Azuga Master Agreement
Version Effective Date: June 3rd, 2026.
1. Definitions and Order of Precedence.
1.1. Order of Precedence.
In the event of any conflict, the documents comprising this Agreement shall control in the following order: (1) the Order Form; (2) any Service Schedules or Third-Party Schedules; (3) the Master End-User License Agreement (“EULA”); and (4) these General T&Cs.
1.2. Definitions.
Capitalized terms not defined herein share the meaning assigned to them in the EULA.
“Access Credentials” means usernames, passwords, tokens, and other credentials used to access the Services, as provided by Azuga, its resellers, or partners.
“Agreement” means this Azuga Master Service Agreement and the following documents incorporated by reference: (i) any Service Schedules; (ii) the Azuga Hardware Schedule; (iii) the Master End-User License Agreement; (iv) the Data Processing Addendum; (v) the Mobile App Schedule; (vi) any Order; (vii) the US Government Contracting Addenda (if applicable); (viii) the Canadian Government Contracting Addenda (if applicable); and (ix) any other Third-Party Terms, schedules, exhibits, addenda, appendices, or amendments.
“Authorized Driver” means any employee, contractor, or agent of Customer authorized to operate a vehicle equipped with the Services.
“Beta Services” means features, technologies, and services made available to Customer that are not yet generally available, including those labeled "beta", "preview", "pre-release", or "experimental", as additionally governed by the Beta Services Schedule.
“Customer Data” means information, telematics, video/audio recordings, and personal data relating to the Authorized Driver or Customer inputted or transmitted through the Services.
“Devices” refers to electronic equipment that enables, facilitates, and/or complements the Subscription Services, is identified in any particular Order, and is additionally governed by the terms and conditions set forth in the Azuga Hardware Schedule.
“Driver Consents” means written and documented consents, authorizations, permissions, releases, and other similar agreements from the Authorized Driver as necessary (including in order to comply with applicable Data Laws) pertaining to and for the collection and processing of Driver Information as part of the Services.
“Driver Information” means telematics and Personal Data relating to and of the Authorized Driver, including but not limited to geolocation data, biometric data, and data and information regarding individual driving habits.
“Fees” includes recurring fees related to Subscription Services, purchase or rental of Devices, Professional Service Fees, or other services fees payable by Customer.
“Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected party that prevents or delays the performance of its obligations, as further described herein.
“Information Security Incident” means: (i) loss or unauthorized use of Access Credentials; (ii) actual unauthorized acquisition, access, or use of the Services or Azuga Confidential Information; or (iii) any unauthorized use of any Customer’s systems, networks, or devices to access Azuga’s or its third-party providers’ systems, networks, devices, information, or content.
“Mobile App” means the software application available for download by Customer for use on mobile devices. The Mobile App is also governed by the terms set forth in the Mobile App Schedule.
“Order” means a separate document (for example, 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 partner.
“Order Term” means the period during which an Order is in effect, commencing on the effective date specified in the Order through the expiration of the Initial Term and any Renewal Term(s).
“Personal Data” means information relating to an identified or identifiable natural person or to a device linked to such natural person, as further defined in the Data Processing Addendum.
“Services” means the applicable Subscription Services, Devices, Mobile App, and related professional services, content, information, materials, and data provided by Azuga to Customer under an Order.
“Service Schedules” means the additional terms, conditions, and provisions applicable to the Subscription Services to which Customer subscribes in an Order, and which are incorporated into this Agreement by reference.
“Subscription Services” means hosted or remote subscription-based solutions provided by Azuga to Customer, subject to and identified in an Order and, additionally, to the Service Schedules applicable to each solution individually.
“Third-Party Solutions” means services, platforms, hardware, content, and materials offered by third parties,including Azuga's resellers, partners, licensors, and suppliers-that are made available to Customer through, as part of, or in connection with the Services, whether by reference, link, integration, or direct provision. Third-Party Solutions are governed by applicable Third-Party Terms, as identified in the relevant Service Schedule or Order.
“Third-Party Terms” refer to the terms and conditions for data, content, services, software, devices, or other products that are provided, owned, or licensed to Customer by a third party, and that Customer may elect to access, download, receive, purchase, or use as part of, or in combination with, the Services.
