Autoscope Analytics
Terms and Conditions of Use

These Terms and Conditions of Use (the “Agreement”) constitute a binding agreement entered into by and between the person or entity that has purchased and/or will use the Autoscope Analytics software and services (“Customer” or “you”), and Image Sensing Systems, Inc. (“ISS”). Customer and ISS are referred to herein individually as a “Party” and collectively, the “Parties.”

ISS provides access to the Autoscope Analytics software, reports and, where applicable the associated hardware (the “Platform”) solely on the terms and conditions set forth herein and in ISS’s Privacy Policy available at www.imagesensing.com/privacy.html, and on the condition that Customer agrees to be bound by such agreements and complies with them. BY ACTIVATING AN AUTOSCOPE ANALYTICS ACCOUNT or otherwise by using the Platform, Customer hereby: (A) AGREES TO BE BOUND BY THIS AGREEMENT, as well as ISS’s Privacy Policy; and (B) represents and warrants that: (i) CUSTOMER IS LEGALLY PERMITTED TO ENTER INTO THIS AGREEMENT; and (ii) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND CUSTOMER TO THESE TERMS; and (iii) CUSTOMER HAS CAREFULLY READ AND FULLY UNDERSTAND THIS AGREEMENT.

IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, ISS DOES NOT AUTHORIZE CUSTOMER TO ACCESS THE PLATFORM AND CUSTOMER MUST NOT DOWNLOAD, INSTALL, OR ACCESS THE PLATFORM.

AGREEMENT

ONE: ACCESS AND USE OF THE PLATFORM.

1.1 Access.

Subject to this Agreement, ISS grants to Customer temporary, limited, non-exclusive, revocable, non-transferable, and non-sublicensable permission to access the Platform and receive the reports applicable to the selected subscription tier, solely for Customer’s own internal use. By agreeing to grant such access, ISS does not obligate itself to maintain the Platform, the associated software or services. ISS may upgrade, modify, change or enhance the Platform and associated services, including any content available through the foregoing, at any time in ISS’s sole discretion. ISS will provide notice to Customer of any changes prior to the effective date of the change, unless the change is of critical business importance or outside ISS’s control, in which case ISS will explain the reason for the changes as soon as is reasonably practicable. This right of access may be used by Customer’s employees as expressly permitted in the description of the applicable subscription terms or as otherwise authorized in writing by ISS.

1.2 Subscription Tiers.

ISS offers multiple subscription options, which may include free and paid tiers. The features, limitations, and associated fees of each subscription option are described in documentation and materials provided by ISS and are available upon written request. Subscription options and their details are subject to change at ISS’s sole discretion.

1.3 Hardware.

Customer is solely responsible for providing all computer equipment, camera equipment, software, and all other hardware or materials, and for ensuring compatibility of the foregoing with the Platform. If Customer wishes to purchase or lease any equipment from ISS, Customer must contact ISS to submit a request. Any purchase agreed to by the Parties shall be set forth in an additional order form or separate agreement.

1.4 Other ISS Software.

ISS may enable Customer to utilize other ISS-provided software to access data. If such access is provided by ISS, additional terms and conditions may apply to Customer’s use of such software.

1.5 Authorized Users.

Customer’s subscription to the Platform allows Customer and Customer’s employees to access the Platform in accordance with the terms set forth herein, and the applicable user limits for the applicable subscription type (“Authorized Users”). ISS will provide Customer with the necessary number of user names and passwords (or provide the opportunity to create user names and passwords) to permit Customer to access and use the Platform.

1.6 Modifications.

Access to the Platform is permitted on a temporary basis. ISS may, in its sole discretion, at any time and without notice, modify the terms of this Agreement, the content and capabilities of the Platform, subscription fees and any other aspect of the Agreement or the Platform. Customer is responsible for reviewing communications from ISS and reviewing any changes or updates to the terms of this Agreement. ISS is not liable to Customer or any third party for any unavailability, modification, suspension or withdrawal of the Platform, or any features, parts or content of the Platform at any time for any period. Notwithstanding the foregoing, ISS will provide paid subscribers with prior notice of any changes to subscription fees, or any material changes to the Platform that materially diminish the functionality of the Platform.

1.7 Reservation of Rights.

ISS reserves all rights not expressly granted to Customer hereunder. Except for the limited rights and licenses expressly granted herein, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Platform or any associated documentation or materials. ISS reserves the right to suspend access to the Platform in accordance with the terms of this Agreement including, without limitation, in the event Customer or any Authorized User breaches the Agreement.

TWO: OBLIGATIONS AND RESTRICTIONS.

2.1 Installation and Compatibility.

Customer acknowledges that Customer is solely responsible for any installation and training associated with the Platform. and ensuring that its computers, servers, systems, and users have all necessary and compatible software, hardware, access, third-party services, and appropriate updates to utilize the Platform and associated services. Customer warrants and represents that its computer and server systems, hardware, and software are (a) compatible with the Platform; and (b) are and will continue to be updated as necessary to ensure proper functioning and compatibility.

2.2 Security.

Customer acknowledges that Customer is solely responsible for installing, maintaining, and utilizing virus detection systems and software, and solely responsible for all appropriate or necessary data encryption, data protection, physical security, hardware security, software security, threat monitoring, threat detection, and other products or services necessary to maintain the integrity and security of Customer’s access credentials to the Platform, Customer’s own software, hardware, systems, servers, and data.

2.3 Obligations and Responsibility for Use.

Customer agrees to abide by any rules that ISS publishes with respect to use of the Platform and any other current or future rules and regulations communicated to Customer either by posting such rules or regulations to the Platform or delivered to Customer by e-mail. Customer is responsible and liable for all use of the Platform and any services provided in connection with these Agreement resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.

2.3.1 Restrictions.

Except as expressly set forth in this Agreement, Customer shall not, and shall require its Authorized Users not to, directly or indirectly:

use (including make copies of) the Platform beyond the scope of the Agreement;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform or any part thereof;
combine the Platform or any part thereof with, or incorporate the Platform or any part thereof in, any other programs;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Platform, including any copy thereof;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features or functionality of the Platform, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, or other technology or service;
use the Platform in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, except as specifically contemplated by the Parties;
use the Platform in violation of any law, regulation, or rule; or
use the Platform for purposes of competitive analysis, the development of a competing software product or service, or any other purpose that is to ISS’s commercial disadvantage.

THREE: INTELLECTUAL PROPERTY.

3.1 No Transfer.

Except for the limited, temporary access grant identified in Section 1, Customer acknowledges that nothing contained in this Agreement shall be construed as granting or conferring, by implication, estoppel or otherwise, any right, title, or interest to any trademark, copyright protected work, or other intellectual property. ISS shall exclusively retain all ownership, rights, title, interest, in and to the Platform, all copyrights, trade secrets, works of authorship, inventions, know how, and source identifying matter and all other intellectual property and improvements developed by ISS.

3.2 User Content.

The Platform and associated services permit the submission of videos, information, and other content as well as the provision of other data to ISS in connection with or as a result of Customer’s use of the Platform (“User Content”). Customer agrees that it will only upload or otherwise use User Content that Customer or an Authorized User owns, or has the right and ability to create and publish copies and to authorize ISS to further distribute and publish such content through the Platform. To the extent Customer provides ISS with any User Content, or any other content protected by trademarks, copyrighted, or other intellectual property (collectively “User Intellectual Property”), Customer grants ISS a non-exclusive, sublicensable, royalty free, perpetual, irrevocable, worldwide, and fully paid up right to use, reproduce, and make derivative works of all User Intellectual Property in connection with services related to the subject of this Agreement. Customer represents that it owns or has the necessary licenses, rights, consents, and permissions to use and authorize ISS to use such User Intellectual Property. ISS acknowledges and agrees that Customer retains ownership of the User Intellectual Property.

