End User License Agreement

1. Overview of Services; Supplemental Terms; Changes.

1.1. Overview of Services. Azuga provides certain fleet management solutions, including both hardware and software solutions. The Services include the Products, software (including hosted/SaaS software and software included within the Products) and other services that are ordered by you pursuant to an ordering document or other agreement, and made available by us. “Product(s)” means Azuga’s proprietary and licensed products set out on the ordering document incorporating these Terms, which products and services may include AZUGA G2, Azuga Fleet, Azuga Elogs, Add-on packages and all related support documentation whether in electronic or other medium or format.

1.2. Supplemental Terms. In addition to these Terms, the following terms may also apply to the extent applicable:

1.2.1. Hardware Products. To the extent you purchase any hardware Products (e.g. dashcams, etc.), the terms set forth in the Product Hardware Product Schedule shall apply. Please note that the Hardware Products Schedule also includes certain early termination fees and responsibilities in connection with loss or damage of Products.

1.2.2. Roadside Service. To the extent you are receiving Allstate Roadside Service, the Roadside Services Schedule shall apply.

1.2.3. Field Service Management (FSM) Software; Fattmerchant Terms. To the extent you are receiving access to the FSM software, you must obtain licenses for both field users and back-office users. Additionally, the FSM software provides access to certain third-party payment services provided by Fattmerchant, Inc. (“Fattmerchant”). In order to use such Fattmerchant services, you must register and onboard with Fattmerchant and agree to Fattmerchant’s Sub-Merchant Agreement (the “Merchant Agreement”) located here and Fattmerchant’s Privacy Policy (the “Privacy Policy”) located at https://fattmerchant.com/privacy/ (collectively, the Fattmerchant Terms”). The Fattmerchant terms constitute an agreement directly between you and Fattmerchant, and Fattmerchant shall provide the services directly to you. You hereby authorize Azuga to: (a) communicate any data to Fattmerchant as appropriate in connection with the Services; and (b) to receive notices and forms from Fattmerchant on your behalf, without Fattmerchant being obliged to directly provide the notices and forms to you, and we will promptly make such notices and forms available to you in a manner consistent with applicable law. 

1.2.4. Changes to Terms. We may add to, change or remove any part of these Terms, at any time without prior notice to you other than listing of a later effective date than the one set forth at the top of these Terms. Such modification shall be effective immediately upon posting at the Site. As your next visit to the Site or use of the Services may be governed by different Terms, we encourage you to look for a new effective date on these Terms when you visit the Site or use the Services. It is your responsibility to check these Terms periodically for changes. If we make any material changes to these Terms, we will endeavor to provide registered users with additional notice of any changes, such as at your e-mail address of record or when you log-in to your account. Your use or continued use of the Services following the posting or notice of any changes to these Terms or any other posted policies shall constitute your acceptance of the changed Terms or policies.

1.3. Product Changes. You understand that Azuga or our suppliers and licensors may make upgrades to Product models, designs, parts and accessories from time to time and may, in its sole reasonable discretion, replace your existing Products. If Azuga intends to charge for any such Product upgrade or transition, Azuga shall deliver advance written notice to you outlining the timing and amount of such requested charge, and within thirty (30) days of its receipt of such written notice you may either agree to pay such charge or terminate the corresponding Subscription Term, without liability for early termination charges of any kind. Customer further agrees that Azuga may modify or discontinue, temporarily or permanently, the Products, Site, or other Services, or any portion thereof, with or without notice. Azuga may automatically download and install updates designed to improve, enhance and further develop the Products, Site, or other Services, which may take the form of bug fixes, enhanced functions, modified or new software modules or completely new versions. Customer agrees to receive such updates and permits Azuga to deliver these with or without notice as part of these Terms.

2.Your Eligibility; Your Responsibility

To be eligible to use the Services, you represent and warrant that you: (i) are at least 18 years of age, or otherwise over the age of majority in the jurisdiction in which you reside; (ii) are not currently restricted from the Services and are not otherwise prohibited from having an account related thereto; (iii) will only provide accurate information to Azuga; (iv) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; and (v) will not violate any rights of Azuga or a third party.

