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Arterial – Terms of Service These Terms of Service (“Terms”) govern access to and use of the Arterial website, hardware, software, analytics dashboard, APIs, data products, and related services (collectively, the “Services”). By accessing or using the Services, you (“Customer”) agree to be bound by these Terms. If you are entering into this agreement on behalf of a public agency or other entity, you represent that you are authorized to bind that entity. 1. Definitions 1.1 “Arterial Data” means all data, derivative data, insights, analytics, labels, models, annotations, or aggregated information generated, collected, or derived by Arterial through operation of the Services, including but not limited to: • hazard detections, • imagery and sensor outputs, • pavement condition scores, • signage and field inventory, • annotations, classifications, and metadata, • aggregated datasets across multiple customers. 1.2 “Customer Data” means roadway data, detections, imagery, videos, metadata, and other outputs collected under an Agreement and specifically associated with the Customer’s jurisdiction. 1.3 “Hardware” means the ARTIE camera system and any other physical devices deployed under an Agreement. 1.4 “Services” means Arterial's software, cloud platform, dashboard, APIs, algorithms, analytics, reporting, and hosted data tools. 1.5 “Agreement” means these Terms and any contracts or purchase orders between Arterial and the Customer. In the event of a conflict, the terms of the contract or purchase order will control with respect to pricing, scope, and commercial terms, while these Terms govern access to and use of the Services. 2. Use of Services 2.1 Access Rights During the term of the Agreement, Arterial grants Customer a limited, non-exclusive, non-transferable right to access and use the Services. Customer must keep account credentials confidential and will promptly notify Arterial of any suspected unauthorized use. 2.2 Permitted Users Customer may authorize employees, contractors, or agents to access the Services. Customer is responsible for their compliance with these Terms. 2.3 Restrictions Customer shall not: a. reverse-engineer, copy, or modify the Services or Hardware; b. circumvent access controls or security measures; c. use the Services to build a competitive product or dataset; d. use the Services for any unlawful purpose. 3. Ownership of Data 3.1 Arterial's Ownership Arterial retains all rights, title, and interest in: • Arterial Data, • all software, analytics, algorithms, and models, • aggregated, anonymized datasets and insights derived from any source, • intellectual property associated with the Services. Nothing in this Agreement restricts Arterial's ability to improve models, analytics, or services using Arterial Data. 3.2 Customer's Ownership The Customer retains ownership of: • Customer Data collected within their jurisdiction and Agreement-defined service area, • all reports, files, and outputs specifically created for the Customer. Arterial grants Customer a perpetual, royalty-free license to use and store Customer Data for governmental and administrative purposes. 3.3 Shared Ownership In situations where data is jointly generated: • Arterial owns the underlying raw and derived Arterial Data; • The Customer owns the specific Customer Data collected under their Agreement. Both parties may use the data they own without additional permission from the other, subject to Section 8 (Confidentiality). 4. Data Use Rights 4.1 Customer's Use of Customer Data Customer may: • export Customer Data; • use data for maintenance operations, planning, reporting, engineering, budgeting, public transparency, or any lawful agency purpose; • share Customer Data with contractors or regional partners supporting public operations. 4.2 Arterial's Use of Data Arterial may use Arterial Data and aggregated Customer Data to: • improve detection algorithms, • enhance analytics and models, • train machine learning systems, • generate reports or insights across jurisdictions, • power DaaS offerings, • support research, development, and quality assurance. Arterial will not disclose identifiable Customer Data without Customer consent unless required by law. 5. FOIA / Open Records Compliance Arterial understands that many Customers are public agencies subject to open records laws. • Arterial will reasonably assist Customers in responding to lawful requests. • Arterial is not obligated to disclose proprietary systems, algorithms, internal analytics, or non-Customer-specific Arterial Data. 6. Hardware Deployment Hardware installed on Customer vehicles remains the property of Arterial unless otherwise specified. Customer agrees to: • use Hardware only for contracted purposes, • maintain reasonable care of devices, • notify Arterial of malfunction, damage, or removal, • return Hardware at termination of the Agreement (if applicable). 7. Payment & Billing Terms of pricing, invoicing, renewal, or termination will be described in the Agreement or purchase order. Non-payment may result in suspension of Services. 8. Confidentiality Each party agrees not to disclose the other party's confidential information without written consent. Confidential information excludes: • public data, • information independently developed, • information lawfully obtained without restriction. 9. Security Arterial maintains reasonable administrative, technical, and physical safeguards to protect data from unauthorized access, disclosure, or destruction. Customer is responsible for securing its own credentials and accounts. 10. Service Availability Arterial aims for continuous uptime but does not guarantee uninterrupted availability. Scheduled maintenance, updates, and improvements may temporarily limit access. 11. Warranty Disclaimer The Services are provided “as is”. Arterial disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. 12. Limitation of Liability To the maximum extent permitted by law: • Arterial is not liable for indirect, incidental, or consequential damages. • Arterial's total liability under this Agreement will not exceed the amount paid by the Customer during the preceding 12 months. 13. Indemnification Customer agrees to indemnify and hold Arterial harmless from claims arising from the Customer's or an Authorized User's: • misuse of the Services, • violation of law, • unauthorized sharing or publication of data. Arterial will indemnify Customer from claims alleging that the Services infringe third-party IP rights, provided Customer promptly notifies Arterial. 14. Termination Either party may terminate for material breach with 30 days' notice. Upon termination: • Customer retains all rights to Customer Data, • Arterial retains rights to Arterial Data, • Customer access to the dashboard and APIs will end. 15. Governing Law and Dispute Resolution • Governing Law. These Terms and any disputes arising out of or relating to them will be governed by the laws specified in the Agreement. If the Agreement is silent, they will be governed by the laws of the State of Colorado, excluding conflict-of-laws rules. For public agency Customers, governing law and venue may be modified to comply with applicable legal requirements. 16. Changes to These Terms Arterial may update these Terms from time to time. For existing Customers, material changes will become effective: • on the renewal of an existing Agreement; or • at such other time as the parties may agree in writing. If Customer continues to use the Services after the effective date of updated Terms, Customer is deemed to have accepted the changes, subject to any non-waivable legal requirements applicable to public agencies.