Master Services Agreement (SaaS)

This Master Services Agreement (“Agreement”) is between Spatial Logic, Inc., a Delaware corporation (“Spatial Logic”), and the entity accepting this Agreement (“Customer”). This Agreement governs Customer’s purchase of, and Spatial Logic’s provision of, access to and use of Spatial Logic’s proprietary software-as-a-service platform and related services that enables users to collaborate online through 3D digital replicas of physical locations and objects. This Agreement is effective as of the date of Customer’s acceptance of this Agreement (the “Effective Date”).

CUSTOMER ACCEPTS THIS AGREEMENT BY: (1) CLICKING A BOX INDICATING ACCEPTANCE; (2) ENTERING INTO AN ORDER THAT REFERENCES THIS AGREEMENT; (3) PAYING AN INVOICE REFERENCING THE SERVICES; (4) SUBMITTING CREDIT CARD OR OTHER PAYMENT INFORMATION FOR THE PURCHASE OF THE SERVICES; OR (5) OTHERWISE ACCESSING OR USING THE PLATFORM OR RECEIVING THE SERVICES AFTER BEING PRESENTED WITH OR NOTIFIED OF THIS AGREEMENT.

ANY INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. THE SERVICES AND CUSTOMER’S ACCESS TO AND USE OF THE PLATFORM ARE CONDITIONED ON CUSTOMER’S ACCEPTANCE OF THIS AGREEMENT, AND CUSTOMER MAY ONLY ACCESS AND USE THE PLATFORM, AND SPATIAL LOGIC WILL ONLY PROVIDE THE SERVICES, ON THE TERMS AND CONDITIONS OF THIS AGREEMENT. Notwithstanding the foregoing, if Spatial Logic and Customer have entered into a separate written master services, subscription, or services agreement, signed by authorized representatives of both parties, that expressly governs the Services and Customer’s access to and use of the Platform (other than an Order entered into under this Agreement) (the “Services Agreement”), then the Services Agreement will control and this Agreement will not apply.

The parties agree as follows:

1. Definitions

1.1 “Affiliate” means, with respect to a party, any other entity that directly or indirectly controls, is controlled by or is under common control with such entity, where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of 50% or more of the outstanding voting securities (but only for as long as such entity meets these requirements).

1.2 “Content” means content, data, and information that is made available by Spatial Logic or any of its licensors through the Platform or otherwise in connection with the Services. Content does not include Customer Data.

1.3 “Customer Data” means any data, information, and other materials submitted to, uploaded to, or otherwise made available through the Platform or to Spatial Logic by or on behalf of Customer in connection with the Services. Customer Data includes the scan of a Site used to produce an Output and any annotations, measurements, scans, or other media uploaded by Customer or its Affiliates, but does not include Usage Data or Aggregated Data.

1.4 “Documentation” means any user materials, instructions, and specifications made available by Spatial Logic to Customer for the Services.

1.5 “Implementation Services” means Spatial Logic’s standard implementation and set up services for the Platform.

1.6 “Output” means any 3D digital replica of a Site produced by the Platform from Customer Data.

1.7 “Order” means any written or electronic ordering document for the Services entered into by Spatial Logic and Customer, including any order placed by Customer though Spatial Logic’s website or other electronic ordering process and accepted by Spatial Logic, that references this Agreement and sets forth the Services ordered and, as applicable, the Site(s), Site quantities, or other ordering details sufficient to determine Customer’s authorized use of the Services and Outputs. Each Order is incorporated by reference into this Agreement.

1.8 “Platform” means Spatial Logic’s proprietary platform utilized by Spatial Logic to make the Software available to Customer under this Agreement. The Platform does not include Customer’s connectivity equipment, internet and network connections, hardware, software and other equipment as necessary for Customer and its Users to access and use the Platform and Services.

1.9 “Professional Services” means the professional services provided by Spatial Logic as set forth in the applicable Order and provided in accordance with Exhibit A,. Professional Services do not include Implementation Services and Support Services.

1.10 “Services” means, collectively, Implementation Services, Professional Services, access to the Platform, Support Services, and the other services made available on, by, or through the Platform by Spatial Logic under this Agreement.

1.11 “Service Providers” means third-party hosting providers, subprocessors, contractors, and other service providers utilized by Spatial Logic to provide the Services or perform its obligations under this Agreement.

1.12 “Site” means the physical location with respect to which the Customer provides a scan or other Customer Data under an applicable Order and for which an Output is produced.

1.13 “Software” means Spatial Logic’s proprietary software as a service offering as set forth in the applicable Order and made available by Spatial Logic to Customer and Users through remote access as part of the Platform, including any modified, updated, or enhanced versions that may become part of the Software.

1.14 “Spatial Logic IP” means all proprietary technology and intellectual property utilized or created by Spatial Logic in performing its obligations and exercising its rights under this Agreement, including, but not limited to, the Platform, Software, Content, and Documentation, together with all enhancements, modifications, improvements, and derivative works of the foregoing, and all copyrights, trademarks, service marks, trade secrets, patents, patent applications, and other proprietary rights therein.

