Catalyst AI™ Terms and Conditions

Terms and Conditions of Use

1.Legal Notices

Please read these Terms and Conditions of Use (“Terms of Use”) carefully, as they may affect your rights, including your right to a jury trial.

These Terms of Use govern your use of Catalyst AI or anything accessed via Catalyst AI (collectively, the “Application”) provided by Penske Truck Leasing Co., L.P. and any of its subsidiaries (collectively, “Penske”). By accessing or using any of the Application, or by registering and maintaining an account to access the Application, you acknowledge your careful review and acceptance of these Terms of Use. If you do not agree to the Terms of Use, you may not register or maintain an account or otherwise use or access any of the Sites or their contents.

In these Terms of Use, “you” or “your” refers to the individual accessing or using the Application with a user ID and password. If you are registering an account, or are accessing or using the Application on behalf of a corporation, partnership or other business entity, “you” or “your” also refers to such business entity, including all of its officers, directors, employees, representatives and agents and by creating the account, you are acknowledging that you have the right and authority to do so on behalf of such business entity. If you are under the age of 16 or such other legal age applicable to your state, province, or country, you may not access the Sites or set up an account.

THESE TERMS OF USE CONTAIN A MANDATORY DISPUTE RESOLUTION PROVISION AND ARBITRATION AGREEMENT WITH A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS, INCLUDING THE RIGHT TO A JURY TRIAL. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. PLEASE REVIEW THOSE SECTIONS OF THESE TERMS CAREFULLY.

2.Acceptance of Terms of Use

These Terms of Use constitute an express agreement between Penske and you. BY ACCESSING, VISITING, OR USING THE APPLICATION, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE CAREFULLY READ ALL OF THESE TERMS OF USE, THAT YOU UNDERSTAND EACH OF THEM, THAT YOU AGREE TO BE BOUND BY ALL OF THEM, AND YOU ARE OF LEGAL AGE AND AUTHORIZED TO ENTER INTO THESE TERMS.

Penske may at any time and from time to time revise these Terms of Use by updating this posting. You should visit this page, which is always accessible from https://www.fleetinsight.com/fiportal/catalyst-terms-and-conditions, from time to time to review these Terms of Use to learn of and understand any changes, because they are binding on you. Your use of the Application following any such revisions constitutes your agreement to follow and be bound by the terms as revised.

3.Use of the Application

The purpose of the Application is to provide you with information and to provide and enhance services that Penske offers. You agree that your access to the Application and its contents, shall be solely used for obtaining information and/or services in connection with your truck fleet and that you shall not use your account or otherwise access the Application to directly compete with or gain competitive advantage over Penske. You shall not disrupt or otherwise interfere with the normal operation of the Application, including without limitation posting or transmitting files that contain viruses, worms, Trojan horses, or any other contaminating or destructive features, or material that is harmful, offensive, threatening, abusive or hateful. You shall not access or use the Application in any manner that violates state or federal law.

You shall not use any robot, spider, scripting program, “page-scrape” or other automatic or manual device program, algorithm or methodology to access, monitor, upload, download, “scrape,” or otherwise copy any portion of the Application or its contents without the express prior written consent of Penske. You shall not reproduce or circumvent the navigational structure, restrictions, or presentation of the Application to obtain or attempt to obtain any content of any portion of the Application.

Penske, at its sole discretion and without notice, has the right to terminate your account and/or your right to access or use the contents of the Application for violation of these Terms of Use without notice. You agree that violation of these Terms of Use constitutes an unlawful and unfair business practice causing irreparable harm to Penske for which monetary damages would be inadequate, thus permitting Penske to seek injunctive or equitable relief in addition to any other remedies available at law.

You assume all risk and responsibility for your use of the Application and the Internet.

4.Proprietary Information

As between you and Penske, all content of the Application, including the Application’s appearance, “look and feel,” report formats, and information or system hardware used or supplied by Penske in connection with the use of such Application, are owned by Penske or its licensors unless otherwise expressly indicated. You may not copy, distribute, transmit, display, modify, perform, or create derivative works from information or material on or that you obtain from the Application, except as expressed permitted in these Terms of Use. You may, however, download and make one copy of the content and other downloadable items displayed on the Application as part of your use of the Application, for noncompetitive use only, provided that you maintain all copyright and other notices contained in such content.

Any Penske trademarks, trade dress, service marks, logos, or trade names, that appear in the Application or are otherwise referenced are the property of Penske and no license or other right to use such marks, names, logos, or dress shall be deemed given without the express written permission of Penske.

5.Confidentiality

You agree to keep confidential all information disclosed by Penske that is marked as confidential or that should reasonably be understood to be confidential (“Confidential Information”). You shall not disclose Confidential Information to any third party without the prior written consent of Penske, except as required by law. You shall use Confidential Information solely for the purpose of accessing and using the Application.

