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Terms of service

Last Updated: October 1, 2026

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 22), LIMITS ON OUR LIABILITY (SECTION 15), AND YOUR RESPONSIBILITY FOR ALL ACCOUNT ACTIVITY (SECTIONS 4.3 AND 8).

By purchasing, installing, activating, subscribing to, accessing, or using any OTR Performance hardware, software, firmware, mobile application, website, cloud service, or support services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services. You may return unused hardware within sixty (60) days of delivery for a full refund of the hardware price, as Section 21.9 describes.

Arbitration notice and class action waiver. These Terms contain a binding arbitration agreement and a class action waiver in Section 22 that affect your legal rights. You may opt out of arbitration within thirty (30) days of first accepting these Terms, as described in Section 22.7.

Table of contents

1. Agreement to these Terms

2. Definitions

3. Our Services

4. Eligibility, account registration, and security

5. Order Forms, purchases, and installation

6. License grant, intellectual property, patents, and feedback

7. Acceptable use and prohibited conduct

8. Safety, Vehicle Commands, and Vehicle Setting Changes

9. Customer responsibilities and compliance obligations

10. Privacy, data protection, location data, and communications

11. Customer Data ownership, data rights, and data retention

12. Confidentiality

13. Third-party services, app stores, and connectivity

14. Warranty disclaimers

15. Limitation of liability

16. Assumption of risk

17. Indemnification

18. Emissions and regulatory compliance

19. AI and automated guidance disclaimers

20. Hardware warranties

21. Subscriptions, payment, taxes, auto-renewal, and returns

22. Dispute resolution, arbitration, and class action waiver

23. Governing law, venue, jury trial waiver, and time limits

24. Export compliance

25. Service modifications, updates, and discontinuation

26. Suspension, term and termination, and survival

27. State and province specific notices

28. Electronic communications, E-SIGN, SMS, and Acknowledgments

29. General provisions

30. Publicity and marketing

31. Contact information

1. Agreement to these Terms

1.1 Acceptance. These Terms of Service ("Terms") form a legally binding agreement between the business or individual that holds the account or signs the Order Form ("Customer," "you," or "your") and OTR Performance, Inc. ("OTR Performance," "we," "us," or "our"), a Michigan corporation, governing your access to and use of our Services.

1.2 Scope. These Terms apply to all of the following (collectively, the "Services"):

  • (a) the OTR Diagnostics mobile application and OTR Link hardware.
  • (b) the OTR Remote hardware, firmware, cloud platform, dashboard, and any companion applications.
  • (c) OTR Cloud and OTR Assist features.
  • (d) our websites, including otrperformance.com and cloud.otrperformance.com.
  • (e) any application programming interface (API) we make available.
  • (f) any other OTR hardware, software, or service, including the OTR Reset Tool.
  • (g) all related documentation, updates, and support.

1.3 Authority and users. If you accept these Terms on behalf of a business or other legal entity, you represent that you have authority to bind that entity, and "you" means that entity. Authorized Users agree, for themselves, to keep their credentials confidential, to follow Section 7, and to follow Sections 8.3, 8.6, 8.10, and 8.15 when they use Vehicle Features. They use the Services on the Customer's behalf.

1.4 Changes to these Terms. We may change these Terms by posting the updated Terms with a new "Last Updated" date. If a change is material, we will notify you by email, in the app, or in the dashboard at least thirty (30) days before it takes effect, except that a change needed for legal, safety, or security reasons may take effect sooner. We may require you to accept the updated Terms before you continue using a Service. If you keep using the Services after a change takes effect, you accept the updated Terms. If you do not agree, you must stop using the affected Services before the change takes effect. If a change materially reduces the Services or your rights, you may end the affected Subscription by written notice within thirty (30) days after we notify you, Section 21.6 will not apply, and we will refund any prepaid fees for the rest of the term. A change does not apply to a dispute that arose before the change took effect.

1.5 Additional terms. If we offer a Service with additional terms, we will show them to you before you use it, and they will be part of these Terms. For Business Customers, our Data Protection Addendum is also part of these Terms, as Section 10.6 describes.

1.6 Priority of documents. If you and we sign a separate written agreement or an Order Form that expressly states that it supersedes these Terms, that agreement controls to the extent of the conflict, and only for the Services it covers. Terms in any purchase order, vendor registration, supplier portal, or other document you issue do not apply, even if we accept, sign, or perform under it, unless we expressly agree in a signed writing that refers to this Section 1.6.

2. Definitions

"Acknowledgment" means the confirmation an Authorized User gives in the Services before a Vehicle Command or Vehicle Setting Change is sent.

"Administrator" means an Authorized User you designate to manage users, roles, and permissions for your account.

"Account Activity" means a Vehicle Command or Vehicle Setting Change sent by a person using your account credentials. It does not include a Vehicle Command or Vehicle Setting Change caused by our systems, personnel, or software defects, or by a security incident in our systems.

"Authorized User" means an individual you authorize to access the Services, such as a fleet manager, technician, or other employee or contractor. Drivers of your Vehicles are not Authorized Users unless you give them access.

"Business Customer" means any Customer that is not a Consumer.

"Change Record" has the meaning given in Section 8.9.

"Consumer" means an individual who uses the Services primarily for personal, family, or household purposes.

"Customer Data" means all data, information, and content that you or Authorized Users upload, submit, store, generate, or transmit through the Services, including Vehicle Data and personal information. Customer Data does not include De-identified Data.

"De-identified Data" has the meaning given in Section 11.3.

"Documentation" means any user guides, manuals, knowledge base materials, in-app instructions, or other documentation we provide for the Services.

"OTR Assist" means our diagnostic assistance and guidance features that use artificial intelligence.

"OTR Cloud" means our cloud platform that stores and displays Vehicle Data, diagnostic history, and account information.

