This Professional Services Agreement (the “Agreement”) is entered into as of the
date of the last signature (the “Effective Date”) by and between Clearspot Artificial
Intelligence, Corp., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter referred to as the “Company” or “we”), and the
undersigned customer (hereinafter referred to as the “Customer” or “you”). This
Agreement governs the provision of Professional Services by the Company and
supplements any other active, duly executed agreement between the Company and
the Customer.

1. Definitions

1.1. Available Services
● a. Data Collection Services: Refers to the services provided by the Company
involving aerial or ground-based data collection, including but not limited to
flights, operation of a robotic device, or video recording, as detailed in the
Order Form.
● b. Online Services: Encompasses any online or web-based services and
associated offline components provided by the Company, including, but not
limited to, all software products branded by Clearspot Artificial Intelligence.
● c. Professional Services: Denotes the professional services acquired by the
Customer via an Order Form or online purchasing portal. Professional
Services include Data Collection Services but exclude Online Services.
1.2. Other Definitions
● a. Affiliate: Refers to any entity that directly or indirectly controls, is
controlled by, or is under common control with the subject entity.
● b. Control: Means direct or indirect ownership or control of more than fifty
percent (50%) of the voting interests of the subject entity.
● c. Deliverable: Signifies the deliverables explicitly identified as “Deliverables”
in the Order Form pertaining to the Professional Services, if applicable.
● d. Order Form: Means a document executed by both parties that specifies
the Professional Services to be provided.
● e. Robot: Refers to any unmanned aerial vehicle (UAV), drone, or other
robotic device utilized by the Company in the provision of Professional
Services.
● f. Subsidiary: Means any entity that is under the direct or indirect control of
the Company.

2. Professional Services

2.1. Scope of Professional Services
● The Company agrees to deliver the Professional Services as specified in the
Order Form, contingent upon the Customer’s payment of all applicable fees
as outlined in the “Fees” section of this Agreement.

2.2. Relationship to Online Services
● This Agreement exclusively governs the provision of Professional Services and
does not confer any rights to utilize Online Services. Any use of Online
Services by the Customer shall be governed by a separate agreement.
● The Customer acknowledges that the acquisition of Professional Services is
independent of the delivery of any future Online Service functionalities or
features, except as expressly detailed in the Deliverables in the applicable
Order Form.
● Any statements made by the Company regarding potential future Online
Service functionalities or features are not binding and shall not influence the
provision of Professional Services.

2.3. Robot Operations
● In instances where the Professional Services include Data Collection Services
utilizing a flying Robot, the Company shall ensure that such services are
conducted in compliance with all applicable legal requirements, including, but
not limited to, obtaining necessary Federal Aviation Administration (FAA)
licenses and airspace authorizations.
● The Company will employ commercially reasonable efforts to adhere to the
Customer’s policies and procedures, provided such policies and procedures
are communicated to the Company in advance.
● Unless otherwise mutually agreed, the Company’s personnel operating on the
Customer’s premises will adhere to the Customer’s working hours, rules, and
holiday schedules, subject to reasonable prior notice of such hours, rules, and
schedules.

Cooperation Obligations

3.1 Customer Cooperation Obligations
Customer agrees to cooperate with Clearspot in the performance of the Professional
Services in a reasonable and good faith manner by fulfilling the following
obligations:
● Premises Access: Provide Clearspot with reasonable access to its premises as
necessary for the execution of the Professional Services.
● Notice Requirement: Deliver at least seventy-two (72) hours’ advance notice
of the need for Professional Services, unless otherwise specified in the Order
Form.
● Policy Documentation: Furnish Clearspot with written copies of all relevant
Customer policies and procedures applicable to the performance of the
Professional Services prior to or upon execution of an Order Form
incorporating such services.
● Approvals and Authorizations: Obtain and maintain all necessary approvals
and authorizations required for the execution of the Professional Services at
Customer’s premises.
● Response to Inquiries: Respond promptly and accurately to Clearspot’s
inquiries related to the Professional Services.
● Project Management: Designate an internal project manager to act as the
primary point of contact for Clearspot concerning the Order Form.
● Resource Allocation: Allocate sufficient resources and undertake any tasks
reasonably required to facilitate Clearspot’s performance under each Order
Form, including maintaining continuous administrative access to Customer’s
Online Service account.
● Participation: Actively participate in all scheduled project meetings.

3.2 Impact of Delays
Delays in the performance of Professional Services or delivery of Deliverables
attributable to Customer’s actions or inactions may result in additional charges for
resource time and may affect the delivery schedule.

