Vulcan Line Tools — SaaS & Services Terms

Effective Date: 9/17/25

These SaaS & Services Terms (the “Terms”) govern access to and use of the Azmyth software and related services provided by Vulcan Line Tools, Inc. (“VLT,” “we,” “us,” or “our”) to the customer identified on an Order Form or Statement of Work (“Customer,” “you,” or “your”). If an authorized representative of Customer executes an Order Form or Statement of Work (SOW) referencing these Terms, these Terms are incorporated by reference into such Order Form/SOW (collectively, the “Agreement”).

Important: These Terms are separate from VLT’s Terms & Conditions of Sale for hardware. Hardware purchases remain governed by VLT’s hardware terms; these Terms apply to software subscriptions and professional services.


1. Definitions

  • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

  • “Azmyth” or “Services” means VLT’s hosted software (including Azmyth, Azmyth On-Foot, mobile apps, web apps, APIs, and any modules, analytics, or dashboards), any related documentation, and any professional services, including but not limited to imagery collection, back-office extraction, measurements, Joint Use Audits, Red-Yellow-Green (RYG) assessments, implementation, configuration, training, and support.

  • “Authorized Users” means Customer’s employees, contractors, or agents authorized by Customer to access the Services under Customer’s account.

  • “Customer Data” means data, images, video, GPX files, KML/SHP/GeoJSON, pole locations, attributes, annotations, and any other content submitted or uploaded to the Services by or on behalf of Customer.

  • “Deliverables” means tangible or intangible work product produced by VLT in performing professional services (e.g., reports, exports, shapefiles, KMLs, dashboards, or configured environments).

  • “Documentation” means any user guides, help articles, or specifications provided by VLT for the Services.

  • “Feedback” means suggestions, ideas, or other feedback about the Services.

  • “Order Form” means a written order (including electronic orders) executed by both parties that sets forth the Subscription Term, scope, fees, and any special terms for the Services.

  • “Personal Data” means information about an identified or identifiable natural person.

  • “Subscription Term” means the period during which Customer and its Authorized Users are permitted to use the Services as set forth on the applicable Order Form.

  • “Third-Party Services” means networks, products, services, or data sources not provided by VLT (e.g., NTRIP networks like Premium Positioning, GPS hardware, cloud storage, mapping tiles, or telecommunications services).

  • “Usage Data” means technical logs, telemetry, and analytics about use of the Services (e.g., performance metrics, feature usage, device/browser metadata) that do not include Customer Data except in aggregated/de-identified form.


2. Access; License; Restrictions

2.1 Access Grant. Subject to the Agreement and timely payment of fees, VLT grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer’s internal business purposes and in accordance with the Documentation and these Terms.

2.2 Acceptable Use. Customer shall not, and shall not permit any third party to: (a) copy, frame, mirror, or create derivative works of the Services; (b) reverse engineer, decompile, or otherwise attempt to derive source code (except to the extent such restriction is prohibited by law); (c) use the Services for time-sharing or service bureau purposes or resell, assign, or transfer access other than to Authorized Users; (d) use the Services to store or transmit infringing, unlawful, or harmful content; (e) interfere with or disrupt the integrity or performance of the Services; (f) circumvent usage limits or security controls; (g) use the Services in high-risk environments where failure could lead to death or serious bodily injury (e.g., life support, aviation, nuclear facilities); or (h) use the Services to make legal, engineering, or safety determinations without independent professional review.

2.3 Credentials. Customer is responsible for the confidentiality of account credentials and for all activities under Customer’s accounts. Customer shall promptly notify VLT of any unauthorized access or use.

2.4 Beta/Experimental Features. VLT may make beta or pre-release features available. Such features are provided AS IS, may be modified or discontinued at any time, and are excluded from any uptime commitments or support obligations.


3. Professional Services

3.1 Statements of Work. Professional services (e.g., imagery collection, back-office extraction, measurement, Joint Use Audits, RYG assessments, configuration/training) will be provided under an SOW describing scope, assumptions, Deliverables, timelines, location dependencies, and fees.

