Cyvl Transportation
Infrastructure
Platform
for
City
of
Bakersfield,
CA
March 4, 2026
Prepared for: City of Bakersfield, CA Attn: Paul Archer, P.E. Assistant Public Works Director 1600 Truxtun Ave, Bakersfield, CA 93306 Prepared by: Cyvl, Inc. Jack Adams Senior Account Executive 76 School Street Somerville, MA 02143
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Executive Summary
Cyvl (www.cyvl.com) is a Boston based technology company that modernizes infrastructure management by integrating advanced geospatial solutions, artificial intelligence
(AI),
and
cloud-based
technologies.
We
empower
over
200
engineering
firms
and
government
agencies
to
efficiently
manage
physical
assets,
enhancing
efficiency,
accuracy,
and
sustainability
for
their
roadway.
How Cyvl Works:
● Data Collection: Our plug-and-play sensor system, mountable to any vehicle, captures
precise
infrastructure
data
using
LiDAR,
GPS,
and
high-res
cameras
● AI Processing: Collected data is uploaded to our cloud-based platform, where our
AI
algorithms
analyze
and
extract
actionable
insights,
detecting
and
classifying
infrastructure
assets
and
their
conditions.
● Centralized Dashboard: Users access a comprehensive GIS platform for real-time
visualization,
reporting,
and
decision-making,
facilitating
efficient
infrastructure
management.
● Seamless Integration: Cyvl's solutions are compatible with existing tools like Esri's
ArcGIS,
Cartegraph,
and
Civil
3D,
ensuring
smooth
integration
into
current
workflows.
Problems We Solve:
● Streamlining Manual Workflows: By automating data collection and analysis, Cyvl
reduces
the
time
and
labor
associated
with
traditional
infrastructure
assessments.
● Optimizing Resource Allocation: Accurate, AI-driven insights enable better decision-making
for
maintenance
and
repairs,
extending
the
lifespan
of
infrastructure
assets.
● Scales Company Wide: Cyvl's cloud-based system efficiently handles extensive
data,
accommodating
projects
of
varying
sizes
and
complexities
while
working
seamlessly
across
all
teams
and
departments.
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Overview
Cyvl, Inc. is a leading provider of digitization and analytics solutions for transportation
engineering
firms
and
government
agencies.
Cyvl’s
technology
has
been
utilized
in
200+
government
agencies
and
dozens
of
leading
engineering
consulting
firms.
is seeking a technology partner to streamline roadway data collection, enhance integrations,
and
support
grant
applications
for
infrastructure
projects.
We
prioritize
efficiency,
accuracy,
and
ease
of
use
and
focus
on
leveraging
Cyvl’s
technology
to
gain
a
competitive
edge
on
transportation
projects.
● Efficient and Comprehensive Infrastructure Digitization ● Ability to Extract Conditions, Locations, and Insights ● Integration into Existing Workflows and Softwares Bakersfield’s Needs
Based on our meetings, here is what we understand to be your needs.
Need Desired Outcome
Automated Evaluation ● An automated way of collecting unbiased, standardized, and highly accurate data of pavements. 24/7 AI Infrastructure Assistant
● A dedicated AI-powered virtual agent that operates around the clock to handle public infrastructure questions. ● It leverages municipal data and helps with real-time updates—boosting service responsiveness, staff efficiency, and resident satisfaction.
Document Writing & Planning
● Leveraging high-fidelity asset scans to document data-rich plans, priorities, and budgets, built on defensible, field-verified
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insights. ● Integrated into GIS platforms, these documents streamline collaboration, satisfy audit standards, and guide strategic decision-making.
Maps and GIS Reports ● Being able to use this data generate reports and to have a centralized view of their data Budget Planning Tools ● Part of the AI Assistant ● Helping budget for future road projects Annual 360° Street View ● Yearly mobile-mapped panoramic imagery along entire street networks ● Updated Googler street view 3D LiDAR Point Clouds ● High-density 3D representations of the entire city/town/municipality ● Provided in LAZ files ASTM PCI / PASER Pavement Analysis
● A detailed, visual survey method standardized under ASTM. Record distress types, severity, and extent in specific pavement areas, convert them into deduct values, and calculate a score from 0 (failed) to 100 (new).
Distress Quantity & Severity ● We quantify both how much distress exists and how severe it is ● Integrate those metrics into indices to guide efficient, prioritized pavement management.
Bakersfield 3-year plan
● 24/7 AI Infrastructure Assistant ● Document Writing & Planning ● Build Maps & GIS Reports ● Upload Geospatial Data & Docs ● Dynamic Pavement Management Plan ● Continuous Road Condition Monitoring ● Fresh 360° Street View ● ASTM PCI / PASER Pavement Analysis ● Pavement Distress Quantity & Severity
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Cyvl’s Solution
Cyvl’s end-to-end solution makes it easy for any user to digitize transportation infrastructure
quickly,
safely,
and
cost
effectively.
How It Works 1. You map infrastructure with the Cyvl Sensor a. LiDAR, High-resolution 360 Imagery, GPS + RTK Corrections b. Plug-and-play with any vehicle c. No technical experience required to operate
2. Cyvl extracts infrastructure data with our proprietary AI a. Imagery is used to classify assets and their attributes b. LiDAR is used to locate assets (latitude, longitude) and perform measurements
(length,
width,
height,
etc.)
c. + / - 2 cm local accuracies for laser scans
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3. Deliverables are available for download via the Cyvl web platform a. GIS shapefiles, 3D laser scans, and more can be downloaded and integrated
into
existing
softwares
like
Esri
and
Autodesk.
b. Georeferenced “Street View” Imagery is hosted by Cyvl to allow for virtual
field
visits
for
QA/QC
as
the
project
continues
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CYVL ORDER FORM
Customer Name : City of Bakersfield, CA Customer Contact Name: Paul Archer, P.E.
Customer Address : 1600 Truxtun Ave, Bakersfield, CA 93306 Customer Phone : (661) 326-3767 Customer E-Mail : PArcher@bakersfieldcity.us Software Platform: Cyvl’s cloud-based, AI-powered digital-twin infrastructure-management solution (with its web-based software-as-a-service platform, the “ Platform ”) and the services provided in connection with the Platform shall incorporate the feature of The Works for 1-3 years (as outlined below). Feature Set: Advanced: Year 1-3 ● 24/7 AI Infrastructure Assistant ● Document Writing & Planning ● Maps & GIS Reports ● Upload Geospatial Data & Docs ● Dynamic Pavement Management Plan ● Continuous Road Condition Monitoring ● Fresh 360° Street View (optional to remove for legal reasons) ● ASTM PCI / PASER Pavement Analysis ● Pavement Distress Quantity & Severity Sensor Fee : $0, waived One-Time Implementation Sensor Fee : $0, waived Year One Annual Fee : $87,078 Year Two Annual Fee : $87,078 Year Three Annual Fee : $87,078 Total Fees for Term : $261,234 Number of Admins : Unlimited Number of Guests : Unlimited Term : 3 years Start Date : Upon Signing
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This Customer Agreement, effective as of the Effective Date (as defined below), is entered into by and between,
Cyvl,
Inc.,
a
Delaware
corporation(“
Cyvl
”)
and
the
customer
set
forth
above
(the
“
Customer
”).
