Foresight Software License Agreement

Foresight licenses the Software according to the actual and intended use of the applications you build with it.

There are three primary use cases:

1. Evaluation permits you to evaluate the Software and build and run applications for personal, educational, demonstration, or evaluation purposes.
2. Internal Development permits you to develop applications intended for use within your organization under the applicable license.
3. Distribution permits you to develop and commercially distribute products under the applicable revenue-based license.

The applicable license model is determined by the actual use and intended deployment of the application, and not solely by the license model selected or represented by the Organization.

The applicable commercial terms are set forth in Foresight's then-current commercial terms or in an applicable Order Form.

There is no separate runtime or end-user seat charge merely for running an application.

SpatialDrive is licensed separately.

Evaluation

Use of the Software to evaluate its capabilities, including building, testing, and running applications for personal, educational, demonstration, or evaluation purposes.

Evaluation does not include development of software intended for production Internal Operations or commercial External Distribution.

Internal Development

Use of the Software to develop software intended for the Organization's own internal production use.

Internal Development includes developing applications used by employees, contractors, or other authorized personnel to perform the Organization's business or operational activities.

Internal Development does not include development of a Distributed Product.

Internal User

A person authorized to use the Software for Internal Development.

An Internal User is licensed individually and may use the Software to develop and maintain any number of internal applications for the Organization, subject to the applicable license.

Distributed Product

An application or software product incorporating the Software that is intended to be sold, licensed, subscribed to, hosted for, or otherwise made commercially available to customers or other third parties.

A Distributed Product may be delivered as installed software, hosted software, SaaS, an embedded product, an application distributed through an app store, or another commercial distribution model.

External Distribution

Making a Distributed Product available to customers or other third parties outside the Organization.

Gross Product Revenue

All worldwide gross revenue directly attributable to a Distributed Product, regardless of whether that revenue is received by you or by another person or entity on your behalf.

Gross Product Revenue includes revenue from sales, licenses, subscriptions, hosted access, usage fees, mandatory bundled services, and other amounts paid for access to or use of the Distributed Product.

Gross Product Revenue excludes taxes collected and remitted to a governmental authority and bona fide refunds.

Where a Distributed Product is sold as part of a bundle, revenue must be allocated using a reasonable and consistently applied method based on the standalone value of the components.

Organization

The legal entity accepting this Agreement and its Affiliates.

Runtime Application

An application built using the Software and packaged or deployed for use by end users.

SpatialDrive

Foresight's spatial data storage, synchronization, streaming, hosting, and related services, which are licensed separately from the Software.

Foresight grants you a worldwide, non-exclusive, non-transferable license to use the Software for Evaluation.

Evaluation is provided under the Evaluation terms published by Foresight.

Evaluation may include:

• building applications;
• testing application functionality;
• working with real data;
• running applications;
• demonstrations; and
• determining whether the Software is suitable for your requirements.

Evaluation does not permit you to use the Software to develop a production application for Internal Operations or External Distribution.

If you decide to develop an application for Internal Operations or External Distribution, you must obtain the applicable license before continuing that development.

If you develop an application intended for production Internal Operations, each person using the Software for that development must have an active Internal Development license.

Internal Development licenses are subject to the commercial terms published by Foresight or specified in an applicable Order Form.

An Internal User may develop and maintain any number of internal applications for the Organization.

The Internal Development license permits the Organization to:

• develop internal applications;
• test and stage internal applications;
• deploy internal applications;
• maintain and update internal applications; and
• allow authorized personnel to use those applications.

The Internal Development license applies to people who use the Software to build, modify, or maintain the application. It does not create a separate runtime charge for people who merely use the resulting application.

An internally deployed application may be run by authorized users of the Organization.

There is no separate runtime or end-user seat fee merely for using an internally deployed application.

The Organization's licensing obligation is based on the users who require access to the Software for Internal Development, according to the applicable commercial terms or Order Form, rather than on the number of people who merely use the resulting application.

If an application is actually being developed as a Distributed Product for External Distribution, the Organization may use the Software under the Distribution license.

The Distribution license covers development, testing, maintenance, and External Distribution of the Distributed Product.

There is no per-developer, per-user, or per-seat charge for a Distributed Product.

Developers working on a Distributed Product are not subject to Internal Development license fees for that Distributed Product, and customers and end users of the Distributed Product are not subject to runtime seat fees.

Instead, Distribution is licensed through Gross Product Revenue under the applicable commercial terms.

The Distribution model may not be used for an application that is actually being developed for the Organization's own internal production use.

6.1 Distribution Registration

Before using the Distribution model in place of Internal Development licenses, the Organization must register the Distributed Product with Foresight.

Registration must identify the Distributed Product and provide reasonable information concerning its intended External Distribution and commercial model.

Foresight may request reasonable additional information necessary to administer the Distribution license.

Registration does not require Foresight's approval unless an applicable Order Form expressly provides otherwise.

A registered Distributed Product may be developed under the Distribution model without separate Internal Development licenses for developers working on that Distributed Product.

6.2 Revenue Terms

The fees, royalties, revenue exclusions, thresholds, minimums, and payment obligations applicable to Distribution are established by Foresight's then-current commercial terms or the applicable Order Form.

6.3 Revenue Attribution

Gross Product Revenue is determined based on revenue attributable to the Distributed Product and does not depend on the Organization's total revenue.

Revenue remains attributable to the Distributed Product regardless of which person or entity receives or processes the payment.

This includes revenue received through an Affiliate, distributor, reseller, publisher, hosting provider, payment processor, or other intermediary acting on behalf of the Organization or in connection with the Distributed Product.

The Organization may not avoid or reduce its obligations under the Distribution model by routing revenue through another person or entity.

6.4 Revenue Reporting

The Organization must report Gross Product Revenue and pay amounts due under the Distribution model in accordance with the applicable commercial terms or Order Form.

The Organization must maintain reasonably complete and accurate records sufficient to verify Gross Product Revenue and amounts payable under the Distribution model.

Foresight may request records reasonably necessary to verify the Organization's reported revenue and compliance with this Agreement.

The applicable license model must change when the actual or intended use of an application changes.

If an application initially developed for Evaluation becomes intended for production Internal Operations, the Organization must obtain the applicable Internal Development licenses before continuing production development.

If an application initially developed for Internal Development becomes a Distributed Product intended for External Distribution, the Organization may transition to the Distribution model by registering the Distributed Product with Foresight.

If a Distributed Product becomes intended for the Organization's internal production use, the Organization must transition to the Internal Development model from the date its intended use changes.

A transition does not create a retroactive obligation for periods during which the application was legitimately licensed under another applicable model.

The Organization may not designate an application as a Distributed Product solely to avoid Internal Development license requirements when the application is actually being developed for internal production use.

Foresight may request reasonable information concerning an application's actual or intended use to determine the applicable license model.

SpatialDrive is licensed separately from the Software.

Use of SpatialDrive is subject to the applicable SpatialDrive terms, Order Form, or other agreement governing the service.

Nothing in this Agreement grants a license to use SpatialDrive except as expressly provided in those separate terms.

The Software is licensed, not sold.

Foresight and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights.

Except for the limited rights expressly granted by this Agreement, no rights are granted to you.

You retain ownership of applications, data, and other materials that you create using the Software, subject to Foresight's rights in the Software and any third-party components.

You may distribute applications built using the Software only under the license model applicable to the application's actual and intended use.

A Distributed Product may incorporate or depend upon the Software as permitted by the Distribution license and applicable commercial terms.

You may not distribute the Software itself as a standalone product or otherwise provide access to the Software except as expressly permitted by this Agreement.

Where Foresight requires authentication, each user must use an individual account.

Accounts may not be shared.

You are responsible for maintaining the security of your accounts and credentials.

You may not circumvent authentication, licensing, or other technical controls.

The Software may include or depend on third-party software.

Third-party components may be subject to separate license terms. Those terms apply to the applicable components where required.

Nothing in this Agreement limits rights granted under applicable open-source licenses.

Except as expressly permitted by this Agreement or applicable law, you may not:

• sell, sublicense, rent, lease, or distribute the Software itself;
• provide the Software as a general-purpose hosted development service;
• reverse engineer, decompile, or disassemble the Software except where permitted by applicable law;
• circumvent technical or licensing restrictions;
• remove proprietary notices;
• share accounts;
• misrepresent license, revenue, or usage information;
• use the Software unlawfully; or
• distribute the Software outside the rights granted by this Agreement.

Foresight may provide updates, patches, bug fixes, improvements, and new versions of the Software.

Unless otherwise stated, updates are governed by this Agreement.

Foresight is not obligated to provide updates indefinitely.

A Software license does not include guaranteed support or service levels.

Support, implementation services, dedicated engineering resources, and other professional services are available under separate Orders or agreements.

Each party may receive confidential information from the other.

The receiving party will protect confidential information using reasonable care and will use it only for purposes related to the parties' relationship.

Confidential information does not include information that:

• is publicly available without breach;
• was already lawfully known;
• is independently developed; or
• is lawfully received from a third party without a confidentiality obligation.

A party may disclose confidential information when required by law.

Foresight may process personal information as reasonably necessary to provide the Software and administer this Agreement.

Foresight will handle personal information in accordance with applicable privacy laws and its Privacy Policy.

Additional terms may apply to hosted services such as SpatialDrive.

Fees and other payment obligations for the Software and related services are established by Foresight's then-current commercial terms or applicable Order Form.

Internal Development fees, Distribution obligations, and SpatialDrive fees are governed by their applicable commercial terms or Order Form.

Taxes are additional unless expressly stated otherwise.

Foresight may suspend paid rights for material non-payment after reasonable notice.

Foresight may offer production pilots under an Order Form.

Pilot terms, duration, scope, and any credit toward a subsequent license are specified in the applicable Order Form.

This Agreement begins when accepted and continues until terminated.

You may terminate this Agreement by ceasing use of the Software and deleting your copies.

Foresight may suspend or terminate rights for material breach if the breach is not cured within a reasonable period after written notice.

Foresight may immediately suspend access where reasonably necessary to address security threats, unauthorized distribution, material license evasion, unlawful use, or compromised credentials.

Termination does not eliminate payment, reporting, confidentiality, intellectual property, or other obligations that by their nature survive termination.

To the maximum extent permitted by law, the Software is provided "as is" and "as available."

Foresight disclaims warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, and error-free operation.

Foresight does not warrant that the Software will satisfy every requirement or operate without interruption.

Nothing in this Agreement excludes rights that applicable law does not permit the parties to exclude.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, revenue, goodwill, business opportunities, or data.

Except for liability that cannot legally be limited, each party's aggregate liability arising from this Agreement is limited to the fees paid or payable by the Organization to Foresight during the twelve months preceding the event giving rise to the claim.

These limitations do not apply to liability that cannot legally be limited.

You will defend and indemnify Foresight against third-party claims arising from:

• your application content or data;
• your unlawful use of the Software;
• your unauthorized distribution of the Software; or
• infringement of third-party rights by materials supplied by you.

The indemnified party must promptly provide notice of the claim and reasonably cooperate with the defense.

You must comply with applicable export-control, sanctions, and trade laws.

You may not use or distribute the Software in violation of applicable restrictions.

You may not assign this Agreement without Foresight's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of your assets where the successor agrees to be bound by this Agreement.

Foresight may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of the business to which this Agreement relates.

Foresight may update this Agreement prospectively.

An updated Agreement does not retroactively change fees or royalties applicable to revenue already earned or rights already paid for.

Foresight may change its published commercial terms prospectively.

Commercial terms applicable to an active subscription or Order Form remain governed by its stated term unless otherwise provided in that subscription or Order Form.

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

The parties submit to the courts located in Ottawa, Ontario for disputes arising from this Agreement.

This Agreement and applicable Orders constitute the entire agreement concerning the Software.

If an Order Form conflicts with this Agreement, the Order Form controls only with respect to the specific subject matter expressly addressed in the Order Form.

If any provision is unenforceable, the remaining provisions remain in effect.

Failure to enforce a provision is not a waiver.

This Agreement may be accepted electronically.

Foresight Spatial Labs Corporation

430 Hinton Avenue South
Ottawa, Ontario K1Y 1B3
Canada

contact@fslabs.ca

For licensing, billing, Product registration, or other questions, contact Foresight at the email address above.