Legal · fleetOS by Winixx

Partner Code of Conduct

Standards of conduct for all fleetOS network partners — service providers, parts suppliers, insurance carriers, and auto dealers. Effective September 10, 2025.

01

Introduction & Scope

This Partner Code of Conduct ("Code") establishes the standards of professional behavior, operational integrity, and ethical conduct expected of all parties who participate in the fleetOS network as partners of Winixx Inc. It applies to all partner types without exception and supplements the Terms and Conditions agreed to at the time of registration or partnership activation.

This Code applies to the following partner categories:

  • Service Providers — independent contractors providing mobile mechanical and roadside assistance services through the fleetOS platform
  • Suppliers — parts retailers, distributors, and wholesalers listing inventory on the fleetOS platform for fulfillment during service events
  • Distribution Partners — insurance carriers and auto dealers authorized to distribute, activate, or bundle fleetOS hardware and memberships
Why This Code Exists
Fleet operators and consumers trust the fleetOS network because every partner in it has been vetted and is held to consistent standards. This Code protects that trust. When any partner falls short of these standards, it damages the reputation and reliability of the entire network — and we take that seriously.

Violations of this Code may result in warnings, suspension, permanent removal from the fleetOS network, forfeiture of pending payments, and where appropriate, referral to relevant regulatory or law enforcement authorities. The enforcement framework is described in Section 7.

This Code is effective as of September 10, 2025, and supersedes any prior conduct guidelines. Winixx reserves the right to update this Code upon thirty (30) days written notice to active partners.

02

Service Providers

Service Providers

Service Providers are the face of the fleetOS network at the point of every service event. The quality, reliability, and professionalism of every service provider interaction determines how fleet operators and consumers experience the entire platform. These standards are non-negotiable.

Availability Commitments

When a Service Provider marks themselves as available in the fleetOS Pro application, they are making a commitment to the network that they are ready, equipped, and capable of responding to a dispatched job. Availability is the foundation of the entire dispatch model — fleet operators and consumers depend on it.

  • Service Providers must only mark themselves available when they are genuinely prepared to accept and complete a job dispatch
  • Service Providers must remain within their designated coverage radius while marked available
  • Service Providers must have all required tools, equipment, and a functional vehicle in good working order before toggling available
  • Repeated patterns of marking available without being in a genuine position to respond constitutes an availability misrepresentation violation
  • If circumstances change and a Service Provider can no longer accept jobs, they must immediately toggle their status to unavailable
Job Acceptance

The fleetOS Pro application does not include a job decline function for Service Providers who are marked available. This is by design. Availability is a commitment — not an option to browse incoming jobs and selectively accept them.

  • All jobs dispatched to an available Service Provider must be accepted and fulfilled to completion
  • If a Service Provider is unable or unwilling to accept jobs, the correct action is to toggle availability off — not to ignore or abandon dispatches
  • Abandoning a dispatched job after acceptance — leaving the customer stranded without completing the service — is a serious violation subject to immediate suspension
  • If a Service Provider arrives on-site and determines the job is outside their capability, they must immediately notify the platform and remain with the customer until a replacement Service Provider is dispatched
Professional Conduct & Appearance
  • Service Providers must present themselves in a clean, professional manner at every service event
  • Professional attire appropriate to the work being performed is required — dirty, torn, or otherwise inappropriate clothing reflects poorly on the entire network
  • Service Providers must introduce themselves by name and confirm the job details with the customer upon arrival
  • Service Providers must treat all customers, fleet operators, and Winixx personnel with courtesy and respect regardless of the circumstances
  • Aggressive, threatening, discriminatory, or harassing behavior toward any person encountered during a job is grounds for immediate permanent termination
  • Service Providers must not discuss pricing disputes, platform complaints, or personal grievances with customers — all disputes must be directed to legal@winixx.net
Parts Ordering Compliance

The fleetOS parts ordering system exists to protect customers from markups, ensure pricing transparency, and maintain supplier accountability. All parts must flow through this system without exception.

