ROADBOTICS MOBILE APPLICATION TERMS OF USE

By downloading or using the App (as defined below) of ROADbotics, LLC, a Delaware limited liability company (“ROADbotics”), you (“You”) are agreeing to be bound by the following terms and conditions (“Terms of Use”). By accepting electronically, installing, accessing or using the App, you agree to be bound by the terms and conditions of these Terms of Use and ROADbotics’ Privacy Policy (available at http://roadbotics.com/privacy-policy, the “Privacy Policy”). The Privacy Policy is incorporated into these Terms of Use by reference.

You represent and acknowledge that You have read, understood, and agree to be bound by these Terms of Use, and that the information You provide in registering for the App is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms of Use on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms of Use, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms of Use, You must not accept these Terms of Use and may not use the App.

You acknowledge that these Terms of Use govern Your use of the App and, except for written addendums signed by the parties that specifically modify these Terms of Use, these Terms of Use supersede any other agreements between You and ROADbotics. ROADbotics reserves the right to update and change the Terms of Use from time to time without notice. Any new features that augment or enhance the App, including the release of new tools and resources, shall be subject to the Terms of Use. Continued use of the App after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Use at any time at: http://roadbotics.com/roadsense-terms-of-use.

 

DESCRIPTION OF SERVICE

ROADbotics collects roadway data and utilizes learning algorithms to deliver roadway inventory, sign inventory, and road infrastructure management products. As used in these Terms of Use, the term “App” refers to the mobile application owned and operated by ROADbotics to collect data and deliver roadway, sign inventory, and infrastructure management services.

 

 

AVAILABILITY OF THE APP

You acknowledge that there may be interruptions in service or events that are beyond ROADbotics’ control. While ROADbotics uses reasonable efforts to keep the App accessible, the App may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of ROADbotics’ control, access to the App may be interrupted, suspended or terminated. You further understand that there may be interruptions in service or events on third-party sites that will impact your use of the App and that are beyond ROADbotics’ control to prevent or correct.

INTELLECTUAL PROPERTY RIGHTS

ROADbotics shall maintain all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights, including rights in and to the App, ROADbotics Marks and ROADbotics Data (as each capitalized term is defined herein and collectively referred to as “Intellectual Property Rights”). The rights granted to You to use the App under these Terms of Use do not convey any additional rights in the App, or in any Intellectual Property Rights associated therewith. “ROADbotics Data” means any data, including without limitation metadata, relating to the use of the App, such as data schema, specific facts and other similar information collected by ROADbotics and made available via the App, ROADbotics’ website, or ROADbotics other services.

 

You own the information you provide ROADbotics or input on third-party websites through the App. You grant ROADbotics a nonexclusive, revocable, worldwide, perpetual, unlimited fully paid up and royalty-free right to ROADbotics to use copy, prepare, remove, retain, add, process, analyze and prepare derivative works of the foregoing described information and publish or distribute such derivative works, subject to ROADbotics’ confidentiality obligations as set forth in ROADbotics’ Privacy Policy. By providing information to ROADbotics or to third parties through the App, You represent and warrant that You are entitled to and authorized to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third-party rights.

 

ROADbotics shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the App or otherwise use any suggestions, enhancement requests, recommendations or other feedback ROADbotics receives from You. ROADbotics, and ROADbotics’ other product and service names, and logos used or displayed on the App or the ROADbotics website are registered or unregistered trademarks of ROADbotics (collectively, “ROADbotics Marks”), and You may only use such ROADbotics Marks to identify yourself as a customer and user of the App; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the ROADbotics Marks, or use the ROADbotics Marks to disparage or misrepresent ROADbotics, its services or products.

 

All rights, title and interest in and to the App and its components, including all related Intellectual Property Rights, will remain with and belong exclusively to ROADbotics and its third-party vendors.

 

Upon the condition that you comply with all of Your obligations under these Terms of Use, ROADbotics grants you a non-exclusive, non-transferable, revocable license to access and use the App, strictly in accordance with these Terms of Use and subject to all the limitations set forth in these Terms of Use.

