These terms and conditions, together with any Purchase Order and attachments hereto (the “Agreement”) constitute a legally binding agreement between RoadBotics, Inc. (“RoadBotics”) and the entity or person ordering or using the Services (“Customer”) and governs the provisions and use of such Services.

In consideration of the promises and the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby covenant and agree as follows:

1. Definitions.  As used in this Agreement, the following terms shall have the meanings given those terms as hereinafter set forth:
   1. “Agreement” shall have the meaning ascribed to that term in the first paragraph written above.
   2. “Available” means all of the Services are operational and accessible by Customer. The Services shall be deemed Available if Customer’s inability to access the Services is due to Customer’s mistake, negligence, or misconduct.
   3. “Customer” shall have the meaning ascribed to that term in the first paragraph written above.
   4. “Customer Data” means all text, images, and other electronic content or information submitted by Customer to the Services, as well as any processed data (including any AI-enabled data assessments generated as a result of the Services.
   5. “Documentation” means RoadBotics’s then current Services documentation available at www.roadbotics.com (as such documentation may be updated by RoadBotics from time to time). Documentation may include minimum hardware, software and internet connection requirements for use of the Services (as may be updated by RoadBotics from time to time with notice to Customer).
   6. “Effective Date” shall be the date on which a Purchase Order is executed or successfully processed (submitted by Customer and accepted by RoadBotics) online.
   7. “Subscription Fee(s)” shall have the meaning ascribed to that term in Section 4 below.
   8. “Project(s)” means such projects as may be specified in an Purchase Order.
   9. “Purchase Order” means the ordering documents for Customer’s purchases from RoadBotics that are executed or successfully processed (submitted by Customer and accepted by RoadBotics) online by the parties from time to time. Purchase Orders shall be deemed incorporated herein.
   10. “RoadBotics Data” means raw data (including video and meta data) stored or captured as part of the Services.
   11. “RoadBotics Products” means such RoadBotics software tools and platforms, including related Documentation, as are described in a Purchase Order.
   12. “Services” means the RoadBotics Products and services specified in a Purchase Order, including, without limitation, all corrections, updates, modifications, releases, versions, and enhancements to such software that may hereafter be generally released by RoadBotics.
   13. “Subscription Term” means the period of time during which Customer may use and access the Services beginning on the Effective Date and, continuing until such time as may be specified in a Purchase Order, or until terminated by either party. The Services may automatically deactivate and become non-operational at the end of the Term, and Customer shall not be entitled to access the Services unless the Term is renewed.
2. License Rights; Restrictions.
   1. Grant. Subject to the terms and conditions of this Agreement, RoadBotics hereby grants to Customer a non-exclusive, non-transferable license during the Term to access and use Services, any Documentation and, where applicable, download and install onto a mobile device RoadBotics Products for Customer’s internal business purposes and the purpose of integrating the AI Assessments into Customer’s products or services set forth in the applicable Purchase Order or as may be approved by RoadBotics solely for sale or distribution to a government agency, private company(ies) and non-profit end customers of Customer (“End Users”) as needed to complete a Project. RoadBotics further grants to Customer a perpetual, non-exclusive, non-transferable license to use, analyze, and publish or display on its websites, any complimentary images or visualizations created by RoadBotics in conjunction with Customer Data.
   2. Retained Rights and Additional License Restrictions. The license granted in Section 2.1 above is conditioned upon Customer’s strict compliance with the terms and conditions of this Agreement including, without limitation, the following terms and conditions: (a) Customer shall not (i) permit any third party (excluding Customer’s agents and contractors and End Users) to use the Services, or (ii) license, sublicense, sell, resell, rent, lease, transfer, distribute, use the ServicesServices for commercial time-sharing, or otherwise commercially exploit the Services; (b) Customer shall not create derivative works based on the Services or cause or permit others to; (c) Customer shall not modify, reverse engineer, translate, disassemble, or decompile the Services, or cause or permit others to; (d) Customer shall not access the Services in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Services; (e) exceed (or permit a third party to exceed) the level of access specified in a Purchase Order, or access or use content, features or functionality in Services that are not authorized for Customer’s use, and (f) Customer shall not remove any title, trademark, copyright and/or restricted rights notices or labels from the Services or Documentation. The foregoing provisions of this Section 2.2 are for the benefit of RoadBotics, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
   3. Reserved Rights. RoadBotics hereby reserves all rights in and to the Services not expressly granted in this Agreement. Nothing in this Agreement shall limit in any way RoadBotics’s right to develop, use, license, create derivative works of, or otherwise exploit the Services or to permit third parties to do so.
