Terms of Service

Please read these Terms of Service ("Agreement" or "Terms") carefully before accessing or using the Services. These Terms constitute a legally binding agreement between you and Locaition Matters, Inc. ("Locaition Matters," "Company," "we," "us," or "our").

By clicking "I Agree," accessing the Company's website at www.locaitionmatters.com (the "Site"), creating an account, or using any of the Company's AI-powered location intelligence solutions, platforms, tools, dashboards, chatbots, and related services (collectively, the "Services"), you represent that (i) you have read and understand these Terms; (ii) you have the authority to enter into this Agreement on behalf of yourself or your organization; and (iii) you agree to be bound by these Terms and our Privacy Policy, incorporated herein by reference.

If you do not agree to these Terms, do not access or use the Site or Services.

1. Definitions

As used in these Terms, the following terms have the meanings set forth below:

• "Agreement": These Terms of Service, together with any Order Form, Statement of Work, Data Processing Agreement, or other written agreement between you and the Company, all of which are incorporated by reference.
• "Authorized User": An individual employee, contractor, or agent of Customer who is authorized by Customer to access and use the Services under Customer's account.
• "Customer" or "you": The individual or legal entity that has agreed to these Terms and is accessing or using the Services.
• "Customer Data": Data, content, and materials that Customer or its Authorized Users upload, submit, transmit, or otherwise make available through the Services, including geospatial datasets, GIS layers, address records, and related content.
• "Documentation": User guides, technical specifications, and other materials made available by the Company in connection with the Services.
• "Intellectual Property Rights": All patents, copyrights, trademarks, trade secrets, moral rights, and other proprietary rights recognized in any jurisdiction.
• "Order Form": A written or electronic order for Services specifying subscription tier, pricing, term, and other applicable terms.
• "Services": The AI-powered, location-intelligence solutions, products, platforms, chatbots, dashboards, APIs, and related offerings provided by Locaition Matters, including Curated, PlaceStory, and the ArcGIS Experience Builder Widget, and any future products or features.
• "Subscription Term": The period during which Customer is authorized to access and use the Services, as specified in the applicable Order Form.

2. Account Registration and Access

2.1 Account Creation

To access the Services, you must register for an account by providing accurate, current, and complete information. You are responsible for maintaining the accuracy of your account information and for updating it as needed. You may not use a false name, a name you are not authorized to use, or a name that is misleading as to your identity or affiliation.

2.2 Account Security

You are solely responsible for maintaining the confidentiality and security of your account credentials and for all activities that occur under your account. You agree to: (i) use a strong, unique password; (ii) not share your credentials with any unauthorized person; (iii) notify us immediately at info@locaitionmatters.com of any actual or suspected unauthorized access to or use of your account; and (iv) log out of your account after each session. The Company is not liable for any loss or damage arising from unauthorized access resulting from your failure to maintain adequate account security.

2.3 Authorized Users

Enterprise and team subscriptions may permit multiple Authorized Users. Customer is responsible for ensuring that all Authorized Users comply with these Terms and for all acts and omissions of its Authorized Users. Customer shall not permit access to the Services by individuals who are not Authorized Users.

2.4 Account Eligibility

The Services are intended for business and commercial use by entities and individuals who are at least 18 years of age and have legal capacity to enter into binding contracts. By registering for an account, you represent and warrant that you meet these eligibility requirements.

3. Services and License

3.1 Grant of License

Subject to your compliance with these Terms and timely payment of all applicable fees, Locaition Matters grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services and Documentation solely for your internal business purposes.

3.2 Restrictions

You shall not, and shall not permit any third party to:

• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or any component thereof;
• Rent, lease, lend, resell, sublicense, distribute, or otherwise transfer the Services or any rights therein to any third party;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Services;
• Use the Services to develop a competing product or service, or to benchmark the Services against a competing product without our prior written consent;
• Access the Services by automated means (e.g., scraping, bots, crawlers) except through APIs expressly authorized by the Company;
• Use the Services to process data in violation of applicable law, including data privacy and export control laws;
• Attempt to gain unauthorized access to any part of the Services, or to the systems or networks connected to the Services;
• Use the Services to transmit viruses, malware, or other harmful code;
• Use the Services for any unlawful, harmful, fraudulent, or abusive purpose.

3.3 Service Modifications

Locaition Matters reserves the right to modify, update, or discontinue any aspect of the Services at any time. We will use commercially reasonable efforts to provide advance notice of material changes. Continued use of the Services after any modification constitutes your acceptance of the modified Services.

3.4 Beta and Preview Features

From time to time, we may offer access to beta, preview, or experimental features. Such features are provided on an "as-is" basis without warranties of any kind, may be discontinued at any time, and are not subject to the same service level commitments as generally available features.

4. Customer Data

4.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. The Company acquires no ownership rights in Customer Data by virtue of these Terms.

4.2 License to Customer Data

Customer grants Locaition Matters a limited, non-exclusive, worldwide license to access, process, reproduce, and use Customer Data solely as necessary to: (i) provide and maintain the Services; (ii) comply with legal obligations; and (iii) enforce these Terms. We will not use Customer Data to train foundational AI models or for any purpose beyond the scope of delivering the Services without Customer's express written consent.

4.3 Customer Representations

Customer represents and warrants that: (i) it has all necessary rights, licenses, and permissions to upload, transmit, and use Customer Data in connection with the Services; (ii) Customer Data does not infringe any third-party Intellectual Property Rights; (iii) Customer Data does not violate applicable law, including data privacy, export control, and anti-discrimination laws; and (iv) Customer Data does not contain any content that is illegal, defamatory, obscene, or otherwise harmful.

4.4 Data Security and Processing

The Company implements and maintains industry-standard security measures to protect Customer Data as described in our Privacy Policy and, if applicable, any executed Data Processing Agreement ("DPA"). In the event of a security incident affecting Customer Data, the Company will notify Customer in accordance with applicable law and the DPA.

4.5 Data Backup

The Company maintains data backup procedures consistent with industry standards. However, Customer is encouraged to maintain independent backups of Customer Data. The Company is not responsible for any loss of Customer Data resulting from Customer's failure to maintain adequate backups.

5. Fees, Payment, and Subscription

5.1 Fees

Customer agrees to pay all fees specified in the applicable Order Form or as otherwise agreed in writing ("Fees"). All Fees are quoted and payable in U.S. dollars unless otherwise specified. Fees are non-refundable except as expressly set forth in these Terms or required by applicable law.

5.2 Invoicing and Payment

Unless otherwise set forth in an Order Form, Fees are due and payable in advance of the applicable billing period. The Company will issue invoices electronically. Payment is due within thirty (30) days of the invoice date. All amounts not paid when due will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) from the due date until paid.

5.3 Taxes

All Fees are exclusive of applicable taxes, levies, and duties, including sales, use, value-added, and withholding taxes ("Taxes"). Customer is responsible for paying all Taxes associated with its purchase and use of the Services, excluding taxes based on the Company's net income. If the Company is required by law to collect Taxes, such Taxes will be invoiced to Customer.

5.4 Price Changes

The Company reserves the right to modify its pricing at any time. For existing subscribers, price changes will take effect at the commencement of the next Subscription Term following written notice of at least thirty (30) days. Your continued subscription after the price change becomes effective constitutes your acceptance of the new pricing.

5.5 Suspension for Non-Payment

If Customer fails to pay any undisputed Fees when due, the Company may, after providing written notice and a ten (10) day cure period, suspend access to the Services until all overdue amounts are paid in full.

6. Term and Termination

6.1 Term

These Terms commence on the date you first accept them and continue until terminated in accordance with this Section. Each Subscription Term begins on the start date specified in the applicable Order Form and, unless earlier terminated, continues for the duration specified therein.

6.2 Termination for Convenience

Either party may terminate these Terms or any Order Form upon thirty (30) days' prior written notice, provided that Customer shall not be entitled to a refund of prepaid Fees for the unused portion of a Subscription Term unless otherwise agreed in an Order Form.

6.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if: (i) the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice of the breach; or (ii) the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

6.4 Effect of Termination

Upon expiration or termination of these Terms for any reason: (i) all licenses granted herein immediately terminate and Customer must cease all use of the Services; (ii) each party will promptly return or destroy the other party's Confidential Information; (iii) all outstanding Fees become immediately due and payable; and (iv) Customer may request a copy of Customer Data within thirty (30) days of termination, after which the Company may delete Customer Data from its systems.

6.5 Survival

The following Sections survive termination or expiration: Definitions (Section 1), Customer Data ownership (Section 4.1), Fees due and payable (Section 5), Effect of Termination (Section 6.4), Intellectual Property (Section 7), Confidentiality (Section 8), Disclaimer of Warranties (Section 9), Limitation of Liability (Section 10), Indemnification (Section 11), Dispute Resolution (Section 12), and General Provisions (Section 13).

7. Intellectual Property

7.1 Company Ownership

Locaition Matters retains all right, title, and interest in and to the Services, the Site, all underlying software, algorithms, AI models, methodologies, Documentation, and all Intellectual Property Rights therein. Nothing in these Terms transfers any ownership rights to Customer. The Company name, logo, and all related marks are trademarks of Locaition Matters, Inc. You may not use our marks without our prior written consent.

7.2 Feedback

If Customer or its Authorized Users provide suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), Customer grants the Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate such Feedback into the Services or other products without any obligation or compensation to Customer.

7.3 Third-Party Technology

The Services may incorporate third-party software, open-source components, Esri ArcGIS technology, and other third-party intellectual property. Such third-party components are subject to their respective license terms. The Company will make available information about material third-party components upon reasonable request.

7.4 AI-Generated Outputs

Outputs generated by the Services using Customer Data or Customer inputs ("Outputs") are provided to Customer for use in its business. Customer is responsible for evaluating the accuracy, completeness, and appropriateness of all Outputs and for any decisions made in reliance thereon. The Company does not warrant that Outputs are free from errors or suitable for any particular purpose.

8. Confidentiality

8.1 Confidential Information

Each party ("Disclosing Party") may disclose to the other party ("Receiving Party") nonpublic business, technical, or financial information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). For clarity, Customer Data is Customer's Confidential Information, and the Company's pricing, product roadmap, and proprietary technology are the Company's Confidential Information.

8.2 Obligations

The Receiving Party agrees to: (i) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not disclose Confidential Information to any third party except as permitted herein; and (iii) use Confidential Information only for the purposes contemplated by these Terms.

8.3 Exceptions

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (iv) is required to be disclosed by applicable law or court order, provided that the Receiving Party gives the Disclosing Party prompt prior written notice to the extent permitted by law.

9. Disclaimer of Warranties

The Services, Site, Documentation, and all content and Outputs are provided "as is" and "as available" without warranties of any kind, express or implied. To the maximum extent permitted by applicable law, Locaition Matters expressly disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising out of course of dealing or usage of trade.

The Company does not warrant that the Services will be uninterrupted, error-free, or secure, or that any defects will be corrected. AI-powered Outputs are probabilistic in nature and may contain errors or inaccuracies. Customer is solely responsible for verifying the accuracy of Outputs and for any decisions made in reliance thereon.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, data, goodwill, business opportunity, or anticipated savings, arising out of or related to these Terms or the Services, even if advised of the possibility of such damages.

10.2 Cap on Liability

To the maximum extent permitted by applicable law, the total cumulative liability of Locaition Matters to Customer arising out of or related to these Terms or the Services shall not exceed the total fees paid or payable by Customer to the Company in the twelve (12) month period immediately preceding the event giving rise to the claim.

10.3 Essential Basis

The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. The Company would not enter into these Terms without such limitations.

10.4 Exceptions

The limitations in this Section do not apply to: (i) Customer's obligation to pay Fees; (ii) either party's indemnification obligations; (iii) liability arising from a party's gross negligence or willful misconduct; or (iv) liability that cannot be excluded under applicable law.

11. Indemnification

11.1 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Locaition Matters and its officers, directors, employees, contractors, partners, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Customer's use of the Services in violation of these Terms; (ii) Customer Data, including any claim that Customer Data infringes any third-party Intellectual Property Rights or violates applicable law; (iii) Customer's violation of applicable law; or (iv) Customer's breach of any representation or warranty in these Terms.

11.2 Indemnification by Company

Locaition Matters shall defend, indemnify, and hold harmless Customer from and against any third-party claims that the Services, as provided and used in accordance with these Terms, infringe any U.S. patent, copyright, trademark, or trade secret. The Company's indemnification obligation does not apply to the extent the claim arises from: (i) modification of the Services by any party other than the Company; (ii) use of the Services in combination with third-party products or services not authorized by the Company; (iii) Customer's continued use of the Services after receiving notice of the alleged infringement; or (iv) Customer Data.

11.3 Indemnification Procedure

The party seeking indemnification ("Indemnified Party") shall: (i) promptly notify the indemnifying party ("Indemnifying Party") in writing of the claim; (ii) grant the Indemnifying Party sole control over the defense and settlement of the claim; and (iii) provide reasonable cooperation and assistance. The Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent if the settlement imposes any obligation, restriction, or liability on the Indemnified Party.

12. Dispute Resolution

12.1 Governing Law

These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of law provisions.

12.2 Informal Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute informally. Either party may initiate this process by sending written notice to the other describing the dispute in reasonable detail. The parties will negotiate in good faith for a period of thirty (30) days following such notice (or such longer period as mutually agreed) before commencing formal proceedings.

12.3 Binding Arbitration

If the parties are unable to resolve a dispute through informal negotiation, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, in English, in Columbia, South Carolina (or by remote means if mutually agreed), and the arbitrator's decision shall be final and binding. Judgment upon the award may be entered in any court of competent jurisdiction.

12.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or stop actual or threatened infringement of Intellectual Property Rights, breach of confidentiality obligations, or irreparable harm.

12.5 Class Action Waiver

All disputes shall be resolved on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class action, consolidated action, or representative proceeding. The arbitrator has no authority to combine or aggregate claims, conduct a class proceeding, or award class-wide relief.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any Order Forms, Statements of Work, DPAs, and other documents incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

13.2 Amendment

The Company reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Site and updating the "Last Updated" date, and, where appropriate, by email notification. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the changes.

13.3 Waiver

No waiver of any right or obligation under these Terms shall be effective unless in writing and signed by an authorized representative of the waiving party. No failure or delay by either party in exercising any right shall operate as a waiver of such right.

13.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

13.5 Assignment

Customer may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void. These Terms bind and inure to the benefit of the parties and their respective permitted successors and assigns.

13.6 Force Majeure

Neither party shall be liable to the other for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by circumstances beyond its reasonable control, including natural disasters, acts of government, labor disputes, cyberattacks, or internet outages ("Force Majeure Event"), provided that the affected party promptly notifies the other and uses commercially reasonable efforts to mitigate the impact.

13.7 Notices

All notices under these Terms must be in writing and delivered by: (i) email with confirmation of receipt; (ii) overnight courier; or (iii) certified mail, return receipt requested. Notices to Locaition Matters should be sent to info@locaitionmatters.com or to the address on file. Notices are deemed given upon confirmed receipt.

13.8 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.

13.9 Export Compliance

Customer agrees to comply with all applicable U.S. and international export control laws and regulations in connection with the use of the Services. Customer represents that it is not on any U.S. government denied-party list and will not permit access to the Services by any person or entity on such lists.

13.10 Contact Information

For questions, notices, or legal inquiries under these Terms, please contact:

Locaition Matters, Inc. Attn: Legal Department Email: info@locaitionmatters.com Phone: +1 (803) 814-6288 Website: www.locaitionmatters.com

This document was prepared for informational and internal planning purposes. It is not a substitute for advice from qualified legal counsel admitted in your jurisdiction. Locaition Matters should have these Terms reviewed by licensed attorneys before publication.