Geospatial Data for the Next Generation of Research & Discovery

ACADEMIC LICENSE AGREEMENT

This Academic License Agreement (“Agreement”) is entered into effective as of the date (the “Effective Date”) that the student wishing to license Vexcel’s product (“Licensee”) accepts the terms of this Agreement with Vexcel Imaging US, Inc., a Delaware corporation (“Vexcel,” and together with Licensee, the “Parties”) by checking the acceptance box. Licensee represents that Licensee is a student at an accredited academic institution. In consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

“Commercial Purpose” means redistribution, retransmission, or publication for the benefit of a third party, regardless of whether it is done in exchange for a fee or other consideration, including without limitation: (a) advertising; (b) marketing or promotional use; (c) use in materials or services for which fees are received; and (d) use in any book, news publication, or journal.

“Licensed Content” means up to 1,000,000 tiles of imagery and 10,000 elements that are made available to Licensee in the sandbox.

“Vexcel API” means the application programming interface that Vexcel provides to enable programmatic access to Vexcel’s products.

“Vexcel Viewer” means Vexcel’s browser-based viewing application.

2. LICENSE TERMS

2.1 License Grant

Vexcel grants to Licensee during the Term a non-exclusive, non-transferable license to: (a) use, reproduce, and modify the Licensed Content; (b) create derivative works from the Licensed Content; and (c) use up to ten images in a scholarly article or paper published by Licensee; solely for Licensee’s personal use in connection with Licensee’s academic research or studies (the “License”). Vexcel may update the Licensed Content at any time.

2.2 License Restrictions

(a) Limitations on Use. Except as expressly permitted by Section 2.1, Licensee shall not: (i) copy, reproduce, modify, market, grant access to, display, distribute, sell, rent, lease, sublicense, assign, or commercially exploit the Licensed Content; or (ii) remove, bypass, or circumvent any electronic or other forms of protection included on or with the Licensed Content.

(b) No Commercial Use. Licensee shall not use the Licensed Content for any Commercial Purpose.

(c) Artificial Intelligence Programs. Licensee may not use the Licensed Content or derivatives of the Licensed Content in any artificial intelligence program that is trained on information submitted where such programs are available to third parties.

(d) Vectorized Representations. Licensee may not create any vectorized representations or similar derivatives of the product.

3. ACCESS

3.1 Access

Licensee may access the Licensed Content via the Vexcel API, the Vexcel Viewer, and, where applicable, via on-premises delivery. Vexcel grants Licensee a non-exclusive, non-transferable right to use the Vexcel API and Viewer during the Term. Vexcel does not guarantee availability and may terminate access without notice for abusive behavior.

3.2 Access Security

Licensee must keep login credentials secure and confidential and must promptly notify Vexcel of any unauthorized access or use.

4. OWNERSHIP

Vexcel owns all right, title, and interest in the Licensed Content, Vexcel products, copies thereof, customizations, and trademarks (collectively, “Vexcel Materials”). Except for the License, nothing transfers ownership to Licensee.

5. FEES

The License is provided free of charge. Any intentional or unintentional use beyond the Licensed Content or outside the Term shall be billed at Vexcel’s then-current rates, payable net 30 days from invoice.

6. LICENSEE COVENANTS

Licensee shall comply with all applicable laws, rules, and regulations in connection with use of the Licensed Content.

7. TERM AND TERMINATION

This Agreement remains in effect until terminated. Vexcel may terminate immediately upon breach. Upon termination, Licensee must cease use and destroy all Licensed Content.

8. DISCLAIMER

THE LICENSED CONTENT IS PROVIDED “AS IS.” VEXCEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VEXCEL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.

10. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.

11. GENERAL

This Agreement constitutes the entire agreement between the Parties. Amendments must be in writing. If any provision is unenforceable, the remaining provisions remain in effect.