Cybernex Auto SaaS Service Agreement

Effective Date: On acceptance by the subscribing party

1. Parties and Scope

This Service Agreement (the "Agreement") is entered into between Cybernex Auto LLC, an Illinois limited liability company with its principal place of business in Chicago, Illinois ("Cybernex," "we," "us," or "our"), and the subscribing business entity identified in the Application Form ("Customer," "Subscriber," "you," or "your").

By clicking "I Agree" in the online application form, submitting the application, and providing a payment method, Customer accepts and is bound by the terms of this Agreement. If Customer is accepting on behalf of a legal entity, Customer represents that it has the authority to bind that entity to this Agreement.

2. Definitions

"Service" or "Platform" means the Cybernex Auto fleet management software-as-a-service platform, including all software, applications, APIs, databases, dashboards, documentation, integrations, and related services made available by Cybernex to Customer, in any form and through any interface.
"Customer Data" means data, records, content, and other information that Customer uploads, inputs, or generates through use of the Service, including vehicle records, lease agreements, payment records, and customer (driver) information.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, design rights, mask works, know-how, and any other intellectual property or proprietary rights recognized in any jurisdiction.
"Subscription Term" means the then-current monthly billing period during which Customer has paid the applicable subscription fee.
"Trial Period" means the 7-day period immediately following Customer's approval by Cybernex during which Customer may use the Service without charge.

3. Grant of License; Service Access

3.1 License Grant

Subject to Customer's continuous compliance with this Agreement, payment of all applicable fees, and the restrictions set forth in Section 6, Cybernex grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service solely for Customer's internal business operations in managing Customer's own rental vehicle fleet.

3.2 No Other Rights

No rights or licenses are granted by implication, estoppel, or otherwise. Cybernex reserves all rights not expressly granted in this Agreement. Customer acquires no ownership interest in the Service or any component of it.

3.3 Users and Access

Customer may grant access to the Service to its own employees, contractors, and authorized agents ("Users"). Customer is responsible for all activities performed under its User accounts and for ensuring that all Users comply with this Agreement. Customer shall not allow any third party (including competitors, consultants engaged to evaluate alternatives, or individuals with the intent to develop competing products) to access the Service.

4. Trial Period; Subscription; Fees

4.1 Trial Period

Customer receives a 7-day Trial Period commencing on the date of account provisioning. No subscription fees are charged during the Trial Period. Customer may cancel at any time during the Trial Period at no cost. If Customer does not cancel before the Trial Period ends, Customer's subscription automatically begins and the then-current monthly subscription fee is charged to the payment method on file.

4.2 Subscription Fee

The current subscription fee is $400.00 USD per calendar month, charged in advance at the start of each Subscription Term. Fees are non-refundable except as expressly provided in Section 8.

4.3 Payment Method and Authorization

By submitting the Application Form, Customer authorizes Cybernex and its payment processor (currently Stripe, Inc.) to charge Customer's payment method on file (a) the monthly subscription fee on the first day of each Subscription Term, and (b) any past-due amounts, including late fees or retry attempts during dunning. Customer is responsible for keeping its payment method current. If a charge is declined, Cybernex may retry at 24, 48, and 72 hours. If charges fail for seven (7) consecutive days, Cybernex may suspend or terminate the Service under Section 8.

4.4 Price Changes

Cybernex may modify the subscription fee upon thirty (30) days' prior written notice to the email address on file. If Customer does not agree to the modified fee, Customer may cancel before the new fee takes effect; continued use of the Service after the effective date constitutes acceptance. No price change shall apply retroactively to a Subscription Term already paid.

4.5 Taxes

Subscription fees are exclusive of any sales, use, value-added, or other taxes. Customer is responsible for all such taxes except those based on Cybernex's net income.

5. Customer Data

5.1 Ownership of Customer Data

Customer owns all right, title, and interest in and to Customer Data. Cybernex claims no ownership rights in Customer Data. Customer grants Cybernex a limited, non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely to the extent necessary to provide and maintain the Service and to comply with applicable law.

5.2 Data Processor Role

With respect to Customer Data that constitutes personal information of Customer's own end-users (e.g., drivers and renters), Cybernex acts as a data processor and Customer acts as the data controller. Customer is solely responsible for the lawful basis for processing such data and for providing any required notices or obtaining any required consents from its end-users.

5.3 Data Export

Customer may export its Customer Data at any time during the subscription through the Service's built-in export tools. Upon termination for any reason, Customer has thirty (30) days to complete export. After thirty (30) days, Cybernex may delete Customer Data without further notice.

5.4 Security

Cybernex uses commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, row-level security isolation between tenant accounts, and least-privilege access controls.

6. INTELLECTUAL PROPERTY AND RESTRICTIONS

6.1 Ownership

All Intellectual Property Rights in and to the Service — including without limitation its source code, object code, architecture, user interface designs, database schemas, API specifications, algorithms, data models, workflows, integration patterns, visual designs, documentation, training materials, and any improvements, derivatives, or enhancements thereto — are and shall remain the exclusive property of Cybernex. The Service is licensed, not sold. No title to or ownership of the Service or any portion thereof is transferred to Customer under this Agreement.

6.2 Prohibited Conduct

Customer shall NOT, and shall not permit or authorize any third party to, do any of the following:

Reverse-Engineer: Decompile, disassemble, reverse-engineer, or otherwise attempt to derive the source code, object code, algorithms, underlying ideas, or architecture of the Service, except to the extent that such activity cannot lawfully be prohibited under applicable law.
Replicate or Clone: Copy, reproduce, duplicate, mirror, port, or recreate the Service, any portion thereof, or any feature, workflow, user interface, or combination thereof, in any form or medium, whether for internal use or for distribution to any third party.
Build Competing Products: Develop, publish, distribute, or assist any third party in developing any product or service that competes with the Service, whether directly or indirectly, using any knowledge, techniques, methods, workflows, data structures, or features observed, derived, or inferred from use of the Service.
Non-Circumvention: During Customer's subscription and for a period of two (2) years following termination, Customer shall not, directly or indirectly, use any information gained from use of the Service to design, develop, consult on, invest in, or otherwise support any product or service that competes with the Service.
Benchmarking and Competitive Analysis: Access the Service to benchmark, compare, or evaluate it for purposes of developing, marketing, or selling a competing product or service, or publish any performance, benchmarking, or comparative information about the Service without Cybernex's prior written consent.
Remove Notices: Remove, alter, or obscure any copyright, trademark, patent, or other proprietary notice displayed by or within the Service.
Resell or Sublicense: Sell, resell, lease, sublicense, rent, distribute, or otherwise transfer the Service or any portion thereof to any third party.
Circumvent Controls: Circumvent, disable, or interfere with any security, authentication, rate-limiting, or metering mechanism of the Service.
Scrape or Harvest: Use any automated means (bots, scrapers, crawlers, or otherwise) to extract data or content from the Service except through officially documented APIs under the rate limits and terms established by Cybernex.
Train Machine Learning Models: Use the Service, its outputs, or Customer's exported copy of Customer Data combined with Service metadata to train, fine-tune, or otherwise improve any machine learning, artificial intelligence, or similar system intended to replicate, replace, or compete with the Service.
Stress-Test Without Authorization: Perform penetration testing, load testing, or vulnerability scanning against the Service without Cybernex's prior written authorization.

6.3 Trade Secrets

Customer acknowledges that the Service — including its underlying architecture, data models, algorithms, workflows, codebase, business processes, and internal operations — constitutes trade secrets of Cybernex. Customer shall protect all such trade secrets with the same degree of care it uses to protect its own trade secrets of comparable value, and in no event less than a reasonable degree of care.

6.4 Feedback

Any suggestions, comments, or feedback Customer provides to Cybernex regarding the Service ("Feedback") is provided on a non-confidential basis. Customer grants Cybernex a perpetual, worldwide, royalty-free, irrevocable license to use, modify, and incorporate Feedback into the Service without any obligation to Customer.

6.5 Equitable Relief

Customer acknowledges that a breach of Section 6 would cause Cybernex irreparable harm for which monetary damages alone would be inadequate. Accordingly, in the event of any actual or threatened breach of Section 6, Cybernex shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies in any court of competent jurisdiction, without the requirement to post bond or prove actual damages, in addition to any other remedies available at law or in equity, including monetary damages and recovery of attorneys' fees and costs.

6.6 Liquidated Damages for Willful Breach

Customer agrees that in the event of a willful and material breach of Section 6.2 — including but not limited to unauthorized replication, cloning, or use of the Service to build or assist a competing product — Cybernex shall be entitled to liquidated damages in the amount of fifty thousand dollars ($50,000) per incident, which the parties agree is a reasonable approximation of the damages that would be difficult or impossible to calculate precisely. This liquidated damages provision is in addition to, and does not limit, any equitable remedies available under Section 6.5.

7. Confidentiality

Each party may have access to the other party's non-public business, technical, or financial information ("Confidential Information"). Each party shall (a) use Confidential Information only for the purposes of this Agreement, (b) protect Confidential Information with at least the degree of care it uses for its own confidential information of like importance (and in no event less than reasonable care), and (c) not disclose Confidential Information to any third party except to its employees and contractors bound by written confidentiality obligations. Confidential Information excludes information that is publicly available, independently developed, or rightfully received from a third party without confidentiality restrictions. The obligations in this Section 7 survive for five (5) years after termination of this Agreement, and indefinitely with respect to trade secrets.

8. Term; Termination; Suspension

8.1 Term

This Agreement commences on Customer's acceptance and continues for so long as Customer maintains an active subscription.

8.2 Cancellation by Customer

Customer may cancel at any time through the /dashboard/billing page in the Service. Cancellation takes effect at the end of the then-current Subscription Term; Customer retains access through that date. Customer may reactivate within 30 days of the cancellation effective date at no reinstatement fee.

8.3 Termination by Cybernex

Cybernex may suspend or terminate Customer's access to the Service immediately, with or without notice, for any of the following: (a) non-payment of subscription fees after the dunning retry period described in Section 4.3; (b) a material breach of this Agreement (including any breach of Section 6); (c) use of the Service for any unlawful purpose or in violation of applicable laws or regulations; (d) abuse, fraud, or conduct that threatens the security, integrity, or performance of the Service; (e) Customer's insolvency, liquidation, or assignment for the benefit of creditors.

8.4 Effect of Termination

Upon termination, (i) Customer's right to access and use the Service immediately ceases; (ii) all outstanding fees become immediately due and payable; (iii) Customer has 30 days from the effective date of termination to export Customer Data; and (iv) Sections 5, 6, 7, 9, 10, 11, 12, and 13 survive termination.

9. Warranties; Disclaimer

Cybernex warrants that the Service will perform materially in accordance with its then-current documentation. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. CYBERNEX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED WITHIN ANY SPECIFIC TIMEFRAME.

10. Limitation of Liability

EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, (B) CUSTOMER'S BREACH OF SECTION 6 OR SECTION 7, (C) EITHER PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, AND (D) AMOUNTS OWED UNDER SECTION 4:

(i) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND

(ii) EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER TO CYBERNEX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The limitations in this Section 10 apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

11. Indemnification

11.1 By Customer

Customer shall defend, indemnify, and hold Cybernex and its officers, directors, employees, and agents harmless from any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's breach of Section 6 or Section 7; (b) Customer's use of the Service in violation of this Agreement or applicable law; (c) Customer Data or Customer's processing of personal information of its end-users; or (d) any claim that Customer's use of the Service infringes or misappropriates a third party's rights.

11.2 By Cybernex

Cybernex shall defend Customer against any third-party claim that the Service, as provided by Cybernex and used in accordance with this Agreement, infringes the third party's U.S. patent, copyright, or trademark, and shall indemnify Customer for damages finally awarded against Customer by a court of competent jurisdiction on such claim. Cybernex's obligations under this Section 11.2 do not apply to claims arising from (i) Customer Data, (ii) Customer's modification of or combination of the Service with third-party products, or (iii) Customer's use of the Service in breach of this Agreement.

