Version 1.0 - Published August 24, 2026

Spatial Studio License Agreement

This Agreement governs Spatial Studio and the included SpatialEngine authoring, development, and runtime components.

Spatial Studio and SpatialEngine development are free. Every person using a live internal Runtime Application must be covered as an Operational User. Customer-facing Runtime Applications are covered through the applicable Distributed Product license. Published prices are on the pricing page.

1. Agreement and acceptance

This Agreement is between FORESIGHT SPATIAL LABS Corporation ("Foresight") and the individual or entity that creates an account or uses the Software ("you"). You accept this Agreement by selecting the unchecked acceptance control when Foresight presents it during account creation or a later license prompt. Foresight will make a retainable copy available and will record the accepted version and acceptance event. Downloading, installing, accessing, or using the Software after acceptance remains subject to this Agreement. If you act for an entity, you represent that you have authority to bind it. If you do not accept this Agreement, do not use the Software.

A person below the age of majority may use the Software only through an educational institution or with a parent or guardian that accepts this Agreement and supervises the use.

2. Definitions

Affiliate. An entity that controls, is controlled by, or is under common control with your Organization. Control means ownership or authority over more than 50% of voting interests or management.

Author. A person who uses any Authoring Function through an individual Foresight account.

Authorized Personnel. Your employees and contractors or agents who act solely for your Organization, are bound by written confidentiality and use restrictions, and do not use the Software or a Runtime Application for their own benefit. Customers and entities outside your controlled Organization, including a non-controlled joint venture, are not Authorized Personnel.

Authoring Function. Using Spatial Studio, a SpatialEngine SDK, API, CLI, source interface, or development tool to create or modify an application, its project structure, code, build, or publication. It excludes application-specific data import, editing, analysis, computation, and export exposed as defined end-user interactions in a Runtime Application.

Beta Participant. An Organization or individual that accepts this Agreement and completes at least one authenticated Authoring session before General Availability.

Development Use. Learning the Software, authoring, development, testing, staging, and a controlled non-production demonstration to authorized participants or a prospective customer when no copy is delivered and no output is relied on for live work. Workforce, safety, certification, and operational-simulation training are not Development Use.

Distributed Product. A Product that undergoes External Distribution, except for a qualifying bespoke one-client application described in Section 9.

External Distribution. Giving anyone outside your Organization a copy of a Runtime Application or making one available to them. This includes client delivery, hosted or SaaS access, OEM, embedded, white-label, app-store, service-bureau, and multi-tenant use. It excludes a controlled Development Use demonstration when no copy is delivered.

Gross Product Revenue. Worldwide revenue attributable to Product licenses, subscriptions, access, hosting, features, mandatory bundled services, or advances, before expenses and regardless of whether you, an Affiliate, predecessor, successor, publisher, distributor, reseller, or another non-arm's-length party receives it. Taxes, refunds, SpatialDrive fees paid to Foresight, pass-through third-party cloud costs, and optional support or implementation services that are separately contracted, separately itemized, and sold at fair market value are excluded. Product access, Product hosting, mandatory services, and amounts above fair market value remain included. Revenue in a bundle must be allocated using standalone selling prices. If none exist, use a reasonable, consistently applied allocation supported by your ordinary accounting records. If no reasonable allocation can be supported, all revenue from the Product bundle is included. Amounts in another currency are converted to USD using the latest Bank of Canada daily rate published on or before the final day of the reporting quarter.

Gross Revenue. Revenue recognized in the ordinary course by your Organization and its Affiliates, before expenses, during the most recent rolling 12 months, under its usual accounting standard. Investment and financing proceeds are excluded.

General Availability. The date Foresight identifies in written notice as the end of the Spatial Studio Beta Period.

Internal Operational Use. Operational Use solely by your Organization, Affiliates, and Authorized Personnel, without External Distribution.

Logical TB. 1,000,000,000,000 bytes of customer payload measured before transport compression. Customer-requested repeated delivery counts again. Foresight retries, failed operations, internal replication, indexing overhead, caches, and temporary processing data are excluded.

