Customer Terms and Conditions

Customer Terms and Conditions

THESE CUSTOMER TERMS AND CONDITIONS (“T&Cs”) set forth the terms and conditions pursuant to which Cyvl provides the Customer with access to and the use of Cyvl’s proprietary Cyvl Data Collection Sensor (collectively with any related hardware, the “Sensor”) and the Platform (the Sensor and the Platform and any services provided by Cyvl to Customer in connection therewith, including but not limited to artificial intelligence services, collectively, the “Services”). Acceptance of the Order Form or Customer’s purchase of Services or use of or access to the Services shall constitute Customer’s unconditional acceptance of this Agreement (which includes the Order Form, these T&Cs, and the Cyvl AI Services Addendum (“AI Addendum”), and any additional Schedules or attachments thereto). By indicating acceptance of this Agreement or by otherwise using the Services, Customer is entering into a legally binding agreement with Cyvl. The individual user accepting these Terms and Conditions on behalf of an organization represents that such user has the right to bind such organization to this Agreement. Any Customer who does not agree to these Terms and Conditions must not use the Services.

1. Provision of the Services

1.1. During the Term (as defined below) and subject to the terms of this Agreement, Cyvl will use commercially reasonable efforts to provide Customer the Services and reasonable technical support services in accordance with Cyvl’s standard practices and related documentation for the Platform.

1.2. In order to access and use the Platform, Customer is responsible at its own expense for obtaining its own internet access and software required therefor. Customer is also responsible for any hardware required to use the Services, including the requisite Sensor(s), and the proper installation thereof, pursuant to the specifications (the “Service Specifications”) and instructions provided by Cyvl on the Platform or on the applicable Order.

1.3. Subject to the terms and conditions of this Agreement, Cyvl hereby grants to Customer a limited, non-exclusive, non-sublicenseable, non-transferable right to access and use the Services, solely for Customer’s internal business purposes, during the Term. All rights not expressly granted to Customer are reserved by Cyvl and its licensors. There are no implied rights.

1.4. Access to the Services shall be limited to the Authorized Users. The number of Admins and Guests who are permitted to access and use the Service during the Term is set forth in the Order Form. Cyvl will provide the individuals designated in writing by the Customer as (a) Admins with administrative access, and (b) Guests with viewing access, to Customer’s account so that Customer can provide the Authorized User with access credentials to the Service. You shall keep all access credentials confidential. Customer shall direct its Authorized Users to comply with the terms and conditions of the Agreement and shall be fully responsible for such compliance. Cyvl may immediately suspend or terminate any Authorized User’s access to the Service in the event Cyvl reasonably determines that such Authorized User has violated any terms of this Agreement. As used herein, “Authorized Users” shall mean, collectively, the Admins and Guests.

2. Provision and Use of Sensors

2.1. Cyvl shall deliver, to Customer’s address provided herein, the Sensor, and risk of loss of the Sensor will pass to Customer when the Sensor is made available to the carrier, except that title to Sensor will remain with Cyvl and its suppliers. Cyvl will select the carrier. Cyvl will use commercially reasonable efforts to ship the Sensor in accordance with the delivery schedule in the Order; however, neither Cyvl nor any of its affiliates shall be liable for damages, losses, liabilities, costs and/or expenses incurred as a result of untimely or partial deliveries.

2.2. During the Term (as defined below), Cyvl grants a lease to Customer, and Customer agrees to lease from Cyvl, the Sensor delivered to Customer pursuant to the Order Form, solely for Customer’s own use in connection with the Services. Customer will not make any modifications, additions or alterations to any Sensor. Customer will be responsible for any loss of or damage to the Sensor (including but not limited due to theft, fire, vandalism and damage during use), other than normal wear and tear, that is not directly attributable to any particular Sensor malfunctioning.

2.3. If the Sensor delivered to Customer pursuant to the Order Form malfunctions for any reason not attributable to Customer’s use thereof during the Term (such malfunctioning Sensor, a “Defective Sensor”), Cyvl shall, at its own cost and expense following receipt of written notice from Customer of such malfunction, arrange for a replacement Sensor to be shipped to Customer’s address as set forth in the Order Form in accordance with the terms of Section 2.1 above. Customer shall be responsible for returning any Defective Sensor to Cyvl and Cyvl shall reimburse Customer for all shipping costs reasonably incurred in connection with such return. The replacement of any Defective Sensor and reimbursement of shipping costs as described in this Section 2.3 shall be Customer’s sole and exclusive remedy related to any Defective Sensor.

