PSA - Assessment of City Road Surface Conditions - RoadBotics

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TERMS AND CONDITIONS RoadBotics, Inc. ("RoadBotics"), located at 224 N Euclid Ave., 4th Floor, Pittsburgh, PA 15206, will provide the City of South Bend ("Customer") located at 227 West Jefferson Blvd, South Bend, Indiana 46601, access to certain services ("Services") pursuant to the provisions of these Terms & Conditions ("Agreement") as outlined below. RoadBotics and Customer agree as follows: 1. sofa ion Lire Terrns In consideration of the payment for the Services specified below, RoadBotics hereby grants to the Customer during the Subscription Term, solely for the Customer's internal use and for no other purpose whatsoever ("Authorized Use"), a nonexclusive, nontransferable right to use and access RoadWay, RoadSense and RoadNav, as such products are described in Subscription Components. The Services will include all components listed above in "Subscription Components" with specific terms of the Subscription Program provided above. 2. Specific Terms. Customer shall have access to the Subscription Components for the Subscription Term. Customer owns the Pavement Assessment as specified. Customer hereby grants RoadBotics a perpetual, non-exclusive license to access, analyze, use internally, and publish or display on its own websites, any Pavement Assessment specified. Additionally, RoadBotics grants to Customer a perpetual, non-exclusive, non -transferable license to use, analyze, and publish or display on its websites, any complimentary images or visualizations provided by RoadBotics in conjunction with Customer's purchased Pavement Assessment. RoadBotics hereby grants Customer a non-exclusive, non -transferable license during the Subscription Term to access, display internally, use and, where applicable, download and install onto a compatible mobile device RoadNav and RoadSense for the sole purpose of collecting Road Data for the generation of the Customer's Pavement Assessment. Customer acknowledges that RoadBotics is the owner of RoadSense, RoadNav and Road Data. Road Data means the raw data collected by RoadSense that includes video, geolocation and timestamps for the specific purpose of generating Pavement Assessments. Except for the licenses granted in this Agreement, nothing in this Agreement confers in the Customer any right of ownership to RoadSense, RoadNav or Road Data. Notwithstanding anything to the contrary in this Agreement, Customer shall not have access to Road Data while collecting or transmitting the Road Data. 3. Fees and Payment Customer shall pay to RoadBotics a subscription fee accordingly to a payment schedule as specified above. All fees shall be paid within thirty (30) days of the date of invoice. 3.1. Failure to Pay. Failure to pay within the specified period may, at the sole discretion of RoadBotics, result in a modification of the Delivery Date of the services or cancellation of this Agreement. In the event of a changed delivery date, the Customer will be given notice in writing of the new delivery date. Continued failure to pay, may result in additional delays in the Delivery Date along an additional 10% surcharge on the fees. 3.2. Payments not Received. Payments not received by RoadBotics in accordance with the terms of this Agreement are subject to interest at the rate of one percent (1.0%) per month of the unpaid balance or the maximum rate under law, if such maximum rate is less than 1.0% per month. In addition, RoadBotics may suspend its performance under this Agreement if Customer fails to comply with any part of its payment obligation. 4. Term and'reralipation. The term of this Agreement will begin on the contract signature date and continue for twelve (12) months (the " Subscription Term"). 4.1. Early Termination. Customer shall have an option to terminate this Agreement during the Term. Customer shall provide written notice to RoadBotics of its intention to exercise such early termination option at least 60 days prior to the requested termination date and, with the El