Operational Use. Reliance on a Runtime Application to perform, support, monitor, automate, or make decisions for a live or recurring business, industrial, professional, regulatory, safety, or customer process, regardless of the data source. Development Use is excluded.

Operational User. A unique natural person authorized during an annual term to access a live internal Runtime Application, including to view, measure, annotate, comment, share, query, filter, compute, edit, export, trigger a workflow, or support an operational decision. A person counts once across all Runtime Applications, accounts, devices, sites, and roles. Authors and Authorized Personnel, including contractors, count when they receive that access.

Active Operating Site. A distinct physical mine, plant, mill, warehouse, terminal, construction project, field operation, campus, or other geographically discrete operational property at which, or for which, a Runtime Application supports Internal Operational Use. Adjacent facilities operated as one integrated location under common management count as one Active Operating Site. A corporate office used only for authoring, administration, or non-operational support, a cloud region, a replica, and a failover environment are not separate sites. An office or control centre used to monitor or make decisions for live operations counts. A site is active during an annual term if Internal Operational Use occurs for it at any time during that term.

Order. An order form or other written agreement accepted by you and Foresight that states paid quantities, fees, term, support, or additional rights.

Organization. The legal entity accepting this Agreement together with its Affiliates.

Product. One named Runtime Application or service offered under one brand for one substantially similar purpose. Versions, updates, ports, editions, rebrands, adaptations, successors, supported platforms, sites, departments, and customer configurations with substantially similar functionality or purpose count as the same Product. A materially different application serving a different primary purpose is another Product.

Production Deployment. One separately operated live SpatialDrive environment serving one Organization. Replicas, regions, failover, and non-live development and test environments for that environment count once. One Production Deployment may serve multiple Runtime Applications for the same Organization. A separately isolated live environment is another Production Deployment. Multi-tenant and OEM environments require custom terms.

Runtime Application. An application created with the Software that exposes defined end-user interactions without exposing general-purpose Authoring Functions or allowing extraction of the Software. Defined interactions may include application-specific data import, editing, analysis, computation, and export.

Runtime User. A person who runs or views a Runtime Application and does not use an Authoring Function. Each Runtime User of a live internal Runtime Application must be covered as an Operational User. Runtime access to a registered Distributed Product is covered by the applicable Product license.

Software. Spatial Studio and the SpatialEngine authoring, development, and runtime components, updates, documentation, and sample materials that Foresight provides under this Agreement. SpatialDrive, hosted compute, storage, support, and third-party data are excluded.

3. Ownership and base grant

Subject to this Agreement, Foresight grants you a limited, worldwide, non-exclusive, non-transferable, and non-sublicensable right during the applicable term to install and use the Software for Development Use. Development Use has no Author-seat fee. Operational Use and External Distribution require the rights stated below.

The Software is licensed and is not sold. Foresight and its licensors own the Software and all related intellectual property. Rights not expressly granted in this Agreement are reserved.

4. Beta use

The Beta Period continues until General Availability. During the Beta Period, any authenticated user may use the Software without license fees for Development Use.

An Organization with at least USD $1,000,000 in Gross Revenue may evaluate the Software during Beta, but may not use it to operate a live business process, provide a Runtime Application to a third party, or make a production deployment unless Foresight authorizes that use in writing.

Foresight does not operate paid Operational Use, External Distribution, or usage billing checks during Beta. Account authentication remains required. The absence of a technical check does not grant operational or distribution rights.

5. Free development and Community Operations

Every authenticated Author may use Spatial Studio and SpatialEngine Authoring Functions without an Author fee for Development Use. This includes unlimited Authors, internal applications, and development, test, staging, and qualifying demonstration environments. Free development alone does not grant Operational Use or External Distribution.

