This Master Subscription Agreement (the "Agreement") is between Josmol Group Inc., doing business as DoktorConnect, with offices at 4816 N. Mesa St, El Paso, Texas 79912 ("Provider"), and the customer named in an Order Form or that accepts this Agreement online ("Customer"). It takes effect on the earlier of the date Customer signs an Order Form that references it and the date Customer accepts it online (the "Effective Date").
1.1"Connected Vehicle" means a vehicle that is assigned to Customer's fleet in ROADTRUTH at any time during a calendar month, whether or not it transmitted telemetry in that month. References to "Active Vehicle" in any Order Form or other agreement with Provider mean Connected Vehicle.
1.2"Aggregate Report" means a report about a group of Drivers that does not identify, and is not reasonably capable of being used to identify, an individual Driver, and that applies the small-cell suppression rule in Schedule B.
1.3"Authorized User" means an employee or contractor of Customer whom Customer permits to use the Customer-facing parts of the Services (for example the fleet console or ROADTRUTH floor).
1.4"Connected Account" means a telematics, ELD or tracker account (for example Motive, Samsara, Wialon, Traccar or MiX) that Customer authorizes Provider to read.
1.5"Customer Data" means data that Customer or its Connected Accounts submit to the Services about Customer's vehicles, operations and Authorized Users. Customer Data excludes Driver Data.
1.6"Driver" means an individual driver whom Customer invites to ROADWORTHY.
1.7"Driver Data" means information a Driver enters into, syncs with or generates in ROADWORTHY, including health information, readings, screening results, assessments, journal entries, conversations with the Co-Driver, location the Driver chooses to share, and care-team records.
1.8"Connected Driver" means a Driver who has joined Customer's fleet in ROADWORTHY (by Customer's join code or by Customer's invitation) and has not left it, at any time during a calendar month, whether or not the Driver signed in during that month. References to "Enrolled Driver" in any Order Form or other agreement with Provider mean Connected Driver.
1.9"Order Form" means an ordering document signed by both parties, or an online plan selection accepted under Section 2.3, that references this Agreement.
1.10"Services" means ROADTRUTH, ROADWORTHY, and any related features, support and professional services described in an Order Form, excluding Third-Party Services.
1.11"Third-Party Services" means products and services not provided by Provider, including Connected Accounts, the telehealth services of independent clinicians described in Section 8, device makers, and app marketplaces.
2.1Access. Subject to this Agreement and payment of fees, Provider grants Customer a non-exclusive, non-transferable right during the Subscription Term to use the Services ordered, for Customer's internal business purposes, and to invite Drivers to ROADWORTHY.
2.2Order Forms. Each Order Form states the Services, quantities, fees, Subscription Term and any pilot. If an Order Form conflicts with this Agreement, the Order Form governs only for that order, and only where it expressly says it overrides a section of this Agreement.
2.3Self-serve subscriptions. A Customer that installs a Service through an app marketplace or Provider's website accepts this Agreement by clicking to agree. The plan, list price and billing count shown at checkout form its Order Form. Self-serve subscriptions run month to month, are charged in advance to the payment card on file, and renew automatically until cancelled. Customer may cancel at any time; cancellation takes effect at the end of the current month, and fees already charged are not refunded except where Section 12.3 or law requires.
2.4Pilots. If an Order Form names a pilot, the pilot runs for the period and fee stated (for example 90 days at no charge or at cost). Pilot Services are provided "as is" without the service levels in Schedule C, and Provider's total liability for a pilot is limited to US $5,000. At the end of the pilot the order converts to the paid terms stated in the Order Form on the date set there, unless Customer gives written notice not to convert at least 10 days before that date.
2.5Affiliates and PEO clients. Customer's affiliates may buy under this Agreement by signing their own Order Form; each is responsible for its own orders. Where Customer is a professional employer organization or channel partner buying for its client companies, the channel agreement between Provider and that partner governs which party signs each Order Form.
2.6Changes to the Services. Provider may improve and change the Services. Provider will not materially reduce the core functionality of a Service Customer has paid for during the current Subscription Term, except to comply with law, protect Drivers' safety or privacy, or respond to a change in a Third-Party Service outside Provider's control.
3.1Authorization. Customer represents that it has the right to connect each Connected Account and to provide Customer Data, and that it has given any notices and obtained any consents that law requires for Provider to receive vehicle location and telematics data.
3.2Authorized Users and credentials. Customer is responsible for its Authorized Users' compliance with this Agreement and for keeping access credentials, fleet join codes and office PINs confidential. Customer will notify Provider promptly of any unauthorized use.
3.3Acceptable use. Customer will not, and will not permit anyone to: (a) use the Services in violation of law; (b) copy, frame, resell or sublicense the Services except as an Order Form allows; (c) reverse-engineer the Services except to the extent law permits despite this restriction; (d) probe, scan or test the Services' security without Provider's written consent; (e) upload malicious code; or (f) use the Services to build a competing product.
3.4Driver participation is voluntary. Customer will present ROADWORTHY to Drivers as a voluntary benefit. Customer will not require a Driver to enroll, to share any Driver Data, or to keep the app installed as a condition of employment, contracting, dispatch or pay, and will not penalize a Driver who declines or leaves. Any incentive Customer offers for participation must comply with applicable law, including the Americans with Disabilities Act and the Genetic Information Nondiscrimination Act.
4.1Fees. Customer will pay the fees in each Order Form. Unless an Order Form says otherwise, ROADTRUTH is billed per Connected Vehicle per month and ROADWORTHY per Connected Driver per month, at the rates in the Order Form or, for self-serve plans, the list price at checkout.
4.2Billing counts and true-up. Provider counts Connected Vehicles and Connected Drivers from the Services' records. The monthly count is the number of Connected Vehicles and Connected Drivers on Customer's fleet on the date of each monthly bill. For card payments, Provider updates the count daily and the bill uses the count on its billing date. A Driver who leaves the fleet, or whom Customer removes, and a vehicle removed from the fleet, stop counting from the next monthly bill. Customer can see the current count, and the amount it produces, in the fleet console at any time. Where an Order Form sets a minimum commitment, Customer pays the greater of the minimum and the actual count. Provider will make the monthly counts available in the fleet console, and Customer may dispute a count in writing within 30 days of the invoice; the parties will resolve the dispute in good faith from the Services' records.
4.3Invoicing. For invoiced customers, Provider invoices monthly in arrears for usage and in advance for any fixed fees. Invoices are due net 30 from the invoice date, by ACH or wire as stated on the invoice.
4.4Card payments. For self-serve plans, Customer authorizes Provider and its payment processor to charge the card on file each month. Provider does not store full card numbers. Card payments are processed by Stripe, Inc. in the United States and by Paystack Payments Limited in Nigeria; the processor keeps the card, and Provider keeps only a token, the card brand and its last four digits.
4.5Late payment. Overdue amounts bear interest at the lesser of 1% per month and the highest rate law allows. If an invoice is more than 14 days overdue after written notice, Provider may suspend Customer-facing features. Provider will not suspend a Driver's access to the safety features listed in Schedule B, and will move Drivers to the base ROADWORTHY tier rather than deleting or locking any Driver's record. For card payments, a failed charge is retried daily, and Drivers stay covered for 7 days from the first failure; after that, this Section 4.5 applies.
4.6Taxes. Fees exclude sales, use, value-added and similar taxes. Customer pays those taxes, except taxes on Provider's net income. If Customer is tax-exempt, it will provide a valid certificate.
4.7Price changes. Provider may change list prices for self-serve plans on 30 days' notice, effective at the next monthly renewal. Prices in a signed Order Form are fixed for its Subscription Term; at renewal Provider may increase them by up to 7% on 60 days' notice.
4.8Marketplace trial. A Customer that installs ROADWORTHY from an app marketplace receives the Services free for 30 days from installation. If Customer adds a payment card during the trial, the first charge is made when the trial ends. If no card is added by the end of the trial, the fleet's coverage of its Drivers ends, subject to Section 4.5. There is no free trial for ROADTRUTH or for Customers on an Order Form, unless the Order Form says otherwise.
