Master Service Agreement

"Affiliate" means any corporation or other business entity Controlled by, Controlling or under common Control with a Party, where "Control" means (i) ownership of more than 50% of the equity interest, or (ii) the ability to control management decisions.

"Aggregated and/or Anonymized Data" means data that has been aggregated or extracted from Customer Content such that Customer Personal Data and other data that uniquely identifies the Customer has been removed or obfuscated.

"Authorized Reseller" means any third party reseller who has executed a reseller agreement with InMapz to resell any InMapz Offerings.

"Authorized User(s)" means Customer, its authorized Affiliates, and their respective employees, contractors or consultants solely to the extent providing services on behalf of Customer or its Affiliates.

"Customer Content" means any data, text, applications, files, electronic documents, images, information or other materials (including floor plans, mechanical drawings, spreadsheets, asset inventory data, point cloud data and reports) that Customer or its Affiliates or Authorized Users upload, import or input into the Solution or create in connection with use of the Solution.

"Customer Image Data" means any Customer Content uploaded to the Solution in the form of images, videos or photographs (including 2D or 3D).

"Customer Personal Data" means any Customer Content from which a living individual may be identified, whether directly or indirectly.

"Documentation" means the InMapz user manual and any other technical documentation related to the Solution, Support or Professional Services made available to Customer.

"Equipment" means building or facilities equipment including heating, cooling, air-conditioning and ventilation systems; electrical; audio systems; plumbing; alarm equipment (e.g., fire, smoke and security protection), etc.

"Fees" mean fees as described on the Order or SOW.

"InMapz Data" means Aggregated and/or Anonymized Data that InMapz creates or extracts through processing or analyzing Customer Content, including all digital and virtual representations (including point clouds and machine learning models).

"InMapz Offerings" means the Solution, all other InMapz Technology, Support, Professional Services, Documentation and any other Software, tools, technology, Intellectual Property Rights, services, products, subscriptions, data, content, material or offerings provided by InMapz.

"InMapz Production Process" means the proprietary production process (including any process, method, workflow, know-how, Software and other intellectual or industrial property) used by or on behalf of InMapz to create and render InMapz Spaces.

"InMapz Space" means a 2D or 3D representation of a Subject Property that is created via the InMapz Production Process and displayed and accessible in the Solution.

"InMapz Technology" means all Software, technology, data and other Intellectual Property Rights created by or on behalf of or otherwise provided by InMapz or its Affiliates including the Solution, the InMapz Production Process, InMapz Spaces, InMapz Data, and any related AI training data sets, AI models or machine learning algorithms.

"Intellectual Property Rights" means all intellectual property rights throughout the world, including copyrights, Trade Secrets, trademarks, patents, and all associated applications, registrations, and renewals.

"Learning & Process Improvement Data" means Solution, Software, Aggregated and/or Anonymized Data, content and other materials that result from the InMapz Production Process for the purpose of providing or improving the Solution or Professional Services and to develop new services and products.

"Order(s)" means the InMapz-provided online registration or order form, click-through agreement, or signed order form referencing this MSA.

"Professional Services" means any services performed by InMapz relating to the Solution such as set up, installation, activation, map creation, data processing, data upload, training, configuration, integration, customization, and optimization.

"Solution" means the software-as-a-service ("SaaS") services provided by InMapz as set out in the Order, including any Software used by InMapz to offer, provide, operate, maintain, host or otherwise make available the Solution.

"SOW" means any statement of work signed by both Parties and incorporating this MSA, or referenced on an Order that incorporates this MSA.

"Subject Property" means the building, structure, location, or premises in respect of which an InMapz Space is created.

"Support" means the technical support services (including email, phone and map updates) made available by InMapz to Customer in accordance with the Agreement.

"Trade Secrets" means source code, Software algorithms, specifications, models, formulas, samples, patterns, designs, plans, know-how, processes, questionnaires, methodologies, business methods, drawings, documents, innovations, technical information, data, and related business and personnel information.

"Usage Data" means Aggregated and/or Anonymized Data collected by InMapz through and relating to Customer's use of the Solution.

(a) License Grant. Subject to Customer's payment of Fees and compliance with all other terms, InMapz grants to Customer and its Affiliates a limited, non-sublicensable, non-transferable, non-exclusive, revocable right to access and use the Solution and Documentation for Customer's internal business purposes during the subscription term stated in the applicable Order. Customer will not be provided with and shall have no right to any Software. Customer shall be responsible for Authorized Users' compliance with the Agreement.

(b) Restrictions. Customer and its Affiliates and Authorized Users shall not directly or indirectly: (1) provide access to the Solution or InMapz Offerings to any third party other than Authorized Users; (2) reverse engineer, decipher, decompile, disassemble, reconstruct, translate or otherwise attempt to discover the source code, Software, or underlying technical information; (3) use the Solution to provide services to third parties or distribute, sell, license, sublicense, rent, loan, lease, assign, or transfer the Solution to any third party; (4) use the Solution for benchmarking purposes or in connection with the development of any competitive Software or offering; (5) export the Solution in breach of applicable laws or without required export licenses or government approvals; (6) access, store, or transmit any content that is unlawful, abusive, obscene, or harmful; (7) input any personally identifiable information or other personal data in the Solution; or (8) use the Solution to attempt to gain unauthorized access to any service, device, data, account or network.

(c) Customer Responsibility. Except to the extent caused by InMapz's breach, Customer shall be solely responsible for all activity occurring under Customer's and its Affiliates' user accounts, and for all Customer Content including the accuracy and completeness thereof. Customer shall defend, indemnify and hold harmless InMapz Indemnified Parties for, from and against any Third Party Claims arising out of Customer Content or Customer's violation of this MSA.

(d) Customer Image Data. Customer is solely responsible for the development, content, operation, maintenance, accuracy, legality, integrity and use of Customer Image Data and shall ensure that Customer Image Data does not comprise any content Customer does not own or have appropriate license to, any harmful or objectionable material, or any content that infringes any third party right.

(e) Personal Data. Customer agrees that neither Customer nor any Authorized User shall intentionally upload any Customer Personal Data to the Solution, and Customer shall minimize the risk of capture (whether intentional or unintentional) of Customer Personal Data.

(f) Authorized Resellers. If Customer purchases Professional Services or subscriptions from an Authorized Reseller, all references to an Order shall mean the applicable Order between Customer and the Authorized Reseller. Section 3 (Fees and Payment) is superseded by the terms set forth in the applicable Order, and InMapz shall have no responsibility or liability with respect to any failure by the Authorized Reseller to issue credits or refunds to Customer.

(g) Reseller Data Sharing. Customer acknowledges and expressly consents to the disclosure and use of Customer Personal Data between InMapz and any Authorized Reseller as necessary to provision InMapz Offerings.

Customer shall pay InMapz the Fees within thirty (30) days from the invoice date without offset or deduction. All payment obligations are non-cancelable and all amounts paid are non-refundable (except as expressly stated otherwise herein). All payments shall be made in US dollars in full and cleared funds without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

All Fees and other amounts payable by Customer are exclusive of taxes and similar assessments. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state or local governmental or regulatory authority, excluding taxes imposed on InMapz's income.

If payment has not occurred by the Payment Due Date, a late fee ("Late Fee") of 1.5% per month of the invoice amount shall apply, after prior contact and verification of invoice receipt. Customer shall provide InMapz with complete and accurate billing and contact information.

(a) Warranty. InMapz warrants that (1) the Solution will substantially perform the functions set forth in the specifications, (2) Professional Services shall be provided in a workmanlike and professional manner pursuant to any applicable SOW, and (3) it shall use commercially reasonable measures to prevent viruses from being released in the Solution. If Customer notifies InMapz in writing of any failure, InMapz shall, at its option and expense: (i) repair, (ii) replace or reperform, or (iii) terminate the Agreement or the applicable portion of the Order or SOW and issue a pro rata refund of the Fees paid for the terminated portion.

(b) Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, except for the express warranties stated in this MSA, InMapz provides the Professional Services, Solution, other InMapz Offerings and Confidential Information solely on an "AS IS", "WHERE IS" and "AS AVAILABLE" basis. InMapz disclaims all implied warranties, including merchantability, fitness for a particular purpose, noninfringement and title, and does not warrant that the Solution, Professional Services, or other InMapz Offerings are or will be error-free.

(c) Network Delays. Neither InMapz nor any of its Representatives shall be responsible for any delays, delivery failures, or other loss or damage resulting from the transfer of data over the Internet or other communications networks not directly controlled by InMapz.

(d) High-Risk Disclaimer. The Solution, Professional Services, and other InMapz Offerings are not designed or intended for use in any environment requiring fail-safe performance in which failure could lead to death, personal injury, or physical or property damage. INMAPZ SHALL NOT BE LIABLE FOR USE OF THE SOLUTION OR ANY OTHER INMAPZ OFFERINGS IN ANY HIGH-RISK ACTIVITIES.

"Confidential Information" means business information of a confidential or proprietary nature including Trade Secrets and other information of commercial value that is disclosed or provided pursuant to the Agreement, provided that Confidential Information shall not include information that: (1) is or becomes part of the public domain through no act or omission of the Recipient; (2) was in the Recipient's lawful possession prior to disclosure; (3) is lawfully disclosed to the Recipient by a third party without restriction; or (4) is independently developed by the Recipient without reference to the Discloser's Confidential Information.

The Recipient shall keep all Confidential Information confidential and protect it using the highest degree of care the Recipient utilizes to protect its own Confidential Information, no less than a commercially reasonable degree of care. The Recipient shall not disclose Confidential Information to any person other than Customer's Authorized Users (or InMapz or its Representatives) who have a need to know. Neither Party shall use Confidential Information for any purpose other than as necessary to exercise rights or fulfill obligations under the Agreement.

This Section shall apply during the Term and for three (3) years after termination, provided that obligations with respect to Trade Secrets survive perpetually until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Recipient.

(a) InMapz Ownership. InMapz or its third party licensors own all Intellectual Property Rights embodied in the Solution, InMapz Technology, Documentation, Support and/or any Professional Services provided by InMapz under the Agreement including all modifications or derivatives thereof. No rights are granted to Customer other than as expressly set forth in the Agreement.

(b) Newly-Developed IP. InMapz shall be the sole owner of any newly-developed Intellectual Property Rights related in any way to the Solution or Software. Customer hereby irrevocably assigns to InMapz any such newly-developed Intellectual Property Rights that result from Customer's requests, feedback, or ideas ("Feedback"). Nothing in the Agreement prevents InMapz from independently developing, creating, modifying, selling, offering, licensing, or distributing its own Software, tools, technology, or other InMapz Offerings.

(c) Customer Content. Customer Content shall remain the property of Customer or its licensors. Customer hereby grants to InMapz a non-exclusive, worldwide, irrevocable, sublicenseable, transferable, royalty-free, fully paid-up right and license to Customer Content: (i) during the Term to host, store, transmit, reproduce, distribute, modify, process, and otherwise use and display the Customer Content as may be necessary for InMapz to provide the Solution and related services; and (ii) during the Term and thereafter to create InMapz Data.

(d) InMapz Data. Customer acknowledges and agrees that InMapz may during the Term monitor Customer's use of the Solution to create Usage Data and develop Learning & Process Improvement Data. InMapz may use InMapz Data to create, develop, train, analyze, improve, enhance, make derivative works of, support, deploy and otherwise use AI data sets, AI models, ML algorithms and the Solution, and otherwise for any business purpose including developing new or different services, subscriptions, products, or other offerings.

InMapz may conduct periodic remote audits for the sole purposes of verifying Customer's and its Authorized Users' and Affiliates' use of the Solution in compliance with the Agreement.

Neither the Solution, InMapz Technology, Support, Documentation, Professional Services nor other InMapz Offerings replace the need for Customer to maintain regular data backups or redundant data archives and software and IT system disaster recovery processes and procedures. NEITHER INMAPZ NOR ANY OF ITS AFFILIATES OR THEIR REPRESENTATIVES HAVE ANY OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER CONTENT AND ALL OTHER CUSTOMER DATA, SOFTWARE, IT SYSTEMS OR MATERIAL.

(a) InMapz Indemnification. InMapz agrees to defend Customer Indemnitees against any third party claim that Customer Indemnitee's use of the Solution, as made available by InMapz and used in accordance with the Agreement, directly infringes a third party's Intellectual Property Rights (an "Infringement Claim"), and indemnify Customer Indemnitees from the resulting costs and damages finally awarded, provided that: (1) Customer Indemnitees promptly notify InMapz in writing of the Infringement Claim; (2) InMapz has sole control of the defense and all related settlement negotiations; (3) Customer Indemnitees provide InMapz with the necessary information, assistance and authority; and (4) Customer Indemnitees make no admission of liability and do not compromise InMapz's ability to defend the claim.

(b) Infringement Remedies. In any action based on an Infringement Claim, InMapz, at its sole option and expense, shall either: (1) procure the right for Customer to continue using the Solution; (2) modify or replace the Solution so that the infringing Solution becomes non-infringing; or (3) terminate the right to use the infringing Solution and refund the unused portion of any prepaid subscription fees. InMapz shall have no liability for an Infringement Claim resulting from modifications made by parties other than InMapz, combination of the Solution with non-InMapz software, use of the Solution outside the scope of the Agreement, or use of third party software not embedded by InMapz.

(a) EACH PARTY'S TOTAL AGGREGATE LIABILITY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, STRICT LIABILITY OR OTHER THEORY, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO INMAPZ OR AN AUTHORIZED RESELLER UNDER THE AGREEMENT IN THE TWELVE MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO A CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THIS LIMIT.

(b) UNDER NO CIRCUMSTANCES SHALL EITHER PARTY (OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES) BE LIABLE FOR ANY: (1) INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; (2) LOSS OF REVENUES, SALES OR BUSINESS; (3) LOSS OF PROFITS; (4) LOSS, CORRUPTION OR INACCURACY OF DATA, SOFTWARE, IT SYSTEMS OR INFORMATION OR WORK STOPPAGE; OR (5) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, STRICT LIABILITY OR OTHER THEORY EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES.

(a) Term. The Agreement shall continue for a period of twelve (12) months ("Initial Term") or such other period indicated on the Order. Each Order shall automatically renew for an additional twelve (12) month term unless either Party provides notice of its intent not to renew at least thirty (30) days in advance of the end of the Initial Term or current Renewal Term.

(b) Termination for Cause. Without affecting any other right or remedy available to it, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if the other Party materially breaches an obligation under the Agreement that has not been cured within thirty (30) days of written notice, or if either Party becomes insolvent, elects to dissolve and wind-up its business, makes a general assignment for the benefit of creditors, or appoints a receiver, custodian or trustee.

(c) Effect of Termination. Upon termination, the rights granted under Section 2 will terminate. Customer shall promptly, permanently destroy any and all InMapz Confidential Information. Customer may export a copy of Customer Content within thirty (30) days after termination. InMapz shall promptly destroy any and all Customer Confidential Information. InMapz will remove access to the Solution and any other InMapz Technology.

(d) Suspension. InMapz may upon ten (10) days' prior written notice suspend or limit Customer's access to or use of the Solution without liability if: (1) Customer's account is past due, or (2) Customer's use of the Solution breaches Section 2 or impairs performance of the Solution or other customers' use.

(e) Accrued Rights. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination.

(f) Survival. Sections 1, 2(b), 2(c), 3, 4(b), 5, 6, 8, 10, 11, 12, 13, 16, and 17 will survive the termination of the Agreement.

All notices under the Agreement shall be deemed properly given and effective (a) when personally delivered; (b) when deposited in the United States certified mail, registered mail, postage prepaid or return receipt requested; or (c) when deposited with an internationally recognized overnight delivery service with all fees and charges prepaid. When any notice under the Agreement is sent to InMapz, a copy shall be sent to Legal@InMapz.com.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without regard for conflict of laws principles. Any legal claim, suit, action, dispute or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, located in Irvine, CA. In any action to enforce the Agreement, the prevailing Party will be entitled to reasonable costs and attorneys' fees actually incurred. No action may be brought after one (1) year from the date on which the cause of action arose, provided that this limitation shall not apply to any action related to the infringement of a Party's Intellectual Property Rights.

(b) The Agreement and all related documents shall be in the English language and all actions arising under the Agreement shall be conducted and resolved in the English language.

Except for either Party's right to assign this Agreement in the event of a merger, acquisition, or other change of control transaction upon prior written notice to the other Party, neither the rights nor the obligations arising under the Agreement are assignable or transferable by either Party without the other Party's prior written consent (which consent will not be unreasonably withheld), and any such attempted assignment or transfer shall be void and without effect.

Customer consents to InMapz's use of Customer's name and logo for public identification as a customer in InMapz's customer lists, websites, marketing materials and press releases ("Marketing Collateral"). Upon request, Customer consents to participating in a case study regarding its experiences with InMapz's Solution, InMapz Technology, Support, Professional Services and/or other InMapz Offerings ("Case Study") and inclusion of and reference to the Case Study in Marketing Collateral.

(a) The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous proposals, communications and understandings, oral or written (including any confidentiality agreements) relating to that subject matter.

(b) Except as expressly provided in the Agreement, any amendments or modifications of the Agreement must be in writing and signed by duly authorized representatives of both Parties.

(c) Any waiver of any provision of the Agreement must be in writing and shall not be deemed a waiver of any other provision.

(d) Each provision of the Agreement shall be considered severable such that if any provision conflicts with any existing or future law, or is held to be illegal, unenforceable or invalid by a court, the other provisions shall be limited or modified to the minimum extent necessary to make it valid, legal, and enforceable.

(e) For purposes of this Agreement, the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation" and the word "or" is not exclusive. If there is any conflict or inconsistency between this MSA and any Order, the Order shall prevail. Any additional or different terms or conditions proposed by Customer are hereby expressly excluded.

(f) The Agreement does not confer any right or benefit on any person who is not a Party to it and no one other than a Party to the Agreement, their successors and permitted assignees shall have any right to enforce any of the terms of the Agreement.

(a) Each Party shall be responsible for its own compliance with applicable laws. Customer shall be responsible for ensuring that any information provided to InMapz including in connection with the Professional Services or Support is accurate and complete.

(b) A delay by either Party in performing its obligations will not be a breach of the Agreement if caused by fire, flood, pandemic, act of God or other event beyond the reasonable control of such Party. The affected Party will notify the other Party of such event and resume performance as soon as possible.

(c) The Agreement may be executed in any number of counterparts, each of which is an original, but all the counterparts together shall constitute the same document. Delivery of an executed counterpart by e-mail or other electronically delivered signatures of the Parties shall be as effective as delivery of an original, manually executed counterpart.

(d) The Parties are independent contractors. Nothing in the Agreement is intended to create a joint venture, partnership, agency or employment relationship between the Parties.