Master Services Agreement

This Master Services Agreement (this “Agreement”) applies to your use of the
Services. Your usage of the Services shall be governed by your active, properly
executed contract, if you have one, which covers the Services listed below (the
“Existing Contract”) and excludes this Agreement.

YOU AND Clearspot artificial intelligence HEREBY WAIVE ANY RIGHT TO A JURY
TRIAL OR TO ATTEND A CLASS-ACTION LAWSUIT UNDER THIS AGREEMENT.

By registering or using an account, you declare that you have the right to act on
behalf of the owner (referred to as the “Customer” or “you”) and to bind them to this
Agreement. Through the process of creating an account, completing an Order Form,
or otherwise indicating your consent to this relationship, Customer and Clearspot
artificial intelligence (hence, “Company” or “we”) are entering into a legally binding
relationship.

We can revise this Agreement to reflect, for instance, improvements to our services
or changes in the legislation. Unless you have an Order Form that is still in operation
that disclaims the applicability of updates, then such adjustments will take effect for
any extensions or renewal terms. Otherwise, such modifications will take effect on
the specified update date. Any changes to this agreement will be announced on this
page. You should stop using the Services if you disagree with the amended
Agreement.

1. Definitions.
Service Provided.
● “Services” refers to both purchased and free trial services. The
Services comprise the mobile application(s) and on-premises software
platform(s) of the Company (collectively, “Company Apps”), including
(but not limited to) all Clearspot AI software products, the
Implementation Services detailed below, and any other services
rendered by the Company on behalf of its Subsidiaries.
● “Free Trial Services” refers to Services that are offered to the
Customer at no additional cost by the Company.
● Services that the Customer acquires from the Company through an
online purchase portal or order form are referred to as “Purchased
Services.”

Additional Definitions.
● Any entity that directly or indirectly controls, is controlled by, or shares
control with the subject entity is referred to as a “affiliate.” For the purposes
of this term, “control” refers to having direct or indirect ownership or control
over more than half of the subject entity’s voting interests.Except for Third
Party Services and Customer Content
● “Company Content” refers to any data, information, and other content that is
made available to Customers via the Services.
● “Control” refers to having more than 50% of the voting interests in the subject
entity, either directly or indirectly.
● The term “Customer Content” refers to any electronic data, information, and
other content that the customer uploads, integrates with, or makes available
to the company through the services or in another way. It also includes any
content that the customer creates or gathers while using the services, such as
reviews, messages, videos, maps, models, folders, data, text, photos, and
images, as well as data collected by a robot, camera, or other user device.
● Applications in any Company app marketplace that are not labeled as
Company products are referred to as “Non-Company Apps.”
● A signed order form by both parties is referred to as a “order form.”
● “Online Purchase Portal” refers to the company’s website where services can
be purchased.
● An unmanned aerial vehicle (UAV), drone, or other robot used by the
Customer or its Users in conjunction with the Services is referred to as a
“robot.”
● Information gathered by the Company from publicly accessible sources,
third-party software providers, or content providers is referred to as “Third
Party Content” and is made available to Customers via the Services, including
connected information.
● Non-Company Apps and Third Party Content are referred to as “Third Party
Services.”
● A distinct individual end user who accesses or uses the Services through
Customer’s account is referred to as a “user” or “subscriber.”
2. Licenses of Customer : During the subscription term outlined in the order form
or online portal, and subject to the terms of this agreement, Clearspot
Artificial Intelligence grants the customer a non-exclusive, non-transferable,
and non-sublicensable right to access and use the services. This includes
downloading and using Clearspot’s applications on devices owned or
controlled by the customer for internal business purposes only. These apps
cannot be distributed or made available on networks for multiple device use.
Additionally, customers cannot transfer, redistribute, or copy the app and
must remove it before selling the device. Any attempt to derive the source
code of the app is prohibited, except where allowed by applicable law.

3. Company Obligations
3.1 Provision of Services and Support for Clearspot Artificial Intelligence
Clearspot Artificial Intelligence will provide services to the customer in accordance
with this Agreement and the applicable Order Forms or Online Purchase Portal
requirements. Standard support for purchased services will be offered at no extra
charge, with the option to purchase upgraded support if needed. Clearspot will
make commercially reasonable efforts to ensure the availability of online services
24/7, except during: (i) planned downtime, for which prior electronic notice will
typically be provided, and (ii) emergency maintenance or unavailability due to
factors beyond Clearspot’s control, such as natural disasters, government actions,
pandemics, civil unrest, strikes (excluding Clearspot’s employees), third-party
service failures, denial-of-service attacks, or issues related to customer hardware or
systems.