The following use remains free when it does not constitute Operational Use:

  • Personal: a natural person acts only on their own behalf for personal purposes without a business or professional purpose.
  • Educational: a school, college, university, library, teacher, or student uses the Software for teaching, learning, classroom work, or academic research. Institutional operations, consulting, and commercial training are excluded.
  • Non-commercial: the use provides no direct or indirect business, professional, revenue, operational, or competitive benefit.

Community Operations permit organization-wide Internal Operational Use without an annual fixed fee only while your Organization has less than USD $1,000,000 in consolidated Gross Revenue, no more than five Operational Users, and no more than one Active Operating Site. Community Operations include unlimited Authors and internal Runtime Applications within those limits, but do not permit External Distribution.

Community Operations include no paid support, maintenance commitment, or service level agreement. Government bodies and Organizations without recognizable revenue need written confirmation from Foresight before Operational Use.

An automated system may compile or package a project initiated and maintained by authenticated Authors without a separate fee. Providing a shared authoring service requires written rights from Foresight.

6. Operational eligibility

Gross Revenue is consolidated across your Organization and Affiliates. Revenue in another currency is converted to USD using the latest Bank of Canada daily exchange rate published on or before the last day of the applicable 12-month period. If the Bank of Canada does not publish the currency pair, use the exchange rate applied consistently in your Organization's financial reporting. A Product does not avoid Operational Use solely because that Product produces no revenue.

An annual term is the annual period stated in an Order. For Community Operations or another right without an Order, the first annual term begins when Internal Operational Use starts and each later annual term begins on its anniversary.

If a Runtime Application permits anonymous, shared-account, kiosk, device, or other access that does not reliably identify each person, your Organization must count the unique people authorized as shown by reliable access-control, employment, or role records. If reliable records do not establish that number, every employee and Authorized Personnel member eligible to use the live data or operational functions during the annual term counts as an Operational User. If that access is generally available at an Active Operating Site, all employees and Authorized Personnel assigned to the site during the annual term count. Shared accounts, terminals, and devices do not reduce the count.

You must state eligibility truthfully, attest at least annually to consolidated Gross Revenue, the number of Operational Users during the annual term, and Active Operating Sites, and update Foresight within 30 days after a revenue threshold, included allowance, or paid quantity in an Order is exceeded. Within that period, your Organization must accept or amend an Internal Operations Order or stop the excess Internal Operational Use. A true-up is the prorated difference between the amount paid and the required annual charge from the first day of the month in which the applicable revenue threshold was crossed, the additional Operational User first qualified, or the additional Active Operating Site became active through the end of the current Order term. A fee fixed in an accepted Order does not otherwise change during that Order term. Rates and unit fees fixed in an accepted Order do not otherwise change during that Order term.

On reasonable written request, an Organization must provide records reasonably sufficient to verify its eligibility. Foresight will treat non-public eligibility records as confidential and use them only for license administration and enforcement.

7. Internal Operational Use

Subject to this Agreement and, for paid use, an active Internal Operations Order and payment of the applicable charge, Foresight grants your Organization a limited right during the applicable annual term to use any number of Runtime Applications for Internal Operational Use by the covered Operational Users and at the covered Active Operating Sites.

EligibilityIncluded Operational UseAnnual charge
Less than $1,000,000 consolidated Gross RevenueUp to 5 Operational Users and 1 Active Operating SiteFree
Less than $10,000,000 consolidated Gross Revenue and not using Community OperationsUp to 25 Operational Users and 1 Active Operating Site$2,000 per Operational User, subject to a $10,000 minimum

An Organization with less than USD $1,000,000 in consolidated Gross Revenue may move from Community Operations to Growth pricing when it exceeds five Operational Users. Standard pricing applies when an Organization exceeds 25 Operational Users or one Active Operating Site, or has at least USD $10,000,000 in consolidated Gross Revenue. Its annual progressive user charge is calculated as follows. The rates apply marginally to the users in each band, rather than applying one rate to every user.