12. Governing Law; Venue; Dispute Resolution

This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-laws principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Cook County, Illinois, and the parties consent to the personal jurisdiction of those courts.

The parties shall first attempt to resolve any dispute through good-faith informal discussions. If the dispute is not resolved within thirty (30) days, either party may pursue available remedies, including litigation. Nothing in this Section 12 prevents either party from seeking injunctive relief from a court of competent jurisdiction at any time.

13. General Provisions

13.1 Assignment

Customer may not assign, transfer, or delegate any rights or obligations under this Agreement without Cybernex's prior written consent. Any assignment in violation of this section is void. Cybernex may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all its assets.

13.2 Entire Agreement

This Agreement, together with the Application Form and any documents or policies referenced herein (including Cybernex's Privacy Policy and Acceptable Use Policy, as in effect from time to time), constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

13.3 Modifications

Cybernex may modify this Agreement from time to time. Material changes will be communicated to Customer via the email address on file at least thirty (30) days before taking effect. Continued use of the Service after the effective date of a modification constitutes acceptance. If Customer does not agree to a material modification, Customer may cancel before the effective date. Non-material changes (e.g., clarifications, typo corrections) are effective immediately upon posting.

13.4 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

13.5 Waiver

No failure or delay by either party in exercising any right shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

13.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between them.

13.7 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, utility outages, or failures of third-party services upon which the Service depends (e.g., cloud hosting providers).

13.8 Notices

Notices to Customer are given via the email address on file. Notices to Cybernex shall be sent to legal@cybernexauto.com or to the notice address posted at cybernexauto.com.

13.9 U.S. Government Rights

If Customer is a U.S. government entity, the Service is provided with "RESTRICTED RIGHTS" as defined in the applicable Federal Acquisition Regulation.

13.10 Electronic Acceptance

The parties acknowledge that this Agreement is entered into electronically. Customer agrees that clicking "I Agree" during the Application Form submission has the same legal effect as a handwritten signature, consistent with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Illinois Electronic Commerce Security Act.

14. Platform Administrator Data Access

14.1 Purpose

Cybernex platform staff ("Platform Administrators") may access Customer Data only for the following purposes: (a) compliance with applicable law (subpoena, warrant, or comparable legal process); (b) responding to support requests initiated by Customer; (c) investigating suspected fraud, abuse, or unauthorized use of the Service; (d) routine integrity audits of platform-wide data quality; and (e) operating, maintaining, and improving the Service.

14.2 Scope of Data Accessible

Platform Administrators may access all data Customer stores in the Service, including without limitation vehicle records, customer profiles, lease agreements, payment history, expense entries, ticket and toll records, queue items, audit log entries, and uploaded files (photos, driver's license scans, signed agreements, invoice PDFs).

14.3 Logging and Transparency

Every Platform Administrator access event is logged in Customer's own audit log within the Service and is visible to Customer's authorized personnel. Cybernex maintains its own log of all such access events, available to Customer on written request.

14.4 Confidentiality

Platform Administrators are bound by written confidentiality obligations and access is limited to the minimum data necessary for the stated purpose.

14.5 Subprocessors

Cybernex Auto LLC is the data controller. Customer Data may be processed by the following subprocessors: Supabase (database, storage, authentication), Vercel (hosting, edge network), Stripe (payment processing), Resend (transactional email), Cloudflare (DDoS protection, Turnstile), and Optimus Tracker (GPS hardware integration). Each subprocessor's data-processing agreement is available at cybernexauto.com/legal/subprocessors.

14.6 Customer Audit Rights

Customer may, no more than twice per calendar year, request a written export of all Platform Administrator access events relating to Customer's data within the prior twelve (12) months. Cybernex will respond within thirty (30) business days.

15. Abuse Investigation Carve-Out

This Section 15 is a narrowly-scoped, time-boxed exception to the transparent-access default established in Section 14. By accepting this Agreement, Customer expressly authorizes the silent-access regime described below for the enumerated abuse-response purposes, conducted under the procedural and audit-rights protections listed.