Clearspot will comply with all applicable laws and regulations in providing services.
While third-party providers may be used for some services, Clearspot remains
responsible for meeting its obligations under this Agreement.

3.2 Data Protection and Security Measures for Clearspot Artificial Intelligence
Clearspot AI takes comprehensive steps to ensure the protection and privacy of
customer data. We employ advanced administrative, physical, and technical
protocols designed to safeguard the security, confidentiality, and integrity of all
customer information. These measures are specifically implemented to prevent
unauthorized access or disclosure, except as permitted by customers or their users.
By utilizing Clearspot services, customers acknowledge and agree to the relevant
data processing agreements, including:

1. GDPR Compliance: If personal data from the European Economic Area
(EEA), United Kingdom, or Switzerland is shared for processing, Clearspot
adheres to GDPR guidelines and our associated Data Processing Agreement
(DPA).
2. CCPA Compliance: For personal data collected from California, Clearspot
follows the California Consumer Privacy Act (CCPA) through our CCPA Data
Processing Agreement.
If a customer requests data retrieval within 30 days following the termination or
expiration of this agreement, Clearspot will facilitate access to the requested
information. After this period, Clearspot is not responsible for maintaining customer
data and reserves the right to securely remove it from our systems.
To request the deletion of your account, please email info@clearspot.ai. Prior to
processing, Clearspot requires appropriate identity verification, and we reserve the
right to deny deletion if identity verification cannot be confirmed. Clearspot holds
no liability regarding deletion requests if sufficient identity verification is not
provided.
This customized approach ensures compliance with privacy standards and
emphasizes the importance of safeguarding customer data across different
jurisdictions.

3.3 Free Trial Services for Clearspot Artificial Intelligence
a. Clearspot reserves the right to terminate or modify access to its Free Trial
Services at any time, with or without prior notice, based on its discretion. Any
specific conditions mentioned during the Free Trial registration process will also
apply and form part of this Agreement.
b. Upon conclusion of the Free Trial period, all content, settings, and customizations
created by the customer will be permanently deleted unless the customer opts to
subscribe to a full service, upgrade to a paid plan, or export their data before the
trial ends.
c. Free Trial Services are provided without any guarantees or warranties. Clearspot
and its affiliates hold no liability or obligation for indemnification related to the Free
Trial.
d. The customer will be entirely responsible for any damages or losses that occur as
a result of their use of the Free Trial Services, regardless of any limitations specified
elsewhere in this Agreement.

4. Customer Usage and Content

4.1 Subscription Services
● Subscriptions for the services offered by Clearspot Artificial Intelligence
(“Clearspot”) shall be purchased in accordance with the terms set forth in
applicable Order Forms or via the online purchase portal.
● The Services provided under such subscriptions shall be available for the
duration of the subscription period specified in the relevant Order Form or
purchase agreement.
● Customers may acquire additional services during the subscription period,
which shall be prorated based on the remaining term of the subscription.
● The termination date for such additional services shall align with the
termination date of the original subscription.
● The Services rendered by Clearspot do not include any commitments or
guarantees concerning the provision of future functionalities or features.
● Affiliates of the Customer, properly engaged through approved channels,
shall have access to the Services for the duration of their affiliation.
● For the purposes of this Agreement, the term “Customer” shall encompass all
such Affiliates.

4.2 Fair Usage Policy
● Clearspot enforces a Fair Usage Policy to ensure the equitable allocation of
resources and the uninterrupted delivery of high-quality services to all users.
● Usage shall be monitored and evaluated in comparison to standard metrics
across the Clearspot customer base.
● In the event that a Customer’s usage exceeds typical levels, Clearspot
reserves the right to contact the Customer to propose corrective measures or
alternative solutions.
● Should the Customer fail to bring usage within acceptable limits after being
notified, Clearspot retains the right to:
○ Impose restrictions or limitations on usage.
○ Suspend or terminate the Services.
○ Charge additional fees or costs based on excessive usage.