2.4. Customer will return the Sensor to Cyvl within thirty (30) days of expiration or termination of the Term in the same condition and working order as when delivered to Customer, reasonable wear and tear excepted. The return of such Sensor to Cyvl shall constitute Customer’s full release of any leasehold rights or possessory interest in the returned Sensor. Customer assumes any and all risk of loss or damage to any leased Sensor until such Sensor is returned to and received by Cyvl in accordance with the terms and conditions of this Agreement, reasonable wear and tear excepted. To the extent any Sensor is lost or damaged by Customer prior to Customer’s return to Cyvl, Customer shall pay Cyvl the cost to repair and replace such Sensor or, if lost or damaged such that not practical to repair, the full purchase price of such Sensor as deemed by the Cyvl.

3. Fees and Payment

3.1. For Customers paying by credit card, Customer agrees to provide to Cyvl accurate, complete and current credit card information, and to notify Cyvl of any changes to Customer’s credit card information associated with, including changes in billing address and expiration dates. For Customers paying by invoice, Customer will pay Cyvl the then-applicable fees provided in the Order Form for the Services and Sensor, including any Implementation Fee or Sensor Fee (collectively, the “Fees”). Cyvl reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the then-current Term, if applicable, upon thirty (30) days prior notice to Customer (which may be sent by email). In addition to the Fees, Customer will be responsible for any sales tax, value-added tax, excise taxes, consumption taxes, tariffs, duties, and other governmental charges, however designated, except for taxes on Cyvl’s net income. In the event that the Customer claims a sales/use tax exemption, the Customer shall provide Cyvl with the certificate, information, or materials, as Cyvl deems reasonably necessary in order to comply with state, local, and federal tax law requirements.

3.2. Customer will pay invoices related to the Fees and other costs included in the Order Form, as well as those related to any reimbursement for repair and replacement costs described in Section 2.4 of these T&Cs, within thirty (30) days after Cyvl’s delivery of the applicable invoice. All payments under this Agreement will be payable in United States Dollars.

3.3. Customer will notify Cyvl in writing of any reasonable, good-faith dispute with any invoice within thirty (30) days from Customer’s receipt of such invoice or credit card charge. Any such dispute will be resolved in accordance with Section 12. All amounts not subject to a reasonable, good-faith dispute that are not paid when due will incur interest until paid in full at the lesser of one and one-half percent (1.5%) per month or the maximum legal rate allowed by applicable law.

3.4. In accordance with the terms hereof, the Services are licensed over the full length of the Term, and such Fees are not usage or consumption based. Nothing in this Agreement is intended to restrict the Customer’s classification of the Fees, whether a capital, operating, or other expenditure, with respect to its internal budgeting, accounting, or procurement policies.

3.5. Unless otherwise stated in the Order Form, all Fees (excluding any One-Time Implementation Sensor Fee or other non-recurring charges previously paid) shall automatically increase by five percent (5%) on each anniversary of the Start Date.

4. Representations and Warranties

4.1. Each Party represents and warrants that: (a) it has the full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) the execution, delivery and performance of this Agreement by it does not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) when executed and delivered by it, this Agreement will constitute the legal, valid and binding obligation of such Party; and (d) it is in compliance with all applicable laws and regulations relating to this Agreement (including applicable anti-bribery and anti-corruption laws, environmental, social and governance laws and regulations and applicable Export Control and Sanctions Laws (as defined below)).

4.2. If Cyvl provides to Customer any third-party accessories or free-issue materials alongside the Sensor (including, by way of example, any cables, connectors, or perception hardware or software) (collectively, “Accessories”), then all Accessories will be provided on an “As-Is” an “As-Available” basis without warranty of any kind, will be used by Customer at its own risk and liability, and will be able to be discontinued by Cyvl without prior notice to or consent of Customer.

4.3. THE EXPRESS LIMITED WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF, AND THE PARTIES AND THEIR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM, ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND THEIR ANALOGS UNDER THE APPLICABLE LAWS OF ANY JURISDICTION. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CYVL MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE RESULTS (AS DEFINED BELOW) OR THAT THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICES. THE PLATFORM IS HOSTED BY A THIRD PARTY HOSTING PROVIDER (THE “HOSTING CONTRACTOR”) AND CYVL USES THIRD PARTY SERVER SENSOR, DISK STORAGE, FIREWALL PROTECTION, SERVER OPERATING SYSTEMS, MANAGEMENT PROGRAMS, WEB SERVER PROGRAMS FOR DELIVERY OF THE PLATFORM AND RESULTS. CYVL MAY CHANGE ITS HOSTING CONTRACTOR AT ANY TIME. CUSTOMER’S USE OF THE SERVICES IS SUBJECT TO ANY RESTRICTIONS IMPOSED BY THE HOSTING CONTRACTOR AND CYVL SHALL NOT BE LIABLE FOR ANY PROBLEMS, FAILURES, DEFECTS OR ERRORS WITH THE SERVICES TO THE EXTENT CAUSED BY THE HOSTING CONTRACTOR.

