vialytics Americas, Inc. General Terms and Conditions
Version: 6.2
Document ID: VGTC-US-PUBLIC-6.2
Status: Public Version
These General Terms and Conditions are intended to be published online and incorporated by reference into applicable Order Forms.
General Terms and Conditions
These General Terms and Conditions ("GTC") govern the relationship between vialytics Americas, Inc. ("vialytics") and the Customer identified in the applicable Order Form.
The Order Form and these GTC together constitute the "Agreement." The Agreement applies only to the Products and Services identified in the applicable Order Form.
If there is a conflict between the Order Form and these GTC, the Order Form controls solely with respect to the conflicting term.
1. Definitions
Agreement. The applicable Order Form together with these GTC and any exhibits, addenda, amendments, or documents expressly incorporated by reference.
Authorized User. Customer’s employees, contractors, consultants, and other users authorized by Customer to access or use the Products and Services on Customer’s behalf.
Customer. The municipality, public agency, company, or legal entity identified in the applicable Order Form.
Customer Data. Data, images, video, motion data, GPS data, annotations, and other information submitted to, captured through, uploaded to, or generated from Customer’s authorized use of the Products and Services. Customer Data does not include vialytics Software, platform analytics, system logs, or aggregated or de-identified data that does not identify Customer.
Documentation. User guides, technical documentation, support instructions, and other product documentation made available by vialytics, as updated from time to time.
Hardware. Any smartphone hardware, mounting equipment, accessories, or related devices provided by vialytics if included in the applicable Order Form.
Order Form. The written or electronic ordering document, quote, purchase order accepted by vialytics, or similar transaction document that identifies the Products and Services purchased by Customer and incorporates these GTC.
Products and Services. The Software, Hardware, implementation services, onboarding, training, support, professional services, and other products or services identified in the applicable Order Form.
Security Incident. A confirmed unauthorized access to Customer Data within vialytics’ systems that materially compromises the confidentiality, integrity, or availability of Customer Data.
Software. The vialytics software-as-a-service platform, hosted web application, smartphone application, related software, algorithms, models, interfaces, APIs, and related functionality made available by vialytics.
2. Services and Scope
2.1 Scope Defined by Order Form
The specific Software modules, Hardware, onboarding, implementation services, training, support level, mileage, quantities, optional services, pricing, payment schedule, renewal terms, and other commercial terms are defined exclusively in the applicable Order Form.
2.2 Access to Software
Subject to the Agreement, vialytics will make the Software available as a cloud-based software-as-a-service platform via the internet.
2.3 Hardware and Services
If Hardware, onboarding, training, implementation, or other services are included in the applicable Order Form, vialytics will provide them in accordance with the Order Form and these GTC.
2.4 Additional Services
Additional services, modules, mileage, Hardware, or other scope not included in the applicable Order Form require a separate Order Form, amendment, or other written agreement accepted by vialytics.
2.5 Order of Precedence
In the event of conflict, the following order of precedence applies: (1) the applicable Order Form; (2) these GTC; (3) any executed addendum or exhibit expressly incorporated into the Agreement; and (4) Documentation.
3. Customer Data, Processing, and Security
3.1 Customer Data Processing
vialytics will process Customer Data to provide, operate, maintain, support, secure, and improve the Products and Services, and as otherwise permitted by the Agreement.
3.2 Image Data Processing
After successful upload of an authorized road condition assessment drive, vialytics may process image, video, motion, GPS, and related data to anonymize or obscure personal data such as faces and license plates where technically feasible, archive the drive as an image track, detect roadway conditions and assets, generate condition assessments, and make processed data available to Customer within a commercially reasonable period.
3.3 Processing Scope
Processing scope, including mileage, road networks, modules, assets, and deliverables, is defined in the applicable Order Form. Any processing outside the Order Form scope requires vialytics’ approval and may be subject to additional fees identified in a separate Order Form or amendment.
3.4 Security Program
vialytics will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction. vialytics will review and test its security controls periodically and no less than annually.
3.5 Hosting
Customer Data may be hosted using commercially reasonable cloud infrastructure operated by vialytics or its authorized hosting providers. Unless otherwise stated in the Order Form, Customer Data for U.S. customers will be hosted in the United States.
