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BusyBusy Addendum

Service Addendum – BusyBusy

This Service Addendum – BusyBusy (“Addendum”) supplements the AlignOps LLC General Terms and Conditions (“Agreement”), whose terms govern this Addendum. This Addendum is effective as of ___________ (“Effective Date”).  Any conflict between this Addendum and the Agreement shall be resolved in favor of this Addendum. Any conflict between this Addendum and the related Order Agreement shall be resolved in favor of the Order Agreement.

1. Definitions

  1. “BusyBusy Service” means the online hosted software platform through which Subscriber may access the BusyBusy time tracking and other features.
  2. “Credit” means a unit of usage permitting one User to access and use the BusyBusy Service for one month. 
  3. “Developed Software” means any custom code or software specifically and uniquely created by or on behalf of AlignOps for Subscriber in connection with Subscriber’s use of the BusyBusy Service, excluding any materials or content within or comprising the BusyBusy Service.
  4. “Hardware Unit” means a physical hardware device containing physical, motion, environmental, audio, and/or video measurement and recording systems designed for installation on construction vehicles to collect and transmit to the Software Service Telematics Data, including information regarding surroundings of the vehicle and its occupants or operators.
  5. “Telematics Data” means location as determined by GPS, speed, heading, vehicle diagnostic and health information, event metadata and other sensor or system data generated during vehicle operation.
  6. “Telematics Service” means use of Hardware Units and any other services provided by or on behalf of AlignOps in connection with the foregoing.
  7. “Third Party Products” means any software, applications, tools, integrations, macros or other services provided by third parties that AlignOps makes available in the BusyBusy Service at its own election.

2. Access To The BusyBusy Service

  1. Scope of Access. Subject to the terms of the Agreement, AlignOps grants Subscriber a right to access the BusyBusy Service for the number of Users for which Subscriber has purchased Credits and for so long as Subscriber maintains the required number of Credits in its BusyBusy Service account for such Users to access the BusyBusy Service, unless the Subscriber is on the Monthly Billing Plan, in which case payments for credits are made in arrears, as described in this document. Each User that Subscriber wants to add to a Workspace must create its own account in the BusyBusy Service, and each such User is responsible for compliance with the Agreement and may use the BusyBusy Service only in accordance with the Agreement, the information presented on the BusyBusy Service, and in any user guides or documentation.
  2. Notices to Users. Subscriber is solely responsible for providing any notices to, and obtaining consents from, Users who access any BusyBusy Service as may be required by law or Subscriber’s policies, including notices and consents related to information the User provides or uploads to the BusyBusy Service which is collected by Subscriber and used by Subscriber for analysis, trending, and other business purposes, including device-based location tracking.

3. Third Party Products

  1. Third Party Products Generally. To the extent Subscriber uses any Third Party Products, any such use and any exchange of information or data between Subscriber and Third Party Products is conducted solely at Subscriber’s election, takes place solely between Subscriber and the applicable provider of the Third Party Products, and Subscriber agrees that AlignOps may permit the Third Party Products to access, use, and store Subscriber Data as required for the interoperation of such Third Party Products. 
  2. Disclaimer of Third Party Products. AlignOps is not responsible for such Third Party Products, provides no warranties related to Third Party Products, and will not support Third Party Products. AlignOps is not responsible for any disclosure, modification, or deletion of Subscriber Data resulting from the foregoing.
  3. Access to Third Party Products. Third Party Products may include features designed to interoperate with services provided by third parties such as Google, Facebook, or X.com (formerly known as Twitter). To use such features, Subscriber may be required to obtain access to such Third Party Products from their providers.

4. Access to the GPS and Telematics Service

  1. Telematics Service. Subject to the terms of the Agreement, AlignOps grants Subscriber a right to access the Telematics Service for a contracted number of Hardware Units provided by AlignOps.
  2. Subscription Requirement. Subscriber must maintain at minimum a BusyBusy PRO subscription to utilize the GPS Equipment Tracking Service.
  3. Service Tiers. Tracking levels (Tiers 1–4) are assigned per individual Hardware Unit. A single account may utilize multiple tiers simultaneously.
    1. Tier 1 and 2. High Frequency GPS and Telematics
    2. Tier 3. GPS+ Dashcam
    3. Tier 4. CMS: GPS, Telematics & Production
  4. Methods to Collect, Transmit and View Telematics Data. Subscriber may utilize the Telematics Services via the Hardware Units provided by AlignOps and installed in Subscriber vehicles and equipment.
  5. Term. Equipment tracking is a contract-based service. Additional devices added within 90 days of the original agreement may follow the existing contract; devices added after 90 days require a new contract.
  6. Hardware Unit Activation Fee. Subscriber agrees to pay an activation fee per Hardware Unit shipped to Subscriber or used by Subscriber, as applicable, as set forth in an applicable order.
  7. End of Term Hardware Unit Returns. Upon the expiration or termination of an applicable Order Agreement, or the Agreement, Subscriber agrees to return all Hardware Units to AlignOps within sixty (60) days. In the event Subscriber fails to return all Hardware Units within such sixty (60) day period, Subscriber agrees that the Telematics Service subscription for such units shall automatically continue on a quarterly basis at the then-current rates until: (i) the Hardware Units are received by AlignOps, or (ii) Subscriber pays the applicable Replacement Fee for the unreturned units.

5. Billing

  1. Registration and Initial Fees. Upon registration for the BusyBusy Service, AlignOps will bill, and Subscriber agrees to pay: (i) a monthly administrator license fee as set forth in the BusyBusy Service which permits a Subscriber administrator User to access the BusyBusy Service and applies regardless of whether Subscriber or any of its Users use the BusyBusy Service and (ii) a Credits fee that provides Subscriber an initial amount of Credits (“Initial Credits Fee”). 
  2. Time Tracking Billing Plans. Upon registration for the BusyBusy Service, Subscriber must elect one of two billing plans as set forth below to take effect after Credits purchased with the Initial Credits Fee are depleted.
    1. Monthly Billing: After Subscriber depletes Credits purchased as part of the Initial Credits Fee, AlignOps will bill Subscriber monthly in arrears for its usage of the BusyBusy Service. GPS & Telematics services are not available as a Monthly Billed Service.
    2. Annual Billing: After Subscriber depletes Credits purchased as part of the Initial Credits Fee, AlignOps will bill Subscriber in advance annually for the Credits Subscriber orders itself via the BusyBusy Service, in an Order Agreement, or as otherwise permitted by AlignOps.
  3. Safety Module
    1. Billing and Payment: BusyBusy’s Safety Module carries an independent annual subscription fee. This annual payment is due in full upon receipt of the invoice and covers the service for a period of twelve (12) months. The subscription will automatically renew each year on the anniversary of the initial payment date, at the then-current rate for your subscription plan and entitlements, to prevent any disruption in service. If the client wishes to cancel their Safety Module subscription, they must provide written notice at least 30 days before the renewal date. By submitting payment, the client acknowledges that they have read and agree to the terms of this billing cycle. Additionally, the client acknowledges that the Safety module is a separate subscription with distinct pricing from other BusyBusy products. Payment may be remitted via ACH, Wire Transfer, or Overnight Check.
  4. Operations Module
    1. Billing and Payment: BusyBusy’s Operations Module carries an independent annual subscription fee. This annual payment is due in full upon receipt of the invoice and covers the service for a period of twelve (12) months. The subscription will automatically renew each year on the anniversary of the initial payment date, at the then-current rate for your subscription plan to prevent any disruption in service. If the client wishes to cancel their Operations Module subscription, they must provide written notice at least 30 days before the renewal date. By submitting payment, the client acknowledges that they have read and agree to the terms of this billing cycle. Additionally, the client acknowledges that the Operations Module is a separate subscription with distinct pricing from other BusyBusy products. Payment may be remitted via ACH, Wire Transfer, or Overnight Check.
  5. GPS and Telematics Service Billing.
    1. Initiation of Billing. Subscriber will begin incurring, and agrees to pay, fees for the Telematics Service upon the shipment of Hardware Units to Subscriber At such time, the Telematics Service and associated rates and/or fees specified shall commence and will continue for the Term.
    2. Payment. Annual subscription payments are due in advance and can be made via ACH, wire transfer, or overnight check. If the Subscriber elects quarterly billing, payment must be made via ACH, and automatic debit authorization is required.
    3. Lost, Stolen or Damaged Hardware. If a rented Hardware Unit is lost, damaged or stolen during the Term, Subscriber agrees to pay a fee per lost, damaged or stolen unit, which will be billed on the next invoice. Replacement Fees. If a Hardware Unit is lost, damaged, or stolen during the Term, Subscriber agrees to pay a replacement fee per unit, billed on the next invoice:
      1. Tier 1 & Tier 2 Units: $199.00 per unit.
      2. Tier 3 (Dashcam) Units: $299.00 per unit.
      3. Tier 4 (Advanced) Units: $399.00 per unit.

      GPS and Telematics Service Early Termination.
    4. Obligations. If a Subscriber cancels the service before the end of the agreed term, remaining contract obligations still apply.
    5. Notice. Returns/cancellations within the initial term will be assessed a fee equal to a percentage of the remaining charges as defined in the Order Agreement
  6. Fair Billing Policy. The Fair Billing Policy located at https://busybusy.com/fair-billing (or other such link as AlignOps may determine) is incorporated into this Addendum. The Fair Billing Policy contains details regarding inactive Users, adding and removing Users, survival of Credits, renewal of Subscriber’s access to the BusyBusy Service and related renewal fees, and more. Subscriber agrees that it has read, and agrees to, the Fair Billing Policy and that it applies to Subscriber’s use of the BusyBusy Service.
  7. Nonpayment. If Subscriber depletes all of its Credits and fails to pay for, or Subscriber’s chosen method of payment is declined, or AlignOps otherwise does not receive timely payment for replenishing Subscriber’s Credits, Subscriber will lose access to the BusyBusy Service and may lose its Subscriber Data and any customizations as set forth in Section 6 below.

