Vehlo API Integration Terms of Service
Last Modified: January 27, 2026
This API Integration Terms of Service (this “Agreement”) is between the Provider and the Integration Partner set forth on the ordering document incorporating this Agreement (the “Order”) and sets forth the terms pursuant to which the Integration Partner may integrate with, access, and use the Vehlo API. Capitalized terms used and not defined elsewhere in this Agreement will have the meanings set forth for such terms in Article 1 below.
Provider reserves the right to change or modify this Agreement provided however, in the event of such change or modification, Provider will notify Integration Partner by updating the “Last Modified” date at the beginning of this Agreement and notifying Integration Partner of such change or amendment in writing (email acceptable), provided Provider will use commercially reasonable efforts to notify Integration Partner at least thirty (30) days’ prior written notice of any changes or modifications that may have a material adverse effect on Integration Partner. Integration Partner’s continued access or use of the Vehlo API following any such update shall constitute Integration Partner’s acceptance of and agreement to all changes or modifications made by Provider to this Agreement. If Integration Partner does not agree to any changes or modifications to this Agreement made by Provider, Integration Partner may no longer access or use the Vehlo API and must discontinue its integration with the Vehlo API.
Access to the Vehlo API is permitted by the Provider and will allow Integration Partner access to those platform, software, and service solutions of those Vehlo Entities: (a) that are identified in the Order; and (b) that Integration Partner has been authorized to access by Provider. All of Integration Partner’s access and use of the Vehlo API is: (i) strictly limited to the Purpose; (ii) subject to the terms of this Agreement; (iii) if applicable, subject to the terms of each applicable Service Agreement; and (iv) is terminable pursuant to Section 8.
In the event the Integration Partner plans to access or use the Vehlo API in a manner other than the stated Purpose or as described in the Order, prior to such access or use Integration Partner must submit, and Provider must approve, a new Order setting forth the manner in which Integration Partner will access or use the Vehlo API. In addition to any other rights or remedies available as a result of any breach hereof, failure to obtain Provider’s approval may result in access interruption and/or denial of service.
By executing the Order, or by integrating with, accessing, or using the Vehlo API (or any data or information accessible through the Vehlo API), Integration Partner agrees to be bound by and comply with this Agreement and, if applicable, each Service Agreement.
ARTICLE 1
Definitions
In addition to terms defined elsewhere in this Agreement, the following terms, when used in this Agreement will have the meanings set forth in this Article 1:
1.1 “Effective Date” means the earlier of: (a) the effective date set forth on the Order; or (b) the first date on which Integration Partner accesses, uses, or initiates its integration with the Vehlo API.
1.2 “End User” means an end-user (which may be a customer, individual, shop, merchant, and/or Integration Partner, as applicable based on the nature of the Services), which may include, without limitation, any Person that, directly or indirectly, through any integration utilizing the Vehlo API, submits, accesses, or otherwise avails himself, herself, or itself of or is directly or indirectly benefitted by: (a) the Services; (b) data from a Vehlo Entity; (c) data from a third party provided through or facilitated by a Vehlo Entity; or (d) the Vehlo API.
1.3 “Integration Partner” means that Person identified as the Integration Partner on the Order, provided, however, that if both an individual and an entity are identified on the Order, the entity is the Integration Partner.
1.4 “Party” means individually, and “Parties” means collectively, Provider and Integration Partner.
1.5 “Person” means any natural person, corporation, partnership, limited liability company, joint venture, trust, proprietorship, or other entity or organization.
1.6 “Privacy Policy” shall mean the then-current privacy policy of the applicable Vehlo Entity, as amended from time to time in accordance with its terms.
1.7 “Product” means any hardware, software, or service-based product of Integration Partner and/or any third party hardware, software, or service-based product that directly or indirectly, through Integration Partner, utilizes the Vehlo API or submits, accesses, or otherwise is directly or indirectly benefitted by: (a) the Services; (b) data from a Vehlo Entity; (c) data from a third party provided through or facilitated by a Vehlo Entity; or (d) the Vehlo API.
1.8 “Provider” means the Vehlo Entity set forth as the provider on the Order Form.
1.9 “Purpose” means that purpose designated on the Order.
1.10 “Service Agreement” shall mean each of the agreement(s) between Integration Partner and the applicable Vehlo Entity, if any, which may include without limitation a Service Agreement, Master Services Agreement, Reseller Agreement, End User License Agreement, Terms of Use, Terms & Conditions, Statement of Work, or any other agreement that sets forth or governs the terms and conditions of Integration Partner’s or its End User’s access and use of the Services. For clarity, Service Agreement(s) may not exist between Vehlo and Integration Partner, in which case the corresponding terms applicable thereto shall not apply.
11.11 “Services” means the hardware, software, or service-based solutions of any Vehlo Entity, including without limitation business and customer management software solutions, digital vehicle inspection tools, scheduling services, and payment processing and other payment related services.
1.12 “Vehlo” means Vehlo Purchaser, LLC, a Delaware limited liability company.
1.13 “Vehlo API” means that universal application programming interface developed and made available by Vehlo or the Vehlo Entities to enable one integration to be used to connect with, access, and/or interface with the platform, software services, and solutions of any of the Vehlo Portfolio Companies.
1.14 “Vehlo Entity” means individually, and “Vehlo Entities” means collectively, the Vehlo Portfolio Companies with which Integration Partner has entered into an Order or Service Agreement.
1.15 “Vehlo Portfolio Companies” means each of the entities identified by Vehlo as its portfolio companies, as such list may be amended from time-to-time by Vehlo in its sole discretion. For the avoidance of doubt, Provider is a Vehlo Portfolio Company and a Vehlo Entity as of the Effective Date.
