Solution Terms

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: THESE SOLUTION TERMS CONTAIN DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, INDEMNIFICATION PROVISIONS, A CLASS ACTION WAIVER, AND A WAIVER OF JURY TRIAL.

IMPORTANT: 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.

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

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 [insert link], 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/services-and-products.
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 [insert link], 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 [insert link], 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.

Terms Applicable to Pilots

This section applies only to Pilot Orders.

Purposes: The Purposes of a Pilot are to enable Customer to familiarize itself with the Nauto Solution during the Pilot Period and to allow Customer to evaluate whether to enter into a Fleet Deployment Order.

Extensions to Pilot Period: Pilot Period means the length of the Pilot as set forth in the applicable Pilot Order (Pilot Period). For any Pilot Order with us, the Pilot Period may be extended upon the mutual consent of Customer and Nauto (email from Nauto Customer Support confirming Customer’s request to extend for a specified additional time period being sufficient).

Pilot Devices:

Pilot Devices (including related parts, such as angle bracket, Mark Button, and OBD2 cable) are new or gently used, but are fully functional. Pilot Devices have a software build current as of the date of shipment. Software builds in Pilot Devices may change during the Pilot Period.
Ownership of Pilot Devices remains with Nauto (or Authorized Reseller, as applicable) and are loaned, not sold, to Customer for the duration of the Pilot Period. No licenses or other rights are granted in or to the Pilot Devices, except the right to use them in the Pilot in accordance with these Solution Terms and the Pilot Order. Customer will not take any actions with respect to the Pilot Devices that are inconsistent with Nauto’s (or, as applicable, Authorized Reseller’s), ownership of the Pilot Devices (e.g., no liens, no sale, leasing, or transfers of the devices, etc.).
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, PILOT DEVICES ARE PROVIDED “AS-IS” WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, but if a Pilot Device materially malfunctions during the Pilot Period in a manner that would otherwise be covered by the Nauto Device Warranty please contact Nauto Customer Support (support@nauto.com). For any Pilot Order with us, if the Pilot Period has at least 60 days or more remaining, as a courtesy we will provide a replacement Pilot Device for the duration of the Pilot Period at no expense to Customer. At our request, Customer will return malfunctioning devices to us (at our expense) for troubleshooting.
Customer agrees to return the Pilot Devices to us (or the Authorized Reseller, as applicable) in good condition, reasonable wear and tear excepted, within 30 days of the end of the Pilot Period. Please contact Nauto Customer Support (support@nauto.com) or, if applicable, the Authorized Reseller, for return instructions. For any Pilot Order with us, in the event Customer fails to return any Pilot Devices within such period in good condition, then Nauto will invoice Customer for, and Customer agrees to pay, the current MSRP for each such Pilot Device.
For any Pilot Order with us, if, within 30 days of the end of the Pilot Period, Customer elects to convert all of the Pilot Devices into a Fleet Deployment Order with us, then, at Nauto’s election, as part of such Fleet Deployment Order either (i) Customer will retain such Pilot Devices (which will be purchased by Customer) or (ii) Nauto will sell Customer Nauto Devices to replace any Pilot Devices returned to us.

Service Levels and Support: For any Pilot Order with us, the SLA applies in all material respects during the Pilot Term, provided that no credits are due in the event we fail to meet the SLA.

Termination: Customer may terminate a Pilot Order with us at any time during the Pilot Period upon written notice to Nauto Customer Support (support@nauto.com). We may terminate the Pilot if Customer or any Users are in breach of a Pilot Order or these Solution Terms and such breach is not cured within 30 days of Nauto notifying Customer of such breach (10 days in the event of a failure to make any payments to us when due). Pilot Fees paid to us are non-refundable (including in the event of early termination of the Pilot by Customer).

Other Terms. The following sections of the Solution Terms apply to Pilot Orders: “Definitions; Interpretation,” “Nauto Solution Use Terms,” “Privacy and Data Security,” “Pricing and Payment Terms; Shipping and Delivery,” “DISCLAIMERS,” “LIMITATION OF LIABILITY AND INDEMNIFICATION,” and “General Terms.” In the event of any direct conflict between any provisions of these “Terms Applicable to Pilots” and the provisions of the sections of the Solution Terms referenced above, these “Terms Applicable to Pilots” will control. In the provisions of the sections of the Solution Terms referenced above, the term “Purposes” has the meaning as set forth above, the term “Pilot Period” will replace references to the “Subscription Term,” and the term “Pilot Device” will replace references to “Nauto Device.”

Use of the Nauto Solution

Access: The Nauto Service supports current versions of Firefox, Chrome, Microsoft Edge, and Safari, although there may be differences in performance and functionality between different browsers. Certain features and services, including support, may require use of email software or a mobile device that is able to receive text messages (third party fees may apply). Use of the Nauto Solution does not require the downloading or installation of any Nauto client-side software, but Users may need to install a Mobile App on a compatible mobile device to access the Nauto Service. Because use of the Nauto Service involves other hardware, software, and Internet access, a User’s ability to use the Nauto Service may be affected by the availability and performance of these items. Such third-party system requirements and expenses, which may change from time to time, are solely Customer’s responsibility.

Availability: The Nauto Service is generally available 24x7x365 except for periods during which the Nauto Service is down, in whole or in part, for updates, upgrades, maintenance, or due to Force Majeure Events. We will use commercially reasonable efforts to ensure uptime in accordance with the applicable Service Levels set forth in the SLA. To minimize inconvenience, we will use commercially reasonable efforts to provide reasonable advance notice of scheduled or anticipated downtime, but downtime may occur at any time and without advance notice and may last longer than anticipated or communicated.

Accounts:

Users: The Nauto Service may be accessed only by Users who create a User account through the Nauto Service (Account) and then only in accordance with these Solution Terms.
Admins: During the Subscription Term, Customer will provide at least one User with administrative privileges (each, an Admin). Each Admin is able to configure certain elements of the Nauto Solution and manage, and may monitor, Account activity. To provide the service, we need to have certain Business Contact Data for each Admin. Business Contact Data may include the name, email address, phone number, address, and other business-related information of such Admin. Each Admin (and Customer) consents to the use of an Admin’s Business Contact Data by us for the purpose of providing the Nauto Solution to Customer.
Accounts Generally:

Each User must create a password for their Account, unless Customer has elected to utilize single sign on, in which case they will handle the log-on per Customer’s policies and instructions. Each User is solely responsible for maintaining the confidentiality and security of their password.
Customer is entirely responsible for all activities by its Users or that occur on or through an Account. We are not responsible for any loss, damage, or other liability arising out of any prohibited or unauthorized use of an Account.
Only the natural person assigned an Account may use that Account.
Hardware or software used to pool connections, reroute information, or reduce the number of users that access or use the Nauto Service (sometimes referred to as “multiplexing” or “pooling”) are prohibited.
An Account will be active only so long as that User is authorized by Customer. Accounts cannot be authorized for any third parties unless pre-approved by us and Accounts may not be resold, leased, or otherwise provided to third parties, whether for consideration or not. An Account may be terminated immediately without notice when that User is removed as an authorized Admin or User by Customer, upon termination or expiration of the applicable Subscription Term, for nonpayment of Fees, or if we believe there has been a violation of the Solution Terms.
Unless otherwise expressly provided for in an Order with us or pre-approved by us, Users will only consist of: (i) employees of Customer, and (ii) third party contractors of Customer who are at that time providing related services to Customer that require access to the Nauto Service and who do not compete with us (Permitted Contractors). Employees of, or contractors for, our competitors are prohibited from accessing or using the Nauto Service without our express prior written consent, which consent may be withheld in our sole discretion.
The Nauto Solution is not for use by persons under 18 years old (or the age of majority in the jurisdiction in which such person resides) and such persons may not create or use an Account or otherwise access or use the Nauto Service.

Reporting: In certain locations, the Nauto Solution can be used to support the following:

Electronic Logging Devices (ELD): Automate driving status changes by pairing in-vehicle hardware with the Mobile App, reducing manual errors and saving drivers’ time (Mobile App only).
Driver Vehicle Inspection Reports (DVIR): Simplify pre- and post-trip inspections with guided mobile workflows using the Mobile App (Mobile App only).
Hours of Service (HoS): Monitor driver availability and ensure logs remain within FMCSA limits (desktop only).
International Fuel Tax Agreement (IFTA): Track mileage by state and generate quarterly reports (desktop only).

Although the Nauto Solution is a tool that can facilitate ELD, DVIR, HoS and IFTA, Customer remains responsible for ensuring compliance with applicable law and related requirements in this regard.

Support: For any Orders with us, we will provide Customer and its Users with support in connection with the use of the Nauto Service during regular support hours in accordance with the SLA and the applicable Service Level (Support). We may subcontract Support services at our discretion without notice or consent. You understand that we are not responsible to provide Support for any issues resulting from problems, errors, or inquiries related to any systems, hardware, or software not provided by us; or Internet service or due to improper installation of Nauto Devices (except where we handled installation) or due to tampering with or abuse or misuse of Nauto Devices.

Customer Data:

Buffered Media: Nauto Devices may temporarily buffer Media on a Nauto Device for real-time processing. Buffered Media is not Customer Data.
Recorded Media: If Customer configures the Nauto Solution to record Media, Media will be encrypted and stored locally on the Nauto Device. Unless uploaded, this Media is then overwritten (deleted) in the ordinary course of operations. The duration of storage of locally recorded Media will vary depending on Nauto Device configuration and use. Please note that recording must be enabled for CVR and look back.
Uploaded Media: Uploading of Media to the Nauto Service is event driven, either because a Safety Incident is detected by the Nauto Device, the Mark Button is pressed, or a CVR is submitted (for more details, see “CVRs” below). Recorded Media that is not uploaded will be overwritten and permanently deleted in the ordinary course of operations.
Ownership of Customer Data: Customer Data is owned by Customer.
Access to Customer Data: During the applicable Subscription Term and for a period of thirty (30) days thereafter, Customer may download uploaded Customer Data through the download features in the Nauto Service. It is generally not possible to recover or access Customer Data on Nauto Devices that was not uploaded prior to its deletion.

