Legal · fleetOS by Winixx

Terms & Conditions

Please read these Terms and Conditions carefully before using the fleetOS platform, hardware or any related services. By accessing or using fleetOS you agree to be bound by these terms.

Effective Date: September 10, 2025
Governing Law: State of New York
Jurisdiction: Manhattan County Courts
Legal Contact: legal@winixx.net
01

About These Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Winixx Inc., a corporation incorporated in the State of New York ("Winixx," "we," "us," or "our"), governing your access to and use of the fleetOS platform, applications, hardware devices, roadside assistance network, parts marketplace, and all related services (collectively, the "Services").

By creating an account, activating a hardware device, subscribing to any plan, accepting a job dispatch, listing inventory, or otherwise accessing the Services in any capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms applicable to your specific user type as set forth herein.

Important Notice
Section 17 of these Terms contains a binding dispute resolution clause requiring all disputes to be resolved through litigation in the courts of Manhattan County, New York. Please read that section carefully before using the Services.

These Terms apply to all users of the fleetOS platform, including fleet operators, consumer members, independent service providers, parts suppliers, insurance carrier partners, and auto dealer partners. Where specific provisions apply only to certain user types, those sections are clearly identified.

02

Definitions

The following terms have the meanings set forth below throughout these Terms:

TermDefinition
"fleetOS"The fleet management, roadside assistance, and vehicle telematics platform operated by Winixx Inc., including all software, applications, APIs, and associated services.
"fleetOS Link"The proprietary hardware device manufactured under the Winixx brand, available in consumer and commercial configurations, used to collect vehicle telematics data and enable platform functionality.
"Fleet Operator"A business entity that subscribes to the fleetOS Commercial plan to manage one or more commercial vehicles.
"Consumer Member"An individual who purchases a fleetOS Link consumer device and activates a Standard, Premium, or Elite annual membership for a personal passenger vehicle.
"Service Provider"An independent contractor or business entity registered on the fleetOS platform to provide mobile mechanical and roadside assistance services.
"Supplier"A parts retailer, distributor, or wholesaler that lists automotive parts inventory on the fleetOS platform for fulfillment during service events.
"Partner"An insurance carrier or auto dealer authorized by Winixx to distribute or activate fleetOS hardware and memberships.
"On-Demand Services"Roadside assistance services dispatched through the fleetOS network including towing, mechanical dispatch, jump start, fuel delivery, tire change, and lockout service.
"Platform Pricing"The parts pricing available through the fleetOS supplier network, which may differ from retail market pricing.
"Subscription"A recurring paid plan granting access to the fleetOS platform and, where applicable, hardware devices and services.
03

Eligibility & Accounts

Eligibility

You must be at least 18 years of age and legally capable of entering into a binding contract under applicable law to use the Services. By using the Services, you represent and warrant that you meet these eligibility requirements. If you are accessing the Services on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

Account Registration

You must create an account to access most features of the Services. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

Account Security

You agree to notify Winixx immediately at support@fleetos.winixx.net of any unauthorized use of your account or any other breach of security. Winixx will not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

One Account Per User

Each individual or business entity may maintain only one active account per user type. Winixx reserves the right to merge, suspend, or terminate duplicate accounts at its sole discretion.

04

Fleet Operator Terms

Fleet Operators
Subscription Plans

Fleet Operators may subscribe to the fleetOS Commercial plan at the rates set forth on the pricing page, currently $39.99 per vehicle per month (billed monthly) or $34.99 per vehicle per month (billed annually). All fleet operator subscriptions require a minimum commitment term of thirty-six (36) months from the date of first activation ("Minimum Term").

Enterprise plans for fleets operating five hundred (500) or more vehicles are available at custom pricing negotiated directly with Winixx. Enterprise terms supersede these standard Terms only to the extent set forth in a separately executed Master Service Agreement.

