Terms & Conditions
Last Updated: December 7, 2025
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Introduction
These Terms & Conditions (the “Terms”) govern access to and use of the Groundhog platform, software, APIs, documentation, websites, and related services (collectively, the “Groundhog Services”). By creating an account, executing an order, or otherwise accessing the Groundhog Services, you agree on behalf of yourself and any entity you represent (collectively, “you” or “Client”) to be legally bound by these Terms.
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Definitions
“Groundhog” refers to the company operating the Groundhog Services ("Company Legal Name"). “Account” means the credentialed profile enabling access. “Content” means any text, images, data, code, or materials provided via the Groundhog Services. “Client Data” means data you submit to the Groundhog Services. “Groundhog Services” includes hosted application modules for fleet, rental, and delivery operations and supporting infrastructure.
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Acceptance & Eligibility
You represent that you are at least the age of majority in your jurisdiction and have authority to bind the entity on whose behalf you use Groundhog. Use by competitors for benchmarking without prior written consent is prohibited.
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Accounts & Security
Credentials, API keys, and access tokens issued by Groundhog are confidential. You are responsible for safeguarding access and promptly notifying Groundhog of any unauthorized use or breach. Groundhog may suspend access to preserve security or system integrity.
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Use of the Services
Subject to these Terms, Groundhog grants you a limited, non-exclusive, non-transferable right to use the Groundhog Services for lawful internal business purposes. You will not: reverse engineer, resell without authorization, misuse rate limits, interfere with multi-tenant isolation, or access undocumented endpoints. Uptime targets are goals, not guarantees; scheduled or emergency maintenance may occur.
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Fees & Payment
Subscription fees, usage charges, taxes, and any applicable overages are due per agreed ordering documents. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. You authorize Groundhog to invoice or automatically charge payment methods provided.
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Intellectual Property
Groundhog and its licensors retain all right, title, and interest in and to the Groundhog Services, including software, designs, logos, and associated intellectual property. Except for the limited license expressly granted, no rights are conveyed. You grant Groundhog a worldwide, royalty-free license to host, process, transmit, and display Client Data solely to provide and improve the Groundhog Services.
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Client Data & Backups
You retain ownership of Client Data. Groundhog implements commercially reasonable safeguards and backup routines but does not guarantee that lost data can be restored in every scenario. You are responsible for exporting critical Client Data at regular intervals.
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Third-Party Services
Integrations or links to third-party services (e.g., telematics, payment gateways, analytics) are provided “as is.” Groundhog does not control third-party services and disclaims liability for their acts, omissions, or data handling. Use of third-party services is governed solely by their terms.
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Warranties & Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE GROUNDHOG SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON‑INFRINGEMENT. Groundhog does not warrant uninterrupted, error-free, or fully secure operation, nor that analytics or outputs will meet specific business outcomes.
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Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GROUNDHOG’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE FEES PAID OR PAYABLE BY YOU TO GROUNDHOG IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT WILL GROUNDHOG BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.
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Indemnification
You will indemnify and hold harmless Groundhog, its affiliates, and their respective officers, directors, employees, and agents from any claim, demand, loss, or damage arising out of (a) your use of the Groundhog Services, (b) Client Data, or (c) breach of these Terms.
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Termination
Either party may terminate for material breach not cured within thirty (30) days of written notice. Groundhog may terminate immediately for misuse or legal risk. Upon termination, your access ceases and you must cease all use. Groundhog will make a commercially reasonable export of Client Data available for thirty (30) days unless prohibited by law.
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Governing Law & Dispute Resolution
These Terms are governed by the laws of Jurisdiction, excluding conflicts of law principles. The parties will attempt good-faith informal resolution before binding arbitration in the specified jurisdiction. Venue and language will be English.
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Changes to Terms
Groundhog may modify these Terms by posting an updated version with effective date. Material changes become effective thirty (30) days after notice (email or in-product). Continued use after the effective date constitutes acceptance.
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Contact
Questions regarding these Terms should be directed to: Company Legal Name, Registered Address, Contact Email.