2. Services, Service Descriptions
Azuga may update any Service Schedule at its discretion by posting the revised documents online. Azuga and its partners may update, replace, or discontinue the Services or any Device, as it deems appropriate, including by automatically pushing updates, bug fixes, new features, or software versions with or without notice. Customer’s continued use of the Services following an update constitutes acceptance.
3. Use of Services.
3.1. Eligibility To Use Services
By using the Services, Customer represents and agrees that: (i) each Authorized Driver is at least eighteen (18) years old or the age of majority in their jurisdiction; (ii) no Authorized Driver is blocked from or prohibited from using the Services; (iii) all information provided by Authorized Drivers is accurate; (iv) Customer and Authorized Drivers will not engage in conduct that violates the rights of Azuga, its partners, or others; (v) Customer and Authorized Drivers will comply with all applicable laws, including labor, employment, safety, and Data Laws; and (vi) Customer and Authorized Drivers are, and will remain, in compliance with the Sanctions and Export Controls provisions of this Agreement.
3.2. Use Restrictions
Customer and its Authorized Drivers will not (directly or indirectly): (a) copy, distribute, modify, or create derivative works of the Services; (b) reverse engineer, decompile, or attempt to extract the source code of the Services; (c) use the Services to violate any applicable laws or for competitive benchmarking; or (d) introduce malicious programs or disrupt the integrity of the Services.
3.3. Security
Customer will implement and maintain security measures consistent with then-current industry standards to prevent unauthorized access to or distribution of the Services. If Customer detects or reasonably suspects an Information Security Incident, Customer will promptly notify Azuga, and in no event later than twenty-four (24) hours after such detection or suspicion.
4. Sanctions, Export Controls
Customer represents and warrants that it and its Authorized Drivers are not the subject of sanctions under applicable U.S. or Canadian laws and will not access or use the Services in any embargoed or sanctioned country.
5. Performance.
5.1. Performance & Cellular Reliance.
Azuga uses commercially reasonable efforts to maintain Service availability. Customer acknowledges that the Services rely on third-party mobile networks and GPS, which are subject to interruptions, dead spots, and capacity limits outside of Azuga’s control. Azuga reserves the right to throttle bandwidth or charge overages if Customer’s usage is deemed by Azuga to be excessive.
5.2. Exclusions; Maintenance.
SLA exclusions and limitations for a given Service are set out in the applicable Service Schedule. Where a Service is provided by a third party, SLA exclusions are governed by the applicable Third-Party Terms. Unless expressly stated in an applicable Service Schedule, Azuga makes no uptime or availability commitments. Azuga, its Affiliates, and third-party service providers may limit, suspend, or interrupt access to the Services to maintain performance, protect users, or address security risks. Any such action will not entitle Customer to terminate any Order or this Agreement, and will not constitute Downtime or a failure of performance under any applicable SLA, except as otherwise expressly provided in the applicable Service Schedule.
5.3. Beta Services.
Azuga may, from time to time, make Beta Services available to Customer. Beta Services are excluded from any performance commitments or SLAs under this Agreement or any applicable Service Schedule, and are governed solely by the Beta Services Schedule. Customer's use of Beta Services is at its sole risk.
5.4. Cellular Networks.
(a) Availability. Azuga utilizes third-party Mobile Communication Services and cannot warrant continuous availability in all locations (due to dead spots, network infrastructure/technology changes, or carrier sunsets).
(b) SIM Card Usage. Customer shall use the preinstalled SIM cards solely in combination with the Devices for transmitting telematics data. Customer indemnifies Azuga against any claims or carrier charges resulting from unauthorized removal or use of the SIM Cards.
(c) Fair Use Policy. The Services operate on a shared network bandwidth. If Customer uses the Services inappropriately or excessively (e.g. excessive messaging traffic, excessive video uploads, etc.). Azuga will notify Customer to reduce usage. If excessive use continues, Azuga reserves the right to charge overage fees, throttle bandwidth, suspend the affected Services, or terminate the Order.
6. Ownership, Title, License Grants.
6.1. Ownership of Services.
Except as expressly set out in the Azuga Hardware Schedule for Devices purchased outright, Azuga, its licensors, and suppliers own the Services and all intellectual and proprietary rights therein. Except for the limited rights expressly granted in this Agreement, neither Customer nor any Authorized Driver obtains any right, title, or interest in or to the Services. All rights not expressly granted are reserved. Customer agrees to promptly inform Azuga upon becoming aware of any infringement or misappropriation of Azuga's intellectual property rights.
6.2. Grant of License
Subject to the terms of this Agreement, including payment of Fees, and during the applicable Order Term, Azuga grants Customer a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to remotely access and use the Subscription Services for Customer’s internal business purposes. The Subscription Services are licensed, not sold, and all rights not expressly granted to Customer are reserved by Azuga.
6.3. Customer Data and Privacy Roles.
In accordance with the Data Processing Addendum and applicable privacy laws, Customer acts exclusively as the “Data Controller” (or “Business” under privacy laws) owning all Customer Data. Azuga acts strictly as the “Data Processor” (or “Service Provider”), processing data only on Customer’s documented instructions and strictly aligning with the Azuga Privacy Policy and DPA. Customer warrants that it has all rights, permissions, and authority to provide Customer Data. Azuga has no obligation to retain Customer Data beyond the expiration or termination of the Agreement. Customer is solely responsible for retaining and backing up its own copies of all Customer Data.
6.4. Derivative Data.
Azuga exclusively owns all anonymized, de-identified, and aggregated system usage and analytics data (“Derivative Data”), which Azuga may use perpetually for any legal purpose including fleet benchmarking and service improvement.
6.5. Feedback.
Customer and its Authorized Drivers may voluntarily provide suggestions, comments, or feedback related to the Services ("Feedback"). Azuga is free to use or disclose Feedback for any purpose without restriction or compensation. Customer will not submit confidential or proprietary information as Feedback and will de-identify any Personal Data included in Feedback in accordance with applicable Data Laws. Feedback is not Customer Data and is not confidential or proprietary information of Customer or Authorized Drivers.
7. Customer Account.
7.1. Access Credentials
The Access Credentials are Confidential Information. Customer is responsible for and assumes liability for its use of the Services through the Access Credentials and through Customer’s account. Customer will ensure that Authorized Drivers: (i) keep Access Credentials secure and confidential; (ii) do not permit unauthorized users to use Access Credentials or otherwise access Customer’s account or the Services; (iii) do not use the accounts of others; (iv) do not assign or otherwise transfer its account to another party; and (v) promptly (but in all events within twenty-four (24) hours of becoming aware) notify Azuga of any actual or suspected loss or unauthorized access to or use of Access Credentials or Customer’s account.
7.2. Limited Usage.
Accounts are for use by Customer and its Authorized Drivers only. Any multiple-party use is prohibited. For example, sharing a login between non-entity individual users is prohibited.
7.3. Administrators.
In the Order, Customer will designate an individual as its Administrator(s) for the use of the Services and to receive full administrative permissions and access to the Services. Administrator permissions and access include: (i) access to and use of all Customer Content, information about other Authorized Drivers, and Driver Information; and (ii) subject to compliance with the Agreement, the ability to define additional Authorized Drivers and their respective permissions. Customer represents and warrants that its Administrator(s) have all necessary authority to act on behalf of Customer and Authorized Drivers, and Customer acknowledges and agrees that Azuga and its resellers, partners, licensors, and suppliers will rely on such authority and the actions of Administrators. Customer is fully liable for the acts and omissions of its Administrators.
7.4. Customer Obligations and Consents.
Customer assumes sole liability for complying with all applicable privacy, employee monitoring, and electronic surveillance laws in the United States and Canada. Prior to use of the Services, Customer must provide conspicuous privacy notices and obtain all legally required documented consents (“Driver Consents”) from Authorized Drivers for the collection of geolocation, telematics, and audiovisual data. Customer is strictly obligated to regularly advise, train, and explicitly instruct its Authorized Drivers that the Services (including any dashcam live-streams) are driver aids only, do not replace safe driving, and cannot compensate for distracted or impaired drivers.
8. Third-Party Solutions and Terms.
Certain Services are provided by third parties and offered through Azuga pursuant to applicable Service Schedules and Third-Party Terms. Azuga may also make available references, links, or integrations with additional Third-Party Solutions as a convenience to Customer. With respect to Third-Party Solutions and Third-Party Terms:
8.1. Disclaimer.
Customer acknowledges that Third-Party Solutions are governed exclusively by their respective Third-Party Terms. Azuga disclaims all liability for the performance, accuracy, or availability of any Third-Party Services.