By
signing
this
signature
page,
Cyvl
and
Customer
hereby
agree
to
be
bound
by
the
Customer
Agreement,
which
is
comprised
of
the
Order
Form,
this
signature
page,
and
the
Customer
Terms
and
Conditions
(collectively,
the
“
Agreement
”).
This
Agreement
shall
be
effective
upon
the
earlier
of
the
date
of
the
last
signature
below,
or
the
date
of
Customer’s
first
use
of
or
access
to
the
Services
(“
Effective
Date
”):
CYVL, INC. Signature _______________________________ Name _______________________________ Title _______________________________ Date _______________________________ Bakersfield, CA Signature _______________________________ Name _______________________________ Title _______________________________ Date _______________________________
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CUSTOMER TERMS AND CONDITIONS THESE CUSTOMER TERMS AND CONDITIONS (“ T&Cs ”) set forth the terms and conditions pursuant to
which
Cyvl
provides
the
Customer
with
access
to
and
the
use
of
Cyvl’s
proprietary
Cyvl
Data
Collection
Sensor
(collectively
with
any
related
hardware,
the
“
Sensor
”)
and
the
Platform
(the
Sensor
and
the
Platform
and
any
services
provided
by
Cyvl
to
Customer
in
connection
therewith,
including
but
not
limited
to
artificial
intelligence
services,
collectively,
the
“
Services
”).
Acceptance
of
the
Order
Form
or
Customer’s
purchase
of
Services
or
use
of
or
access
to
the
Services
shall
constitute
Customer’s
unconditional
acceptance
of
this
Agreement
(which
includes
the
Order
Form,
these
T&Cs,
and
the
Cyvl
AI
Services
Addendum
(“
AI
Addendum
”),
and
any
additional
Schedules
or
attachments
thereto).
By
indicating
acceptance
of
this
Agreement
or
by
otherwise
using
the
Services,
Customer
is
entering
into
a
legally
binding
agreement
with
Cyvl.
The
individual
user
accepting
these
Terms
and
Conditions
on
behalf
of
an
organization
represents
that
such
user
has
the
right
to
bind
such
organization
to
this
Agreement.
Any
Customer
who
does
not
agree
to
these
Terms
and
Conditions
must
not
use
the
Services.
1. Provision of the Services . 1.1. During the Term (as defined below) and subject to the terms of this Agreement, Cyvl will use commercially
reasonable
efforts
to
provide
Customer
the
Services
and
reasonable
technical
support
services
in
accordance
with
Cyvl’s
standard
practices
and
related
documentation
for
the
Platform.
1.2. In order to access and use the Platform, Customer is responsible at its own expense for obtaining its
own
internet
access
and
software
required
therefor.
Customer
is
also
responsible
for
any
hardware
required
to
use
the
Services,
including
the
requisite
Sensor(s),
and
the
proper
installation
thereof,
pursuant
to
the
specifications
(the
“
Service
Specifications
”)
and
instructions
provided
by
Cyvl
on
the
Platform
or
on
the
applicable
Order.
1.3. Subject to the terms and conditions of this Agreement, Cyvl hereby grants to Customer a limited, non-exclusive,
non-sublicenseable,
non-transferable
right
to
access
and
use
the
Services,
solely
for
Customer’s
internal
business
purposes,
during
the
Term.
All
rights
not
expressly
granted
to
Customer
are
reserved
by
Cyvl
and
its
licensors.
There
are
no
implied
rights.
1.4. Access to the Services shall be limited to the Authorized Users. The number of Admins and Guests
who
are
permitted
to
access
and
use
the
Service
during
the
Term
is
set
forth
in
the
Order
Form.
Cyvl
will
provide
the
individuals
designated
in
writing
by
the
Customer
as
(a)
Admins
with
administrative
access,
and
(b)
Guests
with
viewing
access,
to
Customer’s
account
so
that
Customer
can
provide
the
Authorized
User
with
access
credentials
to
the
Service.
You
shall
keep
all
access
credentials
confidential.
Customer
shall
direct
its
Authorized
Users
to
comply
with
the
terms
and
conditions
of
the
Agreement
and
shall
be
fully
responsible
for
such
compliance.
Cyvl
may
immediately
suspend
or
terminate
any
Authorized
User’s
access
to
the
Service
in
the
event
Cyvl
reasonably
determines
that
such
Authorized
User
has
violated
any
terms
of
this
Agreement.
As
used
herein,
“
Authorized
Users
”
shall
mean,
collectively,
the
Admins
and
Guests.
2. Provision and Use of Sensors. 2.1. Cyvl shall deliver, to Customer’s address provided herein, the Sensor, and risk of loss of the
Sensor
will
pass
to
Customer
when
the
Sensor
is
made
available
to
the
carrier,
except
that
title
to
Sensor
will
remain
with
Cyvl
and
its
suppliers.
Cyvl
will
select
the
carrier.
Customer
shall
pay
all
shipping,
handling,
customs,
duties,
taxes,
freight,
insurance,
and
other
charges
associated
with
shipments
of
Sensor
to
Customer
and
shall
be
responsible
for
such
costs
when
returning
Sensor
to
Cyvl.
Cyvl
will
use
commercially
reasonable
efforts
to
ship
the
Sensor
in
accordance
with
the
delivery
schedule
in
the
Order;
however,
neither
Cyvl
nor
any
of
its
affiliates
shall
be
liable
for
damages,
losses,
liabilities,
costs
and/or
expenses
incurred
as
a
result
of
untimely
or
partial
deliveries.
2.2. During the Term (as defined below), Cyvl grants a lease to Customer, and Customer agrees
to
lease
from
Cyvl,
the
Sensor
delivered
to
Customer
pursuant
to
the
Order
Form,
solely
for
Customer’s
own
use
in
connection
with
the
Services.
Customer
will
not
make
any
modifications,
additions
or
alterations
to
any
Sensor.
Customer
will
be
responsible
for
any
loss
of
or
damage
to
the
Sensor
(including
but
not
limited
due
to
theft,
fire,
vandalism
and
damage
during
use),
other
than
normal
wear
and
tear,
that
is
not
directly
attributable
to
any
particular
Sensor
malfunctioning.
2.3. If the Sensor delivered to Customer pursuant to the Order Form malfunctions for any reason
not
attributable
to
Customer’s
use
thereof
during
the
Term
(such
malfunctioning
Sensor,
a
“
Defective
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Sensor ”), Cyvl shall, at its own cost and expense following receipt of written notice from Customer of such malfunction,
arrange
for
a
replacement
Sensor
to
be
shipped
to
Customer’s
address
as
set
forth
in
the
Order
Form
in
accordance with the terms of Section 2.1 above. Customer shall be responsible for returning any Defective Sensor to Cyvl and Cyvl shall reimburse Customer for all shipping costs reasonably incurred in connection with such return. The replacement of any Defective Sensor and reimbursement of shipping costs as described in this Section 2.3 shall be Customer’s sole and exclusive remedy related to any Defective Sensor. 2.4. Customer will return the Sensor to Cyvl within thirty (30) days of expiration or termination
of
the
Term
in
the
same
condition
and
working
order
as
when
delivered
to
Customer,
reasonable
wear
and
tear
excepted.
