AZUGA FLEET TELEMATICS PLATFORMEND-USER LICENSE AGREEMENT ("EULA")
1. ACCEPTANCE AND SCOPE
1.1. Document Stack.
Customer's relationship with Azuga is governed by a defined "Document Stack" consisting of: (a) the applicable Order Form; (b) any applicable Service Schedules or Third-Party Service Schedules (which constitute “Third-Party Terms”, and including Supplemental OEM Terms); (c) this Master End-User License Agreement ("EULA"); and (d) the Azuga Master Service Agreement (the "Agreement"). Together, these documents constitute the complete and binding terms governing Customer's access to the Azuga platform, Devices, Subscription Services, Mobile App, and all related professional services, content, and data (collectively, the "Services"). By executing an Order or accessing the Services, Customer acknowledges that it has read, understands, and agrees to be bound by this Document Stack.
1.2. Order of Precedence.
In the event of any conflict among the documents comprising the Document Stack, the following order of precedence applies: (1) the Order Form (controlling deal-specific commercial terms); (2) Service Schedules/Third-Party Schedules and Supplemental OEM Terms (controlling matters within their specific scope); (3) this EULA (controlling consent, data use, privacy roles, and driver-related obligations); and (4) the Master Service Agreement (controlling general commercial and operational terms).
2. DEFINITIONS
"Authorized Driver" means any employee, contractor, or agent of Customer who is authorized by Customer to operate a vehicle equipped with the Services.
"Customer" (also referred to as "End-User”) means exclusively the subscribed company or corporate entity that has executed an Order and is licensing the Azuga platform under the Agreement. For the avoidance of doubt, "Customer" does not refer to, and this EULA does not create any rights or obligations on behalf of, individual Authorized Drivers, employees, or contractors of Customer.
"Driver Information" means any data collected, transmitted, or processed by the Services in connection with the operation of a vehicle or the behavior of an Authorized Driver, including without limitation: geolocation data, telematics data, driving habits and scores, biometric data, audio recordings, and video recordings.
"Order" means an ordering document (including any Order Form, Statement of Work, or purchase order) executed between Customer and Azuga or an authorized reseller, specifying the Services subscribed to and applicable fees.
"Order Term" means the subscription period specified in the applicable Order.
"Services" has the meaning set out in Section 1.1.
3. LICENSE GRANT & RESTRICTIONS
3.1. License Grant.
Subject to the terms of the Agreement and this EULA, including timely payment of all applicable Fees (whether paid directly to Azuga or to an authorized reseller), Azuga grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Order Term, solely for Customer’s internal business purposes.
3.2. Reservation of Rights.
The Services are licensed, not sold. Customer acquires no ownership interest in the Services or any component thereof. All rights not expressly granted herein are reserved by Azuga. All derivative works, modifications, and copies of the Services remain the exclusive property of Azuga or its licensors and are protected by applicable intellectual property laws.
3.3. Suspension of Access.
Azuga reserves the right to immediately suspend Customer’s and its Authorized Drivers’ access to the Services, in whole or in part, without prior notice, if Azuga reasonably determines that Customer or an Authorized Driver has violated the use restrictions set forth in this EULA, has violated any acceptable use terms applicable to any Third-Party Service, or has violated any underlying telecommunication carriers’ acceptable use policy or other network rules. Azuga will not be liable or obligated to Customer, Authorized Drivers, or any third party as a result of, or arising from, any such suspension.
4. DATA AND PRIVACY ROLES
4.1. Controller and Processor Designation.
With respect to Driver Information and any personal data processed through the Services, Customer acts as the "Data Controller" (or "Business" under the California Consumer Privacy Act (CCPA) and equivalent state privacy laws, and the equivalent designation under the Personal Information Protection and Electronic Documents Act (PIPEDA) and Quebec's Act respecting the protection of personal information in the private sector, as amended ("Law 25")). To the extent Azuga processes personal data solely on Customer's documented instructions to provide the Services, Azuga acts as a "Data Processor" (or "Service Provider", or the equivalent designation under PIPEDA and Law 25) and will comply with its own obligations as a processor under applicable Data Laws, including PIPEDA and Law 25. To the extent Azuga collects personal data through its own Devices, or uses such data for its own purposes (including the Derivative/Aggregated Data uses described in Section 4.2), Azuga acts as an independent controller and is responsible for its own compliance with applicable Data Laws, including PIPEDA and Law 25.