8.2. Compliance with Third-Party Terms.
Customer is solely responsible for reviewing and complying with all applicable Third-Party Terms governing each Third-Party Solution it accesses or uses. The applicable Third-Party Terms for each Third-Party Solution, including any service level agreements, acceptable use policies, and privacy terms, are identified in the relevant Service Schedule or Order. Customer acknowledges that Third-Party Terms may impose additional restrictions, limitations, or obligations beyond those set out in this Agreement, and that Azuga has no ability to modify, waive, or override Third-Party Terms on Customer's behalf. Customer's use of any Third-Party Solution constitutes its acceptance of the applicable Third-Party Terms.
9. Privacy and Data Protection
Azuga’s processing of Customer Data is governed by the Azuga Privacy Policy (https://www.azuga.com/privacy-policy) and Data Processing Addendum (https://www.azuga.com/license-agreement/data-processing-addendum), which are incorporated herein by reference.Azuga may update the Privacy Policy and DPA as it deems appropriate, and such changes become effective upon posting or notification to Customer. Customer’s continued use of the Services following an update constitutes acceptance.
10. Fees, Payments.
10.1. Invoicing & Payment.
Unless otherwise stated in an Order, Subscription and rented Device Fees are billed quarterly in advance. Purchased Device Fees are due prior to shipping. All undisputed invoices are payable within thirty (30) days. Fees are non-cancellable and non-refundable.
10.2. Taxes.
Customer is responsible for paying all applicable taxes for the Services.
10.3. Currency.
Unless otherwise provided-for in an Order all Fees are in United States Dollars (USD$).
10.4. Fee Increases.
Subscription and Rental Fees are subject to an automatic increase of no more than ten percent (10%) annually upon fifteen (15) days’ notice, and upon renewal, an increase of the greater of eight percent (8%) or the CPI-U All Urban Areas increase in the exceeding twelve (12) month period as reported by either (a) United States Bureau of Labor Statistics (for United States Orders) or (b) Statistics Canada (for Canadian Orders) upon the expiry of any Order Term (including both Initial and Renewal Terms).
10.5. Upgrades.
Unless otherwise agreed to by the Parties in an Order for an upgrade to the Subscription Services during a billing period, Azuga will issue an invoice for the upgraded service pro-rated as of the effective date of the upgraded service through the remainder of the applicable billing period. Such invoice shall be payable fifteen (15) days from the date of said invoice.
10.6. Downgrades.
Unless otherwise agreed in an Order, if Customer downgrades its Subscription Services: (a) Azuga will not issue a credit or reimburse any Fees for the current billing period; and (b) the downgraded Fees will commence as of the first day of the following billing period. Customer must provide at least thirty (30) days' prior written notice of any downgrade in accordance with Section 17 (Notices). For clarification, Customer remains liable for the original Subscription Fees for the remainder of the minimum contract period unless an Early Termination Fee is paid in accordance with Section 11.3.
10.7. Fee Disputes.
If Customer disputes any charges in good faith, it must notify Azuga within fifteen (15) days of receipt of the applicable invoice. Failure to provide timely notice constitutes a waiver of any right to dispute that invoice. Upon receipt of a dispute, the parties will cooperate in good faith to resolve it. If unresolved within ninety (90) days of the disputed invoice date, Azuga may submit the dispute to arbitration as provided in this Agreement. Customer will not withhold payment of undisputed amounts.
10.8. Payment
Customer agrees that Azuga and its third-party service providers providing payment processing services may store Customer’s payment information, including Personal Data. By establishing a payment method in the Order (including Credit Cards, ACH, direct debit, or other approved electronic funds transfers), Customer expressly authorizes Azuga (and its third-party processors) to automatically charge or debit that specific payment method for all initial Fees, recurring Fees, overages, and applicable late fees or chargeback fees. If Customer’s payment method reaches its expiration date and Customer does not edit the applicable information or cancel the Paid Service, or if Azuga receives Customer’s updated payment information from its third-party service providers providing payment processing services, Customer authorizes Azuga to continue billing that payment method and Customer remains responsible for any uncollected amounts and any fees relating to such continued use. Customer acknowledges and agrees that separate payment processing fees may be assessed by Azuga or its third-party payment processing providers and Customer agrees to pay all such fees.