The
return
of
such
Sensor
to
Cyvl
shall
constitute
Customer’s
full
release
of
any
leasehold
rights
or
possessory
interest
in
the
returned
Sensor.
Customer
assumes
any
and
all
risk
of
loss
or
damage
to
any
leased
Sensor
until
such
Sensor
is
returned
to
and
received
by
Cyvl
in
accordance
with
the
terms
and
conditions
of
this
Agreement,
reasonable
wear
and
tear
excepted.
To
the
extent
any
Sensor
is
lost
or
damaged
by
Customer
prior
to
Customer’s
return
to
Cyvl,
Customer
shall
pay
Cyvl
the
cost
to
repair
and
replace
such
Sensor
or,
if
lost
or
damaged
such
that
not
practical
to
repair,
the
full
purchase
price
of
such
Sensor
as
deemed
by
the
Cyvl.
3. Fees and Payment. 3.1. For Customers paying by credit card, Customer agrees to provide to Cyvl accurate, complete
and
current
credit
card
information,
and
to
notify
Cyvl
of
any
changes
to
Customer’s
credit
card
information
associated
with,
including
changes
in
billing
address
and
expiration
dates.
For
Customers
paying
by
invoice,
Customer
will
pay
Cyvl
the
then-applicable
fees
provided
in
the
Order
Form
for
the
Services
and
Sensor,
including
any
Implementation
Fee
or
Sensor
Fee
(collectively,
the
“
Fees
”).
Cyvl
reserves
the
right
to
change
the
Fees
or
applicable
charges
and
to
institute
new
charges
and
Fees
at
the
end
of
the
then-current
Term,
if
applicable,
upon
thirty
(30)
days
prior
notice
to
Customer
(which
may
be
sent
by
email).In
addition
to
the
Fees,
Customer
will
be
responsible
for
any
sales
tax,
value-added
tax,
excise
taxes,
consumption
taxes,
tariffs,
duties,
and
other
governmental
charges,
however
designated,
except
for
taxes
on
Cyvl’s
net
income.
In
the
event
that
the
Customer
claims
a
sales/use
tax
exemption,
the
Customer
shall
provide
Cyvl
with
the
certificate,
information,
or
materials,
as
Cyvl
deems
reasonably
necessary
in
order
to
comply
with
state,
local,
and
federal
tax
law
requirements.
3.2. Customer will pay invoices related to the Fees and other costs included in the Order Form,
as
well
as
those
related
to
any
reimbursement
for
repair
and
replacement
costs
described
in
Section
2.4 of
these
T&Cs,
within
thirty
(30)
days
after
Cyvl’s
delivery
of
the
applicable
invoice.
All
payments
under
this
Agreement
will
be
payable
in
United
States
Dollars.
3.3. Customer will notify Cyvl in writing of any reasonable, good-faith dispute with any invoice
within
thirty
(30)
days
from
Customer’s
receipt
of
such
invoice
or
credit
card
charge.
Any
such
dispute
will
be
resolved
in
accordance
with
Section
12. All
amounts
not
subject
to
a
reasonable,
good-faith
dispute
that
are
not
paid
when
due
will
incur
interest
until
paid
in
full
at
the
lesser
of
one
and
one-half
percent
(1.5%)
per
month
or
the
maximum
legal
rate
allowed
by
applicable
law.
4. Representations and Warranties. 4.1. Each Party represents and warrants that: (a) it has the full right, power and authority to enter
into
this
Agreement
and
to
perform
all
of
its
obligations
hereunder;
(b)
the
execution,
delivery
and
performance
of
this
Agreement
by
it
does
not
and
will
not
violate
any
agreement
to
which
it
is
a
party
or
by
which
it
is
otherwise
bound;
(c)
when
executed
and
delivered
by
it,
this
Agreement
will
constitute
the
legal,
valid
and
binding
obligation
of
such
Party;
and
(d)
it
is
in
compliance
with
all
applicable
laws
and
regulations
relating
to
this
Agreement
(including
applicable
anti-bribery
and
anti-corruption
laws,
environmental,
social
and
governance
laws
and
regulations
and
applicable
Export
Control
and
Sanctions
Laws
(as
defined
below)).
4.2. If Cyvl provides to Customer any third-party accessories or free-issue materials alongside the
Sensor
(including,
by
way
of
example,
any
cables,
connectors,
or
perception
hardware
or
software)
(collectively,
“Accessories”
),
then
all
Accessories
will
be
provided
on
an
“As-Is”
an
“As-Available”
basis
without
warranty
of
any
kind,
will
be
used
by
Customer
at
its
own
risk
and
liability,
and
will
be
able
to
be
discontinued
by
Cyvl
without
prior
notice
to
or
consent
of
Customer.
4.3. THE EXPRESS LIMITED WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF, AND
THE
PARTIES
AND
THEIR
SUPPLIERS
AND
LICENSORS
EXPRESSLY
DISCLAIM,
ALL
OTHER
WARRANTIES
AND
CONDITIONS,
EXPRESS,
IMPLIED,
OR
STATUTORY,
INCLUDING
ANY
IMPLIED
WARRANTIES
OF
FITNESS
FOR
A
PARTICULAR
PURPOSE,
MERCHANTABILITY,
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NON-INFRINGEMENT, SATISFACTORY QUALITY, AND THEIR ANALOGS UNDER THE APPLICABLE LAWS
OF
ANY
JURISDICTION.
THESE
DISCLAIMERS
APPLY
TO
THE
MAXIMUM
EXTENT
PERMITTED
BY
APPLICABLE
LAW.
CYVL
MAKES
NO
REPRESENTATION
OR
WARRANTY
WITH
RESPECT
TO
THE
RESULTS
(AS
DEFINED
BELOW)
OR
THAT
THE
SERVICES
WILL
ALWAYS
BE
AVAILABLE,
ACCESSIBLE,
UNINTERRUPTED,
TIMELY,
SECURE
OR
OPERATE
WITHOUT
ERROR,
AS
TO
THE
RESULTS
THAT
MAY
BE
OBTAINED
FROM
THE
USE
OF
THE
SERVICES,
OR
AS
TO
THE
ACCURACY
OR
RELIABILITY
OF
ANY
INFORMATION
OBTAINED
FROM
THE
SERVICES.
THE
PLATFORM
IS
HOSTED
BY
A
THIRD
PARTY
HOSTING
PROVIDER
(THE
“HOSTING
CONTRACTOR”
)
AND
CYVL
USES
THIRD
PARTY
SERVER
SENSOR,
DISK
STORAGE,
FIREWALL
PROTECTION,
SERVER
OPERATING
SYSTEMS,
MANAGEMENT
PROGRAMS,
WEB
SERVER
PROGRAMS
FOR
DELIVERY
OF
THE
PLATFORM
AND
RESULTS.
CYVL
MAY
CHANGE
ITS
HOSTING
CONTRACTOR
AT
ANY
TIME.
CUSTOMER’S
USE
OF
THE
SERVICES
IS
SUBJECT
TO
ANY
RESTRICTIONS
IMPOSED
BY
THE
HOSTING
CONTRACTOR
AND
CYVL
SHALL
NOT
BE
LIABLE
FOR
ANY
PROBLEMS,
FAILURES,
DEFECTS
OR
ERRORS
WITH
THE
SERVICES
TO
THE
EXTENT
CAUSED
BY
THE
HOSTING
CONTRACTOR.