4.3 Usage Limitations
● Customers shall ensure that each individual user is assigned a distinct, unique
account, and under no circumstances shall login credentials be shared
between individuals.
● Specifically:
○ Each subscription seat must be assigned to a single individual user,
although reassignments may occur for valid business purposes.
○ The total number of authorized users must not exceed the number
specified in the Order Form or the online purchase agreement.
○ Each user is entitled to create and utilize content that reflects
reasonable and customary individual usage.
○ Login credentials must not be shared, and alias email accounts are
strictly prohibited.
○ Where the Services are limited to a particular site or project, as
specified in the Order Form, they shall not be utilized for any purpose
other than the designated site or project.
○ Any usage of Clearspot’s API must conform to the terms outlined by
Clearspot, and prior approval must be obtained for the use of machine
user accounts, where applicable.

4.4 Customer Responsibilities
● Customers are fully accountable for all actions and usage that occur under
their account, including any activity conducted by authorized users and
affiliates.
● This responsibility includes:
○ Ensuring the accuracy, legality, and appropriateness of any content
provided by the Customer, including the methods through which such
content was obtained and its interaction with third-party services.
○ Taking reasonable measures to prevent unauthorized access to the
Services.
○ Reporting any security breaches or unauthorized access to Clearspot
immediately upon discovery.
○ Ensuring compliance with all applicable laws, regulations, and
third-party agreements, including those governing the integration of
third-party hardware and services into Clearspot’s offerings.

4.5 Prohibited Activities
● Customers are prohibited from engaging in the following activities with
respect to Clearspot’s Services:
○ Reselling, sublicensing, or redistributing the Services to third parties.
○ Utilizing the Services for illegal, harmful, fraudulent, or malicious
activities.
○ Interfering with the performance of the Services or attempting to gain
unauthorized access to any portion of the Services, including through
hacking or other unlawful means.
○ Reverse engineering, decompiling, disassembling, or otherwise
attempting to replicate or reproduce any aspect of the Services.
○ Misrepresenting the outputs of the Services as belonging to the
Customer or any other third party.
○ Utilizing the Services for military purposes, or in any manner that
could potentially harm individuals, animals, or property.

4.6 Removal of Third-Party Content
● Should any third-party content or services provided by the Customer be
found to violate any applicable law, regulation, or rights of third parties,
Clearspot will notify the Customer and require immediate corrective action.
● Failure to comply with such a notice may result in the suspension or removal
of the infringing content or service.
● Clearspot reserves the right to independently remove any such content or
service at its discretion if required by law, or upon request by a rights holder
or authorized government or law enforcement entity.

4.7 Robotics and Operational Compliance
● Customers utilizing Clearspot’s Services in conjunction with robotics or drones
shall bear full responsibility for ensuring compliance with all relevant
regulations, including but not limited to laws pertaining to the operation of
drones and airspace authorizations.
● Customers must adhere to all applicable local, national, and international
laws, as well as the operational guidelines provided by Clearspot or the
relevant third-party hardware manufacturers.
● Clearspot shall not be held responsible or liable for any legal or safety
violations arising from the operation of customer-owned or
customer-controlled robots or drones. Customers assume all risks and
liabilities associated with such operations.

5. Third-Party Services

5.1 Use of External Services
● External Agreements: Customers acknowledge that any engagement with
third-party services, including but not limited to purchases, usage, or
interactions, constitutes a direct agreement between the customer and the
external provider. Clearspot Artificial Intelligence, hereinafter referred to as
“Clearspot AI,” is not a party to such agreements and assumes no liability or
responsibility for any transactions or interactions with third-party providers.
● Disclaimers and Exclusions: Clearspot AI expressly disclaims any warranties,
representations, or support obligations for third-party services unless
explicitly stipulated in a corresponding Order Form. The Company shall not be
liable for any consequences, including but not limited to data modifications,
deletions, or disclosures, resulting from the utilization of third-party services.

5.2 Integration and Compatibility
● Integration Support: Clearspot AI’s services may provide the capability to
integrate with third-party platforms, which facilitates data export or
synchronization. The Company makes no representations or warranties
regarding the continued compatibility or functionality of such integrations.
● Discontinuation of Support: Clearspot AI reserves the unilateral right to
modify, suspend, or terminate support for third-party integrations at its sole
discretion. The Company shall not be liable for any damages, refunds, or
compensation arising from the cessation of support or failure of third-party
providers to maintain interoperability with Clearspot AI’s services.
● Customer Acknowledgment: Customers acknowledge and accept that any
interruption, cessation, or failure in the functionality of third-party
integrations does not entitle them to any form of refund, compensation, or
other remedies from Clearspot AI.

6. Fees and Payment

6.1 Fees
● Customer Responsibility: The Customer shall bear all fees as outlined in the
applicable Order Forms or Online Purchase Portal.
● Fee Basis: Except as otherwise specified:
○ (i) Fees are predicated upon the Services and subscriptions acquired,
rather than actual usage.
○ (ii) Payment obligations are irrevocable, and fees remitted are
non-refundable.
○ (iii) Quantities purchased may not be diminished during the
subscription term.

6.2 Invoicing and Payment
● Payment Information: The Customer shall furnish Clearspot Artificial
Intelligence (“Clearspot”) with valid and updated credit card details or an
alternative payment method acceptable to Clearspot, including but not
limited to bank transfer or ACH.
● Authorization: Should the Customer provide credit card information, they
hereby authorize Clearspot to charge said card for all Purchased Services
enumerated in the Order Form or Online Purchase Portal, inclusive of initial
subscription terms and any renewal periods as delineated in the “Term of
Purchased Subscriptions” section.
● Billing Frequency: Charges will be applied in advance, either annually or
according to an alternative billing frequency specified in the Order Form or
Online Purchase Portal.
● Alternative Payment Methods: If the Order Form prescribes an alternative
payment method, Clearspot shall issue an invoice to the Customer in advance
in accordance with the Order Form. Absent any contrary terms in the Order
Form, invoices shall be payable within thirty (30) days from the invoice date.
● Billing Information: The Customer is obligated to provide complete and
accurate billing and contact information and to notify Clearspot of any
modifications thereto.

6.3 Overdue Charges
● Accrual of Interest: In the event of overdue payment, without prejudice to
Clearspot’s rights or remedies, (a) interest on overdue amounts may accrue
at a rate of 1.5% per month or the highest rate permitted by applicable law,
whichever is lower, and/or (b) Clearspot may impose altered payment terms
for future subscription renewals and Order Forms.

6.4 Payment Disputes
● Dispute Resolution: Clearspot shall not invoke the “Overdue Charges” or
“Suspension” provisions if the Customer is disputing the charges in a
reasonable and good faith manner and is actively engaged in resolving the
dispute.
6.5 Taxes
● Tax Responsibility: The fees charged by Clearspot do not encompass all
taxes, levies, duties, or similar governmental assessments, including but not
limited to value-added taxes, sales taxes, use taxes, or withholding taxes
(collectively, “Taxes”). The Customer shall be solely responsible for the
payment of all Taxes associated with their purchases.
● Tax Invoicing: Should Clearspot be obligated to pay or collect Taxes on
behalf of the Customer, Clearspot will invoice the Customer for such amount,
unless the Customer provides a valid tax exemption certificate issued by the
relevant tax authority.
● Clearspot’s Tax Responsibility: Clearspot shall be liable solely for taxes
based on its income, property, and employees.

7. Proprietary Rights and Licenses

7.1 Ownership

● Rights and Title: Clearspot Artificial Intelligence (“Clearspot”) retains

exclusive ownership of all rights, title, and interest in and to its Services and
Content. All rights, title, and interest in any third-party services shall remain
with the respective third parties. Clearspot and such third parties reserve all
rights not explicitly granted herein.
● Use of Feedback: Clearspot reserves the right to utilize any suggestions or
feedback provided by the Customer without the necessity for compensation,
attribution, or further acknowledgment to the Customer.

7.2 Customer Content
● Ownership: The Customer retains all rights, title, and interest in any content
created or provided by them (“Customer Content”). Except as expressly
provided in this Agreement, Clearspot does not obtain any rights to use
Customer Content. In the event Clearspot inadvertently creates any Customer
Content while providing Services, Clearspot shall assign all rights to such
content to the Customer.
● License Grant: The Customer hereby grants Clearspot and its affiliates a
non-exclusive, royalty-free, worldwide license to access, use, process, copy,
distribute, perform, export, and display Customer Content solely for the
following purposes:
○ (a) To deliver, maintain, enhance, and update Clearspot’s products and
services;
○ (b) To address service, security, support, or technical issues;
○ (c) As required by applicable law or in accordance with Clearspot’s
Privacy Policy;
○ (d) As otherwise expressly permitted by the Customer in writing.
● Third-Party Services: Should the Customer utilize any third-party services in
conjunction with Clearspot’s Services, the Customer authorizes Clearspot to
permit such third parties and their service providers to access Customer
Content and related information necessary for the integration of those
third-party services with Clearspot’s Services.

7.3 Customer Content Representations and Warranties
● Responsibility: The Customer is solely responsible for the content they create
or provide and for any consequences arising from its posting or publication.
● Representations: The Customer represents and warrants that:
○ (a) They are either the creator and owner of, or possess all necessary
licenses, rights, consents, and permissions to use and authorize
Clearspot to use, the Customer Content as specified herein; and
○ (b) The Customer Content and its use do not:
■ (i) Infringe upon any third-party rights, including but not limited
to intellectual property, privacy, or proprietary rights; or
■ (ii) Defame, slander, libel, or violate any privacy, publicity, or
property rights of others.

7.4 Customer Content Disclaimer
● Monitoring: Clearspot shall have no obligation to monitor, control, or edit
Customer Content. Clearspot shall not be held liable for any Customer
Content.
● Rights Reserved: Notwithstanding the foregoing, Clearspot reserves the
right, at its sole discretion, to review, remove, edit, or block any Customer
Content that, in Clearspot’s judgment, violates this Agreement or is otherwise
deemed objectionable, at any time and without prior notice.

8. Implementation Services

8.1 Performance

● Scope and Cooperation: In the event that the Order Form or Online Purchase
Portal includes services to assist the Customer with implementing the
Services (hereinafter “Implementation Services”), this section shall be
applicable. The Customer agrees to provide reasonable cooperation to
Clearspot in the execution of such Implementation Services.
● Customer Obligations: The Customer is responsible for:
○ Obtaining any necessary licenses or permissions required for the
implementation of the Services.
○ Granting Clearspot access to its equipment, systems, and facilities as
reasonably required for the implementation of the Services.
● Delays and Additional Charges: Any delays attributable to the Customer
may result in additional charges for the resources utilized. The Customer shall
also be liable for reimbursing Clearspot for reasonable travel and
out-of-pocket expenses incurred in connection with the Implementation
Services. Clearspot will not exceed any provided estimate for incidental
expenses without prior written consent from the Customer.

8.2 Warranty
● Performance Warranty: Clearspot warrants that the Implementation
Services will be performed in a professional and competent manner, adhering
to prevailing industry standards. Should there be a breach of this warranty,
the Customer’s sole remedy and Clearspot’s entire liability shall be limited to:
○ Re-performance of the affected Implementation Services.
○ If Clearspot is unable to re-perform the services as warranted, the
Customer shall be entitled to a refund of the fees paid for such
deficient services.
● Warranty Claim: Any warranty claim must be submitted in writing to
Clearspot within thirty (30) days following the performance of the services in
question to be eligible for the remedies described herein.

8.3 Disclaimer
● Exclusive Warranty: The warranty provided herein is exclusive and
supersedes all other warranties, whether express, implied, statutory, or
otherwise.
● Disclaimed Warranties: Clearspot expressly disclaims all other warranties,
including but not limited to implied warranties of merchantability, fitness for
a particular purpose, or non-infringement, to the fullest extent permissible
under applicable law.

9. Confidentiality

9.1 Confidential Information

● Definition: For the purposes of this Agreement, “Confidential Information”
shall include, but is not limited to, any information disclosed during the
course of this Agreement that is reasonably understood to be confidential.
This encompasses:
○ The terms of this Agreement.
○ Non-public Clearspot Content.
○ Third-Party Services.
○ Data concerning the performance of the Services.
● Exclusions: Confidential Information shall not include information that:
○ Becomes public knowledge through no fault of the receiving party.
○ Was known to the receiving party prior to disclosure under this
Agreement.
○ Was independently developed by the receiving party without use of or
reference to Confidential Information.

9.2 Mutual Obligations
● Protection and Use: The receiving party shall:
○ Protect Confidential Information with at least the same degree of care
as it uses for its own confidential information, but no less than
reasonable care.
○ Use Confidential Information solely for the purposes of fulfilling its
obligations and exercising its rights under this Agreement.
○ Promptly return or destroy Confidential Information upon request by
the disclosing party.
● Disclosure: Disclosure of Confidential Information is permitted only as
required by law, provided that the receiving party:
○ Provides prompt notice to the disclosing party.
○ Complies with any protective orders or other legal mechanisms related
to the disclosure.

10. Warranties and Disclaimers

10.1 Clearspot Warranties
● Service and Security Warranties: During the subscription term, Clearspot
warrants that:
○ It will implement commercially reasonable safeguards for the
protection of the security, confidentiality, and integrity of Customer
Content.
○ It will not materially reduce the overall security of the Services.
○ Subject to the “Third-Party Services” section, it will not materially
diminish the overall functionality of the Services.
● Exclusive Remedies: The Customer’s exclusive remedies for any breach of
these warranties are those specified in the “Termination” and “Refund or
Payment upon Termination” sections of this Agreement.