4.2. Data Ownership.
As between the parties, Customer retains full ownership of all Driver Information and Customer-provided data ("Customer/Driver Data"). Customer grants Azuga the right to process this data to deliver the Services. Conversely, Customer acknowledges and agrees that Azuga generates, compiles, and exclusively owns all aggregated system usage and analytics data ("Derivative/Aggregated Data") created from the use of the Services, which Azuga may use for fleet and industry benchmarking, Service improvement, and product development purposes; provided that Azuga may only use, retain, or disclose Derivative/Aggregated Data for such purposes where it has been anonymized in accordance with applicable Data Laws, including Quebec's Law 25, such that it irreversibly no longer allows any individual, Customer, or Authorized Driver to be identified, directly or indirectly, and cannot reasonably be used, whether alone or in combination with other information, to re-identify any such person. To the extent Azuga processes de-identified data that does not meet this anonymization standard, such data shall remain Customer/Driver Data, shall continue to be treated as personal information, and shall be used solely to provide and support the Services on Customer's documented instructions.
4.3. Data Retention and Post-Termination.
Azuga may store Customer/Driver Data on its own or third-party servers. Azuga will keep this data only as long as it needs it to run the Services, and will delete or anonymize it once it no longer needs it or when the Agreement ends. If Customer asks, Azuga will give the data back or delete it. Customer should keep its own backup copies.
4.4. Data Breach Notice.
If Customer/Driver Data is lost, stolen, or accessed, used, or shared without permission, Azuga will let Customer know as soon as it can. Azuga will share enough detail for Customer to meet its reporting duties under PIPEDA and Law 25, take reasonable steps to stop the breach, and help Customer respond.
4.5. Helping With Individual Requests.
If a person (such as an Authorized Driver) asks to see, correct, or delete their personal information, or to withdraw consent, Azuga will help Customer respond in time to meet Customer's duties under PIPEDA and Law 25.
4.6. Storing Data Outside Quebec.
If Azuga stores or handles Customer/Driver Data outside Quebec, it will make sure the data gets a comparable level of protection and will give Customer the information it needs to review the transfer beforehand, as Law 25 requires.
4.7. Feedback.
If Customer or its Authorized Drivers provide any suggestions, comments, feature requests, or other feedback related to the Services (“Feedback”), Customer hereby grants Azuga and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, and transferable license to use, reproduce, and commercialize such Feedback for any purpose without any duty of accounting, attribution, or compensation to Customer or its Authorized Drivers.
5. CUSTOMER OBLIGATIONS
5.1. Authorized Purposes.
Customer may access and use the Services solely for authorized fleet management activities, including asset tracking, driver safety monitoring, routing optimization, and compliance. Customer is strictly and exclusively responsible for determining which of its employees or contractors are authorized to operate vehicles equipped with the Services.
5.2. Driver Consents and Surveillance Law Compliance.
Customer must provide conspicuous notice of the Privacy Policy to all such drivers. Customer assumes sole liability and responsibility for complying with all applicable privacy, employee monitoring, location tracking, and electronic surveillance laws. Prior to any use of the Services, Customer must obtain all legally required consents, notices, and authorizations ("Driver Consents") for the collection, transmission, and processing of Driver Information. Such Driver Consents must expressly cover the collection of Driver Information by the Devices and its disclosure to any third party to whom Azuga or Customer provides such data, including the fleet's automobile insurer, for insurance underwriting purposes. To the extent the Customer operates within Canada, Customer represents and warrants that it shall comply with all applicable provincial privacy and employment surveillance legislation. Customer is solely responsible for affixing any legally required surveillance notices to the exterior or interior of the vehicles.