3.3 Use of Customer Content.

Subject to this Agreement, Customer grants ISS the non-exclusive, sublicensable, royalty free, perpetual, irrevocable, worldwide, and fully paid up right and license to use, copy, store, transmit, make derivative works from, publish, perform, reproduce, and display User Content and any other data Customer submits to ISS in any media formats and channels. ISS is not responsible or liable for the accuracy, quality, integrity, legality, reliability, and appropriateness of any User Content, or for the deletion, correction, destruction, damage, loss or failure to store any User Content. Customer acknowledges and agrees that: (i) no computer, network, storage or other security is risk free or impenetrable; (ii) the Platform should not be relied upon as the sole repository of User Content; and (iii) Customer is responsible for maintaining back-up and archival copies of all User Content. Customer warrants and represents that Customer’s provision of User Content to ISS does not violate any laws, regulations, contracts, or proprietary rights of any third parties.

3.4 Feedback.

If Customer or any of Authorized Users, employees, or contractors sends or transmits any communications or materials to ISS by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform or other ISS products or services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), ISS is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to ISS on Customer’s behalf and on behalf of Customer’s Authorized Users, employees, contractors and/or agents, all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. Although ISS is not required to use any Feedback, Customer acknowledges that ISS is free to use, without any attribution or compensation to Customer or any other party.

3.5 Aggregated Data.

Notwithstanding anything to the contrary herein, ISS may directly or indirectly, including through the use of third parties, collect and store information regarding Customer’s use of the Platform and associated services, including to compile statistical and performance information related to the provision and operation of the Platform (“Aggregated Data”). Customer agrees that ISS may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law and this Agreement. Collected data may be used for any purpose including, but not limited to, improving the performance of the Platform, developing updates, verifying Customer’s compliance, and ISS’s enforcement of its intellectual property rights. Customer acknowledges and agrees that ISS has the right to gather, store, and use such data, and that ISS shall be the sole and exclusive owner of such data.

FOUR: LIMITATIONS AND DISCLAIMERS.

4.1 Accessibility.

Customer acknowledges and agrees that at times the Platform may be inaccessible or inoperable for any reason, including, without limitation (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that ISS may undertake from time to time; or (iii) causes that are beyond the control of ISS, or that are not reasonably foreseeable.

4.2 Disclaimer of Warranties.

EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ISS AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES PROVIDE THE PLATFORM AND OTHER SERVICES “AS IS WITH ALL FAULTS” WITHOUT ANY OTHER WARRANTY OF ANY KIND, AND ISS HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM AND SERVICES WHETHER EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SATISFACTORY QUALITY. ISS DOES NOT WARRANT AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE PLATFORM, THE AVAILABILITY OF THE CONTENT, THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE PLATFORM IS FREE OF VIRUSES, THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED, OR THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A SYSTEM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ISS OR AN ISS-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION MAY NOT APPLY.

4.3 Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL EITHER PARTY OR ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, OR AFFILIATES BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOST TIME, LOST SAVINGS, LOSS OF DATA, DAMAGED DATA, INACCURATE DATA, FAILURE OF TELECOMMUNICATION SERVICES, LOST CONFIDENTIAL OR OTHER INFORMATION, OR FOR BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE PLATFORM OR ASSOCIATED SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (TORT, CONTRACT OR OTHERWISE) AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY.

IN NO EVENT SHALL ISS’S TOTAL LIABILITY FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF MONIES PAID FOR CUSTOMER’S ACCESS TO THE PLATFORM OR ASSOCIATED SERVICES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

4.4 Faulty or Incorrect Data.

Customer acknowledges and agrees that ISS is not responsible for the accuracy of User Content, or any other information or data provided by Customer in connection with the Platform or otherwise in connection this Agreement. Customer is solely responsible for ensuring that all User Content and any other information or data provided, entered, or otherwise created by Customer or any individual or affiliate of Customer is accurate, correct, and properly entered into any software, systems, or other databases.

4.5 Third-party and Open Source Software.

The Platform may include software, content, data, or other materials, including related documentation, that are owned by persons other than ISS and that are provided to Customer on licensee terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). Customer is bound by and shall comply with all Third-Party Licenses. Any breach by Customer or any of its Authorized Users of any Third-Party License is also a breach of this Agreement.