  • All parts required for a service job must be ordered exclusively through the fleetOS Pro parts ordering system
  • Service Providers may not source parts independently, bring their own parts to jobs, or charge customers directly for any parts
  • Service Providers may not accept payment of any kind directly from customers — all transactions are processed through the platform
  • Service Providers must accurately search for the correct part by name and specification — substituting incorrect parts without disclosure is a serious violation
  • Parts orders require customer or fleet operator approval before fulfillment — Service Providers must wait for platform confirmation before proceeding with a parts-dependent repair
  • Service Providers do not earn any margin on parts — they are ordered at Platform Pricing for the customer's benefit
Accurate Reporting

The integrity of compensation and customer billing depends entirely on accurate reporting. Winixx uses platform data to verify all records and anomalies are investigated.

  • Service Providers must accurately record the time they arrive on-site and the time the job is completed
  • Labor hours logged must reflect actual time spent working on the vehicle — inflating hours to increase compensation is fraud
  • All parts ordered and used must be accurately recorded in the job completion record
  • Checklist items must reflect genuine completion — marking steps as done without performing them is a violation
  • Technician notes must be accurate and describe the work performed — they form part of the vehicle's service record
  • Availability hours logged must reflect actual availability — logging availability while not genuinely available is a violation
Scope of Service
  • Service Providers provide mobile mechanical breakdown assistance only — they do not respond to crash scenes or provide emergency medical assistance
  • Service Providers must not perform services beyond the scope of the dispatched job without explicit platform approval
  • Towing is only within scope for Service Providers who are separately licensed and authorized by Winixx for towing dispatch to commercial fleet operators
  • Service Providers must not diagnose or recommend repairs beyond what is necessary for the immediate breakdown — upselling is prohibited
No Solicitation
  • Service Providers must not solicit customers for work outside the fleetOS platform, including offering personal contact information, business cards, or third-party service quotes
  • Service Providers must not attempt to establish independent service relationships with fleet operators or consumers they meet through the platform
  • Violation of the no-solicitation rule is grounds for immediate permanent removal from the network and potential legal action for tortious interference
Drug & Alcohol Policy
Zero Tolerance
Service Providers must never operate a vehicle or perform service work while under the influence of alcohol, illegal drugs, or any prescription medication that impairs their ability to work safely. This is a zero-tolerance policy. A single confirmed violation results in immediate permanent removal from the network with no appeal.
Vehicle & Equipment Requirements
  • Service Providers must maintain their work vehicle in a safe, roadworthy, and professional condition at all times
  • All tools and equipment used on jobs must be appropriate for the work and in safe working condition
  • Service Providers must carry all tools necessary for the service types they are listed to perform
  • Service Providers must maintain valid vehicle registration, insurance, and all applicable licenses for their work vehicle
Representation
  • Service Providers must not represent themselves as employees, agents, or officers of Winixx Inc.
  • Service Providers may describe themselves as "an authorized fleetOS service provider" — nothing more
  • Service Providers must not make promises about service timelines, pricing, or outcomes beyond what the platform has confirmed
03

Suppliers

Parts Suppliers

Suppliers are the backbone of the fleetOS parts fulfillment network. Fleet operators and consumers are shown upfront pricing and availability before approving any parts order — that promise only holds if Supplier data is accurate and fulfillment is reliable.

Inventory Accuracy

Accurate, real-time inventory is the single most important obligation of a fleetOS Supplier. A Service Provider who arrives at a breakdown and cannot get the approved part because it is out of stock has failed the customer — and the Supplier is responsible.

  • Suppliers must maintain real-time, accurate inventory listings on the fleetOS platform at all times
  • Parts must never be listed as available when they are not physically in stock and immediately accessible for fulfillment
  • Inventory levels must be updated immediately when stock changes — including after sales through other channels
  • Suppliers who list a part as available and then fail to fulfill an approved order will be charged the cost of any substitute procurement and expedited delivery required to complete the service
  • Repeated inventory accuracy failures will result in suspension and removal from the platform
Fulfillment Standards
  • Suppliers must fulfill approved orders within the timeframe confirmed at the time of order acceptance — no exceptions without prior platform notification
  • Parts must be accurately packaged, labeled, and ready for pickup or delivery as indicated in the order
  • Suppliers must not substitute a different part for the one ordered without explicit prior approval from the Service Provider and fleet operator or consumer member
  • Suppliers must notify the platform immediately if a fulfillment delay is anticipated — do not wait for the Service Provider to discover the problem on-site
Parts Quality & Safety
  • Suppliers must only list genuine, roadworthy parts that meet or exceed OEM specifications or are clearly identified as aftermarket alternatives
  • Counterfeit, recalled, or otherwise unsafe parts must never be listed or fulfilled through the platform
  • Suppliers warrant that all parts listed are free from known defects and compliant with applicable safety standards
  • Suppliers must immediately remove any part from platform listings upon becoming aware of a safety recall or quality issue affecting that part
Pricing Integrity
  • Suppliers set their own pricing and may adjust it at any time — but pricing must be genuine and consistent
  • Suppliers must not inflate prices on the fleetOS platform relative to their standard retail pricing as a means of circumventing the platform commission
  • Suppliers must not create artificial price structures designed to undermine the commission model or the transparency promise made to customers
  • Pricing manipulations, once identified, will result in immediate suspension and a full audit of past transactions
No Solicitation
  • Suppliers must not use access to platform order data to solicit Service Providers, Fleet Operators, or Consumer Members for direct business relationships outside the fleetOS platform
  • Suppliers must not offer incentives to Service Providers to order through channels other than the platform
  • Violation of the no-solicitation rule is grounds for immediate permanent removal and potential legal action
Data Handling
  • Suppliers may only use customer and order data received through the platform for the purpose of fulfilling the specific order for which it was provided
  • Suppliers must not store, analyze, share, or sell customer data received through the platform for any other purpose
  • Suppliers must implement reasonable data security measures to protect customer information and notify Winixx immediately of any data breach affecting platform-related information
04

Distribution Partners

Insurance Carriers & Auto Dealers

Distribution Partners — insurance carriers and auto dealers — are the primary channel through which consumers encounter and activate fleetOS. How they represent the product, activate memberships, and handle customer information directly reflects on the Winixx brand. These standards ensure consistency across every distribution touchpoint.

Accurate Product Representation

Distribution Partners must represent the fleetOS product honestly and accurately at all times. Overpromising on features, coverage, or response times — even with good intentions — creates customer expectations the platform cannot fulfill and damages trust in the entire network.

  • Distribution Partners must only describe fleetOS features, coverage, and service capabilities as they are documented in the current official fleetOS marketing materials and product specifications provided by Winixx
  • Distribution Partners must not make representations about service response times, parts availability, or geographic coverage that exceed what Winixx has committed to in writing
  • Distribution Partners must clearly distinguish between what is included in the hardware purchase, what requires an active membership, and what is billed as an on-demand service
  • Distribution Partners must not describe fleetOS as a replacement for auto insurance, towing coverage, or any other insurance product
  • Any marketing materials featuring the fleetOS or Winixx brand must be approved by Winixx in writing before use
Hardware Pricing Floor — Auto Dealers
Pricing Requirement — Dealers
The fleetOS Link consumer hardware must not be sold through any auto dealer channel at a price below four hundred fifty dollars ($450.00). This floor protects pricing integrity across all channels. Dealers who discount below this floor — through any mechanism including rebates, bundles, or promotional adjustments — are in breach of this Code and their dealer agreement.
  • The dealer retail price for the fleetOS Link consumer hardware is four hundred fifty dollars ($450.00)
  • The one hundred dollar ($100.00) per-unit dealer bonus is paid by Winixx separately and does not reduce the customer-facing retail price
  • Dealers may not roll the hardware cost into vehicle financing at a reduced effective price without Winixx's prior written approval
  • Dealers may not represent the hardware as "free" or "included" in connection with a vehicle purchase without prior written approval from Winixx
Membership Activation — All Distribution Partners
  • Distribution Partners must activate consumer memberships exclusively through the official fleetOS partner activation portal or approved API integration
  • All customer information submitted for membership activation must be accurate and submitted with the customer's explicit knowledge and consent
  • Distribution Partners must not activate memberships on behalf of customers without the customer's informed consent
  • Distribution Partners must clearly explain to customers which membership tier is being activated and what it covers before completing activation
  • Distribution Partners must provide customers with a copy of or clear reference to these Terms and Conditions and the Privacy Policy at the time of activation
No Unauthorized Bundling or Upselling
  • Distribution Partners must not bundle the fleetOS hardware or membership with other products or services without Winixx's prior written approval
  • Distribution Partners must not charge customers additional fees above the approved retail price for activation, setup, or any other service related to fleetOS
  • Distribution Partners must not use customer data gathered during the fleetOS activation process to market unrelated products or services without the customer's separate explicit consent
Installation Referral Standards — Dealers
  • Auto dealers who offer installation services for the commercial hardware system must ensure installation is performed by qualified technicians following Winixx's installation guidelines
  • Dealers must not represent self-install consumer hardware as requiring professional installation for the purpose of charging additional installation fees
  • Any installation-related damage to the hardware or the customer's vehicle is the responsibility of the dealer
Data Handling — Distribution Partners
  • Distribution Partners may only use customer information gathered during the fleetOS activation process for the purpose of completing that activation
  • Distribution Partners must not store, sell, or share customer data gathered through fleetOS activation without the customer's separate explicit consent
  • Distribution Partners must maintain appropriate data security measures and notify Winixx within forty-eight (48) hours of becoming aware of any data breach affecting fleetOS customer information
  • Insurance carrier partners must handle fleetOS telematics data accessed through their carrier agreements in strict compliance with applicable insurance data regulations and the data sharing terms of their separate carrier agreement with Winixx
05