You assume all responsibility for your use of, and access to, the Services. Accounts are for a single user, company or other legal entity, as applicable. Any multiple-party use, other than individual use on behalf of a company or other legal entity, is prohibited. For example, sharing a login between non-entity individual users is prohibited.

3. Personal Information; Your Content; Your Account

3.1. Accuracy. You represent and warrant that all information you submit to us is true, accurate, current and complete and that you will promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us.
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3.2. Privacy. To use our Services, you may be required to register with us and submit certain personally identifiable information. You expressly agree that we may collect, disclose, store and otherwise use your information in accordance with the terms of the Azuga Privacy Policy, available at https://www.azuga.com/privacy-policy.

3.3. Your Content. As between you and Azuga, you own the information, materials, photos, or other content (the “Content”) you provide Azuga under these Terms. Any Content that you upload or otherwise provide to Azuga in connection with the Services may be used by Azuga in order to provide the Services. Accordingly, you grant to Azuga, and all of its subsidiaries, affiliates, successors, and assigns, a worldwide, royalty-free, fully paid, sublicensable, non-exclusive, and transferable right to use, publish, reproduce, distribute, modify, prepare derivative works of, adapt, publicly display and otherwise use the Content for any and all purposes. Additionally, you authorize us to use your corporate logo and corporate name, if applicable, for any promotional purposes (to opt-out, email us at Privacy@Azuga.com). Notwithstanding the foregoing, you retain all rights to the Content, except as otherwise provided herein or as otherwise provided in any other agreement between you and Azuga. Any Content you submit to us is provided at your own risk of loss. You are solely responsible for all Content you share, provide, display, publish, or disseminate to others, whether such action was taken by us or you. By providing Content to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions or other third party rights (including any intellectual property rights). Azuga may also remove or delete your Content from the Services at any time in its sole discretion. Azuga will store Customer-transmitted information on its servers for a period of 180 days (provided certain third-party services may retain Customer information for shorter periods of time), during which Customer may access the information and generate reports in connection therewith so long as Customer is not in default of these Terms. Within the aforementioned data retention period, Customers, as Controllers, can backup Content from the Services to other systems of their choosing, delete personal data from their account, remove Products from the Services, or delete their entire account altogether. Customer’s actions on the Services may result in the deletion, de-identification or anonymization of all Content related to the Product on the Services (excluding any data stored on the physical Product and its memory card, which may require manual deletion by the Customer) or the Customer Account, respectively. Certain specific ‘Who Was Where’ reports provide certain data up to 1 year. Following any termination of this Agreement, Azuga shall have no obligation to maintain any Customer data and shall not be liable to Customer for any Customer data being expunged following any such termination hereof.
Additionally, Customer acknowledges that Azuga and our licensors collects and aggregates anonymous data concerning Product user behavior, traffic and other interactive and telemetric information (“Non-Personal Data”). Notwithstanding anything to the contrary in these terms, all Non-Personal Data will be owned solely by Azuga and Azuga may exploit this Non-Personal Data for any lawful purpose without any duty of accounting or compensation to Customer including without limitation with its affiliates and other third parties. Such anonymous data does not identify Customer or any end user of Customer or other individual, and no such identity can be derived from such data. Azuga agrees that its anonymization and aggregation of data meets the definitions of aggregation and anonymization, or similar terms, including but not limited to deidentified or pseudonymized data or information, set forth in applicable state, federal and international laws, regulations, notices, and guidelines relating to information privacy.

3.4. Your Account. Except for your Content licensed to us as set forth above, the account you create and any related profile is owned by us. With regard to your account, you agree to: (i) keep your password secure and confidential; (ii) not permit others to use your account; (iii) not use the accounts of others; (iv) not transfer your account to another party; and (v) notify us of any actual or suspected unauthorized use of your account. You are responsible for any activity occurring under your account.

3.5. Feedback. You may from time to time identify problems, solutions to identified problems, provide suggestions, comments or other feedback related to our Services or otherwise relating to Azuga (“Feedback”) to Azuga or our applicable licensors. You acknowledge and agree that all Feedback is and shall be given entirely voluntarily and Azuga or our applicable licensors shall be free to use or disclose such Feedback for any purpose. You further acknowledge and agree that your Feedback does not contain confidential or proprietary information and you are not entitled to any compensation or reimbursement of any kind from Azuga or our applicable licensors under any circumstances relating to such Feedback.