5. Approved Uses

5.1. Customer will use the Services solely and exclusively in accordance with the terms and conditions of this Agreement and the applicable Service Specifications. Without limiting the foregoing, Customer will not, directly or indirectly: (a) use the Services in violation of any applicable law, including Export Control and Sanctions Laws; (b) use, sell, dispose of, or otherwise operate or transfer the Services or Results for any military operations; (c) sell, provide, rent, lease, or otherwise dispose of any Sensor on a standalone basis, or permit any third party to access or use the Platform, without Cyvl’s prior written approval; (d) reverse engineer, decompile, disassemble, or otherwise attempt to access the internal functionality and/or architecture of the Services; (e) use the Services for the benefit of or share the Results with any third party other than Customer’s clients that are local or state governments parties or other third parties approved in writing by Cyvl prior to such use or sharing (such government entities and other third parties approved by Cyvl, together, the “Approved Parties”), or to develop or market any product, software or service that is functionally similar to or derivative of the Services, or for any other purpose not expressly permitted herein, (f) use any unauthorized robot, spider, scraper or other automated means to access the Services, or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the Services; (g) upload or otherwise make available to Cyvl any material that Customer does not have the right to transmit due to any law or other obligations, or that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, limit the functionality of the Platform or any computer software or hardware or telecommunications equipment; (h) interfere with or disrupt the Services or servers or networks connected to the Services; or (i) permit or assist any third party to do any of the foregoing. Customer shall keep all passwords and access codes provided to it safe and secure, and shall be responsible for all use of the Services using passwords or access codes issued to Customer. Customer shall notify Cyvl immediately of any actual or suspected unauthorized use of its passwords for the Services. Without limiting any of its other rights or remedies, Cyvl reserves the right to immediately suspend access to the Services if Cyvl reasonably believes that Customer has materially violated the restrictions and obligations in this Agreement or other agreements with the Customer related to the Services (in which case, it shall provide Customer prompt written notice of such suspension).

5.2. Customer shall: (a) reasonably cooperate with Cyvl in all matters relating to the Services; (b) respond promptly to any Cyvl request to provide information, approvals, authorizations or decisions that are reasonably necessary for Cyvl to provide the Services in accordance with this Agreement; and (c) provide such Customer materials or information as Cyvl may reasonably request to provide the Services and ensure that such materials or information are complete and accurate in all material respects.

6. Confidentiality

6.1. “Confidential Information” means information that is disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder during the Term that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential, including without limitation information (tangible or intangible) regarding a Party’s technology, intellectual property, source code, software, hardware configurations, designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information. “Confidential Information” shall not include any information that (a) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the Receiving Party; (b) is rightfully in the Receiving Party’s possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. In addition, (i) the terms and conditions of this Agreement shall be deemed to be Confidential Information of both Parties; and (ii) the Services and Results shall be deemed Confidential Information of Cyvl, regardless of whether or not they are labeled or identified, or would reasonably be considered confidential. Notwithstanding the foregoing, Customer may use the Results with and make the Results available to Approved Parties in accordance with Section 5.1 above.

6.2. Each Party agrees that it will during the Term and for a period of three (3) years thereafter (a) not disclose the other Party’s Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); (b) use the other Party’s Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose the other Party’s Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 6; and (d) protect all Confidential Information of the other Party from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (i) a Party from disclosing Confidential Information of the other Party to the extent required by applicable law, rule or regulation (including a court order or other government order); provided that such Party provides the other Party prior written notice of such disclosure, to the extent practicable, and reasonably cooperates with efforts of the other Party to seek confidential treatment thereof, to the extent such cooperation is requested by the other Party; or (ii) a Party from disclosing the terms and conditions of this Agreement to its attorneys and financial advisors, or current or potential lenders, other sources of financing, investors or acquirers; provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this Section 6 (provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such Party, as applicable). Cyvl shall operate the Services in a manner that provides reasonable information security for the Results, using commercially reasonable data backup, security, and recovery protections.

6.3. Except as otherwise expressly provided in this Agreement, the Receiving Party will, as promptly as possible following receipt of a written request by the Disclosing Party, return to the Disclosing Party, or destroy or erase, the Disclosing Party’s Confidential Information in tangible form, upon the termination or expiration of this Agreement; provided that (a) Receiving Party may retain a copy of Disclosing Party’s Confidential Information solely for the purposes of tracking Receiving Party’s rights and obligations hereunder with respect thereto, (b) Receiving Party may retain a copies of Disclosing Party’s Confidential Information that are subject to automatic server backup, provided that Receiving Party has used commercially reasonable efforts to return or destroy such Confidential Information and provided Disclosing Party with written notice of such efforts taken, (c) Receiving Party may retain copies of Disclosing Party’s Confidential Information solely to the extent required by law or by applicable professional standards which require such Party to retain copies of its working papers, and (d) Receiving Party may retain Disclosing Party’s Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination.

6.4. Notwithstanding the above or anything to the contrary herein, to the extent that Customer at any time provides Cyvl with any feedback or suggestions regarding the Services, including potential improvements or changes thereto (collectively, “Feedback”), the Feedback shall not be considered Confidential Information of Customer, and Cyvl may use, disclose and exploit the Feedback in any manner it chooses.

7. Intellectual Property Rights

As between the Parties, Cyvl and its licensors will own and retain any and all worldwide patent rights, registered designs, copyrights, mask work rights, database rights, unregistered design rights, trademarks, trade secrets, rights in software, and other proprietary information rights, know-how and all other intellectual property or industrial property rights (whether statutory, common law or otherwise), including all improvements and derivatives of the foregoing, and all registrations, applications, renewals and extensions thereof and all rights to sue for infringement or misappropriation thereof, whether now existing or acquired in the future (collectively, “Intellectual Property Rights”) embodied in the: (a) Services; (b) Service Specifications; and (c) the Results. “Results” means all data and information which is generated from Customer’s use of the Services, and may include imagery, 3D maps of the built environment, 3D models, and analysis of pavement, building and natural conditions. The parties do not anticipate that Results will include personal information, including vehicle-related personal information. Cyvl grants to Customer a limited, non-exclusive, non-transferable, royalty-free right to use and display the Results during the Term of this Agreement solely in connection with receipt of the Services, provided that, following the expiration or termination of this Agreement, Customer (i) shall only be permitted to use and display the Results generated during the Term of this Agreement in connection with its commercial relationships with the Approved Parties and (ii) shall have no right to request that the Results generated during the Term of this Agreement be updated, reprocessed or enhanced. Cyvl may use the Results for its internal statistical and analytical purposes, and may disclose the Results to third parties, provided that any disclosure shall be in aggregated and anonymized form such that neither Customer nor any individual could be identified. No right or license is granted hereunder to Customer or Cyvl under any trademarks, service marks, trade names or logos. Customer shall not remove any Cyvl trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Services.

8. Marketing and Business Development

The Parties may mutually agree to engage in joint marketing efforts, such as case studies, webinars, and lead generation campaigns. Cyvl shall have the right to use Customer’s name and logo on client lists published on Cyvl’s website and in marketing materials.

9. Indemnification

9.1. Cyvl will defend, indemnify, and hold harmless Customer and its affiliates, and each of their officers, employees, successors and assigns (each a “Customer Indemnified Party”) from and against any and all damages, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively “Losses”) based upon a claim, suit, action or proceeding (each a “Claim”) brought against a Customer Indemnified Party by a third party that arises out of the actual or alleged infringement of a third party’s Intellectual Property Rights by the Services and Customer’s use thereof in accordance with the Service Specifications. Cyvl will not be required to indemnify, defend, and hold harmless the Customer Indemnified Parties for any Claims or Losses to the extent arising out of: (a) use of the Services in a manner inconsistent with this Agreement, the Service Specifications, and/or any other written instructions for the Services made available by Cyvl to Customer; (b) modifications of the Services by an individual or entity other than Cyvl; (c) any combination of the Services with any materials (including, but not limited to, any hardware or software) not supplied or approved by Cyvl; and (d) any failure by the Customer Indemnified Party to incorporate updates or upgrades to the Services that would have avoided the alleged infringement, provided the Cyvl offered such updates or upgrades without charge to the Customer Indemnified Party prior to the date of such third party claim or action ((a) through (d) collectively, any “Excluded Claims”).

9.2. If the sale or use of the Services is enjoined or, in Cyvl’s sole and absolute judgment, is likely to be enjoined, based upon a claim of infringement of a third party’s Intellectual Property Rights, Cyvl shall, at Cyvl’s election in its sole and absolute discretion and expense, procure for Customer the right to continue using the Services, replace the same with equivalent non-infringing products, or modify such Services so they become non-infringing.

9.3. Customer will defend, indemnify, and hold harmless Cyvl and its affiliates, and each of their officers, employees, successors and assigns (each a “Cyvl Indemnified Party”) from and against any and all Losses based upon a Claim brought against a Cyvl Indemnified Party by a third party that: (a) is an Excluded Claim and/or (b) that arises out of (i) breach by Customer of this Agreement or of applicable law (including Export Control and Sanctions Laws (as defined below)).

9.4. The indemnified Party will promptly notify the indemnifying Party of any Claim requiring indemnification; provided that if the indemnified Party fails to promptly notify the indemnifying Party, this will only affect the indemnifying Party’s obligations to the extent the indemnified Party’s failure materially prejudices the indemnifying Party’s ability to defend the Claim. The indemnifying Party will undertake the sole and complete defense of any such Claim, but the indemnified Party will have the right to participate in the defense of such Claim with counsel of its own choosing and at its own expense. The indemnifying Party will have the right to settle the Claim; provided however, it will not, without the prior written consent of the indemnified Party, agree to a settlement of any Claim which could lead to liability or create any obligation or admission of wrongdoing on the part of or on behalf of the indemnified Party (other than to cease using any infringing materials). The indemnified Party will reasonably cooperate with the indemnifying Party, at the indemnifying Party’s cost, in the defense and settlement of the Claim.

10. Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR: (A) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, LOSS OF PROFITS, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ON ANY THEORY OF LIABILITY; OR (B) CUMULATIVE LIABILITY UNDER THIS AGREEMENT IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO CYVL FOR SERVICES UNDER THE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS APPLY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. The limitations of liability set forth in this Section 10 will not apply to: (i) Customer’s payment obligations; (ii) a Party’s liability related to (a) its breach of its confidentiality obligations under Section 6, (b) its breach of Section 7, and/or (c) gross negligence or intentional misconduct; and (d) any liability where applicable law does not allow the limitation(s) thereof (including death or personal injury caused by a Customer’s negligence).

11. Term and Termination

11.1. Subject to earlier termination as provided below, this Agreement is for the Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the initial Term (collectively, the “Term”), unless either Party requests termination at least thirty (30) days prior to the end of the then-current Term; provided, however, if the initial Term is greater than a year, the Customer must provide a written termination request sixty (60) days prior to the end of the then-current Term.

11.2. A Party may terminate this Agreement with immediate effect by giving written notice to the other Party and without incurring any liability towards the other Party, if: (a) the other Party materially breaches this Agreement and the breach remains uncured for thirty (30) days following the receipt of notice of such breach; (b) the other Party becomes or is likely to become insolvent, is adjudicated bankrupt, voluntarily or involuntarily files a petition for bankruptcy or a (preliminary) suspension of payments, makes an assignment for the benefit of creditors or takes any other step with a view to general readjustment or rescheduling of its indebtedness, seeks any other similar relief under any bankruptcy law or related statutes or otherwise becomes financially incapable of performing its obligations in accordance with the terms of this Agreement, and such judgment, assignment or incapacity is not revoked within sixty (60) days; (c) the other Party is dissolved, liquidated, wound up, discontinued, or relocated abroad, or a decision is taken in this respect; or (d) termination is required to comply with applicable Export Control and Sanctions Laws.

11.3. Upon the expiration or termination of the Agreement for any reason: (a) Customer will pay to Cyvl any and all invoiced amounts outstanding, along with any additional amounts not covered by an outstanding invoice for Services that have been completed pursuant to the Order Form prior to the expiration or termination of this Agreement (b) each Party will return or destroy in accordance with Section 6.3 above any and all Confidential Information of the other Party relevant to this Agreement that it may have in its possession or control; (c) Customer shall return the Sensor(s) to Cyvl in accordance with Section 2.4; and (d) this Section 11.3 and the rights and obligations of the Parties under Sections 2.4, 3, 4, 5, 6, 7, 9 through 14, and the AI Addendum, and any rights and obligations under this Agreement which, by their terms, are intended to survive expiration or termination, will remain in effect. Additionally, for any expiration or termination of the Agreement other than for Customer’s termination of the Agreement for Cyvl’s material breach in accordance with Section 11.2, all outstanding binding commitments will be accelerated and become due and payable within thirty (30) days following the effective date of termination.

12. Governing Law; Dispute Resolution

12.1. This Agreement will be governed by and construed under the laws of the Commonwealth of Massachusetts, and the United States of America, without reference to conflict of laws principles.

12.2. All disputes arising under this Agreement shall be resolved as follows: the Parties’ respective senior executives (which will be any employee of Vice President level or above) will diligently work in good faith to resolve the dispute. In the event the senior executives are unable to resolve the dispute, any Party may begin proceedings in accordance to Section 12.3.

12.3. Any legal suit, action or proceeding arising out of or related to this Agreement shall be instituted in the state courts of The Commonwealth of Massachusetts or the federal courts of the United States, in each case located in the city of Boston and Suffolk County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

13. Export Control and Sanctions Laws and Government Approval

Customer agrees to comply fully with all laws and regulations of the United States and other countries and/or supra-national organizations such as the European Union, governing the import or export of products or technology to any individual or entity who is the subject of or target of any law or order related to (a) export controls, including the U.S. Export Administration Regulations and the International Traffic in Arms Regulations, or (b) economic sanctions, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State (“Export Control and Sanctions Laws”). Notwithstanding anything to the contrary contained herein, all obligations of Cyvl and Customer are subject to obtaining all necessary approvals required by the applicable agencies of the governments of the United States and foreign jurisdictions. The Parties will cooperate with each other and will provide reasonable assistance to the other to obtain any required approvals.

14. General Terms

14.1. The Section headings in this Agreement are for convenience only and will not affect the contents of which they reference. As used herein: (a) the terms “include” and “including” will be deemed to mean “include without limitation” or “including without limitation,” and (b) references to “dollars” or “$” will be to United States dollars.

14.2. The relationship of the Parties under this Agreement is that of independent contractors. Neither Party is authorized, nor may either Party represent to any third party that it is authorized, to make any commitment or otherwise act on behalf of the other Party.

14.3. Neither Party may assign or transfer any rights or delegate any duties under this Agreement without the other Party’s prior written consent; provided that, such consent is not required for any assignment by a Party to (a) its affiliates and/or (b) any successor to substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

14.4. If the performance of this Agreement, or any obligation hereunder, except the making of payments, is prevented, restricted or interfered with by reason of fire, flood, earthquake, explosion or other casualty or accident, strikes or labor disputes, inability to procure or obtain delivery of parts, supplies or power, war or other violence, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental agency, epidemic, pandemic, quarantine, or any other act or condition whatsoever beyond the reasonable control of a Party, the affected Party upon giving prompt notice to the other Party, shall be excused from performance to the extent of such prevention, restriction or interference: provided that, the affected Party shall take all reasonable steps to avoid or remove such cause of nonperformance and shall resume performance whenever such causes are removed. The performance period shall be extended by a period equal to the time lost because of any such delay; provided that, if such delay lasts more than thirty (30) calendar days, then either Party may terminate this Agreement at no cost.

14.5. Failure or delay by either Party in exercising any rights or remedies provided herein will not release the other Party from any of the obligations and will not be deemed a waiver of any rights, in each case under this Agreement. If any one or more of the provisions contained in this Agreement (or portion thereof) is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provision and this Agreement will be construed as if such provision had never been included.

14.6. No modification or amendment to the Agreement will be binding unless by an agreement in a writing signed by both Parties. This Agreement (including any exhibit, schedules, or addendums (including the AI Addendum)) and the Order Form constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous understandings, communications, statements, agreements, and arrangements with respect to the subject matter hereof, whether written or oral.

Cyvl Inc. AI Services Addendum

This AI Services Addendum (“AI Addendum”) is appended to and forms part of the Terms and Conditions between Cyvl Inc. (“Cyvl”) and the entity agreeing to the Agreement (“Customer”). This AI Addendum shall apply to Customer’s use of any Cyvl service or product that generates, transforms, or otherwise processes data using machine-learning, artificial-intelligence, or similar algorithmic techniques (collectively, the “AI Services”).

1. AI-Generated Results; Risk Allocation

1.1. Informational Purposes Only. Customer acknowledges that the AI Services employ probabilistic algorithms and statistical techniques that can produce incorrect, incomplete, biased, or otherwise unsuitable results (“AI Results”). The AI Results are provided for informational purposes only and are not intended to constitute legal, financial, medical, engineering, safety, or other professional advice. Customer must evaluate the accuracy and appropriateness of all AI Results and is solely responsible for any decisions or actions taken based on the AI Results.

1.2. No Warranties. The AI Services and all AI Results are provided “As-Is” and “As-Available” without warranty of any kind, and Cyvl expressly disclaims all warranties, express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or that the AI Services or AI Results will meet Customer’s requirements or be uninterrupted or error-free.

1.3. No Duty to Monitor or Correct. Cyvl has no obligation to monitor, verify, correct, update, or otherwise maintain any AI Results after it is generated, nor to notify Customer of any error or defect discovered thereafter.

1.4. Exclusion of Liability for AI Results. To the maximum extent permitted by applicable law, Cyvl shall have no liability of any kind (whether in contract, tort, negligence, strict liability, or otherwise) arising out of or related to (a) Customer’s reliance on or use of any AI Results, or (b) any decisions, forecasts, recommendations, or other outputs that incorporate, are based on, or are derived from AI Results, including any downstream economic loss, compliance penalty, or damage.

1.5. Aggregate Liability Cap. IN NO EVENT WILL CYVL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, DATA, GOODWILL, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CYVL’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AI SERVICES, THE AI RESULTS, OR THIS AI ADDENDUM SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO CYVL FOR THE AI SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

1.6. Limitation on Equitable Relief. Customer will not seek, and hereby waives any right to, injunctive or other equitable relief that would require modification of any Cyvl model, algorithm, or system or restrict Cyvl’s use or exploitation of the AI Services or AI Results.

1.7. Customer Indemnity. Customer will defend, indemnify, and hold harmless each Cyvl Indemnified Party from and against any and all Losses based upon a Claim brought against a Cyvl Indemnified Party by a third party arising out of or relating to Customer’s use of or reliance on AI Services or AI Results.

2. Customer Data Licence; Non-Confidentiality

2.1. Customer Data. The term “Customer Data” shall mean any data, content, or materials that Customer or its users upload, submit, or otherwise make available to the AI Services, including prompts, context, files, and feedback.

2.2. License Grant. Customer hereby grants Cyvl and its affiliates an irrevocable, perpetual, worldwide, transferable, sublicensable, royalty-free, fully paid-up license to access, use, host, store, reproduce, transmit, display, perform, modify, create derivative works from, distribute, and otherwise exploit the Customer Data for the following purposes: (a) providing, operating, maintaining, supporting, testing, and improving the AI Services and any other Cyvl products and services; (b) training, fine-tuning, evaluating, and debugging Cyvl’s and its affiliates’ machine-learning and artificial-intelligence models and other technologies; and (c) developing and commercializing derivative works, including without limitation new or improved models, analytics, or other offerings.

2.3. Exclusion from Confidential Information. Notwithstanding anything to the contrary in the Agreement, Customer Data is expressly excluded from the definition of “Confidential Information” and any similar nondisclosure or confidentiality obligations. Cyvl will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and integrity of Customer Data, but Cyvl will have no duty to treat Customer Data as confidential.

2.4. No Compensation or Ownership. Customer acknowledges and agrees that (a) Cyvl will own all right, title, and interest in and to any models, derivatives, or other works created, generated, or improved using Customer Data, (b) Customer will not receive any royalties, revenue share, or other compensation in connection with Cyvl’s use of Customer Data, and (c) Customer hereby irrevocably waives and agrees never to assert any claim of ownership, authorship, or moral rights in or to any such Cyvl property.

2.5. Customer Representations and Warranties. Customer represents and warrants that it has obtained, and will maintain, all rights, consents, and permissions necessary to grant the license in Section 2.2 and that Cyvl’s exercise of such license will not infringe, misappropriate, or violate any third-party intellectual property or privacy rights or any applicable law or regulation.

3. General

3.1. Precedence. All terms and conditions herein shall apply in addition to all terms and conditions provided in the Agreement In the event of a conflict between this AI Addendum and the remainder of the Agreement, this AI Addendum will control solely with respect to the AI Services, Customer Data, and AI Results.

3.2. Capitalized Terms. Capitalized terms used but not defined in this AI Addendum have the meaning given in the Agreement.

3.3. Modifications. Cyvl may modify this AI Addendum in accordance with Section 14.6 of the Agreement.

Cyvl Inc. Cooperative Procurement Vehicle Addendum

This Cooperative Procurement Vehicle Addendum (this “Addendum”) is appended to and forms part of the Customer Terms and Conditions between Cyvl Inc. (“Cyvl”) and the entity agreeing to the Agreement (“Customer”). This Addendum applies to, and only to, engagements in which Cyvl’s Services are procured through a cooperative purchasing vehicle administered by Carahsoft Technology Corporation or another aggregator-of-record, including without limitation NASPO ValuePoint Master Agreement LS4983 (Cloud and Software Solutions), the OMNIA Partners / Region 4 ESC Master Agreement (Contract # R240303), and any successor or substitute vehicle (each, a “Contract Vehicle”). Capitalized terms used but not defined in this Addendum have the meaning given in the Agreement or, where the context requires, in the master agreement and flow-down provisions associated with the applicable Contract Vehicle (the “Flow Downs”).

Application; Order of Precedence

1. Application. This Addendum applies whenever Customer’s purchase order, statement of work, or order document references a Contract Vehicle. Where the applicable Flow Downs (including the form of “Public Sector Contract Vehicle Flow Downs” used by Carahsoft as the contract holder) expressly permit the Order, Service Level Agreement (SLA), End User License Agreement (EULA), or Statement of Work to specify alternative or supplemental terms — including, without limitation, the introductory clause of the Work Product provision permitting the Order, SLA, or Statement of Work to “otherwise specify” — this Addendum, together with the Customer Terms and Conditions and AI Services Addendum, constitutes such specification and operates as the applicable EULA / SLA / End User Agreement.

2. Order of Precedence. This Addendum is intended to operate within, and not in conflict with, the applicable Contract Vehicle and Flow Downs. To the extent of any direct conflict between this Addendum and a mandatory provision of the Flow Downs that does not contemplate alternative specification, the Flow Downs control. With respect to all other matters — including, without limitation, the scope and definition of Pre-Existing Materials, the scope and definition of data originating with Customer, and the allocation of rights in derivative works of Pre-Existing Materials — the terms of this Addendum, the Customer Terms and Conditions, and the AI Services Addendum control. For the avoidance of doubt, any characterizations or definitions set forth in Sections 3 and 4 of this Addendum are intended to clarify the meaning and scope of corresponding terms used in the Flow Downs, and do not constitute a conflict with, modification of, or override of the relevant Flow Down provision.