10.9. Unpaid Trials.
If Azuga offers a free or unpaid trial of any Subscription Service, Customer will have access to that Service only for the trial duration specified in the applicable Order (“Trial Period”). At the end of the Trial Period, Customer will automatically be charged the then-current Fees for the applicable Subscription Service unless Customer cancels in writing at least five (5) business days before the Trial Period ends.
10.10. Returned Payments and Chargebacks.
If any payment made by Customer is returned, rejected, or subject to a chargeback (including due to insufficient funds, stopped payment, or otherwise), Azuga reserves the right to assess a returned payment fee or chargeback fee up to the maximum amount allowable by applicable law. Furthermore, Customer acknowledges and agrees that initiating an unwarranted chargeback or disputing a valid charge without a good faith basis constitutes a material breach of this Agreement.
11. Term, Termination.
11.1. Term.
Unless otherwise provided in an Order, the initial term for any Subscription Services will be four (4) years from the Order date (“Initial Term”).
11.2. Automatic Renewal.
The Order will automatically renew for successive periods equal to the Initial Term unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.
11.3. Early Termination Without Cause.
Customer may cancel an Order prior to the end of the then-current Term by providing ninety (90) days’ written notice and paying an Early Termination Fee (“ETF”) equal to the total aggregate amount of the recurring Fees multiplied by the number of months remaining in the then-current Term, plus applicable taxes and any other applicable Fees. The Parties acknowledge and agree that this ETF constitutes compensation, not a penalty, and is a reasonable estimate of the anticipated harm arising from early termination.
11.4. Termination for Cause.
Either party may terminate this Agreement if the other party commits a material breach and fails to cure such breach within thirty (30) days of written notice of such breach. If Azuga terminates this Agreement due to Customer’s uncured material breach, Customer shall become immediately liable for the ETF calculated in accordance with Section 11.3.
11.5. Effect of Termination.
Upon termination, all licenses and access rights granted to Customer automatically terminate, and Customer and its Authorized Drivers will immediately cease all use of the Services.
11.6. No Liability for Termination or Suspension.
Azuga will have no liability to Customer, Authorized Drivers, or any third party for any suspension, restriction, or termination of the Services or this Agreement, including for any damages, compensation, or reimbursement arising therefrom.
11.7. Involvency or Bankruptcy.
Customer’s insolvency, the appointment of a receiver for Customer’s business or assets, or the commencement of any bankruptcy proceedings by or against Customer constitutes a material breach of this Agreement. Upon the occurrence of any such event, Azuga shall have the right to terminate the Agreement immediately upon written notice, unless Customer formally confirms in writing its intention to continue the Agreement (and remains current on all payment and other obligations) or seeks early termination of the Agreement filed with a court of competent jurisdiction. Any early termination resulting from bankruptcy, receivership, or insolvency proceedings will automatically trigger Customer’s obligation to pay the ETF to Azuga as compensation for the terminated term, calculated in accordance with Section 11.3.
12. Warranty Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND DEVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AZUGA, ITS LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AZUGA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. THE SERVICES ARE NOT DESIGNED OR INTENDED FOR HIGH-RISK ACTIVITIES.
13. Limitation of Liability.
13.1. Indirect Damages.
Neither party will be liable for any indirect, incidental, punitive, special, or consequential damages, including lost profits or lost data, arising out of the use of the Services.
13.2. Liability Cap.
Azuga’s total aggregate liability, including all indemnities set forth in this Agreement, is strictly capped as follows: (a) For Subscription Services: Liability shall not exceed the total Subscription Fees paid by Customer in the twelve (12) months immediately preceding the event giving rise to the claim; (b) For Devices/Hardware: Liability shall not exceed the purchase or rental price actually paid by Customer for the specific Device directly causing the loss. These caps apply on a per-Service/per-Device basis.
13.3. Definition of Azuga Parties.
For purposes of this Section 13 (Limitation of Liability), “Azuga Parties” means Azuga, its Affiliates, and their respective officers, directors, employees, contractors, agents, representatives, licensors, suppliers, resellers, partners, and the successors and assigns of any of the foregoing.