5. Approved Uses. 5.1. Customer will use the Services solely and exclusively in accordance with the terms and conditions
of
this
Agreement
and
the
applicable
Service
Specifications.
Without
limiting
the
foregoing,
Customer
will
not,
directly
or
indirectly:
(a)
use
the
Services
in
violation
of
any
applicable
law,
including
Export
Control
and
Sanctions
Laws;
(b)
use,
sell,
dispose
of,
or
otherwise
operate
or
transfer
the
Services
or
Results
for
any
military
operations;
(c)
sell,
provide,
rent,
lease,
or
otherwise
dispose
of
any
Sensor
on
a
standalone
basis,
or
permit
any
third
party
to
access
or
use
the
Platform,
without
Cyvl’s
prior
written
approval;
(d)
reverse
engineer,
decompile,
disassemble,
or
otherwise
attempt
to
access
the
internal
functionality
and/or
architecture
of
the
Services;
(e)
use
the
Services
for
the
benefit
of
or
share
the
Results
with
any
third
party
other
than
Customer’s
clients
that
are
local
or
state
governments
parties
or
other
third
parties
approved
in
writing
by
Cyvl
prior
to
such
use
or
sharing(such
government
entities
and
other
third
parties
approved
by
Cyvl,
together,
the
“
Approved
Parties
”),
or
to
develop
or
market
any
product,
software
or
service
that
is
functionally
similar
to
or
derivative
of
the
Services,
or
for
any
other
purpose
not
expressly
permitted
herein,
(f)
use
any
unauthorized
robot,
spider,
scraper
or
other
automated
means
to
access
the
Services,
or
engage
in
any
scraping,
data-mining,
harvesting,
data
aggregating
or
indexing
of
the
Services;
(g)
upload
or
otherwise
make
available
to
Cyvl
any
material
that
Customer
does
not
have
the
right
to
transmit
due
to
any
law
or
other
obligations,
or
that
contains
software
viruses
or
any
other
computer
code,
files
or
programs
designed
to
interrupt,
destroy,
limit
the
functionality
of
the
Platform
or
any
computer
software
or
hardware
or
telecommunications
equipment;
(h)
interfere
with
or
disrupt
the
Services
or
servers
or
networks
connected
to
the
Services;
or
(i)
permit
or
assist
any
third
party
to
do
any
of
the
foregoing.
Customer
shall
keep
all
passwords
and
access
codes
provided
to
it
safe
and
secure,
and
shall
be
responsible
for
all
use
of
the
Services
using
passwords
or
access
codes
issued
to
Customer.
Customer
shall
notify
Cyvl
immediately
of
any
actual
or
suspected
unauthorized
use
of
its
passwords
for
the
Services.
Without
limiting
any
of
its
other
rights
or
remedies,
Cyvl
reserves
the
right
to
immediately
suspend
access
to
the
Services
if
Cyvl
reasonably
believes
that
Customer
has
materially
violated
the
restrictions
and
obligations
in
this
Agreement
or
other
agreements
with
the
Customer
related
to
the
Services
(in
which
case,
it
shall
provide
Customer
prompt
written
notice
of
such
suspension).
5.2. Customer shall: (a) reasonably cooperate with Cyvl in all matters relating to the Services; (b)
respond
promptly
to
any
Cyvl
request
to
provide
information,
approvals,
authorizations
or
decisions
that
are
reasonably
necessary
for
Cyvl
to
provide
the
Services
in
accordance
with
this
Agreement;
and
(c)
provide
such
Customer
materials
or
information
as
Cyvl
may
reasonably
request
to
provide
the
Services
and
ensure
that
such
materials
or
information
are
complete
and
accurate
in
all
material
respects.
6. Confidentiality. 6.1. “Confidential Information” means information that is disclosed by either Party (the “Disclosing
Party”
)
to
the
other
Party
(the
“
Receiving
Party
”)
hereunder
during
the
Term
that
is
clearly
labeled
or
identified
as
confidential
or
proprietary
when
disclosed,
or
that,
under
the
circumstances,
should
reasonably
be
treated
as
confidential,
including
without
limitation
information
(tangible
or
intangible)
regarding
a
Party’s
technology,
intellectual
property,
source
code,
software,
hardware
configurations,
designs,
techniques,
research,
know-how,
specifications,
product
plans,
pricing,
customer
information,
user
data,
current
or
future
strategic
information,
current
or
future
business
plans,
policies
or
practices,
employee
information,
and
other
business
and
technical
information.
“Confidential
Information”
shall
not
include
any
information
that
(a)
is
or
becomes
generally
Cyvl, Inc. Proprietary and Confidential Last updated: June 23, 2025sensor SWDocID FH12956940.1 12
known to the public through no fault of, or breach of this Agreement by, the Receiving Party; (b) is rightfully in the Receiving
Party’s
possession
at
the
time
of
disclosure
without
an
obligation
of
confidentiality;
(c)
is
independently
developed
by
the
Receiving
Party
without
use
of
the
Disclosing
Party’s
Confidential
Information;
or
(d)
is
rightfully
obtained
by
the
Receiving
Party
from
a
third
party
without
restriction
on
use
or
disclosure.
In
addition,
(i)
the
terms
and
conditions
of
this
Agreement
shall
be
deemed
to
be
Confidential
Information
of
both
Parties;
and
(ii)
the
Services
and
Results
shall
be
deemed
Confidential
Information
of
Cyvl,
regardless
of
whether
or
not
they
are
labeled
or
identified,
or
would
reasonably
be
considered
confidential.
Notwithstanding
the
foregoing,
Customer
may
use
the
Results
with
and
make
the
Results
available
to
Approved
Parties
in
accordance
with
Section
6.1(e)
above.
6.2. Each Party agrees that it will during the Term and for a period of three (3) years thereafter (a)
not
disclose
the
other
Party’s
Confidential
Information
to
any
third
party
(other
than
as
permitted
in
the
last
sentence
of
this
paragraph);
(b)
use
the
other
Party’s
Confidential
Information
only
to
the
extent
reasonably
necessary
to
perform
its
obligations
or
exercise
its
rights
under
this
Agreement;
(c)
disclose
the
other
Party’s
Confidential
Information
only
to
those
of
its
employees
and
independent
contractors
who
reasonably
need
to
know
such
information
for
purposes
of
this
Agreement
and
who
are
bound
by
confidentiality
obligations
offering
substantially similar protection to those in this Section 7; and (d) protect all Confidential Information of the other Party from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of
a
similar
nature,
and
in
no
event
with
less
than
reasonable
care.
