understand that personal data, about you or others, which you provide using the Web Sites will be collected, processed and used by us, our affiliated or associated entities, our service providers, or our suppliers, and the Customer's affiliated or associated entities for the purposes of providing access to the Web Sites, the Web Services and of facilitating the Product Agreements and the transactions you or the Customer enter into with us, our affiliates or associated entities, our service providers and our suppliers. We are part of a global business and personal data may be transferred to, processed and held in the United States and in other countries by us, our affiliated or associated entities, our service providers, or our suppliers. You hereby consent to such transfer and processing of any personal data about you. Such transfer and processing shall be carried out in accordance with relevant legislation.
If you are located in Canada or Mexico, you understand that any information (including personal information) provided via the Web Sites may be processed and stored in the United States and that United States governments, courts or law enforcement or regulatory agencies may be able to obtain disclosure of such information (including personal information) through the laws of the United States. Such use, disclosure, transfer and processing is in accordance with the provisions of our Canadian and Mexican Privacy Statements; a copy of our Canadian and Mexican Privacy Statements are available upon request.
In addition, when you provide personal data using the Web Sites or in connection with the Web Services about another person (a "data subject"), you hereby expressly acknowledge that (1) you are authorized to provide such personal data about the data subject and (2) when necessary, you or the Customer have obtained the consent of the data subject to provide such personal data using the Web Sites or in connection with the Web Services and to our use, transfer and processing of such personal data in accordance herewith. With respect to any data subject located in Canada or Mexico, you shall also be responsible to ensure that the data subject has been provided with a copy of the applicable Canadian and/or Mexican privacy statement before you provide any personal information about the data subject.
You understand that the data, information, reports, materials or documents contained on the Web Sites are for information only and are not intended as a recommendation. The data and information contained in reports and materials are provided by many sources, including you and other employees or agents of Customer, third party vendors, suppliers and providers, and certain governmental bodies and agencies. We have not independently verified the accuracy of any such data or information and we do not guarantee the accuracy or completeness of such data or information. All valuations, opinions, projections and estimates are subject to change without notice. Nothing contained within any report, materials or documents constitutes financial, legal, tax, accounting, engineering or other advice, nor should any decisions be made solely based on any reports, materials or documentation.
We do not represent or warrant that the Web Sites function without error or interruption.
Except as may be expressly provided in a Product Agreement, Element, its affiliates and associated entities, service providers and suppliers, make no representations about the suitability, reliability, timeliness and accuracy of the software, applications, data, information, reports, materials, documents, or images contained on the Web Sites or as part of the Web Services for any purposes. ALL SUCH ARE PROVIDED ON AN "AS IS" WITHOUT WARRANTY OF ANY KIND BASIS. ELEMENT, ITS AFFILIATES, ASSOCIATED COMPANIES, SERVICE PROVIDERS AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, APPLICATIONS, DATA, INFORMATION, REPORTS, MATERIALS, DOCUMENTS, IMAGES, AND WEB SERVICES INCLUDING TO THE EXTENT PERMISSIBLE BY LAW ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR PURPOSE OR USE, TITLE AND NON-INFRINGEMENT.
You and Customer agree to indemnify, defend and hold harmless Element and its affiliates and associated companies and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees and court costs, arising or resulting from your use of the site and any violation of these Terms and Conditions. If you cause a technical disruption of the site or the systems transmitting the site to you or others, you and Customer agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees and court costs, arising or resulting from that disruption. Element reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and Customer and, in such case, you and Customer agree to cooperate with Element in the defense of such matter.
Exclusion of Liability
Neither Element nor any of its affiliates or associated companies, directors, employees, agents, representatives or subcontractors shall be liable for any direct, indirect, special, incidental, consequential, punitive, or exemplary damages, including lost profits (even if Element is advised of the possibility thereof) arising in any way from, including but not limited to: (i) any defects, viruses and any other malfunctions caused to any equipment and other software in connection with access to, or use of, the Web Sites; (ii) data, information, reports, materials, documents, or images provided on or via the Web Sites; (iii) the interception, modification or misuse of information transmitted to Element or transmitted to you; (iv) the functioning or non-availability of the Web Sites; (v) the misuse of the Web Sites; (vi) the loss of data; (vii) downloading or use of any software or applications made available by the Web Sites; or (viii) claims of third parties in connection with the use of the Web Sites.
Applicable Law and Language
The Web Sites are located in the United States of America and maintained and managed by Gelco Corporation located in Eden Prairie, Minnesota. These Terms and Conditions create a contract between you, the Customer and Gelco Corporation, acting on its own behalf or as servicer, and on behalf of your local fleet leasing and management services company.
If you are located in the United States, the Web Sites and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Minnesota. All disputes arising out of or in connection with these Terms and Conditions shall be submitted to the exclusive jurisdiction of the courts of the State of Minnesota sitting in Minneapolis, Minnesota. While a French version of these Terms and Conditions is made available for persons located in Canada or for French speaking persons located in the United States, and while a Spanish version of these Terms and Conditions is made available for persons located in Mexico or for Spanish speaking persons located in the United States, for persons located in the United States the English language version governs and controls in all respects. If you are located in Canada, the Web Sites and these Terms and Conditions shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein. All disputes arising out of or in connection with these Terms and Conditions shall be submitted to the exclusive jurisdiction of the courts of Ontario. These Terms and Conditions are original in either the French or English language versions for such purposes.
If you are located in Mexico, the Web Sites and these Terms and Conditions shall be governed by and construed in accordance with the laws of Mexico and the laws of Mexico applicable therein. All disputes arising out of or in connection with these Terms and Conditions shall be submitted to the exclusive jurisdiction of the courts of Mexico City. These Terms and Conditions are original in either the Spanish or English language versions.
We reserve the right to change (including to stop providing) the software, applications, data, information, reports, materials, documents, or images provided on or via the Web Sites, including the terms of these Terms and Conditions, at any time. If we amend the Terms and Conditions, you will be required to ACCEPT the amended version prior to being granted access to the Web Sites at and after such time. It is recommended that you review the Web Sites periodically for changes.
These Terms and Conditions do not amend or otherwise affect the terms and conditions of any applicable Product Agreement.