1.15 “Support Services” means Spatial Logic’s standard technical support and Software maintenance for the Platform.

1.16 “Usage Data” means any content, data, or information that is collected or produced by the Platform in connection with use of the Services that does not identify Customer or its Users, and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the Platform.

1.17 “Usage Limitations” means the usage limitations set forth in the applicable Order (if any).

1.18 “Users” means Customer’s employees, independent contractors, and other individuals who are authorized by Customer to use the Services on behalf of Customer.

2. Services

2.1 Provision of Services. Subject to the terms and conditions of this Agreement, Spatial Logic shall provide the Services to Customer and its Users.

2.2 Cooperation. Customer shall supply to Spatial Logic the Customer Data along with access and personnel resources that Spatial Logic reasonably requests in order for Spatial Logic to provide the Services.

2.3 Resources. Customer is solely responsible for, at its own expense, acquiring, installing, and maintaining all connectivity equipment, internet and network connections, hardware, software, and other equipment as may be necessary for its Users to connect to and access the Platform.

2.4 Third Party Offerings. The Platform may enable access to or use of third-party software, services, applications, or functionality (collectively, “Third-Party Offerings”). Third-Party Offerings are limited to those made available to Customer by a third-party provider under a direct agreement between Customer (or its Users) and that provider. Customer acknowledges that Spatial Logic does not own or control such Third-Party Offerings, that they are not part of the Platform, and that they are not subject to any of the warranties, commitments, or other obligations applicable to the Platform or Services under this Agreement. Customer’s access to and use of any Third-Party Offering is solely between Customer and the applicable third-party provider, at Customer’s own risk, and subject to the terms and conditions applicable to such Third-Party Offering. Third-Party Offerings do not include those specific products or services that Spatial Logic engages a Service Provider to provide on Spatial Logic’s behalf in connection with the Platform or Services. For clarity, any other products or services of that same provider that Customer accesses or uses under a direct agreement with that provider are Third-Party Offerings. Spatial Logic may disable or restrict access to any Third-Party Offerings at any time without notice and is not liable for any Third-Party Offerings or for any Customer Data or Outputs provided to a third party through a Third-Party Offering.

3. Grant of Rights

3.1 Access Rights; Customer’s Use of the Platform. Subject to the terms and conditions of this Agreement, Spatial Logic hereby grants to Customer, during the applicable Order Term (as defined below), a non-exclusive, non-transferable (except as permitted by Section 11.3), non-sublicensable right to access and use the Platform solely for Customer’s and its Affiliates’ internal business purposes in accordance with the Documentation, this Agreement, the applicable Order, and the Usage Limitations. For any Order that provides Customer with subscription-based access to the Platform, Customer may access and use the Platform for the applicable Sites during the applicable Order Term. For any Order that is for the one-time creation, processing, or delivery of an Output and does not provide for subscription-based access to the Platform, Customer’s right to access and use the Platform is limited solely to submitting Customer Data and receiving the applicable Output, and such access will cease upon delivery of the applicable Output to Customer. Spatial Logic and its licensors reserve all rights in and to the Platform and the Services not expressly granted to Customer under this Agreement.

3.2 Restrictions on Use. Customer shall not (a) reproduce, display, download, modify, create derivative works of or distribute the Platform, or attempt to reverse engineer, decompile, disassemble or access the source code for the Platform or any component thereof; (b) use the Platform, or any component thereof, in the operation of a service bureau to support or process any content, data, or information of any party other than Customer or Customer Affiliates; (c) permit any party, other than the then-currently authorized Users to independently access the Platform; (d) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party, or that violates any applicable law; (e) use the Platform or produce an Output for any Site for which Customer has not paid the applicable Fees (as defined below); (f) exceed the Usage Limitations; or (g) use the Platform to store or transmit any code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

3.3 Users. Under the rights granted to Customer under this Agreement, Customer may permit its and its Affiliates’ independent contractors and employees to become Users in order to access and use the Platform in accordance with this Agreement; provided that Customer will be liable for the acts and omissions of all Customer Affiliates and Users to the extent any of such acts or omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability to Customer under, this Agreement. Customer shall not, and shall not permit any User to, use the Platform, Software or Documentation except as expressly permitted under this Agreement. Customer is responsible for Users’ compliance with this Agreement. Customer acknowledges that it is solely responsible for determining, managing, and setting each User’s access configurations (including access rights and permissions) with respect to Customer Data. Spatial Logic will rely on such configurations when granting Users access to Customer Data via the Platform. Spatial Logic will have no liability for any access to or disclosure of Customer Data resulting from Customer’s configurations, including any provision of access to an individual who should not have received such access.

