MotorQ Services Schedule
“Active Vehicle” shall mean a vehicle used, owned, possessed, managed or maintained by Azuga for use by Customer as part of Azuga’s fleet management services provided to Customer from the enrollment of such vehicle and prior to its unenrollment.
“Contracted Data” shall mean data, including Telematics Data, provided to Customer that was procured from an OEM pursuant to an agreement between Motorq and such OEM.
“Laws” shall mean all now existing or hereafter enacted or amended United States (a) federal, state, local or other laws or statutes, (b) rules or regulations issued by a regulatory body, (c) written or authoritative interpretations by a regulatory body of any such laws, statutes, rules or regulations, or (d) enforceable regulatory guidance, judicial, governmental, or administrative orders, judgments, decrees or rulings, or written and enforceable requirements of self-regulatory bodies and organizations, including, but not limited to, the California Consumer Privacy Act, the Auto Alliance Consumer Privacy Protection Principles, and the Canadian equivalent of all of the above.
“Motorq Service” means the service(s) provided by Motorq.
“Operational Data” means any data provided by Customer, other than Telematics Data, that is required for Motorq to provide the Motorq Service and that must be supplied by Customer as set forth in the Motorq Service documentation.
“Person” shall mean an individual or entity, including a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Entity (or any department, agency, or political subdivision thereof).
“Telematics Data” shall mean the data produced by a telematics device installed in an Active Vehicle, whether accessed directly from an aftermarket device in the vehicle or accessed from the OEM of such vehicle. Telematics Data may be Contracted Data if such Telematics Data is provided to Motorq pursuant to an agreement between Motorq and an OEM.
Customer shall: (i) allow access to the Motorq Service and Contracted Data only to those Persons that require access in connection with the conduct of Customer’s business; provided that such Persons are subject to confidentiality obligations at least as restrictive as those set forth in the Azuga Master Agreement and provided further that Customer shall not allow access to any business that offers a service substantially similar to Motorq Service and shall be responsible for any violation of these terms by Persons to whom or which it has knowingly allowed access; (ii) not access the Motorq Service for the purpose of building or operating a competitive service, to copy any ideas, features or functions of the Motorq Service or to reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to Motorq Service (except to the extent prohibited by applicable Law and then only upon advance notice to Motorq); (iii) notify Azuga promptly after discovery of any unauthorized use; (iv) comply with all Laws and OEM Terms (defined below) applicable to Customer’s use of the Motorq Services and the Contracted Data; (v) not use the Motorq Services to store or transmit material in violation of third-party rights; (vi) not use the Motorq Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs or Trojan horses; (vii) respond promptly to Motorq’s reasonable requests for access to personnel and other assistance, and (viii) not re-sell Contracted Data in identifiable or anonymized form to third parties. Customer shall process PII contained within Contracted Data in the United States and Canada only.
The Driver Consents required by Customer to be obtained under the Azuga Master Agreement include all consents required to provide opt-in consent to the collection, sharing, use and retention of Contracted Data to the extent required by applicable law or the OEM applicable to the Contracted Data. All obligations and liabilities required by Customer with respect to Driver Consents apply to the consents required under this Motorq Services Schedule. Customer acknowledges and agrees that access to certain Contracted Data will require Customer to agree to pass-through terms and conditions required by the applicable OEM and to Motorq’s US consent terms, available at https://motorq.com/terms-oem-consent (“MotorQ/OEM Site”), as updated from time to time at the applicable OEM’s or MotorQ’s discretion (“Additional Terms”). By subscribing to MotorQ Services under the Azuga Master Agreement, Customer hereby accepts and agrees to all Additional Terms as if Customer had accepted and agreed to the Additional Terms directly at the MotorQ/OEM Site.
To the extent Motorq uses Telematics Data to create and improve the Motorq Service, Customer hereby grants Motorq (and its successors and assigns) a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide right and license to fully exploit such data solely for such purpose. Customer shall provide Motorq access to Operational Data and applicable Telematics Data that is not Contracted Data for Motorq’s use solely as necessary to provide the Services to Customer and its Clients and to create and improve the Motorq Service. Customer is responsible to obtain adequate rights and access as necessary to grant the foregoing license.
Nothing in these terms or in the Azuga Master Agreement shall be deemed to transfer ownership of any intellectual property from Motorq to Customer and Motorq retains all rights, title, and interest to the Motorq Service. To the extent Customer provides any feedback relating to the Motorq Service, including, without limitation, feedback related to usability, performance, features or functions (“Feedback”), Customer hereby grants Motorq (and its successors and assigns) a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide right and license to copy, display, perform, modify, distribute, sell, offer for sale, develop and otherwise fully exploit such Feedback for any purposes.
The Motorq Service is subject to modification from time to time, at Motorq’s sole and commercially reasonable discretion, for any purpose deemed reasonably appropriate by Motorq, provided that such modification does not materially interfere with or otherwise downgrade the Motorq Service.