Terms of Service

1Definitions

Capitalized terms used but not defined in these Terms have the meanings given to them in the EULA.

1.1 "Arterial Data"

Arterial Data means all data that Arterial collects, generates, or derives through operation of the Services, including imagery, video, sensor and location data, device telemetry, hazard detections, condition scores, map layers, asset inventories, annotations, classifications, metadata, models, and aggregated datasets and insights, including those spanning multiple customers. Arterial Data does not include Customer Data.

1.2 "Customer Data"

Customer Data means all data, files, and content that Customer or any Authorized User uploads, submits, or otherwise provides to Arterial in connection with the Services.

1.3 "Hardware"

Hardware means the ARTIE camera system and any other physical devices that Arterial deploys under an Agreement.

1.4 "Services"

Services means Arterial’s website, software, cloud platform, dashboard, APIs, algorithms, analytics, reporting, hosted data tools, and Hardware.

1.5 "Agreement"

Agreement means, collectively, any executed Order, the EULA, these Terms, and the Arterial Privacy Policy (the "Privacy Policy"). Any master services agreement, service contract, Order, or Statement of Work signed by both parties controls over any conflicting provision of these Terms, the EULA, and the Privacy Policy. Otherwise, the order of precedence set forth in Section 18 of the EULA controls.

1.6 "Outputs"

Outputs means the Arterial Data that Arterial delivers to Customer through the dashboard, the Data Stream, exports, or reports, including any Customer Data combined with it.

2Use of Services

2.1 Access Rights

During the term of the Agreement and subject to its terms, Arterial grants Customer a limited, non-exclusive, non-transferable right to access and use the Services. Customer shall keep account credentials confidential and shall promptly notify Arterial of any suspected unauthorized use.

2.2 Authorized Users

Customer may permit Authorized Users to access the Services in accordance with Section 3 of the EULA. Customer is responsible for each Authorized User’s compliance with the Agreement.

2.3 Restrictions

Customer shall not, and shall not permit any person to: (a) reverse engineer, copy, or modify the Services or Hardware, except as expressly permitted by the Agreement; (b) circumvent any access control or security measure; (c) use the Services or Arterial Data to build, train, or improve a competing product, dataset, model, or service; (d) use the Services for any unlawful purpose; or (e) engage in any use prohibited by Section 4.2 of the EULA.

3Ownership of Data

3.1 Arterial’s Ownership

As between the parties, Arterial retains all right, title, and interest in and to: (a) Arterial Data; (b) all software, analytics, algorithms, and models; (c) aggregated and de-identified datasets and insights; and (d) all intellectual property in and to the Services.

3.2 Customer’s Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer owns the copies of Outputs delivered to Customer, and owns Work Product to the extent provided in Section 5.2 of the EULA.

3.3 Combined Data

The incorporation of Customer Data into an Output does not transfer ownership of Customer Data to Arterial or of Arterial Data to Customer. Section 7 of the EULA governs the parties’ respective rights in data and controls over any conflicting provision of these Terms.

4Data Use Rights

4.1 Customer’s Use of Outputs and Customer Data

Customer may export Outputs and Customer Data, and may retain, use, reproduce, modify, publish, and distribute Outputs for any lawful purpose, including maintenance operations, planning, reporting, engineering, budgeting, and public transparency, subject to Sections 4.2 and 7.4 of the EULA. Customer may share Outputs and Customer Data with Authorized Contractors in accordance with Section 3.2 of the EULA.

4.2 Arterial’s Use of Data

Arterial may retain and use Arterial Data to operate, maintain, secure, and improve the Services; to develop, train, evaluate, and improve detection algorithms, analytics, and machine-learning models, including models used across customers; to generate reports and insights across jurisdictions; to create, license, sell, and otherwise commercialize aggregated or de-identified data products; and to support research, development, and quality assurance. Arterial shall use Customer Data solely to provide the Services to Customer, except to the extent Customer authorizes other use in an Order or other written instrument. Arterial’s use of data is subject to the commitments in Section 7.3 of the EULA.

4.3 Disclosure

Arterial shall not disclose Customer Data, or Outputs prepared specifically for Customer, to any third party except as Customer directs, as permitted by Section 8, or as required by law.

5Open Records Compliance

Arterial acknowledges that many Customers are public agencies subject to open-records laws. Arterial shall reasonably assist Customer in responding to lawful open-records requests. Arterial is not obligated to disclose proprietary systems, algorithms, internal analytics, or Arterial Data that is not specific to Customer. Before disclosing any record that contains Arterial’s Confidential Information in response to an open-records request, Customer shall, to the extent permitted by law, (a) give Arterial prompt written notice of the request, (b) redact Arterial’s Confidential Information, and (c) assert every applicable exemption from disclosure for that Confidential Information.

6Hardware Deployment

Hardware installed on Customer vehicles remains the property of Arterial unless an Order provides otherwise, and is leased to Customer in accordance with Section 6 of the EULA. Customer shall: (a) use Hardware only for the purposes set forth in the Agreement; (b) exercise reasonable care of Hardware; (c) promptly notify Arterial of any malfunction, damage, loss, theft, or removal; and (d) return Hardware upon termination or expiration of the Agreement in accordance with Section 6.7 of the EULA.

7Payment and Billing

Pricing, invoicing, renewal, and termination terms are set forth in the applicable Order. Arterial may suspend the Services for non-payment of undisputed amounts upon written notice.

8Confidentiality

Each party shall not disclose the other party’s Confidential Information, as described in Section 8 of the EULA, without the other party’s prior written consent, and shall protect it using at least reasonable care. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (c) is lawfully obtained from a third party without restriction. A party may disclose Confidential Information to the extent required by law, including open-records laws, provided that, where legally permitted, it gives the other party prompt notice and a reasonable opportunity to seek protective treatment.

9Security

Arterial maintains administrative, technical, and physical safeguards designed to protect data from unauthorized access, disclosure, alteration, or destruction, including the commitments set forth in Section 7.7 of the EULA and Section 12 of the Privacy Policy. Customer is responsible for securing its own credentials, accounts, and systems.

10Service Availability

Arterial does not guarantee uninterrupted availability of the Services. Scheduled maintenance, updates, and improvements may temporarily limit access. Any service-level commitment must be expressly set forth in an Order, as provided in Section 13.4 of the EULA.

11Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND ARTERIAL DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS FURTHER SET FORTH IN SECTION 13 OF THE EULA.

12Limitation of Liability

Each party’s liability arising out of or relating to the Agreement is limited as set forth in Section 14 of the EULA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND EACH PARTY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ARTERIAL UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, SUBJECT TO THE EXCLUSIONS IN SECTION 14.3 OF THE EULA.

13Indemnification

Each party’s indemnification obligations are set forth in Section 15 of the EULA.

14Termination

Either party may terminate the Agreement for the other party’s material breach upon thirty (30) days’ written notice if the breach remains uncured at the end of that period. Upon termination or expiration: (a) Customer retains all rights in Customer Data and in the copies of Outputs delivered to it; (b) Arterial retains all rights in Arterial Data; (c) Customer’s access to the dashboard and APIs ends, subject to Customer’s export rights under Section 7.6 of the EULA; and (d) Section 12.3 of the EULA applies.

15Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles, except where the Agreement expressly provides otherwise. Venue and dispute resolution are governed by Section 17 of the EULA. For public-agency Customers, governing law and venue may be modified in an Order to comply with applicable legal requirements.

16Changes to These Terms

Arterial may update these Terms from time to time. For existing Customers, material changes become effective upon the renewal of the applicable Order or at such other time as the parties agree in writing. Customer’s continued use of the Services after the effective date of updated Terms constitutes acceptance of the changes, subject to any non-waivable legal requirements applicable to public agencies.

17Contact

Questions about these Terms may be directed to legal@arterial.us or to Arterial Data Solutions Inc., 4450 Broadway, Unit 103, Boulder, CO 80304.