13.4. Exceptions.
The limitations in Sections 13.1 and 13.2 in this Section 13 (Limitation of Liability) will not apply to (a) Customer’s payment obligations under the Agreement; (b) Customer’s indemnification obligations under Section 14 (Indemnification); (c) Customer’s breach of confidentiality obligations under Section 15 (Confidentiality); (d) Customer’s violations of Azuga’s intellectual property rights; (e) Claims arising from Customer’s or Authorized Driver’s gross negligence or willful misconduct; or (f) Liability that cannot be limited or excluded under applicable law.
13.5. Third Party Providers.
The limitations in this Section 13 (Limitation of Liability) apply to the AZUGA PARTIES. To the extent Azuga’s licensors or suppliers provide services or products to Customer, such third parties’ liability will be governed by their applicable Third-Party Terms, and Customer agrees to look solely to such third parties for any claims related to their services or products.
13.6. Essential Terms; Severability.
EACH PROVISION OF this Section 13 (Limitation of Liability) THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY AZUGA TO THE CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. Some states or jurisdictions may not allow certain exclusions or limitations of liability. In such jurisdictions, AZUGA’s liability will be limited to the maximum extent permitted by applicable law. If any provision of this Section 13 (Limitation of Liability) is held to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
14. Indemnification.
14.1. Customer Indemnity.
Customer shall indemnify and hold Azuga harmless from third-party claims arising from: (a) Customer’s material breach of this Agreement; (b) Customer’s failure to obtain required Driver Consents or comply with surveillance laws; and (c) Customer Data infringing third-party rights.
14.2. Azuga Indemnity.
Further to the provisions of Section 13.2, above, Azuga shall indemnify Customer against third-party claims alleging the Services infringe upon a third-party’s intellectual property rights.
14.3. Indemnification Procedures.
The obligations under this Section 14 (Indemnification) are conditioned upon the indemnified party:
(a) Promptly notifying the indemnifying party in writing of any claim (provided that failure to provide prompt notice will not relieve the indemnifying party of its obligations except to the extent materially prejudiced by such delay);
(b) Giving the indemnifying party sole control over the defense and settlement of the claim (provided that the indemnifying party may not settle any claim that admits liability on behalf of, or imposes obligations on, the indemnified party without the indemnified party's prior written consent, such consent not to be unreasonably withheld); and
(c) Providing reasonable cooperation to the indemnifying party, at the indemnifying party's expense, in the defense of the claim.The indemnified party may participate in the defense of any claim with counsel of its own choosing at its own expense. The indemnifying party will not be liable for any settlement of any claim that is made without its prior written consent.
14.4. Exclusive Remedy.
This Section 14 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this Section.
14.5. Data Breach Indemnification.
(a) Generally. Each party ("Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party ("Indemnified Party") from and against any and all third-party claims, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any Personal Data Security Incident (as defined in the DPA) caused by the Indemnifying Party's: (a) breach of its security or data protection obligations under this Agreement or the DPA; (b) failure to implement or maintain required security measures; (c) gross negligence or willful misconduct; or (d) violation of applicable Data Laws. For the avoidance of doubt, this Section 14.5 applies only to claims brought by third parties, and does not create any direct right of recovery between the parties beyond what is expressly provided in this Agreement or the DPA.
(b) Relationship to DPA. This Section 14.5 supplements, and does not replace, the security and breach notification obligations in the DPA. In the event of any conflict between this Section 14.5 and the DPA, this Section 14.5 will control with respect to indemnification obligations, and the DPA will control with respect to data processing and security obligations.
(c) Exclusive Remedy. This Section 14.5 states each party's sole liability to, and the other party's exclusive remedy against, the other party for third-party claims arising from Security Events, except to the extent additional remedies are expressly provided in the DPA or required by applicable Data Laws.
(d) Limitation. Azuga’s maximum liability under this Section 14 is subject to the amount set forth in Section 13.2.
14.6. Wireless Carrier Indemnity.
Customer agrees to indemnify Azuga’s underlying wireless carriers against all claims arising from Customer’s use of the wireless services.
15. Confidentiality.
15.1. Obligations.
Each party agrees to treat the Confidential Information of the other party with the same degree of care it uses for its own, but no less than reasonable care. Neither party shall use or disclose the other party’s Confidential Information except as necessary to perform its obligations under this Agreement or as required by law.
15.2. Publicity and Announcements.
(a) Customer Reference. Customer authorizes Azuga to identify Customer as a user of the Services and to use Customer's name and logo in Azuga's customer lists, marketing materials, and public announcements, subject to Customer's standard trademark usage guidelines. Customer may revoke this authorization at any time by providing written notice to Azuga at privacy@azuga.com.
(b) Press Releases. Neither party will issue any press release or make any public announcement regarding this Agreement or the relationship between the parties without the prior written consent of the other party, except as required by applicable law or regulation (in which case the party required to make the disclosure will use reasonable efforts to provide the other party with advance notice and an opportunity to comment).
(c) Confidential Terms. The parties agree that the terms and conditions of this Agreement (including pricing) are Confidential Information of both parties. However, each party may disclose such terms:
1. As permitted under this Agreement;
2. As required by applicable law, regulation, or governmental authority; or
3. In connection with a legal proceeding between the parties.
16. Dispute Resolution.
16.1. Jurisdiction, Arbitration, Jury Waiver.
This Agreement is governed by the laws of the State of California. Any dispute shall be resolved by binding arbitration in Santa Clara County, California. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES TO PROCEED ONLY ON AN INDIVIDUAL BASIS, NOT AS A CLASS ACTION.
16.2. Statute of Limitations.
Customer must commence any action arising out of or related to this Agreement or the Services within one (1) year after the cause of action accrues. After this period, such action is permanently barred.
17. Notices.
All legal notices must be in writing and delivered by email (to: legal@azuga.com for Azuga) or certified mail. Notices are deemed received twenty-four (24) hours after email transmission or upon certified delivery.
18. Audits.
Azuga may audit Customer’s use of the Services quarterly upon reasonable notice to verify compliance. Customer bears audit costs if a material breach is found.
19. Force Majeure.
Neither party is liable for delayed performance (excluding payment obligations) caused by events beyond its reasonable control, including but not limited to, Acts of God, natural disasters, pandemics, or telecommunications failures.
20. Government Customers.
Customers that are United States federal, state, or local government entities are subject to the US Government Contracting Addenda, which is incorporated by reference into this Agreement. Customers that are Canadian federal or provincial government entities are subject to the Canadian Government Contracting Addenda, which is incorporated by reference into this Agreement. In each case, the applicable Addenda supplements and, to the extent of any conflict, supersedes the general terms of this Agreement solely to the extent required by applicable law or procurement requirements.
21. Miscellaneous.
21.1. Assignment.
Customer may not assign this Agreement without Azuga’s prior written consent. Azuga may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
21.2. Entire Agreement & Severability.
This Agreement constitutes the entire understanding between the parties. If any provision is deemed invalid, the remainder shall remain in full force.
21.3. Waiver.
No waiver of any provision of this Agreement will be effective unless in writing and signed by the party granting the waiver. Azuga's failure to enforce any right or provision will not constitute a waiver of that or any other right or provision.
21.4. Relationship of Parties.
The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, employment, or franchise relationship between the parties.
21.5. Survival.
The following sections will survive expiration or termination of this Agreement: Fees and Payment (Section 10), Confidentiality (Section 15), Limitation of Liability (Section 13), Indemnification (Section 14), Dispute Resolution (Section 16), Warranty Disclaimer (Section 12), and any other provisions that by their nature should survive. Surviving obligations under any incorporated exhibit (including the EULA, DPA, and any applicable Government Addenda) will continue in accordance with their respective terms.
21.6. Language of the Agreement (Quebec Compliance).
The Parties acknowledge that they have been provided with the French version of this Agreement. Following this, the Parties expressly requested that the contract be drawn up in English and expressly require that they be bound exclusively by the English version of this Agreement. La partie à cette convention reconnaît qu'une version française de celle-ci lui a été remise. Après avoir demandé expressément à ce que la convention soit rédigée en anglais, les parties ont exigé expressément qu'elles soient liées exclusivement par la version anglaise de la convention.
21.7. Counterparts and Electronic Signatures.
This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one agreement. Electronic signatures will have the same effect as original signatures.
21.8. Amendments and Modifications.
Azuga reserves the right to modify or update this Agreement from time to time in its sole discretion. These modifications become effective immediately upon posting to Azuga’s website. Azuga is under no obligation to provide any separate, direct, or individualized notice to the Customer beyond this website posting. Customer is solely responsible for periodically reviewing the website to become familiar with any modifications. Customer’s continued use of the Services after the posting of such modifications constitutes binding acceptance of the updated terms.