10.2 Disclaimers
● General Disclaimer: Except as expressly stated in this Agreement, neither
party makes any warranties, whether express, implied, statutory, or
otherwise.
● Specific Disclaimers: Each party expressly disclaims all implied warranties,
including but not limited to implied warranties of merchantability, fitness for
a particular purpose, or non-infringement, to the maximum extent permitted
by law.
● Liability Exclusion: Clearspot shall not be liable for any third-party services
and shall not be responsible for any loss, corruption, or destruction of
Customer Content or third-party services.

11. Mutual Indemnification
11.1 Indemnification by Clearspot. Clearspot Artificial Intelligence, Inc.

(“Clearspot”) shall indemnify, defend, and hold harmless the Customer from and
against any and all third-party claims, demands, suits, or proceedings (collectively,
“Claims”) that allege any Purchased Service infringes or misappropriates such third
party’s intellectual property rights (a “Claim Against Customer”). Clearspot agrees
to indemnify the Customer for any damages, attorney fees, and costs finally
awarded against the Customer or incurred by the Customer as a result of, or in
connection with, a settlement of a Claim Against Customer, provided that:
● (a) The Customer promptly notifies Clearspot in writing of the Claim Against
Customer;
● (b) Clearspot has sole control over the defense and settlement of the Claim
Against Customer, provided that Clearspot shall not settle any Claim Against
Customer without obtaining an unconditional release of liability for the
Customer; and
● (c) The Customer provides Clearspot with reasonable assistance, at
Clearspot’s expense.
In the event Clearspot receives notice of a potential or actual infringement or
misappropriation claim related to a Service, Clearspot may, at its sole discretion
and at no cost to the Customer:
● (i) Modify the Services to eliminate the basis for the infringement or
misappropriation claim, without breaching Clearspot’s warranties;
● (ii) Obtain a license for the Customer to continue using the Service; or
● (iii) Terminate the Customer’s subscription for the Service upon thirty (30)
days’ written notice and refund any prepaid fees applicable to the remainder
of the term.
The indemnification obligations set forth herein shall not apply under the following
circumstances:
● (1) The Claim does not specifically identify the Services as the basis of the
Claim Against Customer;
● (2) The Claim arises from the use or combination of the Services with
software, hardware, data, or processes not provided by Clearspot, where the
Services would not infringe absent such combination;
● (3) The Claim pertains to Services provided without charge; or
● (4) The Claim results from Customer Content, Third Party Services, or any
breach of this Agreement by the Customer.
This provision outlines Clearspot’s exclusive liability and the Customer’s sole remedy
concerning intellectual property claims.

11.2 Indemnification by Customer. The Customer shall indemnify, defend, and hold
harmless Clearspot and its Affiliates from and against any and all Claims arising out
of or relating to:

● (a) Any Customer Content or the use thereof in conjunction with the Services;
● (b) Any Third Party Service utilized by the Customer, excluding those provided
by Clearspot; or
● (c) The combination of a Third Party Service with the Services, which alleges
that such combination infringes or misappropriates third-party intellectual
property rights or arises from the Customer’s unlawful use of the Services,
Third Party Services, or Customer Content in violation of this Agreement, any
Order Form, or Online Purchase Portal (each a “Claim Against Clearspot”).
The Customer will indemnify Clearspot and its Affiliates for any damages, attorney
fees, and costs awarded against Clearspot or paid under a settlement approved by
the Customer in writing, provided that:
● (a) Clearspot promptly notifies the Customer in writing of the Claim Against
Clearspot;
● (b) The Customer has sole control over the defense and settlement of the
Claim Against Clearspot, provided that the Customer shall not settle any
Claim Against Clearspot without obtaining an unconditional release of
liability for Clearspot; and
● (c) Clearspot provides the Customer with reasonable assistance, at the
Customer’s expense.
The indemnification obligations of the Customer will not apply if the Claim Against
Clearspot arises due to Clearspot’s breach of this Agreement or applicable Order
Forms.

12. Limitation of Liability
12.1 Limitation of Liability. Except as expressly provided herein, in no event shall
the aggregate liability of each party, together with all of its Affiliates, arising out of
or related to this Agreement exceed the total amount paid by the Customer to
Clearspot for the Services that gave rise to the liability during the twelve (12)
months preceding the first event giving rise to such liability. This limitation of
liability shall apply regardless of the legal theory under which any claim is asserted,
whether in contract, tort, or otherwise. However, this limitation shall not apply to:
● (a) The Customer’s payment obligations under the “Fees and Payment”
section;
● (b) The Customer’s liability for infringement of Clearspot’s intellectual
property rights.
12.2 Exclusion of Consequential Damages. Under no circumstances shall either
party or its Affiliates be liable for any indirect, incidental, consequential, punitive,
special, or exemplary damages, including but not limited to lost profits, revenues, or
goodwill, arising out of or related to this Agreement, whether such damages are
claimed in contract, tort, or otherwise. This exclusion applies regardless of whether a
party has been advised of the possibility of such damages or if a party’s remedy
fails its essential purpose, except to the extent prohibited by applicable law.

13. Term, Suspension, and Termination
13.1 Term of Agreement
● This Agreement shall become effective upon the date of Customer’s
acceptance of its terms and shall remain in effect until the expiration or
termination of all subscriptions under this Agreement, as governed by the
terms herein.
13.2 Term of Purchased Subscriptions
● The duration of each subscription shall be as specified in the relevant Order
Form or Online Purchase Portal.
● Unless otherwise stated in the Order Form or Online Purchase Portal:
○ Subscriptions shall automatically renew for successive terms equal to
the initial subscription term or one year, whichever is shorter.
○ Either party may prevent automatic renewal by providing written
notice (including email) at least 30 days before the end of the current
subscription term.
● Renewals of subscriptions initially provided at promotional or discounted
rates will be billed at Clearspot’s prevailing list price at the time of renewal.
● Any reduction in subscription volume or duration upon renewal shall result in
re-pricing based on current rates, regardless of prior term pricing.

13.3 Suspension
● a. In the event of overdue payments:
○ If any payment due under this Agreement remains unpaid for 30 days
or more (or 10 days or more for credit card charges), Clearspot
reserves the right to:
■ Accelerate all outstanding payment obligations to immediate
due status.
■ Suspend Services until the overdue amounts are fully paid.
○ Clearspot shall provide no less than 10 days’ written notice of the
overdue status before initiating suspension, except in cases of failed
credit card or direct debit transactions.
● b. Clearspot may suspend or terminate Services if:
○ There is a breach of provisions regarding “Customer Usage and
Customer Content” or “Customer Content Representations and
Warranties.”
○ Clearspot determines, at its sole discretion, that Customer’s use of
Services jeopardizes the security, integrity, or availability of
Clearspot’s services or exposes Clearspot or its Third Party Service
Providers to liability.
○ Clearspot shall use commercially reasonable efforts to notify Customer
of the suspension or termination and shall engage in good faith efforts
to resolve any issues.
○ Persistent non-compliance with this Agreement or its terms may result
in account limitations or termination of Services.
● During any period of suspension or termination, fees will continue to accrue,
and no refunds will be provided.

13.4 Termination
● Either party may terminate this Agreement for cause:
○ By providing 30 days’ written notice to the other party of a material
breach, if such breach remains uncured at the end of the notice period.
○ If the other party becomes subject to bankruptcy proceedings,
insolvency, receivership, liquidation, or any similar process intended
for the benefit of creditors.

13.5 Refund or Payment upon Termination
● If Customer terminates this Agreement in accordance with Section 13.4:
○ Clearspot shall refund any prepaid fees for the remaining term of all
Order Forms, calculated from the effective date of termination.
● Conversely, if Clearspot terminates this Agreement in accordance with
Section 13.4:
○ Customer shall be liable for payment of any outstanding fees for the
remaining term of all Order Forms, subject to applicable law.
● Termination of this Agreement shall not relieve Customer of any obligation to
pay fees accrued prior to the effective date of termination.

13.6 Surviving Provisions
● The following sections shall survive any termination or expiration of this
Agreement:
○ “Free Trial Services”
○ “Removal of Third Party Services and Customer Content” (excluding
the license granted to Clearspot)
○ “Fees and Payment”
○ “Proprietary Rights and Licenses”
○ “Confidentiality”
○ “Disclaimers”
○ “Mutual Indemnification”
○ “Limitation of Liability”
○ “Refund or Payment upon Termination”
○ “Surviving Provisions”
○ “General Provisions”
● The provisions under “Data Privacy and Security” shall continue to apply as
long as Clearspot retains any Customer Content.

