These Terms and Conditions (“Terms”) govern your use of our website (the “Site”), our hardware products (“Products”), our software solutions made available as part of the Products or otherwise, and any other services provided to you in connection with these Terms, as well as any content or information provided as part of such Products, software solutions, services or the Site (the Site, Products, software solutions and other services are hereinafter collectively referred to as the “Services”), which are owned or operated by Azuga, Inc. (“Azuga”, “we”, “our” or “us”).
These Terms may apply to you individually, the business or other legal entity user you represent, or both. If you are using the Site or Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into these Terms on behalf of such entity. By accessing, registering for or using the Services, or entering into an ordering document incorporating these Terms, you: (1) acknowledge that you have read and understand these Terms; (2) agree to be bound by them in their entirety, and (3) are entering into a legally binding agreement with us. As used in these Terms and unless separately identified as applicable to either an individual or entity, “Customer”, “you” and “your” refer to both you individually and the entity on behalf of which you are entering into these Terms.
1. Return Upon Termination. In the event of the termination of this Agreement for any reason, Customer shall immediately cease all use of the Leased Hardware and return all portions of the Leased Hardware at the Customer’s expense (unless otherwise agreed). All services provided by Azuga through the Product shall immediately terminate and if Customer fails to return the Leased Hardware to Azuga within fifteen (15) days after any such termination, Azuga is authorized to charge Customer the costs detailed in Section 9 above for each unit of the Leased Hardware supplied to Customer for purposes of this agreement.
1.1. WITHOUT LIMITING THE DISCLAIMERS SET FORTH IN THE TERMS AND CONDITIONS, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE HARDWARE PRODUCTS (E.G. DASHCAMS AND ASSOCIATED SOFTWARE) ARE PROVIDED AS-IS EXCEPT OTHERWISE EXPRESSLY SET FORTH HEREIN. AZUGA DISCLAIMS ALL RESPONSIBILITY FOR, AND CUSTOMER HEREBY HOLDS AZUGA HARMLESS FROM, ANY CLAIMS, DAMAGES OR LIABILITY ARISING FROM ANY MALFUNCTION, ERROR, MISUSE OR OTHER PROBLEM WITH ANY SUCH HARDWARE PRODUCTS AND ANY ASSOCIATED LOSSES INCURRED BY CUSTOMER AS A RESULT THEREOF.
2. Customer Acknowledgements and Obligations.
2.1. Customer has: (i) examined the Product and found it suitable for Customer’s needs; (ii) relied solely upon Customer’s own judgment and inspection in determining that the Product is of acceptable quality and fitness for purpose; (iii) satisfied itself that installation and use of the Product does and will not interfere or in any other manner affect any vehicle systems beyond limits acceptable to Customer; and (iv) satisfied itself that installation and use of the Product does and will not void or in any other manner affect any manufacturer or other applicable vehicle warranty.
2.2. Customer acknowledges and agrees that it is the Customer’s responsibility to secure and maintain all necessary and advisable insurance coverages related to the use of the Product, and Customer will not hold Azuga responsible for any claims due to injury, loss or damage whatsoever or howsoever caused.
2.3. Your commercial vehicle must have a working electrical system, including adequate battery power.
2.4. If Global Positioning System (GPS) satellite signals are not working or the signals are obstructed the System may be unable to determine your Commercial Vehicle’s precise location.
2.5. Azuga uses commercial mobile wireless service purchased from a third-party provider (the “Underlying Wireless Carrier”). Products also will not work unless you are in a place where the Underlying Wireless Carrier we hired for that area has coverage, network capacity, and reception when the service is needed, and technology that is compatible with the Products.
2.6. It is your responsibility to make sure your Commercial Vehicle and your Electronic Logging System are working. When you use the Products, you acknowledge and agree:
2.7. The Products process data on and through the Hardware Products, in accordance with the settings selected by Customer or as otherwise authorized by you hereunder.
2.8. You shall use the Hardware in a careful and proper manner in accordance with the documentation, and in compliance with all applicable laws, ordinances or regulations, including applicable privacy, labor, road safety, and transportation laws.
2.9. You are solely responsible for the safekeeping of the Hardware Products and any data stored and processed on the Hardware Products – and especially videos stored on the Hardware Products’ memory card and any data processed exclusively on the Hardware Products – including their protection against accidental or unlawful destruction, loss, stealth, alteration, unauthorized disclosure of, or access to data on the Hardware Products.
