Terms

TELEO TERMS OF SERVICE

Published: May 21, 2026
PLEASE REVIEW THESE TELEO TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE TELEO TERMS OF SERVICE BECOME A BINDING LEGAL COMMITMENT WITH TELEO.
These Terms of Service govern access to and use of our technologies and our provision of related services. This is a legally binding agreement between Teleo LLC and our affiliates (“Teleo,” “us”, “we”, “our”) and the entity identified as “Customer” on the applicable order issued by us or our authorized Partner, and is effective as of the earliest to occur of delivery of any Hardware to Customer, the date of Customer’s first Order, or Customer’s first use of the Teleo System or any of its components. If Customer has a separate written agreement with Teleo for Customer’s use of the Teleo System and related Services, these Terms of Service will not apply.
We may modify this Agreement at any time, at our sole discretion. If we do so, we will inform Customer by posting modified Agreement on our website or notifying Customer through other communications. It is important that Customer reviews this Agreement whenever we modify them, as Customer’s continued use of the Teleo System after we have informed Customer of the modified Agreement will indicate to us that Customer agrees to be bound by the modified Agreement. If Customer does not agree to be bound by the modified Agreement, then Customer may not continue to use the Teleo System. Any other notices or communications provided by us under this Agreement may be sent via email or posted to our website.

Definitions.
1. 1. “Agreement” means these Terms of Service, together with all Orders issued hereunder and the policies and documents referenced herein.
  2. “Ancillary Services” means installation, implementation and training services for the Teleo System as provided by us or our Partner. Ancillary Services may be subject to additional professional services terms.
  3. “Customer Data” means data and information provided by Customer in connection with Customer’s use of the Teleo System and Services, inclusive of location information, equipment specifications, and Recordings. Customer Data excludes Usage Data.
  4. “Customer Equipment” means Customer’s construction equipment on which certain Hardware will be installed and for which the Teleo System will be operated.
  5. “Customer Site” means any one or more of those locations owned or controlled by Customer where Customer Equipment operates and/or the Teleo System is used.
  6. “Documentation” means the written, electronic, or online materials that we provide or make available that describe the installation, operation, use or maintenance of the Teleo System (or any component thereof), and includes any written instructions, specifications, or recommendations for use provided by us or our Partners.
  7. “Hardware” means the hardware products developed by Teleo and provided by us or our Partner. Certain Hardware may be licensed to Customer as a Subscription Services component, where applicable.
  8. “Intellectual Property” and “Intellectual Property Rights” mean all intellectual property and proprietary rights, whether registered or unregistered, and whether arising by operation of law, contract, license, or otherwise, including without limitation: (i) inventions, discoveries, improvements, developments, designs, concepts, methods, processes, techniques, formulae, compositions, algorithms, and know-how (whether or not patentable); (ii) patents, patent applications, and rights to apply for patents and similar rights for inventions anywhere in the world; (iii) works of authorship and creative works, including software, source code, object code, databases, documentation, audiovisual works, and other materials subject to copyright or neighboring rights; (iv) trademarks, service marks, trade names, logos, trade dress, and other designations of source or origin, together with all goodwill associated therewith; (v) trade secrets and confidential or proprietary information; (vi) moral rights, publicity rights, and similar rights of attribution or integrity; and (vii) all registrations, applications, renewals, extensions, continuations, divisions, reissues, or equivalents of any of the foregoing, in any jurisdiction worldwide.
  9. “Order” means an ordering document entered between us (or our Partner) and Customer specifying, among other things, the fees, and other relevant terms for delivery and deployment of the Teleo System. Each accepted Order will be interpreted as a single Agreement, independent of other Orders.
  10. “Partner” means our authorized distributor, reseller or services partner who may provide some or all of the Ancillary Services and/or sell the Teleo System (or components thereof) directly to Customer.
  11. “Recordings” means video, audio, and other data recordings of Customer Equipment and/or Customer Site and its surroundings as captured by Teleo System that contains sensors including cameras, microphones, Lidar, Global Positioning System (GPS/GNSS), Inertial Navigation System (INS), Inertial Measurement Unit (IMU), etc.
  12. “Safety Standards” means, collectively, all applicable industry standards, regulatory and licensing board requirements, manufacturer specifications, and generally recognized precautions and best practices relating to the safe installation, operation, and maintenance of equipment of the type used in connection with the Teleo System. Safety Standards include, without limitation, (a) all applicable laws, codes, and regulations; (b) all guidance, procedures, and recommendations described in the Documentation; (c) all specific safety instructions or requirements communicated by Teleo from time to time; and (d) all other reasonable and prudent standards of care customarily observed in the industry and appropriate to the nature of the Customer Equipment, the Customer Site, or use (including through action or failure to act) of the Teleo System.
  13. “Services” means, collectively, the Subscription Services and Ancillary Services.
  14. “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.
  15. “Subscription Period” means that period for which Customer maintains a License for use of the Subscription Services as stated in an Order(s). Each Subscription Period is auto-renewing unless otherwise stated in an Order.
  16. “Subscription Services” means that portion of the Teleo System that is provided by us on a subscription basis, including support services and Software hosting.
  17. “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.
  18. “Usage Data” means any data that is derived from Customer’s 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 Customer’s use and the operation of the Teleo System. Usage Data excludes Customer Data.
The Teleo System.
1. 1. Subscription Services License. Subject to Customer’s compliance with this Agreement and payment of applicable Subscription Services Fees, we provide to Customer the limited, non-exclusive, non-transferable, non-assignable, revocable right to access and use the Subscription Services during the Subscription Period as further described in this Agreement. At the end of the Subscription Period, the foregoing license will expire and Customer’s access to the Subscription Services will cease.
  2. Hardware. Subject to Customer’s payment of applicable costs, the Hardware will be delivered to Customer at the address set out in an Order and installed on Customer Equipment as specified in the applicable Order (or other services agreement, if applicable). Hardware that is affixed to Customer Equipment is purchased outright by Customer and remains in Customer’s possession following the end of the Term.
  3. Support & Maintenance Services. We will use commercially reasonable efforts to maintain the availability, performance, and functionality of the Teleo System in accordance with our Operability Policy below (“Operability Commitment“) and to provide (directly or through our Partners) reasonable technical support services for the Teleo System throughout the Subscription Period (collectively, “Support“). Customer may contact us (or our designated Partner) at the email address and/or phone number set forth in the Order during normal business hours to request Support services. We will provide Customer with all Software updates that we generally make available to our customers throughout the Subscription Period. Where applicable, Customer will be responsible for ensuring that Software updates are put in use within the Hardware installed on Customer Equipment.
  4. Training Services. We (or our Partner) will provide Customer with reasonable training services for Customer to effectively use the Teleo System. Customer is responsible for ensuring that all individuals present where the Teleo System operates have completed such safety training and for maintaining records of attendance and completion.
  5. Restrictions. Customer may not, and may not permit or authorize any third party to, directly or indirectly: (i) copy, reproduce, modify, translate, adapt, improve, or create derivative works or enhancements of the Teleo System (or any component thereof); (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code, underlying structure, ideas, or algorithms of the Teleo System (or any component thereof); (iii) rent, lease, lend, sell, resell, license, sublicense, distribute, transfer, assign, disclose, or otherwise make available the Teleo System (or any portion thereof) to any third party, including by timesharing, service bureau, hosting, outsourcing, or other means; (iv) tamper with, remove, relocate from the Customer Site, repair, alter, or otherwise interfere with any Hardware, component, or system connection forming part of the Teleo System, except as expressly authorized in writing by us; (v) remove, alter, obscure, or deface any proprietary, confidentiality, trademark, or copyright notices, labels, or designations appearing on or in the Teleo System or any Documentation; (vi) access or use the Teleo System or any data derived therefrom for purposes of developing, training, or operating any products, services, or technologies that compete, directly or indirectly, with the Teleo System or any Services offered by us; (vii) access or attempt to access any portion of the Teleo System other than as permitted by this Agreement, including through penetration testing, security scanning, or load testing, without our prior written consent; (viii) use any automated tools, scripts, bots, or data scraping methods to extract, copy, or misuse data or content from the Teleo System; or (ix) bypass, disable, or otherwise interfere with any access control, usage limit, security, or technical protection measure incorporated into or associated with the Teleo System. If we reasonably suspect that Customer or any third party acting on Customer’s behalf have breached any of the foregoing restrictions, we may, without limiting any other remedies available at law, in equity, or under this Agreement, suspend or disable Customer’s access to the Teleo System (in whole or in part) pending investigation and resolution of the suspected breach.
  6. Recordings & Usage Data. Customer acknowledges and grants us adequate rights to collect, analyze, review, store and otherwise utilize Usage Data and Recordings for the following purposes: (i) to operate the Teleo System for Customer’s benefit and provide the Services to Customer, (ii) to internally improve and develop the Teleo System and our other products or services, and (iii) for auditing purposes to verify work completion and compliance with this Agreement (including adherence to Safety Standards). Usage Data and Recordings 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 and/or Recordings so that we can carry out our obligations or exercise our rights stated in this Agreement, or (b) in the case of Usage Data, other legitimate purposes so long as such Usage Data does not identify Customer as the source or subject thereof.
Customer Responsibilities.
1. 1. Access & Resources. Customer will provide us and our Partners with: (i) reasonable access to the Customer Site and Customer Equipment, including permission to install, retrofit, configure, test, or modify Hardware and make any adjustments necessary for the proper installation, operation, and maintenance of the Teleo System; (ii) access (including remote access, where applicable) to Customer’s computer systems, networks, and related infrastructure, and to any personnel, data, information, tools, or materials reasonably required to enable, operate, and maintain the Teleo System and perform the Services; (iii) where applicable, to remove unaffixed Licensed Hardware at the end of the Term; and (iv) all reasonable cooperation, coordination, and assistance requested by us or our Partners to support the installation, operation, maintenance, and ongoing performance of the Teleo System and the Services. We will comply with any and all reasonable safety and security rules and regulations applicable to the Customer Equipment and/or Customer Site that are provided to us in writing.
  2. Proper Use. Except as expressly stated in this Agreement, Customer is responsible for and will bear all costs of acquiring the necessary systems, personnel, teleoperation office space, and information for Customer to effectively access and use the Teleo System and maintain the Hardware in good repair. Customer is solely responsible, and we will have no liability, for: (1) knowing and complying with any laws, rules, or regulations applicable to Customer’s use of the Teleo System; (2) obtaining and maintaining all required permits, consents and permissions in relation to Customer’s use of the Teleo System (including any permissions of Customer’s personnel or site visitors that may be required for us to record and use the Recordings as specified above); (3) the security or privacy of any wireless network system or router used in connection with the Teleo System and (4) compliance with all Safety Standards by Customer and all others (excluding our personnel) who utilize the Teleo System or are otherwise on a Customer Site while the Teleo System is in operation.
  3. Feedback. Customer 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 Services that Customer provides to us hereunder are referred to collectively as “Feedback“.
  4. Compatibility. Customer or the Customer Equipment dealer or supplier is 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 Customer and its dealer with all reasonable assistance in connection with Customer’s obligations under this Section.
  5. Acceptance. Customer will promptly inspect and verify receipt of the Hardware and will confirm operability of the Teleo System on Customer Equipment in a timely manner via verification documentation provided by Teleo. Where Customer fails to affirm receipt or confirm operability, as reasonably requested by Teleo, the Hardware will be deemed received and accepted as of the date of shipment and the Teleo System will be considered accepted and operable as of the date listed on the verification document.
Fees and Payment.
1. 1. Fees and Invoicing. Where Customer purchases Hardware or any Ancillary Services directly from our Partner, differing terms may apply to such purchases. Customer will pay all fees for Hardware, Subscription Services and any Ancillary Services specified in the applicable Order (the “Fees“). Unless specifically stated in the Order to the contrary, the following payment terms apply: (1) All Fees are payable in U.S. Dollars and are non-refundable. (2) Any payment not received from Customer 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. (3) If payment of Fees is thirty (30) days or more overdue, we reserve the right to suspend Customer’s access to and use of the Subscription Services, without any liability, until such amounts are paid in full. (4) Subscription Services Fees begin accruing from the date the Teleo System is first verified as operable under Section 2(e) and apply through the end of all applicable Subscription Periods.
  2. Taxes. All Fees are exclusive of all local, state, federal, and foreign taxes, levies, or duties of any nature (“Taxes“), and Customer is 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 Services (excluding any taxes based on our income) and any related penalties and interest. Customer 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, Customer 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.
Proprietary Rights.
1. 1. Customer IP. Customer (or its licensor) owns and retains all right, title, and interest in and to: (i) Customer’s name and associated trademarks; (ii) Customer’s Confidential Information; (iii) the Customer Equipment, (iv) Customer Data, and (v) all Intellectual Property Rights in the foregoing (collectively, “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. We (or our Partners or licensors) own all right, title, and interest in and to: (i) our name and logo, and all product names and trademarks associated with the Teleo System; (ii) the Teleo System (including all portions and components thereof), outcomes of the Services, the Documentation, and any and all enhancements, improvements, developments, derivative works, or other modifications made thereto; (iii) the Usage Data; (iv) our Confidential Information; (v) Feedback; and (vi) all Intellectual Property Rights in the foregoing (collectively, “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. Use of Customer Name. We may list Customer as a customer in written, oral, and electronic marketing materials (including on our website) and use Customer’s name and logo for the foregoing purpose. We will comply with any of Customer’s branding guidelines and instructions that Customer makes 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.
Confidentiality.
1. 1. Confidential Information. As used herein, “Confidential Information” means all information disclosed by a party (“Disclosing Party“) to the other party (“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: (i) is or becomes generally known to the public without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (ii) 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; (iii) is received from a third party who obtained such Confidential Information without any breach of any obligation owed to the Disclosing Party; (iv) was independently developed by the Receiving Party without the Receiving Party’s breach of any obligation owed to the Disclosing Party; or (v) 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 this 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 and that the Receiving Party remains responsible for compliance by any such party with the terms of this Section.
  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.
Representations and Warranties.
1. 1. Mutual Warranties. Each party represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (ii) it has full right, power, and authority to perform its obligations under this Agreement including, in Customer’s case, consents and permissions for Recordings and affixing Hardware to Customer Equipment; (iii) this Agreement constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms; and (iv) 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.
  2. By Customer. Customer further represents and warrants that (i) Customer will operate the Teleo System in a safe manner and at all times will comply with and cause other users of the Teleo System and Customer Site visitors to comply with all applicable Safety Standards and (ii) Customer has obtained all consents and permissions applicable to the capture and use of Recordings and affixing of Hardware to Customer Equipment; and (iii) Customer will comply with all applicable laws in using the Teleo System and carrying out Customer’s obligations hereunder. 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 Customer’s access to and use of the Teleo System to prevent harm to us.
  3. By Teleo. We further represent and warrant that (i) the Teleo System will operate in material conformance with the Documentation, (ii) we will perform our obligations hereunder in a professional and workmanlike manner in accordance with generally accepted industry standards for similar services; and (iii) we will comply with all applicable laws in providing the Teleo System and Services and otherwise carrying out our obligations hereunder. 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.
Hardware Repair.
1. 1. Obligation. Subject to the remainder of this Section and our obligations under Section 2(c), we will use commercially reasonable efforts to address any material defects in materials or workmanship in the Hardware (“Repair Obligations“) that arise during the one-year period after delivery of the Hardware (the “Repair Term“). These Repair Obligations do not apply to any defect, malfunction, or damage to the Hardware: (i) resulting from Customer’s or any third party’s handling, storage, installation, or use of the Teleo System other than in accordance with the Safety Standards and Documentation; (ii) caused by negligence, accident, misuse, abuse, lack of proper care, tampering, or unauthorized maintenance, servicing, or repair by any party other than us or our Partner; (iii) arising from normal wear and tear or any cause beyond our reasonable control; (iv) caused by any hardware, software, or other technology not supplied or specified by us; or (v) resulting from power failures, surges, fluctuations, or interruptions in electric, internet, or telecommunications services (each, an “Exclusion Event“).
  2. Process. Upon receiving Customer’s request for repair, which must include reasonable documentation showing the Hardware is defective, we will promptly review and assess the request. Where we determine that the defect is covered by the Repair Obligations, we will, at our option: (i) repair or replace the defective Hardware, which may include on-site repair, remote servicing, or replacement shipment; or (ii) if we determine that repair or replacement will not remedy the defect, accept return of the defective Hardware and provide a prorated refund of any prepaid Subscription Service Fees corresponding to the remaining Subscription Period. If the same or equivalent hardware or component is no longer available, we may replace it with a functionally equivalent model or component, at our discretion.
  3. Conditions. Our Repair Obligations are conditioned upon Customer being current on all Fees due and payable as of the date of the repair request and Customer’s fulfillment of the obligations set out in this Section. Customer will cooperate with us and our authorized personnel (or Partner personnel) to facilitate Hardware inspection and repair, or replacement, including: (i) providing Teleo (or our designees) reasonable access to the Customer Site and Customer Equipment during normal business hours to inspect, repair, or remove the affected Hardware; and (ii) following our instructions regarding return, shipment (if applicable), or replacement of defective Hardware, as well as any future use instructions we may provide.
  4. Remedies. THIS SECTION AND SECTION 2(C) SET FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND TELEO’S ENTIRE LIABILITY, FOR ANY DEFECTS IN OR INOPERABILITY OF THE HARDWARE OR THE TELEO SYSTEM. NOTHING IN THIS SECTION LIMITS ANY NON-WAIVABLE STATUTORY RIGHTS THAT MAY APPLY TO CUSTOMER. ALL COSTS ASSOCIATED WITH REPAIRING OR REPLACING HARDWARE DUE TO AN EXCLUSION EVENT OR ARISING AFTER THE REPAIR TERM WILL BE BORNE BY CUSTOMER.
Indemnification.
1. 1. General Indemnification. Each Party (“Indemnifying Party“) agrees to indemnify and hold the other party and its officers, directors, employees, agents, partners and affiliates (“Indemnitees“) 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 (“Claim“) related to (i) the breach by the Indemnifying Party of its representations, warranties and covenants made in Section 7, or (ii) such Indemnifying Party’s gross negligence or willful misconduct.
  2. Indemnification by Teleo. Teleo will further indemnify and hold Customer and its officers, directors, employees, and affiliates harmless from and against any Losses arising out of (a) any Claim 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 Claim of personal injury, death or damage to tangible property caused by our 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) Customer’s continued use of the allegedly infringing material after being notified thereof and instructed to cease use of the allegedly infringing material; (ii) any Claim due to the negligence or willful misconduct of Customer or parties acting for Customer, or use of the Teleo System not in accordance with the Documentation or Safety Standards; 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 or specified 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 Customer 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 Orders and will provide Customer with a prorated refund of any Subscription Services prepaid by Customer for the then-current Subscription Period. THE REMEDIES SET FORTH IN THIS SECTION STATE OUR SOLE AND EXCLUSIVE OBLIGATION AND LIABILITY TO CUSTOMER OR ANY OTHER PARTY IN RELATION TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
  3. By Customer. Customer will further indemnify and hold us and our officers, directors, employees, agents, partners, and affiliates harmless from and against any Losses arising out of (a) any Claim of personal injury, death or damage to tangible property caused by any negligence or error in the operation or care of the Teleo System by Customer or anyone acting on Customer’s behalf, or the occurrence of any of the foregoing caused by or related to any Exclusion Event (collectively, an “Injury Claim“); (b) any material breach of this Agreement by Customer; and (c) any Claims by the lessor or owner of Customer Equipment.
  4. Procedure. Each Indemnifying Party’s obligations contingent on: (i) the Indemnitee providing the Indemnifying Party with prompt written notice of any Claim for which the Indemnitee is seeking indemnification under this Section, but only if the Indemnifying Party is materially and adversely prejudiced by failure to receive such notice; (ii) the Indemnifying Party having the right to defend the Claim with counsel of its choosing; (iii) 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 (iv) 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.
  5. No Circular Indemnity. Notwithstanding any other provision in this Section, a party shall have no indemnity obligation to any Indemnitee for any Claims or Losses to the extent that the other party has a corresponding indemnity obligation under this Section for the same underlying event or circumstance.
Limitations on Liability.
The following Section will be interpreted and enforced to the maximum extent allowable by law. In the event that any law confers additional rights beyond those stated here, such rights will be construed as narrowly as possible to be consistent with the express purpose and intent of this Section.
1. 1. Consequential Damages. EXCEPT FOR: (I) A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS; (II) EACH PARTY’S RESPECTIVE INDEMNIFICATION OBLIGATIONS; (III) CUSTOMER’S BREACH OF SECTION 2(E) (RESTRICTIONS); OR (IV) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (COLLECTIVELY, THE “EXCEPTIONS“), 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 PARTY’S (OTHER THAN US) FAILURE TO ADHERE TO SAFETY STANDARDS IN OPERATION OF THE TELEO SYSTEM, ANY RESULTS OF CUSTOMER’S USE OR OPERATION OF THE TELEO SYSTEM OR ANY DECISIONS MADE BY THE CUSTOMER (INCLUDING CUSTOMER MACHINE OPERATORS) WITH RESPECT TO USE OF THE TELEO SYSTEM.
  2. Liability Cap. EXCEPT FOR THE EXCEPTIONS OR ANY OUTSTANDING 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 EXCEPTIONS 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.
  3. Disclaimers. EXCEPT FOR ANY WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, 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 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, FREEDOM FROM DEFECTS OR ERRORS, FITNESS FOR A PARTICULAR PURPOSE OR USE, QUALITY, SITE COMPATIBILITY, ACCURACY, TITLE, OR NON-INFRINGEMENT. FURTHER, WE DO NOT WARRANT THE RESULTS OF USE OF THE TELEO SYSTEM. CUSTOMER 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.
Term and Termination.
1. 1. Term. The “Term” of this Agreement begins upon the date Customer executes an Order for purchase of the Teleo System and continues until the earlier of (i) the expiration date for Customer’s 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 Customer provides us notice of Customer’s 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 Customer in this Agreement or the applicable Order will automatically terminate; (b) Customer 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) Customer 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 (d) 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(e), 5(b), 6, 7, 9, 10, 11 and 12 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.
General.
1. 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. This Agreement constitutes the entire agreement among us 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 signed Order, the Order will govern. Any purchase order, written terms or conditions, or other document that Customer sends 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 unless expressly agreed and signed by us. No waiver, modification, or addition to this Agreement, or any assignment of Customer’s 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 Customer’s 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. Customer may not delegate or assign Customer’s 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 Customer will be provided via email to the relevant contact(s) designated by Customer in its 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.

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 and to correct functionality of the Teleo System in order to maintain such operability standards (the “Operability Commitment“).
Definitions.
1. 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 the Agreement 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.
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.

The Operability Commitment applies to the performance and availability of the Teleo System as a whole. Hardware repair and replacement matters are governed by the Hardware Repair provisions of the Terms of Service.