Navigating end-user license agreements

Navigating end-user license agreements

Chapter 11 Bankruptcy truck fleet

Data usage and ownership is not regulated. You may have heard the old industry adage that “fleets own the data,” but adages don’t hold up in court. All that matters is what’s in the end-user license agreement (EULA) that you and your service providers agreed upon.

“I can’t emphasize this enough: Have a lawyer to look at those documents even if it’s a ‘click to accept’ agreement. It’s imperative,” said Marcus Harris, partner at Taft Stettinius and Hollister LLP, a law firm based in Chicago. “EULAs are typically very complicated and drafted in a one-sided and onerous way that doesn’t give the customer a lot of control. I would absolutely urge people to have them reviewed by a lawyer because you have to have the right contractual provisions in the agreement to cover data and to make sure that you have relief in the event that it’s improperly disclosed.”

Obligatory disclaimer! This article does not constitute, or substitute for, legal advice. Even though Harris shared his thoughts, it is not legal advice specific to your situation. Every agreement is going to be different. With that in mind, here are a few tips for navigating end-user license agreements.

Do your due diligence on the front end

If you agree to an EULA without understanding its terms, and down the line you discover that your data is being used in a way that could cause business damages, that’s not a fight you want to have in court.

“You end up arguing that the contract is unconscionable; that is not enforceable,” Harris said. “That’s an uphill battle because courts are going to say: ‘You made your bed, and now you have to lie in it. You had the opportunity to negotiate, review, revise the contract and you didn’t. So I’m not going to help you now.’ That’s a pretty hard line, but that’s what judges do.”

Even if it’s a ‘click to accept’ agreement, like in an app?

“Even if it’s click to accept. Absolutely,” Harris said. “That’s as valid as any other contract.”

Make sure ‘confidentiality’ is clearly defined

Every fleet will have a different data policy and guidelines for how data is used, just as every software and solutions provider has its own EULA. You’ll want to make sure that there is confidentiality language within the agreement before you accept it.

“You have to have a definition of ‘Confidentiality’ that leans on the type of information that is important to you; one permits it from being disclosed generally so it’s treated as confidential,” Harris said. “You may even want to treat it as Trade Secret information, if it’s that important, and have different provisions dealing with Trade Secret information.”

That means defining specific data sets and their level of confidentiality. If you have a data set that you need more stringent control over, that needs to be clearly defined.

“If it’s just a general confidentiality agreement, then the other side’s going to argue that they didn’t know and that the agreement didn’t include that type of data in its definition,” Harris said.

Rights in court

Harris also said that fleets should consider their rights in court if there is a data breach of some kind.

“You’re going to want to make sure that there’s some acknowledgement that the customer can go in the court and get an injunction to protect their information,” he said. “Money damages may not be enough, and what you want is the company to stop disclosing the data, have affirmative obligation to go get the data back or prevent the other third party from disclosing it. If your contract doesn’t have that obligation, then you’re out of luck. You’re just out of luck.”

Limitation of liability

Ensuring that any obligation in regard to proprietary, protected data and confidential information is defined within the Limitation of Liability is key to recovering the full monetary damages associated with the breach of contract.

“In these types of contracts, it’s typically the amount of money that you pay for the software in the six months prior to the liability issue. That may sound okay, but let’s say you spent money on software on January 1, but you haven’t actually spent any money for six months and you only paid ‘support fees,’” Harris said. “You may not have any monetary recourse, and these are set up that way on purpose.”

Marcus Harris is a partner at Taft Stettinius and Hollister LLP and an expert on copyright and data issues. He can be reached at [email protected].

Fleet Equipment is here to help. Our December issue is packed with data-related stories, including:

First things first: Do you really own your trucks’ data?

Geotab shares its vision of a data-driven future here.

Data integration: Who has access to your data?

Lastly, we crown data as our ‘Equipment Trend of the Year’ here.

You May Also Like

Geotab introduces A.I. co-pilot

Geotab Ace will be available as part of the MyGeotab platform.

Geotab Ace, an artificial intelligence co-pilot designed for fleets, has been announced. Geotab Ace will be part of the MyGeotab platform, and according to the company, "enhances user experience by offering tailored insights through intuitive dialogue."

In 2023, Geotab collaborated with customers on Project G, a beta generative A.l. project garnering real-time feedback and input on challenges and high-level value features. The company says this approach resulted in the integration of Geotab Ace.

Geotab launches GO Anywhere asset tracker

When integrated with MyGeotab, GO Anywhere enables viewing of all assets and vehicles in a single platform, Geotab said.

Geotab, Daimler Truck North America partner on new integrated telematics offering

The integration makes all data from various OEMs and Geotab’s GO devices available in one platform.

GenH2 and University of Melbourne liquid hydrogen research

The global team-up aims to work on research and development for liquid hydrogen, which boils around -423 F.

genh2-logo-web
What it means when heavy-duty trucks are also ‘Virtual Vehicles’

Integrated real-time data aims to enhance heavy-duty trucking fleet efficiency, safety and productivity.

Platform-Science-1400

Other Posts

ERoad, BCMI work to streamline concrete supply chain workflow

The partnership is aimed at uploading and auto-updating information in multiple systems simultaneously, limiting the need to manually input the same data in different applications.

ERoad-N-A-Headquarters
Six proven ways to reduce your trucks’ downtime

Six proven ways to reduce downtime in fleet management.

US-Bank-generic-1400
Aeva to supply LiDAR technology for Daimler autonomous trucks

Daimler Truck says it intends to integrate the LiDAR sensors directly in its production process.

Technology is playing a key role in driver retention

Exploring a variety of technologies that can be used to recruit and retain drivers.