ACI Street Dynamics Customer Agreement

1) Purpose.
This Customer Agreement (“Agreement”) governs the ongoing business relationship between Applied Concepts, Inc. (“we,” “us,” “our,” etc.) and the undersigned purchaser (“you,” “your,” etc.) with respect the purchase and use of Street Dynamics services (collectively, “Street Dynamics”).

2) Term.
The term of this Agreement (“Term”) commences upon the acceptance by us of a purchase order signed by you (“Purchase Order”) and remains in effect until the earlier to occur of

(a) expiration of the subscription term stated in the Purchase Order (as the same may be extended by mutual agreement), or

(b) earlier termination in accordance with this Agreement.

3) Data Security.
We and you will use commercially reasonable efforts to secure all content your devices upload to Street Dynamics (“Your Content”). You are responsible for maintaining the security of your computers, network, end usernames and passwords, and access to Your Content by your end users.

4) Our Support.
Updates to Software will be provided electronically during the Term.

5) You Own Your Content.
You control and own all right, title, and interest in and to Your Content. You authorize us to utilize your anonymized content in any matter for any purpose desired by us for product improvement, benchmarking, or for any other purpose at our discretion.

6) Data Privacy.
We will not disclose Your Content to any third party unless compelled to do so by applicable law, regulation, or order. If reasonably feasible, we will provide you with notice prior to disclosing Your Content for a legal reason.

7) Data Storage.
We will determine the data storage locations of the data centers in which Your Content will be stored and accessible by your end users. For United States customers, we will ensure that all of Your Content stored in the Street Dynamics Azure Cloud remains within the United States including any backup data, replication sites, and disaster recovery sites. You consent to the transfer of Your Content to third parties for the purpose of storage of Your Content. Third parties responsible for storage of Your Content are contracted by us for data storage services. Ownership of Your Content remains with you.

8) Fees and Payment.
You will pay all subscription fees specified in the Purchase Order and applicable taxes and duties for Street Dynamics without setoff, deduction, or withholding net 30 (unless otherwise specified in the Purchase Order).

9) Cellular Service.
We shall not be responsible for the quality of, or lack of cellular service provided by any Underlying Carrier. It is your responsibility to ensure devices enrolled in Street Dynamics are placed in locations with adequate cellular coverage.

10) License.
We grant you a limited, revocable, non-exclusive, non-sub licensable, non-transferrable license to access and use Street Dynamics solely in accordance with this Agreement during the Term. This license expires automatically upon expiration or termination of this Agreement.

11) License Restrictions.
Except as expressly permitted by this Agreement, you may not, and you may not permit others, to

(a) use Street Dynamics in any manner or for any purpose other than as expressly permitted by this Agreement;

(b) permit any third party to access Street Dynamics;

(c) modify, alter, tamper with, repair, copy, reverse engineer, disassemble, decompile, or otherwise create derivative works of Street Dynamics.

12) Proprietary Information.
We have and claim various proprietary rights in Street Dynamics. You will not directly or indirectly cause any proprietary rights to be violated or any proprietary information to be disclosed to any third party without our prior written consent.

13) Design Changes.
We may make changes in design of Street Dynamics without incurring any obligation to notify you.

14) Termination.
This Agreement may be terminated by us for any reason upon 30 days advance written notice or immediately upon written notice if you are in default of your payment obligations. Either party may terminate this Agreement immediately upon written notice for any material default or breach of this Agreement that remains uncured 60 days after written notice of such default or breach. Upon any termination of this Agreement:

(a) all your rights under this Agreement immediately terminate;

(b) you remain responsible for all fees and charges you have incurred through the date of termination;

(c) Sections 3), 6), 7) 12), 15), and 17) – 20) survive the termination of this Agreement.

15) Return of Your Content.
We will not delete any of Your Content until 90-days after termination of this Agreement, during which period you may retrieve Your Content at no charge if, and only if, you have paid all amounts due. After the 90-day period, you will no longer have access to your stored data. We reserve the right to keep all your data and to use your anonymized content in any matter for any purpose desired by us for product improvement, benchmarking, or for any other purpose at our discretion.

16) Warranty.
We warrant Street Dynamics to be free of defects and

(a) that Street Dynamics will perform materially in accordance with the user guides, quick reference guides, and other technical and operations manuals and specifications for Street Dynamics provided by us,

(b) Services will be performed in a timely and professional manner by qualified persons with the technical skills, training, and experience to perform the Services, and

(c) Street Dynamics will not infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party.

All software components are warranted for a period of 12 months from the activation date. During this time, all software will be supported and upgraded to the latest revision. The foregoing warranty is exclusive, in lieu of all other warranties, of quality, fitness, or merchantability, whether written, oral, or implied. We will not be liable for any direct, indirect, consequential, or incidental damages arising out of the use or inability to use Street Dynamics even if you have advised us of the possibility of such damages. We specifically disclaim any liability for injury caused by Street Dynamics in all such circumstances.

17) Our Indemnification.
We will defend, indemnify, and hold harmless you and each of your respective employees, officers, directors, and representatives harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any

(a) acts or omissions of us or our subcontractors or anyone directly or indirectly employed by any of them or anyone for whose acts arising out of or related to this Agreement any of them may be liable, save and except for damage or injury caused in whole or in part by the negligence of you or your agents, officers, or employees; and

(b) third-party claim alleging that the use of Street Dynamics infringes or misappropriates the intellectual property rights of a third party.

18) Your Indemnification.
You will defend, indemnify, and hold harmless us and each of our employees, officers, directors, and representatives, our affiliates and licensors, and each of our and their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning:

(a) your or any of your end users’ use of Street Dynamics;

(b) breach of this Agreement or violation of applicable law by you or any of your end users;

(c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use of Your Content;

(d) a dispute between you and any of your end users; or

(e) a dispute between you and any third-party over your collection or use of Your Content.

19) Limitations of Liability.

20) Miscellaneous

a) Force Majeure.
We and our partners will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts, or orders of government, acts of terrorism, or war.

b) No Third-Party Beneficiaries.
This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

c) Import and Export Compliance.
In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the U.S. Office of Foreign Assets Control. You are solely responsible for compliance related to the way you choose to use Street Dynamics and the Street Dynamics Azure Cloud Services, including your transfer and processing of Your Content, the provision of Your Content to end users, and the region in which any of the foregoing occur.

d) Assignment.
You may not assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement without our prior written approval. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and permitted assigns.

e) Jurisdiction.
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas without regard to its conflicts of laws provisions. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Such Arbitration shall take place only in Collin or Dallas Counties, State of Texas. There is no recourse beyond the Binding Arbitration mentioned herein and that no civil litigation or action will be brought by either party as a direct result of this Agreement and or any clause in this Agreement. The non-prevailing party (as exclusively determined by the arbitrator) shall pay all the prevailing party’s arbitration fees, attorneys’ fees, costs (including costs of investigation), expert witness fees, and all other related expenses of every kind and nature whatsoever. Notwithstanding the foregoing, we may seek any equitable or injunctive relief in a court having proper jurisdiction to protect our rights under this Agreement or to protect any of our proprietary interest or goodwill.

f) Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law or any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provisions held to be unenforceable.