5.3. Prohibited Uses:
Customer and its authorized drivers shall not use the Services to:
- violate any applicable Laws, including labor, employment, safety, and Data Laws across both the United States and Canada;
- reverse engineer, decompile, disassemble, decipher, adapt, modify, or create derivative works of the Services or their underlying technology;
- introduce malicious programs (e.g., viruses, worms, Trojan horses) into the Services or related networks;
- infringe on any third-party intellectual property rights, including patents, trademarks, trade secrets, or copyrights;
- duplicate, license, sublicense, publish, sell, or rebrand any content or data found on the Services, or develop a competing product or service;
- use the Services for any illegal, unethical, or unauthorized purposes, including but not limited to stalking, harassment, extrajudicial tracking, or monitoring of any individual without their express, legally valid, consent or
- disclose the results of any testing or benchmarking of the Services to any third party.
5.4. Flow-Down to Authorized Drivers and Liability:
Customer is solely responsible for the acts and omissions of each Authorized Driver as if such acts or omissions were Customer’s own. Customer shall ensure, through contractual or other means, that each Authorized Driver complies with the restrictions and obligations set forth in this EULA. Customer remains fully liable to Azuga for any breach of this EULA caused by the actions or inactions of its Authorized Drivers and shall, notwithstanding any limitations of liability expressed elsewhere, fully indemnify Azuga for any claims arising therefrom.
5.5. Driving Disclosures and Limitations:
The Devices and Services are driver aids only and are not a substitute for a safe, conscientious driver. They cannot compensate for distracted, inattentive, or impaired drivers. Customer and its Authorized Drivers shall always remain solely responsible for the safe and legal operation of all vehicles and shall bear all liabilities and responsibilities thereto. Customer is strictly obligated to regularly advise, train, and explicitly instruct its Authorized Drivers that they must remain responsible for avoiding collisions and should never wait for a warning from the Devices before taking evasive measures, and that they must not use the Services in any manner that is dangerous or distracts from the safe operation of the vehicle. Additionally, any available "live stream" capabilities may experience delays of several seconds and must never be used to assist a driver in actively operating a vehicle.
5.6. Export Controls and Sanctions.
Customer represents and warrants that Customer and its Authorized Drivers are not the subject or target of sanctions or restrictions under applicable U.S. or Canadian sanctions laws, and are not located in, under the control of, or a national or resident of any country to which the export of the Services is prohibited by such laws. Customer shall not, and shall not permit its Authorized Drivers to, access or use the Services in any embargoed or sanctioned country, or for any prohibited end-use, including but not limited to nuclear, chemical, or biological weapons proliferation.
6. SUBPROCESSORS, THIRD-PARTY SERVICES, AND OEM TERMS
6.1. Third-Party Services:
The Services may include references, links, or access to "Third-Party Services" offered by Azuga’s resellers, partners, licensors, and suppliers. Customer acknowledges that the use of any Third-Party Services is at its own risk and is expressly governed by applicable "Third-Party Terms" as designated on the Customer’s Order Form. Any specific Third-Party Services applicable to the Customer will be designated on the Customer's specific Order Form. For the purposes of this EULA and the Document Stack, Third-Party Schedules constitute Third-Party Terms. To the extent that any Order references any Third-Party Service, the terms contained in the Third-Party Schedules, available at https://www.azuga.com/license-agreement applicable to the Third-Party Service subscribed to shall apply. Customer acknowledges and agrees that Azuga does not control or take responsibility for any of the Third-Party Services. Customer’s use of any Third-Party Services is dictated exclusively by the applicable Third-Party’s terms which are incorporated herein by reference and are subject to change.
6.2. Upstream Authorized Data Sources & OEM Dependencies:
Azuga relies on upstream Authorized Data Sources, including Original Equipment Manufacturers (OEMs), to supply critical Vehicle Data. Customer acknowledges that pass-through terms or "Supplemental OEM Terms" may apply to their use of specific OEM data feeds. Customer agrees to abide by all Supplemental OEM Terms and, where required, to directly issue specific OEM consents. Azuga's compliance with any upstream data agreements is explicitly dependent on Customer's adherence to these Supplemental OEM Terms.
