1. ORDER FORMS AND AGREEMENT STRUCTURE
1.1 Order Forms
Customer may purchase Link2Pump products and services through a Proposal and Order Form or other ordering document accepted by Link2Pump (each, an “Order Form”).
The Order Form may identify, as applicable: hardware and quantities; Subscription Plan and applicable software features or services; subscription fees; subscription term; billing and payment frequency; installation, commissioning, training, or other services; applicable sites, devices, users, or other usage parameters; and any Customer-specific commercial terms or expressly negotiated exceptions.
1.2 Order of Precedence
If there is a conflict among documents comprising the Agreement, the following order of precedence will apply unless expressly stated otherwise:
- the applicable Order Form and expressly negotiated amendments contained therein;
- any mutually executed addendum, Data Processing Addendum, Service Level Agreement, or statement of work applicable to the Order Form;
- these Terms and Conditions; and
- applicable policies incorporated by reference.
1.3 Customer Purchase Orders
Customer purchase orders may be accepted for administrative, billing, or procurement purposes. Any additional or conflicting terms contained in or referenced by a Customer purchase order will not modify the Agreement unless Link2Pump expressly accepts those terms in writing.
2. HARDWARE
2.1 Purchase and Ownership
Unless an Order Form expressly provides otherwise, hardware sold by Link2Pump is purchased by Customer. Title to purchased hardware transfers to Customer upon full payment of the applicable hardware charges.
Software embedded in, installed on, or used in connection with Link2Pump hardware is licensed, not sold, and remains subject to Section 4.
2.2 Hardware Warranty
Eligible Link2Pump-manufactured hardware is subject to the then-applicable Link2Pump Hardware Warranty and RMA Policy, incorporated into the Agreement by reference.
Unless otherwise stated in the applicable Order Form or Warranty Policy, Link2Pump’s lifetime hardware warranty applies only while the applicable Link2Pump software subscription associated with the hardware remains active and paid.
The lifetime warranty generally applies to Link2Pump-manufactured components supplied as part of the Link2Pump system, subject to the exclusions and procedures contained in the Hardware Warranty and RMA Policy.
Equipment not manufactured by Link2Pump, including third-party petroleum equipment, flow meters, solenoid valves, pump or dispenser components, and similar third-party equipment, is not covered by the Link2Pump lifetime warranty and is subject to the applicable manufacturer’s warranty, if any.
2.3 Technology and Network Changes
The Lifetime Warranty does not guarantee that existing Hardware will remain compatible indefinitely with third-party technologies, networks, wireless carriers, communications standards, APIs, regulatory requirements, or other external systems.
If an external technology or network is discontinued, sunset, or materially changed and replacement or upgraded Hardware becomes necessary, link2pump may offer an upgrade or replacement on commercially reasonable terms.
Such technology migration is not considered a Hardware defect solely because existing Hardware is no longer compatible with the changed third-party technology.
2.3 Returns
Eligible hardware may be returned pursuant to Link2Pump’s Hardware Warranty and RMA Policy, including any applicable 30-day return or money-back guarantee described therein.
Installation, commissioning, custom work, professional services, and other services already performed are not refundable solely because hardware is returned unless expressly stated otherwise.
3. INSTALLATION, COMMISSIONING AND SITE READINESS
3.1 Customer Site Responsibilities
Customer is responsible for ensuring that each installation site is ready for installation and commissioning, including providing, as applicable: functioning fuel pumps or dispensers; functioning and code-compliant electrical service and adequate power; compatible fuel-system equipment; required communications, Internet, cellular, or network connectivity where Customer is responsible for providing such connectivity; safe and reasonable physical access to the installation location; and any other infrastructure or site conditions reasonably required for the applicable Link2Pump solution.
Customer is responsible for correcting deficiencies in Customer-owned equipment or site infrastructure.
3.2 Installation Standards
Installation must comply with Link2Pump installation requirements and applicable federal, state, local, safety, electrical, fire, environmental, and other applicable codes and regulations.
3.3 Link2Pump-Provided Installation
Where installation is purchased from Link2Pump, Link2Pump may perform the installation directly or engage qualified third-party contractors to perform some or all of the work on Link2Pump’s behalf.
