Terms of Service

Agreeing to these Terms

These Terms form a binding agreement between Currux Vision LLC ("Currux Vision," "we," "us") and the Customer identified on the applicable purchase order, quote, subscription agreement or invoice (each, an "Order"). If you accept these Terms, place an Order, or access or use the Platform on behalf of an agency, municipality, department of transportation or company, you represent that you have the authority to bind that organization to these Terms.

Every Currux Vision quote, Order confirmation and invoice is issued subject to these Terms, which are incorporated into each Order by reference. Customer accepts these Terms by accepting a quote, issuing a purchase order, paying an invoice, accepting these Terms on the Platform's sign-in screen, or installing, accessing or using the Platform. Any terms in a Customer purchase order or other Customer document that add to or conflict with these Terms are rejected and have no effect unless included in a written agreement signed by both parties.

Where Currux Vision and Customer have executed a separate written agreement covering the same subject matter — such as a master services agreement, government procurement contract, or negotiated enterprise agreement — the terms of that signed agreement control over these Terms to the extent of any conflict.

What Currux Vision provides

Currux Vision designs, manufactures and supports AI-based edge hardware (including the Gen 3 Plus AI Edge Server and related units) and companion software — including Sophia AI, the Digital Twin, camera-agnostic detection models, and cabinet-ready actuation over NTCIP and SDLC — for vehicle, pedestrian and bicyclist detection, real-time intersection and corridor management, and Vision Zero safety analytics.

The Platform is sold and licensed as a combination of physical hardware (governed by the applicable hardware warranty and the Order under which it was purchased) and software delivered on that hardware or accessed through a Currux Vision dashboard, portal or API (licensed, not sold, as described in Section 04). Specific features, service levels and support terms may vary by Order, product tier or subscription plan; where they do, the applicable Order controls.

Orders, pricing and payment

Each Order — whether a purchase order, quote, or invoice accepted by Customer — is incorporated into these Terms by reference and describes the hardware, software subscriptions, quantities, pricing, delivery terms and any applicable service level. Orders are binding once accepted in writing by Currux Vision.

• Payment. Amounts are due as stated on the applicable Order or invoice. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and may result in suspension of software services (not hardware ownership) until resolved.
• Taxes. Prices exclude applicable sales, use and similar taxes unless the Order states otherwise; Customer is responsible for such taxes except taxes on Currux Vision's net income.
• Subscriptions. Software and cloud-connected features billed on a subscription basis renew for successive terms matching the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the then-current term ends, or the applicable Order states a different renewal process.
• Government procurement. Where an Order is issued under a government purchasing contract, cooperative agreement or similar vehicle, the terms of that vehicle govern payment, invoicing and appropriations to the extent required by applicable law, with these Terms applying to all other matters.

License grant and ownership

Subject to these Terms and full payment of applicable fees, Currux Vision grants Customer a limited, non-exclusive, non-transferable license to use the Platform's software solely for Customer's own internal transportation management, safety and operations purposes, on the hardware and at the site(s) identified in the applicable Order.

Currux Vision and its licensors retain all right, title and interest in and to the Platform, including all software, firmware, detection models, documentation, and the Currux Vision name, logo and other trademarks. Nothing in these Terms transfers ownership of any Currux Vision intellectual property to Customer. Customer may not reverse engineer, decompile, resell, sublicense, or use the Platform to build a competing product, except to the extent such a restriction is prohibited by applicable law.

Purchased hardware is owned by Customer upon full payment, subject to any security interest disclosed on the applicable Order; the software and firmware embedded in or delivered with that hardware remain licensed, not sold, as described above.

Who owns the data, and how we handle it

Data collected at Customer's intersections and roadways through the Platform — including detection events, counts, video and derived analytics ("Customer Data") — belongs to Customer, not to Currux Vision. Currux Vision does not sell Customer Data to third parties.

Currux Vision may access and process Customer Data as needed to provide, support, secure and improve the Platform, including model training and retraining for Customer's own deployment under an active AI+ Model Training subscription, and may use de-identified or aggregated data that does not identify Customer or any individual for general product improvement and benchmarking. Currux Vision will maintain reasonable administrative, technical and physical safeguards designed to protect Customer Data, consistent with the sensitivity of the data involved and applicable law.

The Platform can operate fully on-device without an internet connection; where Customer elects to use cloud-connected features, this section applies to the data those features transmit. Where Customer is a government body subject to public records, open meetings or similar transparency laws, Customer is responsible for determining how those laws apply to Customer Data in Customer's possession.

