Supplemental Platform Terms and Conditions for Tolling Services

These Supplemental Platform Terms and Conditions for Tolling Services (the “Tolling Terms”) supplement the Car IQ Platform Terms and Conditions (the “Platform Terms”).  You hereby acknowledge that the Tolling Terms form an integral part of your Master Services Agreement with Car IQ Inc. (“Car IQ”), which also incorporates by reference the Card IQ Vehicle Charge Card Agreement (the “Card Agreement”), the Platform Terms, and other supplemental terms that we may agree upon from time to time (together, your “MSA”).

The Tolling Terms will govern all the Services that enable you use the Services to pay for tolls and  related expenses for Active Vehicles that you enroll for this purpose (the “Tolling Services”). The  Tolling Services will be subject to the consideration set forth in the “Tolling Fee Schedule” set forth  in Table 1 in Section 4.2 below, as well as the fees for Tolling Services set forth in your MSA or set  forth in an applicable order form attached thereto. 

In the event of any conflict between these Tolling Terms and other terms in, or incorporated into, your MSA, the Tolling Terms will govern and control with respect to any use of the Tolling Services as well as any liabilities or obligations that may arise from the Tolling Services.  All capitalized terms in these Tolling Terms will have the meaning set forth for such terms in Definitions section of these Tolling Terms, elsewhere herein, or as otherwise defined in your MSA.

”Active Tolling Vehicle” means an Active Vehicle which you have enrolled into the Tolling Service.

“Enrolled Toll Road” means a roadway for which a Toll Authority has entered into an agreement to enable the use of Tolling Services to pay for Toll Events.

“Penalties” mean any late fees, penalties, interest or other associated costs charged due to non-timely payment of a Toll.

“Tolls” means the cost of all tolls and associated fees charged by a Toll Authority for use of its roads, which may be incurred through use of Transponders or through video capture of license plates.

“Toll Authority” or “Toll Authorities” means one or more owner or operator of a toll road, which owner or operator has the authority to collect tolls or other fees, penalties or charges for the use of its roads.

“Toll Event” means the passage of any Active Tolling Vehicle through a toll station operated by a Toll Authority.

“Tolling Fees and Expenses” means all Fees and other applicable charges, such as for Transponders and Affixing Products and their shipping and handling, as set forth in the Tolling Fee Schedule, as well as any Tolls, Penalties, charges incurred by an Active Tolling Vehicle with a Tolling Authority, or other charges that may be incurred with a Tolling Service Provider in connection with your use of the Tolling Services.

“Tolling Service Provider” means a service provider contracted by Car IQ to enable the Tolling Services through such service provider’s agreements with Toll Authorities and other services that such service provider performs.

“Transponder” means an electronic device secured in a vehicle to enable toll systems to uniquely identify a specific vehicle and/or account with the Toll Authority as such vehicle proceeds through a toll lane.

You will provide us with a list of each Active Vehicle you wish to utilize the Tolling Services and, using the administrative console on the Website that you use to manage your account (the “Console”), authorize the enrollment of each such Active Vehicle in the Tolling Services (each such Active Vehicle, an “Active Tolling Vehicle”).  You will provide all required information for each such Active Tolling Vehicle on the Console, including, without limitation, license plate number, vehicle identification number, year, make and model of the Active Tolling Vehicle, and the physical address where the Active Tolling Vehicle is based.

You are responsible at all times for ensuring all information provided remains accurate and complete as long as such Active Tolling Vehicle is enrolled in the Tolling Services.  In the event we notify you that we require additional information regarding an Active Tolling Vehicle or Authorized Users, you will promptly provide that information to us.  You hereby acknowledge that the Tolling Services for an applicable Active Tolling Vehicle or Authorized User may not commence or may be suspended until you provide such information.

Car IQ will ensure all Active Tolling Vehicles are properly registered with Toll Authorities with an associated account for which the Tolling Authority can assess Tolls.  You give Car IQ and the Tolling Service Provider the right to communicate with all Toll Authorities as designated agent for you regarding the processing of Tolls and Toll Events and any other aspect of the Tolling Services.  In the event that the Toll Authority requires written authorization from you naming Car IQ and/or a Tolling Service Provider designated by Car IQ as designated agent, you will provide such a permission letter within no more than three (3) business days after written request.

Car IQ will confirm that an Active Tolling Vehicle’s license plate and vehicle information matches the information captured by a Toll Authority at a Toll Event, and upon confirmation, pay for all Tolls and Penalties incurred on an Enrolled Toll Road by an Active Tolling Vehicle.  Upon receiving such payment, the Toll Authority will close the transaction and take no further action against you.

Car IQ will provide periodic financial and management reports to Customer on the Console for all Toll Events.

You agree, that as between Car IQ and you, all toll data collected in connection with the Tolling Service, except for information about the Active Tolling Vehicle, is owned by Car IQ as part of Car IQ’s ownership of the Platform and the Services as set forth in Section 11.1 of the Platform Terms.

Car IQ’s processing of Tolls and Penalties charged to the Sub-Accounts of Active Tolling Vehicles will be processed at the rate actually paid to the applicable Toll Authority, in addition to any surcharges that may be charged by such Toll Authority.