ARTICLE 2
Implementation
2.1 Integration. Promptly following the Effective Date, Integration Partner and Provider will reasonably cooperate to allow Integration Partner to utilize the Vehlo API to integrate the Services with Integration Partner’s Products (the “API Integration”). To facilitate such integration, Provider will provide Integration Partner with access to the Vehlo API and may provide to Integration Partner any instructions, documentation, source code, and other information Provider determines to be appropriate with respect to Integration Partner’s integration (collectively and together with the Vehlo API, the “Integration Information”).
2.2 Third Parties. Integration Partner understands and agrees that all or portions of the Services may operate in conjunction with or be provided through software, hardware, or services provided by third parties, including but not limited to software for internet browsing, PDF viewing, transaction routing, and specific features requested by Integration Partner or any End User. Provider shall not, and no other Vehlo Portfolio Companies shall, have any obligation with regard to, and each makes no representation or warranty related to, the software, hardware, or services provided by third parties. Third-party products and services may be subject to licenses, agreements, privacy policies, and other terms and conditions associated with such products and services, and Integration Partner will comply with and adhere to each such license, agreement, policy, term, and condition.
ARTICLE 3
Obligations of Integration Partner
3.1 Access. To access the Vehlo API and/or to implement Integration Partner’s use of the integration through the Vehlo API, Integration Partner will be asked to provide certain registration details or other information to create a user account and obtain Credentials (as defined below). It is a condition of Integration Partner’s use of the Vehlo API and Services that all the information provided to Provider by Integration Partner is correct, current, and complete, and as such Integration Partner: (a) represents and warrants that all information Integration Partner provides in connection with its use of the Vehlo API and Services is correct, current and complete as of the time it is provided; and (b) will promptly (and in any case within five (5) business days) update any such information if such information for any reason becomes, or Integration Partner discovers any such information to be, incorrect, inaccurate, or incomplete.
3.2 Usage. Integration Partner’s usage of the Services accessed in connection with the API Integration contemplated by this Agreement shall be subject to the terms and conditions contained in the Agreement (including any applicable Service Agreement(s)). All information Integration Partner provides with respect to, in connection with, or utilizing the Vehlo API or the Services, including, but not limited to any information with respect to the integration contemplated hereby, will be subject to and governed by the Agreement, and if applicable, the Privacy Policy (or Privacy Policies) and Service Agreement(s).
3.3 Compliance. Integration Partner will at all times conduct its business in a manner that reflects favorably on the goodwill and reputation of the Vehlo Entities and will not engage in any unethical business practices. Integration Partner will comply with all applicable laws, and those security protocols, policies, notices, and safeguards of the applicable Vehlo Entities in effect during the term of this Agreement, as they may be updated from time to time (including without limitation any security protocols, policies, notices, and safeguards provided or designated as part of the Integration Information). Integration Partner understands and agrees that no Vehlo Entity (including without limitation Provider) will be held liable for any damages resulting from Integration Partner’s (or Integration Partner’s employees, contractors, or agents) noncompliance with any of the above, and Integration Partner will defend, hold harmless, and indemnify each Vehlo Entity (including without limitation Provider) against all damages resulting from such noncompliance by Integration Partner or its employees, contractors, or agents. Provider and the applicable Vehlo Entities shall likewise be responsible for complying with applicable law.
3.4 Data Sharing. For certain of the Services it is anticipated that personally identifiable information or other confidential information or data (“Shared Data”) will be obtained, sent, or provided through the API Integration or otherwise between the Integration Partner and a Vehlo Entity in connection with the Services or business arrangements contemplated by the parties. Integration Partner will: (a) obtain all authorizations and consents necessary or appropriate (including without limitation the consent of the person to whom any personally identifiable information relates) to authorize and allow for the sharing of any and all Shared Data between Integration Partner and each applicable Vehlo Entity (and, if applicable, each End User) as well as for the use of all such Shared Data by each Vehlo Entity in accordance with each applicable Privacy Policy; (b) enter into a data protection agreement or equivalent arrangement with each applicable customer, merchant, or other End User as may be appropriate, necessary, or required under applicable law which addresses the rights, interests, and obligations of Integration Partner as a data processor and with respect to personal data; and (c) indemnify, defend, and hold harmless each Vehlo Entity from any and all Liabilities (defined below) resulting from Integration Partner’s failure to obtain any such authorizations or consents, failure to enter into an adequate data protection agreement, or failure to comply with any applicable law regarding the access, use, and/or processing of data.
3.5 Data Security. Integration Partner will be solely responsible for the Products, including without limitation the proper, error-free and secure integration of such Products with the Vehlo API and all security of data accessed, stored on, or sent through such integration or Integration Partner’s networks and servers. Integration Partner represents and warrants that it has taken and will take all precautions necessary to ensure that all data, including, but not limited to, personally identifiable data is adequately protected and that Integration Partner’s Products and networks, servers, and other electronic systems are secure from access, breach, intrusion, or compromise by any unauthorized third parties (including but not limited to those networks, servers, and electronic systems of any vendors or third parties used by Integration Partner). In the event that Integration Partner’s Products or systems (or its vendor’s or third party service provider’s systems) are or may have been breached, or unauthorized persons have or may have gained access to such systems, Integration Partner’s Credentials, or any personal data, Integration Partner shall promptly: (a) notify Provider in writing of such occurrence; (b) notify any affected parties as required under any applicable laws or industry guidelines; (c) take all actions and precautions necessary to prevent any continuous or additional breach; (d) commence all remedial efforts and other actions required under applicable laws or regulations; and (e) cooperate with each Vehlo Entity to adequately or appropriately address any such event.