14. General Provisions
14.1 Export Compliance and Anti-Corruption
● The Services and all associated content provided by Clearspot Artificial
Intelligence (“Company”) are subject to applicable export control laws and
regulations of the United States and other jurisdictions.
● The Customer agrees to ensure that no User will access, use, or export the
Services or related content in any U.S.-embargoed country or region,
including but not limited to, Cuba, Iran, North Korea, Sudan, Syria, and
Crimea, or in violation of any U.S. export laws or regulations.
● Each party warrants and represents that it is not listed on any U.S.
government denied-party list.
● Each party further represents and warrants that it has not offered, nor
received, any bribe, kickback, illicit payment, gift, or other improper
consideration to or from any employee or agent of the other party in
connection with this Agreement. Routine business courtesies such as gifts and
entertainment are excluded from this restriction.

14.2 Marketing and Publicity
● Unless otherwise specified in the applicable Order Form, the Company
reserves the right to publicly acknowledge the Customer as a client of the
Company. This acknowledgment may include, but is not limited to, references
on the Company’s website, in sales presentations, and in marketing materials.
● The Company is authorized to use the Customer’s logo for the purposes
stated above, provided that the Company obtains reasonable prior approval
from the Customer.

14.3 Entire Agreement and Order of Precedence
● This Agreement, together with any applicable Order Forms, constitutes the
complete and exclusive agreement between the parties concerning the
subject matter hereof and supersedes all prior agreements, proposals, or
representations, whether written or oral, relating to such subject matter.
● Any additional services or use of the Clearspot API may be subject to
additional terms. Restrictions stated in the Online Purchase Portal shall apply
to Services purchased through that portal.
● Conflicting or additional terms in any Customer purchase order or other
Customer documentation (excluding Order Forms executed by the Company)
shall be deemed null and void.
● In the event of any conflict or inconsistency, the order of precedence shall be:
(1) the applicable Order Form, and (2) this Agreement. Section titles and
headings are for convenience only and shall not affect the interpretation of
any provision.

14.4 Assignment
● This Agreement may not be transferred or assigned by either party without
the prior written consent of the non-assigning party. Notwithstanding the
foregoing, either party may assign this Agreement in its entirety (including all
Order Forms) without such consent to an Affiliate or in connection with a
merger, acquisition, corporate reorganization, or sale of all or substantially all
of its assets.
● If either party undergoes an acquisition by, sale of substantially all assets to,
or change of control in favor of a direct competitor of the other party, the
non-affected party may terminate this Agreement upon prior written notice.
● This Agreement shall bind and benefit the parties and their respective
successors and permitted assigns.

14.5 Notice
● Notices under this Agreement shall be addressed to:
○ Clearspot Artificial Intelligence
○ Attention: Diego L P Sampaio
○ 7345 W Sand Lake Rd, Suite 210
○ Orlando, FL 32819
○ Email: info@clearspot.ai

● Notices to the Customer shall be directed to the designated system
administrator for Services.
● All notices required under this Agreement must be in writing and shall be
deemed effective upon (a) confirmation of receipt via email, or (b) the second
business day following mailing.
● Billing-related notices shall be addressed to the designated billing contact.

14.6 Miscellaneous
● Independent Contractors: The parties are independent contractors. This
Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary, or employment relationship between the parties. Each party is
solely responsible for its own employee compensation and
employment-related taxes. No third-party beneficiaries are created by this
Agreement.
● Waiver and Severability: No delay or failure by either party in exercising any
right under this Agreement shall constitute a waiver of that right. Should any
provision of this Agreement be deemed unenforceable, the remaining
provisions shall remain in full force and effect.
● Representation by Counsel: The parties acknowledge that they have either
been represented by legal counsel of their own choice in the negotiation and
execution of this Agreement, or have voluntarily chosen not to seek such
counsel.
● Amendments: This Agreement may only be amended by a written document
executed by both parties. Notwithstanding the foregoing, the Company may
update this Agreement as described in the introductory paragraphs, with
continued use of the Services by the Customer constituting acceptance of
any modified terms.
● Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, excluding its conflict of
laws principles. The United Nations Convention on Contracts for the
International Sale of Goods is expressly excluded from application.
● Dispute Resolution: Any disputes arising out of or related to this Agreement
shall be exclusively adjudicated in the federal or state courts located in
Delaware. Both parties expressly waive any right to a jury trial and agree not
to participate in any class action lawsuits. All claims must be pursued in the
initiating party’s individual capacity, and not as a class member or in any
similar proceeding.