Operational User bandAnnual rate per user
First 250$2,000
Users 251 through 1,000$1,500
Users 1,001 through 5,000$1,000
Each user above 5,000$750

The standard annual site charge is USD $100,000 multiplied by the number of Active Operating Sites. The Internal Operations charge is the greater of the progressive user charge or the site charge. When the Growth limits are exceeded, the standard schedule applies to all Operational Users and Active Operating Sites for that annual term, not only to use above the allowance.

Every Internal Operations right includes unlimited Authors, internal Runtime Applications, departments, supported platforms, replicas, and failover environments, as well as unlimited Development Use. An Author becomes an Operational User when the Author accesses a live internal Runtime Application.

Contractors and agents acting solely for your Organization may use internal Runtime Applications as Authorized Personnel. They count as Operational Users when their use meets that definition, and their work may make a site active. Use for their own organization, another client, or any independent purpose is External Distribution. Internal Operations rights do not grant External Distribution or SpatialDrive rights.

8. Runtime use

Subject to this Agreement, Foresight grants your Organization a limited right to permit covered Operational Users to use internal Runtime Applications. Every person with access to a live internal Runtime Application must be covered through the applicable Internal Operations right and charge in Section 7.

A Runtime User may use only the interactions exposed by the Runtime Application. Runtime use may not expose general-purpose Authoring Functions, separable SpatialEngine SDK, API, or CLI access, or an extractable copy of the Software. External access or delivery must comply with the Distributed Product terms below.

9. Distributed Products and royalties

Subject to this Agreement, you may externally distribute a Runtime Application only as object code inseparably incorporated into a registered Product. You must register the Product with Foresight before its first External Distribution and provide end users terms that disclaim representations, warranties, conditions, and liabilities relating to the Software.

A registered Distributed Product covers its Runtime Users without a separate seat fee. The first USD $1,000,000 in lifetime Gross Product Revenue for each Product is excluded. You must pay Foresight a royalty equal to 5% of Gross Product Revenue above that lifetime exclusion. Lifetime Gross Product Revenue begins at the earlier of the first revenue or advance received specifically for a Spatial-enabled version after accepting this Agreement, or the first External Distribution of a version containing the Software. Revenue earned before that event is excluded. Revenue from Operational Use or External Distribution expressly authorized during Beta is also excluded from both the royalty and the lifetime threshold.

A Product has no annual royalty minimum before it crosses the USD $1,000,000 lifetime exclusion. Beginning with the calendar year in which it crosses that exclusion, and in each later calendar year in which the Product has Gross Product Revenue, a paid renewal, new External Distribution, or continuing subscription or hosted access, the minimum royalty for that Product is USD $50,000. Royalties calculated and paid at 5% for that Product are credited against its minimum for the same calendar year, and a minimum payment is credited against its 5% royalty for that same calendar year. Credits do not carry to another Product or calendar year and are not refundable.

You must certify lifetime Gross Product Revenue annually for every registered Product below the threshold. After crossing the threshold, you must report Gross Product Revenue and pay royalties within 45 days after each calendar quarter. A royalty paid on a recoupable advance is credited against the royalty later due when that advance is recouped from Product sales. Any amount needed to satisfy the annual minimum is due within 45 days after the end of the calendar year. Non-recoupable funding is included only when it purchases Product access, features, or a right to commercialize the Product.

A third-party customer may use a compliant Distributed Product operationally under its end-user terms without a separate Internal Operations Order. Your own Organization's Operational Use of the Product remains subject to the Community Operations or Internal Operations terms.

A Runtime Application created solely for one client is not a Distributed Product when a written agreement recognizes the client as author where legally effective or assigns all copyright interests that the developer owns, excluding the Software and third-party materials, and the developer does not distribute a reusable product core or substantially similar variation elsewhere. The client may use it privately within its Organization and must hold the organization-wide Internal Operations rights and pay the charge required by its Gross Revenue, Operational Users, and Active Operating Sites before relying on it for live work. Neither party may make another External Distribution.