4.9Driver upgrades. A Connected Driver may, at the Driver's own cost and under the ROADWORTHY Terms of Use, pay the difference between Customer's tier and a higher tier. A Driver who belongs to no fleet may buy any tier at the full price. Driver upgrades are between Provider and the Driver. They never change Customer's fees, and Customer is not told which Drivers have upgraded.
5.1Customer Data. Customer owns Customer Data. Customer grants Provider a non-exclusive right to host, process and use Customer Data to provide, secure, support and improve the Services, and as described in the Data Processing Addendum (the "DPA"), which forms part of this Agreement.
5.2Driver Data belongs to Drivers. Driver Data is collected under Provider's agreement with each Driver (the ROADWORTHY Terms of Use, Privacy Policy and consents). Customer has no ownership of or right of access to Driver Data. Customer receives only: (a) Aggregate Reports; (b) participation counts; (c) injury reports a Driver chooses to file with Customer's safety office; and (d) any other item a Driver chooses to share with Customer through a control in the app. Customer will not request, and Provider will not provide, any individual Driver's readings, diagnoses, screening results, assessment results, conversations or care records, except where a Driver directs it or law compels it.
5.3No re-identification. Customer will not attempt to identify any Driver from an Aggregate Report, or combine Aggregate Reports with other data to do so.
5.4Portability. A Driver's ROADWORTHY account and record stay with the Driver when this Agreement ends or the Driver leaves Customer. The Driver may continue on an individual plan or move to another fleet's plan.
5.5Usage data and de-identified data. Provider may collect information about how the Services are used and performance metrics, and may create and use data that has been de-identified to the standard in the DPA, to operate, secure and improve its services and to publish prediction accuracy and similar statistics that do not identify Customer, a vehicle or a person.
5.6HIPAA. Where Provider acts as a business associate of Customer, or of a group health plan Customer sponsors, the parties will sign Provider's Business Associate Agreement, which then controls over this Agreement for protected health information.
5.7Location data. ROADTRUTH receives vehicle location from Connected Accounts. ROADWORTHY uses a Driver's device location only as the Driver permits. Customer will not use the Services to track a Driver outside working time.
6.1Customer will not use ROADWORTHY, any Aggregate Report, or any information derived from it, to make or support a decision about an individual's hiring, retention, discipline, termination, dispatch eligibility, route assignment, pay, promotion, insurance eligibility or premium.
6.2ROADWORTHY is not a medical examination and does not certify any Driver as medically qualified under 49 C.F.R. Part 391 or any other law. Customer remains responsible for medical certification, drug and alcohol testing and FMCSA Clearinghouse obligations through its own processes. ROADWORTHY does not access, query or report to the FMCSA Drug and Alcohol Clearinghouse.
6.3Customer will not instruct a Driver to use ROADWORTHY in a way that breaks hands-free or distracted-driving rules, including 49 C.F.R. §§ 392.80 and 392.82.
6.4A breach of this Section 6 is a material breach.
7.1The Services connect to Third-Party Services that Customer or Drivers choose to use. Each Third-Party Service is governed by its own terms between Customer (or the Driver) and its provider. Provider is not responsible for a Third-Party Service's availability, accuracy or acts.
7.2Connected Accounts. Provider's access to Connected Accounts is read-only. Customer may revoke it at any time in the Connected Account. Where a Connected Account is reached through an app marketplace, Provider will use the data only as that marketplace's partner terms allow.
7.3Provider may stop supporting a Third-Party Service whose provider changes or ends its interface or terms. Provider will give reasonable notice where it can.
8.1Independent clinicians. Video visits and other clinical services in ROADWORTHY are provided by independently licensed clinicians. In the United States they are provided through CareClix and its affiliated professional entities, which are the providers of record and are responsible for their clinical judgment, licensure and malpractice coverage. Provider does not practice medicine, nursing or any other licensed profession.
8.2AI features. The Co-Driver, pathways, journal reflections and similar features use artificial intelligence. They give general health, wellness and safety information and coaching. They do not diagnose, treat or prescribe, and they do not replace a clinician. Drivers are told this in the app.
8.3Emergencies. ROADWORTHY is not an emergency service. Drivers are told in the app to call 911 (or 112 in Nigeria) in an emergency.
9.1"Confidential Information" means non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. It includes the terms and pricing of each Order Form, Customer Data, and Provider's non-public product, security and model information. It excludes information that is or becomes public through no fault of the recipient, that the recipient already knew without restriction, that it receives from a third party without restriction, or that it develops independently.
9.2The recipient will use Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will disclose it only to its personnel and advisers who need to know it and are bound by duties of confidentiality at least as protective. The recipient may disclose Confidential Information where law compels it, after giving the discloser prompt notice where lawful.
10.1Provider will maintain administrative, technical and physical safeguards appropriate to the data, as described in the DPA, including encryption in transit and at rest, least-privilege access, server-side enforcement of access rules, and audit logging of access to Driver records.
10.2Provider will notify Customer without undue delay, and in any case within 72 hours, after confirming a security incident that compromises Customer Data or Aggregate Reports. Provider will notify affected Drivers, regulators and others as law requires for Driver Data, including under the FTC Health Breach Notification Rule where it applies.
10.3Provider has begun a SOC 2 program. On request, and no more than once a year, Provider will answer Customer's reasonable security questionnaire and, once available, provide its SOC 2 report under confidentiality.
11.1Provider and its licensors own the Services, including software, scoring methods, models, prompts, assessment instruments, exercise protocols, content and branding, and all improvements to them. Certain intellectual property in the Services is owned by Omega Wellness Center Inc. and licensed to Provider. No rights are granted except those expressly stated.
11.2If Customer gives feedback or suggestions, Provider may use them without restriction or payment.
11.3ROADTRUTH, ROADWORTHY, DoktorConnect and related names and logos are trademarks of Provider or its licensors.
12.1Mutual. Each party warrants that it has authority to enter into this Agreement.
12.2Provider. Provider warrants that during the Subscription Term the Services will perform materially as described in Provider's then-current documentation, and that Provider will not knowingly introduce malicious code.
12.3Remedy. If a Service does not perform as warranted, Customer will notify Provider in writing, and Provider will use commercially reasonable efforts to fix it. If Provider cannot fix it within 30 days, either party may terminate the affected order, and Provider will refund prepaid fees for the unused period. This is Customer's sole remedy for breach of the warranty in Section 12.2.
12.4Predictions and scores. ROADTRUTH's vehicle scores and predictions and ROADWORTHY's Readiness Score and alertness forecast are probabilistic decision support. They are not a warranty of any vehicle's condition, a substitute for inspection or repair, a certification of roadworthiness or of medical fitness, or a guarantee that a breakdown, crash, injury or illness will not occur. Customer remains responsible for maintenance, dispatch, safety and employment decisions.
12.5Disclaimer. Except as expressly stated in this Agreement, the Services are provided "as is", and each party disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement, to the fullest extent law allows.
13.1By Provider. Provider will defend Customer against any third-party claim alleging that the Services, as provided by Provider, infringe a United States patent, copyright or trademark or misappropriate a trade secret, and will pay damages finally awarded or agreed in settlement. Provider has no obligation for claims arising from Customer Data, Third-Party Services, combinations not supplied by Provider, or modifications not made by Provider. If such a claim is made or likely, Provider may procure the right to continue use, modify the Service, or terminate the affected order and refund prepaid fees for the unused period.
13.2By Customer. Customer will defend Provider against any third-party claim arising from (a) Customer Data or Customer's lack of authority to connect a Connected Account, (b) Customer's breach of Section 3.4 or Section 6, or (c) Customer's maintenance, dispatch, safety or employment decisions, and will pay damages finally awarded or agreed in settlement.
13.3Procedure. The indemnified party will give prompt notice of the claim, give the indemnifying party sole control of the defense and settlement (except that no settlement may impose an obligation or admission on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.
