Terms of Use

PLEASE READ THIS SUBSCRIPTION SERVICES AGREEMENT ("AGREEMENT") CAREFULLY BEFORE ACCESSING OR USING THE SUBSCRIPTION SERVICES (DEFINED BELOW) SUBJECT TO THIS AGREEMENT AS YOU ARE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IT RELATES TO YOUR ACCESS AND USE OF THE SUBSCRIPTION SERVICES. BY ACCESSING AND USING THE SUBSCRIPTION SERVICES, YOU, THE ORIGINAL PURCHASER OF THE SUBSCRIPTION SERVICES (“YOU”, “YOUR” or “CUSTOMER”), ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, AND THAT YOU ARE LEGALLY AUTHORIZED TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SUBSCRIPTION SERVICES. USING ANY PART OF THE SUBSCRIPTION SERVICES INDICATES THAT YOU ACCEPT AND AGREE TO THIS AGREEMENT.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ITERIS INC. (“ITERIS”) THAT SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE ITERIS SUBSCRIPTION SERVICES. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AND CONDITIONS AS PRESENTED TO YOU, AND CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE. ITERIS MAY REFUSE ACCESS TO AND/OR USE OF THE SUBSCRIPTION SERVICES FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.

1. Acceptance of Agreement and Purpose. This Agreement is made by and between Iteris and Customer that may be a company, organization, educational institution, or agency, instrumentality, or department of the federal/state/municipal government that has purchased a subscription, from either Iteris or an Iteris-authorized reseller, to the IterisPeMS services (“Subscription Services”) and related data made available to Customer through the IterisPeMS platforms (e.g., websites, software applications or proprietary application programming interfaces), except to the extent that this Agreement is specifically modified or superseded by a separate written agreement referencing this Agreement and duly executed by authorized representatives of Iteris and Customer. In order to access and use the Subscription Services subject to this Agreement, Customer must have an active subscription to the Subscription Services purchased under a purchase order, service agreement or contract (an “Order”) specifying the time-period over which access to the Subscription Services is authorized (“Subscription Term”). Customer accepts and agrees to the terms and conditions of this Agreement on Customer’s own behalf and on behalf of each individual (an “End User”) that Customer authorizes to access the Subscription Services for Customer’s internal operations business purposes or, if Customer is a governmental entity, for governmental purposes (the “Purpose”). Customer is responsible for each authorized End User to be bound by and to comply with the terms and conditions of this Agreement. In connection with the Subscription Services, the terms and conditions of this Agreement supersede any conflicting or additional terms and conditions of the Order, and the parties expressly reject any such conflicting and/or additional terms and conditions of the Order.

2.Term; Termination and Effects. Term and Termination. This Agreement will become effective on the date Customer accepts this Agreement or upon Customer’s initial access or use of the Subscription Services, whichever occurs earlier, and continue in effect for the Subscription Term described in the Order, unless earlier terminated in accordance with this Agreement (“Term”). If a party materially breaches or defaults in any of the terms or conditions of this Agreement, then the non-breaching party may give written notice to the defaulting party that if the default is not cured within thirty (30) days this Agreement will be terminated. If the non-defaulting party gives such notice and the default is not cured during the thirty-day period, then non-defaulting party may elect to terminate this Agreement at the end of such cure period. This Agreement may be terminated immediately by a party by giving written notice to the other party in the event of, (a) dissolution, cessation, liquidation or insolvency of the other party; (b) the appointment of a receiver or similar officer for the other party; (c) an assignment by the other party for the benefit of all or substantially all of its creditors; (d) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations; or (e) the filing of a meritorious petition in bankruptcy by or against the other party under any bankruptcy or debtors’ laws for its relief or reorganization. Effect of Termination. Upon the effective date of termination of this Agreement for any reason, the Subscription Term shall terminate and Customer shall immediately discontinue access to and use of the Subscription Services, including any use of any services-related Software and Documentation. Iteris shall have the right upon any termination to cancel Customer’s access to the Subscription Services, invalidate Customer’s corresponding user ID’s and/or passwords, and delete Customer Data in accordance with the Iteris data retention and privacy policy. Obligation for payment of Subscription Services fees accruing prior to the effective date of termination shall survive termination for any reason. Customer acknowledges and agrees that such provisions hereof which, by their context and content, are intended to survive termination or expiration shall so survive, including without limitation, Sections, 1, 2, 4 through 10.

3. License Grant. Subject to the terms and conditions of this Agreement, Iteris grants to Customer a non-exclusive, non-transferable, revocable, limited license during the Subscription Term (i) to access the Subscription Services, as instructed by Iteris; (ii) to access and use Subscription Services-related Iteris proprietary software, applications, and databases (“Software”) and any related documentation for description, use or operation of the Subscription Services and Software (“Documentation”) only in conjunction with the use of the Subscription Services; (iii) to use the derived performance measures, reports, and other outputs of the Subscription Services (“Iteris Data”) solely for the Purpose; and (iv) grant access to the Subscription Services, set forth in (i) through (iii) above, to Customer’s authorized End Users in support of the Purpose. Except for the licenses expressly granted under this Agreement, Iteris (and its applicable licensors) retains all right, title and interest in and to the Subscription Services, Software, Documentation and Iteris Data (collectively “Iteris IP”) is not transferred to Customer.

4. Restrictions and Ownership. Except as expressly provided in this Section 3, or as may otherwise be mutually agreed by Iteris and Customer in a duly executed written agreement, Customer (for itself or through a third party) may not: (a) attempt to decrypt, discover or reverse engineer any Iteris IP or other confidential or proprietary information developed or used by Iteris to provide the Subscription Services; (b) modify, prepare derivative works, translate, reverse engineer, reverse compile, or disassemble the Iteris IP or attempt or assist any third party to do any of the preceding; (c) use or authorize use of the Iteris IP for any purpose not specified in this Agreement; (d) reproduce, rent, lease, sell, sublicense or otherwise transfer or distribute the Subscription Services, or any portion thereof, in any form or medium without the prior written consent of Iteris; (e) allow any third party to resell, sublicense, distribute or otherwise transfer the Subscription Services or Iteris Data for any purpose other than the Purpose, (f) retain any instantiations or derivatives of the Iteris IP in any form after expiration or termination of this Agreement (except state, local, and federal government Customers may continue to use for the Purpose any Iteris Data acquired prior to termination), or (g) use the Subscription Services in any manner which: (i) poses a security risk; (ii) violates any applicable law or regulation; (iii) could disable, overburden, damage, or impair the performance or operation of the Subscription Services or Iteris’ hosting environment; (iv) introduce offensive, harmful, infringing or otherwise inappropriate or illegal content; or (v) poses a liability risk to Iteris. Customer is responsible for any breach of this Agreement by an End User. Iteris (and its applicable licensors) remains sole and exclusively owner of the Iteris IP, including any and all existing and future intellectual property rights therein and thereto. For avoidance of doubt, Iteris IP includes, without limitation, any and all ideas, software, copies, derivatives, changes, feedback, improvements, modifications, enhancements, supplements, additions, corrections, work-arounds, fixes, upgrades, updates, and extensions. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied.

5. U. S. Government Restricted Rights. The Subscription Services and any related Software and Documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States. The “Manufacturer” is Iteris, Inc., 1700 Carnegie Avenue, Suite 100, Santa Ana, California 92705 USA.

6. Customer Data, Privacy Policy, and Third Party Data. (a) Customer Data. Customer’s use of the Subscription Services may require Iteris to use Customer’s or its End Users’ personally identifiable information and non-personally identifiable information (collectively, “Customer Data”). Personally-identifiable information may be provided by Customer to Iteris in the initially setup process to access the Subscription Services (e.g., creating an account). (b) Privacy Policy. If Customer or an End User provides any personally identifiable information to Iteris, including, without limitation, name, telephone number and email address, Iteris will only store and use such personally identifiable information that is needed to verify use of the Subscription Services, to provide the Subscription Services, to respond to requests, and to provide support, Customer service and account maintenance. Iteris does not offer to sell or otherwise sell personally identifiable information. Iteris may also collect and use Customer’s and its End Users’ non-personally identifiable information including, but not limited to, supplemental data used in performance of services, and browser and/or device information. Personally identifiable information that is provided to Iteris for a particular purpose will only be saved and used for that purpose, unless prior express consent is given to allow Iteris to use it for some other purpose. Unless otherwise prohibited in the Order, Iteris may share non-personally identifiable information with third parties, but that information does not include any personally identifiable information. Iteris reserves the right to use or share for any purpose any data provided by Customer on an aggregate, anonymized basis. Iteris does not trade, share, rent, sell or give away personally identifiable information to third parties. In addition, in connection with the Subscription Services provided under this Agreement, Customer acknowledges and agrees to the following Iteris security and privacy measures: (i) authentication and authorization credentials are, as applicable, encrypted during transmission using standard secure socket layer (“SSL”) protocols and certificates are verified and executed by a commercial SSL certificate authority. (ii) Unless otherwise mutually agreed, the Subscription Services is controlled and operated from facilities in the United States of America and Customer personally identifiable information (if any) is logically and physically hosted in the United States of America. (iii) Personally-identifiable information shall be removed when no longer needed or when this Agreement terminates or expires, whichever comes first. (iv) the Subscription Services and any API portion of the Subscription Services will provide authorization capabilities. (v) All personally identifiable information is processed and stored by Iteris in a secured manner that reasonably prevents unauthorized access from internal and external parties. (vi) Iteris uses third party companies, such as Amazon Web Services (”AWS”), to facilitate the Subscription Services as follows: (1) to provide the Subscription Services (or portions thereof) on Iteris’ behalf, and (2) to provide Iteris Subscription Services-related services, including without limitation, data archive storage, authentication, monitoring, analytics, and technical support reporting. (vii) Iteris maintains, at a minimum, a technical infrastructure and internal procedures for provisioning, monitoring, and remediating issues identified through regular monitoring for intrusion and network vulnerability scans. Iteris will promptly remediate security issues it becomes aware of. (c) Google Analytics. Iteris and its partners use various technologies to collect and store information when Customer accesses and uses the Subscription Services that may include using cookies or similar technologies. Iteris uses “Google Analytics” (https://analytics.google.com) and associated tools in connection with the Subscription Services to collect and analyze information about how users use the Subscription Services. Google Analytics collects information such as how often a user visits the Subscription Services, what pages a user visits when a user does so, and information on specific pages and content accessed on the Subscription Services. Iteris uses the information received from Google Analytics to improve the Subscription Services offered to our customers. Google Analytics collects only the Internet Protocol address assigned to a customer on the date such customer initially accesses the Subscription Services, rather than your name or other identifying information. Iteris does not combine the information collected through the use of Google Analytics with personal information. Google Analytics uses cookies to collect standard Internet log information and visitor behavior information in an anonymous form. These cookies are used only by Google, and not by Iteris. Google Analytic’s ability to use and share information collected by Google Analytics about your visits to this website is restricted by the Google Analytics Terms of Use (https://www.google.com/analytics/terms/us.html) and the Google Privacy Policy (https://www.google.com/policies/privacy/). However, Customer can prevent Google Analytics from recognizing Customer’s return access to the Subscription Services by disabling cookies on your browser. Use of the Subscription Services without restricting use of cookies constitutes Customer’s consent to the use, storing and access of cookies on Customer’s computers or devices. (d) Retention Policy. It is Iteris’ policy that Customer Data, as defined in this Section 6, is private and confidential to Customer. The “Retention Period” for Customer Data, except for personally identifiable information, shall be one hundred eighty (180) days unless modified in a duly executed written agreement of Customer and Iteris. Personally identifiable information is destroyed when it is no longer required to provide the Service (e.g. an End User account is closed), or upon Customer or End User request. Iteris shall make a commercially reasonable good faith effort to permanently destroy or render inaccessible Customer Data in Iteris’ and/or in any third party service provider’s possession or control within thirty (30) days after the end of the Retention Period. For the avoidance of doubt, anything that is stored on routine back-up media solely for the purpose of disaster recovery will be subject to destruction in due course, provided that employees are precluded from accessing such information in the ordinary course of business prior to destruction. Notwithstanding the foregoing, latent data such as deleted files, and other non-logical data types, such as memory dumps, swap files, temporary files, printer spool files, and metadata that is generally considered inaccessible without the use of specialized tools and techniques will not be within the requirement for destruction as set forth by this Section 7, but shall remain subject to the confidentiality obligations set forth herein. (e) Third Party Data. All data used by the Subscription Services provided by a third party shall be governed by the ownership provisions of the third party. If Customer provides access to such third party data, it shall be responsible for ensuring that Iteris is granted sufficient rights to provide the Subscription Services using such third party data. If Iteris provides access to such third party data, it shall be responsible for ensuring that both Iteris and Customer are granted sufficient rights in such third party data for the purposes of this Agreement. Both Customer and Iteris agree to abide by such additional terms and conditions applicable to such third party data.

7. Confidentiality. “Confidential Information” means (i) with regard to Customer Data, any non-public information regarding the business of Customer, in whole and in part, (ii) with regard to Iteris, the Iteris IP, feedback and any other non-public information regarding the Subscription Services and business of Iteris, in whole and in part, and (iii) with regard to either party, any other information, ideas, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, software code, software documentation, developments, inventions, lists, trade secrets, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which is designated in writing to be confidential or proprietary, or if disclosed orally or other intangible means, is designated at the time of disclosure as confidential or proprietary. The Parties, each of which may be a “Disclosing Party” or a “Receiving Party” from time to time, agree to disclose the Confidential Information only to their employees, officers, directors, consultants, contractors, affiliates, advisors or agents (collectively, “Representatives”) who have a need-to-know for that purpose and who are bound to confidentiality by this or an equivalent agreement, and to maintain the Confidential Information in confidence using the same degree of care to avoid disclosure thereof as the Receiving Party employs on its own Confidential Information of like importance, but in no case less than reasonable prudent care. In addition, the parties agree that the Receiving Party shall not reverse engineer, disassemble, decompile, or otherwise analyze the design or construction of any equipment, component, or software without the prior written consent of the Disclosing Party. All materials containing Confidential Information provided by the Disclosing Party under this Agreement are and will remain the property of the Disclosing Party. This Agreement shall pose no such confidential obligation upon either party with respect to any portion of the received Confidential Information which: (i) is possessed by the Receiving Party at the time of the disclosure without any obligations of confidentiality as evidenced by written or other tangible records: (ii) is independently developed by the Receiving Party as evidenced by written or other tangible records without use or reference to the Disclosing Party’s Confidential Information; (iii) is hereafter rightfully furnished to the Receiving Party by a third party without restriction on disclosure or subject to confidentiality obligations; (iv) is now, or which hereafter becomes, generally known or available to the public through no act or failure to act by the Receiving Party or in breach of this Agreement; or (v) is released from confidentiality in writing by the Disclosing Party. If the Receiving Party is served a form of process from a court of competent jurisdiction or government agency requiring Receiving Party to disclose any Confidential Information of the Disclosing Party to any third party, the Receiving Party shall immediately notify the Disclosing Party who shall, in addition to the Receiving Party’s efforts, if any, have the right to seek to void such process. Each Party shall cooperate with the other in all efforts to quash such process or otherwise to limit the scope of any required disclosure. In the event that the disclosure of any Confidential Information is compelled, the Receiving Party shall seek an appropriate protective order from the court to limit access to and use of such information. The Receiving Party agrees to promptly return or certify destruction of all copies of any received Confidential Information and of any additional documents in any media containing any of the disclosed Confidential Information upon termination of this Agreement or written request of the Disclosing Party. The obligations to protect Confidential Information recited above shall survive any such termination for a period of three (3) years after the date of termination of this Agreement for any reason, provided, however, any personally identifiable information of the Disclosing Party shall remain subject to the confidentiality obligations contained herein indefinitely.

8. WARRANTY DISCLAIMER. THE SUBSCRIPTION SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND CUSTOMER AGREES TO USE THE SUBSCRIPTION SERVICES AT ITS OWN RISK. ITERIS DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION. ITERIS MAKES NO GUARANTEES REGARDING THE QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, OR USEFULNESS OF THE SUBSCRIPTION SERVICES OR RESULTS OBTAINED THEREFROM. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, ITERIS EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES OF ANY KIND WHATSOEVER, WHETHER STATUTORY, EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. LIMITATION OF REMEDIES AND DAMAGES. IN NO EVENT SHALL ITERIS OR ANY OF ITS AFFILIATES, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “AFFILIATES”) BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE LICENSED SOFTWARE OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. Miscellaneous. Customer shall not assign or delegate its rights under this Agreement without the prior written consent of Iteris. Any attempt by Customer to assign its rights or delegate its duties in contravention of the preceding sentence shall be void from the beginning. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties. Customer will comply with all applicable U.S. and foreign export laws and regulations and acknowledges that the Iteris IP may be subject to U.S. Export Administration Regulations. This Agreement is the entire understanding of the parties regarding the subject matter; any modification must be in a writing duly executed by authorized representatives of the parties. If Customer is a governmental body or agency, this Agreement shall be governed by and construed according to the laws of the state in which Customer is located without regard to the state’s principles of conflict of laws. If Customer is not a governmental body or agency, this Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U.S.A, without regard its principles regarding conflicts of laws and the parties agree that all disputes hereunder are subject to the exclusive jurisdiction of and venue in the federal and state courts of Orange County, CA. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement. The parties acknowledge that Iteris IP has competitive, unusual and extraordinary value and proprietary nature, and that the prospective breach of any provision of this Agreement by Customer may cause Iteris substantial and irreparable harm, for which remedies available at law may be inadequate. Notwithstanding anything otherwise to the contrary herein, Iteris shall be entitled to seek equitable relief in any court of competent jurisdiction to protect its intellectual property rights that are the subject matter of this Agreement without prejudice to any other relief available at law, in equity or otherwise. The parties hereunder are independent contractors. This Agreement does not create any joint venture, fiduciary, agency or partnership relationship. All notices in connection with this Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mail, postage prepaid, certified or registered, return receipt requested, and addressed either to Customer or to Iteris at the addresses specified in this Agreement, or to such other address as a party may designate pursuant to this notice provision.