Notwithstanding
the
above,
this
paragraph
shall
not
prohibit:
(i)
a
Party
from
disclosing
Confidential
Information
of
the
other
Party
to
the
extent
required
by
applicable
law,
rule
or
regulation
(including
a
court
order
or
other
government
order);
provided
that
such
Party
provides
the
other
Party
prior
written
notice
of
such
disclosure,
to
the
extent
practicable,
and
reasonably
cooperates
with
efforts
of
the
other
Party
to
seek
confidential
treatment
thereof,
to
the
extent
such
cooperation
is
requested
by
the
other
Party;
or
(ii)
a
Party
from
disclosing
the
terms
and
conditions
of
this
Agreement
to
its
attorneys
and
financial
advisors,
or
current
or
potential
lenders,
other
sources
of
financing,
investors
or
acquirers;
provided
that
such
third
parties
are
bound
by
confidentiality
obligations
offering
substantially
similar
protection
to
those
in
this
Section 7 (provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such Party, as applicable). Cyvl shall operate
the
Services
in
a
manner
that
provides
reasonable
information
security
for
the
Results,
using
commercially
reasonable
data
backup,
security,
and
recovery
protections.
6.3. Except as otherwise expressly provided in this Agreement, the Receiving Party will, as promptly
as
possible
following
receipt
of
a
written
request
by
the
Disclosing
Party,
return
to
the
Disclosing
Party,
or
destroy
or
erase,
the
Disclosing
Party’s
Confidential
Information
in
tangible
form,
upon
the
termination
or
expiration
of
this
Agreement;
provided
that
(a)
Receiving
Party
may
retain
a
copy
of
Disclosing
Party’s
Confidential
Information
solely
for
the
purposes
of
tracking
Receiving
Party’s
rights
and
obligations
hereunder
with
respect
thereto,
(b)
Receiving
Party
may
retain
a
copies
of
Disclosing
Party’s
Confidential
Information
that
are
subject
to
automatic
server
backup,
provided
that
Receiving
Party
has
used
commercially
reasonable
efforts
to
return
or
destroy
such
Confidential
Information
and
provided
Disclosing
Party
with
written
notice
of
such
efforts
taken,
(c)
Receiving
Party
may
retain
copies
of
Disclosing
Party’s
Confidential
Information
solely
to
the
extent
required
by
law
or
by
applicable
professional
standards
which
require
such
Party
to
retain
copies
of
its
working
papers,
and
(d)
Receiving
Party
may
retain
Disclosing
Party’s
Confidential
Information
solely
to
the
extent
reasonably
necessary
for
Receiving
Party
to
exercise
rights
or
perform
obligations
under
this
Agreement
that
survive
such
termination.
6.4. Notwithstanding the above or anything to the contrary herein, to the extent that Customer at
any
time
provides
Cyvl
with
any
feedback
or
suggestions
regarding
the
Services,
including
potential
improvements
or
changes
thereto
(collectively,
“
Feedback
”),
the
Feedback
shall
not
be
considered
Confidential
Information
of
Customer,
and
Cyvl
may
use,
disclose
and
exploit
the
Feedback
in
any
manner
it
chooses.
7. Intellectual Property Rights. As between the Parties, Cyvl and its licensors will own and retain any
and
all
worldwide
patent
rights,
registered
designs,
copyrights,
mask
work
rights,
database
rights,
unregistered
design
rights,
trademarks,
trade
secrets,
rights
in
software,
and
other
proprietary
information
rights,
know-how
and
all
other
intellectual
property
or
industrial
property
rights
(whether
statutory,
common
law
or
otherwise),
including
all
improvements
and
derivatives
of
the
foregoing,
and
all
registrations,
applications,
renewals
and
extensions
thereof
and
all
rights
to
sue
for
infringement
or
misappropriation
thereof,
whether
now
existing
or
acquired
in
the
future
(collectively,
“Intellectual
Property
Rights”
)
embodied
in
the:
(a)
Services;
(b)
Service
Specifications;
and
(c)
the
Results.
“Results”
means
all
data
and
information
which
is
generated
from
Customer’s
use
of
the
Services,
and
may
include
imagery,
3D
maps
of
the
built
environment,
3D
models,
and
analysis
of
pavement,
building
and
natural
conditions.
The
parties
do
not
anticipate
that
Results
will
include
personal
information,
including
Cyvl, Inc. Proprietary and Confidential Last updated: June 23, 2025sensor SWDocID FH12956940.1 13
vehicle-related personal information. Cyvl grants to Customer a limited, non-exclusive, non-transferable, royalty-free
right
to
use
and
display
the
Results
during
the
Term
of
this
Agreement
solely
in
connection
with
receipt
of
the
Services,
provided
that,
following
the
expiration
or
termination
of
this
Agreement,
Customer
(i)
shall
only
be
permitted
to
use
and
display
the
Results
generated
during
the
Term
of
this
Agreement
in
connection
with
its
commercial
relationships
with
the
Approved
Parties
and
(ii)
shall
have
no
right
to
request
that
the
Results
generated
during
the
Term
of
this
Agreement
be
updated,
reprocessed
or
enhanced.
Cyvl
may
use
the
Results
for
its
internal
statistical
and
analytical
purposes,
and
may
disclose
the
Results
to
third
parties,
provided
that
any
disclosure
shall
be
in
aggregated
and
anonymized
form
such
that
neither
Customer
nor
any
individual
could
be
identified.
No
right
or
license
is
granted
hereunder
to
Customer
or
Cyvl
under
any
trademarks,
service
marks,
trade
names
or
logos.
Customer
shall
not
remove
any
Cyvl
trademark,
service
mark
or
logo,
or
any
proprietary
notices
or
labels
(including
any
copyright
or
trademark
notices)
from
the
Services.
8. Marketing and Business Development. The Parties may mutually agree to engage in joint marketing
efforts,
such
as
case
studies,
webinars,
and
lead
generation
campaigns.
Cyvl
shall
have
the
right
to
use
Customer’s
name
and
logo
on
client
lists
published
on
Cyvl’s
website
and
in
marketing
materials.
9. Indemnification. 9.1. Cyvl will defend, indemnify, and hold harmless Customer and its affiliates, and each of their
officers,
employees,
successors
and
assigns
(each
a
“Customer
Indemnified
Party”
)
from
and
against
any
and
all
damages,
liabilities,
costs
and
expenses,
including
reasonable
attorneys’
fees
(collectively
“Losses”
)
based
upon
a
claim,
suit,
action
or
proceeding
(each
a
“Claim”
)
brought
against
a
Customer
Indemnified
Party
by
a
third
party
that
arises
out
of
the
actual
or
alleged
infringement
of
a
third
party’s
Intellectual
Property
Rights
by
the
Services
and
Customer’s
use
thereof
in
accordance
with
the
Service
Specifications.
Cyvl
will
not
be
required
to
indemnify,
defend,
and
hold
harmless
the
Customer
Indemnified
Parties
for
any
Claims
or
Losses
to
the
extent
arising
out
of:
(a)
use
of
the
Services
in
a
manner
inconsistent
with
this
Agreement,
the
Service
Specifications,
and/or
any
other
written
instructions
for
the
Services
made
available
by
Cyvl
to
Customer;
(b)
modifications
of
the
Services
by
an
individual
or
entity
other
than
Cyvl;
(c)
any
combination
of
the
Services
with
any
materials
(including,
but
not
limited
to,
any
hardware
or
software)
not
supplied
or
approved
by
Cyvl;
and
(d)
any
failure
by
the
Customer
Indemnified
Party
to
incorporate
updates
or
upgrades
to
the
Services
that
would
have
avoided
the
alleged
infringement,
provided
the
Cyvl
offered
such
updates
or
upgrades
without
charge
to
the
Customer
Indemnified
Party
prior
to
the
date
of
such
third
party
claim
or
action
((a)
through
(d)
collectively,
any
“Excluded
Claims”
).