3.6 Audit Rights. Provider (or its delegate) may, upon reasonable prior notice and during normal business hours, audit Integration Partner’s compliance with this Agreement (including security, data use, and other obligations). Integration Partner shall cooperate in any such audit and provide access to relevant systems, records, and personnel. Provider will conduct audits in a manner that minimizes disruption to Integration Partner’s business. If any material non-compliance is discovered, Integration Partner shall promptly rectify it and, upon Provider’s request, certify in writing its compliance with this Agreement.
ARTICLE 4
Fees
4.1 Service Agreements. As applicable, Integration Partner will pay all amounts owed under each Service Agreement in accordance with the terms of such Service Agreement.
4.2 Access and Usage Fees. Provider reserves the right to implement and charge (and Integration Partner will pay to Provider) any access and usage fees in connection with this Agreement or for access to or use of the API Integration, which such fees may be modified by Provider upon at least thirty (30) days prior notice to Integration Partner. Provider will provide Integration Partner with at least thirty (30) days prior notice of the implementation of any access or usage fees charged pursuant to this Agreement. Additional fees may also be implemented pursuant to Section 8.3 below. If any such amounts are charged, such amounts will be payable in full and without offset or reduction, by wire transfer of immediately available U.S. dollars (or such other method of payment as agreed to by the Parties) to an account designated by Provider in full within thirty (30) days of the applicable invoice date. In addition to any other remedies available, Provider may, in its sole discretion: (a) offset the amounts payable hereunder against any amounts payable to Integration Partner by any Vehlo Entity; and (b) suspend all access to the Vehlo API and/or terminate this Agreement if any amount is not paid timely in accordance herewith. All fees charged pursuant to this Agreement are non-refundable. Any late payment shall accrue interest at the rate of 1.5% per month or the maximum rate allowed by law (whichever is less) from the due date until paid in full. Integration Partner shall be liable for any costs of collection, including reasonable attorneys’ fees, incurred by Provider in recovering overdue amounts. Notwithstanding the foregoing, to the extent the Order Form contains any terms expressly identifying and superseding the subject matter of this Section 4.2, the terms and conditions of the Order Form shall prevail and control with respect to the subject matter of such conflict.
ARTICLE 5
Intellectual Property
5.1 IP Ownership. As between Provider and Integration Partner, all right, title, and interest in and to the Vehlo API and Integration Information is owned exclusively by Provider (or its licensors and suppliers), including without limitation all intellectual property rights of any kind in the Integration Information, the Vehlo API, and all related software, hardware, source code, technology, trademarks, trade names, trade dress, logos, patents, copyrights, trade secrets, and domain names, including any copies, modifications, improvements, adjustments, configurations, and derivative works made of any of the foregoing (collectively, “IP Rights”). Integration Partner agrees that it shall not (and shall not permit any other party to): (a) use the IP Rights in any manner other than as expressly permitted under this Agreement; (b) do anything to contest or impair the IP Rights; (c) modify, copy, sell, lease, loan, sub-license, distribute, timeshare, transfer, create derivative works of (except as expressly provided in this Agreement), disassemble, de-compile, or reverse engineer the Vehlo API or any IP Rights therein (including without limitation any right to access the Vehlo API); or (d) attempt to extract the source code or source listings or any algorithm, data, process, procedure, or any other portion of the Vehlo API or any IP Rights therein. Integration Partner shall immediately notify Provider if it becomes aware of any unauthorized duplication, access, or use of the Vehlo API, the IP Rights, or any portion of the foregoing. The Parties agree that all improvements, enhancements, modifications, or derivative works made from or using the Vehlo API or the Integration Information (“Vehlo Improvements”), whether made by Provider, Integration Partner, or any other Person, shall be the exclusive property of Provider, in each case without any obligation, payment or otherwise, to Integration Partner or any third party, even if any such Vehlo Improvements were suggested, designed, presented, requested, or submitted (through Feedback (as defined in Section 10.3) or otherwise) by or on behalf of Integration Partner. Integration Partner hereby assigns to Provider all rights, title, and interest in and to any such Vehlo Improvements. Nothing in this Section 5.1 transfers ownership of Integration Partner’s Products or any intellectual property rights therein, including any improvements, enhancements, or derivative works of Integration Partner’s Products, except to the extent such Products or works incorporate the Vehlo API, the Integration Information, or Vehlo Improvements. Integration Partner may not modify the Vehlo API in any way without Provider’s prior written consent. Integration Partner will not access or use the Integration Information, the Vehlo API or its license thereto for any reason other than the integration of the Services into the Products. The license granted herein is subject to the terms of this Agreement and shall be deemed revoked by Provider upon the expiration or termination of this Agreement.
5.2 Data Ownership and Usage. As between Provider and Integration Partner: (a) all right, title, and interest in and to any data or information generated by or on behalf of Provider or the Vehlo Portfolio Companies in connection with the Services or the Vehlo API, including any aggregated, anonymized, or de-identified data derived therefrom (“Vehlo Data”), is and will remain the exclusive property of Provider or the applicable Vehlo Portfolio Company; and (b) all right, title, and interest in and to any data or information submitted to or through the Services or Vehlo API by or on behalf of any customer, shop, merchant, or End User (“Customer Data”) is and will remain, as between the Parties, the property of the applicable customer, shop, merchant, or End User. Integration Partner obtains no ownership rights in any Vehlo Data or Customer Data under this Agreement. All Vehlo Data and Customer Data made available to Integration Partner through or using the Vehlo API or the integration contemplated by this Agreement will be deemed Confidential Information. Integration Partner will not: (i) access, use, or otherwise manipulate any such data or information other than for the Purpose and only after obtaining all required consents and approvals from any applicable third party (including without limitation the applicable End User or customer); or (ii) submit any data or information that Integration Partner knows or reasonably should know is incorrect, incomplete, or misleading. Integration Partner will not create or use the data or information provided or accessed through the Vehlo API to populate or generate any derivative data sets, copies, or excerpts, or any other materials from which such data or information could be recreated or derived, except as expressly permitted in writing by (1) Provider, in the case of Vehlo Data, or (2) the applicable third party (including without limitation the applicable End User or customer), in the case of Customer Data or other third-party data.
