End User License Agreement

Acceptance of the Agreement

You must be of legal age to enter into a binding agreement in order to accept the Agreement. If you are accepting this Agreement on behalf of a company or a legal entity, you represent that you have the legal authority to bind the company or the legal entity to this Agreement. You can accept the Agreement by checking a checkbox or clicking on a button indicating your acceptance of the Agreement or by actually availing CivicView Services.

1. Grant of License

Subject to the terms of this Agreement, Licensor grants Licensee a non-transferable, organization-based license for unlimited users within Licensee's organization to access archived media assets via the CivicView Software as a Service system ("Licensed SAAS").

• Purpose: Access is granted solely for retrieving archived traffic camera video footage in the Licensee's specified state or region for use in motor vehicle accident and injury claims or litigation involving private citizens.
• Restrictions: Licensee shall not use the Licensed SAAS for claims or litigation involving federal, state, or local government agencies.
• Prohibitions: Licensee may not disassemble, reverse engineer, rent, or transmit electronic copies of the Licensed SAAS itself.

2. Term and Auto-Renewal

• Initial Term: The license commences immediately upon acceptance and continues for a period of one (1) year.
• Auto-Renewal: This Agreement shall automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

3. Public Asset Service Outage ("Pause" Clause)

Licensee acknowledges that the Licensed SAAS relies on public camera assets which Licensor does not control.

• Account Pause: If a significant number of cameras in the Licensee's service area go offline for more than sixty (60) consecutive days, Licensor will pause the Licensee's account.
• Term Extension: During a pause, billing will be suspended. The subscription term will be extended by a duration equal to or greater than the length of the outage once the cameras are verified as back online.
• Data Loss: If more than 50% of stored data is deemed unrecoverable, either Party may terminate the Agreement immediately.

4. Fees and Payment

• Annual Payment: Licensee shall pay the set annual subscription fee for the selected tier.
• Invoicing: Licensor allows Net 15 days for payment of any invoice.
• Default: If payment is not received within 15 days of the due date, access to the Licensed SAAS shall be revoked and the Agreement is subject to immediate termination.

5. Ownership and Proprietary Rights

• Intellectual Property: All intellectual property rights in the Licensed SAAS and its brand are retained by Licensor.
• Media Assets: While Licensee may use and copy archived media for internal business or litigation purposes, the underlying source code and the original media remain the property of Licensor.
• Confidentiality: The Licensed SAAS, its source code, and its fee structures are considered "Confidential Information". Licensee agrees to protect this information with the same degree of care used for its own confidential data.

6. Limitation of Liability

• "As Is" Warranty: Licensor provides the Licensed SAAS "AS IS" and disclaims all implied warranties of merchantability or fitness for a particular purpose.
• Liability Cap: Licensor's aggregate liability for any damages shall not exceed the amounts actually paid by the Licensee to the Licensor under this Agreement.
• Consequential Damages: Licensor is not liable for lost profits or indirect, special, or consequential damages.

7. Indemnification

Licensee shall indemnify and hold Licensor harmless from any claims or damages arising from Licensee's use of the services, except in cases of Licensor's gross negligence or breach of this Agreement. Licensor will defend Licensee against third-party claims that the Licensed SAAS infringes on a U.S. patent or copyright.

8. Governing Law

This Agreement shall be governed by the laws of the State of Minnesota. Any legal proceedings shall be instituted in the federal or state courts located in the State of Minnesota.