Terms of Service
Last Updated: May 8, 2026, effective June 7, 2026
These Terms of Service (“Terms”) govern access to, and use of the services provided by Ron Turley Associates, LLC, a Delaware limited liability company (“RTA,” “Company,” “we,” or “us”). By accessing or using the Services, you (“Customer” or “you”) agree to be bound by these Terms.
If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
These Terms incorporate by reference RTA’s Privacy Policy, Acceptable Use Policy (“AUP”) https://rtafleet.com/acceptable-use-policy, Service Level Agreement (“SLA”) https://rtafleet.com/service-level-agreement, and any applicable order form, pricing proposal, or similar document executed by the parties (each, an “Order Form”) and updated from time to time in accordance with these Terms.
1. Definitions
Capitalized terms used in these Terms have the meanings set forth below. Terms defined in the singular include the plural and vice versa.
a. Acceptable Use Policy or AUP means RTA’s Acceptable Use Policy, available on RTA’s website.
b. Applicable Law means all applicable federal, state, local, and international laws, regulations, and rules.
c. AI Services means any machine learning, artificial intelligence, generative AI, large language model (LLM), or similar automated or algorithmic functionality offered as part of or integrated with the Services.
d. Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
e. AWS means Amazon Web Services, Inc. and its applicable cloud infrastructure services.
f. Confidential Information means any technical, financial, or business information disclosed by one Party to the other Party that: (i) is marked or identified as “confidential” or “proprietary” at the time of such disclosure; or (ii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.
g. Customer Content or Content means all data, information, text, files, images, or other materials submitted, uploaded, transmitted, or stored by or on behalf of Customer through the Services. RTA may collect and use aggregated and anonymized data relating to the performance, operation, and use of the Services (“Usage Data”) for purposes including security monitoring, analytics, benchmarking, and improving the Services.
h. Fleet Management Software means RTA’s proprietary fleet management software, including the RTA Classic legacy and Fleet 360 platforms and any applicable modules, updates, or upgrades.
i. Material Change means any change to an Agreement, these Terms or the Services that materially and adversely affects Customer’s rights, obligations, or use of the Services, including, without limitation, any material increase in fees, material reduction in functionality, performance, security, or support levels, or any change that materially limits Customer’s access to or use of the Services.
j. Monthly Uptime Percentage has the meaning set forth in the SLA.
k. Order Form means a written ordering document, quote, online order, or other mutually executed or accepted document that references an Agreement, these Terms and specifies the Services to be provided, including applicable subscription plans, quantities, pricing, term, payment terms, and any additional or modified terms agreed by the parties.
l. RTA Classic means RTA’s legacy, desktop-oriented fleet management software accessed through a secure remote or hosted environment.
m. RemoteApp means the encrypted, password-protected application used to access RTA Classic.
n. Services means the Fleet Management Software, hosting, support, maintenance, upgrades, database administration, backups, and related services provided by RTA.
o. Service Level Agreement or SLA means RTA’s Service Level Agreement, available on RTA’s website, as updated from time to time.
p. Statement of Work or “SOW” means a written, mutually executed document that references an Agreement, these Terms and sets forth the specific scope, deliverables, milestones, implementation services, professional services, acceptance criteria, timelines, responsibilities, and fees for project-based or professional services to be performed under this Agreement.
q. Subscription Term means the initial subscription term and any renewal term(s) described in Section 4.
2. Services and Customer Use
a. RTA will provide Customer access to the Services, including software, hosting, maintenance, support, periodic upgrades, and database administration. Certain legacy services may be accessed through RemoteApp (applicable to RTA Classic) and are subject to a separate fee, which will apply until the applicable product is retired on December 31, 2026.
b. Subject to these Terms, RTA grants Customer a non-exclusive, non-transferable, limited license to access and use the Services solely for Customer’s internal business purposes.
c. RTA does not review or pre-screen Content and claims no ownership of, or any intellectual property rights in, Customer Content. However, Customer grants RTA a limited, non-exclusive, worldwide, royalty-free license to access, use, host, store, process, transmit, and display Customer Content solely as necessary to provide, maintain, support, secure, and improve the Services. RTA will not use Customer Content to train general-purpose artificial intelligence or machine learning models unless such data is first anonymized and aggregated, or Customer provides express written consent.
d. RTA retains all rights to aggregated, anonymized, or de-identified data derived from Customer Content, including analytics, benchmarking data, usage patterns, and performance insights (“Derived Data”).
e. Customer may not reproduce, duplicate, copy, sell, resell, sublicense, or exploit any portion of the Services without RTA’s prior written consent.
f. Customer may not modify, reverse engineer, decompile, or otherwise attempt to derive source code from the Services or falsely imply association with RTA.
g. Customer may not use the Services in any unlawful, infringing, offensive, or abusive manner, or in violation of these Terms or the AUP.
h. Customer is responsible for the accuracy, quality, integrity, and legality of all Customer Content submitted to or processed by the Services. RTA does not validate or warrant any Customer Content, and Customer agrees not to upload or store data that it does not have the legal right to use.
i. As applicable for API/integration usage, Customer may not access or use any RTA APIs, data feeds, or integration endpoints except as expressly permitted by RTA in documentation or an Order Form. RTA may implement technical limitations on API usage and AI token usage including rate limits and request limits. Customer shall not attempt to reverse engineer or bypass API usage or AI token usage limitations.
j. Customer shall not use the APIs or Services to extract, replicate, or aggregate data for the purpose of creating or enhancing a competing product or service.
k. Customer shall not use the Services, APIs, or data obtained through the Services to train or develop machine learning or artificial intelligence models intended to replicate or compete with the functionality of the Services.
l. Customer may not publicly disclose benchmarking or performance testing results of the Services without RTA’s prior written consent.
m. Customer shall not access or use the Services for the purpose of developing or operating a product or service that competes with the Services.
n. Except for the limited license granted herein, all rights, title, and interest in and to the Services remain exclusively with RTA.
o. RTA may modify or discontinue material features of the Services with at least thirty (30) days’ prior notice, except where changes are required by law, security concerns, or third-party service providers, in which case notice will be provided when reasonably practicable.
p. Customer may not use automated tools, bots, spiders, scrapers, or other technologies to access, query, or interact with the Services except with RTA’s prior written consent and in compliance with published API usage policies.
q. RTA may temporarily suspend access for maintenance or operational purposes and will endeavor to provide at least twenty-four (24) hours’ notice where reasonably practicable, as further described in the SLA.
r. RTA maintains a SOC 2 audited environment and implements industry-standard security controls. While the application itself is not separately certified, RTA’s security program has been independently audited as part of its SOC 2 examination. AWS maintains additional third-party security and compliance certifications for its infrastructure.
s. RTA will provide access to scheduled data backups upon Customer request at no additional charge. Requests may be submitted to support@rtafleet.com.
t. Customer acknowledges that RTA does not control the flow of data across the internet and is not responsible for disruptions caused by third parties or external networks.
u. Certain features, access methods, or technical configurations described in these Terms may apply only to specific service tiers, legacy products, or configurations and may not be available to all Customers.
v. RTA may make certain features available on a beta or preview basis (“Beta Services”). Beta Services are provided “as-is” and are excluded from SLA commitments and warranties.
w. Customer is responsible for all activity conducted through its accounts and shall ensure that its users comply with these Terms.
x. RTA may suspend or restrict access to the Services immediately, without notice, if necessary to protect the security, integrity, or availability of the Services, comply with law, or prevent harm.
y. Customer agrees that use of the Services shall at all times comply with the AUP and any additional operational guidelines posted by RTA on its website or otherwise provided in documentation.
3. Fees and Payment
All subscription fees are payable in advance and are non-refundable except as expressly provided in these Terms or required by Applicable Law.
a. Customer shall not be entitled to any refund or credit for any unused portion of the Service, except that RTA will provide refunds or credits for (a) any billing errors, (b) overpayment, or (c) any prepaid fees attributable to periods after the effective date of termination if RTA terminates the Agreement without cause.
b. Customer shall pay all undisputed invoices within thirty (30) days of receipt. Late payments may accrue interest at one and one-half percent (1.5%) per month.
c. Subscription fees commence upon execution of an Order Form and are due regardless of usage, installation, implementation, or onboarding status.
d. Services performed outside of subscriptions shall be paid in accordance with the applicable Order Form or Statement of Work.
e. Customer is responsible for all fees for the entire Subscription Term unless expressly stated otherwise.
f. Any disputed invoice, or portion thereof shall be initiated by written notice within thirty (30) days of the invoice date to invoices@rtafleet.com. All undisputed portions of an invoice shall be paid in accordance with the payment terms.
g. RTA prohibits the setoff and withholding of payment for unrelated claims.
h. RTA may suspend access to the Services for non-payment after thirty (30) days’ written notice.
i. Customer may purchase upgrades at any time, which will be billed in the next applicable billing cycle.
j. Subject to RTA discretion, a service restoration fee of $250 may apply following suspension for non-payment.
k. Customer is responsible for all costs related to collection for non-payment.