Hardware Provision

The fleetOS Link commercial hardware system — including the Central Telematics Unit, forward AI dash camera, driver-facing cabin camera, rear camera, and side blind spot cameras — is provided to Fleet Operators as part of the subscription. Hardware remains the exclusive property of Winixx Inc. at all times during the subscription term. Fleet Operators receive a non-exclusive, non-transferable license to use the hardware solely for the purposes described in these Terms.

Hardware will be shipped within thirty (30) days of subscription activation. Fleet Operators are responsible for professional installation of the commercial hardware system. Risk of loss or damage to hardware transfers to the Fleet Operator upon delivery. Hardware must be returned to Winixx in good working condition upon termination of the subscription, subject to reasonable wear and tear.

Authorized Use
  • Fleet Operators may only use the fleetOS platform and hardware for vehicles registered to and operated by their business entity or fleet.
  • Fleet Operators must not permit unauthorized third parties to access the platform dashboard or vehicle data.
  • Fleet Operators are responsible for ensuring all drivers operating vehicles equipped with fleetOS hardware are informed of, and consent to, data collection as described in our Privacy Policy.
  • Fleet Operators must not tamper with, modify, remove, or attempt to reverse engineer the hardware or any component thereof.
On-Demand Service Billing

On-Demand Services dispatched through the fleetOS network are billed per incident to the Fleet Operator's account at the rates set forth on the pricing page. Parts are billed separately at Platform Pricing. Fleet Operators must approve the total estimated cost of parts and labor before any service work begins. Approval constitutes authorization to proceed and an obligation to pay the approved amount.

Early Termination

If a Fleet Operator terminates their subscription before the expiration of the Minimum Term, they will be liable for an early termination fee equal to the remaining monthly subscription payments for the balance of the Minimum Term, plus a hardware recovery fee of two hundred dollars ($200.00) per unit deployed. Winixx reserves the right to pursue collection of early termination fees through all available legal remedies.

05

Consumer Member Terms

Consumer Members
Hardware Purchase

Consumer Members purchase the fleetOS Link consumer hardware device as a one-time transaction. Title to the hardware transfers to the Consumer Member upon payment in full. The hardware is available at a suggested retail price of three hundred fifty dollars ($350.00) through direct channels and four hundred fifty dollars ($450.00) through authorized auto dealer partners. All sales are final except as provided under the Hardware Warranty.

Annual Membership Tiers

Following hardware activation, Consumer Members must maintain an active annual membership to access roadside assistance and platform services. Membership tiers are as follows:

TierAnnual FeeLabor CoverageParts Allowance
Standard$250/yearFully coveredPlatform pricing only — no annual allowance
Premium$400/yearFully coveredUp to $1,500 per year
Elite$600/yearFully coveredUp to $2,500 per year

Annual memberships renew automatically on the anniversary of activation unless cancelled at least thirty (30) days prior to the renewal date. Winixx will provide notice of the upcoming renewal at least forty-five (45) days in advance.

Scope of Consumer Services

Consumer membership covers light mechanical roadside assistance for issues resolvable within one to two (1–2) hours, including but not limited to jump starts, battery replacement, fuel delivery, tire changes, and lockout service. Consumer membership does not include towing services. Crashes, total losses, and mechanical failures requiring towing or shop-based repair are the responsibility of the Consumer Member's auto insurance carrier.

Parts Allowance

Parts allowances under Premium and Elite memberships reset annually on the membership renewal date. Unused allowance does not carry over to the following year and has no cash value. Parts costs exceeding the annual allowance are the responsibility of the Consumer Member at Platform Pricing.

Emergency Response Features

The fleetOS Link consumer device includes automated crash detection and emergency response functionality. In the event of a detected crash, the device will initiate a notification sequence and, if the Consumer Member does not respond within ninety (90) seconds, automatically contact emergency services on the Consumer Member's behalf. Consumer Members must register accurate emergency contact information and consent to this feature as part of device activation. Winixx makes no representation or warranty that emergency response will be initiated in every crash scenario, and this feature is not a substitute for the Consumer Member's own emergency preparedness.