OEM and white-label distribution require custom terms. Downstream authoring, shared authoring services, and a negotiated fixed-fee or royalty buyout also require a separate Order. You must keep complete Product revenue records from first External Distribution until at least three years after the Product is withdrawn and the final report and payment are due. Foresight may verify those records no more than once in 12 months on reasonable notice through an independent auditor. Foresight bears the audit cost unless an underpayment exceeds 5%.

You may distribute rendered images, video, reports, and data exports that contain no Software, subject to third-party content rights. You may share project files with a collaborator who has accepted this Agreement. Sharing project files does not authorize delivery of a Runtime Application outside these terms.

10. SpatialDrive

SpatialDrive, hosted compute, storage, streaming, ingestion, indexing, managed operations, and cloud infrastructure are licensed and charged separately. All streamed, ingested, and indexed quantities in this Section use Logical TB.

A self-service SpatialDrive Developer deployment has no annual platform minimum. On FSL Cloud, it is limited to 5 GB of stored data per deployment. It is charged USD $40 per Logical TB streamed and USD $4 per Logical TB of data ingested and indexed. Any Organization may use it for Development Use. It may support Internal Operational Use only while the Organization qualifies for Community Operations, including the limits of five Operational Users and one Active Operating Site. It may not support External Distribution, customer-facing access, multi-tenant use, or OEM use.

Developer service is best-effort, subject to published resource limits, and includes no service level, managed backups, paid support, or durability commitment unless separate terms state otherwise. A valid payment method is required for chargeable use. Foresight may suspend excessive or unpaid use.

Production SpatialDrive requires an active Production Order and any Internal Operations rights required for your own use. The Production Drive schedule is based on the number of Operational Users served by the Production Deployment during the Order year. For a customer-cloud deployment, the table's annual usage commitment is the BYOC annual amount. A Foresight-hosted deployment includes that same usage credit and adds the corresponding annual managed operations fee. Production SpatialDrive begins at the Growth amounts, including when the Organization otherwise qualifies for Community Operations:

Operational Users servedBYOC annual usage commitmentHosted managed operationsHosted annual total
Growth, up to 25$30,000$20,000$50,000
Up to 250$250,000$125,000$375,000
Up to 1,000$750,000$250,000$1,000,000
Up to 5,000$2,000,000$500,000$2,500,000
More than 5,000From $3,000,000From $1,000,000From $4,000,000

Production usage is charged at USD $25 per Logical TB streamed and USD $2.50 per Logical TB of data ingested and indexed. The full annual usage commitment is credited against those Production usage charges incurred by the same Production Deployment in the same Order year, whether the deployment is in a customer cloud or Foresight-hosted. The hosted managed operations fee is not usage-creditable. Unused usage credit is not refundable and does not carry to another deployment or Order year. Usage credit does not apply to managed operations, infrastructure, support, taxes, or other services unless the Order expressly states otherwise.

For Developer and Production deployments in a customer cloud, you pay the cloud provider directly. Foresight-hosted compute, storage, database, network, backup, and managed infrastructure are charged in addition. Developer prices are shown before deployment, and Production prices are stated in the Order. Those hosted rates are Foresight prices and are not limited to Foresight's underlying provider cost.

A customer-facing, multi-tenant, or OEM Production Deployment requires a separate Order with a total annual Drive commitment equal to the greater of USD $250,000 and the applicable customer-cloud or hosted annual amount above. Distributed Product royalties remain applicable unless the Order expressly replaces them. OEM deployment and redistribution require custom terms. A Production Order also controls deployment scope, overage billing, support, service levels, security, data processing, and termination.

11. Accounts and authentication

Every Author must use an individual account, protect its credentials, use required authentication controls, and report suspected compromise promptly. Accounts may not be shared or transferred.

The Software may connect to Foresight to authenticate accounts, maintain security, deliver requested connected features, register Products, record Internal Operations attestations, and administer accepted license rights. During Beta, authentication does not perform paid entitlement, royalty, or usage-billing enforcement. You may not evade or interfere with authentication or other security controls.

12. Projects, content, and feedback

You retain ownership of your project files, code, data, applications, and output, excluding the Software and Foresight sample materials. You are responsible for having the rights needed to use and share your content.

When you request a connected or hosted feature, you grant Foresight a limited, non-exclusive right to host, copy, transmit, and process the supplied content only as needed to provide that feature, maintain security, and comply with law.

You may provide feedback voluntarily. Foresight may use that feedback without restriction. Feedback does not include your project content or information you identify as confidential.

13. Account data and privacy

Foresight may process account identifiers, Organization and license information, Product registrations, Internal Operations attestations, login and session records, device and application version, IP address, and authentication diagnostics as needed to operate accounts, secure the Software, prevent fraud, administer licenses, and comply with law.

License authentication does not require you to submit project files, source code, model content, or customer data. Optional diagnostics and a cloud feature may process information or content that you choose to submit under the applicable privacy notice and service terms. Foresight will handle personal information under applicable privacy law and the privacy notice supplied with the account or service.

14. Restrictions

You must not:

  • share credentials, misstate Community Operations or revenue eligibility, understate Operational Users or Active Operating Sites, omit required Product revenue, or use or distribute a Product without the required rights;
  • bypass authentication, entitlement, security, technical protection, or usage controls;
  • copy, sublicense, sell, or distribute the Software except as expressly allowed;
  • provide Authoring Functions or separable Software to a person who has not accepted this Agreement, or provide the Software as a rental, resale, hosting, timesharing, or managed service except as expressly allowed for a Distributed Product;
  • remove ownership, copyright, trademark, or license notices;
  • use the Software or output to violate law, sanctions, export controls, or another person's rights;
  • introduce malicious code or interfere with Foresight systems or other users;
  • use Beta Software in a safety-critical system or where failure could cause death, injury, material property damage, or environmental harm; or
  • reverse engineer, decompile, disassemble, or derive source except to the extent applicable law prohibits that restriction.

Open-source and third-party components are governed by their stated notices and license terms. Those terms control for those components.

15. Beta risks and support

Beta Software is pre-release, may be incomplete, may change incompatibly, and may contain defects that cause errors, downtime, or data loss. Foresight provides no service level, maintenance, support, or commitment to release a generally available version. You assume these risks for any authorized Beta Operational Use, must maintain independent backups, and must not use Beta Software for safety-critical decisions.

16. Updates and changes

Foresight may update the Software. Foresight may also change this Agreement after giving reasonable notice. A material change applies only after renewed acceptance or at the next paid renewal. Foresight may make a prompt change required for law or security.

No change may create a retroactive fee for authorized Beta use or change fees already agreed for a current Order term. If you decline a new Agreement, you may stop using later versions and connected services. The accepted version continues to govern an already installed version to the extent technically and legally feasible.

17. Fees and beta price protection

Development Use authorized by this Agreement has no license fee. A fee arises only for Internal Operational Use that does not qualify for Community Operations, Distributed Product royalties, SpatialDrive, hosted services, support, or another accepted Order. Foresight will not invoice authorized Beta activity retroactively.

A Beta Participant may use the fixed fees, small-organization allowances, progressive Operational User rates, Active Operating Site rate, lifetime exclusion, royalty rate, annual royalty minimum, SpatialDrive usage commitments, hosted managed operations fees, and usage rates published on the pricing page dated August 24, 2026, at any time during the first 12 months after General Availability. The protected schedule applies through the Beta Participant's first 24 months under active paid Orders, including a renewal needed to complete those 24 paid months. Months without an active paid Order do not consume the protection. A lower public fee, minimum, user rate, site rate, or royalty rate, a larger allowance, or a higher public exclusion applies automatically.