General Standards

All Partners

The following standards apply to all fleetOS partners regardless of partner type. They reflect the baseline of integrity and professionalism that every participant in the network is expected to uphold.

Anti-Bribery & Anti-Corruption

No partner may offer, promise, give, request, or accept any improper payment, gift, or benefit — whether financial or otherwise — in connection with any fleetOS business. This prohibition applies to interactions with Winixx personnel, other partners, customers, government officials, and any other third party. Partners must comply with all applicable anti-bribery and anti-corruption laws including the U.S. Foreign Corrupt Practices Act where applicable.

Conflicts of Interest

Partners must disclose to Winixx any actual or potential conflict of interest that may affect their obligations under this Code or their partner agreement. A conflict of interest exists when a partner's personal, financial, or professional interests could improperly influence their actions on behalf of the fleetOS network. Disclosure should be made to legal@winixx.net promptly upon awareness.

Confidentiality
  • Partners must treat all non-public information received from Winixx — including pricing structures, platform technology, business strategies, customer data, and operational processes — as strictly confidential
  • Confidential information must not be shared with third parties without Winixx's prior written consent
  • Confidentiality obligations survive the termination of a partner relationship for a period of five (5) years
  • Partners who signed a separate Non-Disclosure Agreement with Winixx remain bound by its terms in addition to this Code
Non-Disparagement

Partners must not publicly disparage, defame, or make false or misleading statements about Winixx Inc., the fleetOS platform, other partners, or customers — whether in public communications, social media, press, or private communications intended to influence third parties. Constructive feedback and legitimate dispute resolution are always available through official channels. Non-disparagement obligations survive the termination of a partner relationship.

Compliance with Law

All partners must comply with all applicable federal, state, and local laws and regulations relevant to their business and their participation in the fleetOS network. This includes but is not limited to employment law, licensing requirements, consumer protection law, data privacy law, and transportation regulations. Partners are responsible for independently verifying and maintaining their own legal compliance — Winixx does not provide legal advice to partners.

Cooperation with Investigations

Partners must cooperate fully and promptly with any investigation conducted by Winixx into potential Code violations, platform fraud, or customer complaints. This includes providing requested records, documentation, or information within a reasonable timeframe. Failure to cooperate with a Winixx investigation is itself a Code violation.

06

Reporting Violations

How to Report

Any partner, customer, fleet operator, or Winixx employee who becomes aware of a potential Code violation should report it promptly. Reports may be submitted by:

  • Email to legal@winixx.net with "Code of Conduct Report" in the subject line
  • Through the in-platform reporting function available in the fleetOS app and fleet operator dashboard
  • Through the incident reporting form available at fleetos.winixx.net/contact

Reports should include as much specific detail as possible — the nature of the alleged violation, the partner involved, the date and circumstances, and any supporting documentation or evidence.