15.1 Permitted Purposes

Cybernex may invoke "Investigation Mode" against Customer's tenant ONLY for one or more of the following enumerated and exclusive purposes: (a) suspected violation of the Acceptable Use Policy or this Agreement; (b) suspected fraud (including chargeback fraud, identity fraud, or coordinated inauthentic activity); (c) suspected account takeover or credential compromise; (d) compliance with valid law-enforcement legal process (subpoena, search warrant, or comparable order); or (e) suspected abuse of platform integrity that materially threatens the Service's availability or the data-integrity rights of other Customers. Cybernex shall NOT enable Investigation Mode for any other purpose, including routine support, account-management convenience, marketing analysis, or competitive intelligence.

15.2 Scope of Data Accessible

During an active investigation, Cybernex Platform Administrators may access the same scope of Customer Data described in Section 14.2. This Section 15 does NOT expand the data scope; it modifies ONLY the visibility regime described in Section 14.3.

15.3 Logging

Every Platform Administrator access event during an active investigation is logged in a separate, append-only security_audit_log table maintained by Cybernex (distinct from Customer's own audit log referenced in Section 14.3). The security audit log captures the same fields as the standard audit log — performing user, action, entity type, entity id, timestamp, IP address, user agent, and event-specific details — plus a reference to the specific investigation under which the access occurred. Cybernex maintains the security audit log indefinitely; it is available to Customer at any time per Section 15.6 below.

15.4 Time Limits

Investigation Mode is time-boxed. The default investigation window is seven (7) days from invocation. The maximum single window is thirty (30) days. A ninety (90)-day hard ceiling applies inclusive of any extensions: regardless of whether Cybernex has resolved the underlying investigation, Investigation Mode terminates automatically at the 90-day hard ceiling and the post-investigation disclosure described in Section 15.5 fires automatically. Cybernex may extend an active investigation no more than once within the 90-day hard ceiling, and each extension requires a separate documented justification recorded in the security audit log.

15.5 Post-Investigation Disclosure

Within a reasonable time after an investigation closes (whether by manual close or automatic termination at the 90-day hard ceiling), Cybernex will provide Customer with disclosure of the investigation through three channels: (a) an email notification sent to Customer's designated contact email address; (b) an in-app banner displayed in Customer's operator dashboard; and (c) a summary row inserted into Customer's standard audit log. The disclosure includes the investigation's open and close timestamps (in U.S. Central Time), the trigger reason, the Platform Administrator's free-text justification, the identity of the Platform Administrator who opened the investigation, aggregated view counts by data surface, and a link to a self-service detail page where Customer may download the full event-level activity log per Section 15.6.

15.6 Customer Audit Rights

At any time and without rate limit, Customer may, from the in-app investigation detail page at /dashboard/security-investigations/[id], download a complete CSV export of the security audit log entries pertaining to any investigation conducted on Customer's tenant. This audit right is unlimited in frequency: Customer may re-export the same investigation's log on any subsequent date and is not subject to the twice-per-year limit applicable to the Section 14.6 general subprocessor audit-rights export. The self-service export does not require Customer to contact Cybernex support and is logged in Customer's standard audit log to maintain a record that the export occurred.

15.7 No New Subprocessors

No new subprocessors are introduced by this Section 15; security investigation events are processed by the same data-processing infrastructure governed by Section 14.5.

Customer Acknowledgment

By clicking "I Agree" on the Application Form, Customer acknowledges that:

Customer has read, understood, and agrees to be bound by this Agreement in its entirety.
Customer has the legal authority to bind the business entity identified in the Application Form.
Customer has reviewed and accepts the subscription fee of $400.00 USD per month charged automatically after the 7-day Trial Period, subject to the price-change provisions in Section 4.4.
Customer understands and accepts the Intellectual Property restrictions in Section 6 and the consequences of breach, including injunctive relief and liquidated damages.
Customer's acceptance and related metadata (date/time of acceptance, IP address, user agent, agreement version) are recorded for evidentiary purposes.

Agreement ID: saas-v1-0-0

Last revised: 2026-05-13

Questions about this Agreement? Contact legal@cybernexauto.com

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