Protecting Currux Vision's confidential information

"Confidential Information" means non-public information Currux Vision discloses to Customer, including pricing, quotes and proposals, technical documentation and Technical Resources portal content, training materials, product roadmaps, and the algorithms, models, structure, organization and source code of the software, which are valuable trade secrets of Currux Vision. Confidential Information does not include information that is or becomes public through no fault of Customer, was lawfully known to Customer before disclosure, or is independently developed by Customer without use of Currux Vision's information.

Customer will use Confidential Information only to evaluate, purchase and operate the Platform, will protect it with at least reasonable care, and will share it only with its employees and contractors who need it for those purposes and are bound by obligations at least as protective as these.

Public records requests. Where Customer is subject to the Texas Public Information Act or a similar public-records law, Customer will, to the extent permitted by that law, promptly notify Currux Vision of any request that may cover Confidential Information and give Currux Vision the opportunity to assert any applicable exception before disclosure. Currux Vision may mark proprietary materials as confidential, and Customer will treat information so marked, or that a reasonable person would understand to be confidential, as Confidential Information.

Using the Platform responsibly

Customer agrees not to, and not to permit any third party to:

• Use the Platform for facial recognition, license plate recognition, or any purpose beyond the vehicle, pedestrian and bicyclist detection and traffic management purposes for which it is designed;
• Circumvent, disable or interfere with any security, licensing or access-control feature of the hardware or software;
• Use the Platform in a manner that violates applicable law, including traffic, surveillance, or public-records law applicable to Customer's jurisdiction;
• Resell, rent, lease or provide the Platform to any third party outside Customer's own organization without Currux Vision's prior written consent; or
• Misrepresent Platform-derived data as independently verified when Currux Vision has flagged it as degraded, miscalibrated or under maintenance.

Cameras, controllers and connected infrastructure

The Platform is camera-agnostic and designed to integrate with Customer's existing IP, analog and fisheye cameras, NEMA-compliant signal controllers, and, where applicable, roadside unit (RSU) platforms for connected-vehicle applications. Currux Vision is not responsible for the performance, security or availability of third-party hardware, networks or software that Currux Vision does not control, including Customer's own cameras, controllers, network infrastructure or RSUs, except to the extent a defect in the Currux Vision Platform itself is the cause.

Who is responsible for the roadway

The Platform is a detection, actuation and decision-support tool. It does not replace the professional engineering judgment of Customer's traffic engineers, Customer's own safety design, or Customer's obligations under the Manual on Uniform Traffic Control Devices (MUTCD) and other applicable standards. Customer retains sole responsibility for the operation of its traffic signal system and roadways, including:

• Signal timing plans, controller configuration, minimum and maximum green times, clearance intervals and pedestrian timing;
• Detector-failure, recall and other fail-safe settings on its controllers, which Customer must configure and maintain so that intersections operate safely if detection, power, network or the Platform is unavailable;
• Reviewing and approving timing recommended or applied by adaptive and signal timing optimization features, including the limits and restrictions Customer sets for them;
• Installation, mounting, power, network and maintenance of cameras and cabinet equipment in accordance with Currux Vision's documentation, using qualified personnel; and
• Promptly reporting suspected malfunctions to Currux Vision and not relying on detection or data the Platform flags as degraded, miscalibrated or under maintenance.

Safety features — including near-miss analytics, Red Extension, pedestrian and bicycle detection, wrong-way detection and connected-vehicle warnings — are supplemental aids that reduce, but cannot eliminate, risk. Currux Vision does not guarantee that the Platform will detect every road user or event, or prevent any collision, injury or property damage.

Hardware warranty, software warranty and disclaimer

Currux Vision hardware is covered by the limited hardware warranty stated in the applicable Order or warranty documentation provided at the time of purchase, including Currux Vision's commitment to in-house repair and local warranty support.

Software limited warranty. Unless otherwise agreed in writing by Currux Vision, at the time of delivery and for a period of thirty (30) days thereafter, Currux Vision warrants that (i) the software will conform, in all material respects, to the functional capabilities described in its documentation when used as instructed with the specifically identified hardware; (ii) the documentation contains the information necessary to use the software; and (iii) the media on which the software is supplied will be free from defects in material and workmanship. This warranty is extended to Customer only, and only for the Platform's intended purpose, and is void if any non-conformity results from accident, abuse, misuse, misapplication, modification or other breach of these Terms. Currux Vision's entire liability, and Customer's exclusive remedy, under this warranty is for Currux Vision to use reasonable efforts to repair, modify or replace the software, or to provide a workaround, within a commercially reasonable time so that the software conforms, in all material respects, to the functional capabilities described in its documentation.