Whistleblower Protection
Protection Commitment
Winixx is committed to protecting individuals who report Code violations in good faith. Retaliation against any person for making a good-faith report — including demoting, suspending, terminating, or otherwise penalizing them — is strictly prohibited and itself constitutes a serious Code violation. Reports made anonymously where permitted will be treated with the same seriousness as identified reports.
Investigation Process
  1. All reports are acknowledged within two (2) business days of receipt
  2. Winixx's compliance team reviews the report and determines whether a formal investigation is warranted
  3. Where a formal investigation is initiated, the subject partner is notified unless prior notification would compromise the investigation
  4. Both the reporting party and the subject partner are given an opportunity to provide relevant information
  5. Winixx issues a finding within thirty (30) days of investigation initiation, extended where complexity requires
  6. Enforcement action is taken in accordance with Section 7 where a violation is substantiated
  7. The outcome of the investigation is communicated to the reporting party to the extent permitted by confidentiality obligations
07

Enforcement & Termination

Winixx enforces this Code consistently and without favoritism. The severity of the response to a violation is proportionate to the nature and impact of the violation, the partner's history, and whether the violation was deliberate or negligent. The following framework applies across all partner types.

Level 1
Warning
First-time or minor violations. Written notice with specific corrective actions and a compliance timeline.
Level 2
Suspension
Repeated or significant violations. Temporary removal from the network pending investigation or compliance remediation.
Level 3
Termination
Serious, deliberate, or repeated violations. Permanent removal from the fleetOS network with no eligibility to reapply.
Violations Subject to Immediate Termination

The following violations result in immediate permanent removal from the fleetOS network without warning or prior notice:

  • Operating a vehicle or performing service work while under the influence of alcohol or drugs
  • Fraudulent reporting of job hours, availability hours, or parts usage
  • Theft, fraud, or misappropriation of any kind involving a customer, fleet operator, or Winixx
  • Physical assault or threatening behavior toward any customer, partner, or Winixx personnel
  • Abandoning a customer at an active breakdown without completing the job or ensuring replacement dispatch
  • Soliciting customers for business outside the platform after a prior warning
  • Listing or fulfilling counterfeit or unsafe parts (Suppliers)
  • Misrepresenting Winixx products to customers in a way that causes material harm (Distribution Partners)
  • Sharing confidential Winixx information with a competitor or unauthorized third party
  • Retaliating against a person who made a good-faith Code violation report
Financial Consequences
  • Partners suspended or terminated for Code violations forfeit all pending payments for work completed after the violation event
  • Partners responsible for financial harm to customers, fleet operators, or Winixx resulting from Code violations may be held liable for those damages
  • Service Providers terminated for abandoning a job are liable for the cost of replacement dispatch incurred by Winixx
  • Suppliers terminated for inventory misrepresentation are liable for substitute procurement costs and any customer compensation issued by Winixx
Appeal Process

Partners who receive a Warning or Suspension may appeal the decision within fourteen (14) days of notification by submitting a written appeal to legal@winixx.net with "Code of Conduct Appeal" in the subject line. The appeal must include the partner's account of the relevant events and any supporting documentation. Winixx will review the appeal and issue a final determination within twenty-one (21) days. Termination decisions are final and not subject to appeal except in cases of demonstrable procedural error.

08

Contact

For questions about this Code, to report a violation, or to appeal an enforcement decision, contact Winixx Inc. using the following:

Partner Conduct Contact
Winixx Inc. — incorporated in the State of New York

Code of Conduct Inquiries: legal@winixx.net
Violation Reports: Subject line — "Code of Conduct Report"
Appeals: Subject line — "Code of Conduct Appeal"
Partner Support: partners@winixx.net

This Code is governed by the laws of the State of New York. All disputes arising out of or related to this Code shall be resolved exclusively in the state or federal courts located in Manhattan County, New York, in accordance with the dispute resolution terms set forth in the fleetOS Terms and Conditions.

Winixx Inc. — fleetOS Partner Code of Conduct

Effective September 10, 2025 · Governed by the laws of the State of New York · Questions: legal@winixx.net