4. Term, Renewal, and Cancellation
a. The initial Subscription Term is as stated on your Order Form and will automatically renew unless cancelled with thirty (30) days’ written notice.
b. Subscriptions automatically renew for a successive term as stated on your Order Form unless either party provides at least thirty (30) days’ written notice of non-renewal.
c. Customer acknowledges that subscriptions are automatically renewed and that RTA will rely on electronic notice delivered to Customer’s designated contact email address.
d. Customer remains responsible for all fees through the end of the then-current Subscription Term.
e. Customer may choose to cancel the Agreement early provided that prepaid amounts will remain non-refundable except as expressly permitted under this Agreement or required by applicable law.
f. Upon termination, Customer may export its data for thirty (30) days or can request a database backup for up to ninety (90) days (“data export period”). After such period, Content will be permanently deleted.
g. Customer is responsible for exporting its own data before the end of the data export period. RTA is not responsible for retrieving Customer data after the data export period has expired or for reconstructing lost data.
h. Except as required by law, RTA has no obligation to retain Customer Content after the expiration of the applicable data export period.
i. Outstanding balances must be paid in full prior to delivery of backups.
5. Customer Obligations
Customer shall designate at least two emergency contacts and cooperate reasonably with RTA to enable service delivery. RTA is not responsible for service failures caused by Customer’s failure to meet these obligations.
6. Representations
Each party represents that it has the authority to enter into these Terms and that performance does not violate Applicable Law or third-party agreements.
7. Termination
a. Termination for Material Breach. Either Party may terminate this Agreement upon written notice to the other Party if such other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice that describes the breach in reasonable detail. The notice shall expressly state that failure to cure within such period will result in termination.
b. Immediate Termination by RTA. RTA may terminate this Agreement, in whole or in part, effective immediately upon written notice to Customer if Customer: (i) violates the Acceptable Use Policy (“AUP”); (ii) infringes, misappropriates, or otherwise violates any intellectual property or proprietary rights of RTA or any third party; or (iii) accesses or uses the Services in a manner that creates, or is reasonably likely to create, a material security risk to RTA, the Services, or any third party.
c. Survival. Upon expiration or termination of this Agreement for any reason, all provisions that by their nature are intended to survive or are necessary to give effect to rights and obligations accrued prior to such expiration or termination, shall survive, and remain in full force and effect. Such provisions include, without limitation: intellectual property rights, confidentiality obligations, accrued payment obligations, warranty disclaimers, limitations of liability, indemnification obligations, governing law, and dispute resolution.
8. Warranties, Disclaimers, and Limitation of Liability
8.1 Disclaimer of Warranties
a. Except as expressly provided, the Services are provided “AS IS” and “AS AVAILABLE.” RTA disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.
8.2 Limitation of Liability
a. To the maximum extent permitted by law, RTA shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or goodwill.
b. Except for claims arising from RTA’s indemnification obligations, gross negligence, willful misconduct, or breach of confidentiality or data security obligations, RTA’s total aggregate liability shall not exceed the fees paid by Customer to RTA in the twelve (12) months preceding the claim.
9. Indemnification
9.1 RTA Indemnification.
a. RTA shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding alleging that the Services, as provided by RTA and used in accordance with this Agreement, infringe or misappropriate any United States patent, copyright, trademark, or trade secret, and shall pay any damages finally awarded by a court of competent jurisdiction or agreed to in settlement by RTA, including reasonable attorneys’ fees, attributable to such claim.
b. Notwithstanding the foregoing, RTA shall have no obligation under this Section to the extent any claim arises from:
(i) Customer Content or Customer Data;
(ii) Customer’s or its Users’ use of the Services in violation of this Agreement, the AUP, or Applicable Law;
(iii) modifications to the Services not made by RTA;
(iv) combination of the Services with products, services, or software not provided by RTA; or
(v) use of any version of the Services other than the then-current, unmodified version provided by RTA.
c. If the Services become, or in RTA’s reasonable opinion are likely to become, the subject of an infringement claim, RTA may, at its option and expense:
(i) procure the right for Customer to continue using the Services;
(ii) modify or replace the Services to make them non-infringing while maintaining substantially equivalent functionality; or
(iii) if neither (a) nor (b) is commercially reasonable, terminate the affected portion of the Services and refund any prepaid fees for the unused portion of the Subscription Term.