3.2 Standard of Performance. VLT will perform professional services in a competent and workmanlike manner in accordance with industry standards. Customer’s exclusive remedy and VLT’s sole obligation for any breach of this warranty will be, at VLT’s option, to re-perform the services or issue a refund of the fees paid for the non-conforming services.

3.3 Deliverables & License. Except as expressly stated in an Order Form/SOW:

  • VLT retains ownership of all intellectual property in the Services and in any tools, methods, templates, or know-how used or developed in delivering services.

  • Upon full payment, VLT grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable license to use Deliverables for Customer’s internal business purposes.

3.4 Customer Dependencies. Customer will: (a) provide timely access to personnel, systems, sites, and data; (b) ensure necessary permits/permissions for imagery collection; (c) designate a knowledgeable point of contact; and (d) review and accept Deliverables within ten (10) days of delivery (deemed accepted if no written rejection identifying material non-conformity).


4. Third-Party Services & Hardware

4.1 Integrations. The Services may interoperate with Third-Party Services (e.g., GPS/NTRIP networks, mapping tiles, data storage). Customer’s use of Third-Party Services is subject to the third party’s terms and privacy policies. VLT does not control and is not responsible for Third-Party Services.

4.2 Premium Positioning White-Label Service.

Certain Services incorporate or rely on third-party administered networks, including RTK/NTRIP services (e.g., Premium Positioning). While such services may be offered under VLT branding, they are administered by third parties. VLT disclaims liability for their availability, accuracy, or performance.

4.3 Third-Party Hardware Sales.

If Customer purchases third-party hardware (including Emlid devices) from VLT, such hardware is provided subject exclusively to the manufacturer’s terms and warranties. VLT provides no additional warranty, and VLT’s liability is limited to passing through the manufacturer’s warranty to Customer. Customer must contact the manufacturer directly for warranty service unless otherwise required by law.

4.3 No Guarantee of Availability/Accuracy. Third-party networks and hardware (including GPS base stations, RTK/NTRIP, or carrier networks) may be inaccurate, unavailable, or degraded. VLT disclaims responsibility for Third-Party Services’ uptime, latency, accuracy, availability, or changes.


5. Data; Security; Privacy

5.1 Customer Data. As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants VLT a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and create derivative works of Customer Data as necessary to provide and improve the Services and professional services.

5.2 Usage and Aggregated Data. VLT may collect and use Usage Data and de-identified/aggregated information derived from Customer Data for analytics, benchmarking, improving the Services, and developing new products, provided that such data does not identify Customer or any individual.

5.3 Security. VLT will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Services and Customer Data. Customer is responsible for secure configuration of its accounts and for secure transmission of data to VLT.

5.4 Data Retention & Export. During the Subscription Term, Customer may export Customer Data via available export features or by written request. VLT has no obligation to retain Customer Data beyond 30 days after termination/expiration, after which VLT may delete it. VLT is not responsible for maintaining archival or backup copies for Customer.

5.5 Personal Data; DPA. If Customer’s use of the Services requires processing of Personal Data, the parties will enter into a data processing addendum (“DPA”) which is incorporated by reference when executed. Customer is responsible for providing any legally required notices and obtaining consents for Customer Data it provides to VLT.

5.6 Confidentiality. Each party will protect the other party’s non-public information, including Customer Data and non-public Deliverables, with the same degree of care it uses for its own similar information (but no less than reasonable care) and will use it solely for purposes of the Agreement.


6. Measurement & Engineering Disclaimers

6.1 Reference-Only Outputs. Measurements, analytics, classifications (including RYG), and other outputs generated by the Services or by professional services are decision-support tools only. They are not a substitute for field verification, professional engineering judgment, or compliance determinations, and should not be the sole basis for design, safety, or permitting decisions.

6.2 No Professional Advice. VLT does not provide legal, engineering, or safety advice. Customer is solely responsible for ensuring compliance with applicable codes (including NESC), standards, permits, and utility/owner requirements.

6.3 Environmental/Field Variability. Imagery and GPS signals may be impacted by canopy, terrain, weather, multi-path, device placement, lens distortion, or other factors. Customer is responsible for validating critical measurements and assumptions.


7. Support; Service Levels; Changes

7.1 Support. VLT will provide standard support during business hours as described in the Documentation or Order Form. Enhanced support may be purchased separately.

7.2 Service Levels. Unless expressly set forth in an Order Form or SLA, no specific uptime or response time commitments apply. If an SLA is agreed, Customer’s sole and exclusive remedy for any SLA failure will be the service credits specified in the SLA.

7.3 Modifications. VLT may improve, update, or modify the Services from time to time, provided such changes do not materially reduce core functionality during the Subscription Term.


8. Fees; Taxes; Suspension

8.1 Fees & Payment. Customer will pay the fees set forth in each Order Form/SOW. Unless otherwise stated, fees are invoiced in advance, due net thirty (30) days, non-cancelable, and non-refundable.

8.2 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT/GST, and other taxes (excluding taxes on VLT’s net income). If Customer provides a valid exemption certificate, VLT will not charge applicable taxes.

8.3 Late Payment; Suspension. VLT may suspend access to the Services or delivery of services for non-payment upon seven (7) days’ notice.


9. Intellectual Property; Feedback; Open Source

9.1 Ownership. VLT and its licensors own all rights in the Services, software, and Documentation, including any improvements or derivatives. Except for the access grant in Section 2, no rights are granted by implication.

9.2 Feedback. Customer assigns to VLT all right, title, and interest in Feedback and agrees VLT may use it without restriction or attribution.

9.3 Open Source. The Services may include or interface with open-source components subject to their own licenses. VLT will provide notices upon request.


10. Warranties; Disclaimers

10.1 Limited Services Warranty (Professional Services Only). VLT warrants professional services will be performed in a competent and workmanlike manner (Section 3.2). VLT makes no warranty that professional services or Deliverables will achieve any particular business, engineering, permitting, or financial outcome.

10.2 SaaS Disclaimer. THE SERVICES, SOFTWARE, AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VLT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VLT DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT OUTPUTS WILL BE ACCURATE OR COMPLETE.


11. Indemnification

11.1 By VLT (IP Only).
VLT will defend Customer against any third-party claim alleging that the Services, as provided by VLT and used by Customer in accordance with the Agreement, infringe a third party’s U.S. patent, copyright, or trade secret, and will pay (or settle) resulting damages and reasonable attorneys’ fees finally awarded by a court. If a claim arises, VLT may, at its option: (a) procure the right for Customer to continue using the Services; (b) modify the Services so they are non-infringing; or (c) terminate the affected Order Form and refund any prepaid, unused fees. VLT’s obligations do not apply to claims arising from: (i) Customer Data; (ii) modifications not made by VLT; (iii) combinations with items not provided by VLT; (iv) Customer’s breach of the Agreement. This Section states VLT’s entire liability and Customer’s exclusive remedy for IP infringement claims.

11.2 By Customer.
Customer will defend, indemnify, and hold harmless VLT and its Affiliates from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer Data or Customer’s use of the Services in violation of the Agreement or law; (b) reliance by Customer or its clients on outputs without appropriate professional review; (c) alleged or actual failure by Customer to obtain required permits/consents for imagery capture or data collection; or (d) use with Third-Party Services or hardware.


12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO VLT FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. NOTHING IN THIS SECTION LIMITS LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR BODILY INJURY CAUSED BY A PARTY’S NEGLIGENCE TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED BY LAW.

CLAIMS PERIOD. Any claim must be brought within one (1) year of the event giving rise to the claim.


13. Term; Termination; Effects

13.1 Term. These Terms commence on the Effective Date and continue until all Order Forms/SOWs have expired or been terminated.

13.2 Termination for Cause. Either party may terminate an Order Form/SOW for material breach not cured within thirty (30) days after written notice. VLT may terminate immediately for non-payment or abusive/unsafe use of the Services.