You will be responsible for all Tolls and Penalties incurred by Active Tolling Vehicles in addition to all other Tolling Fees and Expenses, which Car IQ will bill you for in accordance with your MSA.  Tolling Fees and Expenses will constitute “Fees” as used in the Platform Terms.

Where Fees include a monthly charge for an Active Tolling Vehicle, such charge will apply to, and Company will invoice for, each calendar month that such Active Tolling Vehicle is enrolled in the Tolling Services.

You will pay all Tolling Fees and Expenses and other obligations on the same terms that govern your other payments for Services from Car IQ under the MSA.  Car IQ may amend the Tolling Fee Schedule and adjust any Tolling Fees and Expenses in accordance with Section 4.1 of the Platform Terms.

In connection with the first delivery to the applicable Toll Authority by Car IQ of the vehicle identifying information for the Customer’s Active Tolling Vehicles, there are often a number of existing unpaid Tolls and Penalties that are associated with the Active Tolling Vehicles, which are automatically billed by the Toll Authority and reimbursed by Car IQ. You will pay Car IQ for all such accrued Tolls and Penalties at the applicable rates charged by the respective Toll Authorities, which will be deemed a Tolling Fee and Expense. Car IQ will not assume liability for any Tolls or Penalties for any of your Active Vehicles incurred prior to the date an Active Vehicle is enrolled in the Tolling Services.

Unless you provide notice to Car IQ to deactivate services for specifically identified Active Tolling Vehicles, you will pay all Tolling Fees and Expenses and any other expenses incurred from such Active Vehicles and any associated Transponders.

Car IQ will refund any applicable Tolling Fees and Expenses to you if you provide evidence (toll receipts, hotel receipts, gas receipts etc.) that show the Active Tolling Vehicle was not in the area of the Tolls that were charged to such Active Tolling Vehicle. You will cooperate with Car IQ to correct any incorrect vehicle information or assignment of Transponders that may have causes such improper charges.

Based on the location of a given Active Tolling Vehicle, you may require a Transponder based on the applicable rules of the relevant Tolling Authorities in proximity to such location, subject to all applicable Tolling Fees and Expenses associated with the shipping and use of such Transponder.  If a Transponder is required, Car IQ will assign a Transponder to the license plate associated with such Active Tolling Vehicle and ship such Transponder to the applicable address that you provide in connection with such Active Tolling Vehicle.

Transponders will include labels with key information about the Active Tolling Vehicle and a unique Transponder identification number, check digit and corresponding bar code, and where applicable, you will also receive adhesive strips, suction cups or similar products to affix the Transponders to your Active Tolling Vehicle (“Affixing Products”).

You will be responsible for the installation of Transponders into Active Tolling Vehicles.  Upon delivery, you will assume responsibility for all Transponders and Affixing Products.  You are responsible for all Tolling Fees and Expenses incurred by the Transponders until such Transponders are returned to an address designated by Car IQ using a trackable package delivery service.

You will not obtain any title or ownership of the Transponders.  All Transponders that Car IQ provides to you will be returned at your sole cost and expense upon the removal of any Active Tolling Vehicle from the Tolling Services.

You will immediately report to Car IQ any lost or stolen Transponders.  Car IQ will cause the de-activation of lost or stolen Transponders after receipt of notice from you in accordance with the rules and procedures of the Toll Authority.  Car IQ will invoice you for each lost, damaged, or stolen Transponder as provided for in the Tolling Fee Schedule.

Upon receipt of paper Toll notices, at your option, you will promptly mail the original paper Toll notices to Car IQ at:
‍Car IQ Inc.
Attn: Toll Processing
150 California Street, Suite 1025
San Francisco, CA 94111

In the absence of your written instructions as to the disposition of Tolls and Penalties arising from paper Toll notices forwarded to Car IQ, Car IQ will list such Tolls and Penalties on the Console, and you will provide Car IQ direction through the Console with respect to the disposition of such items.

You agree that Car IQ will have no liability, responsibility or obligation for any Tolls, Penalties or other losses, claims or damages suffered by you, including without limitation, any other amounts owed to any federal, state, county, municipal or other governmental agency, (i) that arise from notices that you receive but do not forward to Car IQ, or (ii) that are imposed as a result of items that are listed on the Console for which you fail to provide any disposition.

You will notify us in accordance with Section 3.1 of the Platform Terms when an Active Tolling Vehicle is lost, stolen, or used in an unauthorized manner.

You will notify us if you wish to remove an Active Vehicle from the Tolling Services (whether such removal is terminating the Active Vehicle’s Sub-Account entirely, or withdrawing the Active Vehicle from the Tolling Services temporarily or permanently).

You are responsible for all Tolling Fees and Expense and any other expenses that may be incurred by such Active Vehicle prior to such notification as set forth in Tolling Fee Schedule.

YOU ACKNOWLEDGE THAT IT MAY TAKE UP TO SEVENTY-TWO (72) HOURS FOR A TOLL AUTHORITY TO DISENGAGE A TRANSPONDER OR REMOVE AN ACTIVE VEHICLE’S ENROLLMENT WITH SUCH TOLL AUTHORITY AND YOU WILL BE RESPONSIBLE FOR ALL TOLLS, FEES, AND PENALTIES INCURRED BY SUCH TRANSPONDERS OR VEHICLES DURING THAT PERIOD.