"OTR Diagnostics" means our diagnostic product consisting of the OTR Link adapter, which plugs into a Vehicle's diagnostic port and connects by Bluetooth, and the OTR Diagnostics mobile application.

"OTR Remote" means our cellular-connected fleet diagnostic and monitoring product consisting of installed hardware, firmware, cloud dashboard, and related services for remote monitoring, GPS location tracking, and, where available, Vehicle Commands and Vehicle Setting Changes.

"Order Form" means an online checkout, invoice, quote, subscription confirmation, or other ordering document that specifies pricing, term, and quantities.

"Product Limits" means the limits we place on the values, Vehicle conditions, users, or times for which a Vehicle Command or Vehicle Setting Change is offered.

"Subscription" means paid access to certain features for a specified term.

"Vehicle" means any commercial motor vehicle, truck, trailer, or equipment on which our hardware is installed or used.

"Vehicle Command" means any instruction the Services send to a Vehicle's electronic control units or other systems to perform an action, such as a forced or parked diesel particulate filter regeneration, a reset, a fault code clear, a service routine, or a test, whether sent over a cellular connection or Bluetooth.

"Vehicle Data" means data collected from or about a Vehicle through the Services, including diagnostic codes, engine parameters, sensor readings, settings, GPS location data (for OTR Remote), and operational metrics.

"Vehicle Features" means Vehicle Commands and Vehicle Setting Changes.

"Vehicle Setting Change" means any change the Services make to a value stored in a Vehicle's electronic control units, such as maximum road speed, cruise control limits, or idle shutdown time, whether sent over a cellular connection or Bluetooth.

3. Our Services

3.1 OTR Diagnostics. OTR Diagnostics is a Bluetooth-based diagnostic tool intended for on-demand diagnostic scanning, fault code reading, certain Vehicle Features (when available), live data viewing, and related informational features. Certain functionality requires an active Subscription.

3.2 OTR Remote. OTR Remote is a cellular-connected diagnostic and monitoring product that can transmit Vehicle Data to OTR Cloud, provide remote visibility and GPS location tracking, and, where a feature is available and enabled for your account, send Vehicle Commands and Vehicle Setting Changes.

3.3 Not an ELD and no cameras. The Services are not an Electronic Logging Device (ELD) as defined by the Federal Motor Carrier Safety Administration (FMCSA), do not provide ELD compliance functions, and do not provide hours of service logs. The Services do not include in-cab video or camera recording.

3.4 Availability. We use commercially reasonable efforts to keep the Services available, but we do not guarantee uninterrupted access. Outages may occur due to maintenance, updates, or events outside our control.

3.5 Feature availability. Features vary by Vehicle make, model, engine, software, and configuration, and by Subscription plan. A feature listed as supported for a type of Vehicle may not work on every Vehicle of that type.

3.6 Beta features. Features labeled beta, preview, pilot, or early access are provided "as is," may be changed or withdrawn at any time, and are not covered by any service commitment. You use them at your own risk, you release us from claims arising from them, and, subject to the last sentence of Section 15.3, our total liability for them will not exceed one hundred U.S. dollars (USD $100).

3.7 Trials and pilots. A free trial or pilot is provided "as is," and we may end it at any time. Unless you buy the hardware, you must return trial or pilot hardware within thirty (30) days after the trial or pilot ends, or pay its then-current list price.

4. Eligibility, account registration, and security

4.1 Eligibility. To use the Services, you must be at least 18 years old and have reached the age of majority where you live.

4.2 Account creation. You must provide accurate, current, and complete information and keep it updated.

4.3 Security. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account, including all Account Activity, whether or not you authorized it. You are not responsible for a Vehicle Command or Vehicle Setting Change caused by our systems, personnel, or software defects, or by a security incident in our systems. Notify us promptly of suspected unauthorized access.

4.4 Fleet Administrators. For fleet accounts, your Administrator manages users, roles, and permissions, including which Authorized Users may use Vehicle Features. You are responsible for those decisions, for removing access promptly when a person should no longer have it, and for making sure Authorized Users follow these Terms.

4.5 Additional security steps. We may require multi-factor sign-in, a particular role, or other security steps before a person may use some features, including Vehicle Features.

5. Order Forms, purchases, and installation

5.1 Orders. You may buy hardware and Subscriptions through Order Forms. Order Forms may specify term, quantities, and pricing.

5.2 Taxes and fees. Prices exclude applicable taxes unless stated otherwise. You are responsible for all taxes, duties, and governmental fees associated with your purchase, except taxes based on our net income.

5.3 Shipping and risk of loss. Title to hardware transfers upon our delivery of hardware to the carrier. Risk of loss and damage passes to you upon delivery to the carrier to the extent permitted by applicable law.

5.4 Installation. You are responsible for proper installation and removal of hardware in accordance with Documentation. Improper installation can cause Vehicle damage or safety hazards and may void warranties.

5.5 Compatibility. You are responsible for confirming Vehicle compatibility. We may provide compatibility guidance but do not guarantee compatibility with all makes, models, or configurations.

5.6 Support access. For troubleshooting, you may be asked to provide logs, screenshots, or temporary access credentials. You authorize us to access and process Customer Data as reasonably necessary to provide support.

6. License grant, intellectual property, patents, and feedback

6.1 License grant. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes and in accordance with Documentation. Firmware and software embedded in our hardware are licensed, not sold, and may be used only with that hardware.

6.2 Restrictions. You will not, and will not permit others to, do any of the following:

  • (a) sell, rent, lease, sublicense, or distribute the Services.
  • (b) reverse engineer, decompile, or attempt to derive source code, except to the extent applicable law expressly permits despite this restriction.
  • (c) interfere with or bypass security, Product Limits, Vehicle condition checks, or Acknowledgments.
  • (d) use the Services to build a competing product, or access the Services to copy their features, functions, or design.
  • (e) remove proprietary notices.
  • (f) use the Services in violation of law.
  • (g) modify, replace, or tamper with the firmware of our hardware, or use our hardware to send instructions to a Vehicle other than through the Services.
  • (h) access the Services through automated means other than an API we provide for that purpose.
  • (i) if you are a Business Customer, publish or share benchmarks, performance tests, or comparisons of the Services without our prior written consent.

Nothing in this Section 6.2 limits any individual's right to share an honest review, rating, performance assessment, comparison, or opinion of the Services.

6.3 Ownership. We and our licensors retain all right, title, and interest in the Services, including all intellectual property rights.

6.4 Feedback. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or compensation.

6.5 Patents. We own U.S. Patent Nos. 11,280,284 and 11,708,781 and other intellectual property relating to vehicle diagnostics and the remote control of vehicle systems.

6.6 Trademarks. OTR PERFORMANCE is a registered trademark of OTR Performance, Inc. The OTR, OTR DIAGNOSTICS, OTR LINK, OTR RESET TOOL, and OTR CLOUD logos are registered trademarks of OTR Performance, Inc. OTR Remote, OTR Assist, and our other product names and logos are trademarks of OTR Performance, Inc. You may not use them without our written permission, except to refer accurately to our products.

6.7 No implied license. Except for the license in Section 6.1, these Terms do not grant you any right or license, by implication, estoppel, or otherwise, under any patent, trademark, copyright, or other intellectual property of OTR Performance.

6.8 Competitors. You may not use the Services if you are, or are acting for, a competitor of OTR Performance, except with our prior written consent. We may refuse or end access for a competitor at any time.

7. Acceptable use and prohibited conduct

You will not, and will not permit anyone to, use the Services to:

  • violate any applicable law or third-party rights.
  • transmit malware or harmful code.
  • access or attempt to access non-public portions of the Services.
  • scrape or harvest data from the Services except as expressly permitted.
  • interfere with service integrity or performance.
  • misrepresent your identity or your authorization to access a Vehicle.
  • stalk, harass, or unlawfully track any individual.
  • run any command, reset, or feature in a manner that is unsafe or contrary to manufacturer instructions.
  • tamper with emissions controls or install or operate defeat devices.
  • send a Vehicle Command or Vehicle Setting Change to a Vehicle you are not authorized to control.
  • disable or impair a Vehicle in a way that could endanger, pressure, or punish any person.
  • circumvent Product Limits, Vehicle condition checks, or Acknowledgments.
  • share credentials or allow any person to use the Services under another person's account.

We may suspend or terminate access, including access to Vehicle Features, for violations. Where we believe there is a safety or legal risk, we may do so without notice.

8. Safety, Vehicle Commands, and Vehicle Setting Changes

IMPORTANT SAFETY WARNING: THE SERVICES ARE TOOLS FOR DIAGNOSTICS, MONITORING, AND VEHICLE SERVICE. THEY ARE NOT A SAFETY SYSTEM, THEY DO NOT DRIVE OR OPERATE A VEHICLE, AND THEY ARE NOT A SUBSTITUTE FOR SAFE DRIVING, A QUALIFIED TECHNICIAN, OR THE VEHICLE MANUFACTURER'S PROCEDURES. YOU DECIDE WHETHER AND WHEN TO SEND ANY VEHICLE COMMAND OR VEHICLE SETTING CHANGE, AND YOU ARE RESPONSIBLE FOR ITS RESULTS.

8.1 What the Services are. The Services give you information about your Vehicles and, where a feature allows it, let you send Vehicle Commands and Vehicle Setting Changes. The Services are an aid for fleets and technicians. Have a qualified technician verify any issue before you operate a Vehicle or perform repairs. Never rely on the Services to warn you before acting to avoid harm.

8.2 Command risks. Vehicle Features send instructions to Vehicle systems. Improper use can cause Vehicle damage, fire hazards, safety malfunctions, voided warranties, or regulatory violations. You assume all risk associated with all Account Activity.

8.3 Regeneration safety. Forced and parked regeneration can produce extremely high exhaust temperatures. Before starting a regeneration, including remotely, you must make sure the Vehicle is parked in a safe location, clear of people, buildings, and anything that can burn, and that a person responsible for the Vehicle knows the regeneration is happening and can respond if something goes wrong. Follow manufacturer guidance.

8.4 Not for real-time safety-critical applications. Do not rely on the Services for collision avoidance, emergency response, or any use where failure could cause death, serious injury, or severe property damage.

8.5 GPS and connectivity limitations. GPS and cellular connectivity can be inaccurate or unavailable. Do not rely solely on location data for emergency response or safety-critical decisions.

8.6 Acknowledgment. Before each Vehicle Command or Vehicle Setting Change is sent, the person sending it must confirm, by an Acknowledgment in the Services, that they are authorized to do so and that the command or new value is lawful and safe for where and how the Vehicle operates. Each Acknowledgment is an electronic signature on your behalf and binds you. We record which version of the Acknowledgment was given.

8.7 Your decision. You and your Authorized Users decide every Vehicle Command and Vehicle Setting Change, including the Vehicle, the value, and the time. We send them at your direction, as your tool. We do not decide whether a Vehicle Command or Vehicle Setting Change is appropriate, lawful, or safe for your Vehicle or your operation, and we have no obligation to monitor how you use Vehicle Features.

8.8 Vehicle conditions and delivery. Some Vehicle Features work only when the Vehicle is in a required condition, for example, key on and engine off, or parked with the engine running. A Vehicle Command or Vehicle Setting Change may be delayed, may not be delivered, may be rejected or changed by the Vehicle, or may be carried out later than you expect, for example, when connectivity returns.

