Terms

TELEO TERMS OF SERVICE

Effective as of March 18, 2025

PLEASE REVIEW THESE TELEO TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE TELEO TERMS OF SERVICE BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND TELEO. IF YOU DO NOT AGREE TO THESE TELEO TERMS OF SERVICE, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE TELEO SYSTEM (AS DEFINED IN SECTION 1 BELOW).

If you have a separate written agreement with Teleo for your use of the Teleo System and related Services, these Teleo Terms of Service will not apply to you.

These Teleo Terms of Service (“Agreement”) set forth the terms for your use of the Teleo System and related Services and are effective as of the date you accept or otherwise agree to the terms of this Agreement (“Effective Date”). This Agreement is between Teleo Inc (“Teleo” or “us”) and you or the organization on whose behalf you are accepting or otherwise agreeing to the terms of this Agreement (“you“, or “Customer”).  

We may modify this Agreement at any time, at our sole discretion. If we do so, we will inform you by posting a modified Agreement on our website or notifying you through other communications. It is important that you review the Agreement whenever we modify them as your continued use of the Teleo System after we have informed you of the modified Terms of Service, will indicate to us that you agree to be bound by the modified Terms of Service. If you do not agree to be bound by the modified Agreement, then you may not continue to use the Subscription Services. Any other notices or communications provided by us under this Agreement may be sent via email or posted to our website.

  1. Definitions. 
      1. “Ancillary Services” means, collectively, the installation and training services provided by us or our Partner.  
      2. “Customer Data” means data and information provided by you in connection with your use of the Teleo System and Services, inclusive of location information, equipment specifications, images and video recordings. Your Customer Data excludes Usage Data.
      3. “Customer Equipment” means your construction equipment on which certain Hardware will be installed and for which the Teleo System will be operated. 
      4. “Customer Site(s)” means those location(s) owned or controlled by you (or a third party, if applicable) where Customer Equipment operates and the Teleo System is used. 
      5. “Documentation” means our generally available documentation for the Teleo System and any other specific documentation that we provide to you.
      6. “Hardware” means the hardware products developed by Teleo and provided by Teleo (or our Partner) to Customer. Certain Hardware may be provided as a Subscription Services component, where applicable. 
      7. “Intellectual Property Rights” means all patent, copyright, trademark, trade secret, rights in know-how, business domain names, designs, and other proprietary and intellectual property rights recognized in any jurisdiction worldwide, including moral rights.
      8. “License” means your right to access and use the Software and Subscription Services as described in Section 2.1.
      9. “License Period” means that period for which Customer maintains a License for use of the Subscription Services as stated in one or more Order(s). 
      10. “Order” means an ordering document entered between us (or our Partner) and you specifying, among other things, the fees, and other relevant terms for the deployment of the Teleo System.  Each accepted Order will be interpreted as a single Agreement, independent of other Orders.
      11. “Partner” means our authorized distributor, reseller or services partner who may provide some or all of the Ancillary Services and/or sell some or all of the Teleo System directly to you. 
      12. “Services” means, collectively, the Subscription Services and Ancillary Services. 
      13. “Software” means our proprietary software technologies supporting the enablement, management, configuration and operation of the Hardware, including all improvements, modifications, updates, fixes, and releases thereto. Software includes firmware installed on the Hardware and our hosted software-as-service.
      14. “Subscription Services” means that portion of the Teleo System that is provided by us on a subscription basis, including support and maintenance services and Software hosting. 
      15. “Teleo System” means the system developed by Teleo for the remote teleoperation of heavy machinery and is comprised of the Subscription Services, Hardware and Software. 
      16. “Usage Data” means any data that is derived from your access to or use of the Teleo System, and any statistical or other analysis, information, or data based on or derived from such data including, for example: configuration information, log and event data, product performance data, and statistics regarding your use and the operation of the Teleo System. Usage Data excludes Customer Data.