9.2. If the sale or use of the Services is enjoined or, in Cyvl’s sole and absolute judgment, is likely
to
be
enjoined,
based
upon
a
claim
of
infringement
of
a
third
party’s
Intellectual
Property
Rights,
Cyvl
shall,
at
Cyvl’s
election
in
its
sole
and
absolute
discretion
and
expense,
procure
for
Customer
the
right
to
continue
using
the
Services,
replace
the
same
with
equivalent
non-infringing
products,
or
modify
such
Services
so
they
become
non-infringing.
9.3. Customer will defend, indemnify, and hold harmless Cyvl and its affiliates, and each of their
officers,
employees,
successors
and
assigns
(each
a
“Cyvl
Indemnified
Party”
)
from
and
against
any
and
all
Losses
based
upon
a
Claim
brought
against
a
Cyvl
Indemnified
Party
by
a
third
party
that:
(a)
is
an
Excluded
Claim
and/or
(b)
that
arises
out
of
(i)
breach
by
Customer
of
this
Agreement
or
of
applicable
law
(including
Export
Control
and
Sanctions
Laws
(as
defined
below)).
9.4. The indemnified Party will promptly notify the indemnifying Party of any Claim requiring
indemnification;
provided
that
if
the
indemnified
Party
fails
to
promptly
notify
the
indemnifying
Party,
this
will
only
affect
the
indemnifying
Party’s
obligations
to
the
extent
the
indemnified
Party’s
failure
materially
prejudices
the
indemnifying
Party’s
ability
to
defend
the
Claim.
The
indemnifying
Party
will
undertake
the
sole
and
complete
defense
of
any
such
Claim,
but
the
indemnified
Party
will
have
the
right
to
participate
in
the
defense
of
such
Claim
with
counsel
of
its
own
choosing
and
at
its
own
expense.
The
indemnifying
Party
will
have
the
right
to
settle
the
Claim;
provided
however,
it
will
not,
without
the
prior
written
consent
of
the
indemnified
Party,
agree
to
a
settlement
of
any
Claim
which
could
lead
to
liability
or
create
any
obligation
or
admission
of
wrongdoing
on
the
part
of
or
on
behalf
of
the
indemnified
Party
(other
than
to
cease
using
any
infringing
materials).
The
indemnified
Party
will
reasonably
cooperate
with
the
indemnifying
Party,
at
the
indemnifying
Party’s
cost,
in
the
defense
and
settlement
of
the
Claim.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS
AGREEMENT
FOR:
(A)
THE
COST
OF
PROCUREMENT
OF
SUBSTITUTE
GOODS
OR
Cyvl, Inc. Proprietary and Confidential Last updated: June 23, 2025sensor SWDocID FH12956940.1 14
TECHNOLOGY, LOSS OF PROFITS, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR
INDIRECT
DAMAGES
ON
ANY
THEORY
OF
LIABILITY;
OR
(B)
CUMULATIVE
LIABILITY
UNDER
THIS
AGREEMENT
IN
EXCESS
OF
THE
AMOUNTS
PAID
BY
CUSTOMER
TO
CYVL
FOR
SERVICES
UNDER
THE
ORDER
FORM
IN
THE
TWELVE
(12)
MONTHS
PRECEDING
THE
FIRST
EVENT
GIVING
RISE
TO
LIABILITY.
THE
FOREGOING
LIMITATIONS
APPLY
IN
CONTRACT,
TORT
(INCLUDING
NEGLIGENCE),
STRICT
LIABILITY
OR
OTHERWISE
AND
EVEN
IF
IT
HAS
BEEN
ADVISED
OF
THE
POSSIBILITY OF SUCH LOSS OR DAMAGES. The limitations of liability set forth in this Section 11 will not apply to: (i) Customer’s payment obligations; (ii) a Party’s liability related to (a) its breach of its confidentiality obligations under Section 7, (b) its breach of Section 8, and/or (c) gross negligence or intentional misconduct; and (d) any liability where applicable law does not allow the limitation(s) thereof (including death or personal injury caused
by
a
Customer’s
negligence).
11. Term and Termination. 11.1. Subject to earlier termination as provided below, this Agreement is for the Term as specified
in
the
Order
Form
and
shall
be
automatically
renewed
for
additional
periods
of
the
same
duration
as
the
initial
Term
(collectively,
the
“
Term
”),
unless
either
Party
requests
termination
at
least
thirty
(30)
days
prior
to
the
end
of
the
then-current
Term;
provided,
however,
if
the
initial
Term
is
greater
than
a
year,
the
Customer
must
provide
a
written
termination
request
sixty
(60)
days
prior
to
the
end
of
the
then-current
Term.
11.2. A Party may terminate this Agreement with immediate effect by giving written notice to the
other
Party
and
without
incurring
any
liability
towards
the
other
Party,
if:
(a)
the
other
Party
materially
breaches
this
Agreement
and
the
breach
remains
uncured
for
thirty
(30)
days
following
the
receipt
of
notice
of
such
breach;
(b)
the
other
Party
becomes
or
is
likely
to
become
insolvent,
is
adjudicated
bankrupt,
voluntarily
or
involuntarily
files
a
petition
for
bankruptcy
or
a
(preliminary)
suspension
of
payments,
makes
an
assignment
for
the
benefit
of
creditors
or
takes
any
other
step
with
a
view
to
general
readjustment
or
rescheduling
of
its
indebtedness,
seeks
any
other
similar
relief
under
any
bankruptcy
law
or
related
statutes
or
otherwise
becomes
financially
incapable
of
performing
its
obligations
in
accordance
with
the
terms
of
this
Agreement,
and
such
judgment,
assignment
or
incapacity
is
not
revoked
within
sixty
(60)
days;
(c)
the
other
Party
is
dissolved,
liquidated,
wound
up,
discontinued,
or
relocated
abroad,
or
a
decision
is
taken
in
this
respect;
or
(d)
termination
is
required
to
comply
with
applicable
Export
Control
and
Sanctions
Laws.
11.3. Upon the expiration or termination of the Agreement for any reason: (a) Customer will pay
to
Cyvl
any
and
all
invoiced
amounts
outstanding,
along
with
any
additional
amounts
not
covered
by
an
outstanding
invoice
for
Services
that
have
been
completed
pursuant
to
the
Order
Form
prior
to
the
expiration
or
termination
of
this
Agreement
(b)
each
Party
will
return
or
destroy
in
accordance
with
Section
6.3 above
any
and
all
Confidential
Information
of
the
other
Party
relevant
to
this
Agreement
that
it
may
have
in
its
possession
or
control;
(c) Customer shall return the Sensor(s) to Cyvl in accordance with Section 2.4; and (d) this Section 11.3 and the rights and obligations of the Parties under Sections 2.4, 3, 4, 5, 6, 7, 9 through 14, and the AI Addendum, and any rights and obligations under this Agreement which, by their terms, are intended to survive expiration or termination, will
remain
in
effect.
Additionally,
for
any
expiration
or
termination
of
the
Agreement
other
than
for
Customer’s
termination of the Agreement for Cyvl’s material breach in accordance with Section 12.2, all outstanding binding commitments will be accelerated and become due and payable within thirty (30) days following the effective date of termination.
