Solution Terms

The agreement

These Solution Terms (these Solution Terms) are the terms and conditions that govern the operation and use of, and, with respect to Geotab Resellers, the resale and distribution of, the Nauto Solution. Any deviations from or modifications to these Solution Terms must be expressly approved by us in writing.

These Solution Terms, along with any Orders with us, constitute the agreement between (i) Nauto (we, us, or our) and (ii) Customer and its Users (collectively with Customer, you or your). Unless otherwise defined in an Order with us, capitalized terms used in such Order have the meanings set forth in these Solution Terms. Different provisions may apply to an Order depending on the jurisdiction(s) in which you are located and where the Nauto Solution is being used. In the event of a direct conflict between these Solution Terms and an Order, these Solution Terms will control, unless such Order is with us, in which case, the Order with us will control to the extent of direct conflict and only with respect to that Order.

Important notices

Although we believe that the Nauto Solution, when used as intended and in accordance with these Solution Terms, is compliant with applicable law in Supported Countries, compliance depends in part on how you configure, and how and where you use, the Nauto Solution. Any communications by Nauto regarding your compliance with laws is for general informational purposes only. We do not warrant that your use of the Nauto Solution is legal in every location or complies with any specific legal requirements that may be applicable to you. Customer is solely responsible for ensuring that its use of the Nauto Solution complies with applicable law. Please see the “DISCLAIMERS” section below for additional disclaimers related to the Nauto Solution.

Acceptance

Customers and Users

BY ACCEPTING THESE SOLUTION TERMS, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THEM. YOU ACCEPT THESE SOLUTION TERMS BY ANY OF THE FOLLOWING: BY EXECUTING AN ORDER THAT INCORPORATES THESE SOLUTION TERMS, BY CLICKING A BOX INDICATING ACCEPTANCE OF THESE SOLUTION TERMS, OR BY INSTALLING, ACCESSING, OR USING THE NAUTO SOLUTION. IF YOU DO NOT WISH TO BE BOUND BY THESE SOLUTION TERMS, DO NOT INSTALL, USE, OR ACCESS THE NAUTO SOLUTION.

Geotab Resellers

TO THE EXTENT THE PERSON ACCEPTING THESE SOLUTION TERMS REPRESENTS, WORKS FOR, OR IS ACTING ON BEHALF OF A GEOTAB RESELLER, THEN SUCH PERSON ACCEPTS THESE SOLUTION TERMS ON BEHALF OF SUCH GEOTAB RESELLER BY CLICKING A BOX INDICATING ACCEPTANCE TO THESE SOLUTION TERMS. BY ACCEPTING THESE SOLUTION TERMS, SUCH PERSON REPRESENTS AND WARRANTS THAT SUCH PERSON HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THESE SOLUTION TERMS. THE ONLY SECTIONS OF THESE SOLUTION TERMS THAT APPLY TO A GEOTAB RESELLER IS THIS PAGE AND THE SECTION TITLED “TERMS APPLICABLE TO GEOTAB RESELLERS.”

Index

• Definitions; Interpretation
• Terms Applicable to Pilots
• Use of the Nauto Solution
• Privacy and Data Security
• Pricing and Payment Terms
• Shipping and Delivery
• Nauto Device Warranty
• Disclaimers
• Limitation of Liability and Indemnification
• General Terms
• Terms Applicable to GeoTab Resellers

1. Definitions; Interpretation — Definitions

For these Solution Terms, the following terms have the following meanings:

• Admin(s) means the natural person(s) authorized by Customer from time to time to serve as an administrator of the Nauto Service for Customer. Admins have certain administrative privileges, such as the ability to submit CVRs, that Users do not have.
• Affiliate means, with respect to an entity, any entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
• Ancillary Devices means any side-view cameras, wireless backup cameras, interior cargo cameras, intelligent blindspot cameras, and any DVR hubs that support these or Nauto’s primary windshield-mounted camera device.
• Authorized Reseller means a person that is authorized by us to resell or distribute the Nauto Solution to third parties in Supported Countries, including GeoTab Resellers.
• Background IP means our methods, techniques, graphics, images, designs (including user interfaces and dashboards), navigation, algorithms, tools, trade secrets, or other intellectual property rights of any nature used in connection with our products or services, together with any know-how, methodologies, insights, processes, techniques, inventions, concepts, analytical tools, insights, discoveries, improvements, involve or otherwise relate to our products or services. For clarity, Background IP excludes Customer Data and Customer-Provided Data.
• Consents means all notices and consents required under applicable law that pertain to the Processing of Media or other information by Nauto or the Nauto Solution.
• Controller means the terms “controller” or “business” (or similar terms) as such terms are defined in applicable Data Protection Laws.
• Customer means the entity that is procuring products or services from Nauto or an Authorized Reseller and has entered into an Order. In some cases, a Customer’s Affiliate will be permitted to place Orders for the Nauto Solution and in these cases the term “Customer” means such Affiliate.
• Customer Data means Media recorded by Customer’s Nauto Devices that identifies Customer or the driver of, or any passengers in, that Customer Vehicle. For clarity, Customer Data excludes (i) De-Identified Data, (ii) Exterior Data; (iii) Device Data, (iv) Service Data, and (v) data temporarily buffered on any Nauto Devices.
• Customer-Provided Data means data, content, and other materials that are owned or licensed by Customer that you provide us in connection with your use of the Nauto Solution, such as VIN numbers, driver information, Customer site addresses, bank information, and organizational hierarchies to which Customer Vehicles are assigned. For clarity, Customer Data is not Customer-Provided Data.
• Customer Vehicle means the vehicle in which a Nauto Device is installed.
• CVR means custom video requests by which an Admin can request that video for a certain period of time be uploaded. Additional Fees may apply to CVRs.
• Data Protection Laws means laws related to privacy, data protection, or collection of, access to, or processing of Personal Data applicable to the party processing the applicable data in question, as the same may be amended from time to time, including, as applicable, the California Consumer Privacy Act of 2018 and similar laws of other US states, the EU General Data Protection Regulation and national implementing laws, the UK Data Protection Act 2018, the Federal Act on Data Protection of Switzerland, the Privacy Act (Canada); and Law 25 of Quebec and similar laws of other Canadian provinces.
• De-Identified Data means Customer Data that has been de-identified, including by using reasonable efforts to blur identifying images, so as not to identify Customer or the driver or any passengers in a Customer Vehicle. De-Identified Data includes all de-identified data that is derived from Customer Data, such as safety insights and analyses.
• Device Data means data captured by Nauto Devices that is not Customer Data, Exterior Data, or Service Data, including device health status, network or internet protocol addresses, operating system identification, mobile network identification, device identifier, device registration status, device tampering data,, and technical log files.
• Documentation means all user manuals, user guides, installation guides, FAQs, and other materials, whether online or hard copy, relating to the operation and use of the Nauto Solution that we make generally available to our customers in that particular region, as the same may be updated from time to time.
• DPA means the Data Processing Addendum located at https://www.nauto.com/legal/data-processing-addendum, as the same is updated from time to time, unless we and Customer have entered into a separate Data Processing Agreement, in which case that agreement will govern.
• Exterior Data means the Media from a Nauto Device’s exterior-facing camera(s) or sensors.
• Fees means the fees payable to us pursuant to an Order, which may include fees for Hardware, Subscriptions, Service Packages, Nauto Device installation/uninstallation, and Features.
• Features means certain features or additional services made available or provided by us from time to time, such as CVRs or “Nauto Insights,” that are usage-based or may require payment of additional Fees.
• Fleet Deployment Order means a Fleet Deployment Order, a Transfer Order, or other agreement that references and incorporates these Solution Terms, executed by us (or an Authorized Reseller) and Customer, relating to the purchase, use, or support of the Nauto Solution, other than for a Pilot.
• Geotab Reseller means, with respect to Orders placed via the GeoTab Marketplace, any person that resells the Nauto Solution to third parties in Supported Countries via the GeoTab Marketplace.
• Government Entity means any national, federal, state, provincial, territorial, local, municipal, or other government or government agency, instrumentality, or entity.
• Hardware means Nauto Devices, Pilot Devices, and other Nauto-provided hardware, including angle bracket, Mark Button, and OBD2 cable, sold or otherwise provided by or on behalf of Nauto to a Customer pursuant to an Order.
• Initial Subscription Term means the initial subscription term set forth in Fleet Deployment Order with us.
• Mark Button means a button device that can be connected to an applicable Nauto Device that causes such Nauto Device to record media for a set period of time when the button device is pressed.
• Media means visual (i.e., video and photo) and audio raw media that is recorded by a Nauto Device’s cameras and microphones.
• Mobile Apps are applications for mobile devices that we may release from time to time to provide Admins, Users, or others (such as installers) with mobile access to the Nauto Service or other resources. Mobile Apps may be downloaded, for example by drivers or installers, from the appropriate application store (e.g., Apple App Store or Google Play Store). The downloading and use of a Mobile App is also governed by the end user license agreement accompanying the Mobile App.