   4. RoadBotics Data. RoadBotics retains ownership rights to RoadBotics Data, Neither Customer, nor End Users, shall have access to RoadBotics Data while collecting or transmitting the RoadBotics Data. Customer shall not, and shall not allow its End Users to access the RoadBotics Data.
   5. Customer Data. As between RoadBotics and Customer, Customer shall own all Customer Data, and Customer hereby grants to RoadBotics a perpetual, non-exclusive unlimited license to access, analyze, use internally, and publish or display on its own websites, any Customer Data that does not include personally identifiable information.
   6. Unauthorized Use Notification. Customer shall immediately report to RoadBotics any unauthorized access of a login or unauthorized use of Services and shall be responsible for all activities occurring under each login granted to Customer, whether authorized or not. Customer is solely responsible for complying with this Section and applicable copyright and other laws and shall not use, copy, modify, re-broadcast, distribute, perform or display content in any infringing or illegal manner.
3. Availability and Support Services. RoadBotics will (i) use commercially reasonable efforts to make the Services Available; and (ii) provide the support services, as described in the Vendor Solution Services available at www.roadbotics.com/contracts/support at no additional cost to Customer. Notwithstanding the foregoing, Customer shall make commercially reasonable efforts to resolve any support question before contacting RoadBotics. Customer shall maintain its own internal help desk in support of End Users and shall be responsible for providing all support for the Project and Services,
4. Subscription Fees; Payment Terms. Customer agrees to pay RoadBotics such Fee(s) in accordance with the amounts and dates specified on the applicable Purchase Order. Except as otherwise specified herein, Fees are based on Services purchased and consumed, and any payment obligations hereunder are non-cancelable and non-refundable. Any payment not received from Customer by the due date may accrue, at RoadBotics’s discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; from the date such payment was due until the date paid.
5. Term; Termination. This Agreement shall continue for the duration of the Term unless earlier terminated by either party in accordance with the terms of a Master Agreement or Purchase Order. Any termination of this Agreement shall cause all outstanding Services hereunder to terminate automatically.
   1. Customer Termination Rights. Customer may terminate this Agreement at any time upon prior written notice to RoadBotics, provided that Customer shall be responsible for payment of all Fees through the date of termination and no refunds shall be issued for any fees arsing from section 4.
   2. RoadBotics Termination Rights. Without limiting any other remedies available to it, RoadBotics may immediately suspend access to the Services and/or terminate this Agreement (a) upon thirty (30) days’ notice to Customer, (b) if Customer commits a material breach of this Agreement that is not cured within thirty (30) days from written notice to Customer (and within ten (10) days in the case of non-payment), or (c) RoadBotics reasonably determines that Customer’s actions are likely to cause legal liability for RoadBotics or its suppliers or other customers.
   3. Effect of Termination. Promptly upon any termination of this Agreement, Customer shall return or destroy all copies and embodiments of RoadBotics Materials of any type in its possession. RoadBotics may retain and use all materials (including Customer Data) created in the course of providing the Subscription Services for any lawful purpose. The ownership, confidentiality, proprietary rights, indemnification, disclaimer, limitation of liability and miscellaneous provisions of this Agreement shall survive any termination, along with any other provisions hereof that, by their nature, are intended to survive.
6. Intellectual Property Rights.
   1. Generally. All right, title, and interest in and to the Services and Documentation, including, without limitation, all modifications, enhancements and intellectual property rights thereto shall belong solely to RoadBotics and/or its applicable suppliers, without Customer reserving or otherwise having any rights therein whatsoever.
   2. Suggestions. RoadBotics shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the Services.
7. Confidentiality and Proprietary Rights. Customer agrees to keep confidential and not to disclose to any third party, except as expressly permitted in this Agreement or with RoadBotics’ prior written consent, information about RoadBotics Data, and all other non-public business or technical information relating to the Services (collectively, together with any modifications, improvements, updates and customizations thereof, which Customer acknowledges constitute RoadBotics’ proprietary information and trade secrets (“RoadBotics Confidential Information”). RoadBotics Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to RoadBotics; (ii) was known to the Customer prior to its disclosure by RoadBotics without breach of any obligation owed to RoadBotics; (iii) was independently developed by Customer without breach of any obligation owed to RoadBotics; or (iv) is received from a third party without breach of any obligation owed to RoadBotics. Notwithstanding the foregoing, Customer may disclose RoadBotics Confidential Information if such information is required by law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized governmental authority, provided that Customer must give RoadBotics prompt written notice and seek to obtain or allow for and reasonably cooperate with RoadBotics to seek to obtain a protective order prior to such disclosure. Title to the RoadBotics Confidential Informationis at all times owned by RoadBotics, along with all trademarks, service marks and trade names used with the Services and all associated goodwill. RoadBotics may refer to Customer by name and logo as a customer in its promotional material, but otherwise shall not use Customer’s trademarks or logos in any promotional material or public communication without Customer’s prior written approval (except as required by law). All rights relating to intellectual property which are not expressly granted to the other party in this Agreement are reserved.