3.4 Prohibited Data. Notwithstanding anything to the contrary in this Agreement, Customer shall not, and shall take commercially reasonable efforts to ensure that its Users do not, upload to the Platform or otherwise submit or make accessible to Spatial Logic any financial account or government issued identifiers (e.g., social security numbers, credit card information, or bank information), protected health information, or other types of sensitive data that is subject to specific or elevated data protection requirements (collectively, “Prohibited Data”). Notwithstanding anything to the contrary in this Agreement, Customer acknowledges that: (i) the Software and Platform are not intended for the management or protection of Prohibited Data and may not provide adequate or legally required security for Prohibited Data; and (ii) Spatial Logic will have no liability for any failure to provide protections set forth in any laws, rules, regulations, or standards applicable to such Prohibited Data or to otherwise protect the Prohibited Data. If Customer or any Users upload any Prohibited Data to the Platform in violation of this Section 3.4, Spatial Logic may, without limiting any of its other rights and remedies, delete such Prohibited Data.

3.5 Beta and Pilot Services. Spatial Logic may make certain Services available to Customer and its Affiliates on a beta, pre-release, pilot, trial, or evaluation basis, whether provided for a fee or free of charge (collectively, the “Beta and Pilot Services”). This Section 3.5 applies to all Beta and Pilot Services and takes precedence over any inconsistent or conflicting terms in this Agreement.

3.5.1 Access Rights. Subject to the terms and conditions of this Agreement, Spatial Logic grants to Customer, during the Beta and Pilot Period (as defined below), a revocable, non-exclusive, non-transferable (except as otherwise provided in Section 11.3), and non-sublicensable right to access and use the applicable Beta and Pilot Services solely for Customer’s internal business purposes and subject to any limitations specified by Spatial Logic. “Beta and Pilot Period” means the period beginning when Customer first accesses or uses the applicable Beta and Pilot Services and ending on the earliest to occur of: (i) the date specified by Spatial Logic or in the applicable Order for the end of the Beta and Pilot Period; (ii) the start date for any purchased Services replacing the applicable Beta and Pilot Services; and (iii) 10 days after either party provides the other with written notice of termination of the applicable Beta and Pilot Services, which either party may provide at any time in its sole discretion. During the Beta and Pilot Period, Spatial Logic may discontinue, suspend, or remove access to the applicable Beta and Pilot Services at any time in its sole discretion. If a Beta and Pilot Service is terminated pursuant to this Section prior to the end of the agreed-upon Beta and Pilot Period, Customer will not be entitled to any refund of fees paid for such Beta and Pilot Services.

3.5.2 Disclaimer for Beta and Pilot Services. CUSTOMER ACKNOWLEDGES THAT THE BETA AND PILOT SERVICES MAY NOT INCLUDE OR ALLOW ACCESS TO ALL FEATURES AND FUNCTIONALITY AVAILABLE IN GENERALLY RELEASED SERVICES. CUSTOMER’S USE OF THE BETA AND PILOT SERVICES IS AT CUSTOMER’S OWN RISK. SPATIAL LOGIC IS NOT REQUIRED TO CORRECT ANY BUGS, DEFECTS, OR ERRORS IN THE BETA AND PILOT SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INCLUDING SECTIONS 7.1, 8.1, AND THE CAP ON DAMAGES IN SECTION 9, THE BETA AND PILOT SERVICES ARE PROVIDED “AS-IS”, WITHOUT ANY WARRANTIES OF ANY KIND, AND SPATIAL LOGIC WILL HAVE NO SUPPORT OBLIGATIONS, WARRANTY COMMITMENTS, INDEMNIFICATION OR DEFENSE OBLIGATIONS, OR LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA AND PILOT SERVICES (EXCLUDING SPATIAL LOGIC’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10), UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW. IN THAT CASE, SPATIAL LOGIC’S AGGREGATE LIABILITY FOR THE BETA AND PILOT SERVICES WILL NOT EXCEED $100. EXCEPT AS MODIFIED IN THIS SECTION 3.5, ALL OTHER TERMS OF THIS AGREEMENT APPLY AND GOVERN CUSTOMER’S AND ITS USERS’ ACCESS TO AND USE OF, AND SPATIAL LOGIC’S PROVISION OF, THE BETA AND PILOT SERVICES.

4. Fees and Payment Terms

4.1 Price. Customer shall pay Spatial Logic the fees set forth in the applicable Order (“Fees”) in accordance with the terms of this Agreement. Fees are exclusive of, and Customer shall pay all taxes, fees, duties, and other governmental charges arising from the payment of any Fees or any amounts owed to Spatial Logic under this Agreement (excluding any taxes arising from Spatial Logic’s income or any employment taxes).

4.2 Payment. Except as otherwise provided in the applicable Order, Customer shall pay to Spatial Logic all Fees within 30 days after Customer’s receipt of the applicable invoice for the applicable Services. If Customer disagrees with any Fees set forth in an invoice, Customer must notify Spatial Logic of the dispute within 30 days after receipt of such invoice. If Spatial Logic does not receive notice of a dispute during such 30 day period, Customer will be deemed to have accepted the Fees set forth in the invoice. If Customer elects to pay any Fees by credit card or other payment method accepted by Spatial Logic, Customer authorizes Spatial Logic to charge such payment method for all amounts due under this Agreement and the applicable Order and will provide accurate and complete billing information. Spatial Logic is not responsible for any charges imposed by Customer’s payment provider in connection with the designated payment method. If Customer does not make any payments when due under this Agreement, Customer shall: (a) pay Spatial Logic interest on such overdue amount at a rate equal to the lesser of 1.5% per month and the maximum rate permitted by applicable law, from the due date until paid; and (b) reimburse Spatial Logic for reasonable costs Spatial Logic incurs (including legal fees) in collecting any late payments. All payments received by Spatial Logic are non-refundable except as otherwise expressly provided in this Agreement. Customer shall make all payments in United States dollars.

4.3 Renewal Pricing. For any Order that includes a Renewal Term, Spatial Logic may increase the Fees specified in that Order for any Renewal Term by up to 5% by providing Customer with written notice (email sufficient) at least 45 days before the start of that Renewal Term. Any such increase will take effect at the beginning of the Renewal Term, and the applicable Order will be deemed amended accordingly to reflect such Fee increase. For clarity, the foregoing fee increase cap applies only to the renewal of substantially the same Services and committed quantities under the applicable Order, and does not apply to any expansion, reduction, usage overages, additional Services, or other changes in Customer’s purchase.

5. Term and Termination

5.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Agreement (“Term”).

5.2 Order Term. The term of each Order (the “Order Term”) begins on the date set forth in the applicable Order and continues until expiration or termination of that Order in accordance with its terms or this Agreement. If an Order provides Customer with subscription-based access to the Platform, the initial term of that Order will be the period set forth in that Order (the “Initial Term”). Except with respect to Professional Services, which terminate in accordance with the applicable Order and do not automatically renew, each such Order will automatically renew for successive periods equal to the length of the Initial Term (each, a “Renewal Term”), unless either party provides the other with written notice of non-renewal at least 30 days before the end of the Initial Term or the then-current Renewal Term. If an Order is for the one-time creation, processing, or delivery of an Output and does not provide for subscription-based access to the Platform, the Order Term for that Order will continue until delivery of the applicable Output to Customer and will not renew. For clarity, the expiration or termination of any Order will not, by itself, terminate this Agreement or any other Order.

5.3 Termination for Cause. A party may terminate this Agreement and all Orders, or if the breach relates to a particular Order, the applicable Order upon notice if the other party breaches any material provision of this Agreement and (provided that such breach is capable of cure) does not cure such breach within 30 days after being provided with written notice of such breach. Termination of this Agreement will automatically terminate all Orders then in effect.

5.4 Termination if no Orders are in Effect. If no Orders are then in effect, either party may terminate this Agreement by providing the other party with 10 days’ prior written notice.

5.5 Effects of Termination. Upon termination of this Agreement and the expiration or termination of all Orders: (a) all amounts owed to Spatial Logic under this Agreement before such termination will be due and payable in accordance with Section 4; (b) except for Customer’s rights in Outputs delivered before the effective date of termination, Customer’s rights granted in this Agreement will immediately cease; (c) Customer shall promptly discontinue all access to and use of the Platform and return or delete all copies of the Documentation in Customer’s possession or control; and (d) Spatial Logic shall promptly return or delete all Customer Data and any copies of Outputs retained by Spatial Logic, except that Spatial Logic may retain Customer Data and Outputs contained in Spatial Logic’s archived backup files until deleted in the ordinary course. Upon the expiration or termination of any individual Order, Customer’s rights with respect to the Services provided under, and any Platform access granted pursuant to, that Order will cease, except for Customer’s rights in Outputs delivered before the effective date of such expiration or termination. Sections 3.5(b), 4, 5.5, 6, 7.3, 8, 9, 10, and 11 survive expiration or termination of this Agreement.

5.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Spatial Logic may suspend Customer’s access to the Platform if Spatial Logic determines that: (a) there is an attack on the Platform; (b) Customer’s or any of its Users’ use of the Platform poses a reasonable risk of harm or liability to Spatial Logic and, if capable of being cured, Customer is not taking appropriate action to cure such risk; (c) Customer has breached Sections 3.2 or 10; (d) Customer’s or its Users’ use of the Platform violates applicable law; or (e) Customer has failed to pay any undisputed amounts owed under this Agreement when due and has failed to cure such late payment within 15 days after Spatial Logic has provided Customer with written notice of such late payment. Spatial Logic shall use commercially reasonable efforts to provide Customer with notice of such suspension. Spatial Logic may suspend Customer’s access to the Platform until the situation giving rise to the suspension has been remedied to Spatial Logic’s reasonable satisfaction. Except for suspension under Subsection (a), Spatial Logic’s suspension of Customer’s access to the Platform will not relieve Customer of its payment obligations under this Agreement.

6. Proprietary Rights

6.1 Customer Data. As between the parties, Customer owns all right, title, and interest in Customer Data, including all intellectual property rights therein.

6.2 Customer Data Responsibility. Customer is solely responsible for the accuracy, quality, and legality of the Customer Data and the manner in which it is acquired. Customer shall obtain and maintain all rights, consents, and permissions necessary to (a) provide Customer Data to Spatial Logic and its Service Providers, and (b) permit Spatial Logic and its Service Providers to process Customer Data in accordance with this Agreement and applicable law. Customer acknowledges that Spatial Logic has no responsibility for Customer Data or for obtaining any such rights, consents, or permissions. Customer shall promptly notify Spatial Logic of any change in, or revocation of, such rights, consents, or permissions that may affect Spatial Logic’s ability to perform its obligations or exercise its rights under this Agreement.

6.3 Customer Data License Grant. Customer hereby grants to Spatial Logic and its Service Providers, during the Term, a limited, non-exclusive, non-transferable (except as permitted by Section 11.3) license to use the Customer Data solely for the limited purpose of performing the Services for Customer and fulfilling its other obligations and exercising its rights under this Agreement.

6.4 “Outputs” As between Customer and Spatial Logic, to the extent ownable, Customer owns all Outputs. Except for any Spatial Logic IP, Spatial Logic hereby assigns to Customer all of Spatial Logic’s right, title, and interest, if any, in and to the Outputs. For clarity, Spatial Logic retains all right, title, and interest in and to the Platform, Services, and Spatial Logic IP, and no rights in Spatial Logic IP are assigned to Customer except as expressly set forth in this Agreement. Customer hereby grants to Spatial Logic and its Service Providers, during the Term, a limited, non-exclusive, non-transferable (except as permitted by Section 11.3) license to use the Outputs solely for the limited purpose of performing the Services for Customer and fulfilling its other obligations and exercising its rights under this Agreement.

6.5 The Services. All Spatial Logic IP, as between the parties, is the exclusive property of Spatial Logic. Spatial Logic, or its third party licensors, retain ownership of all right, title, and interest to all Spatial Logic IP. Any rights not expressly granted to Customer hereunder are reserved by Spatial Logic.

6.6 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Spatial Logic may analyze Customer Data and Outputs to create a de-identified or aggregated data set that does not identify Customer or its Users (collectively, “Aggregated Data”). Spatial Logic retains ownership of all right, title, and interest in and to Aggregated Data. Spatial Logic may use Aggregated Data for any lawful purpose, including, but not limited to, to improve, market, and provide the Services.

6.7 Usage Data. Spatial Logic retains ownership of all right, title, and interest in and to the Usage Data. Spatial Logic may use Usage Data in connection with its performance of its obligations under this Agreement and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis, and to improve Spatial Logic’s services, systems, and algorithms.

7. Warranty; Disclaimers

7.1 Access to the Platform. Spatial Logic warrants that the Platform will perform materially in accordance with the Documentation and this Agreement. Spatial Logic does not warrant that the Platform will be completely error-free or uninterrupted. If Customer notifies Spatial Logic of a reproducible error in the Platform that indicates a breach of the foregoing warranty (each, an “Error”) within 30 days after Customer experiences such Error, Spatial Logic shall, at its own expense and as its sole obligation and Customer’s exclusive remedy: (a) use commercially reasonable efforts to correct or provide a workaround for such Error; or (b) if Spatial Logic is unable to correct or provide a workaround for such Error within 60 days after receiving notice of such Error from Customer, Customer may terminate the applicable Order upon notice to Spatial Logic and, Spatial Logic shall refund any Fees prepaid by Customer for the affected Services under the terminated Order that were not provided as of the effective date of termination. The warranties set forth in this Section 7.1 do not apply to any Third Party Offerings or cover any Error caused by: (i) Customer or its Users; (ii) use of the Platform in any manner or in any environment inconsistent with its intended purpose; (iii) Customer’s hardware or software if modified or repaired in any manner which materially adversely affects the operation or reliability of the Platform, or (iv) any equipment, software, or other material utilized by Customer in connection with the Platform contrary to the provider’s instructions.

7.2 Right to Customer Data. Customer represents and warrants that it has: (a) the right to provide the Customer Data to Spatial Logic and its Service Providers; (b) complied with Customer’s obligations under Section 6.2; and (c) the right to grant Spatial Logic the licenses granted in this Agreement, in each case without violating any applicable laws or the rights of any third party.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7 AND SECTION 7 OF EXHIBIT A, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND AND EACH PARTY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, SPATIAL LOGIC DOES NOT REPRESENT OR WARRANT THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR SUITABLE FOR CUSTOMER’S INTENDED PURPOSES. CUSTOMER ACKNOWLEDGES THAT THE QUALITY, ACCURACY, AND USABILITY OF ANY OUTPUT DEPEND MATERIALLY ON THE QUALITY, ACCURACY, COMPLETENESS, AND SUITABILITY OF THE CUSTOMER DATA AND ANY OTHER INPUTS PROVIDED BY OR ON BEHALF OF CUSTOMER TO OR THROUGH THE PLATFORM OR OTHERWISE IN CONNECTION WITH THE SERVICES, INCLUDING CUSTOMER’S COMPLIANCE WITH ANY APPLICABLE INPUT REQUIREMENTS SET FORTH IN THE DOCUMENTATION. SPATIAL LOGIC WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY DEFICIENCY, INACCURACY, OR FAILURE IN ANY OUTPUT TO THE EXTENT RESULTING FROM INACCURATE, INCOMPLETE, LOW-QUALITY, OR OTHERWISE DEFICIENT INPUTS PROVIDED BY OR ON BEHALF OF CUSTOMER. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING THAT ANY OUTPUT IS SUITABLE FOR CUSTOMER’S INTENDED USE.

8. Indemnification

8.1 Claims Against Customer. Spatial Logic shall defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the Software infringes any intellectual property rights of such third party (a “Customer Claim”), and Spatial Logic shall indemnify and hold Customer harmless, from and against damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”) that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying Spatial Logic in writing of such Customer Claim; (b) giving Spatial Logic sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Spatial Logic’s request and expense, assisting in such defense. In the event that the use of the Platform is enjoined, Spatial Logic shall, at its option and at its own expense either: (i) procure for Customer the right to continue using the Platform; (ii) replace the Software with a non-infringing but functionally equivalent product; (iii) modify the Software so it becomes non-infringing; or (iv) terminate this Agreement and refund the amounts Customer paid for access to the Platform that relate to the period during which Customer was not able to use the Platform. Notwithstanding the foregoing, Spatial Logic will have no obligation under this Section 8.1 with respect to any claim arising from: (1) any use of the Platform not in accordance with this Agreement; (2) any use of the Platform in combination with products, equipment, software, or data that Spatial Logic did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software or data; (3) any modification of the Platform by any person other than Spatial Logic or its Service Providers; (4) any Customer Data or Output; or (5) any Third-Party Offering. This Section 8.1 states Spatial Logic’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.

8.2 Claims Against Spatial Logic. Customer shall defend any claim, suit, or action against Spatial Logic brought by a third party to the extent that such claim, suit, or action is based upon: (a) Spatial Logic’s use of any Customer Data or Output in accordance with this Agreement; (b) Customer’s use of any Customer Data or Output; (c) Customer’s breach of Section 6.2; or (d) any access to, use of, or disclosure of Customer Data resulting from Customer’s configurations (including access rights and permissions) set or granted by Customer or its Users (including any provision of access to an individual who should not have received such access) (each, a “Spatial Logic Claim”) and Customer shall indemnify and hold Spatial Logic harmless from and against Losses that are specifically attributable to such Spatial Logic Claim or those costs and damages agreed to in a settlement of such Spatial Logic Claim. The foregoing obligations are conditioned on Spatial Logic: (a) promptly notifying Customer in writing of such Spatial Logic Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer’s request and expense, assisting in such defense. Notwithstanding the foregoing, Customer will have no obligation under this Section 8.2 or otherwise with respect to any Spatial Logic Claim to the extent based upon Spatial Logic’s use of the Customer Data or Outputs in violation of this Agreement.

9. Limitations of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR OWED BY CUSTOMER TO SPATIAL LOGIC UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THE EXCLUSIONS AND LIMITATION OF LIABILITIES SET FORTH IN THIS SECTION 9 DO NOT APPLY TO A PARTY’S OBLIGATIONS UNDER SECTION 8, TO LIABILITY ARISING FROM CUSTOMER’S BREACH OF SECTION 3.2 OR TO LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10. Confidentiality

10.1 Definitions. “Confidential Information” means all information disclosed by one party (“Discloser”) to the other party (“Recipient”) under this Agreement during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Recipient to be proprietary and confidential to Discloser or to a third party. Spatial Logic’s Confidential Information includes Software and Documentation. Customer’s Confidential Information includes Customer Data and Outputs.

10.2 Protection. Recipient shall not use any Confidential Information for any purpose not expressly permitted by this Agreement and shall not disclose Confidential Information to anyone other than Recipient’s employees and Service Providers who have a need to know such Confidential Information for purposes of this Agreement and who are subject to confidentiality obligations no less restrictive than Recipient’s obligations under this Section 10. Recipient will be liable to the Discloser for any of its employees’ and independent contractors’ acts or omissions, which, if performed by Recipient, would constitute a breach of this Section 10. Recipient shall protect Confidential Information from unauthorized use, access, and disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

10.3 Exceptions. Recipient will have no confidentiality obligations under Section 10.2 above with respect to any information of Discloser that Recipient can document: (a) was already known to Recipient prior to Discloser’s disclosure; (b) is disclosed to Recipient by a third party who had the right to make such disclosure without violating any confidentiality agreement with or other obligation to the party who disclosed the information; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) is independently developed by Recipient without access to or use of Confidential Information. Recipient may disclose Confidential Information if required to as part of a judicial process, government investigation, legal proceeding, or other similar process on the condition that, to the extent permitted by applicable law, Recipient gives prior written notice of such requirement to Discloser. Recipient shall take reasonable efforts to provide this notice in sufficient time to allow Discloser to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and Recipient shall reasonably cooperate in such efforts at the expense of Discloser.

11. General

11.1 Independent Contractor. The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner, employee, agent, or joint venture partner of or with the other, and neither party has the right or authority to assume or create any obligation on behalf of the other party.

11.2 Service Providers. Spatial Logic may utilize Service Providers in the performance of its obligations, provided that Spatial Logic will remain liable and responsible for the Service Providers’ acts and omissions to the extent any of such acts or omissions, if performed by Spatial Logic, would constitute a breach of, or otherwise give rise to liability to Spatial Logic under, this Agreement when they are performing for or on behalf of Spatial Logic.

11.3 Assignment. Neither party may assign this Agreement or any of its rights under this Agreement to any third party without the other party’s prior written consent; except that a party may assign this Agreement without consent from the other party to (a) an Affiliate; or (b) any successor to its business or assets to which this Agreement relates, whether by merger, acquisition, or sale of all or substantially all of its assets, or otherwise. Any attempted assignment in violation of the foregoing will be void and of no force or effect.

11.4 Force Majeure. Except for payment obligations, neither party will be liable for any breach of this Agreement, or for any delay or failure of performance, resulting from any cause beyond that party’s reasonable control.

11.5 Feedback. If Customer provides Spatial Logic with any suggestions, comments, or other feedback regarding the Services (collectively, “Feedback”), Customer hereby grants to Spatial Logic a worldwide, perpetual, irrevocable, transferable, and sublicensable license to use any Feedback for any purpose, without compensation or obligation to Customer.

11.6 Notices. Except as otherwise expressly provided in this Agreement, to be effective, notices under this Agreement must be delivered in writing by email to: (a) Customer at an email address that Spatial Logic has on file for Customer; and (b) Spatial Logic at [insert email address for notice]. Notices will be deemed effective when sent to the applicable email address, so long as the sender does not receive a bounce-back or other delivery-failure notice. Either party may update its email address for notice by notifying the other party in accordance with this Section.

11.7 Governing Law; Venue. The laws of the State of Colorado govern this Agreement and any matters related to this Agreement, without regard to any conflicts of laws principles that would require the application of the laws of a different jurisdiction. The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, state or federal courts sitting in Denver, Colorado in any litigation arising out of this Agreement or the Services.

11.8 Remedies. Each party acknowledges that any actual or threatened breach of Sections 3.2 or 10 will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, the breaching party agrees to waive any bond that would otherwise be required. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other legal expenses, in addition to any other relief it may receive from the non-prevailing party.

11.9 Compliance with Laws. Each party shall comply with all laws, rules, and regulations, applicable to that party in connection with this Agreement.

11.10 Waivers. To be effective, any waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.11 Severability. If any provision of this Agreement is unenforceable, the other provisions of this Agreement will be unimpaired, and the unenforceable provision will be deemed modified so that it is enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).

11.12 Modification. Spatial Logic may modify this Agreement at any time upon written notice to Customer, which notice may be provided by email or by posting a prominent notice within the Platform. Any such modification will become effective: (a) with respect to any Order that includes a Renewal Term, upon the commencement of the next Renewal Term for that Order following the date of such notice; and (b) with respect to any Order that does not include a Renewal Term, only upon Customer’s entry into a new Order after the date of such notice. If Customer does not agree to the modified Agreement, Customer may elect not to renew any then-current Initial Term or Renewal Term (as applicable) and not to enter into any new Orders after the date of such notice. Except as otherwise set forth in this Section, this Agreement may not otherwise be modified except by a written amendment signed by an authorized representative of each party.

11.13 Entire Agreement. This Agreement, including any Order and any exhibits or attachments thereto, constitutes the final and entire agreement between the parties regarding the subject hereof and supersedes all other agreements, whether written or oral, between the parties concerning such subject matter. No terms and conditions proposed by either party will be binding on the other party unless accepted in writing by both parties, and each party hereby objects to and rejects all terms and conditions not so accepted. To the extent of any conflict between the provisions of this Agreement and the provisions of any Order, the provisions of the Agreement will govern unless the Order specifically overrides this Agreement.

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Exhibit A — Professional Services

If Customer purchases Professional Services, this Exhibit A will apply.

1. Professional Services

Subject to the terms and conditions of this Agreement, Spatial Logic shall perform the Professional Services for Customer as described in the applicable Order. Each Order will contain descriptions of the Professional Services and a description of any Deliverables (as defined below) to be provided by Service Provider, the Fees for the Professional Services, and any additional terms and conditions the parties deem appropriate. Customer acknowledges that any schedules or timelines for Professional Services set forth in the applicable Order are not firm or fixed performance dates, and are only to be regarded as estimated beginning and completion dates for the Professional Services.

2. Change Orders

Each party may request changes that affect the scope or duration of the Professional Services. Neither party shall be bound by any change requested by the other party, unless such change has been agreed to in writing by authorized representatives of each party (each, a “Change Order”). Each Change Order will be subject to the terms and conditions of this Agreement.

3. Customer Materials and Assistance

Customer acknowledges that in order to perform the Professional Services, Spatial Logic requires access to certain materials, content, data, information, and other intellectual property of Customer (collectively, “Customer Materials”). Customer shall provide Spatial Logic with the Customer Materials along with any assistance, access, answers, decisions, and personnel resources that Spatial Logic reasonably requests in order for Spatial Logic to perform the Professional Services. Customer acknowledges that Spatial Logic’s ability to successfully perform the Professional Services is contingent upon Spatial Logic’s receipt from Customer of such Customer Materials and such assistance, access, answers, decisions, and personnel resources. Accordingly, Spatial Logic will not be deemed in breach of this Agreement and will have no liability to Customer for failure to perform, or any other deficiencies in, the Professional Services or for damages resulting from: (a) Customer’s failure to provide any Customer Materials or any such assistance, access, answers, decisions, and personnel resources; (b) the acts or omissions of Customer, its agents, or employees; or (c) performance of the Professional Services in accordance with Customer’s instructions.

4. Customer Information

Customer acknowledges that Spatial Logic may, in performing the Professional Services, be dependent upon or use data, material, and other information furnished by Customer without any independent investigation or verification thereof, and that Spatial Logic may rely upon the accuracy and completeness of such information in performing the Professional Services. Spatial Logic, in performing the Professional Services, will be making recommendations and providing advice, but all decisions as to implementing such advice and recommendations will be made by Customer and will be Customer’s sole responsibility and Spatial Logic may rely on all such Customer decisions.

5. Costs and Expenses

Customer shall reimburse Spatial Logic for reasonable pre-approved travel, lodging, and meal expenses, and such other costs and expenses that Spatial Logic incurs in connection with the performance of Professional Services.

6. Proprietary Rights

6.1 Customer Materials. As between the parties, Customer owns all right, title and interest in and to the Customer Materials. Customer grants to Spatial Logic and its Service Providers, during the Term, a limited, non-exclusive, non-transferable (except as permitted in Section 11.3) right and license to use the Customer Materials solely as necessary to perform its obligations and exercise its rights under this Agreement.

6.2 Assignment of Deliverables. Subject to Customer’s payment of all applicable Fees for Professional Services, Spatial Logic hereby assigns to Customer all right, title, and interest worldwide in and to the Deliverables, including all intellectual property rights therein, but excluding Spatial Logic Property (as defined below), which is licensed to Customer by Spatial Logic pursuant to Section 6.4 of this Exhibit A. “Deliverable” means any item created specifically and exclusively for Customer that is identified as a “Deliverable” in the applicable Order and delivered to Customer by or on behalf of Spatial Logic in connection with the Professional Services.

6.3 Spatial Logic Property. Notwithstanding anything to the contrary in this Agreement, as between the parties, Spatial Logic owns all: (a) software, tools, routines, programs, content, data, designs, document forms, technology, ideas, know-how, processes, techniques, formulas, analyses, strategies, market intelligence, reports, concepts, discoveries, inventions, and other intellectual property that Spatial Logic uses, makes, develops, or reduces to practice, whether alone or jointly with others or otherwise obtains: (i) prior to this Agreement; (ii) independently or outside the scope of the Professional Services; or (iii) that has applicability to Spatial Logic’s provision of its products and services to its Customers generally; (b) all enhancements, modifications, improvements and derivative works of each and any of the foregoing; and (c) all copyrights, trademarks, service marks, trade secrets, patents, patent applications, and other proprietary rights related to each and any of the foregoing (collectively, the “Spatial Logic Property”).

6.4 License of Spatial Logic Property. Subject to the terms and conditions of this Agreement, Spatial Logic hereby grants to Customer a non-exclusive, perpetual, worldwide, right and license, with the right to sublicense, under all of Spatial Logic’s intellectual property rights, to all Spatial Logic Property incorporated into any Deliverable or necessary for Customer to fully utilize any Deliverable, to use, reproduce, distribute, publicly display, publicly perform, and create derivative works of such Spatial Logic Property solely to the extent reasonably required in connection with Customer’s use of the Deliverable on the condition that Customer does not: (a) reproduce, distribute, or use Spatial Logic Property other than as components of the Deliverable; or (b) sublicense any rights in Spatial Logic Property other than in support of Customer’s internal business purposes. For the avoidance of doubt, the license grant in the foregoing sentence does not include the Platform for which access and use is granted solely pursuant to Section 3.1 of the main body of this Agreement, and Customer does not and will not have or acquire under or in connection with this Agreement any ownership interest or rights in the Platform or any intellectual property rights therein.

6.5 Reservation of Rights. Spatial Logic reserves all rights not expressly granted to Customer under this Agreement.

7. Professional Services Warranty

Spatial Logic warrants to Customer that: (a) the Professional Services will be performed in a professional manner consistent with industry standards; and (b) the Deliverables, when delivered, will materially conform to the specifications set forth in the applicable Order. If Customer notifies Spatial Logic of a breach of the foregoing warranty specifying the breach in reasonable detail within 30 days after Spatial Logic performs the Professional Services or delivers the Deliverable, Spatial Logic shall, at its own expense and as its sole obligation and Customer’s exclusive remedy for breach of the foregoing warranty: (i) use commercially reasonable efforts to re-perform the Professional Services or re-deliver the Deliverable which gave rise to the breach; or (ii) if Spatial Logic cannot re-perform such non-conforming Professional Services or re-deliver such non-conforming Deliverable to Customer within 60 days after receiving notice of the breach, Customer may terminate the applicable Professional Services upon written notice to Spatial Logic, and Spatial Logic shall refund to Customer the fees paid for such non-conforming Professional Services and non-conforming Deliverables.