The following terms and conditions (the “Rapid Flow License Terms”) apply to the End Customer’s license, installation, and use of third party intellectual property belonging to Rapid Flow Technologies, Inc., located at 100 Sheridan Avenue, Floor 2, Pittsburgh, Pennsylvania, 15206, United States of America (“Rapid Flow”):
1. Definitions. In these Rapid Flow License Terms, the following capitalized terms shall have the following definitions:
(a) “Surtrac Documentation” means any online user guides, installation instructions, help and training materials and any other documents relating to the Surtrac Software provided by RapidFlow.
(b) “Surtrac Software” means Rapid Flow’s Surtrac adaptive traffic signal control software and related software applications, including, without limitation, Rapid Flow’s cloud-based software portal (which consists of the RapidView frontend and the RapidHub backend) which interacts with the Surtrac software.
(c) “End Customer” means the customer that enters into the End Customer Agreement.
(d) “End Customer Agreement” means the applicable agreement between the End Customer and Miovision which includes a license of the Surtrac Software and which attaches or incorporates by reference the Rapid Flow License Terms.
(e) “Term” means the duration of the End Customer Agreement, from its effective date to its date of expiration or termination pursuant to the terms thereof.
2. Grant of Software License from Rapid Flow. The End Customer hereby subscribes for, and RapidFlow grants to the End Customer a limited, non-exclusive, non-transferable and, except as expressly provided in this license, non-sublicensable right and license to operate and use the Surtrac Documentation and Surtrac Software, solely in object code format and as permitted in these “RapidFlow License Terms” at the intersection(s) for installation of the Surtrac Software at a given installation location(s) as outlined in the End Customer Agreement (the “Installation Site”). The End Customer has no right, title or interest in or to the Surtrac Software, except for the limited license granted hereunder.
3.Acceptable Use. The End Customer may use the Surtrac Software only at the Installation Site and only in accordance the terms of these Rapid Flow License Terms, the End Customer Agreement and the relevant Surtrac Documentation. The End Customer may not loan, rent, lease, license or otherwise transfer to any other person or entity, or host on behalf of any other person or entity, the Surtrac Software, and may not copy, modify, remove, disassemble, create derivative works from or tamper with the Surtrac Software. Any attempted transfer or use of the Surtrac Software in violation of this license will void the license and all warranties provided in connection with the Surtrac Software. The End Customer may not copy or otherwise reproduce the Surtrac Software or Surtrac Documentation except as expressly permitted by this license. The End Customer may not decompile, reverse engineer, or disassemble the Surtrac Software in an attempt to derive or use the source code therefrom.
4. Surtrac Processor and Related Hardware. The End Customer acknowledges that proper operation of the Surtrac Software may require use of hardware components, which are specifically engineered and manufactured to meet compatibility, quality and performance standards (the “Surtrac Supplies”),and accordingly agrees to only use the Surtrac Supplies and any related accessories as supplied orapproved by Miovision.
5. Relocation of the Surtrac Software from Rapid Flow. The End Customer shall not move or relocate the Surtrac Software from the initial approved Installation Site unless it receives written consent from Miovision. The End Customer understands and acknowledges that if the Surtrac Software was to be relocated it will not function properly at a new Installation Site without first being properly configured for the new Installation Site.
6. Monitoring of the Surtrac Software from Rapid Flow. The End Customer acknowledges that the Surtrac Software contains components that monitor all procedures performed and the Surtrac Software will not operate without the use of such components. Miovision reserves the right to modify, adjust or upgrade the Surtrac Software at any time during the Term.
7. Rapid Flow Right to Inspect License Compliance. For the purpose of ensuring compliance with the Rapid Flow License Terms during the Term, the End Customer shall not unreasonably deny RapidFlow access to the Installation Site, the Surtrac Software and the Surtrac Supplies, during normal business hours, upon at least forty-eight (48) hours prior notice, for the purpose of ensuring the license terms contained herein are being followed.