13.3 Effect of Termination. Upon expiration/termination: (a) Customer’s access to the Services ends; (b) unpaid fees become immediately due; and (c) each party will return or destroy the other’s Confidential Information upon request, subject to Section 5.4 (Data Retention). Prepaid fees are non-refundable except as expressly provided herein.

13.4 Auto-Renewal. Unless otherwise stated on the Order Form, subscriptions automatically renew for successive terms equal to the initial Subscription Term at then-current rates unless either party gives notice of non-renewal at least thirty (30) days before the end of the current term.


14. Compliance; Export; Anti-Corruption; Government Rights

14.1 Compliance. Each party will comply with applicable laws and regulations in connection with the Agreement and use/provision of the Services.

14.2 Export/Sanctions. The Services may be subject to U.S. export and sanctions laws. Customer represents it is not located in, under control of, or a national or resident of any restricted country or on any restricted list and will not export or provide the Services to prohibited destinations or parties.

14.3 Anti-Corruption. Each party represents it has not and will not offer or accept any unlawful bribe, kickback, or other improper payment in connection with the Agreement.

14.4 U.S. Government Rights. If Customer is a U.S. Government end user, the Services are “commercial computer software” and “commercial computer software documentation” provided with only those rights as set forth in this Agreement under 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable.


15. Publicity; Subcontractors; Assignment; Changes

15.1 Publicity. VLT may identify Customer as a customer (name and logo) in lists and marketing materials, provided Customer may opt out by written notice.

15.2 Subcontractors. VLT may use subcontractors, including for imagery collection and back-office processing, and remains responsible for their performance.

15.3 Assignment. Neither party may assign the Agreement without the other party’s consent, except either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets upon notice.

15.4 Changes to Terms. VLT may update these Terms from time to time. Material changes will be posted or notified to Customer. For current Subscription Terms, material changes will become effective upon renewal unless otherwise agreed in writing.


16. Dispute Resolution; Governing Law

16.1 Arbitration. Any dispute arising out of or relating to the Agreement shall be resolved by binding arbitration in Atlanta, Georgia under JAMS Comprehensive Arbitration Rules with Expedited Procedures, before three (3) arbitrators. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek provisional relief in aid of arbitration from a court.

16.2 Governing Law. Delaware law governs the Agreement, excluding conflict-of-law rules. The Federal Arbitration Act governs arbitration issues.

16.3 Confidentiality of Proceedings. The parties will maintain the confidentiality of arbitration proceedings and awards to the extent permitted by law.


17. Notices; Force Majeure; Miscellaneous

17.1 Notices. Notices must be in writing and delivered by email with confirmation of receipt or by nationally recognized courier to the addresses on the Order Form. Notices are effective upon receipt.

17.2 Force Majeure. Neither party is liable for delay or failure due to causes beyond reasonable control, including acts of God, labor disputes, internet/provider outages, denial-of-service attacks, third-party service failures, or governmental actions.

17.3 Entire Agreement; Order of Precedence. The Agreement (Order Form/SOW, any DPA/SLA expressly incorporated, and these Terms) is the entire agreement and supersedes all prior discussions. In the event of conflict: Order Form/SOW controls, then SLA, then DPA, then these Terms.

17.4 Severability; Waiver. If any provision is unenforceable, it is deemed modified to the minimum extent necessary to make it enforceable. Failure to enforce is not a waiver.

17.5 Independent Contractors. The parties are independent contractors; nothing creates a partnership, joint venture, or agency.

17.6 Headings. Headings are for convenience only and do not affect interpretation.


Exhibit A (Optional) — Service Level Addendum (SLA)

If executed, the SLA will specify any uptime targets, maintenance windows, response times, and service credits. Absent an executed SLA, no service credits apply.

Exhibit B (Optional) — Data Processing Addendum (DPA)

If executed, the DPA will govern processing of Personal Data, including security measures, sub-processors, and data subject rights.