Use of Certain Data: We may record, analyze, process, and audit data and other information, including Customer Data, relating to the access, provision, use, and performance of the Nauto Solution, and we may, both during and after the applicable Subscription Term (i) use such data and other information to monitor and enforce our rights hereunder, resolve disputes, prevent fraud and abuse, comply with law, undertake M&A activity, and to measure the performance of, secure, develop, and improve the Nauto Solution and other offerings; (ii) disclose such data and other information solely in a de-identified format, apart from disclosures pursuant to legal order or process, investigation, or enforcement action; and (iii) use, license, sell, or otherwise distribute De-Identified Data to third parties for any purpose, including for road safety initiatives, urban planning, autonomous or assisted or “self-driving” vehicle training, insurance analytics, and other commercial purposes. Data in the Nauto Solution may be transmitted over various networks and changed to conform and adapt to technical requirements.

Licenses:

License to Nauto Solution: Subject to these Solution Terms and the timely payment of all Fees, we grant Customer during the applicable Subscription Term a non-exclusive, non-transferable, non-sublicensable, and revocable limited license, solely for the Purposes, and in the Supported Countries: (i) to access and use the Nauto Service through the interfaces we provide for the number and type of Subscriptions specified in the applicable Order; (ii) to execute the software embedded in Nauto Devices in binary form as embedded in the Nauto Devices; and (iii) to display and distribute internally within Customer’s organization, and make a reasonable number of copies of, the Documentation. This license is valid only for so long as the applicable Subscription Term is in force and payments of Fees are timely paid. All rights not expressly granted are reserved by us. ALL SOFTWARE IN THE NAUTO SOLUTION IS LICENSED, AND IS NOT SOLD, TO CUSTOMER.
License to Customer Data: Customer hereby grants to us: (i) a non-exclusive, worldwide, royalty-free right and license during an applicable Subscription Term to (and to have our service providers do so on our behalf) copy, store, process, and otherwise use Customer Data for the purposes of providing the Nauto Solution to Customer and to comply with requirements of applicable law; and (ii) a perpetual, non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable, and transferable right and license to (and to have our service providers do so on our behalf) copy, store, modify (including to de-identify), create derivatives of, process, display and perform, and otherwise use Customer Data for purposes of developing and improving our products and services, training our models and improving our algorithms, and creating De-Identified Data, and other reports and analyses based thereon.
License to Customer-Provided Data: You may from time to time provide us with Customer-Provided Data. As between you and us, you have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to input and use all such Customer-Provided Data. You hereby grant us a worldwide, royalty-free, non-exclusive, and revocable license during an applicable Subscription Term to (and to have our service providers do so on our behalf) store, copy, access, process, modify, and use Customer-Provided Data for the purposes of providing the Nauto Solution to you and to comply with requirements of applicable law. For avoidance of doubt, there is no transfer of ownership of any Customer-Provided Data from Customer to us under these Solution Terms.
License to Solution Output: We grant you a worldwide, perpetual, irrevocable, non-exclusive, and royalty-free license to use and modify the Solution Output for the Purposes. Other than the foregoing license, all intellectual property rights in the Solution Output (excluding any Customer Data or Customer-Provided Data contained therein) remain with us (or with the owner thereof if not us). You will not, directly or indirectly, (i) resell, sublicense, distribute, publish, or otherwise make available to third parties the Solution Output without our express written consent; (ii) copy, modify, or otherwise create derivative works of the Solution Output, other than strictly in connection with the Purposes; or (iii) remove, obscure, or alter any copyright or proprietary notices in the Solution Output. In any event, you will not use any Solution Output for any fraudulent or malicious purpose or in violation of applicable law. Solution Output is intended to be one datapoint in connection with the Purposes. You need to make your own independent judgment as to whether and to what extent to use or rely on the Solution Output. We have no liability of any nature whatsoever for any decisions you make or actions you take (or choose not to make or not take) based on the Solution Output. Unless otherwise agreed in writing in a specific instance, once generated the Solution Output will not subsequently be updated or corrected.
Open Source Software: Notwithstanding anything to the contrary in the Solution Terms, to the extent required by an Open Source License that applies to a file or component included in the Nauto Solution software (Open Source Software), the terms of such Open Source License will apply to such Open Source Software instead of the terms of the applicable license grant in these Nauto Solution Use Terms. Open Source License means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license.
For the avoidance of doubt, Nauto may use Customer Data (pursuant to the license granted above), Exterior Data, Device Data, and Service Data for purposes of developing and enhancing Nauto’s products and services, training Nauto’s models and improving Nauto’s algorithms, and creating De-Identified Data. Customer's license grants under these Solution Terms do not limit or condition Nauto’s rights in data that Nauto owns.

CVRs: Not all Safety Incidents may be uploaded and an uploaded Safety Incident may not contain the entirety of a Safety Incident. The CVR must specify the number of minutes to be uploaded preceding or following an uploaded Incident or a time range (in minutes using GMT) on a specified date. IMPORTANT: A CVR must be submitted if a Customer desires to upload any non-uploaded Customer Data, generally within 48-72 hours of its occurrence (specific period depends on how the Nauto Solution has been configured), otherwise such data may thereafter be unrecoverable. Upon receipt of a CVR, we will make reasonable efforts to upload such data, but cannot guarantee in each instance that Customer Data for the requested period of time can be uploaded.

Usage Rules:

Use of the Nauto Solution is conditioned upon the ongoing compliance during the Subscription Term by Customer and Users with the following usage rules (the Usage Rules).

You will not (and will not cause or permit any third party to):

allow the Nauto Solution to be used without Consents or any other applicable legal requirements, permits, or approvals in place based on the location and use of the Customer Vehicle.
install a Nauto Device in a vehicle that is not owned or leased by Customer unless Customer has permission to install a Nauto Device in such vehicle and such use is for the direct benefit of Customer.
transfer a Nauto Device for use other than by Customer without first entering into a Transfer Order with us;
fail to comply with applicable law pertaining to the use of the Nauto Solution, including recording and use of data and placement of equipment (for example, California Vehicle Code section 26708(b)(13) and similar laws that may apply to Customer, its personnel, or its vehicles.
remove or tamper with any SD or SIM cards in, or tamper with, or seek to access, extract, copy, or modify any of the content (including data, files, software, and firmware) in, a Device (including by connecting a USB or similar cable to it). Customer is liable for any damage to any SIM or SD cards included with a Nauto Device and any consequences of removal of such SIM or SD cards.
access an Account that is not the User’s Account or access or use any Nauto Services other than those for which Customer has an active Subscription.
“frame,” “mirror,” or serve the Nauto Service on any web server or other computer server over the Internet or any other network.
in any manner or in any form, (i) publish, perform, demonstrate, copy, modify, or reproduce the Nauto Solution, or to create any derivative works thereof; or (ii) rent, lease, loan, sell, re-sell, distribute, or redistribute the Nauto Solution under any circumstance without our express prior written consent.
disassemble, decompile, or reverse engineer the Nauto Solution or any element or component thereof (including Background IP), including: (i) converting the same from a machine-readable form into a human-readable form or any approximation thereof by, for example, studying the Nauto Solution’s behavior in response to a variety of inputs; or (ii) performing any other activity related to the Nauto Solution that could be construed to be reverse engineering, disassembling, or decompiling.
remove, obscure, or alter any copyright, trademark, or other proprietary notices, logos, or similar labels in the Nauto Solution.
use or access the Nauto Solution to conduct any benchmark, performance, or competitive testing or analysis of the Nauto Solution or disclose or publish the results of any such testing or analysis without Nauto’s express written consent.
conduct any systematic or automated data collection activities, including scraping, data mining, data extraction, or data harvesting on or in relation to the Nauto Solution.
interfere with or disrupt the Nauto Solution or the servers or networks connected to the Nauto Solution, circumvent, disable, or interfere with security features of the Nauto Solution, or exploit the Nauto Solution in any unauthorized way whatsoever, including by trespass or burdening network capacity.
use or launch any automated system, including “robots,” “spiders,” “offline readers,” or other similar systems that send more messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser.
use the Nauto Solution to promote or distribute any viruses, trojans, worms, root kits, spyware, or any other harmful software, programs, routines, applications, or technologies, or that may negatively affect the performance of the Nauto Solution or a computer or introduce significant security risks to the Nauto Solution or a computer.

use all or any part of the Nauto Solution, or allow the transfer, transmission, export or re-export of all or any part of the Nauto Solution, in violation of applicable law or otherwise engage in, facilitate, or further any unlawful conduct in connection with the use of the Nauto Solution.

If Customer or any Users are on any Restricted Party Lists, they may not access or use the Nauto Solution.

We may, in our sole discretion, suspend or terminate an Account, or suspend or limit Customer’s or any User’s access to or use of the Nauto Solution, in whole or in part, if we believe that the Usage Rules, or other provision of the Solution Terms, have been violated, if necessary to address a material security risk, or if required by applicable law.

Vehicle Maintenance: Nauto Devices draw a small number of milliamps of power from a Customer Vehicle’s battery even when in standby or hibernation mode. Hibernate mode requires less power but entails a boot of the Nauto Device when the vehicle is started and during this boot time not all Nauto Solution features may be active. As between Nauto and Customer, it is Customer’s sole responsibility to ensure that each Customer Vehicle has a battery in a condition able to adequately support the Nauto Device and that the vehicle’s battery remains sufficiently charged. In no event will Nauto have any responsibility of any nature due to or arising from a dead or undercharged battery in a Customer Vehicle, including battery damage or replacement, vehicle downtime, towing, or repair, or loss of revenue. IMPORTANT: If a Customer Vehicle will not be operated for an extended period of time (e.g., more than ~2 weeks), we recommend that a trickle charger is used on the vehicle or that the battery be disconnected while not in operation.

Changes: We may modify the Nauto Solution from time to time but will not, unless required to comply with applicable law, materially reduce its core functionality during a Subscription Term. We will have no liability to the extent we exercise such rights, other than if we discontinue any relevant services or Features during a Subscription Term (other than to comply with applicable law) to refund any prepaid Fees for such services or Features on a pro-rata basis. In the event we intend to “end of life” any Nauto Devices used by Customer during a Subscription Term, we will, circumstances permitting, provide Customer with not less than six (6) months prior notice and allow Customer a last-time-buy opportunity. Unless a Nauto Device has been “end-of lifed,” it is within Customer’s sole discretion whether to upgrade, at its expense, to new versions of Nauto Devices.

Privacy and Data Protection

AI: The AI used in the Nauto Device (i) does not provide automated decisionmaking (apart from providing alerts to drivers) or replace human decisionmaking in any respect, (ii) is not generative AI or agentic AI, and (iii) does not self-train iteratively using raw data (it is trained via human annotation and periodic updates).

Data Security: We operate the Nauto Solution in accordance with our Security Policy, which is made part of this “Privacy and Data Protection” section.

Personal Data:

Customer Personal Data: To the extent that Customer makes available any Personal Data to us (Customer Personal Data), Customer warrants that Customer has the legal right to make such Personal Data available to us. No “sensitive personal information” or “special category personal data” (as such terms or similar terms are defined by applicable law) are to be provided or made available to us (e.g., health data, financial data, or information about ethnic or racial origin).
Nauto as a Processor: Customer is the Controller of Customer Personal Data and Nauto is a Processor of Customer Personal Data (except for purposes of the Nauto Controller Activities, as set forth below). To the extent required by Data Protection Law, Nauto will process Customer Personal Data as a Processor in accordance with the DPA. For clarity, the DPA only applies to Nauto in its role as a Processor.
Nauto Controller Activities: Customer acknowledges and agrees that, subject to the licenses granted by Customer to Nauto in these Solution Terms and any Order that includes Customer Personal Data, (i) from the moment Nauto decides which Customer Personal Data to process in the manner and for the purposes set forth in the Privacy Policy (such processing, the Nauto Controller Activities), Nauto is a separate and independent Controller of such data and (ii) Customer allows Nauto to process such data in accordance with the foregoing. In no event will Customer and Nauto process any Personal Data as joint controllers. Customer acknowledges and agrees that as Nauto has no direct relationship with the natural persons whose Personal Data may be included in Customer Personal Data, Customer undertakes to (a) provide such persons, prior to the installation of a Device in a vehicle, the Privacy Policy and (b) promptly notify Nauto in writing if any such persons communicate to Customer that such person wishes to exercise any of its rights under Data Protection Laws as it relates to such notice.

Consents: Customer acknowledges and agrees that it, and not we, is responsible for Consents. In addition, Customer acknowledges that special Consents may be required with regard to passengers who are minors and agrees that it is Customer’s sole responsibility to obtain such special Consents.

Pricing and Payment Terms

Pricing Generally: Prices quoted by us are firm and not subject to audit, price revision, or price predetermination and are not subject to trade or other discounts (other than discounts expressly set forth in an Order with us). Customer acknowledges that the pricing is based on the provisions of these Solution Terms providing for an agreed allocation of the risk. Customer further acknowledges that the pricing and terms would have been different if there had been a different allocation of the risk.

Fees:

To access and use the Nauto Solution, Customer will pay the Fees set forth in an Order or, for Renewal Terms as communicated by us (or Authorized Resellers) to Customer.
For Fleet Deployment Orders with us, Customer may add Features, or increase the Service Package or Service Level, at any time during the Subscription Term upon notice and paying the applicable Fees for such Features, or for the added cost of the Service Package or Service Level. The Service Package and the Service Level can only be decreased (for example, going from Premium to Essentials or from Silver to Standard) at the end of the then-current Subscription Term. Adding additional Nauto Devices will be handled by putting in place an additional Fleet Deployment Order for such Nauto Devices.

Installation Fees:

If Nauto is handling Nauto Device installation, Nauto or its designated installer(s) will install Nauto Devices on agreed upon date(s) and time(s) at Customer’s premises or at such other mutually agreed upon location(s). Installation Fees are charged at Nauto’s actual cost and associated overhead and are valid for daytime installs during Nauto’s or its installer’s normal business hours. Installs outside those times, or missed or incomplete installation appointments (e.g., due to unavailability of vehicles, inaccessible installation locations, broken OBD ports, dead batteries, or cracked windshields), and any other installation delays or costs not caused by Nauto or its installer are not included and will be billed to Customer at cost. An installation appointment that Customer cancels on less than two (2) full business days prior to the date of such appointment, or if the installer is unable to access the facility, will be deemed to be missed appointments and a fee of US$500 will apply to each such missed appointment.

Taxes:

Fees are Exclusive of Taxes: Any Fees quoted and invoiced by Nauto are exclusive of all Taxes. Customer is responsible for paying all Taxes for Orders with us, excluding Taxes based on our income except if there is a legal obligation on Customer to record such Taxes by way of withholding as outlined below. If we have the legal obligation to pay or record Taxes for which Customer is responsible under this section, we will add the Taxes to the Fees and Customer will pay the Taxes to us unless Customer provides us with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer agrees to provide us with Customer’s valid VAT ID upon request where applicable or required.
Withholding Taxes: If Customer is required to withhold Taxes from any payment by Customer to us pursuant to applicable law in a country in which any services are delivered, used, or obtained, then Customer will make such deductions in the minimum amount required by law and remit such Taxes to the proper authorities on a timely basis. Customer will provide us with official documentation or tax receipts on such withholdings supporting such Taxes and such payments as may be required by us for our tax records as soon as reasonably possible following payment to the applicable taxing authority, and in any event no later than when required by applicable law.
Inventory Taxes: Customer is responsible for paying all inventory taxes, personal property taxes, or use taxes arising out of Customer’s possession, control, or use of Hardware (including Pilot Devices) obtained pursuant to Orders with us.
Tax Indemnification: Customer will defend, indemnify and hold us harmless from and against any inventory taxes, personal property taxes, or use taxes asserted against us arising out of Customer’s possession, control, or use of Hardware; any Taxes that Customer is obligated to pay pursuant to this section, but fails to pay and any related seizure and recovery costs; and any claims, causes of action, costs (including reasonable attorneys’ and advisors’ fees, together with any applicable Taxes thereon) and any other liabilities of any nature related to such Taxes.
Tax Compliance Notifications: If Customer is required for tax compliance purposes to notify applicable tax authorities that we provided services to Customer (such as digital platform or other services subject to the 7th amendment to EU Council Directive 2011/16/EU (aka ‘DAC7’), Customer will inform us in writing of this notification within 30 days after it is made.

Payment: Unless otherwise set forth in an Order with us, for all Orders with us:

Except as otherwise set forth below, Fees will be invoiced upon signing of the applicable Order.
For Fleet Deployment Orders, Subscription Fees, Service Package Fees, and Service Level Fees, plus any applicable Taxes, are invoiced in advance on an annual basis.
Installation Fees and any usage-based Fees (such as CVR minutes), plus any applicable Taxes, are invoiced in arrears.
Features Fees (or any Fees due to Service Package changes) are invoiced at such time as such Features are ordered or when the Service Package change takes effect.
We reserve the right to require payment of Undisputed Fees (defined below) in advance, in whole or in part.
Payment terms are net 30 days from the date of invoice.
Payments will be made by ACH or wire transfer. Nauto will provide bank account details to Customer’s billing contact following signing. IMPORTANT: to prevent fraud, if Customer receives an email purporting to change our bank account details for payment purposes, Customer will not make such change until it has been confirmed telephonically directly with Nauto Customer Support.
If Customer requires the use of a purchase order, Customer is responsible for providing the applicable purchase order to us prior to the applicable invoice date.
If Customer has set up a direct debit, we will not debit the designated account before seven (7) days have elapsed from the date of the invoice. If satisfactory open account credit is established, then until withdrawn, terms of sale are net thirty (30) days from the date of the applicable Order up to the available credit limit.
If Customer in good faith disputes any Fee amount being charged under any invoice submitted to it by us, Customer will notify us in writing of the dispute prior to the payment due date and describing it with reasonable specificity. Customer may thereafter withhold payment of such disputed amount(s) until resolution of the dispute. The parties will use good faith efforts to resolve any such disputes promptly. Any Fees not disputed in accordance with the foregoing are referred to as Undisputed Fees.
Customer will pay all Undisputed Fees on each invoice without setoff for any amount Customer may claim due from us and regardless of any controversy that may exist.
Except as otherwise expressly set forth in these Solution Terms, Fees are non-refundable.
We may agree to, but will not be required to, sign up for Customer vendor portals or similar applications to receive payment.
If Customer fails to pay us as required by these Solution Terms or the applicable Order with us, or if we have reason to suspect Customer’s financial condition or other circumstances do not warrant providing the Nauto Service on terms, we may at any time limit or cancel credit and demand payment in advance.

Late Payment: If any Undisputed Fees under an Order with us are not paid when due, Nauto may charge interest on overdue amounts at 1.5% per month, compounding monthly (or the maximum rate permitted by applicable law, if lower) from the payment due date until paid in full and Customer will reimburse Nauto for all reasonable expenses (including attorneys’ fees and expenses) incurred by Nauto in recording overdue payments. We may suspend your access to and use of the Nauto Solution for non-payment upon ten (10) days’ written notice.

Shipping and Delivery

This section applies only to Orders with us unless otherwise expressly noted in an Order.

Delivery Schedule: We will use commercially reasonable efforts to deliver ordered Nauto Devices in accordance with any delivery date(s) set forth in the applicable Order. Specified delivery dates are estimates only and time is not of the essence. We are not liable for any delays, losses, or damages resulting from any delays in delivery.

Shipping: Unless otherwise set forth in an Order, all shipments of Nauto Devices are made FCA (Free Carrier) (Incoterms 2020) at the facility designated in the Order (the Delivery Point). Title to and risk of loss or damage to the Nauto Devices being shipped passes from us to Customer upon delivery of such Nauto Devices to the carrier nominated by Customer at the Delivery Point.

Carrier and Transportation: Customer is responsible for nominating the carrier and arranging transportation from the Delivery Point. In the event Customer fails to nominate a carrier or provide adequate shipping instructions within a reasonable time, we may, at our sole discretion, select a carrier on Customer’s behalf, and all costs, fees, and charges associated with such transportation shall be for Customer’s account. Customer bears all freight, insurance, and other shipping costs from the Delivery Point.

Export Clearance: We will seek to obtain any required export license or other official authorization and to carry out all customs formalities necessary for the export of the ordered Nauto Devices. No assurances are given that Nauto Devices can be exported in any specific situation and in that case we may cancel the relevant Order. Customer is responsible for all import clearance, duties, taxes, and other charges imposed by the country of destination.

Packaging: We will pack and label Nauto Devices in accordance with standard commercial practices and in a manner reasonably suitable for transportation by the carrier nominated by Customer. Any special packaging, labeling, or handling requirements requested by Customer will be at Customer’s sole cost and expense and must be agreed upon in writing prior to shipment.

Inspection and Acceptance: Customer is responsible for inspecting Nauto Devices promptly upon receipt. For Orders with us, Customer will notify Nauto Customer Support in writing of any claims for shortages, defects, or nonconformities within ten (10) business days after receipt of such Nauto Devices. For Orders not with us, Customer must contact the applicable reseller. Failure to provide such notice within this period constitutes acceptance of such Nauto Devices and a waiver of any claims related thereto (other than any applicable Nauto Device Warranty).

Partial Shipments: Unless otherwise set forth in an Order, we reserve the right to make partial shipments. Each partial shipment constitutes a separate delivery, and any failure by Customer to deliver any one or more installments will not entitle Customer to reject any other installment or to treat the quotation or any resulting agreement as repudiated.

Nauto Device Warranty

This section applies only to Fleet Deployment Orders.

Except as limited by applicable law or as otherwise set forth in an Order with us or pre-approved by us in writing, Nauto warrants that during the twelve (12) month period from the date of shipment of a Nauto Device (the Warranty Period), the Nauto Device will perform in all material respects in accordance with its Specifications as in effect on the date of shipment by us under normal use (within published Specifications), given proper installation and maintenance, and subject to the following (the Nauto Device Warranty):

Nauto does not warrant: (i) that the operation of Nauto Devices will be uninterrupted or error-free; (ii) that Nauto Devices will meet Customer’s requirements or achieve any business outcome or result; (iii) that Nauto Devices will operate in combination with other, non-Nauto products or services selected by Customer for its use; (iv) that Nauto Devices will remain free from physical damage, including cracks or scratches on the casing, or damage caused by attempts to open, repair, install or uninstall, or modify a Nauto Device.
Nauto will be relieved of its obligations and liability under the Nauto Device Warranty to the extent: (a) an error or defect is due to any accessory, equipment, software, or part not manufactured or provided by or on behalf of Nauto; (b) the error or defect is due to the Nauto Device having been improperly operated or maintained (other than by Nauto); (c) the error or defect is due to the Nauto Device having been installed by Customer or by third parties not engaged, authorized by, and under the control of Nauto; (d) the error or defect is due to the Nauto Device having been repaired, altered, or modified by an unauthorized repair facility; (e) the shipment date of the Nauto Device cannot be determined due to the Nauto Device having had its serial numbers or other identifying marks removed, obliterated, or altered; (f) Customer fails to notify Nauto in writing of the error or defect within the applicable Warranty Period; (g) the error or defect is due to Customer’s or any third party’s misuse, neglect, improper installation or testing, or is due to any other cause beyond the range of the intended use, or is due to accident, fire, lightning, terrorism or other hazard or act of God; or (h) the error or defect in the Nauto Device does not exist or was caused by Customer or any third party, including as the result of a Safety Incident. Taping over a Nauto Device’s air vents, pulling out cables, stripping screws, and pouring liquids over or submerging the device, are examples of misuse. If a Nauto Device is damaged as the result of a Safety Incident, you should include it in the related insurance claim and you will need to purchase a replacement device from us.
If a Nauto Device fails to meet the Nauto Device Warranty during the Warranty Period, then Nauto will have the option, in its sole discretion, to repair the Nauto Device or to replace the Nauto Device with a new or refurbished Nauto Device that has at least the functionality of the existing Nauto Device. For clarity, we may, at our option, replace the existing Nauto Device with a newer model. Any warranty claim must follow Nauto’s then-current return of merchandise authorization procedure.
No credits or refunds will be provided for periods during the applicable Subscription Term when a Nauto Device is inactive or nonoperational due to any defect, whether or not covered by the Nauto Device Warranty.
The foregoing remedies are, to the maximum extent not prohibited by applicable law, (i) the sole and exclusive remedies for any failure to meet the Nauto Device Warranty and (ii) in lieu of all other rights and remedies that may apply.

DISCLAIMERS

This section applies to all persons who accept these Solution Terms.

General Disclaimers:

THE NAUTO SOLUTION IS NOT DESIGNED TO BE USED FOR ANY MEDICAL, PUBLIC SAFETY, OR EMERGENCY, NUCLEAR, AEROSPACE, DEFENSE, OR ANY OTHER USES WHERE RELIABILITY AND ACCURACY ARE CRITICAL, NOR IS THE NAUTO SOLUTION TO BE USED OTHER THAN FOR THE PURPOSES.
THE NAUTO SOLUTION IS SOLELY AN INFORMATION SYSTEM AND DOES NOT PROVIDE AUTOMATED DECISIONMAKING. IT IS NOT A REPLACEMENT FOR INSURANCE OR FOR QUALIFIED, WELL-TRAINED, AND PROPERLY LICENSED DRIVERS.

Disclaimer of Warranties:

THE NAUTO SOLUTION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NAUTO AND ITS AFFILIATES, AND THEIR RESPECTIVE REPRESENTATIVES, CONTRACTORS, RESELLERS, LICENSORS, SERVICE PROVIDERS, INSTALLERS, AND VENDORS (COLLECTIVELY, AND TOGETHER WITH THEIR RESPECTIVE REPRESENTATIVES, THE NAUTO PARTIES) DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT USE OF THE NAUTO SOLUTION WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED.
THE NAUTO PARTIES DO NOT GUARANTEE OR WARRANTY THAT THE NAUTO SOLUTION WILL DETECT EVERY SAFETY INCIDENT THAT MAY OCCUR OR THAT EVERY SAFETY INCIDENT THAT OCCURS CAN OR WILL BE UPLOADED.
THE NAUTO PARTIES HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR ANY DECISIONS CUSTOMER, ITS USERS, ITS DRIVERS, OR OTHERS MAKE OR ACTIONS THEY TAKE (OR CHOOSE NOT TO MAKE OR NOT TAKE) BASED ON ANY SOLUTION OUTPUT. UNLESS OTHERWISE AGREED IN WRITING IN A SPECIFIC INSTANCE, ONCE GENERATED, SOLUTION OUTPUT WILL NOT SUBSEQUENTLY BE UPDATED OR CORRECTED.
THE NAUTO PARTIES DO NOT GUARANTEE OR WARRANTY THAT THE NAUTO SOLUTION WILL DELIVER ANY INTENDED BENEFITS OR GENERATE ANY ANTICIPATED RESULTS OR THAT THE USE OF THE NAUTO SOLUTION IS LEGAL, APPROPRIATE, OR AVAILABLE FOR USE IN ALL LOCATIONS OR IN ALL CIRCUMSTANCES.
TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCLUDING ANY EXPRESS WARRANTIES GRANTED HEREUNDER, THE NAUTO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE NAUTO SOLUTION, AND THE USE THEREOF, INCLUDING ANY IMPLIED WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS, CORRECTNESS, NON-INFRINGEMENT, RELIABILITY, AVAILABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
ALTHOUGH WE TAKE REASONABLE EFFORTS TO PROVIDE A SECURE SOLUTION, THE NAUTO PARTIES DO NOT REPRESENT OR GUARANTEE THAT THE NAUTO SOLUTION WILL BE FREE FROM BUGS, DEFECTS, ERRORS OR OMISSIONS, LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR THAT ANY DATA WILL NOT BE LOST OR CORRUPTED.
EXCEPT TO THE EXTENT THAT HARDWARE INSTALLATION (AND UNINSTALLATION) IS PERFORMED BY NAUTO’S AUTHORIZED PERSONNEL, NAUTO EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITIES IN CONNECTION WITH THE INSTALLATION (AND UNINSTALLATION OR TRANSFER FROM A CUSTOMER VEHICLE TO ANOTHER VEHICLE) OF HARDWARE AND, AS BETWEEN THE PARTIES, YOU ARE SOLELY RESPONSIBLE FOR ANY CLAIMS AND LOSSES ARISING OR RESULTING FROM IMPROPER HARDWARE INSTALLATION NOT PERFORMED BY NAUTO’S AUTHORIZED PERSONNEL.
NO PERSONNEL OR REPRESENTATIVES OF OURS ARE AUTHORIZED TO MAKE ANY WARRANTY ABOUT THE NAUTO SOLUTION. ORAL OR WRITTEN STATEMENTS BY ANY OF OUR PERSONNEL OR REPRESENTATIVES, INCLUDING VIA EMAIL, DO NOT CONSTITUTE A WARRANTY, DO NOT BIND OR OBLIGATE US, WILL NOT BE RELIED ON BY YOU, AND ARE NOT PART OF THE AGREEMENT OR THESE SOLUTION TERMS. THE ENTIRE AGREEMENT BETWEEN US AND YOU WITH RESPECT TO WARRANTY IS EMBODIED IN THE ORDER(S) WITH US AND THESE SOLUTION TERMS. YOU ACKNOWLEDGE YOU HAVE NOT RELIED ON ANY WARRANTY OR REPRESENTATION BY ANY PERSON OR ENTITY EXCEPT FOR THE WARRANTIES OR REPRESENTATIONS SPECIFICALLY STATED THEREIN AND HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY; INDEMNIFICATION

This section applies to all persons who accept these Solution Terms.