Delivery and Acceptance

4.1 Delivery of Professional Services
Clearspot shall deliver Professional Services and any associated Deliverables in
accordance with the terms specified in the Agreement and applicable Order Forms.

4.2 Acceptance of Deliverables
● Notification of Non-Conformance: Upon completion of each Deliverable,
Clearspot will provide such Deliverables to Customer. Should Customer
reasonably and in good faith determine that any submitted Deliverable fails
to meet the agreed-upon acceptance criteria, Customer must notify
Clearspot in writing within ten (10) business days following Clearspot’s
delivery of the Deliverable.
● Remedies for Non-Conformance: If a Deliverable does not meet the
functional requirements set forth in the applicable Order Form, Customer’s
sole and exclusive remedy shall be to terminate the relevant portion of the
Order Form immediately upon written notice and recover all fees paid for
such deficient Deliverable, subject to any limitations specified in the Order
Form.

Fees and Payment

5.1 Fees
● Fee Structure: Customer agrees to pay all fees specified in Order Forms or, if
not specified, Clearspot’s standard rates in effect at the time of execution of
the Order Form. Fees are based on Professional Services purchased and not
actual usage unless otherwise specified.
● Expense Reimbursement: Customer shall reimburse Clearspot for reasonable
travel and out-of-pocket expenses incurred in connection with Professional
Services. If an estimate of incidental expenses is provided in the applicable
Order Form, Clearspot shall not exceed such estimate without Customer’s
prior written consent.

5.2 Invoicing and Payment Terms
● Advance Billing: Charges will be invoiced in advance unless otherwise
expressly stated in the applicable Order Form. Invoices are due and payable
within thirty (30) days from the invoice date unless otherwise specified in the
Order Form.
● Billing Information: Customer is responsible for providing and maintaining
accurate billing and contact information with Clearspot and for notifying
Clearspot of any changes to such information.

5.3 Overdue Charges
● Interest on Overdue Amounts: In the event of overdue payments, and
without limiting Clearspot’s rights or remedies, overdue amounts may accrue
interest at the lesser of 1.5% per month or the maximum rate permitted by
law.
● Suspension of Services: Clearspot may suspend or cease providing all or
part of the Professional Services until the outstanding invoice is settled.
● Future Payment Terms: Clearspot may impose different payment terms for
future purchases of Professional Services.

5.4 Dispute of Charges

Clearspot shall not enforce its rights under the “Overdue Charges” section if

Customer is disputing the applicable charges reasonably and in good faith and is
actively cooperating to resolve the dispute.

5.5 Taxes
● Responsibility for Taxes: Fees do not include taxes, levies, duties, or similar
governmental assessments, including but not limited to, value-added, sales,
use, or withholding taxes imposed by any jurisdiction (collectively, “Taxes”).
Customer is responsible for paying all Taxes related to its purchases under
this Agreement.
● Tax Invoicing: If Clearspot is obligated by law to pay or collect Taxes for
which Customer is responsible, Clearspot will invoice Customer for such Taxes,
and Customer will remit payment unless a valid tax exemption certificate is
provided.
● Clearspot’s Tax Responsibility: Clearspot is solely responsible for taxes
assessed against it based on its income, property, and employees.

6. Proprietary Rights and Licenses

6.1. Intellectual Property
a. Ownership of Pre-existing Intellectual Property: Each Party acknowledges and
agrees that the Customer retains all rights, title, and interest in and to any and all
pre-existing intellectual property owned by the Customer, including but not limited
to all data and materials provided by the Customer to the Company.
b. Ownership of New Intellectual Property: The Company shall retain all rights,
title, and interest in and to any and all intellectual property that is conceived,
developed, or otherwise created by or on behalf of the Company, including but not
limited to any methodologies, processes, or technologies utilized or developed in the
course of providing the Professional Services.

6.2. Deliverables
a. Grant of License: Upon receipt of full payment of all fees due under the
applicable Order Form, the Company hereby grants to the Customer a perpetual,
non-exclusive, royalty-free license to use the Deliverables solely for the Customer’s
internal business purposes.
b. Restrictions on Use: The Customer shall not sublicense, distribute, or otherwise
make the Deliverables available to any third party without the prior written consent
of the Company.

7. Confidentiality

7.1. Definition of Confidential Information
a. Confidential Information: For the purposes of this Agreement, “Confidential
Information” shall include any non-public information disclosed by either Party in
connection with this Agreement that is either explicitly designated as confidential or
that reasonably should be understood to be confidential under the circumstances of
disclosure.

7.2. Non-Disclosure and Use Restrictions
a. Confidentiality Obligations: Each Party agrees to (i) maintain the confidentiality
of the other Party’s Confidential Information and (ii) use such Confidential
Information solely for the purpose of fulfilling its obligations under this Agreement.
Each Party shall exercise at least the same degree of care in protecting the
Confidential Information of the other Party as it employs to protect its own
confidential information, but in no event less than a reasonable degree of care.

7.3. Exceptions to Confidentiality
a. Exclusions: Confidential Information does not include information that (i)
becomes publicly available through no fault of the receiving Party; (ii) is rightfully
received from a third party without any obligation of confidentiality; or (iii) is
independently developed by the receiving Party without reference to or use of the
Confidential Information.

8. Warranties and Disclaimers

8.1. Warranties
a. Performance Standard: The Company warrants that the Professional Services
will be performed in a professional and workmanlike manner, consistent with
prevailing industry standards.
b. Conformity to Specifications: The Company further warrants that any
Deliverables provided hereunder will substantially conform to the specifications
outlined in the applicable Order Form.

8.2. Disclaimer of Warranties
a. As-Is Basis: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL
SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” BASIS, AND THE
COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Customer assumes all
risks associated with the use or performance of the Services and Deliverables.

9. Indemnification

9.1. Indemnification by Company

a. Indemnity for Claims: The Company agrees to defend, indemnify, and hold
harmless the Customer from and against any third-party claims, liabilities,
damages, or expenses (including but not limited to reasonable attorney’s fees)
arising from any death, personal injury, or damage to tangible property resulting
from the Company’s gross negligence or willful misconduct in the performance of
the Professional Services.

9.2. Indemnification by Customer
a. Indemnity for Customer Actions: The Customer agrees to indemnify, defend,
and hold harmless the Company from and against any third-party claims, liabilities,
damages, or expenses arising out of (i) the Customer’s misuse of the Deliverables;
(ii) any breach of the Customer’s obligations under this Agreement; or (iii) any
infringement of third-party intellectual property rights by the Customer.

10. Limitation of Liability

10.1. Aggregate Liability
a. Cap on Liability: EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET
FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE
LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
EXCEED THE TOTAL FEES PAID OR PAYABLE TO THE COMPANY FOR THE
PROFESSIONAL SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10.2. Exclusion of Certain Damages
a. Limitations on Damages: NEITHER PARTY SHALL BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING
BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR USE, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Term and Termination, Suspension

11.1. Term. This Agreement shall commence on the Effective Date and shall continue
in full force and effect until terminated in accordance with the provisions herein.

11.2. Termination for Convenience. Either Party may terminate this Agreement for
any reason upon thirty (30) days’ written notice to the other Party. In the event of
such termination, any outstanding Order Forms shall remain in effect and governed
by this Agreement until the expiration of their respective terms.

11.3. Termination for Cause. Either Party may terminate this Agreement and/or
any Order Form for cause, under the following circumstances: (i) upon thirty (30)
days’ written notice to the other Party of a material breach, if such breach is not
cured within the specified period, or (ii) if the other Party becomes subject to
bankruptcy proceedings, insolvency, receivership, liquidation, or an assignment for
the benefit of creditors.

11.4. Payment Upon Termination. Upon termination of any Order Form, Customer
shall be liable to pay any outstanding fees and expenses incurred up to and
including the date of termination, in accordance with the “Invoicing and Payment”
section of this Agreement. Should Customer terminate an Order Form and have
pre-paid fees for Professional Services not yet rendered, Company will refund such
pre-paid fees. Conversely, if Company terminates an Order Form for cause, any
pre-paid fees for fixed-fee Professional Services shall be non-refundable unless
otherwise expressly stated in the relevant Order Form.

11.5. Suspension. Company reserves the right to suspend or terminate the provision
of Professional Services if, in its judgment, such actions are necessary to prevent
liability. Company shall endeavor to notify Customer of any suspension or
termination promptly and will cooperate with Customer in good faith to address and
resolve the issue. Notwithstanding the foregoing, fees will continue to accrue during
any suspension or termination, and no refunds shall be issued.

11.6. Surviving Provisions. The provisions entitled “Fees and Payments,”
“Proprietary Rights and Licenses,” “Confidentiality,” “Warranties and Disclaimer,”
“Indemnification,” “Limitation of Liability,” “Term and Termination,” and “General”
shall survive the termination or expiration of this Agreement.