3. Loss or Damage. In the event of loss or irreparable damage to the Product, Customer’s liability for such loss or irreparable damage shall not exceed USD $149.00 per unit for the DataLogger Plug-and-Play hardware for light duty (OBD II) and heavy duty (JBUS) vehicles. Replacement costs for the following Products are as follows:
3.1. Hardware Leases and Sales. Azuga shall provide to you the hardware Products (“Hardware”) set forth in an applicable Order, which may include either (a) Hardware leased to you for the term identified in the Order (“Leased Hardware”) or (b) Hardware purchased by you (“Purchased Hardware”). Azuga hereby leases to you, and you hereby lease from Azuga, the Leased Hardware for the term set forth in the Order. Title to Purchased Hardware shall transfer to you at the time of delivery. License of Hardware Software. Subject to the terms and conditions of these Terms, Azuga grants to you, for the benefit of you and your authorized users, and you accept, the following non-exclusive, non-assignable, non-transferable rights and licenses: (a) to use one copy of the Hardware Software on each piece of Hardware; and (b) to access and use the documentation of the Hardware Software in furtherance of the use of the Hardware Software. “Hardware Software” means the software included within the Hardware. “Hardware Product” means the Hardware and the Hardware Software.Limitations. The rights and licenses granted under these Terms are further limited by and conditioned on the requirements set forth below. The Hardware Software shall only be accessed or used by you and your authorized users and solely for your internal use and benefit in accordance with the documentation.
3.2. No rights to possess copies of that portion of the Hardware Software, if any, that is located on computer servers owned or operated by or on behalf of Azuga or its suppliers are granted in these Terms.
3.3. You shall not encumber, transfer, rent, donate, assign, lease, or otherwise use the Hardware Software in any time-sharing or service bureau arrangement.
3.4. You shall not copy, reproduce, distribute, sublicense, create derivative works of, or otherwise modify or commercially exploit the Hardware Software, except as expressly provided in these Terms.
3.5. You shall not alter or remove any printed or on-screen copyright, trademark, patent, proprietary, or other legal notice contained on or in any Hardware Software, documentation, or copies thereof.
3.6. All rights not expressly granted in these Terms are reserved to Azuga. No rights are granted by implication.
3.7. Except as required by applicable law, you shall not decompile, reverse assemble, or otherwise reverse engineer the Hardware Software, including use of any similar means to discover the source code of the Hardware Software, to discover the confidential information therein, or to otherwise circumvent any technological measures that control access to or use of the Hardware Software.
4. Your Responsibilities. In addition to any of your other obligations, unless otherwise expressly stated in this Hardware Product Schedule, you are responsible for the following, at your sole expense: You shall provide a suitable environment for the operation and use of the Hardware.
4.1. You shall use the Hardware with due care to prevent injury thereto, and to any person or property, and in conformity with all applicable laws, ordinances, rules, regulations and other requirements of any insurer or governmental body and with all requirements of the manufacturer with respect to the use, maintenance and operation of the Hardware.
4.2. You shall not modify any Hardware without the prior written consent of Azuga, which may be granted or withheld in its sole discretion.
4.3. You shall install any new versions, upgrades, error corrections, modifications, or other updates to the Hardware Software as provided by Azuga from time to time.
5. Damage or Loss; Return. You are solely responsible for any Hardware that is lost, damaged, or destroyed. Upon expiration or termination of these Terms, you shall promptly return all Leased Hardware to Azuga at your expense.Characterization of Arrangement with Respect to Leased Hardware. With respect to Leased Hardware only, this Hardware Product Schedule is, and is intended to be, a lease, and you do not acquire hereby any right, title or interest in or to the Leased Hardware except the right to use under the terms of the Agreement. With respect to Leased Hardware only, both Azuga and you agree to characterize this Hardware Product Schedule as a lease for Federal income tax purposes, such that Azuga shall receive the benefits of any depreciation and investment tax credit, allowance or similar benefit associated with any item of Leased Hardware. In the event that this Hardware Product Schedule is not held to be a lease with respect to Leased Hardware, you hereby grant to Azuga a lien on and security interest in the Leased Hardware and all proceeds thereof to secure the payment and performance of your obligations to Azuga.
6. Product-Specific Warranties; Disclaimers.
6.1. Where leased, the Azuga OBD Plug and Play device comes with a lifetime warranty, with the exception of deliberate and willful damage. Where purchased, the Azuga OBD Plug and Play device comes with a 12-month warranty from the date of delivery. In the event a wireless carrier sunsets a network, and new hardware is needed, Azuga may charge a reasonable amount for such an upgrade.