8.9 Change Records. We record each Vehicle Command and Vehicle Setting Change, including the user, account, Vehicle, feature, previous and new value where there is one, time, the Acknowledgment given, and the result the Vehicle reported (each, a "Change Record"). You consent to these records. We may use Change Records to provide and secure the Services, resolve disputes, respond to lawful requests, and enforce these Terms, and we keep them for as long as needed to establish, exercise, or defend legal claims, and as the law requires.

8.10 Tell the driver. Before or promptly after any Vehicle Setting Change that affects how a Vehicle drives, such as a road speed or cruise control change, you must tell the driver or other person responsible for that Vehicle.

8.11 Manufacturer warranties and records. Vehicle Commands and Vehicle Setting Changes may affect a manufacturer's warranty, a calibration, or service records, and a manufacturer's own tools may later show or change the values you set. You are responsible for checking those effects before you act.

8.12 Settings stay in place. A Vehicle Setting Change stays in effect until it is changed again, including after the Vehicle restarts and after your Subscription ends. A Vehicle may reject, adjust, or ignore a requested value or command. A Vehicle Setting Change is complete only when the Vehicle reports the new value, and we show what the Vehicle reports.

8.13 Lawful everywhere the Vehicle operates. You are solely responsible for making sure every Vehicle Command and Vehicle Setting Change is lawful and safe everywhere the Vehicle operates, and consistent with your permits, insurance, leases, contracts, and the manufacturer's requirements. For example, Ontario and Quebec require most heavy trucks built in 1995 or later to be limited to 105 km/h, and California requires many heavy-duty diesel engines to shut down automatically after five (5) minutes of idling. These examples are not a complete list, and laws change. We do not tell you which value or command is right for your Vehicle or your operation, and any value, range, or example we show is not legal, safety, or mechanical advice.

8.14 Who may use Vehicle Features. Only Authorized Users your Administrator permits may send Vehicle Commands or Vehicle Setting Changes. You are responsible for choosing those people and for their actions. You may ask us to turn Vehicle Features off for your account or for any Vehicle, and we will do so within two (2) business days after we confirm the request.

8.15 Vehicles being driven. Do not send a Vehicle Command or Vehicle Setting Change to a Vehicle that is being driven. The Services may refuse to send a command or change until the Vehicle reports a required condition, such as being parked.

8.16 Our rights. We may refuse, limit, delay, or cancel any Vehicle Command or Vehicle Setting Change we reasonably believe is unsafe, unlawful, or outside these Terms. Where a Vehicle reports its own allowed range for a setting, we may enforce that range. We may, in our sole discretion, turn off or change Vehicle Features for any account, user, or Vehicle at any time, including without notice where we believe there is a safety, security, or legal risk.

8.17 RELEASE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME ALL RISK ARISING FROM ALL ACCOUNT ACTIVITY, AND YOU RELEASE OTR PERFORMANCE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS FROM ALL CLAIMS ARISING FROM THAT ACCOUNT ACTIVITY, EXCEPT TO THE EXTENT A CLAIM IS CAUSED BY OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

9. Customer responsibilities and compliance obligations

9.1 Authorized use. You will install and use hardware only on Vehicles you own, lease, or are authorized to equip.

9.2 Driver and employee notices. If you use OTR Remote or other features to collect location or operational data from Vehicles operated by employees or contractors, you are solely responsible for providing legally required notices and obtaining consents, and for adopting and enforcing policies regarding acceptable use and privacy.

9.3 Regulatory compliance. You are responsible for complying with the rules of the FMCSA and the Department of Transportation (DOT), state and provincial transportation laws, environmental and emissions regulations, and privacy and employment laws that apply to your operations.

9.4 Insurance. You are responsible for maintaining appropriate insurance. The Services are not insurance.

9.5 No reliance for compliance. You acknowledge that compliance obligations (including hours of service compliance) remain your responsibility and cannot be delegated to the Services.

9.6 Lawful settings. You are solely responsible for making sure every Vehicle Setting Change complies with the laws, regulations, permits, insurance requirements, contracts, and manufacturer requirements that apply everywhere the Vehicle operates, including speed limiter, idle reduction, and emissions rules.

9.7 Vehicles owned by others. If a Vehicle is owned by someone else, such as a lessor, a rental company, or an owner-operator, you must have that owner's authorization before you use Vehicle Features on that Vehicle.

10. Privacy, data protection, location data, and communications

10.1 Privacy Policy. Our Privacy Policy describes how we collect, use, and disclose personal information, including through OTR Remote and OTR Diagnostics. The Privacy Policy is a notice, not part of these Terms.

10.2 Location data. OTR Remote may collect GPS location data. You represent and warrant that you have all rights and consents to collect and process location data of Vehicles and drivers, including any workplace notice requirements.

10.3 Security. We maintain reasonable administrative, technical, and physical safeguards, appropriate to the nature of the data, that are designed to protect Customer Data. No system is completely secure, and we do not guarantee that Customer Data will never be accessed, lost, or altered without authorization. On request, and subject to confidentiality, we will provide Business Customers a summary of our security practices.

10.4 Security incidents. If we confirm unauthorized access to Customer Data in our control, we will notify you without undue delay, and within any time the law requires, with the information we reasonably have and the steps we are taking. A notice is not an admission of fault or liability.

10.5 Communications. You consent to receive service-related notices and communications electronically. Marketing communications are optional, and you can manage them in your preferences.

10.6 Data Protection Addendum. Our Data Protection Addendum, which we provide on request, is part of these Terms for every Business Customer, without a signature. It controls over these Terms for the processing of personal information it covers. Business Customers may also sign a copy.

11. Customer Data ownership, data rights, and data retention

11.1 You own your data. You own Customer Data, including data we collect from your Vehicles and devices.

11.2 How we use it. You grant us a non-exclusive, worldwide, royalty-free license, sublicensable only to our service providers, to collect, host, copy, process, analyze, transmit, and display Customer Data. We use it to provide, support, secure, maintain, and improve the Services, including to develop new features of the Services, to comply with law, to protect the safety of people and property, and to enforce these Terms.

11.3 De-identified Data. We may create data that is de-identified or aggregated so that it cannot reasonably identify you, a Vehicle's owner, a driver, or any other person ("De-identified Data"). We own De-identified Data and may use it for any lawful purpose, during and after your Subscription. This includes training and improving machine learning models, diagnostics, benchmarks, research, and industry insights we share with others. We will take reasonable technical measures to prevent re-identification, we will not try to re-identify De-identified Data, and we will require anyone we share it with to agree not to re-identify it. We own all models, weights, and outputs we build from De-identified Data.

11.4 What we do not do. We do not sell Customer Data, and we do not share identifiable Customer Data with other customers.

11.5 Location and driver data. Customer Data may include the precise location of your Vehicles, which can relate to the drivers who operate them even though drivers do not use the Services. You are responsible for giving any notice and getting any consent your drivers, employees, and contractors are entitled to by law (Section 9.2).

11.6 Retention and deletion. We keep Customer Data while your account is active and as needed for the purposes in Section 11.2. When your account ends, we keep Customer Data for ninety (90) days so you can export it. After that, we delete it or convert it into De-identified Data, except for records we must keep by law or to establish, exercise, or defend legal claims, such as Change Records. Backup copies are overwritten on their normal cycle.

11.7 Export. While your account is active and for ninety (90) days after it ends, you may export your Customer Data using the export tools in the Services or, on request, in a common machine-readable format we choose.

11.8 Service providers. We use service providers to run the Services, such as cloud hosting providers and cellular carriers, under contracts that protect Customer Data. We will provide our current list on request, and we will give Business Customers notice of changes to that list as the Data Protection Addendum describes.

11.9 Legal requests. We may disclose Customer Data if we believe in good faith that the law requires it, or that it is needed to protect the safety of any person. Where the law allows, we will tell you before we disclose it.

11.10 Data requests. You may request an export or deletion as described in our Privacy Policy and applicable law.

12. Confidentiality

12.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential, including pricing, product roadmaps, security information, Change Records, and non-public technical information.

12.2 Protection. Each party will protect the other party's Confidential Information using reasonable care and will not disclose it except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations.

12.3 Exclusions. Confidential Information does not include information that is publicly available through no breach, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without a duty of confidentiality.

12.4 Required disclosure. A party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives notice where legally permitted and cooperates in seeking protective treatment.

12.5 Duration. These obligations continue for three (3) years after these Terms end, for Change Records, for as long as we keep them, and, for trade secrets, for as long as the information remains a trade secret.

13. Third-party services, app stores, and connectivity

13.1 Third-party services. The Services may use or integrate third-party services (for example, mapping, cellular carriers, and payment processors). Those services are subject to third-party terms, and we are not responsible for third-party services.

13.2 Cellular connectivity. OTR Remote relies on third-party cellular networks to transmit Vehicle Data and receive Vehicle Commands and Vehicle Setting Changes. We do not guarantee cellular coverage, signal strength, speed, or availability at any location or time. Cellular connectivity may be unavailable or degraded due to geographic location, carrier outages, network congestion, atmospheric conditions, physical obstructions, or other factors outside our control.

13.2.1 Features requiring connectivity. All remote features require active cellular connectivity between the OTR Remote hardware and OTR Cloud. These include remote Vehicle Commands, remote Vehicle Setting Changes, forced diesel particulate filter (DPF) regenerations, manufacturer service routines, live data streaming, real-time fault code monitoring, GPS location tracking, over-the-air firmware updates, and any other current or future feature that depends on cellular data transmission. If a Vehicle is in an area without adequate cellular coverage, these features will be unavailable until cellular connectivity is restored. We are not responsible or liable for any inability to provide any remote feature of the Services, whether existing at the time of purchase or introduced later, when a Vehicle lacks cellular connectivity for any reason.

13.2.2 No service level guarantee. Unless a signed Order Form states otherwise, we do not provide any service level agreement (SLA), uptime guarantee, or coverage guarantee for cellular connectivity. Subscription fees are not reduced, refunded, or credited due to periods of cellular unavailability. You acknowledge that remote capabilities depend on third-party cellular infrastructure and that we have no control over the availability, reliability, or performance of cellular networks.

13.3 App stores. If you download a mobile app from the Apple App Store or Google Play, you also agree to applicable app store terms. Apple and Google are not responsible for the Services and are not parties to these Terms.

13.4 Open source. The Services may include open source components governed by separate licenses. To the extent an open source license requires it, that license controls for that component.

14. Warranty disclaimers

14.1 AS IS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.

14.2 NO WARRANTY OF RESULTS. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DIAGNOSTIC INFORMATION OR GUIDANCE WILL BE ACCURATE, COMPLETE, OR RELIABLE.

14.3 IMPLIED WARRANTIES DISCLAIMED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS SECTION 14.5 PROVIDES, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

14.4 VEHICLE FEATURES. WE DO NOT WARRANT THAT ANY VEHICLE COMMAND OR VEHICLE SETTING CHANGE WILL BE DELIVERED, ACCEPTED BY THE VEHICLE, OR PRODUCE ANY PARTICULAR RESULT, OR THAT ANY PRODUCT LIMIT OR VALUE WE OFFER IS LAWFUL OR SAFE FOR YOUR VEHICLE OR YOUR OPERATION.

14.5 Jurisdictions and consumer products. Some jurisdictions do not allow certain disclaimers, so some may not apply to you. If Section 20 gives a written warranty for a consumer product, any implied warranties are limited in duration to the length of that written warranty, to the extent the law allows. The limited hardware warranties in Section 20 are the only warranties we give.

15. Limitation of liability

15.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, DOWNTIME, OR LOSS OF GOODWILL, AND LOSS OR CORRUPTION OF DATA, WHETHER DIRECT OR INDIRECT. THIS SECTION 15.1 DOES NOT APPLY TO OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

15.2 SPECIFIC EXCLUSIONS. WITHOUT LIMITING SECTION 15.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR VEHICLE DAMAGE, BREAKDOWNS, TOWING, ACCIDENTS, INJURIES, CARGO LOSS, REGULATORY FINES, OR CLAIMS BY THIRD PARTIES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, INCLUDING ANY ACCOUNT ACTIVITY, EXCEPT TO THE EXTENT CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

15.3 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS EXCEED THE GREATER OF: (A) THE FEES YOU PAID TO US FOR THE SERVICES, INCLUDING HARDWARE, GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). THIS SECTION 15.3 DOES NOT LIMIT LIABILITY FOR OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

15.4 How the limits apply. The limits in this Section 15 apply to all claims together, whether in contract, tort (including negligence), strict liability, product liability, or otherwise, even if a remedy fails of its essential purpose, and even if we have been advised of the possibility of such damages.

15.5 Basis of the bargain. These limitations are an essential basis of the bargain. Our prices would be higher without them.

15.6 Jurisdictional limitations. Some jurisdictions do not allow certain exclusions or limitations, so some may not apply to you. Nothing in these Terms limits liability that cannot be limited by law.

16. Assumption of risk

You assume all risks associated with using the Services, including the risks of operating Vehicles, sending Vehicle Commands and Vehicle Setting Changes, relying on diagnostic information or AI guidance, inaccurate GPS data, and service interruptions.

17. Indemnification

17.1 By you. You will indemnify, defend, and hold harmless OTR Performance and its affiliates, officers, directors, employees, agents, and licensors from and against claims, damages, losses, liabilities, fines, and expenses (including reasonable attorneys' fees) arising out of or related to any of the following, except to the extent a claim is caused by our systems, personnel, or software defects, or by a security incident in our systems:

  • (a) your or your Authorized Users' use or misuse of the Services.
  • (b) your breach of these Terms.
  • (c) your violation of law.
  • (d) your Customer Data, including allegations that Customer Data infringes or violates third-party rights.
  • (e) installation, operation, or maintenance of Vehicles using the Services.
  • (f) claims by drivers, employees, contractors, or third parties related to location tracking, monitoring, or notices and consents.
  • (g) any Account Activity, including its effect on any person, Vehicle, cargo, or property, and claims about it by drivers, passengers, other road users, Vehicle owners, cargo owners, insurers, or government authorities.
  • (h) any claim that Account Activity violated a law, regulation, permit, lease, contract, or manufacturer requirement.

17.2 Process. We will give you notice of a claim. You will control the defense with counsel reasonably acceptable to us. We may take part with our own counsel at our own expense, and we may take over the defense at your expense if you do not defend the claim diligently. You may not settle a claim in a way that admits fault by us or imposes any obligation on us without our written consent.

18. Emissions and regulatory compliance

18.1 No emissions tampering. Federal, state, and provincial laws prohibit tampering with emissions controls. You will not use the Services to delete, disable, remove, or circumvent emissions systems, install defeat devices, or otherwise violate emissions laws.

18.2 Suspension and termination. We may immediately suspend or terminate access for suspected emissions tampering or unlawful use.

18.3 California. If you operate in California, you are responsible for compliance with California Air Resources Board (CARB) requirements.

18.4 Limits on emissions-related settings. We may limit, and may decline to offer, values for any setting that relates to emissions or idle reduction. We may decline to offer idle shutdown values that would disable or extend a shutdown required by the engine's certification. Our limits are not legal advice and do not mean that any value we do offer is lawful for your Vehicle.

19. AI and automated guidance disclaimers

19.1 Limitations. AI features may be incomplete or inaccurate and may not reflect your Vehicle configuration or current conditions.

19.2 Professional verification. Verify AI guidance with qualified technicians before acting. Do not rely on AI for safety-critical decisions.

19.3 No professional relationship. We provide technology and information, not professional mechanical services.

20. Hardware warranties

20.1 OTR Diagnostics limited warranty. While you maintain an active paid Subscription for OTR Diagnostics, we warrant the OTR Link hardware against material defects for the original purchaser, subject to the exclusions below, and in any case for at least one (1) year from delivery. The warranty ends when that Subscription ends or lapses, or one year after delivery, whichever is later.

20.2 OTR Remote limited hardware warranty. While you maintain an active paid Subscription for an OTR Remote unit, we warrant that unit against material defects for the original purchaser, subject to the exclusions below, and in any case for at least one (1) year from delivery. The warranty ends when that unit's Subscription ends or lapses, or one year after delivery, whichever is later. Cables, harnesses, and mounting accessories are warranted for one (1) year from delivery.

20.3 OTR Reset Tool limited warranty. We warrant the OTR Reset Tool against material defects for five (5) years from delivery for the original purchaser, subject to the exclusions below.

20.4 Remedy. Our sole obligation and your exclusive remedy under these warranties is, at our option, repair or replacement with a new or refurbished unit, or a refund of the purchase price less reasonable depreciation. A replaced unit is warranted for the rest of the original warranty.

20.5 Exclusions. These warranties do not cover damage from misuse, improper installation, accident, theft, fire, flood, unauthorized modification, tampering with firmware, normal wear, cosmetic damage, or carrier or network issues.

20.6 Warranty claims. Contact support@otrperformance.com with proof of purchase and a description of the issue. You must first complete the troubleshooting steps we give you. This warranty gives you specific legal rights, and you may also have other rights that vary from state to state and province to province.

20.7 Returns. You must return a unit we replace within thirty (30) days after you receive the replacement. If you do not, we may charge you the then-current list price of the unit and deactivate the unreturned unit. If a returned unit has no defect covered by the warranty, we may return it to you at your cost.

21. Subscriptions, payment, taxes, auto-renewal, and returns

21.1 Subscription plans. We describe Subscription plans, pricing, and included features at purchase. They may change for future orders and renewals, with notice as required by law.

21.2 Payment authorization. You authorize us and our payment processors to charge your chosen payment method for recurring fees, taxes, and other amounts due.

21.3 Auto-renewal. Your Subscription renews automatically for successive periods of the same duration at the then-current rate unless you cancel as Section 21.5 describes.

21.4 Renewal notices and price changes. Where required by law, we will provide renewal reminders and advance notice of material price changes. Price changes apply at renewal.

21.5 Cancellation and non-renewal. You may cancel through your account settings or by contacting support. For a Subscription with a term of one (1) year or longer, you must cancel at least thirty (30) days before the renewal date to stop the renewal. A monthly Subscription may be canceled at any time before its next renewal date. Cancellation takes effect at the end of the current term or billing period unless the law requires otherwise.

21.6 Early cancellation of annual and multi-year Subscriptions. A Subscription with a term of one (1) year or longer is a commitment for the full term. If you cancel it, or stop using it, before the term ends, the fees for the rest of the term remain due, and we may invoice them at once. This does not apply if you end the Subscription because of our uncured material breach. This Section 21.6 applies to Business Customers. If you are a Consumer, early cancellation is governed by the law of the state or province where you live.

21.7 No prorated refunds. Except where required by law or expressly stated in a written refund policy, we do not provide prorated refunds for partial periods.

21.8 Chargebacks and collections. If you initiate a chargeback or payment reversal, we may suspend access while the dispute is resolved. You agree to reimburse us for chargeback fees and collection costs if the chargeback is invalid.

21.9 Returns and money-back guarantee. If you do not agree to these Terms when you first see them, you may return unused hardware in its original condition within sixty (60) days of delivery for a full refund of the hardware price. Any other return window or money-back guarantee we offer applies as stated at purchase. Shipping and handling may be non-refundable to the extent permitted by applicable law.

21.10 Taxes. You are responsible for all applicable taxes as described in Section 5.2.

21.11 Invoices and late payments. Unless an Order Form says otherwise, invoices are due within thirty (30) days of the invoice date. Amounts not paid when due accrue a late charge of one and one-half percent (1.5%) per month (18% per year), or the highest rate the law allows if that is lower, from the due date until paid. If an amount is more than thirty (30) days past due, we may suspend the Services, including Vehicle Features, until it is paid. You will reimburse our reasonable costs of collection, including attorneys' fees.

22. Dispute resolution, arbitration, and class action waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

22.1 Informal resolution. Before filing a claim, each party agrees to contact the other with a description of the dispute and the relief wanted, and to allow thirty (30) days for informal resolution. Each party agrees to contact the other at the addresses in Section 29.9. The time limit in Section 23.4 is paused during the informal resolution period.

22.2 Arbitration agreement. Except for claims that may be brought in small claims court or for injunctive relief under Section 29.11, you and we agree to resolve disputes by binding arbitration administered by the American Arbitration Association (AAA). If you are a Consumer, the AAA Consumer Arbitration Rules apply. Otherwise, the AAA Commercial Arbitration Rules apply. For any claim by an individual, or by a Business Customer with fewer than ten (10) Vehicles, seeking less than USD $75,000, we will pay all AAA filing, administration, and arbitrator fees beyond USD $200, and the hearing will be held by video or in your home county, at your choice.

22.3 Location and procedures. Arbitration will occur in Macomb County, Michigan, unless we agree otherwise or AAA rules require a different process. If you are a Consumer, any hearing will be held by video or in the county where you live, at your choice. If you are located in Canada, any hearing will be held by video at your choice. The arbitrator may award any relief available in court, but only to the individual party seeking relief. Claims for public injunctive relief, where the law does not allow them to be waived, will be decided in court after the arbitration ends.

22.4 Class action waiver. You and we agree to bring claims only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

22.5 Mass arbitration. If twenty-five (25) or more similar demands are filed against us by or with the help of the same or coordinated counsel, they will be administered under the AAA's supplementary rules for mass arbitrations then in effect, and the parties agree they may be resolved in batches as the arbitrator or the AAA directs.

22.6 Delegation. The arbitrator decides all questions about the scope, validity, and enforceability of this Section 22, except that a court decides questions about Section 22.4 and Section 22.5.

22.7 Opt out. You may opt out of arbitration within thirty (30) days of first accepting these Terms by sending notice to legal@otrperformance.com with the subject line "Arbitration Opt-Out" or by mail to OTR Performance, Inc., Attn: Legal, Arbitration Opt-Out, 51619 Industrial Dr, Macomb, MI 48042. Include your name, address, email, and a clear opt-out statement. If you opt out, Section 22.4 applies only to the extent the law of your state or province allows a class action waiver outside arbitration.

22.8 Severability. If the class action waiver is found unenforceable, then the arbitration agreement will be unenforceable to that extent. The remaining provisions of these Terms will continue in full force and effect.

22.9 Survival. This Section 22 survives any expiration or termination of these Terms.

23. Governing law, venue, jury trial waiver, and time limits

23.1 Governing law. These Terms are governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws rules, and the Federal Arbitration Act governs the arbitration agreement. If the Federal Arbitration Act does not apply, the Michigan Uniform Arbitration Act governs it. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 Venue. For disputes not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state courts located in Macomb County, Michigan, and the United States District Court for the Eastern District of Michigan.

23.3 Jury trial waiver. To the extent permitted by applicable law and for claims not subject to arbitration, you and we waive the right to a jury trial.

23.4 Time limit. Any claim must be brought within one (1) year after the claim accrues, unless prohibited by applicable law.

24. Export compliance

You will comply with U.S. export laws and the sanctions administered by the Office of Foreign Assets Control (OFAC). You may not export or provide the Services to prohibited destinations, prohibited persons, or prohibited end uses.

25. Service modifications, updates, and discontinuation

25.1 Modifications. We may modify, update, or discontinue the Services, including any Vehicle Feature. We will give at least ninety (90) days' notice before discontinuing a material paid feature, and you may then end the affected Subscription as Section 1.4 describes.

25.2 Automatic updates. We may update the firmware and software of our hardware and apps automatically, including over the air. Updates may add, change, or remove features. You will not block or delay updates we identify as needed for security or safety. An update may require the Vehicle to be in a particular condition and may briefly interrupt the Services.

26. Suspension, term and termination, and survival

26.1 Suspension. We may suspend access, in whole or in part, for security reasons, non-payment, suspected fraud, unlawful activity, or violation of these Terms. We may suspend Vehicle Features for any account, user, or Vehicle at any time when we believe there is a safety, security, or legal risk.

26.2 Termination by you. You may terminate by canceling your Subscription as Section 21.5 describes and ceasing use. Fees owed under Section 21.6 remain due.

26.3 Termination for breach. Either party may end an affected Subscription if the other materially breaches these Terms and does not cure the breach within thirty (30) days after written notice.

26.4 Termination by us. We may terminate these Terms or any Subscription for your breach, non-payment, or unlawful use, or if required by law.

26.5 Effect. Upon any expiration or termination, your license ends, and you must stop using the Services. Section 11 describes data retention and export.

26.6 Survival. Sections 2, 3.6, 3.7, 6, 8.2, 8.7, 8.9, 8.12, 8.17, 9, 10.2, 11.3, 11.6, 11.7, 12, 13.2, 14, 15, 16, 17, 18, 19, 20.7, 21.6, 22, 23, 26, 27.4, and 29, and any payment obligations, survive any expiration or termination of these Terms.

27. State and province specific notices

27.1 California privacy. If you are a California resident, you may have rights under the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), as described in our Privacy Policy.

27.2 California consumer complaints. Under California Civil Code Section 1789.3, California residents may contact the Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or (800) 952-5210.

27.3 Other state privacy laws. Additional state privacy rights may apply depending on your residency and applicable law. See our Privacy Policy for details.

27.4 Canada. If you are located in Canada, some provisions of these Terms may be limited by the law of your province. If you are a Consumer in a province whose law does not allow you to give up, before a dispute arises, your right to go to court or to join a class action, such as Quebec or Ontario, Section 22 does not apply to you to that extent, and you may bring claims in the courts of your province. In Quebec, nothing in these Terms excludes or limits liability for bodily or moral injury. If you are a Consumer in Quebec, Sections 15 and 16 do not apply to the extent Quebec law forbids them, and you may refuse a change to these Terms and end your Subscription without cost. If you are located in Quebec, you and we have expressly requested that this agreement and all related documents be drawn up in English.

28. Electronic communications, E-SIGN, SMS, and Acknowledgments

28.1 Electronic communications. You consent to receive notices and communications electronically.

28.2 Electronic signatures. Your electronic acceptance of these Terms is binding and enforceable, including under the Electronic Signatures in Global and National Commerce Act (E-SIGN).

28.3 SMS and calls. If you opt in to receive text messages or calls, you consent to receive them at the number provided. Message and data rates may apply. Message frequency varies. Reply STOP to opt out or HELP for help.

28.4 In-app Acknowledgments. Each Acknowledgment, confirmation, or acceptance an Authorized User gives in the Services is an electronic signature on your behalf and binds you.

29. General provisions

29.1 Entire agreement. These Terms, together with any Order Form, constitute the entire agreement between you and us about their subject and supersede all prior and contemporaneous agreements, proposals, and communications about that subject.

29.2 Severability. If a court of competent jurisdiction finds any provision of these Terms unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will continue in full force and effect.

29.3 Waiver. Our failure to enforce any provision does not constitute a waiver of that provision.

29.4 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms without your consent, including in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit the parties and their successors and permitted assigns.

29.5 Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, except for payment obligations.

29.6 No third-party beneficiaries. Except as expressly stated, there are no third-party beneficiaries.

29.7 Headings. Headings are for convenience only. "Including" means "including without limitation."

29.8 No agency. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

29.9 Notices. We may give you notice at the email address on your account or in the Services. You must send legal notices to legal@otrperformance.com and to OTR Performance, Inc., Attn: Legal, 51619 Industrial Dr, Macomb, MI 48042.

29.10 U.S. government users. The Services are commercial items and commercial computer software. Government users receive only the rights granted in these Terms.

29.11 Equitable relief. A breach of Section 6 or Section 12 may cause irreparable harm for which money damages are not an adequate remedy. Either party may seek injunctive or other equitable relief for such a breach in any court of competent jurisdiction, without posting a bond, notwithstanding Sections 22 and 23.2.

30. Publicity and marketing

We may identify Business Customers by name and logo in customer lists. If you are a Business Customer and do not want us to, tell us at marketing@otrperformance.com and we will stop within a reasonable time. We will use a testimonial or case study about you only with your consent.

31. Contact information

OTR Performance, Inc.

51619 Industrial Dr

Macomb, MI 48042

United States

Phone: (586) 799-4375

Support: support@otrperformance.com

Legal notices: legal@otrperformance.com

Privacy requests: legal@otrperformance.com

Acknowledgment and acceptance

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.