Azuga Master Agreement
Version Effective Date: December 9, 2024
Acceptance & Explanation
This Azuga Master Agreement (“Agreement”) is effective as of the earlier of: (i) Customer’s clicking of “ACCEPT” below; (ii) Azuga’s acceptance of the Order or Customer’s signature of the Order; or (iii) the date Azuga make any of the Services available to Customer (“Effective Date”). If Customer does not agree to the Agreement, then DO NOT click “ACCEPT” below and do not use the Services (as defined below). The Agreement contains an arbitration clause requiring that disputes be resolved by binding arbitration and not through a proceeding in a court. Section 11 of the General Terms contains the arbitration and dispute resolution terms. The Agreement, including all Changes (as defined below), is a binding agreement between the business entity accepting the Agreement (“Customer”, “you”, or “yours”) and Azuga, Inc. (“Azuga”). The individual accepting the Agreement on behalf of Customer represents and warrants that it has all due authority to accept the Agreement on behalf of Customer and to legally bind Customer. By clicking “ACCEPT” Customer is accepting the General Terms (as defined below), including the arbitration and dispute resolution clauses, the applicable Service Schedule (as defined below), and all applicable Third-Party Terms (as defined below) for the Services (as defined below). The “Agreement” is comprised of this Acceptance and Explanation Page, the General Terms, the applicable Service Schedule(s), the DPA, and all Orders, in each case as may be Changed from time to time. The Agreement constitutes the entire agreement between Azuga and Customer with respect to Customer’s or End Users’ access to and use of the Services. For certainty, the Agreement does not incorporate any term or condition in any ordering document, purchase order, confirmation, or other document furnished by Customer and all such terms and conditions are hereby expressly rejected and will be null and void. Unless otherwise stated in a separate written agreement entered into directly between Customer and Azuga, the Agreement governs provision and use of hardware products (“Products”), software solutions offered on software-as-a-service basis (“Subscription Services”), the Azuga mobile app to be used in connection with the Products and Subscription Services (“Mobile App”) (along with applicable terms of the app store provider), and services, content, and data provided as part of the Products, Subscription Services, and Mobile App, in each case as set out in an Order. “Order” means a separate document (which, by way of example, might be a purchase order, quote, ordering form or terms and conditions of sale) whether directly between Customer and Azuga or between Customer and an Azuga reseller or Azuga partner. Collectively, the Products and Subscription Services identified in an Order, the Mobile App, and such other services, content, information, materials, and data provided in connection with the foregoing, are the “Services”. Products include the Leased Devices and Purchased Devices as defined and described in the Hardware Products Schedule (together, “Devices”), including SafetyCam and SafetyCam AI. Subscription Services include Azuga Fleet (various packages), Videotelematics, ELD and DVIR, Routes, Asset Tracking, SafetyIQ, LifeSaver, and add-on features to one or more of the preceding.
Third Party Terms
In its use of, or as part of, the Services, Customer may elect to access, download, receive, or purchase data, content, services, software, devices, or other products that are provided or owned by a third party (collectively, “Third-Party Products”). Customer acknowledges and agrees that Third-Party Products may be subject to terms and conditions of the third party provider (“Third-Party Terms”). Customer will comply with all applicable Third-Party Terms. Azuga does not control, and Azuga does not have any responsibility, obligations, or liability for any Third-Party Products or under any Third-Party Terms. Section 13 contains additional information and terms for Third-Party Products.
Privacy Policy
Azuga’s Privacy Policy, as revised from time to time, and available at https://www.azuga.com/privacy-policy (the “Privacy Policy”), applies to the Services and to Company’s and its End Users’ (as defined below) access to and use of the Services. The Privacy Policy is incorporated by reference into the Agreement.
THE AGREEMENT REPLACES THE AZUGA END USER LICENSE AGREEMENT EXISTING AS OF THE EFFECTIVE DATE. PROVISION AND USE OF ALL SERVICES ARE NOW GOVERNED BY THE AGREEMENT, INCLUDING ALL SERVICES BEING USED BY CUSTOMER AS OF THE VERSION EFFECTIVE DATE.
General Terms; Service Schedules
In addition to the General Terms (“General Terms”), depending on the Services Customer purchases or licenses under an Order, the below additional Service-specific terms and conditions may apply. Each set of terms and conditions below is a “Service Schedule” and, collectively, are Service Schedules.
The Hardware Products Schedule sets out additional terms and conditions applicable to Products.
The Roadside Service Schedule sets out additional terms and conditions applicable to Roadside Services.
The Surfsight Services Schedule sets out additional terms and conditions applicable to Azuga SafetyCam AI.
The Route4Me Services Schedule sets out additional terms and conditions applicable to Route4Me services.
The LifeSaver Services Schedule sets out additional terms and conditions applicable to LifeSaver App.
The Motorq Services Schedule sets out additional terms and conditions applicable to the MotoRq Service.
The DrivActiv Services Schedule sets out additional terms and conditions applicable to the DrivActiv Service.
The CerebrumX Services Schedule sets out additional terms and conditions applicable to CerebrumX data.
Data Processing Addendum
The Data Processing Addendum (“DPA”) applies to Azuga’s processing of Personal Data.
Changes
Agreement: Customer acknowledges and agrees that Azuga may add to, change, or remove (“Change(s)”) any part of the Agreement, at any time without prior notice to Customer other than listing of a later Version Effective Date than the one set forth at the top of Acceptance and Explanation page, the top of the General Terms, or the top of the applicable Service Schedule. Azuga will post Changes on this webpage or as otherwise required by applicable law. Changes will be effective immediately upon posting on this webpage or upon other notification to Customer. Customer is responsible to check the Agreement periodically for Changes. If Azuga makes any material Changes to the Agreement, Azuga will endeavor to provide registered users with additional notice of any Changes, such as to Customer’s e-mail address of record or when Customer or its End Users log-in to Customer’s account. Use or continued use of the Services by Customer or any End User following the posting or notice of any Changes to the Agreement will constitute acceptance of the changed Agreement.
Services: You understand that Azuga and Azuga’s suppliers and licensors may make upgrades to Products or Subscription Services from time to time, and may, in Azuga’s or its suppliers’ or licensors’ sole reasonable discretion, replace your existing Products or Subscription Services. If Azuga intends to charge for any such Product or Subscription Services upgrade or transition, Azuga will deliver advance written notice to Customer outlining the timing and amount of the charge, and within thirty (30) days of its receipt of such written notice Customer may either agree to pay such charge or terminate further use of the Product or Subscription Services (and any corresponding Order Term or Subscription Term), in which event Customer will pay any and all applicable early termination charges expressly set out in the General Terms. Customer further agrees that Azuga, its licensors, and suppliers may modify or discontinue, temporarily or permanently, the Services, or any portion thereof, with or without notice. Azuga, its licensors, and suppliers may automatically download and install updates designed to improve, enhance, and further develop the 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, its licensors, and suppliers to deliver these with or without notice.
No Changes by Customer: Customer has no right to change or amend the General Terms without Azuga’s express, prior written acceptance of each such change or amendment.