NUVIEW GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (these “General Terms”) together with a NUVIEW Order describing the Products and Services ordered (each, an “Order”), and on the last date an Order is signed by both Customer and NUVIEW (“Effective Date”) it becomes an accepted Order (each, an “Accepted Order”). The Accepted Order and General Terms together with the NUVIEW End User License Agreement (the “EULA”) applicable to Customer’s license and use of Products, and any Third Party Products End User License Agreement (“Third Party EULA”) applicable to Customer’s license and use of Third Party Products, and any attachments, exhibits and schedules thereto, collectively represent the entire agreement between NUVIEW, Inc. and Customer for the license of Products and/or use of Services (the “Agreement”). The Agreement constitutes a fully effective, binding and enforceable legal agreement between NUVIEW and the Customer identified in the relevant Accepted Order. If Customer does not agree to the terms and conditions of the Agreement, do not submit an Order for the access, download or use of any Products or Services.

1. Definitions.

Capitalized terms used in the Agreement are defined in Exhibit A to these General Terms.

1. Order Processing.
   1. Order Development and Acceptance. Customer may order Products and/or Services by submitting a NUVIEW Order form via NUVIEW’s ordering process. Neither Customer nor NUVIEW shall be obligated under an Order until both Customer and NUVIEW have signed the Order at which time it becomes an Accepted Order. The Order shall at a minimum describe the Products and/or Services to be licensed or provided to Customer, the Fees payable to NUVIEW for such Products and/or Services and reference these General Terms as governing the Order. Each unaccepted Order automatically expires on the expiry date in the Order or if no expiry date is in the Order then within thirty (30) after being provided to the prospective Customer (unless extended in writing by NUVIEW). NUVIEW may accept or reject any Customer Order in NUVIEW’s sole discretion.
   2. Cancellation. Customer may cancel an Accepted Order, provided, that Customer shall pay NUVIEW the cancellation fees applicable to such Product or Service set forth in the Order or the then current NUVIEW Product Guide.
   3. Conflicts. In the event of any conflict or inconsistency, the provisions of these General Terms shall govern over the provisions of an Accepted Order or NUVIEW or Third Party EULA, unless an Accepted Order expressly references the conflicting or inconsistent provision and provides that the provisions of the Accepted Order shall govern.
2. Products; Services
   1. Customer is responsible for determining which Products and Services best meet its needs. NUVIEW reserves the right to (a) provide the Products and Services to Customer using any combination of satellites, ground station and imagery processing infrastructure, hardware, software or delivery systems in NUVIEW’s sole discretion and (b) discontinue collecting, licensing or distributing any Product or Service or to change the Product or Services at its discretion at any time.
   2. NUVIEW Products End User License Agreement (EULA); Third Party Licensors. Products and Documentation are licensed and not sold under the Agreement in accordance with the terms, conditions and restrictions of the EULA, whether acquired directly or in connection with Services. The applicable EULA terms, conditions and restrictions will be provided to Customer and are incorporated by reference into the Agreement. For Products or Services incorporating or using third party licensed content or data, Customer is responsible for complying with any applicable Third Party EULA including, without limitation, any copyright or ownership attribution or legend requirements.
   3. Platform Services. For Customers permitted to access and use NUVIEW’s Platform pursuant to an Accepted Order, Customer User’s may access and use the Platform solely for Customer’s Internal Use pursuant to the Agreement on a non-sublicensable, non-transferable, non-exclusive basis up to the limit of the applicable Platform Compute Allowance and during the Term set forth in an Accepted Order. Nothing in this Agreement grants Customer (or any Customer Users) any right, title, interest, or Intellectual Property Rights in or to the Platform or any other NUVIEW IP. The Customer’s right to access and use the Platform will automatically terminate upon the expiration, cancellation, or termination of this Agreement or the applicable Accepted Order.
      1. Features and Availability. The Platform is continually evolving and the features and functionality of the Platform may change over time. NUVIEW will have no obligation to provide any copies of the Platform, any Platform Applications, , or the NUVIEW IP to Customer or any Documentation relating thereto, including without limitation, any materials relating to the source code or the object code of the Platform (or any portion thereof). Except for force majeure events, security threats, and scheduled maintenance or upgrades, NUVIEW will use commercially reasonable efforts to ensure that the Platform will generally be continuously available, but NUVIEW does not represent or warrant that there will be no interruptions in service or that Customer will be able to access the Platform at all times without interruption. Customer acknowledges and agrees that Customer may experience interruptions of service and occasionally may not be able to access and/or use the Platform. Customer acknowledges and agrees that, from time to time, NUVIEW may limit or suspend Customer’s access to or use of the Platform for reasonable and temporary periods to perform maintenance or upgrades. NUVIEW will attempt to provide Customer with advance notice of such periods and a good faith estimate of the length of time that Customer’s ability to access the Platform will be limited or suspended. Such notice will be provided by an e-mail to the Primary Customer Admin or to Customer’s Primary Contact (identified on the applicable Accepted Order), a notice or post within the Platform, or by such other means as may be selected by NUVIEW.
      2. Restrictions on Use of the Platform. Customer will (a) only access and use the Platform through the Customer User accounts expressly authorized by NUVIEW; (b) not authorize or permit any person other than the Customer Users to access or use the Platform; and (c) be solely responsible for protecting the security and safekeeping of its Customer User accounts and will not transfer or make available the Platform, its access and use rights under an Accepted Order and this Agreement, or any login credentials to any third party. Neither Customer nor any Customer User will access or use, or attempt to access or use, the Platform.
      3. Customer Data. Customer may upload Customer Data to the Platform, provided, however, that Customer has the rights to use Customer Data through or in connection with the Platform and such use does not violate, infringe or misappropriate the Intellectual Property Rights of any third party. Customer shall be solely responsible and liable for any third party claims arising from or relating to Customer’s use of Customer Data through or in connection with the Platform.
   4. Integration Services. During the Term, NUVIEW will provide the Integration Services, if any, described in each applicable Accepted Order. Customer acknowledges and agrees that any and all Intellectual Property created as part of, or in connection with, the Integration Services will constitute part of the NUVIEW IP and will constitute the exclusive Confidential Information of NUVIEW.
   5. Third Party Products. For Third Party Products made available to Customer through or in connection with the Platform, notwithstanding anything to the contrary in this Agreement, Customer is solely responsible for compliance with all Third Party EULAs applicable to Third Party Products. NUVIEW or such third party may modify the Third Party EULAs and any applicable use restrictions for Third Party Products from time to time and it is Customer’s responsibility to check for updates to those license agreements or use restrictions. Continued use of the Platform and use of or access to such Third Party Products will be deemed acceptance of any such modifications to Third Party EULAs.
      1. Restricted Data. Customer will not: (a) download or export from the Platform any Data from third parties identified on the Platform as restricted sources (“Restricted Data”), or (b) use the output of the Platform derived from Restricted Data for any purpose other than for the Customer’s Internal Use. Customer expressly acknowledges and agrees that NUVIEW is not responsible for, and makes no representation regarding, the accuracy, reliability, currentness, ongoing availability, or non-infringement of any Restricted Data. Customer specifically accepts sole responsibility for use of the output of the Platform derived from Restricted Data for any purpose other than for the Customer’s Internal Use.
3. Delivery
   1. Time of Delivery. Any delivery date and/or suggested end collection date set forth in an Accepted Order is an estimate only. NUVIEW will use commercially reasonable efforts to deliver any Product licensed under an Accepted Order. NUVIEW shall not be liable under the Agreement if it fails to deliver such Products or any Services strictly in accordance with a delivery date set forth in an Accepted Order.
   2. Method of Delivery. Products ordered pursuant to an Accepted Order will be deemed delivered to a Customer when Customer is notified the Products are in a Customer User’s account or otherwise that the Products are available for Customer access and downloading via the Platform or other Services. All Products are deemed accepted by Customer upon such delivery. All Services are deemed delivered and accepted by Customer when the Customer is granted access to the Services via the Customer User account(s). Access means when NUVIEW sends the Customer electronic notification by email or otherwise containing a link the Customer may click on or another means to access the Services via a Customer User’s account.
   3. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Products and Services, including, without limitation, hardware, computers, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer will also be primarily responsible for maintaining the security of the Equipment, Customer Users’ accounts, passwords (including but not limited to administrative and user passwords), authentication and API keys, and files, and for all uses of Customer Users’ accounts or the Equipment with or without Customer’s knowledge or consent.
4. Fees; Expenses
   1. Fees. Customer shall pay NUVIEW the Fees for the Products and/or Services set forth in an Accepted Order. If Customer’s use of the Services exceeds the Platform Capacity Tier set forth in the applicable Accepted Order or otherwise requires the payment of additional fees (per the terms of this Agreement or an applicable Accepted Order), Customer will be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. NUVIEW reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days prior written notice to Customer (which may be sent by email or through the Services). NUVIEW will invoice Customer for Fees on a monthly basis or at such other periods specified in an applicable Subscription Order. Customer will pay each such invoice within thirty (30) days from the date of its receipt thereof. Expenses of NUVIEW may include license fees payable to third parties for third party Data and/or Third Party Products. All Fees paid for Products and Services are non-refundable, except as provided in Section 11.2 of these General Terms. Any payments for invoices not being disputed in good faith by Customer and not received by the due date shall be subject to a late interest charge of 1.0% per month from the due date until paid or the maximum rate permitted by Applicable Law, whichever is lower.
   2. Payment in U.S. Dollars. All payments referenced in the Agreement, an Accepted Order or invoice shall be made by Customer in U.S. Dollars unless otherwise expressly provided in an Accepted Order.
   3. Taxes. All Fees do not include any sales, use, value-added, foreign withholding or other taxes, duties, fees, excises or tariffs imposed on the licensing, sale or use of the Products and/or Services (collectively, “Taxes”). Customer is responsible for, and if applicable will reimburse NUVIEW within thirty (30) days of request, all Taxes and any related penalties, except for taxes imposed on NUVIEW’s net income. If Customer is required to withhold or deduct Taxes from payments, the amount due and payable to NUVIEW must still equal the Fees that would otherwise be payable had the Taxes not been withheld or deducted. If Customer is tax exempt, Customer must provide NUVIEW a reasonable time in advance of billing with reasonable evidence of its tax exempt status from the applicable taxing authority prior to Customer ordering Products or Services pursuant to an Accepted Order.
   4. Disputes; Delinquent Accounts. Customer must notify us of any Fee dispute within fifteen (15) days of the invoice date. No Fee disputes will be permitted after such date. Once resolved, Customer shall pay those Fees within fifteen (15) days. NUVIEW may, on notice to Customer, suspend or terminate the provision of Products or Services if Customer does not timely pay undisputed Fees. Customer will also pay all fees, costs and expenses incurred by NUVIEW, including reasonable attorney’s fees and court costs in connection with its efforts to collect from Customer any unpaid Fees or other payments owed by Customer under this Agreement
5. Confidentiality
   1. Confidentiality. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under the Agreement herein, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, which care shall be no less than reasonable care, to prevent the disclosure of Confidential Information of the other party.
   2. Right to Analyze Data. Notwithstanding other provision herein to the contrary: NUVIEW will have the right to collect and analyze data and other information relating to the provision and use of the Products and Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and NUVIEW will be free (during and after the Term) to use such information and data to improve and enhance the Products, Services and NUVIEW IP and for other development, diagnostic and corrective purposes in connection with the NUVIEW Products and Services and the NUVIEW IP, provided that NUVIEW does not disclose any such Customer Data to third parties except as otherwise permitted herein.
   3. Anonymized Data. Notwithstanding any other provision herein to the contrary: Customer acknowledges and agrees that NUVIEW may aggregate, anonymize, and/or de-identify data about Customer’s access to and use of Products and/or Services and Customer Data and that such data (“Anonymized Data”) may be used by NUVIEW for statistical, research, development, and other purposes without restriction, during and after the Term. NUVIEW will not have any confidentiality obligation with respect to Anonymized Data.
6. Privacy Policy

NUVIEW maintains an online privacy policy at Privacy Policy, which describes how NUVIEW collects, uses, and shares personal information. Customer agrees that NUVIEW’s online privacy policy is incorporated by reference into these General Terms, consents to the collection, use, and sharing of personal information relating to Customer Personnel as described in NUVIEW’s online privacy policy, and to provide any notice of NUVIEW’s privacy practices that Customer Personnel are entitled to receive as required under Applicable Law pertaining to privacy.

1. Intellectual Property
   1. Ownership of Intellectual Property. Each party shall be the sole owner of all Intellectual Property Rights owned by it prior to the relevant date of an Accepted Order relating to the Products and Services ordered under an Accepted Order (collectively, “Pre-Existing IP”). NUVIEW owns and shall continue to be the exclusive owner of all right, title and interest in and to (a) the NUVIEW Data, Products, Services, Documentation, the Platform, Platform Applications, all API’s relating to the foregoing, Integration Services, and NUVIEW systems and technology relating thereto, (b) NUVIEW satellites, ground stations, imagery processing or production hardware and software systems, code, scripts, software programs, related documentation, reports, materials, technology, frameworks, data models, and other embodiments of Intellectual Property Rights, and (c) any Intellectual Property Rights owned, developed or created by NUVIEW during the Term of the Agreement, and all improvements, adaptations, extensions, expansions, modifications, changes, revisions, additions, and derivative works of the subject matter described in clauses (a), (b) and (c) (collectively, “NUVIEW IP”) and nothing set forth herein or in any Accepted Order or NUVIEW or Third Party EULA is intended to grant to Customer any ownership interest in NUVIEW IP. Customer shall be the exclusive owner of all right, title and interest in and to the Customer Data.
   2. To the extent that Customer has or acquires any right, title, interest, or Intellectual Property Rights in or to the NUVIEW Proprietary Information or the NUVIEW IP, Customer hereby assigns, and agrees to assign, all such right, title, interest, and Intellectual Property Rights to NUVIEW. Customer will not contest or challenge NUVIEW’s Proprietary Rights in or NUVIEW’s ownership of the NUVIEW Proprietary Information or the NUVIEW IP, nor will Customer take any action that would infringe, misappropriate, or otherwise impair such rights or the acquisition of such rights.
   3. Customer Feedback or Input. NUVIEW may utilize for any purpose all ideas, suggestions, improvements, or the like (“Input”) that Customer provides to NUVIEW with respect to any of the NUVIEW Data, Products, Documentation, Services, the Platform, Platform Applications, all APIs relating to the foregoing, and Integration Services without any obligation to Customer. Any and all upgrades, updates, developments, modifications, changes, alterations, edits, conversions, improvements or the like made to the NUVIEW Data, Products, Documentation, Services, the Platform, Platform Applications, all APIs relating to the foregoing, and Integration Services based on the Input provided by Customer, whether or not used by NUVIEW, shall become the exclusive property of NUVIEW. Customer hereby irrevocably assigns, transfers, or otherwise conveys to NUVIEW, in perpetuity, all right, title, and interest in and to the Input, including, without limitation, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Input, for any purpose whatsoever. NUVIEW is not required to use any Input.
2. Compliance
   1. Compliance with Applicable Laws. Each party shall comply with all Applicable Laws. Customer shall not export, re-export, transfer, release, or otherwise dispose of, in whole or part, any Data, Product, Services, NUVIEW IP, or Third Party IP in violation of the U.S. Export Administration Regulations, U.S. Department of State’s International Traffic in Arms Regulations (“ITAR”), and/or other Applicable Laws. These Applicable Laws also include, without limitation, the U.S. Treasury Office of Foreign Assets Control (“OFAC”) restrictions on the access to or distribution of Products or Services to individuals or entities in designated sanctioned countries, “Specially Designated Nationals” or “Blocked Persons” “denied parties” as defined by OFAC, persons or entities listed on the U.S. Department of Commerce’s “Entities List”, persons or entities debarred by the U.S. Department of State under the ITAR, and entities restricted under the Department of Defense Non-SDN Chinese Military-Industrial Complex Companies List. A party’s failure to comply with any of the provisions of this Section 9 constitutes a material breach of the Agreement.
   2. Notifications. Customer shall immediately notify NUVIEW in writing if any U.S. Government entity or agency denies, suspends, or revokes Customer’s export privileges. Customer will notify NUVIEW in advance if any of the Services, including the Platform, is related or otherwise used in conjunction with any defense article, defense service, or technical data as defined under the ITAR Parts 120.31, 120.32 and 120.33, respectively. NUVIEW does not authorize and will not authorize Customer to access any Data, Products, Services, including, without limitation, the Platform, NUVIEW IP, or Third Party IP until the appropriate export license is issued to NUVIEW by the U.S. Government.
   3. Certification. From time to time but not less than annually, during the Term and for a period of two (2) years thereafter, upon NUVIEW’s request, Customer shall certify its compliance with Applicable Laws in a form satisfactory to NUVIEW.
3. Warranties and Disclaimers
   1. NUVIEW will correct or replace a Product it determines is defective because the Product does not substantially comply with the specifications for such Product. NUVIEW will use reasonable efforts consistent with prevailing industry standards to maintain the Services, including the Platform, in a manner which minimizes errors and interruptions in the Platform. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by NUVIEW or by third-party providers, or because of other causes beyond NUVIEW’s reasonable control, but NUVIEW will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
   2. EXCEPT AS PROVIDED IN SECTION 10.1 ABOVE, NUVIEW HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY CUSTOM OR TRADE USAGE), INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE PRODUCTS, SERVICES OR THIRD PARTY IP. NO OTHER ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY OF THE NUVIEW PARTIES WILL CREATE ANY WARRANTY. NO WARRANTIES WILL BE CREATED BY ANY OF THE NUVIEW PARTIES RENDERING TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THE PRODUCTS, SERVICES OR ANY THIRD PARTY IP. THE PRODUCTS, SERVICES AND ANY THIRD PARTY IP ARE PROVIDED AND DELIVERED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, USEFULNESS, INFRINGEMENT, OR PERFORMANCE IS WITH CUSTOMER; AND NUVIEW DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS, SERVICES OR ANY THIRD PARTY IP WILL OPERATE AT ALL TIMES, UNINTERRUPTED, OR ERROR-FREE. The parties acknowledge that the preceding disclaimers represent the bargained for allocations of risk, and that the consideration received by NUVIEW from Customer under this Agreement represents such allocations of risk.
   3. Restrictions. Notwithstanding any other provision of this Agreement to the contrary, Customer will not, directly or indirectly, permit, induce, assist, participate, or engage in Prohibited Activities relating to the Products, Services, NUVIEW IP, NUVIEW Proprietary Information, and Third Party IP; modify, translate, or create improvements, adaptations, extensions, expansions, modifications, changes, revisions, additions, and derivative works based of the Products, Services, NUVIEW IP, NUVIEW Proprietary Information, or Third Party IP (except to the extent expressly permitted by NUVIEW in writing); use the Platform, the Services, Products, NUVIEW IP, or Third Party IP for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
      1. Although NUVIEW has no obligation to monitor Customer’s use of the Products and Services, NUVIEW may do so during the Term and may suspend or prohibit any use of the Services it reasonably believes may be in violation of the Agreement, but only after providing Customer with ten (10) days advance written notice of the alleged violation.
4. Indemnification
   1. Indemnification by NUVIEW. NUVIEW shall indemnify, defend and hold harmless Customer against any claim, cost, expense, liability, damage, claim, or any litigation or settlement cost or expense (including, but not limited to, reasonable attorneys' fees and expenses), arising out of any third party claim (a “Third Party Claim”) brought against Customer related to or arising from (a) injury to or death of any person or damage to or loss or destruction of any property, resulting in any way from or arising out of any grossly negligent act or omission by NUVIEW or NUVIEW employees or contractors; and (b) NUVIEW’s failure to comply with Applicable Laws.
   2. Infringement Remedy. Except for the exceptions set forth in Section 11.3 below, if a Product or Services becomes or is likely to become the subject of a Third Party Claim, NUVIEW may, in its sole discretion: (a) procure for Customer the right to continue using the Product or Services pursuant to an end user license agreement or other arrangement; (b) replace or modify the Product or Services to eliminate any infringement or misappropriation while providing functionally equivalent performance; (c) obtain a license from the third party to continue using the property subject to the infringement claim; or (d) accept the return of the affected Product or Services in exchange for a refund of the amount that you actually paid to us for such Product or Services. In the event none of these alternatives is commercially practicable, NUVIEW shall have the right to terminate this Agreement and Customer’s rights hereunder. The obligations set forth in this Section 11.2 shall constitute NUVIEW’s entire liability and Customer’s sole and exclusive remedies for any actual or alleged Third Party Claims of infringement relating to a Product and Services.
   3. Exceptions. NUVIEW’s obligations in Sections 11.1 and 11.2 above do not apply with respect to (a) any Third Party Products, Third Party Data or Third Party IP provided by NUVIEW pursuant to the Agreement or (b) portions or components of the Products or Services (i) not supplied by NUVIEW, (ii) provided in whole or in part in accordance with Customer specifications, (iii) that are modified after NUVIEW’s delivery to Customer, (iv) combined by Customer with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Products or Services is not strictly in accordance with this Agreement.
   4. Indemnification by Customer. Customer shall indemnify, defend and hold harmless NUVIEW from and against any Third Party Claim brought against NUVIEW related to or arising from (a) injury to or death of any person or damage to or loss or destruction of any property, resulting in any way from or arising out of any grossly negligent act or omission by Customer or Customer Personnel; (b) Customer’s or Customer Personnel’s access to or use of the Products, Services, including, without limitation, the Platform, Third Party IP, or Customer Data in a manner that violates the Agreement or the Intellectual Property Rights of a third party; or (c) Customer’s failure to comply with Applicable Laws.
   5. Indemnification Procedures. The indemnified party under this Section 11 shall notify the indemnifying party promptly of any Third Party Claim for which the indemnifying party is responsible and shall reasonably cooperate with the indemnifying party to facilitate defense of any such claim. An indemnified party shall at all times have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at indemnified party’s own expense.
5. Term and Termination
   1. Term. For Products, the Term of this Agreement commences on the Effective Date and shall continue during the period the applicable NUVIEW EULA remains in effect. For Services, the term of this Agreement is deemed to have commenced on the Effective Date and will continue for the Term set forth in each applicable Order (the “Initial Term”), unless otherwise sooner terminated as provided herein. At the end of the Initial Term for Services, this Agreement will automatically renew for successive renewal terms of the same duration as the Initial Term (each, a “Renewal Term”) unless either party gives the other party written notice of non-renewal at least sixty (60) days prior to the expiration of the Initial Term or any Renewal Term, and unless otherwise sooner terminated as provided herein. The Initial Term and all Renewal Terms are collectively referred to as the “Term”.
   2. Termination for Cause. If a party materially breaches its obligations under the Agreement and, if the breach is curable, fails to cure such breach within thirty (30) days after receiving written notice of such breach from the other party, the non-breaching party may, in its sole discretion, suspend performance under or terminate the Agreement or an individual Accepted Order by providing written notice thereof to the other party.
   3. Termination or Suspension Due to Loss of License or Regulatory Action. NUVIEW’s obligations under the Agreement or an individual Accepted Order may also be terminated or suspended, in whole or in part, without liability or penalty by NUVIEW immediately upon written notice to Customer in the event NUVIEW’s approval, authorization, certification or license from a government authority necessary to operate its private remote sensing satellite system, ground stations and processing system or perform its obligations under the Agreement or such Accepted Order is terminated, suspended, limited or restricted or NUVIEW determines in its sole discretion that Customer actions or inactions in connection with the Agreement could result in the termination or suspension or imposition of limitations or restrictions with respect to any approval, authorization, certification or license issued to NUVIEW from a government authority.
   4. Consequences of Termination. Upon termination of this Agreement: (a) Customer’s right to access and use the Products and/or Services, including, without limitation, the Platform, under this Agreement will automatically terminate; (b) the termination or expiration of one Accepted Order shall not affect the Agreement with respect to another Accepted Order not terminated by the terminating party; and (c) Customer will promptly pay NUVIEW all Fees owed under this Agreement and every Accepted Order for Products and Services performed or provided through the effective date of termination of the Agreement. Upon the termination or expiration of an Accepted Order or the Agreement or upon the request of a party, the other party agrees to cease use of, to return to the other party or destroy the Confidential Information of the other party and, if requested, to provide a written certification to the other party of such deletion or destruction.
   5. Survival. The terms and conditions of the Agreement that would, by their nature, survive the expiration or termination of the Agreement, including, without limitation, the following Sections and subsections of these General Terms: 2.4 (Conflicts), 3.2 (NUVIEW End User License Agreement), 5 (Fees), 6 (Confidentiality), 8 (Intellectual Property), 9 (Compliance), 10.2 (Warranty Disclaimers), 11 (Indemnification), 12 (Term and Termination), 13 (Limitation of Liability) and 14 (General) shall survive the expiration or termination of the Agreement for any reason.
6. Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR TO ANY OTHER PERSON, FOR ANY LOST OPPORTUNITIES, LOST BUSINESS, LOST PROFITS, LOST SAVINGS, LOST OR CORRUPTED DATA, OR FOR SPECIAL, INCIDENTAL, INDIRECT CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, ANY ORDER, ANY PRODUCT, SERVICES, NUVIEW IP, OR ANY THIRD PARTY IP PERFORMED, PROVIDED, OR DELIVERED PURSUANT TO THIS AGREEMENT, REGARDLESS OF WHETHER EITHER PARTY OR ANY OTHER PERSON HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NUVIEW’S TOTAL LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE TOTAL PAYMENTS RECEIVED BY NUVIEW FROM CUSTOMER DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE ALLEGED ACT OR OMISSION GIVING RISE TO THE CLAIM OR CLAIMS ASSERTED BY CUSTOMER.

1. General
   1. Notices. Any notice required or permitted by the Agreement must be in writing and shall be deemed to have been given effective upon receipt if sent (a) by first class mail (postage prepaid), overnight carrier, or personal delivery, addressed to the party’s point of contact at the address set forth in the relevant Accepted Order; (b) by email sent to the party’s point of contact and email address set forth in the relevant Accepted Order with a delivery receipt requested; or (c) to such other address the party to be notified has designated upon reasonable notice.
   2. Independent Contractors. In connection with NUVIEW’s making available the Products, Services, or Third Party Products pursuant to the Agreement, each party is an independent contractor, is not an agent, employee, joint venturer or partner of the other, and is not authorized to act on behalf of the other.
   3. Election of Remedies. Except as expressly set forth in this Agreement, the election by either party of a certain remedy in accordance with the terms of this Agreement will not be deemed an exclusive election of remedies, and all other remedies provided by this Agreement or available at law or in equity will survive any termination of this Agreement.
   4. Further Assurances. Each party agrees that it will execute, acknowledge, and deliver all such further documents, and take such further action, as may be reasonably required to carry out and consummate the transactions contemplated by this Agreement.
   5. Entire Agreement; Amendments. These General Terms, Accepted Orders and EULA’s, and all exhibits and attachments thereto (all of which are incorporated herein by this reference) constitute the entire agreement between the parties and supersede any and all prior and contemporaneous agreements and understandings between the parties, written or oral, not incorporated herein with respect to the subject matter of the Agreement. From time to time, NUVIEW may unilaterally change or modify these General Terms and the EULA.
   6. Severability. In the event any provision of an Accepted Order or these General Terms is found to be legally unenforceable, such unenforceability shall not prevent enforcement of any other provision of the Accepted Order or these General Terms.
   7. Governing Law. This Agreement will be governed by the laws of the State of Florida and the applicable federal laws of the United States, without regards to the conflicts of law provisions of any jurisdiction, except that the parties expressly disclaim the application of any portion of the Uniform Computer Information Transactions Act, as enacted by the State of Florida, from this Agreement and any Accepted Order.
   8. Alternative Dispute Resolution. The parties shall negotiate in good faith to attempt to resolve any dispute arising from or relating to this Agreement (a “Dispute”). If any such Dispute is not successfully resolved within thirty (30) calendar days, either party may initiate arbitration pursuant to this Section 14.8 by sending written notice to the other party describing the Dispute and requesting that the Dispute be arbitrated. Such Dispute shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the party’s written arbitration demand (“AAA”). The arbitration shall take place in Orlando, Florida, U.S.A. or in another location mutually agreed in writing by the parties; provided, however, that nothing herein shall preclude the parties from seeking injunctive and other equitable relief as set forth in Section 14.10. Any arbitration hereunder shall be conducted by a single AAA arbitrator with experience and expertise specific to the Products and/or Services or issue from which the Dispute arose. If an AAA arbitrator with specific experience is not available, the arbitrator must have general, relevant experience to the issue from which the Dispute arose. Within fifteen (15) calendar days of such written arbitration demand, the parties shall use their best efforts to choose a mutually agreeable arbitrator. If the parties cannot agree on an arbitrator, the arbitrator shall promptly be selected by AAA. Any award by an AAA arbitrator shall be in writing and include the reasons for the award. Judgment on the AAA arbitrator’s award may be entered in any court having jurisdiction thereof.
   9. Assignment. Customer shall not assign or transfer, or subcontract or delegate, any of its rights or obligations pursuant to the Agreement without providing NUVIEW with thirty (30) days’ prior written notice of such assignment, transfer or delegation and provided that the transferee, assignee or subcontractor agrees in writing to comply with, and be bound by, all of the terms and conditions of the Agreement. Any attempted assignment, transfer or delegation without such prior written notice shall be null and void.
   10. Specific Performance; Injunctive Relief. Each party recognizes that the other party would suffer irreparable harm if such party breached its obligations under the Agreement and that monetary damages might not be adequate to compensate the other party for any breach hereof. In the event of a breach or attempted breach of any of the provisions herein, the non-breaching party, in addition to its other remedies, shall be entitled to specific performance and/or injunctive relief in order to enforce performance or prevent any violation of the provisions of the Agreement.
   11. Waiver. Waiver by any party of strict performance of any provision of the Agreement must be in writing and signed by the party adversely affected thereby.
   12. Force Majeure. Excluding Customer’s payment obligations to NUVIEW, if a party is hindered, delayed or prevented from performing its obligations under the Agreement, such party’s non-performance of the affected obligations will be excused to the extent caused by events beyond such party’s reasonable control and for so long as such circumstances apply. Events beyond a party’s reasonable control include, without limitation, casualties, natural disasters, public health emergencies, epidemics or pandemics, Acts of God, civil disturbance or riots, labor disputes, strikes, or shortages, declared or undeclared wars or hostilities, terrorist attacks, disturbances in space or weather impacting the NUVIEW or third party satellites’ remote sensing, data collection and/or imaging capabilities, partial or total failure of the NUVIEW satellites, ground system or imagery processing systems, partial or total failure of a national or international Internet network, orders, actions or restrictions imposed by any governmental authority, or any of the foregoing events hindering, delaying or preventing a party’s material suppliers and/or vendors from fulfilling their obligations to such party. A party claiming such an event is hindering, delaying or preventing the performance of its obligations under the Agreement shall promptly notify the other party in writing (hardcopy or by email) and by telephone describing the circumstances beyond its reasonable control causing such non-performance of its obligations under this Agreement.
   13. No Third-Party Beneficiaries. Nothing in this Agreement is intended, nor will be deemed, to confer any rights or remedies upon any person other than the Customer and the NUVIEW Parties.
   14. Publicity. Customer agrees that upon execution of this Agreement, NUVIEW may identify Customer as a customer or client in its marketing materials and summarize the Products and/or Services provided or to be provided under this Agreement and each Accepted Order.
   15. Controlling Language. The English language version of the Agreement shall be the controlling language and binding on the parties in all respects.
   16. Counterparts. The Agreement and any Order or Accepted Order may be executed by a party’s original signature or electronic signature on such document in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute one and the same instrument.

[END]

EXHIBIT A

Definitions

“Accepted Order” has the meaning given to such term in the preamble paragraph of these General Terms.

“Affiliate” means, with respect to a person, any other person directly or indirectly controlling, controlled by, or under common control with such person.

“Agreement” has the meaning given to such term in the preamble paragraph to these General Terms.

“Applicable Laws” means anti-bribery legislation enacted in the United States, including the Foreign Corrupt Practices Act, commercial bribery, domestic bribery, illegal gratuities, mail and wire fraud, and anti-kickback laws, as well as other laws and regulations including, without limitation, the U.S. Treasury Office of Foreign Assets Control (“OFAC”) anti-money laundering, anti-terrorism, economic sanctions, U.S. Department of Commerce Export Administration Regulations, U.S. Department of State International Traffic in Arms Regulations, U.S. Department of Defense Non-SDN Chinese Military-Industrial Complex Companies List, export laws, and other relevant laws, regulations, rules orders and decrees applicable to Customer’s and NUVIEW’s conduct of their businesses. It also includes laws, regulations, rules, orders and decrees related to permits, licenses, and other authorizations necessary for the Customer and NUVIEW to exercise their rights and perform their obligations under the Agreement, including, without limitation, U.S. Federal Communication Commission satellite and ground station authorizations, U.S. Department of Commerce, NOAA private remote sensing system license, etc. Applicable Laws includes any amendments or modifications to such laws, regulations, rules, orders and decrees or permits, licenses or other authorizations enacted or issued from time to time after the date of an Accepted Order.

“API” means application programming interface used in connection with Products and/or Services.

“Confidential Information” means all non-public, confidential, or proprietary information disclosed or made available to the Receiving Party (as defined below) or its Representatives or Affiliates at any time during or prior to the Term of the Agreement by the Disclosing Party (as defined below) or its Representatives or Affiliates that the Disclosing Party (or its Representatives or Affiliates) either: (a) clearly and conspicuously marks as “confidential”, “proprietary”, or “trade secret”, or (b) if disclosed orally, then clearly and conspicuously confirmed to be confidential in writing by the Disclosing Party (or its Representatives or Affiliates) within thirty (30) days after the disclosure. Regardless of whether it is specifically marked or confirmed as “confidential”, “proprietary”, or “trade secret”: NUVIEW’s Confidential Information also expressly includes the NUVIEW Proprietary Information (as defined below), and Customer’s Confidential Information also expressly includes the Customer Data (as defined below). For purposes of this Agreement, a party will be a “Receiving Party” when receiving, learning, acquiring, or holding the Confidential Information of the other party, and will be a “Disclosing Party” when its Confidential Information is disclosed to or received, learned, acquired, or held by the other party.

Exclusions. Confidential Information does not include information which: (a) is, or hereafter becomes, generally known or available to the public or within either party’s industry through no act or failure to act on the part of the Receiving Party (or its Representatives or Affiliates) and not as a result of unlawful acts, misappropriation, or breach of non-disclosure obligations by any person; (b) was acquired by the Receiving Party (or its Representatives or Affiliates) before receiving such information from the Disclosing Party (or its Representatives or Affiliates) and without restriction as to use or disclosure; (c) is hereafter rightfully provided to the Receiving Party (or its Representatives or Affiliates), without restriction as to use or disclosure, by a third party that is not and was not legally or contractually restricted from disclosing such information; or (d) is information which the Receiving Party can document was independently developed by the Receiving Party (or its Representatives or Affiliates) without use of the Disclosing Party’s Confidential Information.

“Customer Data” means non-public, confidential, or proprietary data or third party data that Customer uploads, processes, stores, or transmits to or through the Platform. Customer Data does not include Anonymized Data (as defined below).

“Customer Internal Use” means use of the Platform and Documentation solely for Customer’s internal business purposes, subject to the Agreement.

“Customer Personnel” means a Customer’s (a) employees and contractors who are part of the Customer’s workforce and/or (b) subcontractors of the Customer, provided the personnel described in subsections (a) and (b) have (x) obligations of confidentiality to the Customer, and (y) a need to access and/or use the Products, Services, including, without limitation, the Platform solely for Customer’s Internal Use, but excluding Affiliates of the Customer.

“Customer User” (collectively, “Customer Users”) means the number of Customer Personnel specified in an Accepted Order, determined by Customer, and expressly authorized by NUVIEW, who may access and use the Services, including, without limitation, the Platform, pursuant to this Agreement and who or which is under a written obligation to Customer to maintain the confidentiality of the Products, Services and Documentation in accordance with the Agreement.

“Data” means the raw unprocessed source satellite LiDAR data, satellite imagery data, and other data, and information used to create Products.

“Documentation” means the written or electronic versions of documents NUVIEW makes available to Customer Personnel with information about Products and Services.

“Platform” means NUVIEW’s integrated geospatial AIOps platform-as-a-service solution which (i) hosts, manages, and operates the platform, (ii) collects, processes, and stores data transmitted to or through the platform by Customers (or its Representatives), Customer Users, and others, and (iii) provides other related services for access and use of the platform by Customer, its Representatives, and Customer Users, including without limitation the Platform Applications.

“Platform Applications” (each, an “Platform Application”) means the applications provided by NUVIEW that are integrated into the Platform.

“Platform Capacity Tier” means a tier of a Platform subscription with defined processing, memory, storage, bandwidth, and other capacities.

“Platform Compute Allowance” means the allowance, quota, or limit for computing resources (such as CPU processing, memory, storage, bandwidth, and other resources) for the applicable Platform Applications, as described in the applicable Accepted Order.

“Effective Date” has the meaning given to such term in the preamble paragraph of these General Terms.

“Initial Term” has the meaning given to such term in Section 12.1 of these General Terms.

“Input” has the meaning given to such term in Section 8.2 of the General Terms.

“Integration Services” means integration, research, and/or development services related to features or functionality of Products and Services, including, without limitation, the Platform, as specified in a Customer’s Accepted Order.

“Intellectual Property” or “IP” means, collectively, (i) all inventions or discoveries (whether patentable or unpatentable and whether or not reduced to practice), all enhancements or improvements thereto and derivative works thereof, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, divisions, revisions, extensions, and reexaminations thereof; (ii) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith (collectively, “Trademarks”); (iii) all works of authorship, and all derivative works thereof, that may be the subject of copyright protection, all worldwide copyrights, and all applications, registrations, and renewals in connection therewith; (iv) all computer and software programs, applications, and code, including source code and object code, scripts, animation sequences, programming code, applets, formats or page descriptions, or other scripts or markup language; computer interfaces or interface mechanisms; software and systems architecture and design, including all documentation, related listings, design specifications, and flowcharts; algorithms; models, including data models and predictive models; and (v) all trade secrets and confidential information (including ideas, research and development, know-how, formulas, methods, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, mailing lists, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals that are not generally known to others).

“Intellectual Property Rights” means all worldwide copyrights, trademark rights, patent rights, trade secret rights, moral rights, publicity rights, and all other intellectual property rights, and all rights, causes of action, or rights of enforcement relating to any Intellectual Property.

“LiDAR” means light detection and ranging.

“NUVIEW EULA” means the EULA applicable to the license of Products.

“NUVIEW IP” has the meaning set forth in Section 8.1 of the General Terms.

“NUVIEW Parties” means NUVIEW, its Affiliates, and the Representatives of NUVIEW or its Affiliates.

“NUVIEW Proprietary Information” means the NUVIEW IP and all non-public, confidential, or proprietary information relating to, comprising, or incorporated within the Products and Services, all of which are the Confidential Information exclusively of the NUVIEW Parties.

“Platform” means NUVIEW’s integrated geospatial AIOps platform-as-a-service solution which (i) hosts, manages, and operates the platform, (ii) collects, processes, and stores data transmitted to or through the platform by Customers and Customer Users, and (iii) provides other related services for access and use of the platform by Customer and Customer Users, including without limitation the Platform Applications.

“Platform Applications” (each, a “Platform Application”) means the applications provided by NUVIEW that are integrated into the Platform.

“Platform Capacity Tier” means a tier of a Platform subscription with defined processing, memory, storage, bandwidth, and other capacities.

“Platform Compute Allowance” means the allowance, quota, or limit for computing resources (such as CPU processing, memory, storage, bandwidth, and other resources) for the applicable Platform Applications, as described in the applicable Accepted Order.

“Person” or “person” means any individual, corporation, limited liability company, partnership, limited liability partnership, association, joint-stock company, trust, unincorporated organization, joint venture, court or government or political subdivision or agency thereof, any other business entity or legal entity, and any legal person.

“Pre-Existing IP” has the meaning given to such term in Section 8.1 of the General Terms.

“Primary Customer Admin” means the Customer User designated by Customer as the Customer point of contact who is primarily responsible for administering Customer’s account with respect to accessing and using the Products and/or Services, including, without limitation, Platform, and this responsibility includes adding, managing, and removing other authorized Customer Users to/from Customer’s account with respect to accessing and using the Products and/or Services.

“Products” means the Data processed into products by NUVIEW and licensed by NUVIEW to Customer pursuant to a NUVIEW EULA.

“Prohibited Activities” means any one or combination of the following:

• Sharing login credentials with unauthorized users of Products or Services
• Using Services, including, without limitation, the Platform, for illegal activities like fraud or malware distribution
• Attempting to modify, Reverse Engineering, or decompiling the Services, including, without limitation, the Platform
• Distributing or reselling Products or Services, including, without limitation, the Platform, without NUVIEW prior authorization
• Using the NUVIEW Services, including, without limitation, Platform, in a manner that NUVIEW determines, in its sole discretion, could harm NUVIEW’s infrastructure or systems.

“Renewal Term” has the meaning given to such term in Section 12.1 of these General Terms.

“Representatives” means, with respect to a person, the employees, officers, directors, managers, attorneys, financial advisors, consultants, and contractors of such person or of such person’s Affiliates.

“Restricted Data” has the meaning given to such term in Section 3.5.1 of these General Terms.

“Reverse Engineering” means, with respect to any Intellectual Property or Confidential Information, to reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, object code, techniques, processes, algorithms, underlying structure, configuration, ideas, trade secrets, know-how, or other information from such Confidential Information or from the operational, executable, compiled, or binary code portions of such Intellectual Property.

“Order” has the meaning given to such term in the preamble to these General Terms.

“Services” means all services, materials, data, Documentation, and products provided, performed, licensed, delivered, or made available by the NUVIEW Parties pursuant to this Agreement, including without limitation, the Platform, and the Integration Services.

“Taxes” has the meaning given to such term in Section 5.3 of these General Terms.

“Term” has the meaning given to such term in Section 12.1 of these General Terms.

“Third Party Claim” has the meaning given to such term in Section 11.1 of these General Terms.

“Third Party Data” means certain imagery, content, data, and information owned or provided by third parties NUVIEW makes available to a Customer through or in connection with its access and use of the Services.

“Third Party IP” means any Intellectual Property owned by a third party, including without limitation Third Party Products.

“Third Party EULA” means the EULA applicable to the license of Third Party Data.

“Third Party Products” means the Data processed into products by a third party and licensed by a third party to an end user pursuant to a Third Party EULA separately in an Accepted Order or through or in in connection with access and use of the Services.