6.3. App Store Terms:
If Customer accesses the Services through an application from the Apple App Store, Customer agrees to be bound by the App Store Terms of Service, including its Usage Rules, and acknowledges that the Agreement is between Customer and Azuga only, and not with Apple. Azuga (not Apple) is solely responsible for the Services, maintenance, and addressing product liability or intellectual property claims. Customer acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. In the event of any failure to conform to any applicable warranty, Customer may notify Apple for a refund of the purchase price, but to the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever. Apple is not responsible for addressing any claims relating to the Services, including product liability, legal or regulatory compliance, or consumer protection claims, nor is Apple responsible for investigating, defending, or settling and third-party intellectual property infringement claims.
6.4. Subprocessors.
Azuga may bring in other companies ("Subprocessors") to help run the Services. Azuga will require each one to protect Customer/Driver Data at least as well as this EULA and the privacy laws that apply, including PIPEDA and Law 25. Azuga stays responsible to Customer for how its Subprocessors handle the data.
7. TELECOMMUNICATIONS, GPS, AND HARDWARE DISCLAIMERS.
7.1. Telecommunications and GPS Limitations.
Customer acknowledges that the Services rely on third-party telecommunications networks and GPS satellites. The Services may be temporarily refused, interrupted, delayed, or limited because of atmospheric, terrain, natural or artificial conditions, and network usage concentrations. Customer further acknowledges that GPS tracking requires a relatively clear “line of sight” to satellites; objects such as buildings, parking garages, or dense urban areas may shield the antenna and weaken signals, impeding reliable and accurate positioning. Azuga is not responsible for any such interruptions, delays, or the inability to use the Services.
7.2. Required Wireless Carrier Flow-Down.
Customer is not a third-party beneficiary of any agreement between Azuga and Azuga’s underlying wireless carriers. 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 against any and all claims arising in any way from Customer’s or its Authorized Driver’s use of the Services.
7.3. Bring Your Own Device (BYOD) Disclosure.
If Customer operates the Services using its own mobile devices, equipment, or communication services (including wireless service), Customer acknowledges that Azuga has no control over the performance of such equipment. Azuga undertakes no liability for Customer-provided equipment, including its integration or integration with the Services. Performance of the Services may be adversely impacted by Customer-provided equipment, and Azuga’s ability to troubleshoot, support, and maintain the Services may be hindered or prevented by the use of such equipment.
8. CANADIAN SPECIFIC TERMS
The following terms apply to the EULA if the document is being utilized for Canadian customers.
8.1. Language of the EULA.
The Parties acknowledge that they have been provided with a French version of this EULA. The Parties expressly requested that the contract be drawn up in English and expressly required that they be bound exclusively by the English version of the EULA. The Parties expressly agree that this EULA and all related documents, including notices and other communications, be drafted exclusively in English. La partie à ce CLUF reconnaît qu’une version française de celui-ci lui a été remise. Après avoir demandé expressément à ce que le CLUF soit rédigé en anglais, les parties ont exigé expressément qu’elles soient liées exclusivement par la version anglaise du CLUF. Les parties consentent expressément à ce que le présent CLUF ainsi que tous les documents qui s’y rattachent, incluant les avis et autres communications, soient rédigés en anglais exclusivement.
8.2. Biometric Data.
If the Services collect or use biometric data, Customer must get each Authorized Driver to clearly agree before that data is collected. Customer must also make any filing Quebec law requires, including telling the Commission d’accès à l’information before setting up a biometric database.
9. AMENDMENTS AND MODIFICATIONS.
9.1. Unilateral Amendments.
Azuga reserves the right to modify or update this EULA 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. Notwithstanding the foregoing, where required by applicable Quebec law (including for contracts of adhesion or consumer contracts), Azuga will provide Customer with reasonable prior written notice of any material modification, and where such modification operates to Customer's detriment, Customer may terminate the affected Services without penalty before the modification takes effect.