Summary: These Terms govern your use of Flux Auto's hardware retrofit kits, the Odin AI platform, fleet management software, and any related professional services. This is a commercial agreement — if you are entering into these Terms on behalf of a company, you represent that you have authority to bind that company.
Definitions
Throughout these Terms, the following definitions apply:
- "Flux Auto," "we," "us," or "our" means Flux Auto, Inc., a Delaware corporation with principal offices in Houston, Texas.
- "Customer" or "you" means the individual or legal entity entering into these Terms and any Order Form.
- "Services" means the Odin hardware retrofit kits, Odin AI software platform, fleet management dashboard, professional installation services, and any support services provided by Flux Auto.
- "Odin Platform" means the proprietary AI autonomy software, including the perception engine, navigation stack, SLAM system, and fleet dashboard, operated by Flux Auto and accessed by Customer.
- "Hardware" means any physical sensor arrays, edge compute units, drive control modules, or accessory components supplied by Flux Auto and installed on Customer's vehicles.
- "Vehicle(s)" means forklifts, pallet movers, or other industrial vehicles owned or operated by Customer onto which Hardware is installed.
- "Facility" means the physical premises where Customer operates the Vehicles and where Flux Auto performs deployment services.
- "Order Form" means a written agreement or purchase order between Flux Auto and Customer specifying the scope, pricing, and delivery terms of Services.
- "Confidential Information" means any non-public technical, business, or operational information disclosed by either party to the other in connection with the Services.
Acceptance of Terms
By signing an Order Form, accessing the Odin Platform, or allowing Flux Auto personnel to perform installation services at your Facility, you confirm that you have read, understood, and agree to be bound by these Terms of Service and any Order Form.
If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Services.
These Terms apply alongside — and do not replace — any separately executed Master Service Agreement, Software License Agreement, or Order Form. In the event of a conflict between these Terms and a separately executed agreement, the separately executed agreement shall prevail.
Services & Scope
Flux Auto will provide the Services described in the applicable Order Form, which may include one or more of the following:
- Supply and delivery of Odin hardware retrofit kits
- On-site installation and commissioning of Hardware onto Customer's Vehicles
- LiDAR-based facility mapping and AI calibration
- Supervised autonomous operation onboarding and handover
- Access to the Odin fleet management dashboard (web and mobile)
- Remote monitoring, software updates, and ongoing technical support
Flux Auto's Services are designed for use in controlled indoor environments including warehouses, manufacturing plants, and distribution centres. Use in uncontrolled outdoor environments, on public roads, or in any application not expressly contemplated by the Order Form is not permitted without Flux Auto's prior written consent.
The Odin Platform is provided as a software-as-a-service ("SaaS") offering. Flux Auto retains all right, title, and interest in and to the platform and reserves the right to update, modify, or discontinue features with reasonable notice.
Customer Obligations
Customer is responsible for ensuring that its use of the Services complies with all applicable laws and the following obligations:
Customer must ensure the Facility meets the minimum technical requirements communicated by Flux Auto prior to deployment, including adequate Wi-Fi network coverage, suitable floor surfaces, and appropriate ceiling clearance for LiDAR operation.
Customer must ensure that all personnel who operate, supervise, or work in proximity to autonomous Vehicles have received adequate safety training, including familiarity with emergency stop procedures. Flux Auto will provide training materials and an onboarding session as part of deployment.
Customer must provide Flux Auto personnel with safe and timely access to the Facility and Vehicles as reasonably required for installation, calibration, maintenance, and support. Customer must not obstruct, reverse-engineer, modify, or tamper with any Hardware or Software.
Customer must provide accurate and complete information about the Facility layout, Vehicle fleet, intended use cases, and any relevant safety considerations. Flux Auto's ability to deliver the Services safely and effectively depends on the accuracy of this information.
Important: Customer is and remains solely responsible for the overall safety management of its Facility. Flux Auto's safety systems are designed to assist and augment — they do not replace the Customer's own safety obligations under applicable occupational health and safety laws.
Intellectual Property
All software, algorithms, models, firmware, documentation, trade secrets, and other intellectual property embodied in the Odin Platform and Hardware are and remain the exclusive property of Flux Auto, Inc. These Terms do not grant Customer any ownership rights in Flux Auto's intellectual property.
Customer is granted a non-exclusive, non-transferable, revocable licence to access and use the Odin Platform solely for Customer's internal business operations at the Facility(ies) specified in the Order Form, for the duration of the subscription term.
Customer retains ownership of all operational data generated at its Facility ("Customer Data"). Flux Auto may use aggregated, anonymised, and de-identified Customer Data to improve the Odin Platform and develop new features, provided such use does not identify Customer or expose Confidential Information.
If Customer provides suggestions, feedback, or ideas regarding the Services, Flux Auto may use such feedback without restriction and without compensation to Customer.