For clarity, nothing in this Agreement shall restrict, limit, or otherwise interfere with Integration Partner’s actions permitted by the Purpose as stated in the Order, or its rights to access, use, process, or disclose End User Customer Data to the extent such rights are granted to Integration Partner under a separate agreement between Integration Partner and an applicable End User (such agreement, an “End User Agreement”). Provider acknowledges and agrees that Integration Partner’s rights under any End User Agreement shall govern with respect to Integration Partner’s use of End User Customer Data and such rights shall supersede conflicting restrictions or obligations in this Agreement. However, in no event shall the foregoing or anything else herein to the contrary supersede or contradict the terms herein regarding using the Vehlo API, the related Services, and all data obtained, transmitted, provided, or made available in connection therewith solely for the Purpose, which remains in full force and effect regardless of any broader rights in an End User Agreement or otherwise.
5.3 Updates. Provider reserves the right to (but has no obligation to) release new, updated, or modified versions of the Services at any time, in its sole discretion; provided, however, that Provider shall give Integration Partner at least thirty (30) days’ prior written notice of any material updates or modifications that reasonably require changes to Integration Partner’s integration or materially and adversely impact the functionality of the integration. These updates and releases may include security updates; new or different features, functionality, or content; or other modifications as determined in Provider’s sole discretion, including without limitation as required for compliance with updated laws, compatibility with updated specifications, or for any other reason. Notwithstanding the foregoing, Provider is not responsible for making updates to the Vehlo API based on specific industry needs of Integration Partner. If Integration Partner seeks compliance of the Vehlo API with specific industry standards, it must notify Provider in writing and the Parties may enter into a separate agreement addressing industry specific compliance. Provider is under no obligation to make the Vehlo API compliant with Integration Partner specific industries. If an updated version of the Vehlo API has been released, Integration Partner shall promptly update its integration based on and to comply with the latest version of the Vehlo API and any updated Integration Information made available by Provider related to such integration. The Parties understand that the failure to promptly update and maintain the Integration Partner’s integration based on any changes to the Vehlo API or Integration Information may result in (but is not limited to) failure of the Services to properly function, insufficient security measures, and the Services inability to work with the Products, among other issues, which may result in material Liabilities.
ARTICLE 6
Liability
6.1 Representations and Warranties; Purpose and Compliance. Each Party represents and warrants to the other that as of the Effective Date and throughout the term of this Agreement it is: (a) properly registered, validly existing, and in good standing under the laws of the state where its principal office is located, (b) it has full authority and corporate power to execute this Agreement and perform its obligations under this Agreement, and (c) its performance of this Agreement will not violate any law, regulation, contract, or agreement to which it may now or hereafter be bound. In addition to Integration Partner’s other obligations herein, Integration Partner represents, warrants, and covenants that it will only use the Vehlo API, the related Services, and all data obtained, transmitted, provided, or made available in connection therewith: (i) in a bona fide business operation; (ii) in accordance and compliance with all applicable laws and regulations (and will ensure it is not engaged in any business operation prohibited by any applicable law or regulation); and (iii) for the Purpose (and not for any other reason, in any other manner, or for any other purpose).
6.2 Order; Data. Integration Partner represents and warrants that all information set forth on the Order is correct and complete in all respects, and that the Person(s) executing and delivering the Order have all power, authority, consents, and approvals necessary to bind Integration Partner to this Agreement. Integration Partner will promptly notify Provider if it discovers any information on the Order to be, or any information on the Order for any reason becomes, inaccurate, incomplete, or misleading (and such notice will identify such inaccurate, incomplete, or misleading information and provide all appropriate corrections and updates to ensure such information is accurate, complete, and not misleading in all respects). Integration Partner will not, without Provider’s prior written consent, access or use the Vehlo API or any data or information obtained through (or provide any data or information through) the Vehlo API other than: (a) for the Purpose; (b) information or data it reasonably believes is accurate, complete, correct, and not misleading; and (c) with the prior written approval or consent of any third party to which such data or information relates or to whom such data or information belongs, which approval or consent may be in an End User Agreement.