8. Security.
   1. RoadBotics Security. Customer acknowledges that Services will be hosted and delivered from a data center operated by Google or another provider which is subject to industry-standard external auditing. (The audit certifications maintained by RoadBotics’ current data center are available at https://cloud.google.com/terms/data-processing-terms.) Such data center will maintain a written information security program incorporating reasonable administrative, physical and technical safeguards, and compliant with all applicable privacy and data security laws and regulations, to protect the security and integrity of Services.
   2. Customer Security. Customer shall maintain commercially reasonable security procedures for the transmission of Customer Data to Services. Customer shall notify RoadBotics promptly of any suspected security breach regarding its transmissions to or from the Services. Customer shall not (a) breach or attempt to breach the security of the Services or any network, servers, data, computers or other hardware relating to or used in connection with the Services or belonging to or used or leased by any other customer of RoadBotics or any third party that is hosting or interfacing with any part of the Services; or (b) use or distribute through the Services any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Services or the operations or assets of any other customer of RoadBotics or any third party.
   3. Suspension of Access. If RoadBotics believes there is a risk that may interfere with the proper continued provision of the Services, it may immediately suspend, filter, block access to or take other appropriate action, including mitigation of risk, to protect the integrity of the Services. If RoadBotics makes a commercially reasonable determination that Customer or any End User is misusing the Services by bypassing or attempting to bypass any security features, launching denial of service attacks, disabling security devices, using any malware or otherwise gaining or attempting to gain unauthorized access to the Services, reverse engineering any component of the Services or is or may be engaged in illegal activity, then RoadBotics may suspend or permanently terminate the misusing entity’s access to the Services without penalty.
9. Disclaimers and Limitations of Liability. THE SERVICES ARE PROVIDED “AS IS”, WITH NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, ACCURACY, TIMELINESS AND ERROR-FREE OR UNINTERRUPTED OPERATION. IN NO EVENT WILL ROADBOTICS BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS, REVENUE OR DATA, IN CONNECTION WITH THE SERVICES, EVEN IF ROADBOTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. ROADBOTICS’ ENTIRE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY CLAIM OR ACTION (OR SERIES OF CLAIMS OR ACTIONS) RELATING TO THE SERVICES (WHETHER IN NEGLIGENCE, STRICT LIABILITY OR ANY OTHER CAUSE OF ACTION), SHALL BE DIRECT DAMAGES NOT TO EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID BY CUSTOMER TO ROADBOTICS UNDER ANY SERVICES TO WHICH THE CLAIM OR ACTION RELATES IN THE TWELVE (12) MONTH PERIOD PRECEDING SUCH CLAIM OR ACTION.
10. Indemnity. Customer shall indemnify, defend and hold harmless RoadBotics, its affiliates, and their respective officers, directors, shareholders, members, managers, employees and agents from all losses and expenses (including reasonable attorneys’ fees) related to any third-party claim, action or allegation that arises from Customer’s breach of this Agreement or use of the Services.
11. Miscellaneous. This Agreement is the complete and entire agreement between the parties and supersedes all prior and contemporaneous agreements and communications with respect to the subject matter hereof. Except as expressly provided herein, this Agreement may not be modified except in a writing executed by both parties. Notices under this Agreement shall be in writing and sent either through recognized overnight courier, via first-class mail or by electronic communication, return receipt requested, to the party at the address provided in the latest Subscription Services or otherwise provided via notice; notices are effective upon receipt. This Agreement shall be construed in accordance with, and all disputes shall be governed by, the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws rules thereof. Exclusive jurisdiction and venue for the adjudication of any disputes relating to this Agreement shall be in the state and federal courts (including the appellate courts) located in Allegheny County, Pennsylvania, and the parties hereby consent to the jurisdiction and venue of such courts. Neither party may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that RoadBotics may, without consent, utilize subcontractors to perform its obligations under this Agreement and assign this Agreement to (i) an affiliate or (ii) a successor in connection with a merger or a sale of substantially all its assets.