3.6. Customer Users. The Customer at its sole discretion determines who will become an authorized user of the Services (each, a “Customer User”). Therefore, Customer undertakes to (i) inform such Customer Users that Azuga may collect and process personal information about them; and (ii) provide such Customer Users with a prominent and clear reference to Customer’s Privacy Policy and the Azuga Privacy Policy, as well as a sufficient opportunity to ask questions and receive clarifications in relation to such documents and shall bear the sole responsibility and liability towards such Customer Users with respect to failure to comply with the above or with any privacy and data protection laws. The Customer is aware that as part of its use of the Services, certain personal information about the Customer Users will be collected. The Customer determines the purposes and means of the processing of such personal information. Therefore, the Customer hereby declares that the Customer assumes all the responsibility toward the Customer Users as the entity controlling their personal information pursuant to any applicable privacy and data protection laws. The Customer is also aware that as part of its use of the Services, Azuga may obtain and/or collect personal information about Customer Users on behalf of the Customer and that Azuga may use that information for the purpose of providing the Services and as described in these Terms. The Customer hereby acknowledges that with respect to the processing of personal data, Customer is the data controller and Azuga is a data processor.
Customer appoints the individual identified on the corresponding ordering document as its administrator(s) for the use of the Services, and requests that Azuga provides him/her with full administrator permissions and access to all Content on the Services, including personal information about Customer Users and the ability to define additional users for the Services and their respective permissions. Customer represents and warrants that any Customer User with “administrator” permissions has the necessary authority to act on behalf of Customer, including without limitation the authority to agree to these Terms and the Azuga Privacy Policy. The Customer hereby releases Azuga from any liability for any allegations that may be related to Azuga failing to provide the Customer Users a proper disclosure about the collection and processing of their personal information by Azuga or failing to obtain their consent, if needed, in relation to such processing.
Customer represents and warrants that Customer, and all Customer Users, are not the subject or target of sanctions or restrictions under applicable Sanctions Laws, including: (i) any person or entity listed on any U.S. or non-U.S. sanctions- or export-related restricted or prohibited party list, including OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Sectoral Sanctions Identifications List, the United Nations Security Council Consolidated List, the EU Consolidated List and the Consolidated List of Financial Sanctions Targets in the UK; (ii) any person or entity that is, in the aggregate, fifty (50) percent or greater owned, directly or indirectly, or otherwise controlled by one or more persons or entities described in clause (i); or (iii) any national of a Sanctioned Country. Further, Customer represents and warrants the Solution shall not be deployed or used in any Sanctioned Country. “Sanction Laws” means all U.S. and non-U.S. laws or regulations relating to economic or trade sanctions, including but not limited to the laws and regulations administered or enforced by the United States (including by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State), the United Nations Security Council, the European Union and Her Majesty’s Treasury of the United Kingdom. “Sanctioned Country” means any country or region that is the subject or target of a comprehensive embargo under Sanctions Laws (as of the date hereof, Cuba, Iran, North Korea, Venezuela, Syria, and the Crimea region of Ukraine).
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1. ‍Limited License; Ownership
   Subject to the terms and conditions herein, Azuga grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to access the Services through a generally available mobile device, web browser or Azuga authorized Site to view content and information and otherwise use the Services to the extent intended and permitted by the functionality thereof. This license is personal to you, and you may not resell our Services, permit other users access to our Services through your account, or use the Services to host content for others. You may not copy or download any content from the Services except with the prior written approval of Azuga. You acknowledge that, except as otherwise expressly provided, these Terms are solely between you and Azuga.
   Furthermore, without the prior written approval of Azuga, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Services. Any commercial use not expressly authorized is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Services. Your rights are subject to your compliance with these Terms as well as any other agreements applicable to the Services you are using. The Services provided by Azuga are licensed, not sold. The Services, and all copies of the Services, are owned by Azuga or its third party licensors and are protected by various intellectual property laws, including, without limitation, copyright and trade secret laws. Azuga reserves all rights not expressly granted to you herein. You agree that you have no right to any Azuga trademark or service mark and may not use any such mark in any way unless expressly authorized by Azuga.
   
   Making unauthorized copies or distribution of Site content or otherwise violating these Terms may result in the termination of your Azuga account, prohibition on use of the Services, and further legal action. Azuga reserves the right to limit your use of or access to the Services, in its sole discretion in order to maintain the performance and availability of the Services and to enforce these Terms. 
   
   Azuga is not liable for the loss, corruption, alteration or removal of any content transmitted using our Services. By using our Services, you expressly waive the right to seek damages and agree to hold Azuga harmless for any such loss, alteration, corruption or removal. You acknowledge and agree that you are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Services.
   

4. Subscription Terms.

Certain Services require the purchase of a subscription in order to access all or part of such Services for the period of time set out on the ordering document for the Services (each, a “Subscription Term”). Each Subscription Term will automatically renew for the original term of the period of upon its expiration unless either party provides notice of intent not to renew in writing prior to 60 days before the end of the then current Subscription Term. For example, a customer that signs up on Jan 1 2018 for a 3 year period will be automatically renewed for a further 3 years on Jan 1 2021. Except as otherwise stated in the applicable order form, subscription fees are non-refundable and may change at the end of a Subscription Term.

5. Fees; Payment Terms; Credits

If you purchase any Services that we offer for a fee (“Paid Services”), you agree to pay the applicable fees for the Paid Services when due plus all related taxes. All applicable taxes are calculated based on the billing and shipping information you provide us at the time of purchase. Unless otherwise denoted, all fees are assessed in U.S. dollars. You also agree that Azuga and its third-party service providers providing payment processing services may store your payment information. We may charge your payment information for subsequent charges you authorize, such as account upgrades or other special charges authorized by you. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel such Paid Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. If you purchase a subscription to a Paid Service, you will be billed for your first month immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable ordering document incorporating these Terms, the Services are billed in advance on a quarterly basis and are non-refundable. For any upgrade or downgrade in plan level, your payment information will automatically be charged the new rate on your next billing cycle in addition to the prorated change in the amount of your subscription for the remainder of the current billing cycle (downgrading your plan level may cause the loss of features or capacity of your account; Azuga does not accept any liability for such loss). Azuga may charge interest at the rate of two percent (2%) per month (or the highest rate permitted by law, if such rate exceeds the highest rate permitted by law) for any amounts not paid by Customer when due. You agree to reimburse us for all collection costs and interest for any overdue amounts.

Any wireless carrier overages will be the responsibility of Customer and will be billed accordingly on a monthly basis. Any willful tampering of devices by removing SIM cards and using them in personal devices will be the responsibility of the Customer.

Azuga may offer certain customers free trials to Paid Services. If you purchase a subscription to a Paid Service that includes a free trial, you will receive free access to such Paid Service for the duration of the free trial period. At the end of the applicable free trial period, you will be charged the price of the subscription for such Paid Service and may continue to be charged until you cancel your subscription. To avoid charges, you must cancel before the end of the free trial period. 
Suspension fees may be granted on request. Please contact sales@azuga.com or your assigned representative for details.

1.Early Termination Fees

If you desire to terminate or reduce the quantity of Products or other Services for any reason prior to the end of the then-current Subscription Term, you must: (1) provide Azuga at least 90 days advance written notice thereof, and (2) pay any applicable early termination fees as contemplated below.

‍For Azuga Fleet plug and play OBD product(s), in the event this Agreement is terminated prior to the expiration of a Subscription Term either: (i) for Customer’s convenience or (ii) due to Customer’s material breach of this Agreement, Customer shall pay Azuga an early termination fee (“ETF”) of $100 per device if the termination occurs in the first year of the Subscription Term and $50 per device if such termination occurs at any point after the first full year of a Subscription Term. As an example only, a customer with a fleet of 10 vehicles who signed up on Jan 1 2021 for a 3 year Subscription Term decides to terminate early on May 11 2021. The ETF per device would be $100 and for the fleet, it would be 10 x $100 = $1000. Using the same example, if this customer terminates on March 1, 2022, the ETF would be 10 X $50 = $500. When a customer renews a contract the ETF terms remain in place depending on hardware replacement incurred during the course of the contract, and any other products such as asset trackers or dashcams added to the contract.

