FOR INFORMATIONAL PURPOSES ONLY — NOT A CONTRACT OR OFFER. Binding terms apply only in a mutually executed agreement.

Recitals

  1. Dataplor is a global location intelligence provider offering point-of-interest (POI) datasets, mobility datasets, and related SaaS tools and services.
  2. Customer desires to obtain certain data and/or SaaS services from Dataplor to support its internal analytics, planning, and related business use cases.
  3. The parties wish to establish a single primary agreement to govern all current and future Dataplor services Customer may order, so that subsequent purchases can be made quickly via streamlined Order Forms, without renegotiating core legal terms.
  4. Nothing in this Agreement shall establish a service order or payment terms for such an order, which shall be established in any future Order Form, as defined below, entered into by and between the Parties.

NOW, THEREFORE, the parties agree as follows:

1. Definitions

In addition to terms defined elsewhere in this Agreement, the following capitalized terms have the meanings set forth below:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the power to direct or cause the direction of management and policies, whether through ownership of voting securities, by contract, or otherwise.

“Confidential Information”means all non-public information of a party (“Disclosing Party”) that is (a) identified or marked as confidential or proprietary, or (b) should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure, whether disclosed orally or in writing.

“Customer Data”means data or information that Customer uploads or inputs into the Platform or otherwise provides to Dataplor (excluding Records and Dataplor datasets).

“Dataset(s)”means any combination of Records provided or made accessible by Dataplor as a particular data product (e.g., POI dataset, mobility dataset, or blended dataset).

“Deliverables” means any work product, dataset configuration, report, or other materials delivered by Dataplor under an Order Form, excluding the underlying Records and Dataplor IP.

“Documentation”means user guides, technical manuals, data dictionaries, and other materials provided by Dataplor regarding the Services.

“Order Form” means a mutually executed document (including DocuSign or similar e-signature, or a mutually agreed order sent via Customer’s procurement system and accepted in writing by Dataplor) that references this Agreement and sets out the commercial terms for particular Services.

“Perpetual Rights” means the limited right, if expressly granted in an Order Form, for Customer to retain specified Records beyond the applicable Subscription Term, subject to all use restrictions in this Agreement.

“Personal Data”means any information relating to an identified or identifiable natural person as defined under applicable data protection laws.

“Platform”means Dataplor’s hosted SaaS platform(s) that provide visualization, analysis, and/or access to Dataplor datasets.

“Product”means a Dataplor-branded offering described in an Order Form, which may include Datasets, Data Services, Platform Services, and/or Professional Services.

“Professional Services”means configuration, integration, custom analyses, or other non-recurring services provided by Dataplor under an Order Form.

“Records”means the individual data elements, attributes, and observations (e.g., POIs, polygons, mobility metrics, categorizations) that Dataplor provides as part of a Dataset.

“Services” collectively means (a) access to the Platform (“Platform Services”), (b) delivery of Datasets and Records (“Data Services”), and (c) any related Professional Services, in each case as described in an Order Form.

“Subscription Term”means the period during which Customer is entitled to access and use the applicable Services under an Order Form.

2. Structure; Scope of Services

2.1. Master Terms.This Agreement sets out the core legal and commercial framework for all Services Dataplor may provide to Customer. The parties intend that all current and future purchases be made under Order Forms that incorporate this Agreement by reference, so that Customer does not need to renegotiate core terms for each new Product or expansion.

2.2. Types of Services. Under this Agreement, Customer may purchase:

  • Data Services– one-time or recurring delivery of Datasets and Records (e.g., bulk country files, refreshes, feeds);
  • Platform Services– SaaS-based access to Dataplor’s Platform; and
  • Professional Services– implementation, custom modeling, consulting, or other services described in an Order Form.

2.3. Order Forms. Each Order Form will, at a minimum, specify: (a) the Product(s) and type of Services (Data Services, Platform Services, Professional Services), (b) geography and scope, (c) Subscription Term, (d) fees and payment terms, and (e) any Product-specific terms. If an Order Form omits a term that is covered by this Agreement, this Agreement controls.

2.4.Affiliates.

  • Use by Customer Affiliates.Unless an Order Form states otherwise, Customer’s Affiliates may use the Services under that Order Form solely for the internal business purposes of Customer and such Affiliates, provided that Customer remains responsible for all acts and omissions of its Affiliates.
  • Provision by Dataplor Affiliates. Dataplor may perform Services through its Affiliates or subcontractors, but remains responsible for their performance.

2.5 Additional Orders and Expansion.

  • Once this Agreement is in place, the parties may add new Products, geographies, or Service types by executing additional Order Forms, without further negotiation of this Agreement.
  • The parties agree to use streamlined Order Forms that address only commercial and product-specific terms, and do not restate or alter the core legal terms in this Agreement except where the Order Form expressly states it overrides a specified provision.

2.6 Evaluation Use. Dataplor may, in its discretion, provide evaluation access or sample Datasets under an Order Form or evaluation letter. Unless otherwise stated:

  • Evaluation access is limited to non-production, internal testing and assessment only;
  • No right to retain Records survives the evaluation period; and
  • Customer must delete all evaluation Records at the end of the evaluation period and certify deletion upon request.

2.7 Support. Unless otherwise specified in an Order Form, Dataplor shall provide support and SLAs in accord with any standard SLA exhibit incorporated into this Agreement..

3. Fees and Payment

3.1. Fees. Customer shall pay the fees set forth in each Order Form. Unless the Order Form states otherwise:

  • Fees for Data Services and one-time Deliverables are invoiced on execution of the Order Form;
  • Recurring subscription fees for Platform Services and recurring Data Services are invoiced annually in advance; and
  • All fees are non-refundable.

3.2. Payment Terms. Unless otherwise specified in the Order Form, invoices are due thirty (30) days from the invoice date.

3.3.Taxes. Fees are exclusive of taxes. Each party is responsible for its own income and franchise taxes. If Customer is required to withhold taxes from payments to Dataplor, Customer shall (a) pay the amounts required by law to the appropriate tax authority, and (b) pay Dataplor such additional amounts as necessary so that Dataplor receives the full amount it would have received absent withholding.

3.4. Late Payment; Suspension. If any undisputed amount is not received by the due date, Dataplor may:

  • Charge interest on the overdue amount at 1.5% per month (or the maximum rate allowed by law, if lower); and
  • Upon ten (10) days’ written notice, suspend Customer’s access to the Services until all overdue amounts are paid.

Suspension does not relieve Customer of its obligation to pay all fees for the full Subscription Term.

3.5. No Set-Off. Customer may not set off, withhold, or reduce any amounts due under this Agreement based on any claim against Dataplor, except to the limited extent required by law.

4. Licenses; Intellectual Property

4.1.Platform License. Subject to Customer’s payment of applicable fees and compliance with this Agreement, Dataplor grants Customer a non-exclusive, non-transferable, non-sublicensable license during the applicable Subscription Term to access and use the Platform solely for Customer’s and its Affiliates’ internal business purposes.

4.2. Dataset and Records License.Subject to the same conditions, Dataplor grants Customer a non-exclusive, non-transferable, non-sublicensable license during the applicable Subscription Term to use the Datasets and Records solely:

  • For Customer’s and its Affiliates’ internal business purposes; and
  • Within the geography, Product scope, and Subscription Term specified in the applicable Order Form.

If an Order Form grants Perpetual Rights for specific Datasets, Customer may retain those Datasets after expiration of the Subscription Term solely for internal use and subject to all use restrictions in this Agreement.

4.3. Derived Outputs. Unless otherwise set forth in an Order Form, Customer may only create internal models, analyses, reports, and other outputs that are derived from or incorporate insights from the Records (“Derived Outputs”) if:

  • Derived Outputs do not enable reconstruction of substantial portions of the Records;
  • Derived Outputs are not marketed, sold, or licensed as data products or data services; and
  • Derived Outputs are used only for Customer’s and its Affiliates’ internal business purposes.

4.4. Restrictions. Unless otherwise set forth in an Order Form, Customer shall not, and shall not permit any third party to:

Sell, resell, distribute, license, sublicense, rent, lease, or otherwise make the Services, Platform, Datasets, or Records available to any third party; use the Services, Datasets, or Records to provide data-as-a-service, location intelligence services, or any other offering that competes with Dataplor; publish or expose Records in a way that allows third parties to query, access, or extract them (including via APIs, public dashboards, or publicly accessible tools); use Records to train, fine-tune, validate, benchmark, or otherwise enhance any machine learning or AI model (including LLMs and foundation models); upload or contribute Records into any open-source dataset, public corpus, data cooperative, or similar broadly shared repository; share, commingle, or make Records available through a data clean room, multi-party computation environment, or similar mechanism; reverse engineer, decompile, or disassemble the Platform or any proprietary schema, methodology, or algorithm used by Dataplor (except to the limited extent prohibited by law); remove or obscure any proprietary notices or watermarks in the Services or Records; or circumvent or attempt to circumvent any technical controls or rate limits in the Platform.

4.5 Ownership. As between the parties:

  • Dataplor retains all right, title, and interest in and to the Services, Platform, Datasets, Records, Documentation, and any improvements or modifications thereto, including all intellectual property rights.
  • Customer retains all right, title, and interest in and to Customer Data and Customer’s pre-existing intellectual property.
  • Except for the limited licenses expressly granted in this Agreement, neither party grants the other any rights or licenses, whether by implication, estoppel, or otherwise.

4.6 Feedback. Customer may provide Dataplor with feedback or suggestions regarding the Services. Dataplor may freely use such feedback without restriction or obligation to Customer.

5. Data Privacy and Security

5.1. Compliance. Each party will comply with applicable data protection and privacy laws in performing this Agreement.

5.2. Personal Data. Dataplor does not intentionally provide Personal Data in its standard Datasets. Should the Parties ever agree in a subsequent Order Form that Dataplor will process Personal Data on behalf of Customer in connection with the Services, and such processing shall be subject to a data processing addendum substantially in the form attached as Exhibit A or as otherwise agreed in writing.

5.3. Security Measures. Dataplor will implement and maintain commercially reasonable technical and organizational measures designed to protect the security, confidentiality, and integrity of the Services and any Customer Data processed by Dataplor. Additional security requirements, if any, may be set out in an Order Form.

5.4. Customer Responsibilities. Customer is responsible for:

  • Securing its own systems and user access to the Services;
  • Maintaining the confidentiality of its access credentials; and
  • Promptly notifying Dataplor of any known or suspected unauthorized access or misuse of the Services or Records.

6. Confidentiality

6.1.Obligations.Each party (as receiving party) will:

  • Use the Disclosing Party’s Confidential Information solely as necessary to perform or receive the Services;
  • Not disclose Confidential Information to any third party except as permitted in this Agreement; and
  • Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance (and in no event less than reasonable care).

6.2. Permitted Disclosures.The receiving party may disclose Confidential Information to its employees, contractors, and professional advisers who (a) have a need to know, and (b) are bound by confidentiality obligations no less protective than those herein. The receiving party remains responsible for their compliance.

6.3. Exceptions.Confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) was already known without restriction before disclosure; (b) is or becomes publicly available through no fault of the receiving party; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed without use of Confidential Information.

6.4. Compelled Disclosure. If the receiving party is legally required to disclose Confidential Information, it will (where legally permitted) give prompt written notice to the Disclosing Party and cooperate reasonably in any effort to limit or challenge the disclosure.

6.5. Return or Destruction. Upon termination of this Agreement or upon written request, each party will promptly return or destroy the other party’s Confidential Information (excluding data retained for back-up or legal compliance purposes, subject to ongoing confidentiality).

7. Term and Termination

7.1.Term of Agreement.This Agreement begins on the Effective Date and continues until terminated under this Section 7.

7.2.Order Form Terms. Each Order Form has its own Subscription Term. Termination of this Agreement will not, by itself, terminate any active Order Form; the Agreement will remain in effect solely to govern such Order Forms until they expire or are terminated in accordance with their terms.

7.3.Termination for Convenience. Either party may terminate this Agreement (but not any active Order Form) for convenience upon ninety (90) days’ written notice, provided that such termination has no effect on any Order Form then in effect, and all such Order Forms will continue until their respective Subscription Terms end.

7.4.Termination for Cause. Either party may terminate this Agreement or any Order Form immediately upon written notice if the other party:

  • Materially breaches this Agreement or the applicable Order Form and fails to cure within thirty (30) days of written notice describing the breach; or
  • Becomes insolvent, makes an assignment for the benefit of creditors, or is subject to a bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

7.5. Effect of Termination or Expiration. Upon expiration or termination of an Order Form:

  • Customer’s rights to use the applicable Services, Datasets, and Records terminate, except where Perpetual Rights are expressly granted;
  • Customer must cease all use of the applicable Services and Records, and destroy all copies of the relevant Records and any non-permitted Derived Outputs, unless Perpetual Rights apply;
  • Customer will pay all fees accrued or committed through the effective date of termination (including all remaining fees for committed Subscription Terms, except where the termination is due to Dataplor’s uncured material breach).

7.6. Survival. Sections 1, 3 (with respect to accrued rights), 4–6, 8–12, and any other provisions that by their nature should survive, will survive any termination or expiration of this Agreement.

8. Warranties; Disclaimers

8.1. Authority. Each party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations.

8.2. Service Warranty. Dataplor warrants that it will provide the Services in a professional and workmanlike manner, consistent with generally accepted industry standards.

8.3. Data Characteristics; Disclaimers. Customer acknowledges that the Records and Datasets are assembled from multiple third-party and proprietary sources and may contain inaccuracies, gaps, or approximations; Dataplor does not guarantee that the Records or Datasets are error-free, exhaustive, or suitable for any particular decision or use case.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, PLATFORM, DATASETS, RECORDS, AND DOCUMENTATION ARE PROVIDED “AS IS” AND Dataplor DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9. Indemnification

9.1. Dataplor IP Indemnity. Dataplor will defend Customer against any third-party claim alleging that the Services (as provided by Dataplor and used by Customer in accordance with this Agreement) directly infringe such third party’s U.S. copyrights, and will pay any damages finally awarded (or settlement amounts approved by Dataplor) arising out of such claim, provided Customer: (a) promptly notifies Dataplor in writing, (b) gives Dataplor sole control of the defense and settlement, and (c) provides reasonable cooperation.

Dataplor will have no obligation for claims arising from: (i) Customer’s modification of the Services or Records, (ii) combination of the Services or Records with products or data not provided by Dataplor, (iii) use of the Services or Records in violation of this Agreement, or (iv) use after Dataplor has provided a non-infringing alternative.

9.2. Customer Indemnity. Customer will defend Dataplor and its Affiliates against any third-party claim arising out of or relating to:

  • Customer’s or its Affiliates’ use of the Services, Datasets, or Records in violation of this Agreement or applicable law;
  • Customer’s or its Affiliates’ redistribution, exposure, or unauthorized sharing of Records or Derived Outputs;
  • Customer’s combination of the Records with third-party data or systems; or
  • Any Customer Data, including any claim that Customer Data infringes or misappropriates any third-party rights;
  • and will pay any damages finally awarded (or settlement amounts approved by Customer) arising out of such claim.

9.3 Remedies. For any IP claim, Dataplor may, at its option and expense: (a) procure for Customer the right to continue using the Services; (b) replace or modify the Services so that they become non-infringing; or (c) if neither is commercially reasonable, terminate the affected Order Form and refund any prepaid, unused fees for the remaining Subscription Term. This Section 9 sets forth Dataplor’s entire liability and Customer’s exclusive remedies for IP infringement claims.

10. Limitation of Liability

10.1. Exclusion of Certain Damages.TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. Cap on Liability. EXCEPT FOR (a) CUSTOMER’S PAYMENT OBLIGATIONS, (b) CUSTOMER’S BREACH OF SECTION 4 (LICENSES; INTELLECTUAL PROPERTY) OR 6 (CONFIDENTIALITY), AND (c) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY

CUSTOMER TO Dataplor UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3. MultipleClaims. Multiple claims will not expand the foregoing cap.

11. Audit; Compliance

11.1. Use Audit. Customer shall maintain records sufficient to allow Dataplor, upon at least ten (10) days’ prior written notice, to respond to regulatory or third-party audits of Dataplor’s relationship with Customer and/or to verify Customer’s compliance with the license scope and use restrictions in Section 4.

12. Governing Law; Dispute Resolution

12.1. Governing Law. This Agreement is governed by the laws of the State of Delaware, without reference to conflicts of law principles.

12.2. Dispute Resolution; Venue. The parties will first attempt in good faith to resolve any dispute through discussions between business and legal contacts. If a dispute cannot be resolved within thirty (30) days, either party may bring an action in the state or federal courts located in Delaware, and the parties irrevocably submit to the exclusive jurisdiction and venue of such courts.

12.3. Injunctive Relief. Nothing in this Section limits either party’s right to seek equitable or injunctive relief (including to prevent unauthorized use or disclosure of Records or Confidential Information) in any court of competent jurisdiction.

13. General Provisions

13.1. Assignment. Customer may not assign or transfer this Agreement (by operation of law or otherwise) without Dataplor’s prior written consent, which will not be unreasonably withheld. Dataplor may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

13.2. Notices. All notices must be in writing and sent to the addresses set forth in the applicable Order Form (or as updated by written notice), and will be deemed given upon (a) personal delivery, (b) confirmed email (with a copy by another method), or (c) three (3) days after mailing by certified mail, return receipt requested.

13.3. Force Majeure. Neither party is liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, terrorism, war, labor disputes, governmental actions, or widespread Internet failures.

13.4. Relationship of the Parties. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship.

13.5. EntireAgreement.This Agreement, together with all Order Forms and Exhibits, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations.

13.6. Amendments. Any amendment to this Agreement must be in writing and signed by both parties.

13.7. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

13.8. NoWaiver. Failure to enforce any provision will not constitute a waiver of that provision or any other.

13.9. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including via electronic signature, each of which is deemed an original and together constitute one instrument.

This page summarizes typical terms Dataplor may use in customer agreements. Specific terms may vary.