3.6 Authentication and Access
Access to the Software requires valid user credentials. vialytics supports authentication, sign-in logging, and other access controls appropriate for the Software. Multi-factor authentication may be made available where supported by the Software.
3.7 Security Incident Notice
If vialytics becomes aware of a confirmed Security Incident materially affecting Customer Data, vialytics will notify Customer without unreasonable delay and in accordance with applicable law. vialytics will provide information reasonably available to it regarding the nature of the Security Incident, affected data categories, containment measures, and a point of contact for follow-up.
4. Availability, Support, and Incident Management
4.1 Baseline Availability
Unless otherwise stated in the applicable Order Form, vialytics will use commercially reasonable efforts to make the Software available at least 99.0% annually, excluding scheduled maintenance, emergency maintenance, Customer-caused issues, third-party systems outside vialytics’ reasonable control, force majeure events, and unsupported environments.
4.2 Maintenance
vialytics may perform scheduled or emergency maintenance. Where commercially reasonable, vialytics will provide at least twenty-four (24) hours’ advance notice of scheduled maintenance expected to materially affect Software availability during business hours.
4.3 Support Requests
Customer will report malfunctions or support issues to support@vialytics.com or another support channel identified by vialytics and will provide reasonable information needed to investigate the issue, including affected application, browser or device information, screenshots where useful, and steps to reproduce.
4.4 Baseline Response Targets
Unless otherwise stated in the applicable Order Form, vialytics’ baseline support response targets are: Critical total system outage: within twenty-four (24) business hours. Non-critical degradation or issue with workaround available: within one (1) business day. Business hours are Monday through Friday, 9:00 AM to 6:00 PM Eastern Time, excluding U.S. public holidays.
4.5 Workarounds
vialytics may provide temporary workaround options and may correct the underlying cause through future Software updates where reasonable.
5. Customer Responsibilities
5.1 Authorized Contact
Customer will designate a primary contact and deputy authorized to make decisions necessary for implementation, support, and service delivery.
5.2 Customer Environment
Customer is responsible for maintaining internet connectivity, supported browsers and devices identified in the Documentation, internal security controls, user administration, and other technical requirements reasonably necessary to access and use the Products and Services.
5.3 Data Collection
Customer is responsible for performing data collection activities and for following applicable Documentation and in-app instructions intended to support data quality, safety, and proper use.
5.4 Lawful Use
Customer will not upload, transmit, or store content that violates applicable law, infringes third-party rights, disrupts the Software, or contains unlawful, discriminatory, violent, malicious, or harmful material.
5.5 Authorized Users
Customer is responsible for all activity under its Authorized Users’ accounts and for ensuring that Authorized Users comply with the Agreement.
6. Intellectual Property and Data Rights
6.1 License to Customer
Subject to the Agreement, vialytics grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software during the applicable term solely for Customer’s internal roadway, infrastructure, asset management, and related governmental or business purposes.
6.2 vialytics Ownership
vialytics and its licensors retain all right, title, and interest in and to the Software, Hardware designs, algorithms, machine learning models, artificial intelligence models, computer vision models, interfaces, APIs, documentation, workflows, configurations, know-how, platform analytics, and all improvements, modifications, and derivative works of the foregoing.
6.3 Customer Ownership
Customer retains ownership of Customer Data, subject to the licenses granted to vialytics in this Agreement.
6.4 License to Use Customer Data for Services and AI Training
Customer grants vialytics a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, sublicensable, transferable license to host, store, reproduce, process, analyze, modify, create derivative works from, use, and otherwise exploit Customer Data for the purposes of providing, operating, maintaining, supporting, securing, improving, training, validating, testing, developing, and enhancing the Products and Services, including vialytics’ software, machine learning models, artificial intelligence models, computer vision models, algorithms, and related technologies. This license survives expiration or termination of the Agreement. vialytics will not publicly identify Customer as the source of Customer Data or publicly disclose Customer Data in a manner that identifies Customer without Customer’s prior written consent, except as required by law.
