ESMART
Last Updated: October 21st, 2025
Table of Contents
1. Delivery of Products and Services
2. Fees and Payment Terms
3. Term and Termination
4. Buyer Obligations
5. License to E-SMART Software
6. Intellectual Property
7. Service Limitations
8. Limited Warranty
9. Warranty Remedies and Disclaimer
10. Limitations of Liability
11. Indemnification
12. Safety and Compliance with Laws
13. Export Regulation
14. Confidential Information
15. Force Majeure
16. Assignment
17. Governing Law and Arbitration
18. Notices
19. Miscellaneous
Privacy Policy
Privacy Policy
These Terms and Conditions for the ESMART Solution, including any accompanying order forms (each, an “Order Form“), as may be amended from time to time (collectively, this “Agreement“), are between the buyer named on the Order Form (“Buyer“) and ESMART LLC (“ESMART“).
ESMART has developed the ESMART intelligent hardware system for speed and fuel management, which connects to a vehicle’s throttle (including the throttle position sensor) (the “Product“), employs other equipment provided by ESMART for use in connection with Products (the “Accessories”), and runs on Software (as defined below) and hosted services that receive information from the Product and control the Product from time to time (the “Services” and, together with the Product, Accessories and Software, the “ESMART Solution”), all as described herein.
Name
Product
Includes
1. Main hardware module
2. Main Harness
3. ECM Harness
By purchasing or using the ESMART Solution, in whole or in part, Buyer agrees to the following terms and conditions.
1. Delivery of Products and Services
(a) As specified in the Order Form, ESMART will either (i) deliver the Product(s) to Buyer at Buyer’s address (as set forth on the Order Form) or (ii) make the Product(s) available for pickup by Buyer at a mutually agreeable address. Buyer will be responsible for shipping, handling, insurance, import duties, customs, non-delivery and other similar costs, which, if paid by ESMART, will be invoiced by, and payable to, ESMART. Risk of loss will pass to Buyer upon delivery to the carrier at point of origin.
(b) Title to the Products and Accessories provided to Buyer on a subscription basis (collectively “ESMART Devices”) will be retained by ESMART. Title to the Products and Accessories not provided to Buyer on a subscription basis (collectively, “Buyer Devices”) will pass to Buyer upon delivery to the carrier at point of origin. Buyer will keep the ESMART Devices free and clear of all liens, encumbrances, and security interests. Buyer will use the ESMART Devices in accordance with ESMART’s instructions for use and is responsible for any loss, damage or destruction to ESMART Devices, reasonable wear and tear excepted. Buyer will not deliver any ESMART Devices to, or allow access to ESMART Devices by, any third party other than Permitted Users (as defined below).
(c) ESMART will provide the Services indicated in the Order Form. With respect to the Services, Buyer shall (i) reasonably cooperate with ESMART in all matters relating to the Services and provide such access to Buyer’s premises, vehicles, and such office accommodation and other facilities as may reasonably be requested by ESMART, for the purposes of performing the Services; (ii) respond promptly to any ESMART request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for ESMART to perform Services in accordance with the requirements of this Agreement; (iii) provide such materials or information as ESMART may reasonably request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respects; and (iv) not use the Services for any unlawful purpose.