Arterial End User License Agreement

1.1 "Agreement"

Agreement means, collectively, (a) any executed master services agreement, subscription agreement, purchase order, statement of work, or similar commercial instrument between Arterial and Customer (each, an "Order"), (b) this EULA, (c) the TOS, and (d) the Privacy Policy.

1.2 "Authorized Contractor"

Authorized Contractor means a third-party consultant, contractor, vendor, or subprocessor engaged by Customer to perform services for or on behalf of Customer that requires access to the Services or Customer Data, and that is bound in writing to confidentiality and use restrictions at least as protective as those in this EULA.

1.3 "Authorized User"

Authorized User means an individual employee, official, elected representative, or Authorized Contractor of Customer who is identified by Customer as a permitted user of the Services and who has accepted this EULA upon first sign-in.

1.4 "Beta Features"

Beta Features means any feature, model, dataset, integration, or service that Arterial makes available to Customer and identifies as "beta," "preview," "early access," "experimental," "alpha," or by similar designation, whether in the Documentation, in the dashboard interface, by email, or otherwise.

1.5 "Dashboard"

Dashboard means the Arterial web application made available at app.arterial.us (and any successor URL), including all features, modules, map layers, analytics views, exports, and administrative tools accessible through that application.

1.6 "Data Stream"

Data Stream means any application programming interface, webhook, batch export, streaming feed, or other programmatic interface through which Arterial makes Customer Data, Arterial Data, or other outputs of the Services available to Customer.

1.7 "Documentation"

Documentation means the user guides, API reference materials, knowledge-base articles, security documentation, and other technical materials that Arterial generally makes available to its customers, in each case as updated from time to time, including materials published at docs.arterial.us.

1.8 "Firmware"

Firmware means the Arterial-developed application software, integration components, configuration, and policy profiles installed by Arterial on the ARTIE camera system or other Hardware, together with all updates, patches, and replacements thereto. The Firmware does not include the underlying Android operating system, Google Mobile Services, the Android Management API client and supporting components, device-manufacturer firmware, carrier-provisioned software, or any other third-party software present on the Hardware, each of which is licensed by its respective provider under its own terms.

1.9 "Professional Services"

Professional Services means consulting, integration, implementation, configuration, training, data-migration, custom-development, or similar services performed by Arterial for Customer under a Statement of Work, including without limitation custom integrations into Customer's asset-management, work-order, GIS, fleet, or enterprise systems.

1.10 "Statement of Work" or "SOW"

Statement of Work or SOW means a written ordering document signed by both parties that describes the scope, deliverables, fees, schedule, and acceptance criteria for a Professional Services engagement.

1.11 "Work Product"

Work Product means any deliverable, integration, script, configuration, data mapping, report, document, or other materials that Arterial creates specifically for Customer under an SOW and identifies as a deliverable to Customer.

1.12 "Customer-Provided Hardware"

Customer-Provided Hardware means hardware procured, owned, or controlled by Customer (or by an Authorized Contractor on Customer's behalf), rather than ARTIE Hardware leased from Arterial, on which Customer is authorized by an Order to install and operate the Arterial application under the Software-Only License set forth in Section 6.8.

2.1 Dashboard License

Subject to the terms of the Agreement, Customer's payment of all applicable fees, and Customer's continued compliance with this EULA, Arterial grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to Authorized Contractors as expressly permitted) right during the Term to permit Authorized Users to access and use the Dashboard solely for Customer's internal business operations and, where Customer is a public agency, for the performance of its governmental functions.

2.2 Data Stream License

Subject to the terms of the Agreement, Arterial grants Customer a limited, non-exclusive, non-transferable right during the Term to access the Data Stream and to receive, store, and use Customer Data delivered through the Data Stream for the same internal and governmental purposes described in Section 2.1. Customer may permit Authorized Contractors to access the Data Stream on Customer's behalf, provided each such Authorized Contractor is bound to use restrictions at least as protective as those in this EULA, and Customer remains responsible for the Authorized Contractor's acts and omissions.

2.3 Firmware License

Subject to the terms of the Agreement, Arterial grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to use the Firmware solely as embedded in and operating on the Hardware delivered to Customer. The Firmware is licensed, not sold. Customer obtains no rights in the Firmware separate from the Hardware on which it is installed. Customer may not copy, separate, extract, distribute, sublicense, or run the Firmware on any device other than the Hardware unit on which Arterial installed it.

2.4 Documentation License

Arterial grants Customer a limited, non-exclusive right during the Term to access, reproduce internally, and use the Documentation solely to support Customer's permitted use of the Services. Customer may not publish, distribute, or commercially exploit the Documentation.

2.5 Reservation of Rights

Except for the limited rights expressly granted in this Section 2, Arterial and its licensors reserve all rights, title, and interest in and to the Services, the Dashboard, the Data Stream, the Firmware, the Documentation, the Arterial Data, and all underlying software, models, algorithms, training data, weights, and related intellectual property. No rights are granted to Customer by implication, estoppel, or otherwise.

3.1 Named-User Model

Access to the Dashboard is licensed on a named-user basis. Each Authorized User must have a unique login credential issued to a specific individual. Customer shall not permit any login credential to be shared between or used by multiple individuals, and shall not permit any single individual to use multiple credentials to circumvent seat counts or audit logging. When an Authorized User no longer requires access (including following separation, role change, or contract termination), Customer shall promptly deactivate that user's credential through the Dashboard administrative controls or by request to Arterial.

3.2 Authorized Contractors

Customer may designate Authorized Contractors as Authorized Users for the limited purpose of performing services for or on behalf of Customer. Before granting access to an Authorized Contractor, Customer shall: (a) bind that contractor to written terms imposing confidentiality and use restrictions at least as protective as those in this EULA; (b) restrict the contractor's access to the scope reasonably required for its work; and (c) terminate the contractor's access promptly upon completion of the engagement. Customer is jointly and severally liable for any act or omission of an Authorized Contractor that would constitute a breach of this EULA if committed by Customer.

3.3 Account Security

Customer is responsible for: (a) maintaining the confidentiality of all credentials, API keys, and access tokens issued to it or its Authorized Users; (b) implementing reasonable controls (including multi-factor authentication where Arterial makes it available) to prevent unauthorized access; (c) all activity occurring under its accounts; and (d) promptly notifying Arterial at support@arterial.us of any suspected or actual compromise of credentials or unauthorized use of the Services. Customer shall not disclose API keys in source-code repositories, mobile applications, public communications, or any other location accessible to unauthorized parties.

3.4 Verification

Arterial may, at its discretion and through automated or manual means, periodically verify that Customer's use of the Services complies with this Section 3, including the named-user requirement. Customer shall reasonably cooperate with such verification, and Arterial shall conduct any verification in a manner that does not unreasonably disrupt Customer's operations.

4.1 General

Customer shall use the Services only for lawful purposes, in accordance with this EULA, the TOS, the Privacy Policy, the Documentation, and all applicable laws, rules, and regulations, including without limitation laws governing privacy, data protection, public records, motor-vehicle record protection (including the federal Driver's Privacy Protection Act), and intellectual property.

4.2 Prohibited Uses

Customer shall not, and shall not permit any Authorized User or Authorized Contractor to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, algorithms, or training data of any component of the Services, except to the extent expressly permitted by applicable law notwithstanding this prohibition;
• modify, translate, adapt, or create derivative works of the Services, Firmware, or Documentation, except as expressly authorized in writing by Arterial;
• copy, frame, mirror, sublicense, lease, lend, rent, resell, time-share, or otherwise commercially exploit the Services or make them available to any third party, except as expressly permitted in Section 3.2;
• use the Services or any Arterial Data, in whole or in part, to build, train, evaluate, or improve a product, dataset, model, or service that competes with the Services or any of Arterial's commercial offerings;
• scrape, harvest, or systematically extract data from the Dashboard or Data Stream other than through documented interfaces and within published rate limits and quotas;
• perform facial recognition, biometric identification, persistent tracking of identifiable individuals, or any analysis intended to identify, profile, or surveil specific individuals using imagery delivered through the Services;
• use the Services or any output of the Services as a factor in any decision concerning credit, insurance, employment, housing, or any other consumer-reporting purpose, or in any manner that would cause Arterial to be deemed a consumer reporting agency under the Fair Credit Reporting Act or analogous state laws;
• remove, alter, or obscure any proprietary, copyright, trademark, or other notice contained in the Services, Firmware, or Documentation;
• circumvent, disable, or interfere with any authentication, access control, rate-limit, watermark, encryption, audit-logging, or security feature of the Services;
• introduce malicious code, conduct denial-of-service activity, or otherwise interfere with the operation or integrity of the Services or the systems of any other customer;
• use the Services to transmit or process unlawful, infringing, defamatory, or harassing content; or
• use the Services in violation of U.S. export-control or economic-sanctions laws, including by making the Services available to persons or in jurisdictions subject to U.S. embargo.

4.3 Rate Limits and Fair Use

Arterial may publish reasonable rate limits, quotas, or fair-use policies for the Dashboard and Data Stream in the Documentation. Customer shall comply with such limits. Arterial may throttle, suspend, or rate-limit access that materially exceeds documented limits or that, in Arterial's reasonable judgment, threatens the stability, security, or integrity of the Services or other customers.

4.4 Suspension

Arterial may suspend access to the Services (in whole or in part) immediately, with notice where reasonably practicable, if Arterial reasonably believes Customer's use: (a) violates Section 4; (b) creates a security, legal, or operational risk to Arterial, its customers, or third parties; or (c) results from non-payment of undisputed fees beyond the cure period in the applicable Order. Arterial will restore access promptly once the underlying cause has been resolved.

5.1 Engagement

From time to time, Customer may engage Arterial to perform Professional Services pursuant to a mutually executed Statement of Work. Each SOW will identify, at a minimum, the scope of services, deliverables, fees, schedule, dependencies, and acceptance criteria. Each SOW is incorporated into and governed by this EULA and the Agreement.

5.2 Deliverables and Customer Ownership

Upon Customer's payment in full of all amounts due for the applicable SOW, Arterial assigns to Customer all right, title, and interest in and to the Work Product specifically commissioned by Customer under that SOW, excluding any Arterial Pre-Existing Materials (defined in Section 5.3) incorporated therein. Where assignment is not permitted by law or by Arterial's contractual obligations to its own licensors, Arterial grants Customer a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, copy, modify, and create derivative works of the Work Product solely for Customer's internal business and governmental purposes.

5.3 Arterial Pre-Existing Materials and Tools

Notwithstanding Section 5.2, Arterial retains all right, title, and interest in and to (collectively, the "Arterial Pre-Existing Materials"): (a) all software, models, algorithms, data, libraries, frameworks, scripts, templates, configurations, methodologies, know-how, and other materials owned or developed by Arterial prior to the SOW or independently of the SOW; (b) all improvements, generalizations, optimizations, and reusable components developed in the course of the Professional Services that are not uniquely specific to Customer; and (c) all tools and infrastructure used by Arterial to deliver the Professional Services. To the extent any Arterial Pre-Existing Materials are incorporated into a Work Product, Arterial grants Customer a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, non-transferable license to use those Arterial Pre-Existing Materials solely as integrated within the Work Product and solely for Customer's internal business and governmental purposes.

5.4 Reuse

Nothing in this Section 5 limits Arterial's right to develop, market, license, sell, or otherwise commercialize products or services that are similar to, competitive with, or that incorporate ideas, concepts, know-how, or general skills retained in the unaided memories of Arterial personnel, or that are derived from Arterial Pre-Existing Materials. Arterial shall not, however, reuse Customer's Confidential Information or any portion of a Work Product that is uniquely specific to Customer (such as Customer-specific data mappings, agency-specific identifiers, or branded materials) for the benefit of any other customer.

5.5 Acceptance

Unless the applicable SOW specifies different acceptance criteria, Work Product shall be deemed accepted upon the earlier of: (a) Customer's written acceptance; (b) Customer's productive use of the Work Product; or (c) fifteen (15) business days after Arterial's delivery, if Customer has not provided a written notice of material non-conformance within that period. If Customer timely notifies Arterial of a material non-conformance, Arterial will use commercially reasonable efforts to correct the non-conformance and resubmit the Work Product for acceptance.

5.6 Change Control

Any change to the scope, deliverables, schedule, or fees of an SOW requires a written change order signed by both parties. Arterial is not obligated to perform work outside the scope of an executed SOW or change order.

5.7 Customer Responsibilities

Customer shall provide Arterial with timely access to the personnel, systems, data, credentials, facilities, and decisions reasonably required for Arterial to perform the Professional Services. Delays or failures attributable to Customer may extend Arterial's performance obligations and may, at Arterial's discretion, result in additional fees.

6.1 Operating Lease; No Sale of Goods

ARTIE Hardware is not sold to Customer. Arterial leases ARTIE Hardware to Customer as an operating lease under, and governed by, Article 2A of the Uniform Commercial Code as enacted in the State of Colorado. Title to, and ownership of, the Hardware at all times remains with Arterial. Any payment described in an Order as a "deposit," "down payment," "activation fee," "provisioning fee," or similar term is consideration for Customer's lease of the Hardware and for the related provisioning, configuration, and onboarding services; it is not a purchase price and does not transfer title in the Hardware to Customer. The deposit and any ongoing lease payments are governed by the applicable Order, which specifies the lease term, payment schedule, refundability of any deposit on return of the Hardware in working condition, and end-of-term obligations.

6.2 Embedded License

Subject to Section 2.3 and this Section 6, Arterial grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the lease term to use the Firmware solely as installed by Arterial on the specific Hardware unit leased to Customer. Customer obtains no rights in the Firmware or the underlying Android operating system or third-party components separate from the lease of the Hardware on which Arterial installed them.

6.3 Updates, Patches, and Remote Device Management

Customer acknowledges that ARTIE Hardware is centrally managed by Arterial through the Android Management API (or any successor mobile-device-management framework reasonably selected by Arterial) (the "MDM Framework"). Customer authorizes Arterial to: (a) enroll the Hardware in the MDM Framework; (b) apply, modify, and enforce device-level policies, configurations, and security controls; (c) push Firmware updates, security patches, model refreshes, and operating-system updates over the air; (d) collect device telemetry reasonably necessary to operate, secure, and improve the Services; (e) remotely lock, disable, or wipe the Hardware in the event of loss, theft, suspected compromise, lease termination, or material breach of this EULA; and (f) require multi-factor authentication and other reasonable access controls for any administrative interaction with the Hardware. Updates may modify the features or performance of the Hardware; Arterial will not remove materially advertised functionality from the Hardware without a commercially reasonable replacement or notice.

6.4 No Tampering; No Personal Use

Customer shall not, and shall not permit any person to: (a) extract, copy, distribute, decompile, reverse engineer, or attempt to extract the Firmware from the Hardware; (b) install, sideload, or run any application, firmware, or operating-system component not approved by Arterial; (c) modify the Hardware's bootloader, boot chain, signing keys, factory-reset protection, or attestation mechanisms; (d) root, jailbreak, or otherwise obtain privileged access to the operating system; (e) remove the Hardware from the MDM Framework or interfere with the Firmware's telemetry, diagnostics, remote-management, or update features; (f) physically modify, disassemble, or open the Hardware enclosure beyond what is required for documented installation or removal; (g) use the Hardware for personal voice calls, text messaging, web browsing, photography, gaming, or any application other than operation of the Services; or (h) transfer, sublease, lend, pledge, or grant any security interest in the Hardware to any third party. Customer is responsible for any loss, theft, or damage to the Hardware while in Customer's possession, beyond ordinary wear and tear, and shall promptly notify Arterial at support@arterial.us of any such event.

6.5 Cellular Connectivity

ARTIE Hardware ships with an embedded SIM (or eSIM) provisioned and paid for by Arterial. Connectivity is provided as part of the Services, subject to commercially reasonable fair-use limits documented in the Documentation from time to time. Customer shall not remove, replace, transfer, or attempt to extract the SIM, use the SIM in any device other than the Hardware unit on which Arterial installed it, or use the connection for any purpose other than operation of the Services. Arterial is not liable for cellular carrier outages, coverage gaps, latency, throughput limitations, or service degradation outside its reasonable control, including any act or omission of the underlying carrier or upstream provider.

6.6 Third-Party Components and Manufacturer Warranty

ARTIE Hardware currently consists of Google Pixel mobile devices manufactured by Google LLC (or its affiliates or successors). The Firmware operates alongside, but does not include, the Android operating system, Google Mobile Services, the Android Management API client and supporting components, and other software licensed by their respective providers under their own terms. By using the Hardware, Customer acknowledges and agrees that those third-party components are subject to the licensors' applicable terms, including: (a) the Android Open Source Project license terms (primarily the Apache License 2.0); (b) Google's then-current Google Mobile Services, Google Play, Android Enterprise, and Android Management API terms; and (c) the Google Hardware Limited Warranty applicable to the Pixel device, which constitutes the sole warranty on the underlying hardware and flows through to Customer to the extent permitted by Google's warranty terms. ARTERIAL MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE UNDERLYING HARDWARE OR ANY THIRD-PARTY SOFTWARE COMPONENT BEYOND THE PASS-THROUGH OF THE MANUFACTURER'S WARRANTY. Arterial will make available, on request, a notice file identifying open-source and third-party software components included in or alongside the Firmware and their respective licenses. Nothing in this EULA limits Customer's rights under any applicable open-source license with respect to those components or under the manufacturer's warranty with respect to the Hardware.

6.7 End of Term; Return

Upon expiration or termination of the lease term, or earlier upon termination of the Agreement, Customer shall, within fifteen (15) business days, return all leased Hardware to Arterial in working condition, ordinary wear and tear excepted, using a return procedure (and prepaid shipping materials where Arterial elects to provide them) documented by Arterial. Customer shall ensure that the Hardware is returned with the SIM intact, the MDM enrollment unmodified, and any mounting hardware reasonably required for redeployment. Failure to return the Hardware within the period described in this Section 6.7 entitles Arterial to (a) retain any refundable portion of the deposit, (b) invoice Customer for the documented replacement cost of the unreturned Hardware, and (c) remotely disable the Hardware. Arterial may discontinue support for a particular Firmware version or Hardware generation upon reasonable prior notice, in which case Arterial will offer Customer a replacement Hardware unit or follow Arterial's documented decommissioning procedure.

6.8 Software-Only License (Customer-Provided Hardware)

Where an Order expressly authorizes Customer to operate the Arterial application on Customer-Provided Hardware rather than ARTIE Hardware leased from Arterial, the following terms apply in lieu of Sections 6.1 (Operating Lease), 6.5 (Cellular Connectivity), and 6.7 (End of Term; Return), and as a modification to the other provisions of this Section 6:

1. Arterial grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and operate the Arterial application on Customer-Provided Hardware that meets the minimum compatibility specification published in the Documentation, including supported Android operating-system version, hardware sensor capabilities, storage, and connectivity;
2. Customer represents and warrants that Customer owns or has the authority to install software on the Customer-Provided Hardware and that the Customer-Provided Hardware is not rooted, jailbroken, running a non-OEM-signed operating system, or configured to allow installation of software outside approved channels;
3. detection accuracy, GPS precision, image quality, latency, false-positive and false-negative rates, and similar performance characteristics are not warranted on Customer-Provided Hardware, and any service-level commitment in an Order applies only to deployments using ARTIE Hardware leased from Arterial unless that Order expressly states otherwise;
4. Customer is solely responsible for the security, encryption, patch level, MDM enrollment, physical integrity, and connectivity of Customer-Provided Hardware, including any cellular or other carrier charges incurred by it;
5. Customer shall not co-mingle the Arterial application with personal-use applications on the same device and shall not use the device for personal voice, text, browsing, photography, or recording purposes during deployment;
6. Arterial's support obligations under the Agreement are limited to the Arterial application; hardware support, manufacturer warranty claims, and operating-system support are Customer's sole responsibility;
7. on termination of the Software-Only License, Customer shall uninstall the Arterial application, delete all cached Customer Data, credentials, and configuration, and on Arterial's written request certify the deletion in writing within thirty (30) days.

The Software-Only License does not include any lease of hardware, provision of cellular connectivity, inclusion in Arterial's MDM Framework (unless separately agreed in writing), or any hardware warranty.

7.1 Ownership

Ownership of Customer Data and Arterial Data is governed by Section 3 of the TOS, which is incorporated by reference. In summary, Customer retains ownership of Customer Data collected within its jurisdiction; Arterial retains ownership of Arterial Data, software, analytics, algorithms, models, and aggregated insights; and each party may use the data it owns subject to confidentiality and applicable law.

7.2 Customer Data Use

Customer may export Customer Data through the Dashboard or Data Stream and use it for the purposes described in Section 4.1 of the TOS, including sharing Customer Data with Authorized Contractors bound to equivalent terms in accordance with Section 3.2 of this EULA.

7.3 Arterial's Use of Data

Arterial's use of Customer Data, including for service improvement, model training, and aggregated data products, is governed by Section 4.2 of the TOS and Section 11 of the Privacy Policy. Arterial will not use Customer Data containing personal information to train cross-customer or commercially licensable models without Customer's express written authorization.

7.4 Sensitive Categories

Customer acknowledges that the Services operate in the public right-of-way and may incidentally capture sensitive categories of information as described in Section 1.3 of the Privacy Policy, including vehicle identifiers, license plates, images of pedestrians and motorists, and precise geolocation. Customer shall: (a) use such information only as necessary for Customer's permitted governmental or business purposes; (b) comply with the federal Driver's Privacy Protection Act and equivalent state statutes when handling vehicle-related data; and (c) not attempt to use the Services or any output of the Services to identify specific individuals.

7.5 Privacy Policy

Arterial's collection, processing, storage, retention, and disclosure of personal information are governed by the Privacy Policy, including the sub-processor commitments in Section 4 and the retention schedule in Section 8 of the Privacy Policy. Customer is responsible for providing all notices to, and obtaining all consents from, individuals where required by applicable law in connection with Customer's use of the Services.

7.6 Data Export and Return

Upon Customer's written request during the Term or within thirty (30) days after termination, Arterial will make Customer Data available for export through documented interfaces in a structured, commonly used format. Thereafter, Arterial may delete Customer Data in accordance with the retention schedule in the Privacy Policy and applicable law.

9.1 Reservation

The Services, the Dashboard, the Data Stream, the Firmware, the Documentation, and all Arterial Pre-Existing Materials are protected by intellectual-property and other laws. All rights not expressly granted to Customer are reserved by Arterial and its licensors. "Arterial," "ARTIE," the Arterial wordmark, and the Arterial sunken-eye mark are trademarks of Arterial; Customer obtains no right to use any of those marks except as expressly authorized in writing.

9.2 Feedback

If Customer or any Authorized User provides Arterial with suggestions, ideas, enhancement requests, bug reports, recommendations, or other feedback regarding the Services ("Feedback"), Customer grants Arterial a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, distribute, and exploit the Feedback for any purpose, without obligation or attribution to Customer. Feedback is provided voluntarily and is not Customer's Confidential Information.

12.1 Term

This EULA takes effect on the date Customer or any Authorized User first accepts it (the "Effective Date") and continues until terminated in accordance with this Section 12 or the TOS.

12.2 Termination for Breach

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. Arterial may suspend access immediately as provided in Section 4.4.

12.3 Effect of Termination

Upon expiration or termination of the Agreement:

1. all licenses granted to Customer under Section 2 terminate, except the licenses to Work Product and Arterial Pre-Existing Materials embedded therein under Sections 5.2 and 5.3, which survive in accordance with their terms;
2. Customer shall cease all use of the Services, except as necessary to exercise Customer's data-export rights under Section 7.6;
3. Customer shall return or destroy all copies of Documentation and Arterial Confidential Information in its possession;
4. Customer shall return any Hardware in accordance with Section 6 of the TOS;
5. Arterial shall return or delete Customer Data in accordance with the Privacy Policy and applicable law; and
6. any accrued but unpaid fees become immediately due and payable.

12.4 Survival

Sections 1, 2.5, 4 (for any continued use), 5.2 through 5.4, 7.1, 7.3, 7.4, 8, 9, 12.3, 12.4, 13, 14, 15, 16, 17, 18, and 19, together with any provision that by its nature is intended to survive, shall survive termination or expiration of the Agreement.

13.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into this EULA and to perform its obligations under the Agreement.

13.2 Professional Services Warranty

Arterial warrants that Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Customer's exclusive remedy, and Arterial's sole obligation, for breach of this warranty is for Arterial to re-perform the affected services, provided Customer notifies Arterial in writing within thirty (30) days after the relevant services are performed.

13.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.1 AND 13.2 AND IN THE TOS, THE SERVICES, DASHBOARD, DATA STREAM, FIRMWARE, DOCUMENTATION, ARTERIAL DATA, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." ARTERIAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ARTERIAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT DETECTIONS, CLASSIFICATIONS, OR ANALYTICS OUTPUTS WILL BE COMPLETE OR ACCURATE. THE SERVICES ARE A DECISION-SUPPORT TOOL; CUSTOMER REMAINS RESPONSIBLE FOR ALL OPERATIONAL DECISIONS, INCLUDING PRIORITIZATION, DISPATCH, AND REMEDIATION OF ROAD CONDITIONS. WITH RESPECT TO ARTIE HARDWARE LEASED TO CUSTOMER UNDER SECTION 6, ARTERIAL AS LESSOR DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY UCC ARTICLE 2A AND OTHER APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; CUSTOMER'S SOLE WARRANTY ON THE UNDERLYING HARDWARE IS THE MANUFACTURER'S WARRANTY PASSED THROUGH UNDER SECTION 6.6. WITH RESPECT TO CUSTOMER-PROVIDED HARDWARE UNDER SECTION 6.8, ARTERIAL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING HARDWARE PERFORMANCE, SECURITY, OR FITNESS, AND ALL RISK ASSOCIATED WITH SUCH HARDWARE IS BORNE BY CUSTOMER.

13.4 No Service-Level Commitments

Arterial does not provide any uptime, response-time, or other service-level commitment under this EULA. Any service-level commitment must be expressly stated in a signed Order or Master Services Agreement, and applies only to the Services identified in that document for the duration of that document.

14.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY 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.

14.3 Exclusions from Cap

The exclusions and limits in Sections 14.1 and 14.2 do not apply to:

1. Customer's payment obligations;
2. either party's indemnification obligations under Section 15;
3. Customer's breach of Sections 2 (License Grants), 4 (Acceptable Use), or 8 (Confidentiality); or
4. liability that cannot be limited under applicable law.

14.4 Allocation

The parties acknowledge that the limitations in this Section 14 are an essential element of the bargain and that the fees reflect this allocation of risk.

15.1 By Arterial

Subject to the limits in Section 14, Arterial will defend Customer from and against any third-party claim alleging that the Services, as provided by Arterial and used by Customer in accordance with the Agreement, infringe a U.S. patent, copyright, trademark, or trade secret of the third party, and will pay damages and reasonable attorneys' fees finally awarded against Customer in such a claim or agreed to in settlement, provided Customer (a) promptly notifies Arterial in writing of the claim, (b) gives Arterial sole control of the defense and settlement, and (c) reasonably cooperates with Arterial at Arterial's expense. Arterial's obligations under this Section 15.1 do not apply to the extent a claim arises from (i) Customer Data; (ii) modifications to the Services not made by or on behalf of Arterial; (iii) combinations of the Services with products, services, or data not provided by Arterial, where the claim would not have arisen but for such combination; (iv) use of the Services outside the scope of the Agreement; or (v) Beta Features.

15.2 By Customer

To the extent permitted by applicable law (and, for public-agency Customers, subject to any constitutional, statutory, or charter limitations on Customer's authority to indemnify), Customer will defend Arterial from and against any third-party claim arising from (a) Customer's or any Authorized User's misuse of the Services; (b) Customer Data, including allegations that Customer Data violates law or infringes third-party rights; (c) Customer's violation of the Driver's Privacy Protection Act or analogous state laws; or (d) Customer's unauthorized publication, sharing, or distribution of Arterial Data or Confidential Information; and will pay damages and reasonable attorneys' fees finally awarded against Arterial in such a claim or agreed to in settlement, subject to the notice, control, and cooperation conditions described in Section 15.1.

15.3 Remedies

If a claim under Section 15.1 is made or, in Arterial's reasonable opinion, is likely to be made, Arterial may, at its option and expense: (a) procure for Customer the right to continue using the affected Services; (b) modify or replace the affected Services so they are non-infringing without materially diminishing functionality; or (c) terminate the affected Services and refund any prepaid, unused fees attributable to the terminated portion. Sections 15.1 and 15.3 state Arterial's entire liability, and Customer's exclusive remedy, for any claim of intellectual-property infringement.

16.1 Scope

Arterial provides the Services to (a) public agencies, including municipal, county, state, regional, tribal, transit, special-district, educational, and other governmental Customers ("Public-Agency Customers"), and (b) commercial entities, including fleet operators, paving contractors, engineering firms, consultancies, and other private organizations ("Commercial Partners"). This Section 16 sets out provisions specific to each category.

16.2 Public-Agency Customers

For Public-Agency Customers:

1. any provision of this EULA that would require the Customer to indemnify Arterial applies only to the maximum extent permitted by applicable law and the Customer's constitutional, statutory, and charter authority;
2. governing law and venue are subject to Section 17 of this EULA;
3. any provision purporting to limit or waive a sovereign right, defense, or immunity is enforceable only to the extent permitted by law;
4. Arterial will reasonably assist Customer in responding to lawful open-records and freedom-of-information requests in accordance with Section 5 of the TOS; and
5. Arterial acknowledges that certain Public-Agency Customers may require terms specific to their jurisdiction, in which case those terms shall be addressed in the Order.

16.3 Commercial Partners

For Commercial Partners, no public-agency carveouts in Section 16.2 apply, and the standard governing-law and dispute-resolution terms in Section 17 govern in full. Commercial Partners may not represent themselves as agents or affiliates of any Public-Agency Customer in connection with use of the Services.

16.4 No Federal Procurement Vehicle

This EULA does not, on its own, constitute a federal procurement contract or grant Customer authority to use the Services under any federal contract vehicle. If Customer wishes to use the Services in connection with federal funding or under a federal prime or sub-contract, additional contractual provisions may be required, to be addressed in a separate written addendum.

16.5 NASPO ValuePoint Cooperative Purchasing

Arterial participates in cooperative purchasing under NASPO ValuePoint Master Agreement No. LS4983(the "NASPO MA"). Eligible Public-Agency Customers may procure the Services under the NASPO MA together with any applicable Participating Addendum executed by the Customer's state and any Customer-specific Order, Statement of Work, or participating-entity contract issued thereunder. For Customers procuring under the NASPO MA:

1. the NASPO MA, the applicable Participating Addendum, and any Customer-specific Order issued thereunder are incorporated into and form part of the Agreement;
2. in the event of a conflict between this EULA and the NASPO MA (including any Participating Addendum) with respect to terms required by the NASPO MA or the Customer's state law, the NASPO MA and that Participating Addendum control, solely to the extent of the conflict and solely with respect to the affected Public- Agency Customer; in all other respects this EULA continues to govern access to and use of the Services;
3. governing law, venue, indemnification, limitation of liability, and sovereign-immunity provisions are modified to the extent required by the NASPO MA, the Participating Addendum, or applicable state law (see Sections 14, 15, 16.2, and 17); and
4. nothing in this Section 16.5 expands the Services, scope, fees, or term beyond what is expressly set forth in the applicable Order or Participating Addendum.

Where Arterial does not have an executed EULA with a specific Public-Agency Customer, the Customer's standard customer-facing terms (including any applicable Master Services Agreement, Terms and Conditions, or Cloud Services Agreement) apply alongside the NASPO MA and the Participating Addendum in lieu of, or in addition to, this EULA, as required by the NASPO MA.

17.1 Governing Law

Arterial is located at Apt 157, 1925 30th Street, Boulder, CO 80301. This EULA is governed by, and construed in accordance with, the laws of the State of Colorado, without regard to its conflict-of-laws principles, except where the Agreement expressly provides otherwise. Upon and following the corporate restructuring of Arterial LLC into Arterial Data Solutions, Inc. (whether by conversion, merger, assignment, or otherwise), the governing law of this EULA shall remain the State of Colorado and venue shall remain as set forth in Section 17.2, unless the parties expressly agree otherwise in a signed writing. For Public-Agency Customers, governing law and venue may be modified in the Order to comply with applicable legal requirements (for example, where Customer is required by law to apply the law of its state of organization).

17.2 Venue

Subject to Section 17.1, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of Denver, Colorado (or, for state-court matters within Boulder County, the District Court for the Twentieth Judicial District at the parties' election), for any dispute arising out of or relating to the Agreement, and waive any objection to such venue. The parties acknowledge that Arterial's principal place of business is Apt 157, 1925 30th Street, Boulder, CO 80301.

17.3 Informal Resolution

Before initiating formal proceedings, the parties shall attempt in good faith to resolve any dispute through escalation to designated executives of each party for at least thirty (30) days, except for claims seeking injunctive or other equitable relief for actual or threatened violation of intellectual-property rights or Section 4 (Acceptable Use).

17.4 Injunctive Relief

Each party acknowledges that a breach of Sections 2, 4, 8, or 9 may cause irreparable harm for which damages alone would be inadequate, and that the non-breaching party is entitled to seek equitable relief in addition to any other remedies.

17.5 UN CISG; UCITA

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, as enacted in any jurisdiction, do not apply to this EULA.

19.1 Notices

Legal notices to Arterial must be sent to legal@arterial.us with a copy mailed to Arterial at Apt 157, 1925 30th Street, Boulder, CO 80301, Attn: Legal. Privacy-specific notices may also be sent to privacy@arterial.usor, by mail, to the same address, Attn: Privacy Officer. Following the corporate restructuring of Arterial LLC into Arterial Data Solutions, Inc., notices sent to the foregoing address (or to any updated address published by Arterial at arterial.us) shall be deemed properly addressed to the successor entity. Notices to Customer may be sent to the email address associated with Customer's account or, if applicable, to the address designated in the Order. Notices are deemed given upon receipt.

19.2 Assignment

Neither party may assign the Agreement without the other party's prior written consent, except that either party may assign the Agreement, on notice but without consent, in connection with a merger, reorganization, change of control, or sale of substantially all of its assets. Without limiting the foregoing, Customer acknowledges that Arterial intends to assign this EULA to its successor entity, Arterial Data Solutions, Inc., in connection with its corporate restructuring, and consents to that assignment in advance. Any purported assignment in violation of this Section 19.2 is void. The Agreement binds and benefits the parties' permitted successors and assigns.

19.3 Independent Contractors

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

19.4 Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor action, government order, internet outages, public-cloud provider failures, or pandemic, provided the affected party uses commercially reasonable efforts to resume performance.

19.5 Export Controls and Sanctions

Customer shall comply with all U.S. export-control and economic-sanctions laws and shall not export, re-export, or make the Services available to any person or country prohibited under those laws. Customer represents that it is not, and is not owned or controlled by, any person on the U.S. Treasury Department's Specially Designated Nationals List or any equivalent restricted-party list.

19.6 Anti-Corruption

Each party shall comply with applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, in connection with the Agreement.

19.7 No Waiver

No failure or delay in exercising any right under the Agreement is a waiver of that right, and no single or partial exercise of any right precludes any further exercise.

19.8 Severability

If any provision of the Agreement is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

19.9 Counterparts; Electronic Signature

The Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and which together constitute one instrument.

19.10 Headings; Construction

Headings are for convenience only and do not affect interpretation. The words "include" and "including" are not limiting.

19.11 Changes to this EULA

Arterial may update this EULA from time to time. For existing Customers, material changes become effective on the renewal of the applicable Order or at such other time as the parties may agree in writing. Customer's continued use of the Services after the effective date of an updated EULA constitutes acceptance of the changes, subject to any non-waivable legal requirements applicable to Public-Agency Customers.

19.12 Contact

Questions about this EULA may be directed to Arterial at legal@arterial.us. Privacy questions should be directed to privacy@arterial.us. Technical-support requests should be directed to support@arterial.us.