14.1Exclusion. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, cargo, downtime or goodwill, even if advised of the possibility.
14.2Cap. Each party's total liability arising out of or relating to this Agreement will not exceed the fees paid and payable by Customer under this Agreement in the 12 months before the event giving rise to the claim.
14.3Data super-cap. For a party's breach of Section 9 (Confidentiality) or Section 10 (Security), or the DPA, the cap in Section 14.2 is two times that amount.
14.4Exceptions. Sections 14.1 and 14.2 do not limit: obligations under Section 13; Customer's payment obligations; liability for a party's gross negligence, fraud or wilful misconduct; Customer's breach of Section 6; or liability that law does not allow to be limited.
15.1Term. This Agreement continues until all Order Forms have ended and either party gives notice of termination. Each Order Form's Subscription Term is stated in it. Unless the Order Form says otherwise, an enterprise Subscription Term is 12 months and renews for successive 12-month terms unless either party gives notice of non-renewal at least 60 days before the end of the current term.
15.2For cause. Either party may terminate an Order Form or this Agreement if the other materially breaches it and does not cure the breach within 30 days of written notice, or immediately if the other becomes insolvent or subject to bankruptcy proceedings.
15.3Effect. On termination, Customer's right to use the Services ends and Customer pays all fees accrued. Provider will make Customer Data available for export for 30 days, and will then delete it within a further 30 days, except where law requires retention or as stated in the DPA. Drivers keep their ROADWORTHY records under Section 5.4.
15.4Survival. Sections 4 (for amounts owed), 5, 6, 9, 11, 12.4, 12.5, 13, 14, 15.3, 15.4 and 16 survive.
16.1Governing law and venue. Texas law governs this Agreement, without regard to its conflict-of-law rules. The state and federal courts in El Paso County, Texas, have exclusive jurisdiction, and each party consents to them.
16.2Notices. Notices must be in writing and sent to the addresses in the Order Form, or for Provider to joseph@josmolgroup.com with a copy by courier to the address above. Email notice is effective on sending if no bounce is received; notice of breach or termination must also be sent by courier.
16.3Assignment. Neither party may assign this Agreement without the other's consent, except to an affiliate or to a successor in a merger, acquisition or sale of substantially all of the relevant business, on notice to the other party. A successor to Provider must honor Section 5.2 and Section 5.4.
16.4Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
16.5Compliance. Each party will comply with anti-bribery laws (including the US Foreign Corrupt Practices Act) and export-control and sanctions laws that apply to it.
16.6Publicity. Neither party will use the other's name or logo publicly without consent, except that Provider may list Customer as a customer after the first paid month unless Customer opts out in writing.
16.7Independent contractors. The parties are independent contractors. Nothing creates a partnership, agency, joint venture or employment relationship.
16.8Entire agreement and order of precedence. This Agreement, the Order Forms, the DPA, any BAA and the Schedules are the entire agreement and supersede prior agreements on their subject. If they conflict, the order of precedence is: the BAA (for protected health information); the DPA (for personal data); the Order Form (as limited by Section 2.2); this Agreement; the Schedules. Purchase-order terms are void.
16.9Amendment, waiver and severability. Amendments must be in writing and signed by both parties, except Provider may update the Schedules and DPA on 30 days' notice for changes that do not materially reduce Customer's protections. A waiver must be in writing. If a provision is unenforceable, it will be enforced to the maximum extent possible and the rest remains in effect.
16.10Counterparts and electronic signature. This Agreement and Order Forms may be signed in counterparts and electronically.
A.1 What ROADTRUTH does. ROADTRUTH reads vehicle telemetry, fault codes and service records and produces vehicle health scores, maintenance predictions, alerts and reports for Customer's fleet.
A.2 Billing unit. ROADTRUTH is billed per Connected Vehicle per month (Section 1.1), including a vehicle that sends no telemetry in that month. Customer may ask Provider in writing to remove a vehicle it no longer wants counted; the vehicle stops counting from the next monthly bill.