 

USE OF THE APP

Subject to the terms and conditions of these Terms of Use, You agree to access and use the App only for Your internal business purposes as contemplated by these Terms of Use (or, if applicable, for the business purposes of the organization for which you are using the App in accordance with ROADbotics’ agreement with your organization). In order to use the App, You must be an authorized user pursuant to an agreement with ROADbotics.

 

To be eligible to use the App, You must meet the following criteria and represent and warrant that You: (1) are 18 years of age or older; (2) are not currently restricted from the App, or not otherwise prohibited from registering with ROADbotics or having a ROADbotics account; (3) are not a competitor of ROADbotics or are not using the App for reasons that are in competition with ROADbotics; (4) have full power and authority to enter into these Terms of Use and doing so will not violate any other agreement to which You are a party; (5) will not violate any rights of ROADbotics, including Intellectual Property Rights such as copyright or trademark rights; and (6) agree to provide at Your cost all equipment, software, internet, and data access necessary to use the App.

 

You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the App available to any third party, other than as expressly permitted by these Terms of Use; (b) use the App to process data on behalf of any third party; (c) modify, adapt or hack the App to falsely imply any sponsorship or association with ROADbotics, or otherwise attempt to gain unauthorized access to the App or its related systems or networks; (d) use the App in any unlawful manner, including but not limited to violation of any person’s privacy rights, infringing any person’s intellectual property rights, sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, or engaging in unlawful behavior in violation of any state’s distracted driving laws; (e) use the App in any manner that interferes with or disrupts the integrity or performance of the App and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the App; (g) use the App to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (h) attempt to use any method to gain unauthorized access to any applicable features of the App; (i) unless otherwise explicitly agreed to in writing by ROADbotics, use the App or any content obtained from it to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (j) use automated scripts to collect information from or otherwise interact with the App; (k) try to use, or use the App in violation of these Terms of Use.

 

You are responsible for all information, data, text, messages or other materials transmitted by you via the App. You are responsible for complying with all applicable laws, including without limitation those laws that address text messaging and/or mobile phone use while driving or otherwise operating a motor vehicle. You are responsible for maintaining the confidentiality of Your personal data, such as password and account information. If ROADbotics provides the capability for You to create a user ID and password, You are fully responsible for any and all activities that occur under Your login or account. You agree and acknowledge that Your login may only be used by one (1) person, and that You will not share a single login among multiple people. You agree that You will not sell, trade or otherwise transfer Your login or account to another party and that you will not, unless otherwise specifically agreed to in writing by ROADbotics, charge anyone for access to any portion of the App, or any information therein. You agree that you are responsible for anything that happens through your account until you cancel your subscription and close your account or prove that your account security was compromised due to no fault of your own.

 

You acknowledge that an internet connection is required to use the App, and any associated charges (e.g. mobile data expenses) incurred by Your use of the App are Your exclusive responsibility and made solely at Your expense. Transmitting and receiving updates and data collected by the App to and from ROADbotics requires an online connection between Your mobile device and the internet. The expenses of such connection are as prescribed by the agreement between You and Your communication service provider (such as Your cellular company), and according to its applicable terms of payment. You acknowledge that the amount of data collected by the App and transmitted from Your mobile device to ROADbotics may be significant and that You shall be solely responsible for any associated costs.

 

ALWAYS DRIVE WITH CAUTION AND IN ACCORDANCE WITH ALL LAWS. DO NOT MANUALLY UTILIZE OR ADJUST SETTINGS ON THIS APPLICATION WHILE DRIVING, IN VIOLATION OF ANY LAW, OR IN ANY MANNER THAT WOULD DISTRACT A DRIVER.

DATA PRIVACY AND SECURITY

ROADbotics shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your data. These safeguards include encryption of Your data in transmission (using SSL or similar technologies), except for external third party integrations that do not support encryption, which You may link to the App at Your choice.

 

You agree that ROADbotics can access Your account information in order to respond to Your service requests and/or as necessary, in ROADbotics’ sole discretion, to provide You with the App. ROADbotics will not disclose such data except if compelled by law, permitted by You, or pursuant to the terms of the ROADbotics Privacy Policy.

 

The Privacy Policy governs ROADbotics’ treatment of any information, including personally identifiable information, you submit to ROADbotics.