6.5 Aggregated and De-Identified Data
vialytics may create and use aggregated, anonymized, or de-identified data derived from Customer Data for analytics, benchmarking, product improvement, model training, research, reporting, and other lawful business purposes, provided such data does not identify Customer as the source unless Customer has consented.
6.6 Restrictions
Customer will not reverse engineer, decompile, disassemble, copy, scrape, reproduce, resell, sublicense, commercially exploit, or use the Software to develop a competing product or service, except to the extent such restriction is prohibited by applicable law.
7. Fees, Invoicing, and Payment
7.1 Fees
Customer will pay the fees identified in the applicable Order Form. Unless otherwise stated in the Order Form, fees are exclusive of taxes.
7.2 Invoicing
Unless otherwise stated in the applicable Order Form, invoices will be issued in accordance with the payment schedule identified in the Order Form.
7.3 Payment Terms
Unless otherwise stated in the applicable Order Form, invoices are due within thirty (30) days after invoice date. Amounts not disputed in good faith and not paid when due may accrue interest at the maximum rate permitted by applicable law or the rate stated in the Order Form, whichever is lower.
7.4 Taxes
Customer is responsible for applicable taxes, duties, levies, and similar governmental assessments, excluding taxes based on vialytics’ income. If Customer is tax-exempt, Customer will provide appropriate exemption documentation.
7.5 Additional Scope
Additional Products and Services added after execution will be invoiced as stated in the applicable Order Form, amendment, or other written agreement accepted by vialytics.
8. Term, Renewal, and Termination
8.1 Term
The Agreement begins on the effective date stated in the applicable Order Form and continues for the term stated in the Order Form unless earlier terminated in accordance with the Agreement.
8.2 Renewal
Renewal terms, if any, are governed by the applicable Order Form. Automatic renewal applies only if expressly stated in the Order Form and permitted by applicable law.
8.3 Termination for Cause
Either party may terminate the Agreement upon written notice if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice. vialytics may suspend or terminate access immediately if Customer fails to pay undisputed overdue amounts for more than thirty (30) days, uses the Products and Services in a manner that creates material security or legal risk, or materially violates applicable data protection laws.
8.4 Effect of Termination
Upon expiration or termination, Customer’s right to access the Software ends, user accounts may be deactivated, and Customer must return any vialytics-provided Hardware within thirty (30) days unless otherwise stated in the Order Form. vialytics has no obligation to provide continued Software access after expiration or termination.
8.5 Survival
Sections concerning payment obligations, intellectual property and data rights, confidentiality, limitations of liability, indemnification, governing law, and any terms that by their nature should survive will survive expiration or termination.
9. Confidentiality
9.1 Confidential Information
Confidential Information means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information or circumstances of disclosure, including software, source code, algorithms, technical information, pricing, security information, business plans, and product roadmaps.
9.2 Obligations
Each party will protect the other party’s Confidential Information using at least reasonable care and will use it only to perform or exercise rights under the Agreement. Confidential Information may be disclosed to employees, contractors, advisors, or representatives who need to know it and are bound by confidentiality obligations at least as protective as those in this Agreement.
9.3 Required Disclosure
If a party is required by law, court order, subpoena, public records request, or other governmental process to disclose Confidential Information, it will, to the extent legally permitted, provide prompt notice to the other party and reasonably cooperate with efforts to seek confidential treatment.
9.4 Exclusions
Confidential Information does not include information that is publicly available without breach, already known without confidentiality restriction, independently developed without use of Confidential Information, or lawfully received from a third party without confidentiality obligations.
10. Limited Warranties and Disclaimers
10.1 Limited Performance Warranty
vialytics warrants that it will perform professional services, if any, in a professional and workmanlike manner and that the Software will materially conform to the Documentation under normal use during the applicable term.
10.2 Remedy
Customer’s exclusive remedy for breach of Section 10.1 is for vialytics to use commercially reasonable efforts to correct the non-conformity or re-perform the affected service. If vialytics cannot reasonably do so, Customer may terminate the affected Order Form and receive a pro-rated refund of prepaid unused fees for the affected Products and Services.
10.3 Disclaimer
Except as expressly stated in this Agreement, the Products and Services are provided 'as is' and 'as available.' vialytics disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. vialytics does not warrant that the Products and Services will be uninterrupted, error-free, or that analytics, outputs, or Customer Data will be complete, accurate, or suitable for any particular engineering, legal, regulatory, or safety determination.
11. Limitation of Liability
11.1 Exclusion of Consequential Damages
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, loss of business, loss of goodwill, service interruption, or cost of substitute services, even if advised of the possibility of such damages.
11.2 Aggregate Liability Cap
To the maximum extent permitted by law, vialytics’ total aggregate liability arising out of or relating to the Agreement will not exceed the total fees paid by Customer to vialytics under the applicable Order Form during the six (6) months immediately preceding the first event giving rise to the claim.
11.3 Exceptions
The limitations in this Section do not limit Customer’s payment obligations, either party’s liability for fraud or willful misconduct, or any liability that cannot be limited under applicable law.
11.4 Third-Party Systems
vialytics is not responsible for losses, damages, or costs arising from third-party systems, networks, services, integrations, or products outside vialytics’ reasonable control.
12. Indemnification
12.1 Customer Indemnification
Subject to applicable law, Customer will defend and indemnify vialytics against third-party claims arising from Customer Data or content infringing third-party rights, Customer’s unlawful use of the Products and Services, or Customer’s material breach of the Agreement.
12.2 vialytics IP Indemnification
vialytics will defend Customer against third-party claims alleging that the Software, as provided by vialytics and used in accordance with the Agreement, infringes a valid U.S. patent, copyright, or trade secret, and will pay damages finally awarded or settlement amounts approved by vialytics. vialytics has no obligation to the extent a claim arises from Customer Data, Customer modifications, combinations with non-vialytics products or services, Customer specifications, or use outside the Agreement.
12.3 Procedure
The indemnified party must provide prompt written notice, reasonable cooperation, and sole control of defense and settlement to the indemnifying party. A failure to provide prompt notice relieves the indemnifying party only to the extent materially prejudiced.
13. Changes, Updates, and Modifications
13.1 Amendments
Material commercial changes to pricing, scope, term, payment obligations, or other negotiated business terms require a written amendment, updated Order Form, or other written agreement accepted by both parties.
13.2 Operational Changes
vialytics may update operational, administrative, technical, support, or Documentation procedures upon reasonable notice where such changes do not materially and adversely affect Customer’s use of the Products and Services.
13.3 Software Updates
vialytics may modify, enhance, update, or discontinue Software features, provided such changes do not materially and adversely reduce the core functionality purchased under the applicable Order Form during the then-current term.
14. General Provisions
14.1 Governing Law and Venue
This Agreement is governed by the laws of the State of New Jersey, without regard to conflict of law rules. Subject to any mandatory venue rules applicable to public-sector customers, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in New Jersey.
14.2 Assignment
Customer may not assign the Agreement without vialytics’ prior written consent, not to be unreasonably withheld. vialytics may assign the Agreement to an affiliate or successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee assumes vialytics’ obligations under the Agreement.
14.3 Subcontracting
vialytics may use subcontractors and service providers to perform obligations under the Agreement, provided vialytics remains responsible for their performance.
14.4 Compliance with Laws
Each party will comply with laws applicable to its performance under the Agreement.
14.5 Insurance
Upon request, vialytics will maintain commercially reasonable insurance coverage appropriate for its business and the Products and Services provided. Specific insurance requirements, if any, must be stated in the applicable Order Form or procurement exhibit.
14.6 Independent Contractors
The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship.
14.7 Severability
If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.
14.8 Waiver
No failure or delay in exercising any right constitutes a waiver. Any waiver must be in writing and applies only to the specific instance identified.
14.9 Entire Agreement
The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations regarding that subject matter.
14.10 Electronic Signatures
The Agreement may be executed electronically and in counterparts, each of which is deemed an original.
14.11 Notices
Legal notices must be provided in writing to the addresses or contacts identified in the applicable Order Form or as otherwise provided by a party in writing.
14.12 No Third-Party Beneficiaries
The Agreement does not create rights for any person or entity that is not a party to the Agreement.