A.3 Read-only access. ROADTRUTH reads Connected Accounts and cannot change anything in them. For Motive, the scopes are companies, vehicles, fault codes, vehicle locations and ELD devices, read-only.
A.4 Fleet separation. Each customer's vehicles, telemetry, predictions and service records are visible only to that customer's Authorized Users.
A.5 Pairing with ROADWORTHY. If a Driver on Customer's fleet uses ROADWORTHY and chooses to pair with a vehicle, ROADTRUTH may show that vehicle's driver readiness band (for example "ready / check in / rest") and nothing more. No readings, diagnoses or other Driver Data are shown in ROADTRUTH.
A.6 Service intake. Customer may submit service records by upload or through Provider's WhatsApp intake. Customer is responsible for removing personal information about third parties (for example shop staff) that it does not need to send.
A.7 Retention. Raw telemetry is kept for 13 months and then rolled up into daily summaries. Predictions and their outcomes are kept for the life of the account so that the prediction record stays accurate.
B.1 What ROADWORTHY does. ROADWORTHY is a driver-owned health and readiness program: a voice Co-Driver, Readiness Score, medical-card runway, movement and sleep programs, family check-ins, Harbor support, connections to DoktorConnect engines, and video visits with independent clinicians.
B.2 Billing unit and tiers. ROADWORTHY is billed per Connected Driver per month at the tier in the Order Form or, for self-serve plans, the tier Customer selects in the fleet console:
| Tier | US list price per Connected Driver per month | Includes |
|---|---|---|
| Road | $9.99 | Video visits with licensed clinicians, Co-Driver, Readiness Score, medical-card runway, MOVE, journal, Home link, Harbor, SleepIQ and My Truck |
| Road Plus | $12.99 | Everything in Road, plus Otivo (hearing), OCIVO (vision), ORTIVO assessment, KidneyIQ and HeartIQ |
| Road Complete | $14.99 | Every DoktorConnect engine, device sync and the care-team console |
B.3 Never gated. Harbor support, crisis guidance, injury reporting, emergency calling, the motion lock and hands-free mode are available on every tier and continue during any billing suspension.
B.4 What Customer sees. Customer's safety office sees: office-level Aggregate Reports (for example readiness distribution and medical-card runway counts); participation counts; broadcasts it sends; and injury reports Drivers file. Any Aggregate Report cell describing fewer than 10 Drivers is suppressed.
B.5 What Customer never sees. An individual Driver's readings, diagnoses, screening results, Ready Mindset results, journal, conversations, video visits or care-team notes.
B.6 Upgrades by Drivers. A Driver may buy a higher tier, devices, custom insoles or other add-ons for themselves. Those purchases are between Provider and the Driver, and Section 4.9 applies to tier upgrades.
B.7 Rewards. Points earned in ROADWORTHY have no cash value, cannot be bought, sold or transferred, and are redeemable only as Provider's rewards terms allow. Customer-funded rewards are Customer's responsibility for tax reporting.
B.8 Fleet duty clock. Where Customer's trucks have no ELD, ROADWORTHY can time driving from the Driver's phone or from Customer's tracker under Customer's duty policy. This is a wellness and fatigue aid. It is not an electronic logging device and does not satisfy any hours-of-service recording rule.
C.1 Support. Email support at joseph@josmolgroup.com, 8 am to 6 pm US Mountain Time, Monday to Friday, excluding US federal holidays. First response targets: urgent (Service unavailable or security issue) 4 business hours; other issues 1 business day.
C.2 Availability target. Provider targets 99.5% monthly availability for the Customer console and Driver app, excluding scheduled maintenance announced 48 hours ahead, Third-Party Service outages, and Customer-caused issues.
C.3 Service credit. If availability falls below the target in a month for a paid enterprise order, Customer may request a credit of 5% of that month's fees for that Service for each full 1% below target, up to 25%. Customer must request the credit within 30 days after the month ends. Credits are Customer's sole remedy for missed availability.
A customer accepts this Agreement by clicking to agree when installing a Service from an app marketplace or our website, or by signing an Order Form that references it. The version in effect on that date applies, subject to Section 16.9.