12. Governing Law; Dispute Resolution. 12.1. This Agreement will be governed by and construed under the laws of the Commonwealth of
Massachusetts,
and
the
United
States
of
America,
without
reference
to
conflict
of
laws
principles.
12.2. All disputes arising under this Agreement shall be resolved as follows: the Parties’ respective
senior
executives
(which
will
be
any
employee
of
Vice
President
level
or
above)
will
diligently
work
in
good
faith
to
resolve
the
dispute.
In
the
event
the
senior
executives
are
unable
to
resolve
the
dispute,
any
Party
may
begin proceedings in accordance to Section 12.3. 12.3. Any legal suit, action or proceeding arising out of or related to this Agreement shall be instituted
in
the
state
courts
of
The
Commonwealth
of
Massachusetts
or
the
federal
courts
of
the
United
States,
in
each
case
located
in
the
city
of
Boston
and
Suffolk
Count,
and
each
party
irrevocably
submits
to
the
exclusive
jurisdiction
of
such
courts
in
any
such
suit,
action
or
proceeding.
Service
of
process,
summons,
notice
or
other
document
by
to
such
party’s
address
set
forth
herein
shall
be
effective
service
of
process
for
any
suit,
action
or
other
proceeding
brought
in
any
such
court.
Cyvl, Inc. Proprietary and Confidential Last updated: June 23, 2025sensor SWDocID FH12956940.1 15
13. Export Control and Sanctions Laws and Government Approval. Customer agrees to comply fully
with
all
laws
and
regulations
of
the
United
States
and
other
countries
and/or
supra-national
organizations
such
as
the
European
Union,
governing
the
import
or
export
of
products
or
technology
to
any
individual
or
entity
who
is
the
subject
of
or
target
of
any
law
or
order
related
to
(a)
export
controls,
including
the
U.S.
Export
Administration
Regulations
and
the
International
Traffic
in
Arms
Regulations,
or
(b)
economic
sanctions,
including
those
administered
by
the
U.S.
Department
of
the
Treasury’s
Office
of
Foreign
Assets
Control
and
the
U.S.
Department
of
State
(“
Export
Control
and
Sanctions
Laws
”).
Notwithstanding
anything
to
the
contrary
contained
herein,
all
obligations
of
Cyvl
and
Customer
are
subject
to
obtaining
all
necessary
approvals
required
by
the
applicable
agencies
of
the
governments
of
the
United
States
and
foreign
jurisdictions.
The
Parties
will
cooperate
with
each
other
and
will
provide
reasonable
assistance
to
the
other
to
obtain
any
required
approvals.
14. General Terms. 14.1. The Section headings in this Agreement are for convenience only and will not affect the contents
of
which
they
reference.
As
used
herein:
(a)
the
terms
“include”
and
“including”
will
be
deemed
to
mean
“include
without
limitation”
or
“including
without
limitation,”
and
(b)
references
to
“dollars”
or
“$”
will
be
to
United
States
dollars.
14.2. The relationship of the Parties under this Agreement is that of independent contractors.
Neither
Party
is
authorized,
nor
may
either
Party
represent
to
any
third
party
that
it
is
authorized,
to
make
any
commitment
or
otherwise
act
on
behalf
of
the
other
Party.
14.3. Neither Party may assign or transfer any rights or delegate any duties under this Agreement
without
the
other
Party’s
prior
written
consent;
provided
that,
such
consent
is
not
required
for
any
assignment
by
a
Party
to
(a)
its
affiliates
and/or
(b)
any
successor
to
substantially
all
of
its
business
or
assets
to
which
this
Agreement
relates,
whether
by
merger,
sale
of
assets,
sale
of
stock,
reorganization
or
otherwise.
Subject
to
the
foregoing,
this
Agreement
will
bind
and
inure
to
the
benefit
of
the
Parties
and
their
respective
successors
and
permitted
assigns.
14.4. If the performance of this Agreement, or any obligation hereunder, except the making of payments,
is
prevented,
restricted
or
interfered
with
by
reason
of
fire,
flood,
earthquake,
explosion
or
other
casualty
or
accident,
strikes
or
labor
disputes,
inability
to
procure
or
obtain
delivery
of
parts,
supplies
or
power,
war
or
other
violence,
any
law,
order,
proclamation,
regulation,
ordinance,
demand
or
requirement
of
any
governmental
agency,
epidemic,
pandemic,
quarantine,
or
any
other
act
or
condition
whatsoever
beyond
the
reasonable
control
of
a
Party,
the
affected
Party
upon
giving
prompt
notice
to
the
other
Party,
shall
be
excused
from
performance
to
the
extent
of
such
prevention,
restriction
or
interference:
provided
that,
the
affected
Party
shall
take
all
reasonable
steps
to
avoid
or
remove
such
cause
of
nonperformance
and
shall
resume
performance
whenever
such
causes
are
removed.
The
performance
period
shall
be
extended
by
a
period
equal
to
the
time
lost
because
of
any
such
delay;
provided
that,
if
such
delay
lasts
more
than
thirty
(30)
calendar
days,
then
either
Party
may
terminate
this
Agreement
at
no
cost.
14.5. Failure or delay by either Party in exercising any rights or remedies provided herein will not
release
the
other
Party
from
any
of
the
obligations
and
will
not
be
deemed
a
waiver
of
any
rights,
in
each
case
under
this
Agreement.
If
any
one
or
more
of
the
provisions
contained
in
this
Agreement
(or
portion
thereof)
is
held
to
be
invalid,
illegal
or
unenforceable,
such
invalidity,
illegality
or
unenforceability
will
not
affect
any
other
provision
and
this
Agreement
will
be
construed
as
if
such
provision
had
never
been
included.
14.6. No modification or amendment to the Agreement will be binding unless by an agreement in
a
writing
signed
by
both
Parties.
This
Agreement
(including
any
exhibit,
schedules,
or
addendums
(including
the
AI
Addendum))
and
the
Order
Form
constitute
the
entire
agreement
between
the
Parties
with
respect
to
the
subject
matter
hereof
and
supersede
all
previous
understandings,
communications,
statements,
agreements,
and
arrangements
with
respect
to
the
subject
matter
hereof,
whether
written
or
oral.
Cyvl, Inc. Proprietary and Confidential Last updated: June 23, 2025sensor SWDocID FH12956940.1 16
CYVL INC. AI SERVICES ADDENDUM This AI Services Addendum (“ AI Addendum ”) is appended to and forms part of the Terms of Service between Cyvl
Inc.
(“
Cyvl
”)
and
the
entity
agreeing
to
the
Agreement
(“
Customer
”).
This
AI
Addendum
shall
apply
to
Customer’s
use
of
any
Cyvl
service
or
product
that
generates,
transforms,
or
otherwise
processes
data
using
machine-learning,
artificial-intelligence,
or
similar
algorithmic
techniques
(collectively,
the
“
AI
Services
”).
1. AI-GENERATED RESULTS; RISK ALLOCATION
1.1. Informational Purposes Only . Customer acknowledges that the AI Services employ probabilistic algorithms
and
statistical
techniques
that
can
produce
incorrect,
incomplete,
biased,
or
otherwise
unsuitable
results
(“
AI
Results
”).