6.3 Disclaimers and Limitation of Liability. EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES OF PROVIDER SET FORTH IN SECTION 6.1, PROVIDER DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES REGARDING THE VEHLO API AND THE SERVICES, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, ERROR-FREE OPERATION, AVAILABILITY, SECURITY, TITLE, OR THAT THE VEHLO API OR SERVICES WILL MEET INTEGRATION PARTNER’S EXPECTATIONS OR OTHERWISE BE COMPATIBLE WITH INTEGRATION PARTNER’S PRODUCTS. Use of and access to the Vehlo API is offered solely “as-is” and “as available” and Provider and its vendors and suppliers make no representation or warranty express or implied, with regard to the Vehlo API or the Services accessed through the Vehlo API. All use of the Vehlo API and the Services is at Integration Partner’s sole risk. Provider also disclaims any and all representations and warranties regarding the accuracy, completeness, and not-misleading nature of any information, reports, or other data provided by or through Provider (including without limitation through the Vehlo API), and all such information is provided solely “as is”. IN NO EVENT WILL INTEGRATION PARTNER OR PROVIDER OR ANY OF EITHER OF THEIR AFFILIATES (INCLUDING WITHOUT LIMITATION ANY VEHLO PORTFOLIO COMPANY), VENDORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST OR INJURED REPUTATION, LOST BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ATTORNEYS FEES, COURT COSTS, OR COSTS OF COLLECTION) FOR ANY REASON, REGARDLESS OF THE FORM OR ACTION, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. THE LIABILITY, IF ANY, OF PROVIDER TO INTEGRATION PARTNER OR ANY THIRD PARTY FOR ANY CLAIMS, COSTS, DAMAGES, LOSSES, AND EXPENSES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE, WILL NOT EXCEED IN THE AGGREGATE THE GREATER OF (A) ONE HUNDRED DOLLARS; OR (B) THE AMOUNT OF FEES PAID BY THE INTEGRATION PARTNER TO PROVIDER FOR THE PRECEDING FOUR (4) MONTH PERIOD MEASURED FROM THE DATE THE LIABILITY ACCRUES. Notwithstanding any other provision of this Agreement, in no event shall: (i) Provider be liable or responsible for any Liabilities arising out of any act or omission of any third party, including but not limited to a vendor or Vehlo Entity providing the Services or any portion thereof; (ii) Provider be liable or responsible for any Liabilities due to Integration Partner’s or any third party’s failure to comply with any applicable rules, laws, required security measures, or applicable portions of the Integration Information or associated instructions; or (iii) any Vehlo Entity or other Vehlo Portfolio Company other than Provider have any Liability or obligation of any type or nature under this Agreement and Integration Partner shall look solely and exclusively to the applicable Service Agreement for any rights or obligations with respect to any Vehlo Entity or other Vehlo Portfolio Company. Integration Partner understands that data transferred over communication networks is subject to interception or delays, each of which may result in damages, and neither Provider nor Integration Partner will have any liability or responsibility for any Liability resulting from any such interception, delay, or damages. If any data or services are used in connection with any payments or transactions, in no event will Provider be liable for: (1) any improperly processed or unauthorized transactions; (2) illegal or fraudulent access to Integration Partner’s account or any customer’s account; (3) any chargeback, return, credit, refund, processing failure, duplicated transaction, incorrect transaction amount, improper interchange classification, or delay; credit card or debit card fraud; (4) authorized transaction which turns out to be fraudulent or unauthorized transaction which turns out to be legitimate; or (5) the unauthorized use or disclosure of any personally identifiable data or confidential information. For purposes hereof, the term “Liabilities” means collectively, and “Liability” means individually, any and all losses, expenses, fees, fines, penalties, damages (of any type or nature), liabilities, and obligations (including without limitation attorney’s fees and court costs).
6.4 Indemnification.
(a) Provider agrees to indemnify, defend, and hold harmless Integration Partner and each of the employees, directors, officers, and agents of Integration Partner from and against any Liability claimed by any third party alleging that the Vehlo API or the Integration Information infringes or misappropriates such third party’s intellectual property rights; provided that Provider will have no obligation under this sentence to the extent such claim relates to or arises from (collectively, the “Excluded Claims”): (i) any combination of the Vehlo API or Integration Information with Integration Partner’s products or services or with any other products, services, data, content, technology, or systems not supplied by Provider (or its licensors); (ii) any modification of the Vehlo API or Integration Information not made by or on behalf of Provider; (iii) use of the Vehlo API or Integration Information other than in accordance with this Agreement or the Integration Information; or (iv) Integration Partner’s Products or other materials.
(b) Integration Partner agrees to indemnify, defend, and hold harmless Provider, the other Vehlo Portfolio Companies, and each of the employees, directors, officers, and agents of Provider or any of the other Vehlo Portfolio Companies from and against any Liability claimed by any third party related to or arising from: (a) Integration Partner’s breach of the terms of this Agreement; (b) any unauthorized access, disclosure, loss or use of personally identifiable or confidential information by, through, or from Integration Partner or its employees, agents, or third party services providers; (c) any information provided or modified by Integration Partner being incorrect, incomplete, inappropriate, or otherwise causing any damage or harm to any customer, vendor, or other third party; (d) Integration Partner’s actual or alleged violation of any third party’s intellectual property rights; or (e) an Excluded Claim.
(c) The party seeking indemnification (the “Indemnified Party”) will provide the party providing indemnification (the “Indemnifying Party”) prompt written notice of any claim for which the Indemnified Party seeks indemnification under this Section; provided that any failure to provide prompt notice will not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party will have sole control over the defense and settlement of the claim, and the Indemnified Party will provide reasonable cooperation in connection with the defense and settlement of the claim at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense with counsel of its own choosing at its own expense. The Indemnifying Party will not settle any claim in a manner that admits fault on behalf of the Indemnified Party or imposes any non-monetary obligation (including any restriction on use of the Vehlo API, Integration Information, Services, or Integration Partner’s Products) on the Indemnified Party without the Indemnified Party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed).