12. Insurance
Each Party shall maintain, at its own expense, insurance coverage appropriate to its
obligations under this Agreement, including, but not limited to, general commercial
liability, professional liability/errors and omissions, workers’ compensation, and
automobile insurance, as required by applicable laws and regulations.

13. General Provisions

13.1. Export Compliance and Anti-Corruption. The Professional Services and
Deliverables provided by Company are subject to U.S. export laws and regulations.
Customer shall not permit any User to access, use, or export any such items to
countries subject to U.S. embargoes or in violation of any U.S. export control laws.
Each Party represents and warrants that it is not listed on any U.S. government
denied-party list and has not offered or received any illegal or improper bribe,
kickback, payment, gift, or thing of value in connection with this Agreement.
Ordinary course of business gifts and entertainment do not constitute a violation of
this provision.

13.2. Marketing. Except as otherwise specified in the Order Form, Company may
publicly acknowledge Customer as a client, including in Company’s marketing
materials, website, and presentations, and may use Customer’s logo for such
purposes.
13.3. Entire Agreement and Order of Precedence. This Agreement constitutes the
entire agreement between the Parties concerning the subject matter hereof and
supersedes all prior agreements and understandings, whether written or oral,
relating to such subject matter. Any additional terms or conditions provided in a
Customer purchase order or other documentation not executed by Company are
deemed void. In case of any conflict or inconsistency, the order of precedence is: (1)
the applicable Order Form, (2) the agreement governing the Online Services, and (3)
this Agreement. Section titles are for convenience only and do not affect the
interpretation of this Agreement.
13.4. Assignment. This Agreement may not be assigned or transferred by either
Party without the prior written consent of the non-assigning Party, except that
either Party may assign this Agreement in its entirety (including all Order Forms) to
an Affiliate or in connection with a merger, acquisition, or sale of all or substantially
all of its assets. If a Party is acquired by, or merges with, a direct competitor of the
other Party, the non-acquiring Party may terminate this Agreement with written
notice. This Agreement will be binding upon and inure to the benefit of the Parties
and their respective successors and permitted assigns.
13.5. Notice. Notices shall be directed to Company at: CLEARSPOT ARTIFICIAL
INTELLIGENCE, CORP, 7345 W Sand Lake Road, Ste 210, Office 1942, Orlando, FL
32819, with a copy to info@clearspot.ai. Notices to Customer will be addressed to
the Services system administrator designated by Customer. Notices related to this
Agreement will be effective upon (a) email confirmation of receipt, or (b) the second
business day after mailing. Billing-related notices will be sent to the designated
billing contact.

13.6. Miscellaneous.
a. Independent Contractors. The Parties are independent contractors. Nothing in
this Agreement creates a partnership, joint venture, agency, or employment
relationship. Company may utilize third-party service providers to deliver
Professional Services but remains responsible for fulfilling its obligations under this
Agreement. Each Party is responsible for its own employees’ compensation and
employment-related taxes.
b. Waiver and Severability. A Party’s failure or delay in exercising any right under
this Agreement shall not constitute a waiver of that right. If any provision is deemed
unenforceable, the remaining provisions shall remain in effect.
c. Legal Representation. Both Parties acknowledge having been represented by
legal counsel of their choosing or having voluntarily declined such representation in
the negotiation and execution of this Agreement.
d. Amendments. This Agreement may only be amended by a written document
signed by both Parties. Company may update the Agreement as described in the
introductory paragraphs, and Customer’s continued use of the Services constitutes
acceptance of the revised terms.
e. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware and the United States of
America, excluding its conflict of laws principles. The UN Convention on Contracts
for the International Sale of Goods is expressly excluded.
f. Dispute Resolution. Any disputes arising under or related to this Agreement shall
be resolved in the federal or state courts located in Delaware. Each Party waives
any right to a jury trial and any class action participation. Claims must be brought in
the initiating Party’s individual capacity and not as a representative of a class or
group.
g. Force Majeure. No delay or failure in performance by either Party shall constitute
a breach of this Agreement if such delay is caused by circumstances beyond the
reasonable control of the affected Party, including, but not limited to, acts of God,
governmental actions, floods, fires, earthquakes, civil disturbances, terrorism,
pandemics, labor disputes, or denial of service attacks. The affected Party shall use
commercially reasonable efforts to notify the other Party of the delay and resume
performance as soon as possible.
Last Updated: October 6, 2024