6. 2. For all other devices (including asset trackers, dashcams, and temperature sensors), Azuga offers a 12-month warranty from the date of delivery. Azuga warrants all products free of defects as defined by Azuga’s product specification. Issues arising from improper installation, storage, alteration, repair, replacement, abuse, accident or acts of god are not covered under this warranty. Any claim made must clearly exclude these general reasons and fall within one year (12 months) following delivery.
6.3. Azuga Elogs will not function in countries outside of the United States, except Canada, when trucks are operating South of the 60th Parallel.
1. Allstate Roadside Service (“ARS”) shall provide the following per member per month services to subscribers registered in the Azuga Fleet and/or Azuga Road Usage programs (“Subscribers”):
1a). Towing Service - When a passenger vehicle will not start or cannot be safely driven, it will be towed a maximum of ten (10) miles in any direction from the point of disablement. The service may provide additional towing mileage at the Subscriber’s request at an additional fee at the customer’s expense.
1b). Flat Tire Service - If the passenger vehicle’s spare is inflated and serviceable, ARS will remove the flat tire and replace with the Subscriber provided spare. If no inflated spare is available, the vehicle will be towed in accordance with the Towing provision above.
1c). Jump Start - Service is provided to boost or jump start a dead battery to start the vehicle. Expenses for repairs, parts and labor are not covered by this program and are the Subscriber’s responsibility, payable directly to the service facility, and are not reimbursable.
1d). Out of Gas - A limited supply of fuel up to three (3) gallons, where allowed by law, will be delivered by an available service provider (“Service Provider”) to the disabled passenger vehicle to enable the Subscriber to reach the nearest open service station. The cost of the fuel is included in the per member per month fee for Eligible VINs. Customer is responsible for the cost of fuel provided in Over Maximum Allotment and Unrecognized VIN events.
1e). Lockout Assistance - If the Subscriber’s keys are locked inside the passenger vehicle, a Service Provider will attempt to gain entrance. In cases where the passenger vehicle cannot be made operable, towing will be provided in accordance with the towing provision in the clause above.
2). Winching - An eligible vehicle will be winched by a Service Provider when it can be safely serviced from a paved public road or paved private road if the service provider is able to gain access. Maximum distance for winching is 30 feet. Extraction of vehicles embedded in mud, water, snow or similar material is not a covered benefit. ARS will provide services, as outlined above to any Subscriber, with up to three (3) dispatches per VIN covered during any 12-month period, measured from the date of initial eligibility. Services are available only to those vehicles and operators meeting the requirements herein ARS’s obligation is limited to the services specifically described above. For the purpose of determining the number of dispatches used by and/or available to a Subscriber, per Eligible VIN, a dispatch shall be defined as the dispatch of a single service vehicle to provide any of the services described in paragraphs 1(a-e), above. A dispatch may consist of one or more such services, however if an additional service vehicle is required (for example, if a tow truck is required to assist a Subscriber who initially requested Flat Tire, Jump Start, Out of Gas or Lockout Assistance service), the tow truck shall count as an additional dispatch.
3). ARS will use reasonable efforts to dispatch a Service Provider or out of network provider to all Subscribers in need of services.
4). If a Service Provider is not available for dispatch for an extended period of time or when a Service Provider or out of network provider is unable to provide services in remote areas, on restricted or private highways, during extreme weather conditions, or in areas where it would be hazardous for Service Provider’s vehicles to travel, ARS will advise the Subscriber of servicing options including an extended ETA, a scheduled service for later date, or Reimbursement Consideration. “Reimbursement Consideration” is defined as ARS’s option to reimburse a Subscriber for actual service expenses up to eighty dollars ($80.00) when the Subscriber has first requested authorization from ARS to secure emergency roadside assistance services on his own.
5). Other users of a Subscriber’s Vehicle. Subject to the restrictions stated above, all users of the Vehicle containing the Subscriber’s Azuga Fleet Vehicle device shall be eligible to receive services.
6). Services described in this document are not available to vehicles involved in an accident involving injury or vehicle damage.
This Data Processing Schedule applies to Azuga, as data processor / service provider, where Customer is acting as the Data Controller.
A. Data Processing.
i. The Customer, or the Customer’s organization, determines the purposes for which the Services is used, and the means to collect data from Customer’s Products through the settings of each Product in your account. Customer agrees to comply with all applicable legislation relating to privacy and the protection of personal data in any relevant jurisdiction worldwide, including (without limitation): the California Consumer Privacy Act of 2018 (“CCPA”); any local or federal privacy law or regulation, and any law, regulation, or guideline applicable to the use of videos, cameras, or video surveillance; and any implementing or successor legislation to the foregoing; as well as any amendments and/or re-enactments of the foregoing. Further, Customer acknowledges and agrees that Azuga are providing services as a service provider (as defined by CCPA), and Customer is the business (as defined by CCPA).
iii. WHEREVER AN EXPLICIT CONSENT OF A PERSON IS REQUIRED FOR THE CUSTOMER’S USE OF THE SERVICES ACCORDING TO ANY APPLICABLE LAW, IT IS THE CUSTOMER’S RESPONSIBILITY TO ATTAIN SUCH CONSENT FROM THE PERSON, IN THE FORM AND TO THE EXTENT REQUIRED. In the event that any Person withdraws consent to processing of their personal data, and the Person’s consent is required to process its personal data, then the Customer shall immediately withdraw such Person’s access to any vehicle where a Product is installed, restrict such Person’s access to the Services, and inform Azuga without delay if its assistance is needed in restricting the processing of the Person’s personal data.
iv. IF YOU ARE AN EMPLOYER AND MAKE USE OF THE PRODUCTS AND SERVICES WITH RESPECT TO YOUR EMPLOYEES OR CONTRACTORS, YOU REPRESENT THAT YOU HAVE VERIFIED, AND COMPLY WITH, ALL YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO SUCH USE ACCORDING TO ANY APPLICABLE LOCAL OR FEDERAL LAW AND GUIDELINE, INCLUDING LABOR LAWS, PRIVACY LAWS, AND VIDEO-RELATED REGULATIONS.
v. THE CUSTOMER SHALL ALSO TAKE CARE OF THE EXERCISE AND EXECUTION OF ANY PERSON’S RIGHT OR REQUEST WITH RESPECT TO HIS OR HER PRIVACY AND PERSONAL DATA, to the extent applicable, including but not limited to: the Right of Access to his/her personal data processed on the Services or the Customer; the Right to Rectification of inaccurate or incomplete personal data; the Right to Erasure of his/her personal data (Right to be Forgotten); the Right to Restriction of Processing for a certain period or under certain conditions; the Right to Data Portability of your personal data to another Data Controller in a structured format; the Right to Object the processing of his/her personal data, and specifically, for direct marketing purposes; the Right Not To Be Subject to a Decision Based Solely on Automated Decision-Making. As a Customer, you commit to Azuga and to any Person using the Services that you will not be making any decision, especially with legal effect on a Person, based solely on automated decision-making with respect to data processed on the Services, and that you will use careful, human judgment in making any such decision; the Right to File a Complaint with the applicable data protection authority.
vi. Azuga will enable the Customer to respond to personal data requests to exercise rights under the applicable law. To the extent that the Customer as the Controller does not have the ability to address a request, then upon the Customer’s request Azuga shall provide reasonable assistance to the Customer to facilitate such request to the extent possible and required by applicable law. The Customer shall reimburse Azuga for the costs arising from providing this assistance.
vii. Azuga processes any personal data that you as the Customer, including any Person using the Services on your behalf, provides through the Products and Services, according to your instructions, as described below (under Personal Data Processing). Azuga may also collect, use and retain data other than personal data, including without limitation aggregated and de-identified data, from the Product or the Services for its own business purposes, including sale of same.
viii. Azuga and the Services allow the paying Customer to manage and control all Customer Data on the Services and fulfill the rights of other Persons on the Customer Account. If you got your Product from a Customer and have any request, please contact first the Customer you got the Product from. If you’re a paying Customer, and have any issue with respect to your privacy or personal data, or your capabilities as a Controller for any Person, please contact firstname.lastname@example.org.
B. Data Processing
i. The parties acknowledge and agree that Customer is the Controller of personal data of any Person and Azuga is the processor of that data. Customer acknowledges and agrees that Azuga is acting as a Service Provider within the meaning of the California Consumer Privacy Act, as amended, in connection with the Services. The purposes of the processing of personal data are determined solely by the Customer as Controller. The processing activities shall include, without limitation, the delivery of the Services (as configured by Customer) as well as the aggregation and/or de-identification of personal data. Azuga will process personal data collected from the Customer’s Products and the Services’s interfaces, which the Customer has provided, whether directly or through another Person on its behalf. Azuga shall collect, process and use personal data only within the scope of Customer’s instructions as the Controller. Azuga will not retain, use or disclose personal data for any purposes other than expressly specified herein, including, without limitation, performing the Services.