LIMITATION OF LIABILITY: UNLESS PROHIBITED BY LAW IN A PARTICULAR INSTANCE, YOU AGREE THAT:

IN NO EVENT WILL EITHER YOU OR ANY NAUTO PARTIES BE LIABLE ON ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES OF ANY KIND (INCLUDING ATTORNEYS’ FEES AND COSTS) WHICH, IN THE AGGREGATE, EXCEED AN AMOUNT EQUAL TO THE LESSER OF (i) THE CUMULATIVE AMOUNT YOU HAVE PAID TO NAUTO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY OR (ii) US$500,000. THE FOREGOING LIMITATION DOES NOT APPLY TO (a) A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR (b) YOUR BREACH OF THE USAGE RULES OR MISAPPROPRIATION OR INFRINGEMENT OF NAUTO’S INTELLECTUAL PROPERTY RIGHTS. FOR CLARITY, ANY FEES OR OTHER AMOUNTS PREVIOUSLY PAID OR OWING HEREUNDER WILL NOT BE CREDITED AGAINST A PARTY’S MAXIMUM LIABILITY UNDER THIS PROVISION.
IN NO EVENT WILL EITHER YOU OR ANY NAUTO PARTIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING ATTORNEYS FEES AND COSTS) AND HOWEVER CAUSED, INCLUDING BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. NOTWITHSTANDING THE FOREGOING, IF A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER ARE CONSIDERED CONSEQUENTIAL DAMAGES, THIS PROVISION WILL NOT BAR THE RECOVERY OF SUCH LOSSES UNDER AN INDEMNIFICATION CLAIM.
THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION AND ELSEWHERE IN THESE SOLUTION TERMS WILL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY LAW, BUT NEITHER YOU NOR NAUTO WILL EXCLUDE OR LIMIT LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT
THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY PROVISIONS CONTAINED IN THESE SOLUTION TERMS ARE FUNDAMENTAL PARTS OF THE BARGAIN HEREUNDER, AND YOU ACKNOWLEDGE THAT NAUTO WOULD NOT MAKE AVAILABLE THE NAUTO SOLUTION ABSENT SUCH LIMITATIONS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN AND EVEN IF YOU KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification:

Indemnification by Nauto: Nauto will indemnify, hold harmless, and, at Nauto’s option, defend Customer and its officers, directors, employees, shareholders, or representatives, from and against any third-party claim, suit, action, or proceeding (a Claim), including any related losses, damages, liabilities, payments, deficiencies, fines, judgments, settlements, and costs and expenses (including reasonable attorneys' fees, costs, penalties, interest, and disbursements) that are finally awarded by a court of competent jurisdiction or in settlement thereof (Losses) resulting from, arising in connection with, or relating to (i) any allegation that the Nauto Solution infringes the Intellectual Property Rights of such third party or (ii) a physical malfunction of a Nauto Device; except to the extent any such Claim is subject to Customer’s obligation to indemnify Nauto below or the Exclusions.
Exclusions: Nauto’s defense obligations do not extend to Claims, nor do its indemnification obligations extend to Losses, to the extent resulting from, arising in connection with, or relating to: (i) any combination of the Nauto Solution (or any portion thereof) by any of the indemnitees or any third party in combination with any equipment, software, data, or any other materials not provided by Nauto to the extent such Claim would not have arisen but for such combination; (ii) the Nauto Solution is modified to comply with designs, requirements, or specifications required by or provided by Customer, if the Claim would not have arisen but for the compliance with such designs, requirements, or specifications; (iii) any modification to the Nauto Solution by Customer or any third party not made or authorized in writing by Nauto; (iv) the use of the Nauto Solution by Customer or any third party in a manner contrary to the terms of an Order with us or these Solution Terms, or used outside of the Supported Countries where the Claim would not have occurred but for such use; (v) the continued use of the Nauto Solution after Nauto has provided Customer with substantially equivalent substitute software or services; or (vi) any Customer services or products (the Exclusions).
Claims: In the event of a Claim pursuant to clause (i) of “Indemnification by Nauto,” or if Nauto has reason to believe such a Claim may be brought, Nauto may, at Nauto’s option and at Nauto’s expense, in addition to its obligation to indemnify the indemnitees pursuant to this Section: (i) replace or modify the Nauto Solution such that it is non-infringing, provided that the replacement or modification is substantially equivalent in function; or (ii) procure for Customer the right to continue using the Nauto Solution; or (iii) terminate the applicable Order with us or these Solution Terms upon thirty (30) days written notice to Customer. Upon termination of the same pursuant to this provision, Customer will cease using the Nauto Solution and Nauto will refund the Subscription Fees Customer paid to Nauto for the then-current Subscription Term adjusted pro-rata for the remainder of the then-current Subscription Term. THIS PROVISION SETS FORTH NAUTO’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

Indemnification by Customer: Customer, at its sole expense, will indemnify, defend, and hold harmless Nauto, and its directors, officers, employees, and agents, from any and all Claims, including any related Losses, resulting from, arising in connection with, or relating to (i) Claims (a) involving a Safety Incident; (b) that the Nauto Solution (or any part thereof) failed to provide an alert, did not record or transmit data of a Safety Incident, or was otherwise malfunctioning or non-operational or did not perform as expected; (c) involving Customer's improper installation of a Nauto Device (except to the extent Nauto or its authorized agent handled the installation), inadequate Customer Vehicle maintenance, or tampering with, or modification (other than as pre-authorized by Nauto in writing) of, a Nauto Device; (d) involving improper use of the Nauto Solution and (e) relating to the Nauto Solution and brought by Users, Customer’s Affiliates, Customer’s or its Affiliate’s respective employees, contractors, suppliers (including insurance companies), agents, or other representatives, or any driver or passenger (including their parents, legal guardians, heirs, or beneficiaries, as applicable) in a Customer Vehicle or any third parties (including drivers and passengers in other vehicles and pedestrians (including for all of the foregoing their family members, legal guardians, heirs, or beneficiaries, as applicable)); and (ii) the Exclusions.
Cross Indemnification: Each party, at its sole expense, will indemnify, defend, and hold harmless the other party, and its directors, officers, employees, and agents, from and against any and all Claims, including any related Losses, resulting from, arising in connection with, or relating to the indemnifying party’s grossly negligent or willful misconduct.
Procedure: The indemnifying party’s indemnification obligations under this Indemnification section are conditioned upon the indemnitee giving prompt written notice of the Claim to the indemnifying party once the indemnitee becomes aware of the Claim; provided, however, that the failure to provide prompt written notice to the indemnifying party will not alleviate an indemnifying party’s obligations under this Indemnification section to the extent any associated delay does not materially prejudice or impair the defense of the related Claim or materially increase the Losses. The indemnifying party will have the sole right to defend such Claim at its expense (including granting the indemnifying party the right to select and use counsel of its own choosing) and to control the defense and settlement thereof for so long as the indemnifying party is conducting such defense with reasonable diligence. The indemnitee agrees to reasonably cooperate with the indemnifying party, and at the indemnifying party’s request and expense, assist in the defense or settlement of the Claim. The indemnitee will have the right to participate in such defense and negotiations at its expense and Nauto will control any action to the extent related to any Nauto Intellectual Property Rights (other than any licenses to Nauto’s Intellectual Property Rights granted to Reseller hereunder). The indemnifying party will not, without the indemnitee’s prior written consent (which consent will not be unreasonably withheld, conditioned, or delayed), pay, settle, or compromise a Claim unless it: (i) includes an unconditional written release of the indemnitee from all liability in respect of such Claim; (ii) does not subject the indemnitee to any equitable remedy or to any monetary liability that will not be promptly paid by the indemnifying party or any consent order, decree, or injunctive relief or other equitable remedy, and (iii) does not include a finding, statement, or admission of fault, culpability, or failure to act by the indemnitee. Notwithstanding the foregoing, the indemnifying party will not be entitled to assume control of the defense of any Claim to the extent that such Claim could impose criminal liability on the indemnitee, and unless otherwise agreed by the parties, the indemnitee will have the right (but not the obligation) to defend such Claim at the cost and expense of the indemnifying party. The indemnitee shall take commercially reasonable measures to mitigate Losses.

General Terms

Mutual Representations and Warranties: Customer and Nauto each represent and warrant that: (i) it is validly existing and in good standing under the laws of the place of its establishment or incorporation; (ii) it has full corporate power and authority to execute, deliver and perform its obligations under these Solution Terms; (iii) the person accepting these Solution Terms on its behalf has been duly authorized and empowered to accept these Solution Terms; and (iv) these Solution Terms are valid, binding, and enforceable against it in accordance with its terms.

Feedback: You or we may from time to time provide the other with suggestions or comments for enhancements or improvements, new features, or functionality or other feedback with respect to the other’s products or services (Feedback). The party receiving the Feedback has (i) full discretion to determine whether or not to proceed with the development of any requested enhancements or suggestions and (ii) the full, unencumbered right, without any obligation to compensate or reimburse the providing person or party, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with the receiving party’s products and services. All Feedback is provided “as is” without any representation or warranty and with no duty to update.

Litigation: If we are called upon to respond to a subpoena, discovery request, or other legal process in connection with a third-party Claim (other than Claims for which we indemnify Customer) or a Claim by Customer against a third party, Customer will reimburse us for our reasonable out-of-pocket expenses, including travel expenses, costs associated with preparing requested investigations or reports, and costs associated with court appearances or other aspects of litigation. We will work with legal counsel selected by Customer regarding the matter (with attorneys’ fees, disbursements, and expenses paid directly by Customer) as long as there is not a conflict. If we deem it advisable or necessary, we may engage our own legal counsel and Customer will reimburse us for the related reasonable legal fees, disbursements, and expenses.

Enforcement: We reserve the right to take those steps we believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Solution Terms or any Order with us, including any duty to cooperate with any legal process relating to use of the Nauto Solution, and/or a third-party claim that your use of the Nauto Solution is unlawful and/or infringes such third party’s rights. You agree that we have the right, without liability to us, to disclose any Account Information, service usage records, or other data recorded by the Nauto Solution to law enforcement authorities, government officials, and/or a third party, as we believe we are required to do, or is reasonably necessary or appropriate to enforce and/or verify compliance with any part of the Solution Terms or any Order with us.

Confidentiality:

Definition: Confidential Information means all data, information, or materials (whether in tangible or intangible form) belonging to the disclosing party or its Affiliates (Discloser) and disclosed to the receiving party or its Affiliates (Recipient) in connection with an Order or these Solution Terms. Such Confidential Information (a) will be marked in writing as confidential, proprietary, or a similar manner; (b) will be identified as proprietary or confidential at the time of disclosure if disclosed orally, visually, or by demonstration; or (c) will be deemed confidential if Recipient knows or reasonably should know that such information is considered confidential, proprietary, or a trade secret of Discloser. Without limiting the foregoing, the following are deemed to be Confidential Information of Discloser: (i) information that Recipient knows or reasonably should know is a trade secret pursuant to applicable law; (ii) any notes, summaries, memoranda, drawings, manuals, records, excerpts, derivatives, interpretations, and all other documents or materials created by or on behalf of Recipient that contain, describe, or refer to information that is Confidential Information of Discloser; (iii) any of the following related to Discloser’s business: know-how (including safety insights), idea, invention, process, technique, algorithm, software (whether in source code or object code form), hardware, equipment, sample, material, device, design, schematic, drawing, formula, data, plan, analysis, strategy, and forecast; and (iv) technical, engineering, manufacturing, product, marketing, servicing, financial, personnel, and other information and materials related to Discloser’s business.
Protection of Confidential Information: Recipient agrees that it will: (i) protect the confidentiality and avoid the unauthorized use, disclosure, publication, and dissemination of Discloser’s Confidential Information; (ii) in protecting such Confidential Information, use at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; (iii) only use Discloser’s Confidential Information to exercise Recipient’s rights or comply with Recipient’s obligations under the applicable Order or these Solution Terms (the Qualified Purpose), (iv) not disclose such Confidential Information to any third party, other than to its Affiliates, directors, officers, employees, agents, legal counsel, consultants, advisors, accountants, and auditors, but excluding any competitor of Discloser (Representatives) having a reasonable need to know such Confidential Information for the Qualified Purpose. Such Representatives must be bound by a (a) written contract containing terms and conditions that prohibit disclosure to third parties and unauthorized use and are otherwise generally no less restrictive as the terms and conditions of this “Confidentiality” provision; or (b) fiduciary or professional ethical obligation of confidentiality.
Exceptions: Recipient’s obligations above do not apply (or cease to apply) to any Confidential Information that: (i) was in the public domain at the time it was initially disclosed; (ii) was known by Recipient (or its Affiliates) prior to receiving the Confidential Information from Discloser; (iii) becomes rightfully known to Recipient from a third-party source not known (after reasonable inquiry) by Recipient to be under an obligation to Discloser to maintain confidentiality; (iv) becomes publicly available without breach of this “Confidentiality” provision, including through a patent disclosure; (v) is independently developed by Recipient without access to or use of any Confidential Information; or (vi) is expressly approved for release in writing by Discloser. The obligations of this "Confidentiality" provision survive the Term. Each party will be responsible for any breach of this “Confidentiality” provision by its Affiliates and Representatives.
Notice of Breach: Recipient will notify Discloser in writing promptly upon discovery of any breach of its confidentiality obligations hereunder by itself, its Representatives, or its Affiliates. Thereafter, Recipient (and as applicable, its Representatives) will reasonably assist and cooperate with Discloser (at Recipient’s expense) to regain possession of Confidential Information and prevent its further unauthorized disclosure and/or use.
Permitted Disclosure: It is not a breach of these confidentiality obligations for Recipient to disclose Confidential Information it receives hereunder when, and to the extent that, such disclosure is: (i) required by law; (ii) required pursuant to any governmental, judicial, or administrative order by a body of competent jurisdiction; or (iii) required by securities and exchange rules or regulations; provided, however, that Recipient: (a) to the extent practicable and to the extent allowed by law, gives Discloser prompt prior notice of such requirement so that Discloser may seek such protective orders or other confidentiality protection as Discloser (in Discloser’s discretion and at its expense) may elect; and (b) reasonably cooperates with Discloser in protecting the confidential or proprietary nature of such disclosed Confidential Information. Recipient will reasonably cooperate with efforts by the Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information. If such disclosure is not enjoined by such a protective order, the Recipient will only disclose that portion of the Confidential Information that it is advised by its legal counsel is necessary to comply with such legal requirement.

Intellectual Property:

Ownership: We and our licensors retain all right, title, and interest (including all intellectual property rights) in and to the Nauto Solution, all derivative works of or other enhancements, modifications or improvements to the Nauto Solution, Background IP, and all De-Identified Data, Exterior Data, Device Data, Service Data, and any other data that does not constitute Customer Data or Customer-Provided Data. Other than the licenses set out in these Solution Terms, Customer retains all right, title, and interest (including all intellectual property rights) in and to all Customer Data and Customer-Provided Data.
Trademarks: “Nauto,” “VERA,” “VERA Score,” and associated logos, service marks, and graphics used by us on or in connection with the Nauto Solution are our trademarks (the Nauto Marks). Other trademarks, trade names, service marks, and logos, whether or not registered (Marks) are the sole and exclusive property of the respective owning person, who, as between us and them, owns all right, title, and interest therein.
Use of Nauto Marks: We hereby grant Customer a non-exclusive, non-transferable, and non-sublicensable license, during the Subscription Term, to display the applicable Nauto Marks solely for the purpose of promoting or advertising Customer’s use of the Nauto Solution; provided that (i) all such use will be in compliance with any trademark usage guidelines provided by us to Customer from time to time, (ii) all goodwill from such use will inure solely to our benefit, and (iii) Customer agrees to display the applicable trademark notices when using the Nauto Marks. At Nauto’s express written request, Customer will cease using Nauto Marks for these purposes.
Use of Customer Marks: Customer hereby grants us a non-exclusive, non-transferable, and non-sublicensable license to display Customer’s Marks on our website(s) and marketing materials to show that Customer uses, or has used, the Nauto Solution; provided that (i) all such use will be in compliance with any trademark usage guidelines provided by Customer to us from time to time, (ii) all goodwill from such use will inure solely to the benefit of Customer, and (iii) we agree to display the applicable trademark notices when using Customer’s Marks. At Customer’s express written request, we will cease further use of Customer’s Marks for these purposes. This subsection survives termination or expiration of the Agreement.

Term and Termination:

Term: The term of a Subscription will continue in effect for the length of the applicable Subscription Term, unless earlier terminated as provided in the applicable Order, these Solution Terms, or unless applicable law gives Customer the express right to terminate the Subscription prior to the end of the Subscription Term, in which case such applicable law will govern such early termination. For clarity, the loss or damage of Nauto Devices does not terminate a Subscription. In such cases, Customer will have to purchase replacement Nauto Devices.
Renewals: Unless otherwise set forth in a Fleet Deployment Order with us, (i) the Initial Subscription Term will automatically renew for successive Renewal Terms of equal length to the applicable Initial Subscription Term, unless either we provide you, or you provide us, with notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Term and (ii) for each Renewal Term after the Initial Subscription Term, a five percent (5%) annual increase in the applicable Fees will apply to each such Renewal Term.
Termination:
- Either party to an Order with us may terminate that Order upon written notice to the other party, if any of the following occur(s): (i) voluntary institution by such other party of insolvency, receivership, bankruptcy, or any other proceedings for the settlement of such other party’s debt; (ii) involuntary institution of insolvency, receivership, bankruptcy, or any other proceedings for the settlement of such other party’s debt, which proceedings are not resolved within sixty (60) days; (iii) the dissolution of such other party; or (iv) a party materially defaults in the performance of any provision of this Agreement and such default remains uncured thirty (30) days after written notice of such default.
- Customer may cancel an Order with us by written notice to us at any time, with such termination effective at the end of the then-applicable Subscription Term. There are no refunds of Subscription Fees or other Fees due to early termination by Customer of an Order with us unless termination was pursuant to applicable law and such law requires refunds for early termination.
- If (i) you fail to comply with any of the provisions of these Solution Terms or an Order; or (ii) Customer has failed to timely pay us all Undisputed Fees, and does not pay such Undisputed Fee within ten (10) days after receiving notice requesting Customer do so; or (iii) an Order terminates for any reason; we may, at our sole discretion, without notice or liability to you or any third party, as applicable, terminate applicable User Accounts or preclude or limit access to the Nauto Solution or any part thereof to Customer and its Users.
- Termination or expiration of an Order will not affect the provisions relating to the payments of Fees due, which will become due by Customer immediately, in addition to our cost of collection (including reasonable attorneys’ fees and expenses).
- Where Customer has entered into an Order with us, upon expiration of the applicable Subscription Term for such Order (i) such Order will terminate; (ii) any and all rights granted to Customer and Users under such Order and these Solution Terms as it relates to such Order will immediately terminate (apart from those that expressly survive termination); and (iii) Customers and Users will promptly cease all use of the Nauto Solution governed by such Order. If you have entered into an Order with an Authorized Reseller, upon expiration of the Subscription Term under such Order, (a) any and all rights granted to Customers and Users under these Solution Terms will immediately terminate (apart from those that expressly survive termination) and (b) Customer and Users will promptly cease all use of the Nauto Solution governed by such Order.
Survival: In addition to any provisions that by their terms contemplate survival, the sections in Use of the Nauto Solution titled “Customer Data: Ownership,” “Customer Data: Access to Customer Data,” “Licenses: Limited License to Customer Data,” “Licenses: License to Solution Output,” and “Use of Certain Data,” and the sections of these Solution Terms titled “DISCLAIMERS,” “LIMITATION OF LIABILITY AND INDEMNIFICATION,” and “General Terms,” will survive any termination or expiration of an Order. With respect to the section titled “Customer-Provided Data,” that provision will survive any termination or expiration of an Order for so long as we retain possession of any Customer-Provided Data that is available from, or provided by, other sources.

Changes to Solution Terms: We reserve the right, at any time and from time to time, to update, revise, supplement, and otherwise modify these Solution Terms and to impose new or additional usage rules, policies, terms, or conditions on the access or use, or with respect to Geotab Resellers, the distribution or resale, of the Nauto Solution. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively, Additional Terms) become effective thirty (30) days after we provide Customer with such notice, unless, prior to the expiration of such thirty (30) day period, Customer notifies us that it objects to all or some of such Additional Terms and the basis for such objection with reasonable specificity (the Objected Terms). Following Customer’s notification, Customer and Nauto will promptly discuss in good faith the effect of the Objected Terms on Customer, and such parties will, within thirty (30) days thereafter, document any mutually agreed mitigations. If such parties cannot agree to mitigations within such period, we have the right, exercisable within thirty (30) days thereafter, to terminate these Solution Terms and any Orders, in which event we are deemed to have waived Customer’s compliance with the Objected Terms objected to prior to the effective date of termination. If any Orders are not so terminated, Customer will be deemed to have waived the Objected Terms.

Compliance with Law: In connection with the access and use, and with respect to Geotab Resellers, distribution or resale, of the Nauto Solution, the parties will comply with applicable laws, including those relating to data protection, export control, and anti-corruption/anti-bribery, including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010. Customer will not permit any Affiliates or User to access or use the Nauto Solution for so long as such Affiliate or User is on any Restricted Party Lists.

Entire Agreement: These Solution Terms, together with any applicable Orders with us, constitute the sole and entire agreement between you and us relating to the Nauto Solution and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. To the extent any term or condition in any other document (other than such applicable Order), including any RFP, RFQ, or purchase order is inconsistent with or in addition to these Solution Terms, such terms or conditions are expressly rejected and our acceptance of any offer or order of Customer is expressly made in reliance on assent to these Solution Terms. Our failure to object to any term or condition in any oral or written communication from you will not constitute an acceptance thereof or a waiver of any term or condition hereof; rather, our failure to so object will be deemed a rejection of your objection, and for such an objection to be accepted by us and change these Solution Terms, we must agree in writing to your specific objection.

