Special Terms

AUTOTURN ONLINE

1. “Maximum Amount of Data Storage” means the maximum amount of data that each Authorized User may store on Transoft provided storage media using the Software, as determined from time to time by Transoft in its discretion. Currently the Maximum Amount of Data Storage pursuant to Transoft’s standard terms of use for the SaaS Products and Services is 100MB. Transoft may in its discretion offer to make available additional storage capacity to the Subscriber for an additional fee and otherwise on terms and conditions acceptable to Transoft.
2. The Subscription Fee for AutoTURN Online is based on the understanding that You will not exceed the Maximum Amount of Data Storage. Should You exceed the Maximum Amount of Data Storage, Transoft is entitled to charge an additional fee to You, as determined by Transoft.
3. Service Levels. Transoft’s service level commitment is that the Online Services will be made available for use for a minimum of 99.5% of the time during each calendar year. Notwithstanding the foregoing, the Subscriber acknowledges and agrees that the Online Services may be unavailable from time to time as a result of scheduled and unscheduled maintenance or other circumstances beyond the control of Transoft. In the event that Transoft is not able to meet the service level commitment for the availability of the Online Services, Transoft may, at its sole discretion, extend the Initial Term or any Renewal Term by a corresponding period of time in which the Online Services was unavailable. The Subscribers agrees that any such extension of the Initial Term or any Renewal Term will be the Subscriber’s only form of compensation in respect of Transoft not meeting the service level commitment and that such compensation will be at Transoft’s sole discretion. Furthermore, Subscriber acknowledges and agrees that Transoft shall not be responsible for Subscriber’s inability to access or use the Online Services as a result of failures, errors unavailability or inoperability of Subscriber’s equipment or communication services or any service, equipment or communication disruptions to the extent such disruptions are caused or contributed to by Subscriber or any third parties.

KEY PRODUCTS AND GUIDESIGN LANE MARKINGS

1. “Key Products” refers to all of the following products: KeySIGN, KeySIGN Eire, KeyLINES, KeyPOST, KeySIGNALS, KeySCAPE, KeySCAPE LT, KeySCAPE RT, KeyTREE, KeyTREE LT, KeyACCIDENT, KeyOSC Mapper, KeyLIGHTS, AutoLUX, AutoSTRIPE, AeroSTRIPE, Sign Design Pro, Line Design Pro.
2. Except as expressly amended by this document, You and Transoft ratify and confirm the Agreement as it existed immediately prior to the acceptance of this document by Transoft. The Agreement and this document shall be read and construed as one document and in the event of any conflict or inconsistency between the provisions of this document and the Agreement as it existed immediately prior to the acceptance of this document by Transoft, the provisions of this document shall prevail and govern the interpretation thereof but only in respect of such conflict or inconsistency.
3. License Type Exceptions. All customers who purchased a Single License for Key Products (as defined in the Transoft Solutions UK License Agreement) prior to January 1, 2022 retain the right granted under the original license to share this license between multiple users and do not need to uninstall the software when moving between different computers whilst it remains under active subscription or service agreement. This right extends to any additional purchases of this product made by these customers after January 1, 2022 up until December 31, 2023.All customers who Multi User License for Key Products (as defined in the Transoft Solutions UK License Agreement) prior to January 1, 2022 retain the right granted under the original license to install the software at multiple Sites without requiring additional Site Activation fees. This right extends to any additional purchases of this product made by these customers after January 1, 2022 up until December 31, 2023. The customer may be requested at license renewal to provide details regarding the number and location of Sites where the software is being used and is obligated to provide that.
4. Object Enabler Software. For the Special Terms, “Object Enabler Software” means software programs developed and distributed by Transoft that allow for viewing and interaction with AutoCAD Custom Objects that were created by Key Products.You may install the Object Enabler Software in a single location on a single hard disk or other storage device; install and use the Object Enabler Software on a file server for use on a network for the purpose of installation onto hard disks or other storage devices or use the Object Enabler Software over such network; and make backup copies of the Object Enabler Software. You may make unlimited copies of the Object Enabler Software and give copies to other persons or entities so long as all such copies contain the Software License Agreement including these special terms. The Object Enabler Software may be used only in conjunction with licensed Autodesk/Transoft software for the sole purpose of viewing files created by Transoft software, and may not be used to otherwise further extend the functionality of your licensed Transoft software, or in conjunction with any third-party software products that compete with, or are substantially similar in their expression to, any Transoft software product.
5. Fonts Supplied with Key Products Software is a set of computer fonts officially approved by the relevant government transport department (including Transport and Motorway fonts). These fonts are required to be installed on a Computer Device for the drawings using them to display correctly. However, these fonts are software products independent of the Software and are protected by intellectual property law and may only be used on these special terms . They may not be reverse engineered or modified in any way. They must not be copied onto a Computer Device for which a License has not been granted for the fonts. The License for the use of a copy of Transoft Solutions software does not automatically permit the copying, or transmittal of any kind, of the font files without express permission. Permission for this may be granted by Transoft Solutions in its discretion on application by You.To display the fonts correctly when an AutoCAD drawing using these is transferred electronically, the Real Text feature should be used. This feature is covered in detail in the User Manual. You may also create static images using the fonts.Any True Type fonts supplied, once installed into Windows, become available for use in other software such as Microsoft Word. You are permitted (in the case of a Term License, only for the duration of the Term) to use the fonts to create and save documents. However, when a document is to be sent outside of Your organization, You must embed the font where this option is available. It must not, however, be possible to extract the font from the document on the subject Computer Device as this will constitute a transmission of the font.If You have any doubts about the special terms applicable to fonts, please contact Transoft Solutions. You must not copy or permit the copying or transmission of any kind of any of the files which are the composite parts of the software without the express permission of Transoft Solutions in writing.

TRAFXSAFE AND TRAFXFLOW

1. Software as a Service. TrafxSAFE and TrafxFLOW are provided as Software as a Service under a limited term Subscription License, with the Expiry Date for such license indicated in the date of the Quote or Invoice for any TrafxSAFE or TrafxFLOW project, whichever is later.
2. Data limits. Unless specifically otherwise agreed, data for processing for TrafxSAFE projects will be limited to 100 hours of video per camera. TrafxSAFE CONNECT data limits that are processed outside of Transoft’s servers are subject to any data limits provided in the quotation or invoice.
3. Video Quality. You are responsible for providing video of sufficient quality for analysis by Transoft. Calibration and video quality checks must be performed prior to primary video analysis is commenced. If the system is yielding insufficient recognition or movement classification results, Transoft may, in its sole discretion may provide support or advice to remedy the issue, but is not obliged to do so. Processing of video data should not be commenced until video quality and configuration is confirmed. Transoft makes no guarantee that video received will be of sufficient quality to generate reliable analysis and bears no liability in that regard.  Failure by You to provide video of sufficient quality will not automatically result in a refund.
4. Camera setup. Where You are setting up cameras to collect video of the intersection that is referenced in the Invoice as the subject of the TrafxSAFE or TrafxFLOW project, the following criteria must be adhered to. Failure to set up cameras correctly may impair video quality and result in refusal by Transoft to process such data.
   1. Vehicle-only studies: minimum video resolution of 640×480;
   2. Pedestrian and/or cyclist studies: minimum video resolution of 1280×720;
   3. Minimum frame rate of 15 frames per second;
   4. Frame rate must be constant throughout video collection period;
   5. Camera view must be unchanged throughout collection period with regards to height and angle. Measures must be taken to prevent disturbance by wind or from replacement of storage cards and/or batteries;
   6. Camera must be installed between a minimum height of 6 metres and a maximum height of 10 metres (20 to 32 ft.) and angled to maximize capture of the intersection and minimize sky.
5. Reprocessing Fees. If for any reason Transoft must reprocess Your original video data after the initial processing has been performed, additional fees will apply.
6. Data storage. Transoft may store Your data and analysis on its servers in order to provide the service. You may access Your data and analysis up to the subscription expiry date (“Expiry Date”) indicated on the invoice, unless extended through renewal of subscription, or otherwise separately and specifically agreed in writing. All data and analysis are only guaranteed to be retained by Transoft for 30 days after the Expiry Date.  If You wish to retrieve and/or reinstate any such data and analysis, this service will be subject to a separate fee comparable to renewal of Subscription.
7. Ownership of data. All video data supplied by (or on behalf of) You shall remain Your property. All analysis and any reports generated by Transoft concerning such data including annotated video segments are provided to You under license and are Yours to download and retain and use in perpetuity.  Unless otherwise agreed, Transoft may use Your data to train its system and enhance the quality of analysis provided.  All Intellectual Property developed by Transoft and employed in the provision of analysis to You will remain the inalienable property of Transoft.
8. No liability for external reports. Transoft bears no responsibility for recommendations made by external engineers or other professional service providers (“Specialists”) in any reports procured by Transoft on Your behalf. Transoft’s role in procurement of such Specialists’ reports is purely as an agent.  All opinions and recommendations made by such Specialists are made in their own professional capacity and any liability arising from such opinion and recommendations shall remain solely with such Specialists.  Transoft bears no liability for any such opinions or recommendations and makes no warranty therefor.  You fully indemnify Transoft for any and all claims that may arise as a result of You implementing any recommendations made by such Specialists, whether directly or indirectly and regardless of whether such recommendations were made negligently.