For Azuga Elogs product(s), in the event this Agreement is terminated prior to the expiration of a Subscription Term either: (i) for Customer’s convenience or (ii) due to Customer’s material breach of this Agreement, Customer shall pay Azuga an ETF of the monthly subscription fee x number of months remaining on the Subscription Term (Azuga Elogs products are contracted for 3 years or more). Example, a customer paying a monthly fee of $40 for a software and hardware lease bundle who terminates 6 months after the contract effective date would be required to pay $40 x 30 months remaining = $1200 per vehicle/unit.

For Azuga Safetycam product(s), in the event this Agreement is terminated prior to the expiration of a Subscription Term either: (i) for Customer’s convenience or (ii) due to Customer’s material breach of this Agreement, Customer shall pay Azuga an early termination fee (“ETF”) of $150 per device if the termination occurs in the first year of the Subscription Term and $100 per device if such termination occurs at any point after the first full year of a Subscription Term. As an example only, a customer with a fleet of 10 vehicles who signed up on Jan 1 2021 for a 3 year Subscription Term decides to terminate early on May 11 2021. The ETF per device would be $150 and for the fleet, it would be 10 x $150 = $1500. Using the same example, if this customer terminates on March 1, 2022, the ETF would be 10 X $100 = $1000. When a customer renews a contract the ETF terms remain in place depending on hardware replacement incurred during the course of the contract, and any other products such as asset trackers or dashcams added to the contract.

For Azuga AI Camera product(s), In the event this Agreement is terminated prior to the expiration of a Subscription Term either: (i) for Customer’s convenience or (ii) due to Customer’s material breach of this Agreement, Customer shall pay Azuga an ETF of the monthly subscription fee x number of months remaining on the Subscription Term. As an example, a customer paying a monthly fee of $40 for a software and hardware lease bundle who terminates 6 months after the contract effective date would be required to pay $40 x 30 months remaining = $1200 per vehicle/unit.

The parties intend that any ETF constitutes compensation, and not a penalty, for economic loss associated with providing new devices, lifetime warranties, shipping expenses, and carrier network charges, but are not intended as estimated damages or compensation for or to otherwise cover other losses resulting from a material breach of these terms, including, without limitation, losses associated with intellectual property infringement. The parties acknowledge and agree that such harm caused by such an early termination would be impossible or very difficult to accurately estimate as of the effective date of these terms, and that the ETF is a reasonable estimate of the anticipated or actual harm that might arise from an early termination as it relates to recouping losses associated with providing new devices, lifetime warranties, shipping expenses, and carrier network charges.

2. Acceptable Use Policy

You agree to comply with all applicable laws and regulations in connection with your use of the Services. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited:

• Acts that involve deceptive online marketing practices or fraud;
• Acts that may materially and adversely affect the quality of other users’ experience;
• Actual or attempted unauthorized use or sabotage of any computers, machines or networks;
• Introducing malicious programs into Azuga’s Services, network or servers (e.g. viruses, worms, Trojan horses, etc.);
• Engaging in any monitoring or interception of data not intended for you without authorization;
• Attempting to circumvent authentication or security of any host, network, or account without authorization;
• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;
• Adapt, modify or create derivative works based on the Services, technology underlying the Services, or other users’ content, in whole or part;
• Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Services (excluding content posted by you) except as permitted in these Terms, or as expressly authorized by Azuga in writing;
• Using any “open source” or “copyleft software” in a manner that would require Azuga to disclose the source code of the Services to any third party;
• Disclose the results of any testing or benchmarking of the Services to any third party;
• Export, make available or use the Services in any manner prohibited by applicable laws, including without limitation export control and sanctions laws which prohibit the use of the Services in sanctioned countries (currently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine and Venezuela);
• Using any method, software or program designed to collect identity information, authentication credentials, or other information;
• Circumvent, disable or otherwise interfere with security-related features of the Services or features that enforce use limitations;
• Transmitting or receiving, uploading, using or reusing material that is abusive, indecent, defamatory, harassing, obscene or menacing, or a breach of confidence, privacy or similar third party rights;
• Transmitting or receiving, uploading, using or reusing material that violates any intellectual property rights of a third party, including, without limitation, patents, trademarks, trade secrets or copyrights;
• Transmitting, receiving, uploading, using or reusing material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• Falsifying user identification information; or
• Using the Services for anything other than lawful purposes including, but not limited to, intentionally or unintentionally violating any applicable local, state, national or international law.
  
  Azuga may immediately terminate these Terms, and Customer’s access to the Services, in the event that Customer breaches the provisions of this Section.
  

6. Copyright Protected Materials

Azuga respects the intellectual property rights of others and expects that you do the same. It is our policy to terminate, in appropriate circumstances, the accounts of subscribers who infringe the copyrights of others. You may not upload, download, post, publish, transmit, reproduce, or distribute in any way, files, material, information, software or other material obtained through the Services that is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or other right holder. Azuga has the right, but not the obligation, to remove from the Services any files, material, information, software or other material Azuga believes is or may be, in its sole discretion, infringing or otherwise in violation of the rights of others.

If you believe in good faith that your copyright has been infringed, please provide a written communication regarding such belief to: Privacy@Azuga.com.

7. Right to Restrict or Terminate Access

Azuga may deny or restrict your access to all or part of the Services without notice in its reasonable discretion if it deems that you have engaged in any conduct or activities that Azuga in its reasonable discretion believes violates the letter or spirit of any of these Terms. If Azuga denies or restricts your access to the Services because of such a violation, you shall have no right to obtain any refund or credit for the subscriptions fees you have paid.

In the event that these Terms or the Services are terminated for any reason or no reason, you acknowledge and agree that you will continue to be bound by these Terms. Following termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, Azuga reserves the right to delete all of your Content, data, and other information stored on Azuga’s servers. Azuga will not be liable to you or any third party as a result of the termination of these Terms or the Services or for any actions taken by Azuga pursuant to these Terms as a result of such termination. Without limiting the generality of the foregoing, Azuga will not be liable to you or any third party for damages, compensation, or reimbursement relating to your use of the Services, or the termination thereof.

You may terminate these Terms by terminating your use of the Services and any related account. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. Termination of these Terms or the Services does not relieve you from your obligation to pay Azuga any amounts owed to Azuga, including, but not limited to, early termination fees.

8. Security

You acknowledge and agree that you are solely responsible for protecting your password and other personal information and for the consequences of not protecting such data. Access to our Services and to certain online transactions may involve the use of identification numbers, passwords, payment accounts or other individualized nonpublic information (“Private Documentation”). You shall use your best efforts to prevent unauthorized use of our Services, your account, or of any Private Documentation, and shall promptly report to Azuga any suspected unauthorized use or other breach of security. You shall be responsible for any unauthorized use of your account, identification numbers or passwords until we receive written notice of a breach of security and a request to block further access for such numbers and passwords. Azuga shall not be liable for any unauthorized use of payment accounts.

9. Disclaimer of Warranty

Actual service coverage, speeds, locations and quality may vary. Azuga will attempt to provide the Services at all times, except for limited periods for maintenance and repair. However, the Services may be subject to unavailability for a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users or the Services. The accuracy and timeliness of data received is not guaranteed.

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL SITE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. AZUGA DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. AZUGA DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.

BYOD (BRING YOUR OWN DEVICE) DISCLOSURE: FOR SITUATIONS WHERE CUSTOMER DECIDES TO BRING THEIR OWN HARDWARE AND UNDERLYING WIRELESS SERVICE, AZUGA HAS NO CONTROL OVER THE PERFORMANCE OF THE DEVICE, TAMPERING BY END USERS, AND ABILITY TO TROUBLESHOOT WIRELESS SERVICE PROBLEMS AS NO CONTRACTUAL RELATIONSHIP EXISTS WITH THE UNDERLYING WIRELESS CARRIER.