ARTICLE 7
Confidentiality
7.1 Confidentiality. Except as necessary to perform its obligations under this Agreement, Integration Partner will not use or disclose to any third party any Confidential Information. Provider may issue credentials to Integration Partner which allow Products to interface with the Services through implementation of the Vehlo API, including without limitation user names, passwords, access tokens, authentication tokens, or other unique identifiers (“Credentials”). Integration Partner will maintain the confidentiality of the Credentials and restrict access and use of the Credentials to its employees who have a need for such information in the performance of Integration Partner’s obligations under this Agreement. Integration Partner will ensure that its employees and agents comply with the applicable provisions of this Agreement regarding such use and access. Integration Partner will remain responsible for all acts and omissions taken, and all information accessed, using the Credentials (including without limitation by Integration Partner’s employees, Integration Partner’s agents and other recipient of the Credentials). Provider may revoke the Credentials or adjust the information accessible using such Credentials at any time in its reasonable discretion without any Liability. Integration Partner will safeguard all Confidential Information using the same degree of care and discretion that it uses to protect its own confidential information, but in no case less than a reasonable degree of care (or, to the extent required by applicable law with respect to any particular information, such greater degree of care required by applicable law). Notwithstanding the foregoing, this provision will not prevent Integration Partner from disclosing information that: (a) is in the public domain through no act of Integration Partner (or any person in receipt or possession of such information by, through, or from Integration Partner) in breach of this Agreement, (b) was in possession of Integration Partner prior to its disclosure under this Agreement, or (c) was received from a third party with no restriction on use or disclosure and it would not reasonably be expected that such information is bound by a confidentiality obligation in favor of Provider or any other Vehlo Portfolio Company. In addition, Integration Partner may disclose Confidential Information if, and to the extent, such information is required to be disclosed by state or federal law, court order, or subpoena, provided that in such case, Integration Partner will immediately notify Provider of such required disclosure so that Provider (or an affiliate thereof) may seek a protective order, and Integration Partner will fully cooperate with any such efforts by Provider (or any affiliate thereof) to contest or limit the required disclosure. All information, trade secrets, or other data belonging to or relating to Provider or any other Vehlo Portfolio Company (collectively “Confidential Information”), as between the Parties, belongs solely to and is owned by Provider. For the avoidance of doubt, Confidential Information includes, but is not limited to: (i) all information regarding the Vehlo API, the Integration Information, Services, or the business and operations of Provider or any of the other Vehlo Portfolio Companies; (ii) the Credentials; (iii) all information accessible using the Credentials; (iv) all personally identifiable information or other data or information accessible from, relating to, or owned, controlled, or belonging to any third party that is accessible using the Vehlo API; and (v) the terms of this Agreement.
ARTICLE 8
Term and Termination
8.1 Term. This Agreement will have an initial term of one (1) year (the “Initial Term”) and at the end of the then-current Term will automatically renew for additional subsequent one (1) year periods (each a “Renewal Term”) unless: (a) either Party provides prior written notice at least sixty (60) days before the end of the then-current Term of its election not to renew, in which case this Agreement will expire upon the end of the then-current Term; or (b) this Agreement is otherwise terminated in accordance with the termination rights set forth in this Article 8, in which case the term of this agreement will end upon such termination. The “Term” means the Initial Term and each Renewal Term.
8.2 Termination. Notwithstanding the above, the Parties will have the following termination rights:
(a) For Cause. Either Party may, upon written notice to the other Party, terminate this Agreement if such other Party is in breach of this Agreement and, if such breach can be cured, fails to cure such breach within thirty (30) days after receipt of notice of such breach.
(b) Bankruptcy or Insolvency. Either Party may, upon written notice to the other Party, terminate this Agreement if such other Party becomes subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or assignment or composition for the benefit of creditors, in each case which such action or proceeding is not dismissed within sixty (60) days of the filing thereof.
(c) Requirement. Provider will have the right to terminate this Agreement immediately upon written notice to Integration Partner if: (i) Integration Partner fails to pay any undisputed amounts due and owing to Provider pursuant to this Agreement or any undisputed amounts due and owing to any Vehlo Entity pursuant to any Service Agreement or is otherwise in material breach of any Service Agreement after having been given a commercially reasonable period to cure such breach, if curable; (ii) any change in law or regulation applicable to either Party would make the business arrangements contemplated by this Agreement illegal or prohibitively expensive; (iii) if this Agreement is required to be terminated (or the failure to terminate this Agreement will result in penalties, fees, or fines being imposed) by a regulatory authority having jurisdiction over either Party; (iv) Provider is or becomes subject to any contract or obligation which would prevent its performance of this Agreement or making available the Vehlo API; or (v) Provider discontinues provision of the Vehlo API or is unable to provide or service the Vehlo API to, or the resulting integration with, Integration Partner as a result of underwriting requirements, policy standards, or other applicable requirements, provided, however, that Provider will use commercially reasonable efforts to notify Integration Partner of any event it believes likely to result in a termination pursuant to the foregoing Subsection (iv) or Subsection (v) at least thirty (30) days prior to the date of such termination.
8.3 Restricted Use; Suspension. API usage deemed harmful to the network primarily involves actions that cause resource exhaustion or network strain of resources in a manner that compromises system integrity, access and/or usage across the ecosystem of connected users. Such activity by Partner may trigger throttling, suspension and/or deactivation by Provider until it is rectified by Partner. This may include and is not limited to the following examples: (a) flooding the API with an excessive number of requests in a given day and persists for several consecutive days; (b) use of automated scripts to extract large volumes of data from API endpoints using high-rate access patterns; or (c) requesting excessively large file downloads, or triggering unbounded loops/recursion that depletes system resources and degrades network performance. In such or similar events, Provider will have the right to suspend Integration Partner’s access to the Vehlo API, one or more Services, or any or all data or information available or accessible through the Vehlo API at any time and in its sole discretion. Removal of such suspension may also be subject to additional fees, including for the harmful use and/or on a go-forward basis.