• Nauto means Nauto, Inc. or its Affiliate, as applicable.
• Nauto Device means Nauto’s primary windshield-mounted camera device, together with any Mark Buttons, Ancillary Devices, and any other Nauto devices, that are sold or otherwise provided by or on behalf of Nauto to a Customer pursuant to an Order and are installed in a vehicle.
• Nauto Service is Nauto’s SaaS solution, which processes Media and other data that may be uploaded, provides Solution Output to Customers and Users, and enables Admins to manage the service.
• Nauto Solution means the Hardware, the Nauto Service, Features, and the Mobile Apps, together with related Documentation.
• Order means a Pilot Order, Fleet Deployment Order, or other document ordering the Nauto Solution, as applicable, executed by Nauto (or as applicable an Authorized Reseller) and Customer that references and incorporates these Solution Terms. Regardless of whether an Order is with us or an Authorized Reseller, these Solution Terms apply to all Orders.
• Personal Data means the terms “personal data” or “personal information” (or similar terms) as such terms are defined in applicable Data Protection Laws.
• Pilot means the use of the Nauto Solution by Customer on a trial basis for a limited period of time for evaluation purposes.
• Pilot Devices means Nauto Devices used in a Pilot pursuant to a Pilot Order.
• Pilot Order means an order for a Pilot that references and incorporates these Solution Terms, executed by us (or an Authorized Reseller) and Customer.
• Privacy Policy means Nauto’s privacy policy applicable to the Nauto Solution, as the same is amended from time to time, located at https://www.nauto.com/legal/products-and-services.
• Processing means the term “processing” (and other forms, such as “process”) as such term is defined in applicable Data Protection Laws.
• Processor means the terms “processor” or “service provider” (or similar terms) as such terms are defined in applicable Data Protection Laws.
• Purposes for Fleet Deployment Orders means the internal use of the Nauto Solution by Customer as a safety solution designed to help reduce driving risks, collisions, and losses by providing alerts and safe driving coaching to drivers, and to support fleet safety and asset and claims management.
• “record” (and other forms, such as “recorded”) means Media that is recorded by a Nauto Device, whether or not uploaded. Media that is only temporarily buffered (for example, in RAM) is deemed not to be recorded.
• Renewal Term means each renewal term of a Subscription following the Initial Subscription Term.
• Restricted Party Lists means (i) the Specially Designated Nationals and Blocked Persons List, US Department of Treasury, Office of Foreign Assets Control (OFAC); (ii) the Foreign Sanctions Evaders List, OFAC; (iii) the Sectoral Sanctions Identification List, OFAC; (iv) the List of Statutorily Debarred Parties, US Department of State, Directorate of Defense Trade Controls; (v) the Denied Persons List, US Department of Commerce, Bureau of Industry and Security (BIS); (vi) the Entity List, BIS; (vii) the Unverified List, BIS; (viii) the consolidated sanctions list of financial sanctions target from the Office of Financial Sanctions Implementation within Her Majesty’s Treasury in the UK; (ix) the consolidated list of persons, groups and entities subject to EU financial sanctions, managed by Directorate-General for Financial Stability, Financial Services and Capital Markets Union as published in the Official Journal of the EU; or (x) any other sanctioned, debarred, or criminal person list maintained by the US, UK, or EU.
• Safety Incident means a collision, near-collision, or other safety-related incident, in each case, involving a Customer Vehicle, and which may include hard-braking, -acceleration, and -cornering events.
• Service Data means data relating to Customer’s configuration and usage or performance of the Nauto Solution, but does not include Customer Data or Customer-Provided Data.
• Service Level means the Service Level as set forth in a Fleet Deployment Order with us. See SLA for details.
• Security Policy means Nauto’s policy for network and data security located at https://www.nauto.com/legal/security-policy, which, as updated from time to time, is part of these Solution Terms.
• Service Package means the Service Package for a Subscription as set forth in a Fleet Deployment Order with us.
• SLA means our Service Level Agreement for the Nauto Service located at https://www.nauto.com/legal/service-level-agreement, which, as updated from time to time, is part of these Solution Terms.
• Solution Output means any alerts, reports, analyses, insights, or other data or output that are provided to, or obtained by, you or a driver through the use of the Nauto Solution.
• Specifications means the technical specifications of the Nauto Devices sold to Customer, which can be found in the Nauto User Guide provided to Customer with (or at the time of ordering) such Nauto Devices. Software builds used in Nauto Devices may change during a Subscription Term.
• Subscription means a subscription to the Nauto Service or a Feature, as applicable.
• Subscription Term means (i) in a Fleet Deployment Order with us, the Initial Subscription Term together with any Renewal Terms or (ii) in any other Fleet Deployment Order, the period of time in which Customer has purchased access to the Nauto Service as set forth in such Order, together with any renewals of the same.
• Supported Countries means the specific countries in which Nauto has expressly authorized the sale and use, or, with respect to Authorized Resellers, the resale or distribution, of the Nauto Solution.
• Taxes means any transaction taxes, including value-added, GST, sales, use, or withholding taxes, and any other duties, tariffs, import fees, charges, fees, levies, WEEE (waste electronic and electrical equipment) and related or equivalent environmental legislation compliance costs or registrations (subject to applicable law), charges related to any packaging directive or similar assessments in connection with our provision of the Nauto Solution, including any Hardware, and any inventory taxes, personal property taxes, or use taxes arising out of Customer’s possession, control, or use of Hardware.
• Transfer Agreement means a tri-partite agreement by which Nauto services or products are transferred from a Customer to a third party and approved by us in writing.
• “upload” (and other forms, such as “uploaded”) means uploaded from Nauto Devices or Pilot Devices to the Nauto Service.
• Uploaded Incident means a Safety Incident that has been uploaded. An Uploaded Incident may be uploaded automatically by the Nauto Solution, in response to a CVR, or through the use of the Mark Button.
• User(s) means drivers and other natural persons(s) authorized by Customer from time to time to access and use the Nauto Service and any persons authorized by Customer to use any Accounts.