Intellectual Property and Data

3. Pre-Existing Materials. For all purposes under this Agreement and the Flow Downs (including without limitation the “Pre-Existing Materials” carve-out in the Work Product provision of the Flow Downs), Cyvl’s Pre-Existing Materials include, without limitation: (a) the Cyvl data collection sensor and all related hardware, software, firmware, accessories, and physical components; (b) the Cyvl software platform, including all source code, object code, application logic, user interfaces, APIs, hosted infrastructure, and database schemas; (c) Cyvl’s machine learning and artificial intelligence models, model weights, training datasets, algorithms, processing pipelines, and analytical methods; (d) Cyvl’s pavement condition assessment methodologies, scoring rubrics, and asset classification taxonomies; and (e) all updates, enhancements, modifications, improvements, and derivative works of any of the foregoing, whether developed before, during, or after the term of any Order or this Agreement, all of which constitute and remain Cyvl’s Pre-Existing Materials and not Work Product. Cyvl’s ownership of and rights in Pre-Existing Materials are unaffected by performance under any Order issued pursuant to a Contract Vehicle.

4. Sensor-Captured Data; Scope of Customer Data. Data captured by Cyvl’s sensors during performance of any Order — including LiDAR point clouds, georeferenced imagery, video, and GPS telemetry (collectively, “Sensor-Captured Data”) — is generated by, and is an output of, Cyvl’s Pre-Existing Materials, and constitutes Cyvl’s data. Sensor-Captured Data is not derived from any data provided by, created by Customer, nor originating with Customer, and accordingly is not “Customer Data,” “Purchasing Entity Data,” or comparable customer-originated data within the meaning of the Flow Downs. For purposes of any Flow Down provision allocating ownership of customer-originated data, customer-originated data is limited to information that Customer uploads to, configures within, or otherwise affirmatively transmits to the Cyvl Platform, including user account information, asset registries, prior inspection records, and other materials originated by Customer. Pavement condition scores, asset condition ratings, condition maps, three-dimensional models, and other deliverable Results produced through Cyvl’s processing of Sensor-Captured Data (the “Results”) are likewise outputs of Cyvl’s Pre-Existing Materials and are delivered to Customer with the rights expressly specified in the Flow Downs (including, where applicable, Government Purpose Rights), which by their terms do not include rights to use, reproduce, or disclose such Results for any commercial purpose; Cyvl retains all other right, title, and interest in and to the Results.

5. Model Training, Improvements, and Aggregated Outputs. Consistent with the Pre-Existing Materials, Jointly Developed Work Product, and Proprietary Products provisions of the Flow Downs, Cyvl may use Sensor-Captured Data, Results, Customer Data (as defined in the AI Services Addendum), and any ideas, concepts, know-how, techniques, configurations, methods, or insights derived from performance of any Order to train, evaluate, fine-tune, debug, and improve Cyvl’s machine learning and artificial intelligence models and other Pre-Existing Materials. Any updates, modifications, or derivative works of Cyvl’s Pre-Existing Materials — including updated model weights, algorithms, or processing methods — constitute and remain Cyvl’s Pre-Existing Materials and not Work Product. Cyvl may also use anonymized and aggregated outputs derived from such data for benchmarking, product development, marketing, and other commercial purposes, provided no information identifiable to Customer is included in such outputs without Customer’s consent. Nothing in any Order or Contract Vehicle precludes Cyvl from developing, marketing, or commercializing materials, products, or services that are competitive with, or similar to, any item delivered to Customer.

6. Trade Secret Protection of Pre-Existing Materials. Pre-Existing Materials, including model weights, training datasets, algorithms, source code, processing methods, and methodologies, constitute Cyvl’s trade secrets and proprietary information. Where the applicable Flow Downs contemplate redaction of vendor information from disclosure under open records, public records, or freedom of information laws, Cyvl may redact such Pre-Existing Materials and other non-public proprietary information from any such disclosure to the extent permitted by such laws. Customer will provide Cyvl with reasonable advance notice of any request for disclosure that may include Pre-Existing Materials so that Cyvl may exercise its redaction rights and seek confidential treatment.

General

7. No Modification of Mandatory Flow Downs. Nothing in this Addendum is intended to, or shall be construed to, modify, waive, or override any provision of the applicable Flow Downs that is mandatory and not subject to alternative specification by the Order, SLA, EULA, or Statement of Work, including without limitation provisions concerning data privacy, data location, data security, security incident notification, accessibility, audit, records retention, or compliance with applicable governing law of the Customer.

8. Capitalized Terms; Construction. Capitalized terms used but not defined in this Addendum have the meaning given in the Agreement, the AI Services Addendum, or the applicable Flow Downs, as the context requires. References in this Addendum to numbered sections of the Flow Downs are intended to refer to the substantive provisions described, and shall be applied to the corresponding provisions of the applicable Flow Downs as actually numbered or titled therein.

9. Survival. The provisions of this Addendum survive expiration or termination of the Agreement to the same extent as the corresponding provisions of the Customer Terms and Conditions and the AI Services Addendum.