Activation Through Partners

Consumer memberships activated through insurance carrier or auto dealer partners are subject to the terms of the applicable partner agreement in addition to these Terms. Partners are not agents of Winixx and Winixx is not responsible for any representations made by partners regarding the Services.

06

Service Provider Terms

Service Providers
Independent Contractor Status

Service Providers are independent contractors and not employees, agents, partners, or joint venturers of Winixx Inc. Nothing in these Terms shall be construed to create an employment relationship, partnership, or agency between Winixx and any Service Provider. Service Providers are solely responsible for determining the manner and means by which they provide services, subject to the requirements set forth herein and in the Partner Code of Conduct.

Winixx reserves the right to convert Service Providers to employee status at its sole discretion when operational thresholds and applicable legal requirements are met, with advance written notice to the affected Service Providers.

Application & Verification

All Service Provider applicants must successfully complete the following requirements prior to activation on the platform:

  1. Submission of a complete application through the fleetOS platform
  2. Payment of a one-time KYC fee of seventy-five dollars ($75.00), which covers background check and identity verification processing
  3. Passing a full background check and identity verification review conducted by Winixx's designated third-party verification partner
  4. Submission of valid proof of business license or sole proprietor registration
  5. Submission of active commercial liability insurance documentation
  6. Submission of applicable certifications, including ASE certification, towing license, or other relevant credentials
  7. Proof of authorization to work in the United States
  8. Possession of a compatible iOS or Android smartphone capable of running the fleetOS Pro application

The KYC fee is non-refundable regardless of application outcome. Approval typically takes three to five (3–5) business days. Winixx reserves the right to deny any application at its sole discretion without providing a reason.

Availability & Compensation

Service Providers are compensated based on the hours during which they designate themselves as available to receive job dispatches through the fleetOS Pro application, regardless of the number of jobs completed during those hours. The standard availability rate is thirty-five dollars ($35.00) per hour. Service Providers select their availability windows through the fleetOS Pro app and may toggle their availability status at any time.

Additional compensation is available through performance incentives including but not limited to night shift premiums, weather event bonuses, remote location bonuses, and fast response bonuses, as set forth in the Partner Code of Conduct. Compensation is paid weekly via the Service Provider's registered payment method.

Job Acceptance

By designating themselves as available, Service Providers commit to accepting job dispatches matched to their location and service capabilities. Service Providers who are marked available are expected to accept all dispatched jobs. The fleetOS Pro application does not include a job decline function for available Service Providers. If a Service Provider is unable to accept a job, they must toggle their availability status to unavailable prior to the dispatch.

Parts Ordering

Service Providers must order all parts required for service jobs exclusively through the fleetOS parts ordering system within the fleetOS Pro application. Service Providers may not source parts independently or charge customers directly for parts. All parts orders are subject to fleet operator or consumer member approval before fulfillment. Service Providers do not receive any margin on parts sales — parts are billed directly to the customer at Platform Pricing.

Scope of Service

Service Providers provide breakdown-related mechanical assistance only. Service Providers must not respond to crash scenes, provide towing services (unless separately licensed and authorized for fleet operator towing dispatch), or perform services outside the scope of the dispatched job without explicit approval through the fleetOS platform.

Service Provider Obligations
  • Maintain all required licenses, certifications, and insurance throughout the term of their engagement with fleetOS
  • Complete all dispatched jobs in a professional and timely manner
  • Accurately record job start times, completion times, hours worked, and parts used in the fleetOS Pro application
  • Treat all fleet operators, consumer members, and Winixx personnel with professional courtesy and respect
  • Not solicit customers for business outside the fleetOS platform
  • Not represent themselves as employees or agents of Winixx
  • Maintain their vehicle and tools in safe and professional working condition
07

Supplier Terms

Suppliers
Supplier Registration

Parts suppliers must apply to join the fleetOS supplier network and meet Winixx's verification requirements, including proof of business registration, inventory capability, and fulfillment infrastructure. Winixx reserves the right to approve or deny supplier applications at its sole discretion.

