Informed Consent and Agreement to use Electronic Records and Signatures

(“Consent and Agreement”)

Please carefully review this Informed Consent and Agreement to Use Electronic Records and Signatures (“Consent and Agreement”). If you consent and agree to electronically receive, review and sign the documents in the envelope subject to the terms below, check the “I consent to use Electronic Records and Signatures” box and then click the “Review Document” button below.

Why We Are Asking for Your Consent

Iteris, Inc. (“Iteris,” “we,” “us,” “our”) must ask for and obtain your consent and agreement before using electronic documents and signatures in its relationship with you in order to create electronic records, as described in more detail below. In order for us to send you electronic documents and have you electronically sign them, rather than signing paper documents by hand, we need your consent.

Your Consent and Agreement and What it Means

Your Consent is optional. It is solely up to you whether or not to do so. If you want to use electronic documents and signatures, then you must consent and agree to the terms and conditions relating to the system and process that we will use, as set forth below.

In the case you have an existing valid account with DocuSign, we will ask for your consent the initial time we send you an envelope of electronic documents. Thereafter, we will ask for your consent when we update the Consent and Agreement and we send you an envelope of electronic documents. In the case you do not have an existing valid account with DocuSign, we will ask for your consent each time we send you an envelope of electronic documents.

By checking the “I consent to use Electronic Records and Signatures” box and then clicking the “Review Documents” button below, you will be giving us your informed consent and agreement to use the electronic documents and signature system and process described below to electronically receive and review and electronically sign paperless documents. You will be agreeing to be bound by any documents you electronically sign the same as if you had received a paper copy of the document and signed it by hand with an ink pen. If you do not agree to the terms of this Consent and Agreement, do not check the “I agree…” box. Note that even if you agree now, in the future after receiving an electronic document, you will be able to withdraw your consent as described below.

What Documents You will Receive Electronically

By agreeing to this Consent and Agreement you will receive, review and sign electronically the electronic documents presented when you click the “Review Document” button below. These electronic documents may include, but are not limited to confidentiality, license, service and other agreements between you and us relating to our products and services. We may always, in our sole discretion, provide you with any document on paper, even if you have authorized electronic delivery. Sometimes the law, or our agreement with you, requires you to give us a written notice. You must still provide these notices to us on paper (according to the relevant agreement), unless we tell you otherwise how to deliver the notice to us electronically.

How you will Receive Electronic Documents

We will place one or more electronic documents, which may or may not require your signature, in an electronic envelope on the DocuSign system (as described below), and a link to the envelope will be emailed to you. You will access the envelope and electronic documents by clicking the link in the email, review the documents, and, if you choose, electronically sign them using the DocuSign system. You agree to immediately notify us if you receive any electronic document or information that appears to be in error or not intended for you.

Withdrawing Your Consent

We will ask you for this Consent and Agreement as described in the provision above titled “Your Consent and Agreement and What it Means”. Once you give your Consent and Agreement for an envelope, you can still withdraw it for that envelope, prior to electronically signing a particular document in the same envelope. And, even if you electronically sign a particular document, you may still withdraw the Consent and Agreement for that document before the signing process is completed, and such withdrawal will apply to any other documents included in the same envelope. If you do this, you will be unable to proceed electronically and will be required to use paper documents and signatures. You can also choose to withdraw your consent in the future when you are presented with subsequent envelopes. Upon withdrawing your consent, you will be unable to proceed electronically and you may be required to use paper documents and signatures. If you give your Consent and Agreement for an envelope, although you may not withdraw it, you can still choose not to electronically sign any or all electronic documents in that envelope as prescribed in this Consent and Agreement. In addition, before you complete an electronic signature of a document, you may cancel and exit the electronic signing process before clicking the “Confirm Signing” (or other similarly titled button) and closing your browser.

Retaining Electronic Documents

You should retain a copy of all electronic documents we provide to you, including this Consent and Agreement, for your future reference. You can do this by printing the page on paper or saving it to your computer. A copy of this Consent and Agreement, as it may be amended from time to time for consents to be given in the future, will also be available to you at www.clearag.com/consent-policy.

Getting Paper Documents

If instead of receiving and signing electronic documents, you would rather use paper documents, you should contact us. If you electronically sign a document, you can, in addition to printing a paper copy and/or saving it to your computer, obtain a paper copy from us by contacting Kathy Osborne, Vice President, Operations, kathyo@iteris.com.

DocuSign System

We have entered into an agreement with DocuSign, Inc. (“DocuSign”) to make the DocuSign electronic signing system available to facilitate your receipt, review and electronic signature of electronic documents. Your use of the DocuSign system is subject to DocuSign’s Terms of Use available at www.docusign.com/company/terms-of-use. Iteris and DocuSign are not affiliated with each other. We are not responsible for the DocuSign system, and we disclaim any representations and all warranties regarding the DocuSign system. Your use of the DocuSign system is entirely your choice and solely your responsibility.

Hardware and Software Requirements

In order to receive electronic documents and electronically sign them, you will need access to a computer or mobile device with internet service and access to an email account. In order to access the electronic documents sent to you, your computer or mobile device must meet certain requirements, the current version of which is shown below. These requirements will change from time to time, and without notice to you, as third-party technology providers update their products. You can visit www.docusign.com/company/terms-of-use/specifications for the most up to date system requirements. These requirements include: (1) an operating system and internet browser that together support the display of PDF documents; and (2) up-to-date PDF reader software. If you have questions related to the current requirements, please contact us at electronic-documents@clearag.com.

The Current Version of software and hardware that meets these requirements is identified below. By "Current Version," we mean a version of the software that is currently being supported by its publisher. We reserve the right to discontinue support of a Current Version if, in our sole opinion, it suffers from a security flaw or other flaw that makes it unsuitable for use in the transaction.

Operating Systems: Windows® XP, Windows Vista®; Windows® 7, Mac OS® X
Browsers: Latest stable release (except where noted) of Internet Explorer® (8.0 or above, compatibility mode is supported only for 9.0 and above); Windows Edge; Mozilla® Firefox®, Safari™; Google Chrome®. NOTE: Pre-release (e.g., beta) versions of operating systems and browsers are not supported.
Mobile: Apple iOS® 8.0 and above; Android™ 4.0 and above; Windows 8.1 and above; Windows 10; Windows Phone 8.1.
PDF Reader: Acrobat® or similar software may be required to view and print PDF files
Screen Resolution: 1024 x 768 minimum
Enabled Security Settings: Allow per session cookies

Your email notifications are made available in HTML (regular Web hypertext) format, and your electronic documents are made available in PDF format. Your electronic documents may be viewed electronically via the Web and printed with a local printer. You may also save your electronic documents to your local hard drive the way you would any other file from the Internet. Depending upon your comfort level with accessing and storing electronic documents, you should determine whether electronic or paper documents and delivery is best for you. For viewing, printing, storing or downloading your email announcements or the linked web pages, you should use the latest version of your web browser with JavaScript enabled. To access the PDF format for printer-friendly electronic documents, you will also need Adobe Acrobat Reader™. If you do not have Adobe Acrobat Reader installed on your computer, you can download the necessary software free at any time at www.adobe.com.

If accessing the DocuSign system via a mobile device, please understand that wireless network coverage and Wi-Fi network speed varies by provider and geographic location. Counterparty is not responsible for limitations and/or failures in performance associated with any wireless or Wi-Fi service used to access the DocuSign system or for the security of any wireless or Wi-Fi service (see “Security and Privacy Information,” below).

Updating Your Email Address and Other Contact information

It is your responsibility to provide us with accurate and complete e-mail address and other contact information, and to maintain and update promptly any changes in this information. In addition, we may periodically ask you to confirm or update your email and any other information needed to contact you electronically. You may update your email address by contacting us at electronic-documents@clearag.com.

Security and Privacy Information

In accessing electronic documents and electronically signing them, you should use a computer operating system that has a firewall (software that is designed to prevent unauthorized access to your computer by blocking suspicious people or websites) and that it is turned on and up-to-date. You should also make sure that your computer has anti-virus software that it is turned on and that your subscription is current.

Emails sending you links to envelopes with electronic documents for electronic signature are not encrypted (unless the email expressly says that it is encrypted); but the contents of the envelopes are protected. Be aware that some email addresses may use all or part of your name. Although we believe that email is a reasonably reliable method of delivery, as with any form of communication, there is a risk of mis-delivery or interception.

DocuSign’s privacy policy applies to your use of the DocuSign system. In addition, our privacy policy applies to information we receive from you as part of the electronic signature process. To view our privacy policy, go to www.clearag.com/privacy. In addition, we will make commercially reasonable efforts to ensure that your personal information we receive from you, like e-mails and contact information, are kept secure at all times; however, you acknowledge that the levels of data protection and privacy laws in other countries may not be as high as those applicable in your jurisdiction.

Accessing the DocuSign system via a mobile device involves the electronic transmission of information across the networks of your wireless service provider. We are not responsible for the privacy or security of wireless data transmissions. Use only reputable service providers and check with your wireless service provider for information about its privacy and security practices.

The Effect of Your Consent and Agreement

By checking the “I consent to use Electronic Records and Signatures” box and then clicking the “Review Documents” button below you are providing your electronic signature on this Consent and Agreement and indicating that you acknowledge, agree and demonstrate that:

DocuSign Consent & Agreement Form: Ver: 20161206