FIVE: HAZARDOUS APPLICATIONS.

5.1 Acknowledgement.

CUSTOMER ACKNOWLEDGES IT IS SOLELY RESPONSIBLE FOR HAZARDOUS APPLICATIONS AND SHALL BE SOLELY LIABLE FOR ANY DAMAGES RESULTING FROM SUCH USE. NEITHER ISS NOR ITS LICENSORS SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF PLATFORM IN ANY HAZARDOUS APPLICATIONS. CUSTOMER FURTHER ACKNOWLEDGES THAT USE OF THE PLATFORM IN CONNECTION WITH TRAFFIC VIOLATIONS OR TRAFFIC SAFETY (“TRAFFIC APPLICATIONS”) CONSTITUTES HAZARDOUS APPLICATIONS.

5.2 Release.

Customer hereby releases ISS for any claims brought by itself or any third-party arising from, or in relation to, the Platform including, but not limited to, any Traffic Applications. To the maximum extent permitted by applicable law, Customer hereby releases ISS from any and all such claims. IN CONNECTION WITH THE FOREGOING, IF CUSTOMER ARE A CALIFORNIA RESIDENT, CUSTOMER HEREBY WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Customer hereby expressly waives and relinquishes all rights and benefits under this section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims Customer may have against ISS related to the Platform.

SIX: INDEMNIFICATION.

Customer shall defend, indemnify, and hold harmless ISS and its officers, directors, shareholders, employees, attorneys, and other agents, each in their corporate and individual capacities, from any expense, liability or damage, including reasonable attorneys’ fees, related to any claim, judgment, penalty, or fine of any kind or nature, by any third party, arising out of or otherwise connected with any bodily injury or property damage, and any other claim related to the use of, reliance on, or operation of any Platform, including without limitation any issue, injury, or claim related to Traffic Applications.

SEVEN: EXPORT AND U.S. GOVERNMENT LICENSES.

7.1 Exports.

Software such as the Platform may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer will not directly or indirectly, export, re-export or release the Platform to, or make the Platform accessible from, any country, jurisdiction or person to which export, re-export or release is prohibited by applicable law. Customer will comply with all applicable laws and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the United States.

7.2 U.S. Government License Rights.

The Platform was developed entirely at private expense. The Platform is commercial computer software within the meaning of the applicable acquisition regulations Each of the components and related documentation that constitute the Platform is a commercial item as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Accordingly, if Customer is an agency of the U.S. Government or any contractor therefor, Customer only receives those rights with respect to the Platform and documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.

EIGHT: MISCELLANEOUS.

8.1 Controlling Law and Jurisdiction.

This Agreement shall be governed by and construed under the laws of the State of Minnesota, USA, excluding choice of law rules. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the state and federal courts of Hennepin County, Minnesota, USA. Nothing in this section shall restrict ISS’s right to bring an action (including for example a motion for injunctive relief) against Customer in the jurisdiction where Customer’s place of business is located. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

8.2 Authority to Bind Entities.

The individual providing consent to the Agreement represents and warrants that (a) they have the full power and authority to enter into this Agreement on behalf of the relevant entity and to consummate the transactions contemplated hereby and thereby and any instruments or agreements required herein; and (b) no further approval, consent, or authorization of any kind from any individual, governmental body, or other person shall be required for this Agreement to be valid, binding, and enforceable against any entity associated with Customer in connection with the use of the Platform.

8.3 Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, unenforceable or illegal, such provision shall be severed from this Agreement and the remaining provisions will remain in full force and effect.

8.4 Entire Agreement, Wavier, and Modification.

This Agreement contains the Parties’ entire understanding relating to its subject matter and supersedes all prior or contemporaneous agreements. This Agreement may only be modified in writing, signed by an authorized representative of each Party. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver or excuse.

8.5 Force Majeure.

ISS will not be responsible or liable to Customer, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Customer’s equipment, loss and destruction of property, or any other circumstances or causes beyond ISS’s reasonable control.

8.6 Interpretation.

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

Effective Date: 1 August 2025

Autoscope Analytics Terms and Conditions of Use