9.2 Customer Indemnification.
a. Customer shall defend, indemnify, and hold harmless RTA and its officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding arising out of or related to:
(i) Customer Content or Customer Data;
(ii) Customer’s or its Users’ use of the Services in violation of this Agreement, the AUP, or Applicable Law;
(iii) any breach of Customer’s representations or obligations under this Agreement; or
(iv) any third-party products, services, or data integrated or used by Customer in connection with the Services.
b. Customer shall pay any damages finally awarded by a court of competent jurisdiction or agreed to in settlement, including reasonable attorneys’ fees, attributable to such claim.
9.3 Indemnification Procedures.
a. The indemnified party shall:
(i) promptly notify the indemnifying party in writing of any claim subject to indemnification;
(ii) provide reasonable cooperation and assistance in the defense of the claim; and
(iii) grant the indemnifying party sole control over the defense and settlement of the claim, provided that no settlement may impose any admission of liability or obligation on the indemnified party without its prior written consent, which shall not be unreasonably withheld.
10. Database Access Provisions
In consideration of Customer’s use of the SQL database format provided by RTA, this Section sets forth the terms governing Customer’s access to and use of the underlying database and addresses issues that may arise in connection with an open database system. If Customer has requested direct database access, Customer acknowledges and agrees to the following conditions.
a. To provide direct connectivity to Customer’s SQL database (including access through SQL Management Studio, Crystal Reports, or other SQL-aware applications), RTA may host the database on a SQL database server accessible via the internet. Database connections utilize a non-standard port and are protected by standard SQL Server security features. RTA will provision a user account specific to Customer solely for database access. Firewall controls restrict unauthorized access. Customer must provide RTA with the public IP address(es) from which Customer will connect.
b. By default, all database connections provisioned to Customer are configured as read-only and operate against a replica instance of the production database. Any queries or operations performed through such connections are subject to the same performance, availability, and security constraints as the primary database environment.
c. If Customer requests elevated write access to the database, such access shall be granted solely at RTA's discretion and subject to a separate written authorization. Customer expressly acknowledges and agrees that any data modifications executed outside of the Services' native application layer, including, without limitation, direct SQL operations, schema alterations, or record manipulation, may result in data inconsistencies, loss of referential integrity, corruption, or other adverse effects that RTA cannot warrant against or remediate without significant effort.
d. Only authorized RTA engineering personnel are qualified to provide guidance, support, or remediation services in connection with direct database access. Any such assistance shall be provided at RTA's sole discretion and may be subject to additional professional services fees as mutually agreed upon in writing.
e. Customer assumes all risk arising from or related to its use of direct database access, whether read or write, and shall defend, indemnify, and hold harmless RTA and its officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from Customer's direct database access, unauthorized modifications, or any third-party claims attributable to such access or modifications.
f. If invalid data results from Customer modifications or third-party queries, RTA may assist in correcting such data at standard consulting rates.
g. RTA will assist with general access questions but not custom queries without a separate engagement.
h. Customer shall submit authorized static IP addresses to support@rtafleet.com. Access is restricted accordingly.
11. Service Level Agreement
RTA’s Service Level Agreement (“SLA”) describes service availability, support commitments, uptime targets, service credits, and related performance standards applicable to the Services.
The SLA is available on RTA’s website and is incorporated by reference into these Terms. The SLA applies only to paid subscriptions and does not apply to trial, pilot, or free access unless expressly stated in an applicable Order Form.
Service credits described in the SLA, if any, are Customer’s sole and exclusive remedy for failure to meet service level commitments.
12. Confidentiality and Data Protection
a. Confidential Information. Each party agrees to protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own similar information, but no less than reasonable care.
b. Permitted Disclosures. Confidential Information may be disclosed to employees, contractors, and service providers with a need to know and bound by confidentiality obligations.
c. Data Security. RTA will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Content.
d. Privacy. Customer is responsible for complying with data protection laws applicable to its use of the Services.
e. Regulated Data. (“Regulated Data”) means any information subject to specific legal, regulatory, or industry requirements relating to privacy, security, or data handling obligations beyond those generally applicable to commercial business records, including without limitation protected health information under HIPAA, cardholder data subject to PCI-DSS, export-controlled data under ITAR, criminal justice information under CJIS, motor vehicle records or personal information governed by the Driver's Privacy Protection Act (DPPA) or analogous state laws, data governed by U.S. state comprehensive privacy laws (e.g., CCPA/CPRA) where heightened obligations apply, data governed by FERPA or COPPA or any similar data subject to heightened statutory, regulatory, contractual security or privacy obligations. Customer shall not upload or process regulated data, or any other data subject to heightened regulatory or security requirements unless expressly authorized in writing by RTA. In the event Customer submits Regulated Data without such authorization, Customer does so at its sole risk, and RTA shall have no responsibility or liability for such data, and if RTA reasonably determines the presence of such data, may upon notice to Customer, suspend Customer access or quarantine the data.
Customer shall be solely responsible for compliance with all laws and regulations applicable to any data it provides and shall indemnify, defend, and hold harmless RTA, its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party or governmental claims, regulatory fines or penalties, damages, losses, liabilities, and reasonable expenses (including reasonable attorneys' fees) arising out of or related to Customer's breach of this Section or the unauthorized submission of Regulated Data, except to the extent caused by RTA's gross negligence or willful misconduct.
f. Prohibited AI Uses. Customer shall not use AI Services to develop competing models, reverse engineer model architectures, extract training data, or engage in prohibited or harmful use cases.
g. Security Incident. RTA will notify Customer without undue delay after becoming aware of a Security Incident that has resulted in, or is reasonably likely to result in, material unauthorized access to, acquisition of, or disclosure of Customer Content. RTA will provide information reasonably available at the time and will provide updates as additional information becomes available.
h. Government Entity. If Customer is a governmental entity subject to public records laws, Customer shall use reasonable efforts to protect RTA’s Confidential Information from disclosure to the extent permitted by law and shall notify RTA of any disclosure request so RTA may seek protective relief.
i. Trade Secrets. The Services and related documentation constitute proprietary trade secrets of RTA.
13. Miscellaneous
a. Either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided that the assignee agrees to be bound by this Agreement.
b. Notices may be provided electronically.
c. Customer name may not be used for marketing without consent.
d. Severability and waiver apply.
e. These Terms constitute the entire agreement; modifications must be in writing.
f. Headings are for convenience only.
g. Applicable provisions survive termination.
h. Force Majeure. Neither party shall be liable for failure or delay in performance (other than payment obligations) due to events beyond its reasonable control.
i. Customer acknowledges that RTA is under no obligation to support unreleased, deprecated, unsupported, or customized versions of the Services unless an Order Form expressly states otherwise. RTA’s support obligations do not include assistance with third-party hardware, operating systems, internet connectivity, or software not provided by RTA.
j. Independent Contractors. The parties are independent contractors and no partnership or agency is created.
k. Order of Precedence. In the event of a conflict between these Terms and an Order Form, the Order Form controls.
l. Governing Law; Venue. These Terms are governed by the laws of the State of Arizona. Any legal action shall be brought exclusively in Arizona courts, unless Applicable Law requires a different venue for public sector customers.
m. Government Entities. For Customers that are governmental entities, provisions of this Agreement shall be interpreted to comply with applicable public procurement laws to the minimum extent necessary.
n. Notices. Except as otherwise specified in this Agreement, all notices under this Agreement shall be in writing and may be delivered by email. Notices to RTA shall be sent to support@rtafleet.com or such other address as RTA may designate by notice. Notices to Customer shall be sent to the email address designated by Customer in the applicable Order Form or account profile. Notices shall be deemed given upon transmission, provided that no automated error message is received, or on the next business day if sent outside of normal business hours.
14. Changes to Terms
RTA may update these Terms from time to time. Material changes will be communicated at least thirty (30) days in advance. Continued use of the Services constitutes acceptance. If a material change materially and adversely affects Customer, Customer may terminate prior to the effective date.
A change is considered material and adverse if it removes core functionality identified in the Order Form, reduces data portability rights, removes security certifications material to Customer's compliance obligations, reduces SLA commitments, or materially diminishes Customer's legal rights under the Agreement.