WIRELESS CARRIER DISCLOSURE: CUSTOMER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CUSTOMER AND UNDERLYING WIRELESS CARRIER. CUSTOMER UNDERSTANDS AND AGREES THAT THE UNDERLYING WIRELESS CARRIER HAS NO LIABILITY OF ANY KIND TO CUSTOMER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS THE UNDERLYING WIRELESS CARRIER AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, OR ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, ARISING IN ANY WAY, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH CUSTOMER’S USE, FAILURE TO USE, OR INABILITY TO USE THE WIRELESS SERVICES EXCEPT WHERE THE CLAIMS RESULT FROM THE UNDERLYING WIRELESS CARRIER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THIS INDEMNITY WILL SURVIVE THE TERMINATION OF THE AGREEMENT. CUSTOMER HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE CHANGED. CUSTOMER UNDERSTANDS THAT CUSTOMER AND THE UNDERLYING WIRELESS CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES. THE CUSTOMER MAY NOT RESELL THE SERVICE TO ANY OTHER PARTY.

DRIVING DISCLOSURE: CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS AND SERVICES ARE A DRIVER AID ONLY. THEY ARE NOT A SUBSTITUTE FOR A SAFE, CONSCIENTIOUS DRIVER. THEY CANNOT COMPENSATE FOR A DRIVER THAT IS DISTRACTED, INATTENTIVE OR IMPAIRED BY FATIGUE, DRUGS OR ALCOHOL. WHETHER THE PRODUCTS ARE IN USE OR NOT, THE DRIVER IS RESPONSIBLE TO AVOID A COLLISION. CUSTOMER SHOULD NEVER WAIT FOR THE CAMERA TO PROVIDE A WARNING BEFORE TAKING MEASURES TO AVOID AN ACCIDENT. FAILURE TO DO SO CAN RESULT IN SERIOUS PERSONAL INJURY OR DEATH OR SEVERE PROPERTY DAMAGE, AND AZUGA DISCLAIMS ANY AND ALL LIABILITY RELATING TO ANY SUCH ACTIONS. IN ADDITION, THE LIVE STREAM CAPABILITIES AVAILABLE WITH THE SERVICES MAY HAVE A DELAY OF SEVERAL SECONDS. CUSTOMER ACKNOWLEDGES AND AGREES LIVE STREAM SHOULD NEVER BE USED TO ASSIST A DRIVER IN OPERATING THE VEHICLE AND CUSTOMER SHALL REGULARLY WARN AND INSTRUCT ITS DRIVERS ON PROPER USE OF LIVE STREAM.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, AZUGA’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

10. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL AZUGA, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“AZUGA PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. 

AN AZUGA PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID AZUGA FOR YOUR USE OF THE SERVICES IN THE PRIOR THREE (3) MONTHS; AND (B) THE SUM OF ONE THOUSAND (1000) US DOLLARS.

SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE AZUGA PARTIES’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY AZUGA TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION AND THE PRIOR SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

11. Indemnity

You agree to defend, indemnify and hold the Azuga Parties harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or relating to (i) any violation of these Terms by you; (ii) your Content or any other content or material you submit or otherwise transmit through our Services; (iii) your violation of any rights of another; or (iv) your use of the Services. Azuga reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you.

12. Dispute Resolution

Excluding claims for injunctive or other equitable relief, for any claim where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The arbitration shall be conducted by telephone, online or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial.

13. Electronic Notices and Disclosures

You acknowledge and agree that Azuga may provide notices and other disclosures to you electronically by posting such notices or other disclosures on Azuga’s website or by emailing it to you at any email address provided to Azuga by you. Such notices or other disclosures shall be considered received by you following the posting on the website or twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy.

14. Third-Party Terms & Content

We do not control, and we are not responsible for, any data, content, services, or products (including software) that you access, download, receive or buy while using the Services. We may, but do not have any obligation to, block information, transmissions or access to certain information, services, products or domains to protect the Services, our network, the public or our users. We are not a publisher of third-party content accessed through the Services and are not responsible for the content, accuracy, timeliness or delivery of any opinions, advice, statements, messages, services, graphics, data or any other information provided to or by third parties as accessible through the Service.

From time to time, the Services may contain references or links to third-party materials not controlled by Azuga or its suppliers or licensors. Azuga provides such information and links as a convenience to you and should not be considered endorsements of such sites or any content, products or information offered on such sites. You acknowledge and agree that Azuga is not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked to the Services. You are responsible for evaluating whether you want to access or use a third party sites. Accordingly, if you decide to use third party sites, you do so at your own risk and agree that these Terms do not apply to your use of any third party sites. You should review any applicable terms or privacy policy of a third party sites before using it or sharing any information.

