1. Parties
These Terms & Conditions ("Terms") govern access to and use of the Traffic Signal AI Assistant ("Service") provided by Integrated Transportation Solutions, LLC ("ITS," "we," "us," or "our") to the subscribing customer ("Customer," "you," or "your").
2. Definitions
3. License Grant & Restrictions
3.1 Single-Seat License. Each paid License authorizes one (1) natural person to access the Service.
3.2 No Credential Sharing. Credential Sharing, resale, or simultaneous log-ins is strictly prohibited.
3.3 Enforcement & Forfeiture. If ITS reasonably determines Credential Sharing has occurred: (a) The License terminates immediately without refund; (b) Any introductory or volume discounts are revoked; (c) Reinstatement requires pre-payment of the then-current full MSRP per user; and (d) Repeated violations may lead to permanent suspension for the Customer's entire organization.
4. Fees, Billing & Renewal
4.1 Annual Fee. License fees are due in advance for each 12-month term.
4.2 Promotional & Charter Pricing. Introductory, promotional, or "Charter Member" rates apply only to the term(s) expressly stated at the time of purchase. Upon expiration of the promotional period, Licenses renew at then-current standard rates unless otherwise agreed in writing.
4.3 Auto-Renewal. Unless cancelled in writing 30 days before term-end, Licenses renew at exiting rates, unless scheduled otherwise.
4.4 Late or Failed Payment. We may suspend access on overdue amounts.
5. Acceptable-Use Policy
Customer agrees not to:
6. Intellectual-Property Rights
6.1 ITS Property. All software, models, and related documentation remain the exclusive property of ITS. Customer receives only the limited rights expressly granted herein.
6.2 Customer Data Ownership. Customer retains all right, title, and interest in any data, queries, or content submitted to the Service. ITS claims no ownership of Customer-submitted content and will not use such content for purposes unrelated to providing the Service without Customer's prior written consent.
7. Professional & Safety Disclaimer
7.1 Informational Tool Only. The Service is an informational and educational reference tool. It does not constitute professional engineering advice, licensed design work, or a substitute for compliance review under the MUTCD, FHWA guidelines, or applicable state and local standards.
7.2 Field Responsibility. All signal timing, design, maintenance, and operational decisions made in the field remain the sole responsibility of the qualified end user and their employing agency or organization. ITS assumes no liability for actions taken or omitted based on Service output.
7.3 Verification Required. Customer agrees to independently verify all information obtained through the Service against applicable codes, standards, manufacturer specifications, and sound professional judgment before applying it in any operational context.
8. Data Privacy & Security
8.1 Minimal Storage. The Service uses session-based memory; conversations are not retained after the user selects "Clear."
8.2 No Sensitive PII. Customer shall not input Social Security numbers, credit-card data, HIPAA-protected information, or other sensitive personal data.
9. Service Levels & Support
9.1 Target Uptime. ITS targets 99% monthly uptime but provides the Service "as-is" without warranty of uninterrupted access.
9.2 Support Hours. Email support — Monday to Friday, 09:00AM–5:00PM ET (excluding U.S. federal holidays); response goal: next business day.
10. Warranty Disclaimer
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ITS DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, THAT OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICE WILL MEET CUSTOMER'S PARTICULAR REQUIREMENTS.
11. Indemnification
11.1 Customer Indemnification. Customer agrees to indemnify, defend, and hold harmless ITS, its officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to: (a) Customer's use of the Service; (b) any field decisions, designs, or operational actions taken in reliance on Service output; (c) Customer's violation of these Terms; or (d) Customer's violation of any applicable law or regulation.
11.2 Survival. This indemnification obligation shall survive any termination or expiration of these Terms.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ITS'S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL ITS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, REVENUE, PROFITS, OR PROPERTY DAMAGE ARISING FROM USE OF THE SERVICE.
13. Termination & Suspension
13.1 By Customer. You may terminate at any time; fees are non-refundable.
13.2 By ITS. We may suspend or terminate access immediately for: (a) material breach, (b) legal or security risk, or (c) non-payment.
14. Governing Law & Dispute Resolution
These Terms are governed by the laws of the State of Florida, excluding conflict-of-law rules. Any dispute shall be resolved by binding arbitration in Polk County, FL under the Commercial Arbitration Rules of the AAA.
15. Modifications to Terms
We may modify these Terms with 30 days' written notice delivered to the email address associated with Customer's account. Continued use after the effective date constitutes acceptance of the modified Terms.
16. Authority & Representations
By agreeing to these Terms, Customer represents and warrants that: (a) they are at least 18 years of age; (b) they have the legal authority to bind themselves and, if applicable, their organization to these Terms; and (c) all registration information provided is accurate and complete.
17. Export-Control Compliance
Customer represents they are not located in, under control of, or a national of any country subject to U.S. export restrictions and will not use the Service in violation of such laws.
18. Force Majeure
Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, wars, labor disputes, or third-party cloud outages.
19. Entire Agreement & Severability
These Terms constitute the entire agreement between the parties and supersede all prior proposals and communications. If any provision is held unenforceable, the remainder shall remain in effect.
By making your purchase, "I AGREE," you acknowledge that you have read, understood, and accept these Terms.
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