  2. The Teleo System. 
      1. Subscription Services License.  Subject to your compliance with this Agreement and payment of applicable fees, we provide to you the limited, non-exclusive, non-transferable, revocable right to access and use the Subscription Services during the License Period as further described in this Agreement.  At the end of the License Period, this License will expire and your access to the Subscription Services will cease, and we may, at our expense, retake possession of any unaffixed Hardware that was provided to you as a Subscription Service (if applicable). 
      2. Hardware, Support and Training.
        1. Hardware.  Subject to your payment of applicable costs, the Hardware will be delivered to you at the address set out in an Order and Teleo (or our Partner) will install the Hardware on your Customer Equipment.  Hardware that is affixed to Customer Equipment is purchased outright by you and remains in your possession following the end of the Term. 
        2. Support & Maintenance Services.  We will use commercially reasonable efforts to provide reasonable technical support services for the Teleo System during our normal business hours throughout the License Period.  You may contact us at the email address and/or phone number set forth in the Order during our normal business hours to request support services. We will provide you with all Software updates that we generally make available to our customers throughout the License Period.  Where applicable, you will be responsible for ensuring that Software updates are put in use within the Hardware installed on your Customer Equipment.  
        3. Training Services. Teleo or our Partner will provide you with reasonable training services for you to effectively use the Teleo System. You are responsible for ensuring that all personnel present where the Teleo System operates have completed such safety training and for maintaining records of attendance. 
        4. Operability Commitment. We will use commercially reasonable efforts to maintain the operations of the Teleo System in accordance with our Operability Policy below.
        5. Authorization. You authorize us (or our Partner) to enter your Customer Site, to access your Customer Equipment, to retrofit your Customer Equipment with Hardware, to make any adjustments or modifications necessary for us (or our Partner) to perform the Services and, where applicable, to remove unaffixed Hardware at the end of the Term. We will comply with any and all reasonable safety and security rules and regulations applicable to such Customer Site that are provided to us in writing.
      3. Audio and Video Recordings. Use of the Teleo System will include use of the Hardware that contains sensors including cameras, microphones, Lidar, Global Positioning System (GPS/GNSS), Inertial Navigation System (INS), Inertial Measurement Unit (IMU), etc. that will transmit video, audio, and other data recordings of the Customer Equipment and its surroundings to us (collectively, the “Recordings”). You acknowledge and grant us adequate rights to review, store and otherwise utilize any Recordings for the following purposes: (i) to provide the Teleo System and the Ancillary Services to you, (ii) to internally improve and develop the Teleo System and our other products or services, (iii) for auditing purposes to verify work completion and (iv) for marketing purposes, provided that the Recordings will be anonymized to the best of our ability prior to any such marketing use. All rights granted by you to us and your obligations to us as stated within this Agreement extend to our Partners.
      4. Usage Data. We may collect, analyze, store and otherwise utilize all Usage Data for any business purpose, provided that such Usage Data will not be disclosed to any third parties, except for (a) our employees, independent contractors, agents, service providers and subcontractors who need access to such Usage Data so that we can carry out our obligations stated in these Terms, or (b) other legitimate purposes so long as such Usage Data does not identify you as the source or subject of such Usage Data. 