Commission Structure

Winixx charges a platform commission of five percent (5%) on the value of every parts transaction fulfilled through the fleetOS network. This commission is deducted from supplier proceeds before remittance. Suppliers set their own parts pricing and retain the right to adjust pricing at any time, subject to the accuracy requirements below. Commission rates may be revised upon thirty (30) days written notice.

Inventory Accuracy

Suppliers must maintain accurate, real-time inventory listings on the fleetOS platform. Listing a part as available when it is not in stock, or fulfilling an order with a substitute part without prior approval, constitutes a material breach of these Terms. Winixx reserves the right to suspend or terminate suppliers with repeated inventory accuracy violations.

Fulfillment Requirements

Suppliers must fulfill approved parts orders within the timeframe confirmed at the time of order acceptance. Suppliers are responsible for ensuring parts are available for pickup or delivery as indicated. Failure to fulfill confirmed orders may result in suspension from the platform and liability for any costs incurred by Winixx or the customer as a result of the unfulfilled order.

Prohibited Supplier Conduct
  • Suppliers may not solicit Service Providers, Fleet Operators, or Consumer Members for direct business outside the fleetOS platform
  • Suppliers may not list counterfeit, recalled, or unsafe parts on the platform
  • Suppliers may not manipulate pricing to circumvent the platform commission structure
  • Suppliers may not share customer or order data with third parties without Winixx's prior written consent
08

Hardware Terms

All Hardware Users
Hardware Ownership — Commercial

Commercial hardware provided to Fleet Operators as part of a subscription remains the property of Winixx Inc. at all times. Fleet Operators receive a limited, non-exclusive, non-transferable license to use the hardware solely in connection with an active fleetOS subscription. This license terminates immediately upon subscription cancellation or expiration.

Hardware Ownership — Consumer

Consumer hardware purchased outright becomes the property of the Consumer Member upon payment in full. Consumer Members may use the hardware with any eligible vehicle, subject to these Terms and an active membership.

Prohibited Hardware Conduct
  • Users must not attempt to disassemble, modify, reverse engineer, or tamper with any fleetOS hardware device
  • Users must not remove, obscure, or alter any Winixx branding or regulatory markings on the hardware
  • Users must not attempt to access, extract, or modify firmware stored on the device
  • Commercial hardware must not be transferred to any third party without prior written consent from Winixx
  • Users must not use the hardware to collect data on any vehicle or individual other than as authorized under these Terms
Hardware Updates

Winixx may deliver firmware updates to hardware devices remotely at any time. Updates may modify device functionality, add new features, or remove features that are no longer supported. Users consent to the automatic installation of updates as a condition of using the Services. Winixx is not responsible for any interruption to services during update installation.

09

On-Demand Services

Fleet Operators
Service Dispatch

On-Demand Services are dispatched through the fleetOS network to the nearest available and qualified Service Provider. Winixx does not guarantee response times, although we target dispatch of a qualified Service Provider within the coverage area within a commercially reasonable timeframe. Response times may vary based on geographic location, weather, Service Provider availability, and other factors outside Winixx's control.

Pricing Transparency

Before any On-Demand Service work commences, Fleet Operators will receive a complete cost estimate including service fees, estimated labor hours, and any parts required. Fleet Operators must approve this estimate through the fleetOS platform before the Service Provider proceeds. Approval of the estimate constitutes a binding authorization to perform the work and an obligation to pay the approved amount.

Service Fees
ServiceFeeNotes
Towing$180.00Covers first 25 miles. $1.00/mile thereafter. Commercial fleets only.
Mechanical Dispatch$45.00/hrLabor rate. Parts billed separately at Platform Pricing.
Jump Start$95.00Flat rate. No additional fees.
Fuel Delivery$95.00Service fee only. Fuel cost billed separately.
Tire Change$99.00Service fee only. Tire cost billed separately.
Lockout$95.00Flat rate. No additional fees.
Service Limitations

On-Demand Services are available for mechanical breakdowns only. The fleetOS network does not provide crash response, accident scene management, or services requiring emergency medical personnel. Users experiencing accidents should contact emergency services directly.

10

Payments & Billing

Payment Methods

Winixx accepts payment via major credit cards, ACH bank transfer, and other payment methods made available through the platform. By providing payment information, you authorize Winixx to charge your payment method for all amounts due under these Terms, including recurring subscription fees, On-Demand Service charges, and parts costs.

Subscription Billing

Fleet Operator subscriptions are billed monthly or annually in advance, depending on the billing cycle selected. Consumer memberships are billed annually in advance. All subscription fees are non-refundable except as expressly provided in these Terms or required by applicable law.

Failed Payments

If a payment fails, Winixx will attempt to recharge the payment method up to three (3) times over a period of ten (10) business days. If payment is not received after three attempts, Winixx may suspend access to the Services until payment is received. Continued failure to pay may result in termination of the account and, for Fleet Operators, assessment of early termination fees as described in Section 4.

Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, and similar taxes applicable to your use of the Services. Where required by law, Winixx will collect and remit applicable taxes on your behalf.

Service Provider Payments

Service Providers are paid weekly for availability hours logged during the preceding week. Payment is made via direct deposit or other method designated by the Service Provider during registration. Service Providers are responsible for all income taxes, self-employment taxes, and other tax obligations arising from payments received through the platform. Winixx will issue applicable tax forms as required by law.

Supplier Remittances

Supplier proceeds, net of the five percent (5%) platform commission, are remitted on a net-fourteen (Net-14) basis following confirmed order fulfillment. Winixx reserves the right to withhold remittance in cases of disputed transactions, inventory accuracy violations, or pending investigation of supplier conduct.

11

Data & Privacy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection, use, and sharing of your data as described in the Privacy Policy.

Vehicle Telematics Data

The fleetOS Link hardware collects real-time vehicle telematics data including but not limited to location, speed, engine diagnostics, fuel levels, battery status, temperature readings, and driving behavior metrics. This data is used to provide the Services, generate alerts, dispatch service providers, and improve platform functionality. By activating a fleetOS Link device, you consent to this data collection.

Fleet Operator Data Rights

Fleet Operators retain ownership of their operational data, including route history, driver performance records, and maintenance logs. Winixx processes this data solely to provide the Services. Fleet Operators may export their operational data at any time through the platform dashboard. Upon subscription termination, operational data is available for export for ninety (90) days, after which it may be deleted.

Aggregated Data

Winixx reserves the right to use anonymized, aggregated, and de-identified data derived from the Services for research, product development, analytics, and commercial purposes, including licensing such data to third-party partners in the insurance, automotive, and transportation industries. This aggregated data does not identify any individual user or vehicle and is subject to appropriate data protection measures.

Camera Data

Commercial hardware cameras capture video footage of the road environment, vehicle cabin, and surrounding areas. Fleet Operators are responsible for ensuring drivers are informed of cabin camera monitoring in compliance with all applicable state and federal laws. Footage is stored locally on the device and may be transmitted to the fleetOS platform for safety analysis, incident documentation, and compliance purposes. Winixx does not sell raw video footage to third parties.

Emergency Data Sharing

In the event of a detected crash or emergency, the fleetOS system may transmit location data, vehicle information, and crash event data to emergency services, including 911 dispatch operators. This data sharing is a core safety feature of the Services and users consent to it as a condition of device activation.

12

Intellectual Property

Winixx Intellectual Property

The fleetOS platform, all software, firmware, algorithms, databases, hardware designs, product specifications, trademarks, service marks, logos, and all other intellectual property associated with the Services are the exclusive property of Winixx Inc. or its licensors. Nothing in these Terms grants you any ownership right or interest in any Winixx intellectual property.

The Winixx name, logo, and fleetOS brand are registered or unregistered trademarks of Winixx Inc. You may not use these marks without prior written consent from Winixx.

Limited License to Users

Subject to your compliance with these Terms, Winixx grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your authorized purposes as described herein. This license does not include the right to sublicense, distribute, modify, adapt, translate, reverse engineer, decompile, or create derivative works based on any Winixx intellectual property.

User Content

By submitting content to the platform — including reviews, feedback, notes, or any other information — you grant Winixx a worldwide, royalty-free, irrevocable license to use, reproduce, modify, and display such content for the purposes of operating and improving the Services.

13

Prohibited Conduct

You agree not to engage in any of the following conduct in connection with the Services:

  1. Using the Services for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation
  2. Attempting to gain unauthorized access to any part of the Services, other users' accounts, or Winixx's systems or networks
  3. Interfering with or disrupting the integrity or performance of the Services or the data contained therein
  4. Transmitting any malicious code, viruses, or other harmful content through the Services
  5. Using automated tools, bots, or scrapers to access or extract data from the Services without Winixx's written permission
  6. Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with any person or entity
  7. Collecting or harvesting any personally identifiable information from the Services
  8. Using the Services to send unsolicited commercial communications to other users
  9. Manipulating, falsifying, or misrepresenting job completion records, availability hours, or any other data submitted through the Services
  10. Circumventing, disabling, or otherwise interfering with security features of the Services or the hardware
  11. Sublicensing, selling, reselling, transferring, assigning, or otherwise commercializing the Services or your access thereto without Winixx's written consent

Violation of these prohibitions may result in immediate suspension or termination of your account, forfeiture of any pending payments, and civil or criminal liability as applicable.

14

Disclaimers

Important Disclaimer
The Services are provided "as is" and "as available" without warranties of any kind, express or implied. Please read this section carefully.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WINIXX EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Winixx does not warrant that the Services will be uninterrupted, error-free, completely secure, or free of viruses or other harmful components. Winixx does not warrant the accuracy, completeness, or usefulness of any information provided through the Services.

The emergency response features of the fleetOS Link hardware, including crash detection and 911 auto-dial, are provided as a safety aid only. Winixx does not warrant that these features will activate in every crash scenario, that 911 communications will be successfully established in all circumstances, or that emergency services will respond within any particular timeframe.

Winixx does not warrant the quality, safety, or suitability of any services performed by independent Service Providers or parts supplied by Suppliers. Fleet Operators and Consumer Members engage with Service Providers and Suppliers at their own risk.

15

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WINIXX INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

IN NO EVENT SHALL WINIXX'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO WINIXX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

The limitations of liability set forth above are fundamental elements of the basis of the agreement between Winixx and its users. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, Winixx's liability is limited to the greatest extent permitted by applicable law.

16

Indemnification

You agree to defend, indemnify, and hold harmless Winixx Inc., its directors, officers, employees, contractors, agents, licensors, and successors from and against any and all claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

  • Your use of or inability to use the Services
  • Your breach of any provision of these Terms
  • Your violation of any applicable law or regulation
  • Your violation of any third-party rights, including intellectual property rights or privacy rights
  • Any services performed by you as a Service Provider, including property damage, personal injury, or death arising from your services
  • Any misrepresentation of your qualifications, certifications, or identity
  • Any content you submit to the platform

Winixx reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at your expense. You agree to cooperate with Winixx's defense of such claims. You will not settle any such claim without Winixx's prior written consent.

17

Dispute Resolution

Governing Law & Jurisdiction
These Terms and any dispute arising out of or related to the Services shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. All disputes shall be resolved exclusively in the state or federal courts located in Manhattan County, New York.
Exclusive Jurisdiction

You and Winixx each irrevocably consent to the personal jurisdiction of the state and federal courts located in Manhattan County, New York for the resolution of any dispute arising out of or related to these Terms or the Services. You waive any objection to the laying of venue of any such proceeding in Manhattan County, New York, and waive any objection that such courts are an inconvenient forum.

Informal Resolution

Before filing any legal action, both parties agree to attempt to resolve disputes informally. The party asserting a dispute must send written notice to the other party describing the dispute in reasonable detail and the relief sought. The parties will have thirty (30) days from receipt of such notice to attempt to resolve the dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days, either party may pursue legal remedies as provided herein.

Class Action Waiver

YOU AND WINIXX EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

Limitation Period

Any claim or cause of action arising out of or related to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, regardless of any statute of limitations to the contrary. Claims filed after this period are permanently barred.

18

Termination

Termination by Winixx

Winixx may suspend or terminate your account and access to the Services at any time, with or without cause, and with or without notice, including but not limited to in cases of violation of these Terms, fraudulent activity, non-payment, or conduct that Winixx determines, in its sole discretion, to be harmful to other users, the platform, or Winixx's business interests.

Termination by User

Consumer Members may cancel their annual membership at any time by providing thirty (30) days written notice through the platform or by contacting legal@winixx.net. Cancellation takes effect at the end of the current membership year. No refunds are issued for unused portions of the membership year.

Fleet Operators may terminate their subscription subject to the early termination provisions set forth in Section 4. Service Providers and Suppliers may deactivate their accounts by providing fourteen (14) days written notice, subject to completion of any pending obligations.

Effect of Termination

Upon termination for any reason: your license to use the Services terminates immediately; you must cease all use of the Services; Fleet Operators must return all hardware within thirty (30) days of termination; any outstanding payment obligations survive termination; and Sections 11, 12, 15, 16, 17, and this Section 18 survive termination indefinitely.

19

Modifications

Winixx reserves the right to modify these Terms at any time. When we make material changes, we will provide notice through the platform, by email to the address associated with your account, or by updating the "Effective Date" at the top of this page. Changes take effect thirty (30) days after notice is provided, except for changes required by law which take effect immediately.

Your continued use of the Services after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must cease using the Services and, if applicable, cancel your subscription in accordance with Section 18.

Winixx also reserves the right to modify pricing, features, and availability of the Services at any time upon thirty (30) days notice to active subscribers. Such modifications do not constitute a material change to these Terms and do not trigger any right to terminate without early termination liability.

20

General Provisions

Entire Agreement

These Terms, together with the Privacy Policy and any applicable Partner Code of Conduct, Hardware Warranty, or separately executed agreement, constitute the entire agreement between you and Winixx with respect to the Services and supersede all prior agreements, representations, and understandings of the parties.

Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Waiver

Winixx's failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Winixx.

Assignment

You may not assign or transfer any of your rights or obligations under these Terms without Winixx's prior written consent. Winixx may freely assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Force Majeure

Winixx will not be liable for any failure or delay in performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, government actions, war, civil unrest, strikes, or failures of third-party infrastructure providers.

No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective permitted successors and assigns. Nothing in these Terms shall create or be deemed to create any third-party beneficiary rights.

21

Contact Information

If you have any questions, concerns, or requests regarding these Terms, please contact Winixx Inc. using the following information:

Legal Contact
Winixx Inc. — Incorporated in the State of New York

Legal Inquiries: legal@winixx.net
General Support: support@winixx.net
Partnership Inquiries: partners@winixx.net

For legal notices required under these Terms, written notice must be sent to legal@winixx.net with a clear subject line identifying the nature of the notice. Notices sent to any other address or by any other method do not constitute valid legal notice under these Terms.

Winixx Inc. — fleetOS Terms & Conditions

Effective September 10, 2025 · Governed by the laws of the State of New York · Disputes resolved exclusively in the courts of Manhattan County, New York · Questions: legal@winixx.net