Interpretation

For purposes of these Solution Terms and each Order with us: (i) references to a “party” or “parties” means, respectively, a party to, or the parties to, these Solution Terms or such Order, as the context dictates; (ii) they will be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party, and ambiguities will not be interpreted against the party that drafted the relevant language; (iii) the words “including,” “for example,” “e.g.,” and variations thereof (unless such terms are qualified by terms like “only” or “solely”), will be read and understood to be exemplary and non-exhaustive, and followed by the words “without limitation”; (iv) unless the specific context clearly expresses otherwise (such as when qualified by the word “either”), the word “or” is not to be interpreted as being exclusive; (v) section or other headings are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of these Solution Terms or such Order; (vi) the words “will” and “shall” are to be interpreted as being synonymous; (vii) any schedules, appendices, and exhibits attached hereto or thereto, or documents referenced herein or therein by hyperlink, are hereby incorporated by reference as the same are amended, supplemented, or modified from time-to-time; (viii) any reference to “laws” includes, unless a contrary intention is expressed, all national, federal, provincial, state, and local statutes, laws (including common law), ordinances, rules, decrees, codes, and regulations, binding regulatory guidelines, executive orders, court orders, and judicial or administrative holdings or binding interpretations as in effect from time to time; (ix) unless otherwise stated, references to recitals, sections, subsections, paragraphs, schedules, appendices, and exhibits are references to recitals, sections, subsections, and paragraphs of, or schedules, appendices, and exhibits to, these Solution Terms or such Order, as applicable; (x) unless otherwise indicated, all currency amounts are in U.S. dollars; (xi) grammatical changes will be made to words where the context requires or permits, including changes from plural to the singular and vice-versa and any reference to one gender also includes other genders, and, where applicable, a legal entity; (xii) references to “their” or variants thereof are inclusive of any genders or persons, and may be singular or plural as the context dictates; (xiii) references to a “person” or “entity” includes an individual, body corporate (in whatever form wherever incorporated), unincorporated association, trust, or partnership (whether or not having separate legal personality), government, state, territory, or province, or agency of a state, territory, or province, or two or more of the foregoing and the word “it” may refer to a person or an entity as the context dictates; (xiv) references to a writing will be deemed to include any modes of reproducing words in a legible and non-transitory form, including electronic form; (xv) references to “business day” will be construed as a reference to any day except Saturday and Sunday, local, federal, provincial, state, or national statutory holidays recognized at the locations of the parties as set forth herein, and any other days on which a party closes its business for all or substantially all of its staff in recognition of holidays and “business hours” means a party’s established hours of operations on a business day (if it has no established hours, its business hours will be deemed to be 9 am to 5 pm local time); (xvi) any translation of the Solution Terms or such Order into another language is done for local requirements only and the English language version will govern in all cases; (xvii) all other documents provided under or in connection with these Solution Terms or such Order will be in English, or accompanied by an English translation and, in such cases the English translation will prevail unless the document is a constitutional, statutory, or other official document; and (xviii) references to “intellectual property rights” is to be construed in the broadest manner possible and includes all intellectual property rights of any nature in any relevant jurisdiction.