The 5% royalty rate, USD $1,000,000 lifetime exclusion, and USD $50,000 annual royalty minimum in the Agreement version accepted when a Product is first registered remain fixed for that Product and its lineage. A lower later public rate or minimum, or a higher later public exclusion, applies automatically. A different rate, minimum, or exclusion applies only through an Order or your express acceptance of later terms for that Product.

Price protection covers the same legal entity and is non-transferable. It excludes taxes, hosted infrastructure charges, optional support, custom services, and negotiated royalty alternatives. Foresight will give at least 90 days written notice before charges begin or Community Operations eligibility materially changes. A Beta account does not convert automatically. Fixed fees require an accepted Order, and an Order keeps its agreed pricing through its stated term.

18. Term, suspension, and termination

This Agreement starts when you accept it and continues while you use the Software. A paid Order continues for its stated term. You may terminate by stopping use and closing your account, subject to accrued payment and reporting obligations.

Foresight may immediately suspend affected access for a credible security threat, unlawful use, credential compromise, payment default, unauthorized Operational Use, or unauthorized External Distribution. For another material breach, Foresight will give written notice and at least 10 days to cure. Foresight may end a free license on 90 days notice. Foresight may end a paid Order without cause only with a pro-rata refund of prepaid, unused fixed fees.

When this Agreement ends, you must stop using Authoring Functions and delete copies of the Software. A Runtime Application may continue only while it qualifies for Community Operations or remains covered by active paid Internal Operations rights or compliant Distributed Product terms. Properly distributed object-code copies delivered before termination may continue under their existing end-user terms, and a fixed-term end-user license may continue through its stated term. New copies, renewals, hosted access, updates, and other new External Distribution must stop unless an Order provides wind-down rights. Accrued royalties, reporting, record retention, payment obligations, and the restrictions needed to protect Foresight intellectual property survive. You may retain project files and Software-free exports.

19. Warranties

To the maximum extent permitted by law, the Software is provided "as is" and "as available." Foresight disclaims implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, and error-free operation.

Nothing in this Agreement excludes a statutory warranty, condition, remedy, or consumer right that applicable law does not permit the parties to waive.

20. Liability and business indemnity

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive, exemplary, or consequential damages, or loss of profit, revenue, goodwill, business opportunity, or data, arising from this Agreement, even if advised that the damage was possible.

Each party's aggregate liability is limited to fees paid or payable for the affected Order or Distributed Product during the 12 months before the event. For free Development Use, Community Operations, or Beta use, Foresight's aggregate liability is limited to CAD $100. These exclusions and caps do not apply where prohibited by law or to fraud, wilful misconduct, death or personal injury caused by negligence, payment obligations, or your unauthorized distribution or infringement of Foresight intellectual property.

If you are an Organization acting for business purposes, you will defend and indemnify Foresight against a third-party claim arising from your content, unlawful use, or External Distribution that this Agreement or an Order does not authorize, to the extent caused by you. This paragraph does not apply to a consumer or to a claim caused by Foresight.

21. Governing law and general terms

Ontario law and the federal laws of Canada applicable there govern this Agreement, excluding conflict-of-law rules. The parties submit to the courts located in Toronto, Ontario. This choice does not remove a mandatory consumer, privacy, language, or other right, or a right to bring a claim elsewhere that applicable law does not permit the parties to waive.

An Order controls a conflict about quantities, fees, term, support, or expressly identified additional rights. This Agreement controls all other Software use. You may not assign this Agreement without Foresight's consent. Foresight may assign it with its business or relevant assets if the successor assumes it. Community Operations eligibility and beta price protection cannot be transferred.

If a provision is unenforceable, it will be narrowed or severed while the remaining provisions continue. A failure to enforce is not a waiver. Foresight may send notice to the email address associated with your account. Legal notices to Foresight must be sent by registered mail to FORESIGHT SPATIAL LABS Corporation, 430 Hinton Avenue South, Ottawa, Ontario K1Y 1B3, Canada, with a copy sent through the Foresight contact page. This Agreement, accepted Orders, applicable service and privacy terms, and component notices form the entire agreement for the Software.