Notices: Any notice or other communication required or permitted under an Order with us or these Solution Terms and intended to have legal effect must be given in writing at the addresses below:

If to Customer, to:
- the email address or postal address provided in the applicable Order with or as communicated to us by the applicable Authorized Reseller
If to an Admin, to:
- the email address listed in the Admin’s Account
If to a User, to:
- the email address listed in the User’s Account (if one)
If to a Geotab Reseller, to:
- the email address or postal address communicated to us by the applicable Geotab Reseller as the address for notices
If to a person for whom we don’t have contact information, to:
- the email address or postal address referencing the name, pseudonym, or code used to identify you in the Nauto Solution
If to Nauto, Inc., to:
- Nauto, Inc., Attn: General Counsel, 1259 Reamwood Avenue, Sunnyvale, California 94089 USA
  and also by email to: legal@nauto.com‍
If to Nauto Global, to:
- Nauto Global Limited, 6^th Floor, South Bank House, Barrow Street, Dublin 4, Ireland
  - and also to: Nauto, Inc., Attn: General Counsel, 1259 Reamwood Avenue, Sunnyvale, California 94089 USA
    and also by email to: legal@nauto.com
If to Nauto Japan, to:
- Nauto Japan GK, Marunouchi, 1 Chome−9−2 Gran Tokyo South Tower, 9 Tokyo, Chiyoda City, 100-6611 Japan
- and also to: Nauto, Inc., Attn: General Counsel, 1259 Reamwood Avenue, Sunnyvale, California 94089 USA
- and also by email to: legal@nauto.com
If to Nauto Mexico, to:
- Nauto MX S. DE R.L. DE C.V., Av. Insurgentes Sur 1787, Piso 5, Col Guadalupe Inn, Alvaro Obregon, c.p. 01020, Ciudad de México, Mexico
- and also to: Nauto, Inc., Attn: General Counsel, 1259 Reamwood Avenue, Sunnyvale, California 94089 USA
- and also by email to: legal@nauto.com

Notices will be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by email if sent during normal business hours of the recipient, and if not sent during normal business hours of the recipient, then on the next business day; or (iii) upon receipt if sent by an overnight courier with written verification of receipt. All communications will be sent to such person’s address as set above, or at such other address as such person may designate by written notice.

Governing Law; Venue:

If Nauto, Inc. is a party to the Order, or if none of the other situations below apply: You agree that for purposes of these Solution Terms we are solely based in California USA and any operations elsewhere do not give rise to personal jurisdiction over us, either specific or general, in any other jurisdictions. To the fullest extent permitted by law, the Order with us and these Solution Terms, and any Disputes arising out of or relating to them and the Nauto Solution, and, to the extent permitted by law, all related matters including non-contractual matters, and the enforcement thereof, will be governed by the laws of the State of California without regard to its conflict of law principles. In relation to such matters, you and Nauto each irrevocably accept the non-exclusive jurisdiction of courts having competent jurisdiction located in Santa Clara County, California and waive any right to object to the venue on any ground. The Uniform Computer Information Transactions Act (UCITA) is hereby excluded in its entirety from application to these Solution Terms and any Order.
If Nauto Global is a party to the Order and Customer is based in the UK, the following applies: The Order with us and these Solution Terms, and any Disputes arising out of or relating to them and the Nauto Solution, and, to the extent permitted by law, all related matters including non-contractual matters, and the enforcement thereof, will be governed by the laws of England and Wales without regard to conflict of law principles. In relation to such matters, you and Nauto each irrevocably accept the non-exclusive jurisdiction of courts having competent jurisdiction located in London, England and waive any right to object to the venue on any ground.
If Nauto Global is a party to the Order and Customer is based in the EEA, the following applies: The Order with us and these Solution Terms, and any Disputes arising out of or relating to them and the Nauto Solution, and, to the extent permitted by law, all related matters including non-contractual matters, and the enforcement thereof, will be governed by and construed in accordance with Irish law. In relation to such matter, you and Nauto each irrevocably: (i) agree that the courts of Ireland will have exclusive jurisdiction to settle any dispute that may arise out of or in connection with such Order or these Solution Terms (including any non-contractual rights and obligations) and the documents to be entered into pursuant to the same and, accordingly, that proceedings arising out of or in connection with such Order and these Solution Terms, and any Disputes arising out of or relating to them and the Nauto Solution, and, to the extent permitted by law, all related matters including non-contractual matters, will be brought in such courts; and (ii) submits to the jurisdiction of such courts and waives any objection to proceedings being brought in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.
If Nauto Japan is a party to the Order and Customer is based in Japan, the following applies: The Order with us and these Solution Terms, and any Disputes arising out of or relating to them and the Nauto Solution, and, to the extent permitted by law, all related matters including non-contractual matters, and the enforcement thereof, will be governed by the laws of Japan without regard to its conflict of law principles. In relation to such matters, you and Nauto each irrevocably accept the non-exclusive jurisdiction of courts having competent jurisdiction located in Tokyo, Japan and waive any right to object to the venue on any ground.
If Nauto Mexico is a party to the Order and Customer is based in Mexico, the following applies: The Order with us and these Solution Terms, and any Disputes arising out of or relating to them and the Nauto Solution, and, to the extent permitted by law, all related matters including non-contractual matters, and the enforcement thereof, will be governed by the laws of the United Mexican States (Mexico) without regard to its conflict of law principles. In relation to such matters, you and Nauto each irrevocably accept the non-exclusive jurisdiction of courts having competent jurisdiction located in Mexico City, Mexico and waive any right to object to the venue on any ground.

In all cases, the United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to all Orders and these Solution Terms.

WAIVER OF JURY TRIAL: TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, PROCEEDING, OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH AN ORDER OR THESE SOLUTION TERMS OR THE NAUTO SOLUTION.

Dispute Resolution:

Definition of Dispute: Dispute means any dispute, claim, cause of action, or controversy between you and us arising from or relating to an Order or these Solution Terms, or the Nauto Solution, whether based in contract, statute, regulation, ordinance, tort (including, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability, or scope of this clause (with the exception of the enforceability of the Class Action Waiver provision). This term is to be given the broadest possible meaning that will be enforced. As used in this Dispute Resolution provision, “party” or “parties” means either a party, or the parties, to the Dispute.
Customer Support Resolution: Our customer support team is available to address concerns you may have regarding our products, software, and services. Most issues can be resolved in this manner. We encourage you to contact our customer support team prior to initiating the informal dispute resolution process.
Required Informal Dispute Resolution: Except for IP Disputes and Disputes seeking a temporary restraining order, if you or Nauto have a Dispute with the other related to an Order or these Solution Terms or any matter related to the Nauto Solution, both must first attempt to resolve the Dispute informally before a lawsuit may be filed in court. You and Nauto will make a good-faith effort to negotiate for 30 days towards the resolution of the Dispute, or for a longer period as mutually agreed in writing by such parties (the Informal Resolution Period) from the day you or we receive a written notice of a Dispute from the other (a Dispute Notice). IP Disputes means any Dispute to the extent it relates to infringement of a party’s (or its licensors’) intellectual property rights (but excluding any privacy, data protection, or publicity rights).

The Informal Resolution Period is designed to allow the relevant parties to obtain an understanding regarding the Dispute and to allow the party receiving a Dispute Notice to make a fair, fact-based offer of resolution if it chooses to do so. During the Informal Resolution Period, the relevant parties will participate in an individual meet-and-confer (Meet-and-Confer) in person or, at a party’s election, via videoconference. The Meet-and-Confer will be scheduled on a date and time, during normal business hours, as mutually agreed by the relevant parties. The Meet-and-Confer will address only the Dispute between the relevant parties. If you are represented by legal counsel, your counsel may participate in the Meet-and-Confer, but you will need to be present for and during the entirety of the Meet-and-Confer. We will participate through one of our representatives, and our legal counsel may also be present. The relevant parties can file a lawsuit only upon completion of the Meet-and-Confer relating to the Dispute and only after the end of the Informal Resolution Period.

If you or Nauto file a lawsuit without complying with the requirements in this Dispute Resolution provision, including waiting until the conclusion of the Informal Resolution Period and completion of the Meet-and-Confer, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party who has not followed the requirements, including to reimburse that party for any reasonable costs and fees, including reasonable attorney and expert fees, costs, and disbursements.

The statute of limitations and any filing-fee deadlines for a Dispute will be tolled for the duration of the Informal Resolution Period for that Dispute so that the relevant parties can engage in this informal dispute-resolution process.
NOTHING HEREIN PRECLUDES YOU OR US FROM SEEKING IMMEDIATE INJUNCTIVE RELIEF BEFORE AN APPROPRIATE COURT WITH RESPECT TO A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AN ONGOING OR RECURRING BREACH OF THE USAGE RULES, OR ENFORCEMENT OR RECOGNITION OF ANY AWARD OR ORDER IN ANY APPROPRIATE JURISDICTION.
YOU AND WE AGREE THAT ANY ACTION RELATED TO A DISPUTE MUST COMMENCE WITHIN TWELVE (12) MONTHS AFTER THE EVENT GIVING RISE TO THE DISPUTE OCCURS, OTHERWISE SUCH ACTION IS PERMANENTLY BARRED.

WAIVER: ALL DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL LEGAL ACTION, UNLESS BOTH YOU AND WE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF AN ACTION.

No Third-Party Beneficiaries: Other than indemnitees pursuant to “Indemnification,” neither an Order with us nor these Solution Terms creates a contractual relationship between you and any third party, including any of the Nauto Parties other than us, and you are not a third-party beneficiary of any agreement between us and any third party. If any of the parties are in the UK, no person who is not a party to an Order with us, other than indemnitees, have any rights under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Order or these Solution Terms but this does not affect any right or remedy of a third party that exists or is available apart from that Act.