Link2Pump remains responsible for the scope of installation services expressly purchased from Link2Pump, subject to the limitations and exclusions of the Agreement.
3.4 Customer-Provided Installation
Where Customer selects, hires, directs, or pays its own installer or contractor, Customer is responsible for that party’s workmanship and compliance with Link2Pump installation requirements and applicable law.
Link2Pump is not responsible for failures, damage (including damage to Customer’s vehicles, equipment, or property), delays, installation or deinstallation/removal costs, additional costs, or other issues resulting from installation, deinstallation, removal, or modifications performed by Customer or Customer-selected third parties.
3.5 Customer-Caused Delays
Customer’s failure to provide a ready installation site does not extend or delay any contractual billing commencement deadline unless Link2Pump agrees otherwise in writing.
4. SOFTWARE AND SUBSCRIPTION SERVICES
4.1 Subscription
Subject to Customer’s compliance with the Agreement and payment of applicable fees, Link2Pump grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Link2Pump software and services identified in the applicable Order Form for Customer’s internal business purposes.
4.2 Subscription Plans
Software functionality, features, modules, usage allowances, support entitlements, integrations, and other capabilities may vary according to the Subscription Plan purchased by Customer.
The applicable Subscription Plan, fees, quantities, billing frequency, and other commercial terms will be identified in the applicable Order Form.
Link2Pump may offer or modify Subscription Plans and product packaging from time to time. Material reductions tofunctionality expressly purchased by Customer will not apply during Customer’s then-current committed Subscription Term unless required for security, legal, regulatory, third-party dependency, or similar reasonable operational reasons.
4.3 Ownership
Link2Pump and its licensors retain all right, title, and interest in and to the Link2Pump software, firmware, applications, websites, documentation, APIs, technology, designs, processes, trademarks, intellectual property, improvements, modifications, and derivative works.
Except for the limited rights expressly granted under the Agreement, no intellectual property rights are transferred to Customer.
4.4 Restrictions
Customer may not, except where prohibited by applicable law: reverse engineer, decompile, disassemble, or attempt to discover source code or underlying technology; copy, modify, create derivative works from, sell, sublicense, rent, or commercially redistribute Link2Pump software; circumvent technical, licensing, security, or usage restrictions; interfere with or disrupt Link2Pump systems or services; access the Services for unlawful purposes; or permit unauthorized third parties to access the Services.
5. SUBSCRIPTION COMMENCEMENT
Unless otherwise expressly stated in the applicable Order Form, subscription billing begins on the earlier of: (a) commissioning of the applicable Link2Pump system; or (b) ninety (90) days following shipment of the applicable Link2Pump hardware.
Customer-caused installation, site-readiness, scheduling, infrastructure, or commissioning delays do not extend the ninety-day commencement period.
6. SUBSCRIPTION TERM, RENEWAL AND CANCELLATION
6.1 Subscription Term
The initial Subscription Term and billing frequency will be specified in the applicable Order Form.
Subscriptions may include monthly, annual, multi-year, or other terms offered by Link2Pump.
6.2 Annual and Multi-Year Commitments
Unless expressly stated otherwise in the Order Form, annual and multi-year subscriptions constitute commitments for the full applicable Subscription Term.
Fees paid or payable for a committed Subscription Term are non-cancelable and non-refundable except as expressly provided in the Agreement or required by applicable law.
6.3 Multi-Year Price Protection
Where an Order Form specifies fixed pricing for a multi-year Subscription Term, the applicable subscription pricing will remain fixed for that committed term, subject to changes resulting from Customer-requested additions, upgrades, additional sites/devices, additional services, taxes, or other charges outside the original scope.
6.4 Automatic Renewal
Unless otherwise stated in the applicable Order Form, subscriptions automatically renew at the end of the applicable Subscription Term for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
6.5 Renewal Pricing
Unless the applicable Order Form expressly provides otherwise, pricing for a renewal term will be based on Link2Pump’s applicable pricing for the Subscription Plan and services at the time of renewal.
Link2Pump will provide reasonable advance notice of a material subscription price increase applicable to a renewal.
6.6 Monthly Subscriptions
Where Link2Pump offers a monthly or month-to-month subscription, the applicable pricing, billing terms, and
cancellation requirements will be stated in the Order Form.
7. FEES, BILLING AND PAYMENT
7.1 Fees
Customer will pay all fees identified in the applicable Order Form. The Order Form will govern applicable deposits, payment schedules, billing frequency, approved payment methods, and negotiated payment terms.
7.1 Fees
Customer will pay all fees identified in the applicable Order Form. The Order Form will govern applicable deposits, payment schedules, billing frequency, approved payment methods, and negotiated payment terms.
7.2 Standard Payment Arrangements
Unless otherwise specified in the Order Form, Link2Pump may require deposits or advance payments prior to shipment or commencement of services.
Approved Customers purchasing through an accepted purchase order may receive Net 30 payment terms where expressly identified in the applicable Order Form or invoice.
7.3 Recurring Payments
Where Customer authorizes payment by credit card, ACH, or another recurring payment method, Customer authorizes Link2Pump to charge applicable subscription fees, renewals, and other authorized recurring charges in accordance with the Agreement and Order Form.
7.4 Taxes
Customer is responsible for applicable sales, use, excise, value-added, duties, and similar transaction taxes associated with purchases under the Agreement, excluding taxes based on Link2Pump’s net income.
7.5 Late Payments
Amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by applicable law.
Customer is responsible for reasonable costs incurred by Link2Pump in collecting undisputed overdue amounts, including reasonable attorneys’ fees and collection expenses, to the extent permitted by law.
7.6 Suspension for Nonpayment
If undisputed amounts remain materially overdue after notice and a reasonable opportunity to cure, Link2Pump may suspend access to the Services until Customer brings its account current.
Link2Pump may exercise this right at its discretion and is not required to suspend Services at any particular time solely because an invoice becomes overdue.
Suspension does not relieve Customer of its payment obligations.
8. CUSTOMER DATA
8.1 Customer Ownership
As between Link2Pump and Customer, Customer retains ownership of Customer data submitted to or generated through Customer’s use of the Services, including Customer fueling transaction data (“Customer Data”).
8.2 License to Process Customer Data
Customer grants Link2Pump the rights reasonably necessary to host, process, transmit, display, analyze, and otherwise use Customer Data to provide, maintain, secure, support, and improve the Services and perform Link2Pump’s obligations under the Agreement.
8.3 Aggregated and Anonymized Data
Link2Pump may create and use aggregated, de-identified, or anonymized information derived from use of the Products and Services for analytics, benchmarking, product development, service improvement, fraud or anomaly detection, research, and other legitimate business purposes, provided such information does not reasonably identify Customer or an individual.
Link2Pump may retain and use such aggregated or anonymized information after termination of the Agreement.
8.4 Data Access Following Termination
Following expiration or termination of Customer’s subscription, Link2Pump will provide Customer a period of thirty (30) days to retrieve or export available Customer Data, unless prohibited by law or the account has been terminated due to unlawful conduct or a security-related reason that reasonably prevents access.
After that period, Link2Pump may delete Customer Data in accordance with its standard data-retention practices, subject to applicable legal obligations and ordinary backup and archival processes.
8.5 Privacy
Link2Pump’s processing of personal information is further described in the then-applicable Link2Pump Privacy Policy, incorporated by reference where applicable.
Where required, the parties may enter into a separate Data Processing Addendum.
9. THIRD-PARTY PRODUCTS, SERVICES AND INTEGRATIONS
The Link2Pump solution may interact with or depend upon third-party hardware, telecommunications networks, wireless carriers, Internet providers, APIs, software platforms, GPS services, fleet-management systems, or other third-party products and services.
Link2Pump does not control and does not guarantee the continued availability, compatibility, accuracy, security, performance, or functionality of third-party products or services.
Link2Pump will not be responsible for interruptions, failures, loss of functionality, delays, or other issues caused by third-party products, services, networks, APIs, or providers outside Link2Pump’s reasonable control.
Link2Pump may modify, replace, suspend, or discontinue an integration where the applicable third-party technology changes, becomes unavailable, creates a security or legal concern, or can no longer reasonably be supported.
10. SUPPORT AND SERVICE AVAILABILITY
10.1 Support
Customer will receive the support applicable to its purchased Subscription Plan and any applicable Link2Pump Support and Service Policy.
10.2 Service Availability
Link2Pump will use commercially reasonable efforts to maintain availability of the Services.
Customer acknowledges that Services may occasionally be unavailable because of maintenance, upgrades, Internet or telecommunications failures, third-party services, cybersecurity events, force majeure events, or other
circumstances.
Unless Link2Pump expressly agrees to a Service Level Agreement in writing, Link2Pump does not guarantee any specific percentage of uptime, response time, resolution time, or service credit.
11. CONFIDENTIALITY
Each party may receive non-public, confidential, proprietary, technical, financial, or business information of the other party (“Confidential Information”).
Each party will use the other party’s Confidential Information only as reasonably necessary to perform or exercise its rights under the Agreement and will protect such information using reasonable care.
Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available without breach of the Agreement; (b) was lawfully known without confidentiality restriction; (c) is lawfully received from a third party without confidentiality obligation; or (d) was independently developed without use
of the disclosing party’s Confidential Information.
A party may disclose Confidential Information where required by law, subpoena, or court order, subject to legally permissible notice to the other party.
12. WARRANTIES AND DISCLAIMERS
Except for express warranties provided under the Agreement or the Link2Pump Hardware Warranty and RMA Policy, and to the maximum extent permitted by applicable law, the Products and Services are provided “as is” and “as
available.”
Link2Pump disclaims implied warranties including merchantability, fitness for a particular purpose, title, and noninfringement to the maximum extent permitted by applicable law.
Link2Pump does not warrant that the Services will be uninterrupted, error-free, or compatible with every third-party system or Customer configuration.
Customer acknowledges that fuel management technology depends upon equipment, communications, installation conditions, third-party services, and other factors that may be outside Link2Pump’s control.
13. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LINK2PUMP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO LINK2PUMP DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT WILL LINK2PUMP BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOST PRODUCTION, LOST FUEL, COSTS OF INSTALLATION, DEINSTALLATION, OR REMOVAL COSTS OR LABOR (WHETHER INCURRED BY
CUSTOMER, LINK2PUMP, OR A THIRD PARTY), DAMAGE TO CUSTOMER-OWNED VEHICLES, EQUIPMENT, OR PROPERTY ARISING FROM INSTALLATION OR REMOVAL,, OR SIMILAR LOSSES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations in this Section apply to the maximum extent permitted by law and notwithstanding any failure of essential purpose of any limited remedy. Notwithstanding the foregoing, the limitation of liability in this Section 13 does not apply to, and is not reduced by, an award of attorneys’ fees and costs to the prevailing party under Section 18.13.
14. INDEMNIFICATION
Customer will indemnify, defend, and hold harmless Link2Pump and its affiliates, officers, employees, agents, and contractors from third-party claims, damages, liabilities, and reasonable costs arising from Customer’s: (a) unlawful use of the Products or Services; (b) violation of applicable law; (c) breach of the Agreement; (d) Customer-provided data, materials, equipment, or instructions; or (e) installation, modification, or use of the Products by Customer or
Customer-selected third parties contrary to Link2Pump requirements.
15. TERM, TERMINATION AND EFFECT OF TERMINATION
Customer will indemnify, defend, and hold harmless Link2Pump and its affiliates, officers, employees, agents, and contractors from third-party claims, damages, liabilities, and reasonable costs arising from Customer’s: (a) unlawful use of the Products or Services; (b) violation of applicable law; (c) breach of the Agreement; (d) Customer-provided data, materials, equipment, or instructions; or (e) installation, modification, or use of the Products by Customer or
Customer-selected third parties contrary to Link2Pump requirements.
15.1 Termination for Breach
Either party may terminate the applicable Agreement or Order Form if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days following written notice, provided that a shorter cure period may apply where reasonably necessary for nonpayment, security, unlawful activity, or other circumstances requiring prompt action.
15.2 Termination for Insolvency
Either party may terminate where permitted by law if the other party becomes insolvent, ceases business operations, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings that are not timely dismissed.
15.3 Suspension
Link2Pump may immediately suspend access where reasonably necessary to address security threats, unlawful activity, misuse of the Services, threats to Link2Pump systems or other customers, or other circumstances creating material operational or legal risk.
15.4 Effect of Termination
Termination does not relieve Customer of payment obligations accrued before termination or amounts owed under a committed Subscription Term except where the Agreement expressly provides otherwise.
Upon termination, Customer’s right to access the Services ends, subject to the Customer Data retrieval provisions of Section 8. Sections that by their nature should survive termination, including payment obligations, intellectual property, confidentiality, aggregated data rights, disclaimers, limitations of liability, indemnification, and general legal provisions, will survive.
16. CHANGES TO PRODUCTS, SERVICES AND TERMS
Link2Pump may improve, update, modify, or replace Products and Services from time to time.
Link2Pump may update these Terms and incorporated policies prospectively. Material changes affecting an existing committed Subscription Term will not materially reduce Customer’s contractual rights during that term except where reasonably required by law, security requirements, third-party dependencies, or circumstances outside Link2Pump’s reasonable control.
Material changes to commercial terms will generally become applicable upon renewal unless Customer expressly agrees otherwise.
Link2Pump may make non-material, administrative, legal, security, or operational updates effective upon publication or reasonable notice.
17. FORCE MAJEURE
Neither party will be liable for delay or failure to perform obligations, other than payment obligations, caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil disturbance, labor disruption, governmental action, utility failure, Internet or telecommunications failure, supplychain disruption, or widespread failure of third-party technology or infrastructure.
18. GENERAL PROVISIONS
18.1 Governing Law
The Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles.
18.2 Venue
The parties consent to the exclusive jurisdiction of the applicable state and federal courts located in Miami-Dade County, Florida for disputes arising out of or relating to the Agreement.
18.3 Arbitration
The Agreement does not require mandatory arbitration unless expressly agreed by the parties in an applicable Order Form or addendum.
18.4 Time to Bring Claims
To the maximum extent permitted by applicable law, any claim or cause of action by Customer arising out of or relating to the Agreement must be commenced within one (1) year after the claim or cause of action accrues.
18.5 Assignment
Customer may not assign the Agreement without Link2Pump’s prior written consent, which will not be unreasonably withheld where appropriate.
Link2Pump may assign the Agreement in connection with a merger, acquisition, corporate reorganization, sale of substantially all relevant assets, or similar transaction.
18.6 Independent Contractors
The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment, fiduciary, franchise, or agency relationship.
18.7 No Third-Party Beneficiaries
Except as expressly stated in the Agreement, no third party is intended to have rights under the Agreement.
18.8 Waiver
Failure to enforce a provision of the Agreement does not waive the right to enforce that provision later.
18.9 Severability Waiver
If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable where permitted, and the remaining provisions will remain in effect.
18.10 Electronic Signatures
Electronic signatures and electronic acceptance of an Order Form or the Agreement have the same effect as original signatures to the extent permitted by applicable law.
18.11 Entire Agreement
The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes prior proposals, discussions, communications, representations, and agreements concerning that subject matter. Customer acknowledges that it has not relied on any statement, representation, promise, or description of compatibility, ease of installation, performance, or prior use of any specific hardware or software configuration that is not expressly set forth in the Agreement, and that Link2Pump is not bound by any such statement made outside the Agreement.
18.12 Notices
Formal legal notices under the Agreement must be provided in writing using the contact information specified in the applicable Order Form or another notice method designated by Link2Pump.
18.13 Attorneys’ Fees and Costs
In any action, arbitration, or proceeding to enforce or interpret the Agreement, the prevailing party will be entitled to recover from the other party its reasonable attorneys’ fees and costs, including those incurred on appeal, in addition to any other relief awarded.
19. INCORPORATED POLICIES AND ADDENDA
The following policies and documents, as applicable to Customer’s Products and Services, are incorporated into or otherwise form part of the Agreement as provided herein:
Hardware Warranty and RMA Policy
Privacy Policy
Link2Pump may update incorporated policies from time to time in accordance with Section 16 of these Terms. Any customer-specific addendum, SLA, DPA, or other document expressly executed by the parties will apply according to the order of precedence established in Section 1.2.