ii. The Customer shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure and transfer of personal data to Azuga as processor and the processing of personal data. This Agreement is Customer’s complete and final instruction to Azuga in relation to personal data. Additional instructions would require prior written agreement between the parties. Customers shall inform Azuga as processor without delay about any errors or irregularities related to the processing of personal data.
iii. The Customer takes appropriate technical and organizational measures to adequately protect personal data on the Product(s) against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data. Azuga takes the appropriate technical and organizational measures to adequately protect personal data on the Services online against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data.
iv. The Customer will notify Azuga without delay of any loss or theft of a Product, and take any necessary actions as the Controller for the data on such Product. Azuga will notify the Customer without undue delay after it becomes aware of any personal data breach on the Services. At the Customer’s request, Azuga will provide the Customer as Controller with reasonable assistance necessary to enable the Controller to notify relevant personal data breaches to competent authorities, if the Customer is required to do so under the applicable law.
C. Sharing of videos and other personal data.
i. The Services enables the Customer to give access to live video streams from connected Products, and to share links to view stored videos and/or other Product and driving data, such as speeding, violent turns, sudden stops, and other driving events (“Shared Data”). Such Shared Data may include personal data of the driver, passengers, and other people outside the vehicle.
ii. As a Customer, you will pay careful consideration when sending Shared Data to any third party within or outside your organization (“Recipient(s)”). Consider the privacy of any Person whose personal data is part of the Shared Data, his or her rights, and your obligations as the Controller. Consider carefully your legal basis and legitimate interest in such sharing of information. Ensure the Recipients also take appropriate technical and organizational measures to adequately protect personal data, especially against unauthorized disclosure of, or access to, personal data. Please make use of the controls the Services allows to limit the access to Shared Data, for example by time or amount of views.
iii. As a Recipient, by accessing any Shared Data, you might be subject to certain obligations pursuant to applicable privacy laws. You’re responsible for any action you take with respect to such Shared Data. Consider carefully the privacy of any Person whose personal data is part of the Shared Data, his or her rights, and your obligations as a Recipient of such data. Limit distribution and usage of Shared Data to the minimum needed to fulfill your duties, legal basis, or legitimate interest in accessing and processing Shared Data. Any obligation of a Customer according to this Agreement, will apply, with due changes, to you as a Recipient. If you do not agree to this Agreement and its terms, do not access the Shared Data.
The Services are a technology platform for driving safety and documentation, and is not intended for children. We do not knowingly collect or process information about children. If any videos of children, in or outside the vehicle, are captured by your Products, you certify that you are the parent and/or legal guardian of such children, and/or have another strong legal justification for the processing, and you provide your consent for any processing of such children’s data as part of the normal operations of the Services. The Services is intended to be used with significant parental involvement and approval, and with the children/Drivers’ awareness. Azuga reserves the right to delete or prevent further processing of any videos containing personal data of children on its sole discretion to comply with any law or to protect children’s rights or its legal interests, and the Customer agrees to any such action by Azuga.
E. Other processors.
Azuga uses additional processors around the world for various processing activities needed for the performance of the Services, our Websites, our other products and services, our operations, and our business, and shares information with such processors on a need basis. Without derogating from the generality of the above, such processors include hosting and backup providers, analytics providers, website technology, advertising technology, telecommunication services, media transmission services, security technology, and more. Azuga shares information with each processor based on the business need in using such processor, to protect personal data while still effectively benefiting from the services of such processor. Azuga takes appropriate safeguards in the selection of its processing vendors around the world to require that Customer Data is well protected. It may be the case that a country where your Customer Data is processed has different, or less protective, data protection and privacy regulation than in your country, and you agree to such data transfers and processing by the other processors selected by Azuga.
Whereas, pursuant to an ordering document entered into with Azuga, you (“Customer”) have purchased a license to use the Surfsight solution ("Surfsight") personally or for the use of your users from Azuga; and
Whereas, Surfsight is intended to be connected to vehicles used by Customer’s users (the “Customer Users”) and serve the Customer for purposes defined by the Customer; and
Whereas the Customer is aware that Surfsight is provided via cloud service, on a Software as a Service (SaaS) basis, by Lytx, Inc., having its principal place of business at 9785 Towne Centre Drive, San Diego, California 92121 (“Company”), and that in order to enable the use of Surfsight by the Customer and any of the Customer Users, Company provides certain services related to Surfsight (the "Company Services").
The Customer declares and agrees as follows: