Professional Services Agreement - RoadBotics Inc. - Street Condition Assessment Pilot Program

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To�0 1sol�! 1. General Terms. RoadBotics will provide Customer access to RoadWay, its innovative pavement monitoring, and management platform as part of its Program as further outlined in this proposal. In consideration of the payment of the Subscription Fee specified below, Customer shall have access to RoadWay Insights for the duration of the term noted in section 2 below. The Services will also include all the following (collectively the "RoadBotics Processes"): 1. RoadBot Full Service data collection for the Customer's roads, as specified in Addendum A, 11. RoadWay Pavement Assessment for the Customer's roads, as specified in Addendum A, 111. Access and training on the use of the RoadWay cloud -based proprietary software portal, IV. Customer support for the duration of the Program, V. Continued availability of additional services at the prices outlined in Addendum A. Customer acknowledges and agrees that as, between Customer and RoadBotics, RoadBotics is the sole owner of all RoadBotics Processes. 2. Specific Terms. Customer shall have access to the RoadWay platform along with the specific Customer data collected for the period specified in Addendum A. Customer is hereby granted a license to use, reproduce, and display road data from the RoadWay platform, but is expressly forbidden from resale of data without the prior express written permission of RoadBotics. 3. Fees and Payments. 3.1 Customer shall pay to RoadBotics a Program Fee of $4500.00 which shall be due in two installments. The first installment of $2,250.00 shall be due upon receipt of RoadWay credentials and assessment in spring of 2018, and the second installment of $2,250.00 shall be due thirty (30) days from the date RoadWay credentials and assessment are delivered. All fees shall be paid within thirty (30) days of date of invoice. 3.2 RoadBotics may suspend its performance under this Agreement if Customer fails to comply