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.

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.

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.

Hardware warranty and software 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. Except for that express hardware warranty and any express warranties stated in a signed agreement, the Platform, including all software, is provided "as is" and "as available," without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

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 the amounts actually paid by Customer to Currux Vision for the Platform giving rise to the claim in the twelve (12) months preceding the event giving rise to liability. This limitation does not apply to Currux Vision's indemnification obligations under Section 10, 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.

Indemnification

Currux Vision will defend Customer against any third-party claim alleging that the Platform, as provided by Currux Vision and used in accordance with these Terms, infringes that third party's U.S. patent, copyright or trademark, and will indemnify Customer against damages finally awarded as a result, provided Customer promptly notifies Currux Vision of the claim and allows Currux Vision to control its defense.

Customer will defend and indemnify Currux Vision against any third-party claim arising from Customer's misuse of the Platform in violation of Section 06, or from Customer Data, to the extent caused by Customer's own acts or omissions.

Term, suspension and termination

These Terms remain in effect for as long as Customer has an active Order or continues to use the Platform. Either party may terminate an Order for the other party's uncured material breach upon thirty (30) days' written notice, or immediately upon the other party'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.

Sections that by their nature should survive termination — including Sections 04, 05, 08, 09, 10, 13 and 15 — survive any termination or expiration of these Terms.

Compliance, standards and export control

Currux Vision hardware is engineered, manufactured and serviced in Houston, Texas, and Currux Vision represents that its NEMA TS2 Type 2-compliant products meet the applicable Buy America / Build America requirements described in the applicable Order or product documentation as of the date of that Order. 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. We will post the updated Terms with a new Effective Date, and material changes affecting an active Order will be communicated to Customer directly. 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. Neither party is 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: