00. Permitted uses for Spatial's Geosocial dataset

Use, execute, store, perform and display the Licensed Data on Esri products
Permitted Uses does not cover sharing the Licensed Data in raw form with third parties
Permitted Uses does not cover reselling the Licensed Data
For avoidance of doubt, Licensee may not sub-license Licensed Data and may not disclose or share all or any part of raw Licensed Data to any third parties without prior express written approval from Spatial Labs
For avoidance of doubt, Licensee may not use the data outside of the Esri platform

1. SCOPE AND KEY TERMS. This Data License Agreement (this “License”) is between Spatial and the Customer with respect to the use of the Licensed dataset.

1.1 “Authorized User” means Customer’s employees or authorized contractors (a) whose duties require access to or use of the Licensed Product or Confidential Information for the benefit of that party; and (b) whose legal obligations to protect confidential and proprietary information require protection of the Licensed Product and Confidential Information to at least the same extent as set out in this License. For clarity, Customer shall not appoint a third party as an Authorized User.

1.2 “Customer” means the entity identified in Exhibit A.

1.3 “Licensed Product” means: (a) the data, analytics, visualizations and other files comprising Spatial’s products; (b) if needed, all related user documentation, in written, electronic or other format, which describes the Licensed Product and its use (“Documentation”); and (d) all updates, upgrades, fixes, and other modifications to the foregoing items provided by Spatial.

2. LICENSE.

2.1 Limited Rights. Subject to Customer’s compliance with the terms and conditions of this License and the License Terms and Conditions to which this License is attached, Spatial grants Customer a nonexclusive, non-transferable, terminable, limited, non-sub-licensable license to use and analyze the Licensed Product.

2.2 Conditions. The Licensed Product is the proprietary information of Spatial who retain exclusive title to their intellectual property rights in the Licensed Product. Customer’s rights to the Licensed Product are limited to those expressly granted and Spatial reserves all rights not expressly granted in this License. The rights granted to Customer above are conditional upon Customer’s compliance with the following obligations: (a) Customer will not disassemble, decompile, reverse engineer, modify or create derivative works of Licensed Products or Documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law; (b) Customer will not allow access or use of the Licensed Product by, and will not display the Licensed Product’s to, anyone other than the Authorized Users, without Spatial’s prior express written consent; (c) Customer will not disclose to any third party any comparison of the results of operation of Spatial’s products with other products

3. CONFIDENTIALITY.

3.1 Confidential Information. “Confidential Information” means: (a) each party’s data or analytics products (including the Licensed Product), in any form; (b) any results of the use of Licensed Product; and (c) any business, technical or training information of a party that, if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure, or, if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the other party within thirty (30) days of such disclosure.

3.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally known or available to the public through no act or omission of the party receiving Confidential Information (“Receiving Party”); (b) is rightfully known by the Receiving Party prior to receiving such information from the other party (“Disclosing Party”) and without restriction as to use or disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information and without breach of this License; or (d) is rightfully received by the Receiving Party from a third party without restriction on use or disclosure. The existence of this License and the nature of the business relationship between the parties are not considered Confidential Information.

3.3 Use and Disclosure Restrictions. Receiving Party will not use the Disclosing Party’s Confidential Information except as necessary to exercise the rights granted under this License or to evaluate opportunities to license additional Licensed Product from Spatial pursuant to the applicable License, and will not disclose such Confidential Information to any person or entity except to its employees or Authorized Users. Without limiting the generality of the foregoing, Customer agrees that it will not post the Licensed Product, the Documentation, or any screenshots of the Licensed Product or results generated by the Licensed Product, on any network that is accessible by anyone other than the Authorized Users. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors that need to know in order to provide business advice to such party. In addition, each party may disclose the terms and conditions of this License: (i) as required under applicable securities regulations; and (ii) on a confidential basis to present or future providers of venture capital and potential private investors in or acquirers of such party.

4. SERVICES. All services provided by Spatial in connection with this License or Exhibit A shall be performed with the reasonable skill, care and diligence customary in the industry for such services.

5. LIABILITY.

5.1 LIMITATION OF LIABILITY. IN NO EVENT WILL SPATIAL OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR DAMAGES IN EXCESS OF ANY FEES PAID BY CUSTOMER FOR THE LICENSE PROVIDED HEREUNDER OR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS LICENSE, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer acknowledges that Spatial would not be able to provide the Licensed Product without the limitations set forth in Section 5 herein. Customer may have other rights under applicable mandatory local laws. This License does not change Customer’s rights under applicable mandatory local laws if such laws do not permit it to do so.

6. PAYMENT. Customer shall pay within the ESRI Marketplace.

7. TERMINATION. Spatial may terminate this License and the license at any time for material breach of the terms of this License by Customer.

8. GENERAL. Customer has no right to assign this License. This License shall be governed by the laws of the State of Ohio. The Parties hereby agree that, with respect to any dispute relating to or arising from this Agreement, venue shall lie in any state or federal court located in Hamilton County, Ohio, which courts shall also be deemed to have subject matter jurisdiction concerning any matter relating to or arising from this Agreement, and you hereby agree to take no action which seeks to contest or object to the validity of such jurisdiction or venue.