  3. Your Responsibilities.
      1. Your Obligations.  You will provide us (or our Partner) with the following: (a) access to Customer Sites and the Customer Equipment, including permission to retrofit such equipment with the Hardware; (b) access (including remote access, if applicable) to your computer equipment, network systems, and any other services, personnel, information, tools, or materials reasonably necessary to enable your use of the Teleo System; (c) access to the Hardware to perform tests on, modify, and service the Hardware; and (d) all cooperation and assistance reasonably requested by us in our performance under this Agreement.  Except as expressly stated in this Agreement, you are responsible for and will bear all costs of acquiring the necessary systems, personnel, teleoperation office space, and information for you to effectively access and use the Teleo System and maintain the Hardware in good repair.  You are solely responsible, and we will have no liability, for: (1) knowing and complying with any laws, rules, or regulations applicable to your use of the Teleo System; (2) obtaining and maintaining all required permits, consents and permissions in relation to your use of the Teleo System (including any permissions of your personnel or site visitors that may be required for us to record and use the Recordings as specified above); and (3) the security or privacy of any wireless network system or router used in connection with the Teleo System.  You must comply with all our instructions regarding use, maintenance, and storage of the Hardware.  Except for a material defect in the materials or workmanship of the Hardware or damage to the Hardware caused by our acts or omissions, if the Hardware, while in your control and care, becomes inoperative or malfunctions or is lost or damaged beyond repair, then you will pay use the costs necessary to restore or replace the Hardware so that we are able to provide and you may continue using the Teleo System hereunder.
      2. Restrictions.  You may not, and may not allow any third party to: (a) copy, modify, or create derivative works or improvements of the Teleo System (or any portion thereof); (b) reverse engineer, disassemble, decompile, modify, or alter the Teleo System (or any portion thereof); (c) rent, lease, loan, resell, sublicense, distribute, or otherwise commercially exploit or make available the Teleo System (or any portion thereof) to any third party; (d) tamper with, remove, relocate out of the Customer Site, or otherwise interfere with the Hardware, including attempting to fix or repair the Hardware; (e) remove or alter any proprietary notices included in the Teleo System; or (f) use or access the Teleo System in order to develop any products, services, or other materials that compete with the Teleo System or the Ancillary Services.  If we reasonably suspect any breach of these requirements, we may suspend your access to the Teleo System, in addition to such other remedies as we may have under this Agreement, in law or in equity, until such breach has been remedied.  
      3. Provision of Feedback. You will cooperate with us in evaluating the Teleo System and its current and new features and work with us to identify and resolve any errors or defects in the Teleo System. All feedback, comments, suggestions and ideas about the Teleo System and the Ancillary Services that you provide to us hereunder are referred to collectively as “Feedback”.
      4. Licensed Hardware. In the case that we license, but do not sell, certain Hardware to you (“Licensed Hardware”), such Licensed Hardware will remain our personal property and will not be considered a fixture, or an addition to, any part of the Customer Equipment. You will ensure that no part of any Licensed Hardware becomes a part of any collateral that is subject to any lease or other security interest. You will not permit any modification of the Licensed Hardware, including any attachment of an apparatus not furnished by us. In the case of any such lease or security interest, the lessee or security holder will not be entitled to any third party interest under this Agreement and we expressly disclaim all obligations related thereto. If the Customer Equipment is not owned by you, you will ensure that the Licensed Hardware is removed from the Customer Equipment prior to it being returned to, or repossessed by, the lessor or owner of such Customer Equipment.
      5. Compatibility. You or your Customer Equipment dealers or supplier (“Dealers”) are responsible for ensuring that the Customer Equipment is compatible with the Teleo System and that the installation of the Hardware and use of the Teleo System will not void or adversely impact, in whole or in part, the warranty offered by the manufacturer of the Customer Equipment. We will have no responsibility with respect to the foregoing, except that we will provide you and your Dealers with all reasonable assistance in connection with your obligations under this Section. 
  4. Fees and Payment.  
      1. Fees and Invoicing.  Where you purchase Hardware or any Ancillary Services directly from our Partner, differing terms may apply to such purchases.  You will pay the fees specified in the applicable Order (the “Fees”) and, unless specifically stated in the Order to the contrary, the following payment terms apply:  All Fees are payable in U.S. Dollars and are non-refundable. Any payment not received from you by the due date may accrue, at our discretion, late charges at the rate of one percent (1%) of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If payment of Fees is thirty (30) days or more overdue, we reserve the right to suspend your access to and use of the Subscription Services, without any liability, until such amounts are paid in full.  If payment of Fees is sixty (60) days or more overdue, in addition to any of our other rights or remedies, we reserve the right to terminate this Agreement and reclaim any Licensed Hardware.  
      2. Taxes.  All Fees are exclusive of all local, state, federal, and foreign taxes, levies, or duties of any nature (“Taxes”), and you are responsible for payment of all Taxes applicable in respect of all Fees or otherwise related to the provision and use of the Teleo System and the Ancillary Services (excluding any taxes based on our income) and any related penalties and interest.  You will make all payments of Fees to us (or our Partner) free and clear of, and without reduction for, any withholding Taxes such that after making such payments, we receive an amount equal to what we would have received if such deduction, withholding or payment had not been made.  Upon request, you will provide us with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such Taxes have been paid
      3. Reimbursable Expenses.  For any Ancillary Services provided onsite, you will reimburse us for all reasonable travel and out-of-pocket expenses (including any Taxes in respect thereof) incurred by us if such reimbursement is provided for in the applicable Order.  
  5. Proprietary Rights. 
      1. Customer IP.  As between the parties, you own all right, title, and interest in and to: (a) your name and associated trademarks; (b) your Confidential Information; (c) the Customer Equipment and (d) all Intellectual Property Rights in the foregoing (collectively, the “Customer IP”).  No license or other rights to any of the Customer IP are granted to us, and all such rights are hereby expressly reserved.  
      2. Teleo IP.  As between the parties, we (or our Partners or licensors) own all right, title, and interest in and to: (a) our name and logo, and all product names and trademarks associated with the Teleo System; (b) the Teleo System (including all portions and components thereof), outcomes of the Ancillary Services, the Documentation, and any and all enhancements, improvements, developments, derivative works, or other modifications made thereto; (c) the Usage Data; (d) our Confidential Information; (e) the Recordings, and (f) all Intellectual Property Rights in the foregoing (collectively, the “Teleo IP”).  No other license or other rights to any of the Teleo IP are granted under this Agreement, and all such rights are hereby expressly reserved. 
      3. Feedback.  All Feedback will be our sole and exclusive property and you irrevocably transfer and assign to us your right, title, and interest in and to all Feedback and Intellectual Property Rights therein.  At our request and expense, you will execute documents and take such further acts as we may reasonably request for us to acquire, perfect, and maintain our Intellectual Property Rights in and other legal protections for the Feedback.
      4. Names and Logos. We may list you as a customer in written, oral, and electronic marketing materials (including on our website) and use your name and logo for the foregoing purpose. We will comply with any of your branding guidelines and instructions that you make available to us.  All other use by a party of the other party’s name, logo, or trademarks will only be upon such party’s prior written consent.  
  6. Confidentiality.
      1. Confidential Information.  As used herein, “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as “Confidential,” “Proprietary,” or the like and information that the Receiving Party should reasonably understand as being confidential or proprietary given the nature of the information and the circumstances of the disclosure, including without limitation, any specific terms set forth in an Order.  Confidential Information will not include any information that: (a) is or becomes generally known to the public without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (b) was in the rightful possession or known by the Receiving Party prior to receipt from the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party who obtained such Confidential Information without any breach of any obligation owed to the Disclosing Party; (d) was independently developed by the Receiving Party without the Receiving Party’s breach of any obligation owed to the Disclosing Party or (e) is disclosed to a third party in response to a subpoena or order of a court or administrative agency, provided that the Receiving Party complies with the following section. 
      2. Protection.  Each party agrees not to disclose the other party’s Confidential Information, or use the other party’s Confidential information, for any purpose other than to perform its obligations or exercise its rights under this Agreement, and will protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information.  The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives and service providers having a legitimate need to know, provided that such parties are bound to confidentiality obligations no less protective of the Disclosing Party’s Confidential Information than this Section 6 and that the Receiving Party remains responsible for compliance by any such party with the terms of this Section 6.  
      3. Compelled Disclosure.  If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior written notice of such compelled disclosure and reasonable assistance (at Disclosing Party’s cost) if the Disclosing Party wishes to contest the disclosure or seek a protective order.  
      4. Remedies.  If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
  7. Representations and Warranties; Repair Obligation; Disclaimers. 
      1. Mutual Warranties.  Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full right, power, and authority perform its obligations under this Agreement; (c) this Agreement constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms; (d) the performance of a party’s obligations under this Agreement will not result in a breach or conflict of, or constitute a default under, any instrument or other contract to which such party is bound and (e) it will comply with all applicable laws in carrying out its obligations hereunder.  
      2. By Customer.  You represent and warrant that you have all necessary rights, consents, and permissions to grant the rights and licenses granted by you in this Agreement, including, but not limited to, the rights, consents, and permissions necessary to allow us to exercise our rights with respect to the Recordings and to allow us to install the Hardware on the Customer Equipment.  In the event of a breach of any the foregoing warranty, in addition to any other remedies available at law or in equity, we may immediately suspend your access to and use of the Teleo System to prevent harm to us.  
      3. By Teleo. We represent and warrant that the Teleo System will operate in material conformance with the Documentation, and we will perform our obligations hereunder in a professional and workmanlike manner in accordance with generally accepted industry standards for similar services.  Subject to the Repair Obligation below, our sole obligation for any violation of this section will be our commercially reasonable efforts to correct such non-compliance in a timely manner.  WE DO NOT REPRESENT OR WARRANT THAT THE TELEO SYSTEM IS OR WILL BE FREE FROM DEFECTS, AND YOU ACKNOWLEDGE THAT THE TELEO SYSTEM IS NOT FREE FROM DEFECTS.
      4. Repair Obligation. We agree to use commercially reasonable efforts to address any material defects in materials and workmanship in the Hardware (the “Repair Obligation”) that arise during the one-year period after the Effective Date (the “Repair Term”). The foregoing Repair Obligation does not apply to any defect resulting from (i) your handling, storage or use of the Hardware not in accordance with the Documentation and any operating specifications or instructions published or provided by us; (ii) the negligence, accident, misuse, tampering, installation, maintenance or repair of the Hardware by a party other than our personnel or our Partner; (iii) any other cause beyond our reasonable control, including but not limited to normal wear and tear and abuse, misuse or lack of proper care; (iv) use of hardware not provided by us; or (v) breakdowns, fluctuations, or interruptions in electric power or the telecommunications network (collectively, the “Exceptions”).  If any material defects in materials and workmanship affect the operation of the Hardware during the Repair Term and you have provided us with reasonable evidence of thereof, then (a) we will repair or replace any defective the Hardware, or (b) if we determine that the foregoing will not remedy the material defect, then we will accept the return of the Hardware, provide a prorated refund of any prepaid Subscription Services Fees, and terminate any remaining Orders. Our obligation to repair or replace any defective Hardware is conditioned on your being current on the payment of all Fees due and payable as of the date of your request to us. If the Hardware or a component incorporated within it is no longer available, we may replace the Hardware with a similar component of similar function, at our sole discretion. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR EXCLUSIVE LIABILITY, FOR ANY DEFECTS IN HARDWARE. THE TERMS OF THIS PARAGRAPH DO NOT EXCLUDE, RESTRICT OR MODIFY ANY MANDATORY STATUTORY RIGHTS APPLICABLE TO YOUR USE OF HARDWARE. 
      5. Disclaimers. EXCEPT FOR ANY WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION, THE TELEO SYSTEM (INCLUDING ALL PORTIONS AND COMPONENTS THEREOF) AND ANY SERVICES PROVIDED UNDER THESE TERMS OF SERVICE AND ALL ORDERS ARE PROVIDED “AS IS,” AND WE DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THE RESULTS OF USE OF THE TELEO SYSTEM, AND YOU ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. YOU SHOULD NOTE THAT IN USING THE TELEO SYSTEM, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER OUR CONTROL (SUCH AS A THIRD PARTY SERVERS). WE MAKE NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.
  8. Indemnification. 
      1. General Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify and hold the other party and its officers, directors, employees, agents and affiliates harmless from and against any losses, costs, liabilities and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of any third-party claim, suit or action related to (a) the breach by the Indemnifying Party of its representations, warranties and covenants made in Section 7, or (b) such Indemnifying Party’s gross negligence or willful misconduct. 
      2. Indemnification by Teleo. We will indemnify and hold Customer and its officers, directors, employees, agents and affiliates harmless from and against any Losses arising out of (a) any third party claim, suit or action alleging that the Teleo System infringes upon any patent issued in the U.S. or any trademark rights or copyrights enforceable in the U.S., or misappropriates any trade secret (an “Infringement Claim”); or (b) any personal injury, death or damage to tangible property caused by any material defects in materials or workmanship of the Hardware. Our obligations under this Section do not apply with respect to (i) an Infringement Claim to the extent such Infringement Claim arises from (1) any materials or components provided by any third party, (2) modification to the Teleo System made by any person other than our personnel or our Partners, or (3) your continued use of the allegedly infringing material after being notified thereof and instructed to cease use of the allegedly infringing material; (ii) any Claim (as defined below) arising in whole or in part due to the negligence or willful misconduct of you or parties acting for you, use of the Teleo System not in accordance with this Agreement and the Documentation or any Exceptions (as defined above); or (iii) any Claim arising due to the combination of the Teleo System (or any portion or component thereof) with any software or hardware not provided by us.  If we determine that the Teleo System is or may be subject to an Infringement Claim, we may, at our option and expense, either procure for you a license to continue distributing such the Teleo System or replace or modify the allegedly infringing portion or component of the Teleo System.  If we determine that neither of the foregoing is practical or otherwise reasonably available, we may immediately terminate all your Orders and will provide you with a prorated refund of any Subscription Services prepaid by you for the then-current License Period. THE REMEDIES SET FORTH IN THIS SECTION STATE OUR SOLE AND EXCLUSIVE OBLIGATION AND LIABILITY TO YOU OR ANY OTHER PARTY IN RELATION TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 
      3. By Customer. You will indemnify and hold us and our officers, directors, employees, agents and affiliates harmless from and against any Losses arising out of (a) any personal injury, death or damage to tangible property caused by any negligence or error in the operation or care of the Teleo System by you or anyone acting on your behalf or the occurrence of any of the foregoing cause by or related to any Exception (collectively, an “Injury Claim”); (b) any breach by you of Sections 2.2(c), 3.1, 3.2, 3.5 or 7.2; and (c) any claim, suit or action by the lessor or owner of the Customer Equipment. In addition, you will promptly reimburse us for any Losses incurred by us in connection with the Injury Claim. 
      4. Procedure.  Each Indemnifying Party’s obligations set forth in this Section  are contingent on: (a) the other party (the “Indemnitee”) providing the Indemnifying Party with prompt written notice of any claim for which the Indemnitee is seeking indemnification under this Section (a “Claim”), but only if the Indemnifying Party is materially and adversely prejudiced by failure to receive such notice; (b) the Indemnifying Party having the right to defend the Claim with counsel of its choosing; (c) the Indemnifying Party having the  right, in its sole discretion, to settle the Claim, provided that any such settlement will be subject to the written approval (which will not be unreasonably withheld, delayed or conditioned) of the Indemnitee if such settlement imposes any monetary or material non-monetary obligations on the Indemnitee (other than Indemnitee no longer using the Teleo System, if applicable) or includes any release of claims by Indemnitee as part of any such settlement; and (d) the Indemnitee providing (at the Indemnifying Party’s expense) such assistance and information as the Indemnifying Party may reasonably require to investigate, defend, or settle the Claim.