Safety & Compliance
The Odin Platform is designed to comply with applicable safety standards including OSHA 29 CFR Part 1910.178 and EN ISO 3691-4. However, Customer remains solely responsible for ensuring that its overall operation — including the use of autonomous Vehicles — complies with all applicable federal, state, and local laws, regulations, and industry standards.
- Customer must conduct its own risk assessment before deploying autonomous Vehicles in any new Facility area or workflow.
- Customer must maintain functioning emergency stop mechanisms on all Vehicles and ensure personnel are trained to use them.
- Customer must promptly report any safety incidents, near-misses, or unexpected Vehicle behaviour to Flux Auto's support team.
- Customer must not disable, bypass, or override safety features of the Odin Platform without Flux Auto's written authorisation.
- Customer must maintain all Hardware in good condition and follow Flux Auto's maintenance guidelines.
Flux Auto maintains a zero-incident safety record across all live deployments. Our safety architecture is designed with multiple redundant layers. That said, no autonomous system is infallible — your safety culture and procedures remain your first line of defence.
Fees & Payment
Fees for the Services are set out in the applicable Order Form. Unless otherwise specified:
- Hardware fees are due prior to or upon delivery, as specified in the Order Form.
- Installation and professional service fees are due upon completion of the deployment milestone described in the Order Form.
- Subscription and SaaS platform fees are billed monthly or annually in advance, as elected by Customer.
- All fees are exclusive of applicable taxes, which Customer is responsible for paying.
Invoices not paid within 30 days of the invoice date will accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). Flux Auto reserves the right to suspend access to the Odin Platform for overdue accounts after providing 10 days' written notice.
Flux Auto may update subscription pricing with 60 days' advance written notice. Price changes will take effect at the start of the next renewal period following the notice period.
Warranties & Disclaimers
Flux Auto warrants that: (a) the Hardware will be free from material defects in materials and workmanship for 12 months from delivery ("Hardware Warranty Period"); (b) the Odin Platform will perform materially in accordance with its published documentation during the subscription term; and (c) Flux Auto will perform all professional services in a professional and workmanlike manner.
For warranty claims during the Hardware Warranty Period, Flux Auto will, at its option, repair or replace the defective Hardware at no additional charge. This warranty does not cover damage caused by misuse, unauthorised modification, accident, or normal wear.
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." FLUX AUTO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.
Flux Auto does not warrant that the Services will be uninterrupted, error-free, or free of security vulnerabilities, or that any defects will be corrected within any particular timeframe.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- FLUX AUTO'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO FLUX AUTO IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.
Exceptions: The above limitations do not apply to: (i) death or personal injury caused by gross negligence or wilful misconduct; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be excluded or limited by applicable law.
Indemnification
Customer agrees to indemnify, defend, and hold harmless Flux Auto, its officers, directors, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:
- Customer's breach of these Terms or any Order Form
- Customer's violation of applicable law or regulation
- Customer's negligence, wilful misconduct, or failure to follow Flux Auto's safety guidelines
- Any modification, combination, or use of the Services in a manner not authorised or contemplated by these Terms
- Claims by Customer's employees, contractors, or visitors arising from incidents at Customer's Facility
Flux Auto will indemnify Customer against third-party claims alleging that the Odin Platform, as provided and used in accordance with these Terms, infringes a valid patent, copyright, or trade secret, subject to Customer promptly notifying Flux Auto of the claim and cooperating in the defence.
Term & Termination
These Terms commence on the date of the Order Form and continue for the initial subscription term specified therein, after which they automatically renew for successive one-year periods unless either party gives 60 days' written notice of non-renewal.
Either party may terminate these Terms immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or liquidation proceedings.
Upon termination or expiry: (i) Customer's access to the Odin Platform will be suspended; (ii) Customer must return or destroy all Flux Auto Confidential Information; (iii) Customer may retain the Hardware, but Flux Auto has no obligation to provide continued software support; and (iv) all accrued payment obligations survive termination.
Sections 5 (Intellectual Property), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Governing Law) survive any termination or expiry of these Terms.
Governing Law & Disputes
These Terms are governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict-of-laws principles.
Any dispute arising out of or relating to these Terms that cannot be resolved by good-faith negotiation will be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Houston, Texas. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.
Changes to Terms
Flux Auto reserves the right to update these Terms at any time. We will notify you of material changes by: (a) posting the revised Terms at fluxauto.ai/terms with an updated "Last updated" date; and (b) sending an email to the primary contact on your account at least 30 days before the changes take effect.
Your continued use of the Services after the effective date of updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must notify Flux Auto in writing and cease using the Services.
Contact
For any questions about these Terms, please contact:
Flux Auto, Inc.
Houston, Texas, United States
General: contact@fluxauto.ai
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