Terms and Conditions

1. Our agreement with you

These Terms apply to everyone who uses our website, platform, mobile app, APIs and services (together, the “Services”). If you have also signed a separate agreement, order form or master services agreement with us (a “Client Agreement”), the Client Agreement controls wherever it conflicts with these Terms. Otherwise, these Terms are the entire agreement between you and Toll Optics for the Services.

2. Eligibility and accounts

The Services are intended for businesses and business users who are at least 18 years old and operate in the United States. You agree to give us accurate registration information, keep your credentials confidential, and remain responsible for everything done under your account. Tell us promptly if you suspect unauthorized use. We may decline or close any account at our discretion.

3. The Services

Toll Optics provides toll and violation management for fleet, rental, leasing and dealership operators. Depending on your plan, the Services may include vehicle enrollment on toll accounts or plate-based coverage, toll payment, transaction auditing, deadline tracking, reporting, rental-period matching, billing and collection from your customers, remittance, and weigh station and bypass visibility.

Coverage varies by toll authority, road and region, and not every agency or payment method is supported at all times. We may add, change or discontinue features, and any beta features are provided as is. Ask us to confirm coverage for the agencies you drive on.

4. Free toll audit

The free audit is an informational review of the toll statements and data you provide. Findings are based only on that data and are estimates. The audit does not predict future savings, does not obligate you to buy anything, and does not obligate us to provide any services. You confirm you have the right to share the data you submit. The audit is not legal, tax or accounting advice. We may decline or stop an audit at any time.

5. Your responsibilities

You agree to:

• give us accurate, complete and current information, including vehicles, plates, rental or lease records, check-out and return times, contact details and payment methods;
• tell us promptly when vehicles are added, removed, sold or re-plated, because tolls on vehicles we do not know about cannot be covered;
• maintain agreements with your customers that clearly disclose toll charges and any fees, and that allow billing and the sharing of data needed to provide the Services;
• make sure any fees you charge your customers are permitted by law;
• provide the notices and obtain the consents required to share your customers’ personal information with us and with toll authorities;
• cooperate with violation resolution by providing documents and information on request; and
• comply with all laws that apply to your business and your use of the Services.

6. Our authorization to act for you

You authorize Toll Optics, as your limited agent, to enroll your vehicles with toll authorities and accounts; pay tolls; receive and respond to toll notices; submit evidence and request fee reductions or liability reassignment; communicate with toll authorities; invoice and collect from your customers and remit funds as agreed; and use the payment methods you provide. This does not create a partnership, joint venture or employment relationship. Unless these Terms or a Client Agreement say otherwise, you remain the registered owner or lessee and remain responsible for tolls and violations on your vehicles.

7. Fees, payments and remittance

What you pay. You agree to pay (a) tolls and agency charges we pay or incur on your behalf (“Toll Charges”), (b) our service fees under your Client Agreement, order form or posted pricing (“Fees”), and (c) applicable taxes. We may invoice you or charge the payment method on file, and you authorize those charges. Invoices are due on receipt or by the due date shown on the invoice.

Late payments. Overdue amounts accrue interest at 1.5% per month or the highest rate the law allows, whichever is lower, and you will pay our reasonable costs of collection, including attorneys’ fees. We may suspend the Services for non-payment.

Disputes. Tell us in writing about any invoice dispute, with supporting detail, within 30 days of the invoice date. You must pay undisputed amounts on time. We may set off amounts you owe us against funds we would otherwise remit to you.

Payment processing. Card and bank payments are handled by third-party processors such as Stripe, under their terms. We do not store full card numbers. You are responsible for chargebacks, reversals and processing fees caused by your accounts or customers.

Remittance. Amounts we collect from your customers are remitted to you net of Fees, processing costs, refunds, chargebacks and amounts you owe us, on the schedule in your Client Agreement. We may delay or withhold remittance when reasonably necessary because of a dispute, suspected fraud or a legal requirement.

Collection risk. We do not guarantee that your customers will pay. Unless your Client Agreement says otherwise, you remain responsible for Toll Charges we paid on your behalf that are not recovered.

8. Billing your customers

We bill your renters, lessees or drivers on your instructions. You are responsible for the accuracy of rental periods and contract terms you provide, for the fees you choose to charge, and for the legality and disclosure of those fees under the laws where you operate. We do not review those fees for legal compliance and we rely on your instructions. Disputes about the rental or lease itself are between you and your customer.

Liability reassignment to a renter or lessee is available only where state and agency rules allow it. It depends on the evidence and timing involved and on the toll authority’s decision. We do not guarantee that any agency will accept a reassignment or reduce any charge.

9. Violations, notices and deadlines

We use commercially reasonable efforts to track agency deadlines, respond to notices, request fee reductions and review why violations occur. Outcomes are in each agency’s discretion and we do not guarantee any result. Unless a Client Agreement says otherwise, you remain responsible for violations, fines, penalties and fees imposed on your vehicles, including those that arise before a vehicle is enrolled, from inaccurate or late information, or from agency decisions.

10. No guarantee of results

Statements about possible savings, recoveries or reductions in violations, on our website or in sales materials, are estimates and examples, not promises. Results vary with your fleet, routes, agencies and the quality of your data.

11. Third-party data and services

The Services depend on toll authorities, telematics and ERP providers, payment processors, cloud, email and messaging providers, and other third parties we do not control. We are not responsible for their acts, errors, outages or policy and rate changes. Toll data can be delayed, incomplete or corrected by agencies after the fact. Links to third-party sites are provided for convenience and do not mean we endorse them.

12. Integrations, API and mobile app

We grant you a limited, revocable, non-exclusive, non-transferable license to use our APIs, dashboards and mobile app for your internal business purposes while your account is active. Keep API keys secret, follow our documentation and rate limits, and do not sublicense or resell access without our written agreement. Mobile app downloads are also subject to the app store’s terms; Apple and Google are not parties to these Terms.

13. Acceptable use

You may not:

• break the law or submit false, misleading or unauthorized data;
• use the Services to evade tolls or to support unlawful activity;
• access the Services without authorization, or use bots, scrapers or automated means except through our APIs;
• reverse engineer, decompile or copy the Services, or use them to build a competing product;
• probe, scan or test the security of the Services without our written permission;
• introduce malicious code or interfere with the Services or other users; or
• resell or provide the Services to third parties without our written agreement.

We may investigate violations and suspend access while we do.

14. Your data

As between you and us, you own the data you submit (“Client Data”). You grant us a license to host, process, transmit, display and share Client Data with toll authorities and service providers as needed to provide the Services and comply with law. We may also create de-identified, aggregated data that does not identify you or any individual, and use it to operate, secure and improve the Services.

You confirm you have the rights, notices and consents needed to give us Client Data. Our Privacy Policy explains how we handle personal information, and where we process your customers’ personal information on your behalf, we do so on your instructions. We use commercially reasonable administrative, technical and physical safeguards, but no system is completely secure, and you are responsible for your own credentials and systems. After termination, you may ask us to export your data within 30 days. After that we may delete it, subject to retention needed for legal, dispute and backup purposes.

15. Confidentiality

Each party will protect the other’s non-public information, such as pricing and technical documentation, using reasonable care and use it only to perform or use the Services. This does not cover information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from a third party. A party may disclose information when legally required, after giving notice where permitted. These duties continue for three years after termination, and for trade secrets as long as they remain trade secrets.

16. Intellectual property

Toll Optics and its licensors own the Services, software, documentation, website content, and the Toll Optics name, logos and marks, which are trademarks of Toll Optics, LLC. These Terms give you no rights in them except the limited licenses stated here. You may not use our marks without our written permission. If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free right to use them without obligation to you.

17. Text messaging terms

If you opt in, we may send text messages about service notifications, account updates, alerts and, with your consent, offers. Consent is not a condition of any purchase. Message frequency varies, and message and data rates may apply. Reply STOP to cancel or HELP for help, or contact us using the details below. Carriers are not liable for delayed or undelivered messages. Mobile information is not shared with third parties for their marketing purposes. See our Privacy Policy for details.

18. Term, suspension and termination

You may stop using the Services at any time. Unless your Client Agreement provides otherwise, either party may end the relationship on 30 days’ written notice. We may suspend or terminate access immediately for breach, non-payment, suspected fraud or unlawful use, or if required by law, a toll authority or a payment processor.

On termination, amounts due become payable and we may continue to process, pay and collect Toll Charges incurred through the termination date. Our coverage of your vehicles ends, so you must arrange alternative coverage to avoid violations; we are not responsible for violations after termination. Sections that by their nature should survive will survive, including payment, data, confidentiality, intellectual property, disclaimers, liability, indemnity and dispute terms.

19. Disclaimers

The website and the Services are provided “as is” and “as available.” To the fullest extent permitted by law, Toll Optics disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Services will be uninterrupted, error-free, secure or accurate.

Website materials may contain technical, typographical or photographic errors, may be changed at any time without notice, and are not guaranteed to be accurate, complete or current. Nothing we provide is legal, tax, accounting or financial advice, so consult your own advisors.

20. Limitation of liability

To the fullest extent permitted by law, Toll Optics, its affiliates, members, officers, employees, agents and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data or goodwill, even if advised of the possibility.

Our total liability for all claims relating to the Services will not exceed the Fees you paid to Toll Optics in the 12 months before the event giving rise to the claim, excluding Toll Charges and other pass-through amounts. For website use without a paid account, the limit is $100.

These limits apply to every legal theory, including negligence, and are an essential basis of our bargain. Toll Charges, fines and penalties remain your responsibility as described in these Terms. Some jurisdictions do not allow certain limits, so they may not apply to you in full. Any claim must be brought within two years after it arises.

21. Indemnification

You will defend, indemnify and hold harmless Toll Optics, its affiliates and their members, officers, employees and agents from claims, damages, fines, penalties and costs, including reasonable attorneys’ fees, arising from: your Client Data or instructions; claims by your customers about tolls, fees, rental or lease terms or your billing practices; your violation of these Terms or the law; or your negligence or willful misconduct. We will give you prompt notice of a claim and reasonable cooperation, and we may participate with our own counsel.

22. Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules. Before filing a claim, you and we will try to resolve the dispute informally for 30 days after written notice, except for requests for injunctive relief. After that, you agree to the exclusive jurisdiction of the state and federal courts located in Texas.

To the extent permitted by law, each party waives the right to a jury trial, and all claims must be brought individually and not as a plaintiff or class member in any class or representative action.

23. Changes to these Terms

We may update these Terms by posting the new version with a new effective date. For material changes that affect paying clients, we will give notice by email or in the platform. By continuing to use the Services after a change takes effect, you accept it. A Client Agreement can be changed only in a writing signed by both parties.

24. General

These Terms and any Client Agreement are the entire agreement on this subject. If a provision is unenforceable, the rest remains in effect. Failing to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in a merger, acquisition or sale of assets. There are no third-party beneficiaries, and the parties are independent contractors. Neither party is liable for delays caused by events beyond its reasonable control. We may give notices by email, in the platform or by posting on the website, and you agree to receive them electronically. The Services are operated from the United States and intended for use in the United States.

25. Contact us