Assignment: The parties agree that each party’s rights and obligations under an Order with us and these Solution Terms may not be assigned, delegated, or otherwise transferred to a third party. Notwithstanding the foregoing, either we or Customer may transfer or assign its respective rights and delegate its respective obligations under all Orders entered into between such Customer and us, to (a) a successor to all or substantially all of its business and assets, whether by sale, merger, operation of law, or otherwise, without the prior written consent of the other party but with notice, provided that such assignee or transferee (i) has agreed to be bound by the terms and conditions of such Orders and these Solution Terms; (ii) its creditworthiness is generally equivalent to or better than that of the assigning party; and (iii) is located in a Supported Country and the use of the Nauto Solution is legal in that jurisdiction. Notwithstanding the foregoing, if the successor (or an Affiliate of such successor) is a direct competitor of the other party, then the other party may terminate such Orders(s) and these Solution Terms within 30 days of receipt of such notice without liability (other than any Fees due as of, or accruing prior to, the effective date of termination). An assignment by a party to an Affiliate requires the consent of the other party and is subject to the limitations (i) through (iii) above mutatis mutandis, but will not otherwise be unreasonably withheld or delayed. For clarity, the sale or transfer of a Nauto Device or a Customer Vehicle does not result in an assignment or transfer of a subscription, an Order with us, or these Solution Terms unless it falls within (a) or (b) above.

U.S. GOVERNMENT RESTRICTED AND LIMITED RIGHTS: This Section applies to any Order in which Customer is a Government Entity in the US, including a US public educational institution. The Nauto Solution is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government Entity is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software section at DFARS 252.227-7013, and in similar sections in the NASA FAR supplement, as applicable. All data is provided with LIMITED RIGHTS and such data may be reproduced and used by the Government Entity with the express limitation that they will not, without written permission, be used for purposes of manufacture nor disclosed outside the Government Entity. Manufacturer is Nauto, Inc.

Government Flow-Downs: We do not accept any flow-down provisions under Government Entity prime contracts unless previously negotiated and agreed to in writing between us and Customer in each case. Any flow-down or similar provisions on Customer’s purchase orders or other documentation are disclaimed by and invalid as to us unless and to the extent such flow-downs are expressly agreed to by us in writing.

Force Majeure: Neither you nor we will be in breach of an Order with us or these Solution Terms nor liable for delay in performing, or failure to perform, any of its obligations under an Order with us or these Solution Terms if such delay or failure results from or is due to causes beyond its reasonable control, including due to fire, lightning strike, flood, earthquake, or other natural disaster, sabotage, nuclear contamination, terrorism, war, insurrection, public health emergency, government-imposed measures responding to the outbreak of infectious disease, quarantine restrictions related to an infectious disease, zombie apocalypse, utility failure, telecommunications or power grid failure, service provider failure (including cloud services), hacking, denial of service, or similar attacks, third party strike or work stoppage, civil riot, or act or order of any court, government, or Government Entity (a Force Majeure Event). The party claiming the Force Majeure Event will promptly notify the other party of the event in writing of the Force Majeure Event and its expected duration and will use diligent efforts to mitigate the effects of the Force Majeure Event upon such party’s performance of its obligations under an Order with us or these Solution Terms. In such circumstances, such party will be entitled to a reasonable extension of the time for performing its obligations (and the other party will also be entitled to a reasonable extension of the time for performing its obligations to the extent due to the first party’s delay or nonperformance).If the period of delay or non-performance continues for ninety (90) days or longer, either party may terminate any impacted Orders upon thirty (30) days’ written notice to the other, otherwise, when such events have abated, the parties’ respective obligations hereunder will resume.

Miscellaneous: Each party agrees to do all things and execute all deeds, instruments, transfers, or other documents as may be necessary or desirable to give full effect to the provisions of these Solution Terms and the applicable Order(s) with us. The rights, powers, and remedies provided to a party in an Order with us and these Solution Terms are in addition to, and do not exclude or limit, any right, power, or remedy provided by law or equity or any other agreement. If any part of an Order with us or these Solution Terms is held invalid or unenforceable by a court of competent jurisdiction, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. Any provision of an Order or these Solution Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction only to the extent of the prohibition or unenforceability and does not invalidate the remaining provisions of such Order or these Solution Terms nor does it affect the validity or enforceability of that provision in any other jurisdiction. No failure to exercise or delay in exercising any right, power, or remedy under an Order or these Solution Terms operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power, or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing. Customer and Nauto are independent contractors and nothing in an Order or these Solution Terms creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

Counterparts and e-Signature: Orders and other related documents may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Third Party Software or Content: The Nauto Solution may contain or utilize third party software or content that requires notices and additional terms and conditions. Such third-party software or content notices and/or additional terms and conditions may be requested from us and are made a part of and incorporated by reference into these Solution Terms. By accepting these Solution Terms, you are also accepting the additional terms and conditions, if any, set forth therein.

Terms Applicable to GeoTab Resellers

Non-exclusive Right to Resell: When placing Orders through the Geotab Marketplace, each GeoTab Reseller has the right to distribute and resell the Nauto Solution within Supported Countries to Resale Customers on a non-exclusive basis as set forth below. Except as otherwise expressly provided herein, nothing in these “Terms Applicable to GeoTab Resellers” shall be construed as restricting our right to sell, lease, license, market, publish, or otherwise distribute the Nauto Solution, in whole or in part, directly or through any other person or entity, apart from such GeoTab Reseller’s customers of the Nauto Solution (Resale Customers) for so long as such Resale Customers are under contract with such GeoTab Reseller. Such GeoTab Reseller will manage the Resale Customer relationship generally.

Flow-Down Requirements: Each GeoTab Reseller shall only resell and distribute the Nauto Solution to Resale Customers (i) who enter into a legally binding contract with such GeoTab Reseller that expressly incorporates these Solution Terms and (ii) are located in a Supported Country. Whenever requested by us, such GeoTab Reseller shall provide evidence to us of such contracts. If we determine that such evidence is not sufficient, we may terminate a Resale Customer’s access to the Nauto Service without any liability to the GeoTab Reseller or such Resale Customer until such evidence is obtained.

Reseller as Nauto Solution User: A GeoTab Reseller’s personnel may access and use the Nauto Solution only if such personnel accept the Solution Terms as a User and such use is solely as required to onboard and support Resale Customers’ use of the Nauto Solution in accordance with the Solution Terms.

Promotional Materials: It is possible we may provide a GeoTab Reseller with promotional and marketing materials containing information regarding the Nauto Solution, including applicable promotional literature, advertising material, reports, documentation, and policy or procedure manuals then in effect (the Promotional Materials). Such GeoTab Reseller will utilize all such Promotional Materials consistently with and only to the extent authorized by instructions from us. In such cases, we grant such GeoTab Reseller a limited, revocable, and nonexclusive license to use such Promotional Materials in accordance with such instructions and these “Terms Applicable to GeoTab Resellers.” GeoTab Resellers may not create any Promotional Materials that identify or reference the Nauto Solution without our express written consent.

Publicity: A GeoTab Reseller may not publicly announce or identify itself as an authorized reseller of the Nauto Solution without our express written consent.

Reseller Marketing Duties: Each GeoTab Reseller will at all times when dealing with the Nauto Solution: (i) conduct business in a manner that reflects favorably at all times on the Nauto Solution and the good name, goodwill, and reputation of Nauto; (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to us, the Nauto Solution, or the public, including disparagement of us or the Nauto Solution; (iii) make no false or misleading representations with respect to the Nauto Solution; and (iv) not publish, create, distribute, or use any misleading or deceptive advertising material; provided, however, that clauses (ii)-(iv) above do not apply to specific representations, Promotional Materials, or other information or materials provided to such GeoTab Reseller by us.

Indemnification: Each GeoTab Reseller, at its sole expense, will indemnify, defend, and hold harmless the Nauto Parties from any and all Claims, including any related Losses, resulting from, arising in connection with, or relating to such GeoTab Reseller’s breach of its obligations under these terms.

Compliance: The GeoTab Reseller, nor, to the best of its knowledge, any employees, officers, directors, shareholders, members, owners, agents, Affiliates, partnerships, or any of such GeoTab Reseller’s other representatives, have ever been convicted of, or pleaded guilty to, any crime or offence involving fraud, corruption, or moral turpitude or are on any Restricted Party Lists. The GeoTab Reseller and each of its employees, officers, directors, shareholders, agents, Affiliates, partnerships, and any of such GeoTab Reseller’s other representatives have not performed and will not perform, directly or through any third party, any of the following acts: the making or authorization or offer or promise of any payment, gift, loan, donation, service, benefit, or other thing of value, whether in cash or in kind, to any official or employee or officer of any Governmental Entity, or any agency or subdivision thereof including, any federal, regional, or local department, or any agency, or enterprise owned or controlled by any of the foregoing, or to any politician or political party or official thereof, or to any candidate for political office (each, a Government Official), for the purpose or with the possibility of: (i) influencing any act or decision of that Government Office in their official capacity, including a failure to perform their official functions; or (ii) inducing a third party to use their influence with a Government Official to affect or influence any act or decision; or (iii) securing any improper advantage. Each GeoTab Reseller agrees to ensure that any third party engaged by it for the purpose of reselling any Nauto Solution or for the purpose of obtaining, executing, or performing any resulting contract with a Resale Customer, whether or not known to or approved by us, must be bound by a provision substantially similar to the terms of this Compliance section.

No Authority to Bind: Except as otherwise expressly authorized in writing, no GeoTab Reseller has any express or implied right or authority to assume or create any obligations on behalf of us or in our name or to bind us to any contract, agreement, or undertaking with any third party.

Termination: We may terminate a Resale Customer’s access to the Nauto Service without any liability to the applicable GeoTab Reseller or such Resale Customer if we have not received the relevant fees for such Resale Customer’s access to and use of the Nauto Solution.

Effect of Termination: In addition to any provisions that by their terms contemplate survival, this section, together with the sections in these “Terms Applicable to GeoTab Resellers” titled “Warranties by Reseller,” “Indemnification by Reseller,” and “Other Reseller Terms,” will survive any termination of these Solution Terms applicable to a GeoTab Reseller.

Other Terms: The following sections of the Solution Terms are hereby incorporated into these Terms Applicable to GeoTab Resellers, except that the term “you” and “Customer” in such sections shall be replaced with “GeoTab Reseller”: “Definitions; Interpretation,” “DISCLAIMERS,” “LIMITATION OF LIABILITY AND INDEMNIFICATION” (except that (i) our obligations under the “Indemnification by Nauto” section therein only apply to any allegation that the Nauto Solution infringes the Intellectual Property Rights of such third party and (ii) the “Indemnification by Customer” section therein does not apply), and “General Terms” (except that the sections titled “Intellectual Property” and “Term and Termination” therein do not apply). In the event of any direct conflict between any provisions of these “Terms Applicable to GeoTab Resellers” and the provisions of the sections of the Solution Terms referenced above, these “Terms Applicable to GeoTab Resellers” will control.

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