6.User-Supplied Content

You agree that you are solely responsible for the accuracy and content of all information, data (including vehicle data from any vehicle operated by you sent to Penske), text, or other materials (the “Content”) that is sent to Penske and that Penske is not responsible or liable for such information or its use. Penske cannot and does not screen Content provided by users. Penske reserves the right to monitor such Content and has the right, in its sole discretion, to remove such Content or any Content, if Penske determines, in its sole discretion, that such Content may be harmful, offensive, or otherwise in violation of these Terms of Use or Penske's Privacy Policy, or for any or no reason at all. By providing any Content, you grant Penske an unrestricted, perpetual, non-exclusive, irrevocable, worldwide, royalty-free, sublicensable, transferable, fully-paid license to use, reproduce, display, perform, transmit, distribute, modify or create derivative works from such Content.

In particular, you acknowledge and agree that the above license grants Penske the right to use and combine any of your Content, included in aggregated and/or anonymized form, for any purpose, including for providing and offering services to you as part of your access to the Application, supporting and supplementing other Penske services and systems, including preparing and providing anonymized fleet analytics and driving data to customers and third parties, or for any purpose allowed by law.

You agree that you will not submit material that is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Penske all the license rights granted therein.

7.DISCLAIMER

information is provided IN THE APPLICATION for your convenience only, and Penske makes no warranties or representations as to the accuracy reliability, or completeness of such information. YOU SHOULD NOT RELY UPON SUCH INFORMATION AND You may not share this information with any third party.

8.NO WARRANTY

THE INFORMATION AND MATERIALS CONTAINED IN THE APPLICATION IS PROVIDED “AS IS” TO THE MAXIMUM EXTENT PERMITTED BY LAW. PENSKE AND ITS OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, SUBCONTRACTORS, AND SUPPLIERS HEREBY DISCLAIM: (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT THE APPLICATION’S CONTENT, FUNCTIONS, OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE APPLICATION OR THE SYSTEMS THAT MAKE THEM AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (ii) ALL WARRANTIES AS TO THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE INFORMATION CONTAINED IN THE APPLICATION; AND (iii) ANY LIABILITY FOR ERRORS, INACCURACIES, OR OMISSIONS IN THE INFORMATION CONTAINED IN THE APPLICATION, AND FOR ANY DOWNTIME EXPERIENCED IN THE APPLICATION.

9.LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PENSKE SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTIAL, DIRECT, PUNITIVE, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY KIND, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING OUT OF OR RELATED TO YOUR USE OF THE APPLICATION, OR A DELAY OR INABILITY TO USE THE APPLICATION, INCLUDING WITHOUT LIMITATION DAMAGES DUE TO LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR DAMAGE TO SYSTEMS, EVEN IF PENSKE HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.Indemnification

You hereby agree to release and hold Penske AND ITS AFFILIATES AND THE officers, directors, employees, agents, and representatives of penske and its affiliates harmless from and defend and indemnify them against any and all third-party claims, liability, damages, and/or costs (including without limitation attorneys fees) they incur arising out of or related to: (i) your and/or your employees’ use of the APPLICATION, (ii) the content you or your employees provide to penske, (iii) your and/or your employees’ violation of the Terms of Use, or (iv) your and/or your employees’ infringement of any intellectual property, privacy, or other right.

11.Scheduled Downtime and Outages

Penske does not guarantee continuous, uninterrupted, or secure access to the Application, and operation of the Application may be affected by factors outside of Penske’s control, for which Penske shall not be liable. Penske may from time to time, in its sole discretion, periodically schedule system downtime for system maintenance and other purposes.

12.Privacy

The Penske Privacy Policy, found here (www.gopenske.com/privacy), applies to use of the Sites, and its terms are incorporated herein and made part of these Terms of Use.

13.Invalidity of Terms

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, then the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly expresses the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

The provisions of these Terms of Use that limit or waive any clearly established right or responsibility of a consumer under New Jersey law shall be void and voidable. All provisions contained herein are only enforceable to the extent permitted by law.

14.Termination or Suspension of Access

Penske may terminate or suspend your access to the Application at any time, without notice, and with or without cause.

15.Waiver

Any waiver of any portion of the Terms of Use will be effective only if in writing and signed by Penske.

16.Governing Law

The Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles.

17.Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY—IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING THE RIGHT TO A JURY TRIAL. IT CONTAINS PROCEDURES FOR MANDATORY PRE-DISPUTE RESOLUTION, BINDING ARBITRATION, AND JURY TRIAL AND CLASS ACTION WAIVERS. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE PROVISIONS REQUIRING YOU TO RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION.

A. Disputes. The terms of this Section shall apply to all Disputes between you and Penske. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and Penske arising under or relating to these Terms of Use, or any other transaction involving you and Penske, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law.

B. Binding Arbitration. You and Penske further agree: (i) to arbitrate all Disputes between the parties pursuant to the provisions in these Terms of Use; (ii) these Terms of Use memorialize a transaction in interstate commerce; (iii) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section; and (iv) this Section shall survive termination of these Terms of Use. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award you the same damages as a court sitting in proper jurisdiction, as limited by the Limitation of Liability set forth in Section 11 of these Terms of Use, and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties.

C. Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state or municipality if the action is within that court’s jurisdiction and is pending only in that court.

D. Dispute Notice. In the event of a Dispute, you or Penske must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Penske must be addressed to: Penske, 2675 Morgantown Road, Reading, PA 19607, Attn.: Legal Department (the “Penske Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If Penske and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Penske may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.

E. WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND PENSKE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. NEITHER YOU NOR PENSKE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR OTHER PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.

F. Arbitration Procedure. If a party elects to commence arbitration, the arbitration will be administered by the American Arbitration Association (“AAA”) and governed by the Consumer Arbitration Rules of the AAA (“AAA Rules”) in conjunction with the rules set forth in these Terms of Use, except that AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. The AAA Rules are at www.adr.org or by calling 1-800-778-7879. If there is a conflict between the AAA Rules and the rules set forth in these Terms of Use, the rules set forth in these Terms of Use shall govern. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by these Terms of Use. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Use, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall also have exclusive authority to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone shall take place in a location reasonably accessible from your primary residence (or principal place of business if you are a small business), or in Berks County, Pennsylvania, at your option.

G. Initiation of Arbitration Proceeding. If either you or Penske decide to arbitrate a Dispute, we agree to the following procedure:

i. Write a Demand for Arbitration. The demand must include a description of the Dispute and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.adr.org (“Demand for Arbitration: Consumer Arbitration Rules”).

ii. Send one copy of the Demand for Arbitration to AAA by mail at American Arbitration Association Case Filing Services 1101 Laurel Oak Road, Suite 100 Voorhees, NJ 08043.

iii. Send one copy of the Demand for Arbitration to the other party at the same address as the Dispute Notice, or as otherwise agreed to by the parties.

H. Hearing Format. In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by Penske or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Penske is entitled.

I. Arbitration Fees and Payments. Payment of all filing, administration, and arbitrator fees will be governed by the applicable AAA rules. In addition, the provisions of Federal Rule of Civil Procedure 68 (cost-shifting) shall apply and be enforced by the arbitrator after entry of an award. You and Penske agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, you or Penske may elect to engage with the AAA regarding arbitration fees, and you and Penske agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.

J. Claims or Disputes Must be Filed Within One Year. To the extent permitted by law, any claim or dispute to which this Section applies must be filed within one year. The one-year period begins when the claim or Notice of Dispute first could be filed. If not filed within one year, the claim or dispute will be permanently barred.

K. 30-Day Opt-out Period. IF YOU DO NOT WISH TO BE BOUND BY THE ARBITRATION PROVISION IN THIS DISPUTES SECTION, YOU MUST NOTIFY PENSKE BY E-MAILING privacy@penske.com WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THESE TERMS (UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW). In the e-mail, you must provide your (a) first name, (b) last name, (c) address, (d) phone number, and (e) account number(s) and state the following: “I wish to opt out of the arbitration provision contained in Penske’s Terms of Use.” By providing your information in the method above, you are opting out of the agreement to arbitrate contained in Penske’s Terms of Use. Your opt-out request will only be valid if made within thirty (30) days of first accepting the Terms of Use. In the event that you opt-out consistent with the procedure set forth above, all other terms contained herein shall continue to apply, including those related to the applicable governing law and the court(s) in which legal disputes may be brought.

L. Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of these Terms of Use remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section, including the arbitration provision, shall otherwise survive any termination of these Terms of Use.

M. Exclusive Venue for Other Controversies. Penske and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section (other than an individual action filed in small claims court) shall be filed only in the courts of the Commonwealth of Pennsylvania, Berks County, or the United States District Court for Eastern District of Pennsylvania, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy. You also agree to waive the right to trial by jury in any such action or proceeding.

18.International Users

The Application is controlled and operated by Penske from its offices in the Commonwealth of Pennsylvania of the United States of America. Penske makes no representation or warranties that the content of the Application are appropriate or available for use in locations outside of the United States of America, and access to the Application in territories or countries where they are illegal is strictly prohibited. You may not use the Application or export materials contained thereon in violation of U.S. export laws and regulations. If you access these Application from outside the United States, you are responsible for compliance with all local laws.

19.Miscellaneous

Penske’s failure to strictly enforce the performance of any provision of these Terms of Use shall not be deemed a waiver of its rights under such provision. Penske may assign its rights and duties under these Terms of Use to any party at any time without notice to you.

20.Changes in the Application and These Terms of Use

Penske has the right, at its sole discretion, to modify these Terms of Use and to change, suspend or discontinue all or any portion of the Application at any time, without notice, with such changes effective upon posting on the Sites.

21.Questions, Comments, Complaints, or Service Issues

If you have any questions, comments, feedback, complaints, or service issues pertaining to the Sites, please contact Penske Customer Success at (844)426-4555 or at hello@penskecustomersuccess.com.

Last updated April 1, 2025.