 

CANCELLATION AND TERMINATION

ROADbotics reserves the right to (i) modify or discontinue, temporarily or permanently, the App (or any part thereof) and (ii) refuse any/all current and future use of the App, suspend or terminate your account or any part thereof (or Your use of the App) if ROADbotics believes that You have violated these Terms of Use. ROADbotics will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of Your use of the App, and may be referred to law enforcement authorities. ROADbotics shall not be liable to You or any third party for any modification, suspension or discontinuation of the App. If Your account is cancelled, ROADbotics reserves the right to remove Your account information along with any account settings from ROADbotics’ servers with no liability or notice to You. Once Your account information and account settings are removed, You will not be able to recover this data and You will lose access to all of Your content.

 

DISCLAIMER OF WARRANTIES AND LIABILITY

THE APP AND ANY ROADBOTICS DATA OR CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND ROADBOTICS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

ROADBOTICS DOES NOT REPRESENT OR WARRANT THAT THE APP, CONTENT OR MATERIALS FROM OR RELATED TO THE APP ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE APP OR ROADBOTICS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE FROM OR THROUGH THE APP AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

 

YOU ACKNOWLEDGE THAT ROADBOTICS DOES NOT WARRANT THAT INFORMATION OR ADVICE OBTAINED BY YOU FROM ROADBOTICS OR THROUGH THE APP SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. ROADBOTICS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN THE FUNCTIONING OF THE APP, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN. FURTHERMORE, ROADBOTICS DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE APP DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE APP OR ITS USE, LOSS OF PERSONAL CONTENT ON THE APP, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. UNDER NO CIRCUMSTANCES WILL ROADBOTICS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, BUT NOT LIMITED TO PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE APP, OR ANY INTERACTIONS BETWEEN USERS OF THE APP, WHETHER ONLINE OR OFFLINE.

 

ROADBOTICS CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE APP.

 

YOU EXPRESSLY AGREE THAT YOUR USE OF THE APP IS AT YOUR SOLE RISK. YOU AGREE AND ACKNOWLEDGE THAT YOU ASSUME FULL, EXCLUSIVE AND SOLE RESPONSIBILITY FOR THE USE OF AND RELIANCE ON THE APP, AND YOU FURTHER AGREE AND ACKNOWLEDGE THAT YOUR USE OF OR RELIANCE ON THE APP IS MADE ENTIRELY AT YOUR OWN RISK. YOU FURTHER ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO DRIVE WITH CAUTION AND TO COMPLY WITH ALL APPLICABLE LAWS (INCLUDING TRAFFIC LAWS) WHILE USING THE APP.

 

LIMITATION OF LIABILITY

NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS OF USE, OR SUCH PARTY’S AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY IN CONNECTION WITH THESE TERMS OF USE OR THE APP, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

 

LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, ROADBOTICS’ (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS OF USE CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM THE APP SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU FOR THE APP DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS OF USE BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF ROADBOTICS WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS OF USE.

 

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, ROADBOTICS’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

 

ENTIRE AGREEMENT

These Terms of Use constitute the entire agreement between the parties with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth herein. Without limiting the foregoing, the parties have not relied on any oral statements that are not included in the Terms of Use.

SEVERABILITY

If any provision of these Terms of Use, or the application thereof under certain circumstances, is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Use, or the application of such provision under other circumstances, shall remain in full force and effect.

EXPORT CONTROL

Your use of the App, including ROADbotics’ software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any component or element of the App to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.

RELATIONSHIP; INDEPENDENT CONTRACTOR

Nothing herein contained shall be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.

SURVIVAL

Sections 3 (Intellectual Property Rights), 6 (Cancellation and Termination), 7 (Disclaimer of Warranties and Liability), 8 (Limitation of Liability), 9 (Entire Agreement), 10 (Severability), 11 (Export Control), 12 (Relationship; Independent Contractor), 14 (Governing Law), and 15 (No Waiver) will survive any termination of these Terms of Use.

GOVERNING LAW

The validity, interpretation and performance of these Terms of Use shall be governed by the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of laws provisions or principles thereof.

NO WAIVER

ROADbotics’ failure to enforce at any time any provision of these Terms of Use does not constitute a waiver of that provision or of any other provision of these Terms of Use.