  9. Limitations on Liability. 
      1. Consequential Damages.  TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY MAY BE HELD LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF CONTENT OR DATA, COST OF COVER, OR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, WE EXERCISE NO CONTROL OVER AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF OR BASED UPON ANY RESULTS OF YOUR USE OR OPERATION OF THE TELEO SYSTEM OR ANY DECISIONS MADE BY THE YOU (INCLUDING YOUR MACHINE OPERATORS) WITH RESPECT TO USE OF THE TELEO SYSTEM.  
      2. Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR: (a) A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 6; (b) EACH PARTY’S RESPECTIVE INDEMNIFICATION OBLIGATIONS; (c) CUSTOMER’S BREACH OF SECTION 3.2; OR (d) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (COLLECTIVELY, THE “EXCLUSIONS”) AND ANY AND ALL FEES OR PAYMENTS OWED BY CUSTOMER TO TELEO, NEITHER PARTY’S MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL EXCEED THE FEES PAID BY CUSTOMER TO TELEO DURING THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. IN ADDITION, EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE EXCLUSIONS WILL NOT EXCEED THE GREATER OF (i) THREE TIMES (3X) THE FEES PAID BY CUSTOMER TO TELEO DURING THE TWELVE-MONTH PERIOD PRECEDING THE FIRST CLAIM OR (ii) $500,000. 
  10. Term and Termination.
      1. Term.  The “Term” of this Agreement begins upon the date you execute an Order Form for purchase of the Teleo System and continues until the earlier of (i) the expiration date for your last active Order, or (ii) a party’s termination done in accordance with this Agreement.  Unless otherwise stated therein, Orders for the Subscription Services are recurring and will be renewed annually unless you provide us notice of your intent to not renew at least thirty (30) days prior to the end of the then-current Subscription Period. 
      2. Termination.  Either party may terminate this Agreement and/or any Order with immediate effect by giving the other party prior written notice, if the other party: (a) commits a material breach of any of its obligations under this Agreement, which breach is not cured or curable within thirty (30) business days following receipt of written notice, or the parties reasonably agree cannot be cured within such period; (b) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (c) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; (e) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (f) has wound up or liquidated its business, voluntarily or otherwise. We may also terminate this Agreement and/or any Order immediately upon written notice to Customer in the event Customer infringes or otherwise violates Teleo’s Intellectual Property Rights.
      3. Effect of Termination.  Any termination of this Agreement will automatically result in the termination of all Orders outstanding hereunder, but any termination of a single Order without also terminating this Agreement will not affect any other Orders. Upon any termination or expiration of this Agreement and/or the applicable Order(s): (a) the rights and licenses granted to you in this Agreement or the applicable Order will automatically terminate; (b) you will cease all use of the Teleo System under the applicable Order(s) and delete, destroy, or return all copies of the applicable Documentation and Software in its possession or control; (c) you will make the applicable Licensed Hardware and Software readily available for us to uninstall and reclaim; (d)  you will be responsible for payment of any monies (including any Fees and expenses) due to us for any period prior to the effective date of such termination and (e) only in the event of full termination, each party will return or destroy (and provide certification of such return or destruction upon request) any of the other party’s Confidential Information then in its possession, provided that each party may retain copies of the other party’s Confidential Information contained in computer files maintained pursuant to the Receiving Party’s customary archiving or back-up procedures (which retained copies will remain subject to the restrictions set forth in Section 6). 
      4. Survival.  Sections 1, 2.3, 2.4, 3.4, 4, 5, 6, 7, 8, 9, 10.4, 10.5 and 11 and all other provisions, including without limitation, all Orders and policies listed herein, that may be reasonably interpreted as surviving termination or expiration, will survive the termination or expiration of this Agreement.
  11. General.
      1. No Waiver.  This Agreement and any Order may not be altered, amended, or modified in any way except by a writing signed by both parties.  The failure of a party to enforce any provision of this Agreement or any Order will not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.
      2. Severability.  If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the rest of this Agreement will remain in full force and effect.
      3. Governing Law.  This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of California, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.  Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the competent federal, state, and local courts in Santa Clara County, California in connection with any action arising out of or in connection with this Agreement.  
      4. Entire Agreement.  These Terms of Service, together with Order terms and conditions, constitutes the entire agreement, and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof.  In the event of a conflict between this Agreement and the terms of any Order, the Order will govern. Any purchase order, written terms or conditions, or other document that you send to us that contains terms that are different from, in conflict with, or in addition to this Agreement are hereby rejected and will be void with no effect.  No waiver, modification, or addition to this Agreement, or any assignment of your rights or obligations under them is valid or binding on us unless in writing and signed by our authorized representative.  
      5. Relationship.  The parties are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.  Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, or to bind the other party in any respect whatsoever.  This Agreement does not confer any benefits on any third party.
      6. Force Majeure.  Except for your payment obligations, neither party will be liable for failure to perform or delay in performing any obligation set out in this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction, power outage, telephone outage, internet access, or any other similar cause beyond its control (each a “Force Majeure Event”).
      7. Assignment.  You may not delegate or assign your rights, duties, and obligations in this Agreement without our prior written consent (not to be unreasonably withheld, conditioned, or delayed).  Any attempted assignment without such consent will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. 
      8. Notices.  Notices to us will be provided via email to support@teleo.ai. All notices to you will be provided via email to the relevant contact(s) designated by you in your account. Notice is effective upon receipt.

 

OPERABILITY POLICY

This Policy sets out Teleo’s commitment for the functional continuity of the Teleo System. This Policy is at all times subject to our Terms of Service.

  1. System Operability. We will use reasonable efforts to ensure that the Teleo System is Operable on a particular piece of Customer Equipment for at least ninety percent (90%) of the time per calendar month (the “Operability Commitment”). 
  2. Definitions. 
      1. “Excluded Issues” means any event in which the Teleo System is not operating due to any (a) act or omission by Customer or a third party not under our control or access to or use of the Teleo System that does not comply with these Terms of Service or the Documentation; (b) Customer’s Internet connectivity; (c) any causes beyond our reasonable control; (d) failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by Teleo (including any Customer Equipment); or (e) Scheduled Downtime. 
      2. “Inoperable” means Customer is unable to access and use the Teleo System (other than any access or use problems caused by or related to any Excluded Issue.  The period of Inoperability is calculated as the time between Customer’s notification to us that the Teleo System is Inoperable until the time that use is restored for (or a workaround has been made available to) Customer. 
      3. “Operable,” “Operating” and “Operate” means the Teleo System is operating in material conformance with the Documentation and is not Inoperable. 
      4. “Scheduled Downtime” means system downtime for routine maintenance of the Teleo System that occurs outside of normal operating hours i.e., at night or on the weekends. We will use all reasonable efforts to give Customer at least 48 hours prior notice for Scheduled Downtime.
  3. Subscription Services Fee Credits. If the Teleo System does not meet the Operability Commitment with respect to a particular piece of Customer Equipment in a particular month, Customer may submit a written notice to us within ten (10) days of the end of the applicable calendar month, which written notice must include the dates and times during which the Teleo System was Inoperable in such month.

Upon receipt of such a written notice, we will have thirty (30) days to review the request and to validate the information provided.  If we determine that the Teleo System failed to meet the Operability Commitment, then any Subscription Services Fee previously paid by Customer for such Customer Equipment for such month will be credited for the period we determine that the Teleo System was Inoperable. Subscription Services Fee credits will be deducted from future Subscription Services Fees in Customer’s next invoice, or if no such future invoices are issued, such Subscription Services Fee credit amount will be refunded to Customer following termination of all Orders. For the sake of clarity, if the Teleo System is Inoperable during a particular month due to any Excluded Issues, then no credit will be applied.