Effective Date: January 1, 2025
This SpeedEDGE Solutions Terms of Service ("Agreement") is entered into by and between SpeedEDGE Solutions ("SpeedEDGE", "we", "us", "our") and the entity or person accessing or using our autonomous driving and ADAS solutions ("Customer", "you", "your"). This Agreement consists of the terms and conditions set forth below and any Service Agreement or Order Form. The "Effective Date") of this Agreement is the date which is the earlier of (a) Customer's initial access to the Services through any online provisioning, registration or order process or (b) the Effective Date of the first Service Agreement. This Agreement will govern Customer's initial engagement on the Effective Date as well as any future services that reference this Agreement. SpeedEDGE may modify this Agreement from time to time as permitted in Section 13 (Amendment).
Capitalized terms shall have the meanings set forth in Section 1, or in the section where they are first used.
1.1 "ADAS" means Advanced Driver Assistance Systems, including but not limited to collision avoidance, lane departure warning, adaptive cruise control, and other safety and automation technologies.
1.2 "Autonomous Driving (AD) Solutions" means software, hardware integration, and services related to self-driving vehicle technologies, including but not limited to sensor fusion, path planning, and decision-making algorithms.
1.3 "Documentation" means the technical materials, specifications, user guides, and implementation manuals made available by SpeedEDGE to Customer describing the use and operation of the Services.
1.4 "Fleet Management Services" means SpeedEDGE's proprietary platforms for monitoring, optimizing, and managing vehicle fleets, including real-time analytics, performance monitoring, and over-the-air update capabilities.
1.5 "Service Agreement" means a document signed by both Parties identifying the specific Services to be provided by SpeedEDGE pursuant to this Agreement, including scope, timeline, and technical specifications.
1.6 "Services" means SpeedEDGE's autonomous driving solutions, ADAS integration services, fleet management platforms, cybersecurity solutions, sensor and SoC selection consulting, vendor optimization services, and related software, hardware, and consulting services.
1.7 "System on Chip (SoC)" means integrated circuits that incorporate most or all components of a computer or electronic device, specifically those used in automotive applications for processing sensor data and executing autonomous driving algorithms.
1.8 "Vehicle Data" means data collected from vehicles including but not limited to sensor readings, performance metrics, location information, operational statistics, and diagnostic information, subject to applicable privacy and data protection laws.
2.1 Services License SpeedEDGE hereby grants Customer a non-exclusive, non-transferable license during the Term to: (a) use the Services for Customer's internal business purposes in accordance with the Documentation and applicable Service Agreements, (b) integrate ADAS solutions into Customer's vehicle systems as specified in the Service Agreement, and (c) access and use fleet management platforms and analytics tools provided by SpeedEDGE. Customer acknowledges that the Services involve complex automotive technologies that require proper implementation and ongoing maintenance.
2.2 Implementation and Support SpeedEDGE will provide Customer with necessary technical documentation, integration protocols, and support services to implement the Services. Customer will work closely with SpeedEDGE's technical team during implementation phases and will provide necessary access to vehicle systems, testing environments, and technical personnel as required for successful deployment of the Services.
3.1 Compliance and Safety Customer acknowledges that autonomous driving and ADAS technologies involve safety-critical systems. Customer agrees to: (a) comply with all applicable automotive industry standards, regulations, and safety requirements, (b) conduct appropriate testing and validation of integrated systems, (c) maintain proper cybersecurity measures for connected vehicle systems, and (d) ensure that all operators and users receive adequate training on the Services.
3.2 Data and System Security Customer is responsible for maintaining the security and integrity of its vehicle systems, networks, and data. Customer will implement and maintain appropriate cybersecurity measures consistent with automotive industry best practices and will promptly notify SpeedEDGE of any security incidents or breaches that may affect the Services.
4.1 SpeedEDGE IP SpeedEDGE retains all rights, title, and interest in and to the Services, including all intellectual property rights in SpeedEDGE's algorithms, software, methodologies, and know-how. Customer acquires no ownership rights in the Services beyond the limited license granted herein.
4.2 Customer Data Customer retains ownership of Vehicle Data and other data provided to SpeedEDGE. Customer grants SpeedEDGE a limited license to use such data solely for providing the Services and for improving SpeedEDGE's technologies, subject to applicable privacy laws and confidentiality obligations.
5.1 Performance Warranty SpeedEDGE warrants that the Services will perform substantially in accordance with the Documentation and applicable Service Agreements. However, Customer acknowledges that autonomous driving and ADAS technologies are rapidly evolving fields with inherent complexities and limitations.
5.2 Disclaimers EXCEPT AS EXPRESSLY SET FORTH HEREIN, SPEEDEEDGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPEEDEEDGE DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL DEFECTS WILL BE CORRECTED.
IN NO EVENT SHALL SPEEDEEDGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE, EVEN IF SPEEDEEDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPEEDEEDGE'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SPEEDEEDGE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Customer acknowledges that autonomous driving and ADAS technologies are subject to various regulatory requirements that may vary by jurisdiction. Customer is responsible for ensuring compliance with all applicable laws, regulations, and industry standards in the jurisdictions where the Services will be deployed.
This Agreement shall commence on the Effective Date and continue until terminated by either party with thirty (30) days written notice. Upon termination, Customer's right to use the Services shall cease, and both parties shall return or destroy confidential information of the other party.
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where SpeedEDGE's principal place of business is located, without regard to conflict of law principles.
For questions regarding these Terms and Conditions, please contact:
SpeedEDGE Solutions
Email: legal@speededgesolutions.com
Phone: +1-212-456-7890
Address: Global Operations Hub
These Terms and Conditions were last updated on January 1, 2025. SpeedEDGE reserves the right to modify these terms at any time, with changes effective immediately upon posting on our website or other notification to Customer.
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