ARTICLE 9
License
9.1 API License. Subject to the terms of this Agreement, Provider hereby grants to Integration Partner a limited, non-transferable, revocable, terminable, non-exclusive license, without the right to sublicense, to use the Vehlo API and the Integration Information to integrate the Vehlo API with Integration Partner’s Products and to use such integration access and use the Services in accordance with the applicable Service Agreements solely for the Purpose (the “API License”). Integration Partner is not permitted to access or use, directly or indirectly, the Vehlo API for any reason other than the Purpose without Provider’s prior written consent.
9.2 Termination. Provider shall have the right to terminate the API License at any time, for any reason, with ninety (90) days’ written notice to Integration Partner. The API License shall automatically terminate upon termination or expiration of this Agreement for any reason. Upon any termination or expiration of this Agreement, Integration Partner shall immediately cease all access to and use of the Vehlo API and Integration Information. Except as required to fulfill Section 10.14(b), Integration Partner shall within thirty (30) days thereafter return or securely destroy (at Provider’s direction) all Confidential Information, Integration Information, and any data obtained through the Vehlo API. Upon Provider’s request, Integration Partner will certify in writing that it has complied with the foregoing.
ARTICLE 10
General
10.1 Entire Agreement. This Agreement, the DPA (defined below), and the Order, including any attached schedules, exhibits, attachments and applicable Service Agreements, set forth the entire understanding of the Parties relating to its subject matter and supersedes any other agreement between the Parties relating to its subject matter.
10.2 Agreement Amendment. The Agreement (including the Order) may only be amended: (a) in a writing executed by both Parties, (b) if an amendment is required to comply with applicable law, by Provider upon written notice to Integration Partner (and Provider will use commercially reasonable efforts to provide such notice as far in advance as commercially reasonable under the circumstances); and (c) if an amendment is required to reflect a change to an agreement between any Vehlo Portfolio Company and a third party service provider or vendor, upon written notice to Integration Partner (and Provider will use commercially reasonable efforts to provide such notice as far in advance as commercially reasonable under the circumstances). Additionally, this Agreement may be amended by Provider as set forth in the preamble of this Agreement. Provider may modify or amend the Vehlo API or the Integration Information (including without limitation to reflect any upgrades, modifications, adjustments, improvements, discontinuances, or other adjustments thereto, to any Services, or any change in applicable laws, rules, requirements, or policies) at any time in its sole discretion. Provider will use commercially reasonable efforts to notify Integration Partner at least thirty (30) days’ prior written notice of any changes or modifications that may have a material adverse effect on Integration Partner.
10.3 Feedback. If Integration Partner (or any employee, affiliate, or agent thereof) provides Provider with suggestions or comments that are related to any products or services of any of the Vehlo Portfolio Companies, including, but not limited to the Vehlo API and Services (“Feedback”), Integration Partner grants to each of the Vehlo Portfolio Companies all legal right, title and interest in all such Feedback and such Feedback may be used by Provider or any of the other Vehlo Portfolio Companies in any manner without any obligation (including without limitation any obligation to make any payment) to Integration Partner. Further, upon reasonable request by Provider, Integration Partner will make, execute, and deliver to Provider all instruments and assignments reasonably requested by Provider to transfer such ownership to Provider or any of the other Vehlo Portfolio Companies designated by Provider.
10.4 Notices. All notices provided under this Agreement will be in writing and will be delivered in person, by mail courier, return receipt requested or by a nationally recognized overnight service, to the address set forth for the applicable Party on the Order. Notwithstanding the foregoing, Provider may provide notice to Integration Partner by sending such notice to the e-mail address then on-file for Integration Partner (and Integration Partner may update such email address upon written notice to Provider in accordance with this section).
10.5 Taxes. Fees are exclusive of all taxes, levies, duties, and similar governmental assessments, including without limitation sales, use, GST, VAT, or withholding taxes, that may be imposed by any jurisdiction (collectively, “Taxes”). Integration Partner is responsible for payment of all Taxes associated with its purchases under this Agreement, excluding Taxes based on Provider’s net income, property, or employees. Provider may add applicable Taxes to invoices issued to Integration Partner, and Integration Partner will pay such Taxes in accordance with the invoiced amounts. If Integration Partner is exempt from any Taxes, it will provide Provider with a valid tax exemption certificate or other applicable documentation, and Provider will not charge such Taxes to the extent the exemption applies. Neither Provider nor any other Vehlo Entity will be obligated to withhold any amount on Integration Partner’s behalf, except as required by applicable law.
10.6 Severability. If any provision of this Agreement is deemed illegal, the invalidity of such provision will not affect any other provision, and this Agreement will be construed as if the illegal provision is not contained in the Agreement.
10.7 Waiver. No failure or delay by any Party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of a right preclude any further exercise of that right.
10.8 Third Party Beneficiaries. This Agreement will not be deemed to be for the benefit of any third party other than the Vehlo Portfolio Companies (which such Vehlo Portfolio Companies are third party beneficiaries hereof). Integration Partner is not a third party beneficiary of any agreement or arrangement between any of the Vehlo Portfolio Companies and any third party.
10.9 Choice of Law; Venue; Jury Trial; Attorney’s Fees. This Agreement will be construed exclusively in accordance with the laws of the State of Delaware without regard to principles of conflicts of law. To the extent any Dispute arises which is, for any reason, not subject to the obligation to arbitrate pursuant to Section 10.10 or which may be brought in court pursuant to the terms of Section 10.10, the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts in the State of Delaware in any action, suit or proceeding with respect to such Dispute and waive, to the fullest extent it may do so, the defense of forum non conveniens. The Parties waive the right to a jury trial in connection with any Dispute arising between the Parties for any reason. In the event of any Dispute, if Provider is the prevailing party it shall be entitled to recover from the other Party its reasonable attorneys’ fees and expenses including, without limitation, court, arbitration, and expert witness fees.
10.10 Arbitration. The Parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement or the Vehlo API (each a “Dispute”) that are not resolved by their mutual agreement (a) shall be brought by a Party in such Party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding and (b) shall be submitted to final and binding arbitration before JAMS (formerly Judicial Arbitration and Mediation Services), or its successor, pursuant to the Federal Arbitration Act, 9 U.S.C. §§1 et seq. (the “Arbitration Act”). Either Party may commence the arbitration process called for in this Section 10.10 by filing a written demand for arbitration with JAMS, with a copy to the other Party. The arbitration will be conducted in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Parties will cooperate with JAMS and with one another in selecting a single arbitrator from JAMS’ panel of neutrals, and in scheduling the arbitration proceedings, which shall take place in San Diego, California and in the English language. The Parties agree that they will participate in the arbitration in good faith. The arbitration shall be governed by the Arbitration Act and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitration shall be conducted in San Diego, California and in the English language. The Parties further agree that the arbitration shall be kept confidential and that the existence of the arbitration proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, JAMS, the Parties, their counsel, accountants and auditors, insurers and re-insurers, and any person or entity necessary to the conduct of the proceeding. The confidentiality obligations in this Section 10.10 shall not apply (i) if disclosure is required by law, or in judicial or administrative proceedings, or (ii) as far as disclosure is necessary to enforce the rights arising out of the arbitration award. Without otherwise limiting the requirements imposed by this Section 10.10, a Party may seek from a court (in accordance with and in the venue set forth in Section 10.9), any interim or provisional relief that may be necessary to protect its interests hereunder, pending the resolution of any dispute in accordance with this Section 10.10.
10.11 Independent Contractors. Provider and Integration Partner are independent contractors and neither Party shall make any representation otherwise. The term “partner” in the defined term “Integration Partner” is used solely to reflect the ongoing anticipated cooperation between the Parties in a colloquial sense, and is not intended to create or describe (nor shall it be deemed to imply) a legal partnership or joint venture of any type or nature, and the Parties intend their relationship to be, and agree that their relationship shall be, solely that of independent contractors.
10.12 Force Majeure. Any delay in Provider’s performance, or any non-performance by Provider, of its obligations shall be excused if such delay is due to a cause or event beyond Provider’s control.
10.13 Transfer. Provider may assign or transfer all or a portion of this Agreement. Integration Partner may not sell, assign, or otherwise transfer this Agreement, or any portion or right contained in this Agreement, by operation of law, merger, stock sale, asset sale, or otherwise, without the Provider’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Subject to the foregoing, this Agreement will inure to the benefit of and will be binding upon the Parties and their permitted successors and assigns.
10.14 Survival. The terms and provisions in the following Articles of this Agreement (together with the defined terms herein necessary or appropriate for the application and interpretation thereof) shall survive the termination or expiration of this Agreement and remain binding on the Parties: Article 3, Article 4, Article 5, Article 6, Article 7, and Article 10. In addition: (a) termination or expiration of this Agreement will not terminate any liability of Integration Partner to Provider or any of the other Vehlo Entities related to or arising out of this Agreement; and (b) following the termination or expiration of this Agreement, Integration Partner will maintain the integration in good standing and working order using (and in accordance with) the then-current Vehlo API and the Integration Information, and allow its customers, End Users, vendors, service providers, integrated relationships, or independent contractors to access and use the Services through such integration (and will not take any action to interfere with or discourage any such Person’s use of the Services through such integration) for as long as any customer, end-user, vendor, service provider, integrated relationship, or independent contractor accesses or uses the Services, including without limitation by promptly updating such integration to operate and function in accordance with any changes to the Vehlo API or the Integration Information.
10.15 Data Processing Addendum. Integration Partner will only access, process, and/or use information provided or made available by any End User in accordance with applicable law and that data processing agreement entered into between Integration Partner and such End User pursuant to Section 3.4. Unless a separate written data processing addendum is entered into by and between Provider and Integration Partner: (a) that data processing addendum accessible at https://vehlo.com/data-processing-addendum/, as amended from time to time (the “DPA”) is hereby incorporated into this Agreement by reference and Integration Partner agrees to be bound by and subject to the DPA; and (b) Integration Partner will only access, process, and/or use information made available by or through Provider for the Purpose (as defined in the DPA) in accordance with and subject to the DPA. Any changes to the DPA must be agreed to in writing by the Integration Partner.
10.16 Interpretation. The headings of the articles and sections of this Agreement are inserted for convenience only and shall not constitute a part of or affect in any way the meaning or interpretation of this Agreement. Each Party hereto acknowledges that it has reviewed this Agreement prior to its execution and has negotiated or agreed with the terms hereof. If any disputes arise with respect to the interpretation of any provision of this Agreement, the provision shall be deemed to have been drafted by both Parties and shall not be construed against any Party on the basis that the Party was responsible for drafting that provision. If the last day for the giving of any notice or the performance of any act required or permitted to be given or performed under this Agreement is not a business day, then the last day required or permitted for the giving of such notice or the performance of such action shall be extended to the next succeeding business day.
10.17 Counterparts. The Order may be executed and delivered in two or more counterparts, each of which when executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The signatures to the Order may be evidenced by facsimile or PDF copies of such signatures, and any such facsimile or PDF copy shall be sufficient to evidence the signature of such Party as if it were an original signature.
10.18 Publicity and Branding. Integration Partner shall not use the name, logos, or trademarks of Provider or any other Vehlo Entity in any press release, marketing materials, or public announcements without Provider’s prior written consent. Integration Partner may factually state that its products integrate with Provider’s Services, but shall not suggest any partnership, endorsement, or affiliation beyond what is expressly authorized.