TERMS OF SERVICE AGREEMENT

Updated March 1, 2023

Welcome to the EarthScout™ Services site (the “Site”). EarthScout™ and/or its affiliates (“EarthScout™”, “us”, “we”, or “our”) provides the Site to you subject to the following Terms of Service. By visiting the Site, and or when you click an “I Agree” button or check box presented with these terms at purchase, or, if earlier, when you use any of the services, you represent that: (1) you have read and agree to be bound by this Terms of Dervice, (2) you are of legal age to form a binding contract with EarthScout™, and (3) you have the authority to enter into this Terms of Service personally or on behalf of the entity you represent, and to bind that entity to this Terms of Service.  The term “you” refers to the individual or legal entity, as applicable, identified as the user when you completed the registration process.  If you do not agree to all of the Terms you must not access or use the products or services. Please read them carefully. In addition, when you use any current or future EarthScout™ Services site, services, content, products or other materials, you also will be subject to the EarthScout™ Privacy Policy and EarthScout™ Customer Agreement.

Terms of Service (“Terms”):  Please read these Terms of Service carefully before using EarthScout™ Products and Services (the “Service or Services”) operated by EarthScout™.  Your access to and use of the Products and Services is subject to the EarthScout™ Privacy Policy and conditioned on your acceptance of and compliance with these Terms and the terms of the EarthScout™ Customer Agreement. The Terms of Service and Terms of Customer Agreement apply to all visitors, users and others who access or use the Products and Services. By accessing or using the Products and Services you agree to be bound by the Terms of Service, Terms of Privacy Policy and Terms of Customer Agreement. If you disagree with any part of the Terms of Service, Terms of Privacy Policy or Terms of Customer Agreement, then you may not access the Service.

Electronic Communications:  You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the   Web Site (“Site”). You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

License Grant and Restrictions.  We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services solely in accordance with this Agreement.    Except as provided in this Section, you obtain no rights under this Agreement from us or our licensors to the Products and Services, including any related intellectual property rights.

You may not use the Products or Services in any manner or for any purpose other than as expressly permitted by this Agreement. You may not attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any hardware or software included in the Services, (b) reverse engineer, disassemble, or decompile the Products or Services, or apply any other process or procedure to derive the source code of any hardware or software included in the Services, (c) access or use the Products or Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Products or Services or remove any proprietary notices or labels on the hardware or software. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.

Copyright, Trademarks, Patents:  All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data or data compilations, and software, is the exclusive property of EarthScout™ and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of EarthScout™ and protected by U.S. and international copyright laws. All software used on the Site is the property of EarthScout™ or its software suppliers and is protected by United States and international copyright laws.  EarthScout™’s trademarks may not be used in connection with any product or service that is not EarthScout™’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits EarthScout™.  One or more patents owned by EarthScout™ or its affiliates may apply to the Site and to the features and services accessible via the Site.

Account:  You are responsible for maintaining the confidentiality of your EarthScout™ account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. EarthScout™ reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion.

Termination: We may terminate or suspend access to the Products and Services immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Agreement. All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Links To Other Web Sites: Our Services may contain links to third­ party web sites or services that are not owned or controlled by EarthScout™.  We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that EarthScout™ shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third -party web sites or services that you visit.

Governing Law: These Terms shall be governed and construed in accordance with the laws of the state of Minnesota and the United States, without regard to conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

Arbitration: All disputes arising out of or related to these Terms, your use of the Products or Services and all related matters, will be resolved through final and binding arbitration, which will be held in front of a neutral arbitrator located in the State of Minnesota. You and EarthScout™ agree that you are each waiving your right to bring such action in court, including via class action. The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The parties will each pay their own attorney fees. Arbitration costs will be divided evenly between the parties.

Entire Agreement:  The Agreement constitute the entire agreement between us regarding our Products and Services, and supersede and replace any prior agreements we might have between us regarding the Products and Services.

Changes: We reserve the right, at our sole discretion, to modify or replace these Terms at any time.