6. Developed Software. Subject to Subscriber’s payment of applicable fees, AlignOps grants Subscriber a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to copy, maintain, use and run (as applicable) Developed Software solely for its internal business purposes associated with its use of the BusyBusy Service. AlignOps and Subscriber each retains all right, title and interest in its respective intellectual property and AlignOps retains all ownership rights in the Developed Software. [***For purposes of the Agreement, AlignOps Technology includes Developed Software.***]

7. Notice Regarding Subscriber Data and Customizations. ANY SUBSCRIBER DATA AND ANY DEVELOPED SOFTWARE MADE TO THE BUSYBUSY SERVICE BY OR FOR SUBSCRIBER WILL BE PERMANENTLY LOST IF SUBSCRIBER TERMINATES, FAILS TO RENEW, OR OTHERWISE DISCONTINUES THE BUSYBUSY SERVICE AND DOES NOT PERFORM FUNCTIONS TO RETAIN SUBSCRIBER DATA AND DEVELOPED SOFTWARE. IF SUBSCRIBER PURCHASES A BUSYBUSY SERVICE THAT WOULD BE A DOWNGRADE FROM SUBSCRIBER’S PRIOR OR CURRENT BUSYBUSY SERVICE, SUBSCRIBER UNDERSTANDS AND AGREES THAT IT MUST EXPORT SUBSCRIBER DATA AND DEVELOPED SOFTWARE BEFORE THE DOWNGRADED BUSYBUSY SERVICE GOES INTO EFFECT OR SUBSCRIBER DATA AND DEVELOPED SOFTWARE WILL BE PERMANENTLY LOST. ALIGNOPS IS NOT RESPONSIBLE FOR ANY SUBSCRIBER ERROR IN THE EVENT THAT SUBSCRIBER DATA OR DEVELOPED SOFTWARE CREATED OR LOST RESULTS IN ANY LIABILITY OR DAMAGES.

Schedule 1 – Warranty Terms

THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE (OR BY COUNTRY OR PROVINCE). ALIGNOPS DOES NOT EXCLUDE, LIMIT OR SUSPEND OTHER LEGAL RIGHTS YOU MAY HAVE UNDER THE LAWS OF YOUR STATE (OR COUNTRY OR PROVINCE). FOR A FULL UNDERSTANDING OF YOUR RIGHTS, YOU SHOULD CONSULT THE LAWS OF YOUR STATE, COUNTRY OR PROVINCE.

Limited Hardware Warranty

Hardware Units purchased by Subscriber shall be free of defects in material and workmanship under normal authorized use consistent with applicable instructions. This product warranty extends only to the original purchaser of the Hardware Unit from AlignOps and begins on the date AlignOps ships the Hardware Unit. In the event that AlignOps receives notice during the warranty period that any Hardware Unit does not conform to its warranty, Subscriber’s sole and exclusive remedy, and AlignOps’ sole and exclusive liability, shall be for AlignOps, at its sole option, to either repair or replace the non-conforming Hardware Unit in accordance with this limited warranty. Hardware Units replaced under the terms of any such warranty may be refurbished or new equipment substituted at the option of AlignOps. 

Restrictions

No warranty will apply if the Hardware Unit (i) has been altered, except by AlignOps; (ii) has not been installed, operated, repaired, or maintained in accordance with any instructions supplied by AlignOps; (iii) has been subjected to abnormal or improper environmental conditions, accident or negligence, including unreasonable physical, thermal, or electrical conditions or treatment; or (iv) is provided on a trial, evaluation, beta, or other free-of-charge basis. This warranty does not apply to: (a) cosmetic damage, such as scratches, nicks and dents or (b) consumable parts, such as batteries, unless product damage has occurred due to a defect in materials or workmanship. In addition, Hardware Units are not designed or intended for use in (1) the design, construction, operation or maintenance of any nuclear facility, (2) navigating or operating aircraft; (3) operating life-support or life-critical medical equipment; or (4) explosion-risk environments, and AlignOps disclaims any express or implied warranty of fitness for such uses. Subscriber is solely responsible for backing up its programs and data to protect against loss or corruption. AlignOps warranty obligations do not include installation support. Notwithstanding anything to the contrary, no warranty shall apply beyond any published End of Support date for Hardware Units.

This warranty also does not apply to, and AlignOps is not responsible for, any degradation in the performance of any Hardware Unit’s location accuracy or performance resulting from its use in proximity to any handset or other device that utilizes a terrestrial broadband network operating on frequencies that are close to the frequencies used by any Global Navigation Satellite System (GNSS) such as the Global Positioning Service (GPS). Use of such devices may impair reception of GNSS signals.

Limitation of Liability

IN ADDITION TO THE LIMITATION OF LIABILITY TERMS IN THE AGREEMENT, ALIGNOPS SHALL NOT BE LIABLE FOR SUBSCRIBER’S OR ANY THIRD PARTY'S SOFTWARE, FIRMWARE, INFORMATION, OR MEMORY DATA CONTAINED IN OR INTEGRATED WITH ANY PRODUCT RETURNED TO ALIGNOPS, WHETHER UNDER WARRANTY OR NOT.