If you are accessing the Services through an application from the Apple App Store, you and Azuga agree to the following additional terms:

• Azuga and you acknowledge that these Terms are concluded between you and Azuga only, and not with Apple, and Azuga, not Apple, is solely responsible for the Services and the content thereof. Azuga and you agree to be bound by the App Store Terms of Service as of the Effective Date (which you acknowledge you have had the opportunity to review), including without limitation the Usage Rules (as defined in the App Store Terms of Service) (capitalized terms below have the definitions given to them in the App Store Terms of Service unless otherwise defined herein). 
  

• You may only access the Services on an iOS product that you own or control and only as permitted by the Usage Rules set forth in the App Store Terms of Service.
  

• To the extent set forth herein or required by applicable law, Azuga is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.
  

• Azuga, not Apple, is solely responsible for any product warranties set forth in these Terms, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the application to you; provided that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, if any, will be Azuga’ sole responsibility, to the extent not disclaimer herein.
  

• Azuga and you acknowledge that Azuga, not Apple, is responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  

• Apple shall in no way be responsible for any claim (including any related investigation, defense, settlement or discharge thereof) that the Services or your possession and use of the Services infringe any third party’s intellectual property rights.
  

• If you send SMS messages through Services, you acknowledge that standard text messaging rates or other carrier charges may apply to such use.
  

• If you authorize Azuga to access your Address Book on your iOS product, you acknowledge and agree that Azuga may access and use such data to invite share job with your contacts.

15. Government Customers. 

If this Agreement is entered into on behalf of any unit or agency of the United States Government (the “Government”), this section shall apply. The Government acknowledges Azuga’s representation that the Products, Website, Materials and Services and all related documentation were developed at private expense and no part thereof is in the public domain. The Government acknowledges Azuga’s representation that the Products and Services comprise Restricted Computer Software, as defined in Clause 52.227.19 of the Federal Acquisition Regulations (“FAR”), and Commercial Computer Software, as defined in Sub-part 227.401 of the Department of Defense Federal Acquisition Regulation Supplement (“DFARS”). The Government agrees that: (a) if supplied to the Department of Defense (“DoD”), the Products and Services are classified as Commercial Computer Software and the Government is acquiring only restricted rights thereto and related documentation, as defined in Clause 52.227.7013(c)(1) of the DFARS; and (b) if supplied to any unit or agency of the United States Government other than DoD, the Government’s rights in the Products and Services and related documentation will be as defined in Clause 52.227.19(c)(2) of the FAR.

16. Miscellaneous

These Terms, along with any rules, guidelines, or policies published on the Azuga homepage constitute the entire agreement between Azuga and you with respect to your use of our Services. If there is any conflict between the Terms and any other rules or instructions posted on the Services, the Terms shall control. No amendment to these Terms by you by shall be effective unless acknowledged in writing by Azuga. Notwithstanding the foregoing, Azuga reserves the right, in its sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above. These Terms shall be governed by, and construed in accordance with, the laws of the state of California, without reference to its choice of law rules. Subject to the arbitration provisions above, exclusive venue for any action arising out of or in connection with this agreement shall be in Santa Clara County, California. The parties each hereby consent to the jurisdiction and venue in Santa Clara County, California and waive any objections to such jurisdiction and venue. Notwithstanding the foregoing, you agree that Azuga shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred. Customer acknowledges that the Products, Site, and other Services are controlled, operated and administered by Azuga from its offices in the United States of America and India and that Azuga makes no representation that the Products, Site, and other Services are appropriate, accessible or available for use outside of the United States. Azuga reserves the right to block access to the Products, Site, and other Services by certain international users. If Customer uses the Product or accesses the Site from outside of the United States, Customer (or any user) will be solely responsible for compliance with all applicable laws and agrees to comply with all such laws. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect. You may not assign your rights or obligations under these Terms without the prior written consent of Azuga. Azuga’s failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that Azuga may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to Azuga, pursuant to these Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to Azuga. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, or any other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and Azuga, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms. No independent contractor relationship, partnership, joint venture, employer-employee or franchise relationship is created by these Terms.

If you have any questions, complaints, or claims, you may contact Azuga at 42840 Christy St #205, Fremont, CA 94538.