The
AI
Results
are
provided
for
informational
purposes
only
and
are
not
intended
to
constitute
legal,
financial,
medical,
engineering,
safety,
or
other
professional
advice.
Customer
must
evaluate
the
accuracy
and
appropriateness
of
all
AI
Results
and
is
solely
responsible
for
any
decisions
or
actions
taken
based
on
the
AI
Results.
1.2. No Warranties . The AI Services and all Results are provided “As-Is” and “As-Available” without warranty
of
any
kind,
and
Cyvl
expressly
disclaims
all
warranties,
express,
implied,
statutory,
or
otherwise,
including
any
warranties
of
merchantability,
fitness
for
a
particular
purpose,
non-infringement,
accuracy,
or
that
the
AI
Services
or
AI
Results
will
meet
Customer’s
requirements
or
be
uninterrupted
or
error-free.
1.3. No Duty to Monitor or Correct . Cyvl has no obligation to monitor, verify, correct, update, or otherwise maintain
any
AI
Results
after
it
is
generated,
nor
to
notify
Customer
of
any
error
or
defect
discovered
thereafter.
1.4. Exclusion of Liability for AI Results . To the maximum extent permitted by applicable law, Cyvl shall have
no
liability
of
any
kind
(whether
in
contract,
tort,
negligence,
strict
liability,
or
otherwise)
arising
out
of
or
related
to
(a)
Customer’s
reliance
on
or
use
of
any
AI
Results,
or
(b)
any
decisions,
forecasts,
recommendations,
or
other
outputs
that
incorporate,
are
based
on,
or
are
derived
from
AI
Results,
including
any
downstream
economic
loss,
compliance
penalty,
or
damage.
1.5. Aggregate Liability Cap . IN NO EVENT WILL CYVL BE LIABLE FOR ANY INDIRECT,
INCIDENTAL,
SPECIAL,
CONSEQUENTIAL,
PUNITIVE,
OR
EXEMPLARY
DAMAGES,
OR
FOR
ANY
LOSS
OF
PROFITS,
REVENUES,
DATA,
GOODWILL,
OR
COST
OF
SUBSTITUTE
GOODS
OR
SERVICES,
EVEN
IF
ADVISED
OF
THE
POSSIBILITY
OF
SUCH
DAMAGES.
CYVL’S
TOTAL
LIABILITY
ARISING
OUT
OF
OR
RELATING
TO
THE
AI
SERVICES,
THE
AI
RESULTS,
OR
THIS
AI
ADDENDUM
SHALL
NOT
EXCEED
THE
TOTAL
AMOUNTS
PAID
BY
CUSTOMER
TO
CYVL
FOR
THE
AI
SERVICES
IN
THE
THREE
(3)
MONTH
PERIOD
IMMEDIATELY
PRECEDING
THE
EVENT
GIVING
RISE
TO
THE
CLAIM.
THE
FOREGOING
LIMIATIONS
APPLY
IN
CONTRACT,
TORT
(INCLUDING
NEGLIGENCE),
STRICT
LIABILITY,
OR
OTHERWISE,
EVEN
IF
IT
HAS
BEEN
ADVISED
OF
THE
POSSIBILITY
OF
SUCH
LOSS
OR
DAMAGES.
1.6. Limitation on Equitable Relief . Customer will not seek, and hereby waives any right to, injunctive or other
equitable
relief
that
would
require
modification
of
any
Cyvl
model,
algorithm,
or
system
or
restrict
Cyvl’s
use
or
exploitation
of
the
AI
Services
or
AI
Results.
1.7. Customer Indemnity . Customer will defend, indemnify, and hold harmless each Cyvl Indemnified Party from
and
against
any
and
all
Losses
based
upon
a
Claim
brought
against
a
Cyvl
Indemnified
Party
by
a
third
party
arising
out
of
or
relating
to
Customer’s
use
of
or
reliance
on
AI
Services
or
AI
Results.
2. CUSTOMER DATA LICENCE; NON-CONFIDENTIALITY
2.1. Customer Data . The term “ Customer Data ” shall mean any data, content, or materials that Customer or its
users
upload,
submit,
or
otherwise
make
available
to
the
AI
Services,
including
prompts,
context,
files,
and
feedback.
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2.2. License Grant . Customer hereby grants Cyvl and its affiliates an irrevocable, perpetual, worldwide, transferable,
sublicensable,
royalty-free,
fully
paid-up
license
to
access,
use,
host,
store,
reproduce,
transmit,
display,
perform,
modify,
create
derivative
works
from,
distribute,
and
otherwise
exploit
the
Customer
Data
for
the
following
purposes:
(a)
providing,
operating,
maintaining,
supporting,
testing,
and
improving
the
AI
Services
and
any
other
Cyvl
products
and
services;
(b)
training,
fine-tuning,
evaluating,
and
debugging
Cyvl’s
and
its
affiliates’
machine-learning
and
artificial-intelligence
models
and
other
technologies;
and
(c)
developing
and
commercializing
derivative
works,
including
without
limitation
new
or
improved
models,
analytics,
or
other
offerings.
2.3. Exclusion from Confidential Information . Notwithstanding anything to the contrary in the Agreement, Customer
Data
is
expressly
excluded
from
the
definition
of
“Confidential
Information”
and
any
similar
nondisclosure
or
confidentiality
obligations.
Cyvl
will
implement
and
maintain
commercially
reasonable
administrative,
physical,
and
technical
safeguards
designed
to
protect
the
security
and
integrity
of
Customer
Data,
but
Cyvl
will
have
no
duty
to
treat
Customer
Data
as
confidential.
2.4. No Compensation or Ownership . Customer acknowledges and agrees that (a) Cyvl will own all right, title,
and
interest
in
and
to
any
models,
derivatives,
or
other
works
created,
generated,
or
improved
using
Customer
Data,
(b)
Customer
will
not
receive
any
royalties,
revenue
share,
or
other
compensation
in
connection
with
Cyvl’s
use
of
Customer
Data,
and
(c)
Customer
hereby
irrevocably
waives
and
agrees
never
to
assert
any
claim
of
ownership,
authorship,
or
moral
rights
in
or
to
any
such
Cyvl
property.
2.5. Customer Representations and Warranties . Customer represents and warrants that it has obtained, and will
maintain,
all
rights,
consents,
and
permissions
necessary
to
grant
the
license
in
Section
2.2 and
that
Cyvl’s
exercise
of
such
license
will
not
infringe,
misappropriate,
or
violate
any
third-party
intellectual
property
or
privacy
rights
or
any
applicable
law
or
regulation.
3. GENERAL
3.1. Precedence . All terms and conditions herein shall apply in addition to all terms and conditions provided in the
Agreement
In
the
event
of
a
conflict
between
this
AI
Addendum
and
the
remainder
of
the
Agreement,
this
AI
Addendum
will
control
solely
with
respect
to
the
AI
Services,
Customer
Data,
and
AI
Results.
3.2. Capitalized Terms . Capitalized terms used but not defined in this AI Addendum have the meaning given in
the
Agreement.
3.3. Modifications . Cyvl may modify this AI Addendum in accordance with the Section 14.6 of Agreement.
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