Terms of Service

1. Introduction

Welcome to PaxPilot. These Terms of Service ("Terms") govern your access to and use of the PaxPilot platform, including our website, mobile applications, and related services (collectively, the "Service").

PaxPilot, Inc. ("PaxPilot," "we," "us," or "our") provides fleet management software for organizations transporting vulnerable populations, including students, medical patients, and seniors.

By creating an account or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Definitions

• "Customer" means the organization that has registered for a PaxPilot account.
• "End User" means any individual who accesses the Service through a Customer account, including administrators, dispatchers, drivers, and viewers (parents/guardians).
• "Passenger Data" means information about individuals being transported, including names, addresses, special needs, and custody information.
• "Sensitive Populations" means students, medical patients, seniors, and other individuals requiring heightened duty of care during transportation.

3. Account Registration

3.1 Eligibility

To use the Service, you must:

• Be at least 18 years old
• Have authority to bind your organization
• Operate a legitimate transportation fleet
• Not be a competitor or affiliated with a competitor

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access
• Ensuring End Users comply with these Terms

3.3 Accurate Information

You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.

4. Subscription and Payment

4.1 Pricing

The Service is offered on a per-vehicle-per-month basis. Current pricing is available at paxpilot.com/pricing.

4.2 Billing

• Subscriptions are billed monthly or annually in advance
• Vehicle counts are assessed at the beginning of each billing cycle
• You may add vehicles at any time; charges are prorated
• Removing vehicles takes effect at the next billing cycle

4.3 Legacy Pricing

Beta participants who accepted the Beta Participation Agreement receive legacy pricing that remains locked for their first 10 vehicles indefinitely, subject to the terms of that agreement.

4.4 Payment Terms

• Payment is due within 30 days of invoice
• Late payments accrue interest at 1.5% per month
• We may suspend access for accounts more than 30 days past due

4.5 Taxes

Prices do not include taxes. You are responsible for all applicable taxes.

5. Acceptable Use

5.1 Permitted Uses

You may use the Service to:

• Manage fleet operations (vehicles, drivers, routes)
• Track passenger transportation and custody events
• Optimize routes and reduce operational costs
• Communicate with parents/guardians about transportation
• Generate compliance documentation

5.2 Prohibited Uses

You may NOT:

• Resell, sublicense, or redistribute the Service
• Use the Service for any illegal purpose
• Attempt to reverse engineer or decompile the Service
• Circumvent security measures or access controls
• Harvest data for purposes unrelated to transportation
• Use the Service in a way that harms Sensitive Populations
• Share account credentials with unauthorized parties
• Misrepresent your relationship with transported individuals

5.3 Driver Conduct

You are responsible for ensuring that drivers using the Service:

• Maintain appropriate licenses and certifications
• Follow all applicable traffic and safety laws
• Use the Service only for authorized purposes
• Do not access Passenger Data beyond what is necessary

6. Data and Privacy

6.1 Customer Data Ownership

You retain all rights to data you input into the Service ("Customer Data"). We do not claim ownership of your Customer Data.

6.2 License to PaxPilot

You grant PaxPilot a limited license to process Customer Data solely to provide and improve the Service. This includes:

• Storing and transmitting data
• Generating routes and optimizations
• Sending notifications on your behalf
• Creating anonymized, aggregated analytics

6.3 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, available at paxpilot.com/legal/privacy.

6.4 Data Processing Agreement

Enterprise customers may request a Data Processing Agreement (DPA) for additional data protection commitments.

7. Compliance

7.1 Your Responsibilities

You are responsible for:

• Complying with all applicable laws and regulations
• Obtaining necessary consents from passengers and guardians
• Maintaining required licenses and permits for transportation
• Training staff on proper use of the Service
• Implementing appropriate data protection measures

7.2 Regulatory Frameworks

The Service provides tools to support compliance with:

• FERPA (student educational records)
• HIPAA (protected health information)
• COPPA (children's privacy)
• DOT/FMCSA (transportation regulations)
• State-specific requirements

7.3 HIPAA Business Associate Agreement

NEMT providers handling Protected Health Information (PHI) must execute a Business Associate Agreement (BAA) with PaxPilot before using the Service for such purposes.

8. Service Availability

8.1 Uptime Target

We target 99.5% uptime for the Service, measured monthly, excluding scheduled maintenance.

8.2 Scheduled Maintenance

We perform scheduled maintenance during low-usage periods (typically Sundays 2-6 AM ET) with advance notice when possible.

8.3 No Guarantee

While we strive for high availability, the Service is not guaranteed to be error-free or uninterrupted. You should maintain backup procedures for critical operations.

9. Intellectual Property

9.1 PaxPilot Property

The Service, including all software, algorithms, designs, and documentation, is the exclusive property of PaxPilot. You receive only a limited license to use the Service as described in these Terms.

9.2 Trademarks

"PaxPilot," "PaxAI," "PaxPay," and related logos are trademarks of PaxPilot, Inc. You may not use these marks without our written permission.

9.3 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant PaxPilot a perpetual, irrevocable, royalty-free license to use such feedback for any purpose.

10. Disclaimers and Limitations

10.1 "AS IS" Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 No Safety Guarantee

10.3 Route Optimization Disclaimer

Route optimization suggestions are based on algorithms and available data. We do not guarantee any specific fuel savings, time savings, or other outcomes.

10.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• PAXPILOT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• PAXPILOT'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM
• THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY

10.5 Indemnification

You agree to indemnify and hold harmless PaxPilot from any claims, damages, or expenses arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any law or regulation
• Your violation of any third-party rights

11. Term and Termination

11.1 Term

These Terms remain in effect while you have an active account.

11.2 Termination by You

You may terminate your account at any time by contacting [email protected]. Termination takes effect at the end of your current billing cycle.

11.3 Termination by PaxPilot

We may terminate or suspend your account:

• Immediately for material breach of these Terms
• With 30 days notice for any reason
• Immediately if required by law

11.4 Effect of Termination

Upon termination:

• Your access to the Service will cease
• You have 30 days to export your data
• We will delete your data after the export period
• Sections that should survive termination will remain in effect

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

12.2 Arbitration

Any disputes arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association, except for claims that may be brought in small claims court.

12.3 Class Action Waiver

You agree to resolve disputes individually and waive the right to participate in class actions.

12.4 Venue

For any matters not subject to arbitration, you consent to exclusive jurisdiction in the state and federal courts located in Delaware.

13. Changes to Terms

We may modify these Terms at any time. We will provide at least 30 days notice of material changes via email or in-app notification. Your continued use of the Service after changes take effect constitutes acceptance.

14. General Provisions

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Beta Agreement, constitute the entire agreement between you and PaxPilot.

14.2 Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

14.3 Waiver

Failure to enforce any provision does not waive our right to enforce it later.

14.4 Assignment

You may not assign these Terms without our consent. We may assign these Terms in connection with a merger or acquisition.

15. Contact Us

For questions about these Terms:

For support: [email protected]
For privacy inquiries: [email protected]