Except for the express hardware warranty, the software limited warranty above, and any express warranties stated in a signed agreement, Currux Vision and its suppliers disclaim all other warranties, whether express, implied or statutory, including implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising out of course of dealing or usage of trade. No advice or information, whether oral or written, obtained from Currux Vision or elsewhere creates any warranty not expressly stated in these Terms.

Currux Vision's detection accuracy figures reflect validated internal testing across a broad set of deployment sites and conditions; they are not a guarantee of accuracy at any specific intersection, camera or point in time, which can be affected by factors outside Currux Vision's control such as camera placement, lighting, obstruction and third-party network conditions.

Limits on damages

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits, revenue, data or goodwill, arising out of or related to these Terms or the Platform, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Currux Vision's total aggregate liability arising out of or related to these Terms and the Platform will not exceed one thousand U.S. dollars (US$1,000.00). This limitation applies even if any limited remedy specified in these Terms fails of its essential purpose, and does not apply to a party's gross negligence or willful misconduct, or liability that cannot be limited under applicable law. Nothing in this section limits liability in a manner prohibited under applicable public-procurement or government-contracting law.

Time to bring claims. To the extent permitted by applicable law, any claim or cause of action by Customer arising out of or related to these Terms or the Platform must be brought within two (2) years after the claim or cause of action accrues, or it is permanently barred.

Indemnification

To the extent permitted by applicable law, Customer will defend and indemnify Currux Vision against any third-party claim arising from (a) Customer's misuse of the Platform in violation of Section 07; (b) Customer Data; or (c) Customer's operation of its traffic signal system, including signal timing, controller configuration and fail-safe settings, and Customer's decisions made using the Platform, in each case to the extent caused by Customer's own acts or omissions.

Where applicable law prevents a government Customer from agreeing to indemnify Currux Vision, clauses (a)–(c) above instead allocate responsibility between the parties: each party remains responsible for claims to the extent caused by its own acts or omissions, and nothing in these Terms makes Currux Vision responsible for Customer's operational decisions described in Section 09.

Term, suspension and termination

These Terms remain in effect for as long as Customer has an active Order or continues to use the Platform. Once accepted by Currux Vision, an Order is non-cancellable and may not be terminated by Customer. Currux Vision may terminate an Order for Customer's uncured material breach upon thirty (30) days' written notice, or immediately upon Customer's insolvency. Currux Vision may suspend cloud-connected software features for non-payment after written notice and a reasonable opportunity to cure, without affecting Customer's ownership of purchased hardware or the hardware's ability to operate fully on-device.

No refunds. All Orders are final and non-refundable. Fees paid or payable for hardware, software licenses, subscriptions and services are not refunded, in whole or in part, including upon termination or expiration of an Order or these Terms, except where a refund is required by applicable law.

Sections that by their nature should survive termination — including Sections 04, 05, 06, 09, 10, 11, 12, 15 and 17 — survive any termination or expiration of these Terms.

Compliance, standards and export control

Customer is responsible for confirming that its own use of the Platform complies with applicable procurement, traffic-control and public-safety regulations in its jurisdiction.

Customer may not export, re-export or transfer the Platform in violation of U.S. export control or economic sanctions laws, and represents that it is not located in, or ordinarily resident in, a country or region subject to comprehensive U.S. sanctions, and is not a party denied U.S. export privileges.

Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles, except that an Order issued by a government Customer under a procurement code requiring a different governing law will be governed by that law as to that Order. The state and federal courts located in Harris County, Texas have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to personal jurisdiction there, except where applicable law requires disputes with a government Customer to be brought in a different forum.

How we update these Terms

Currux Vision may update these Terms from time to time to reflect changes to the Platform, our practices, or applicable law. Updated Terms take effect when posted at currux.vision/terms with a new Effective Date. Continued use of the Platform after an update takes effect constitutes acceptance of the revised Terms; where a signed agreement governs Customer's use, changes to these Terms do not modify that agreement unless it says otherwise.

General provisions

Force majeure. Currux Vision is not liable for delay or failure to perform caused by events beyond its reasonable control, including natural disaster, labor dispute, or supply chain disruption affecting hardware components.

Assignment. Neither party may assign these Terms without the other's written consent, except Currux Vision may assign these Terms in connection with a merger, acquisition or sale of substantially all its assets.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

Entire agreement. These Terms, together with any applicable Order and any signed agreement referenced in Section 01, constitute the entire agreement between the parties regarding the Platform, superseding any prior proposals or agreements on the same subject.

Questions about these Terms

For questions about these Terms, an active Order, or a government procurement vehicle, contact Currux Vision at: