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ACCEPTANCE OF THIS AGREEMENT IS REQUIRED AS A CONDITION TO PROCEEDING WITH ACCESS TO AND USE OF THE EARTHMOVER PLATFORM AND SOFTWARE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE EARTHMOVER PLATFORM AND SOFTWARE.

PART I: EARTHMOVER PLATFORM TERMS​

Last updated: January 20, 2026

1 - RIGHT TO USE EARTHMOVER PLATFORM​

1.1 - Earthmover Service Platform​

Earthmover will make its Software-as-a-Service platform (the "Earthmover Platform") available to you pursuant to this Agreement ("Agreement"). Subject to the terms and conditions of this Agreement, Earthmover hereby grants you the limited, nonexclusive, non-transferable (except as expressly set forth herein), non-sublicensable right to access and use the Earthmover Platform during the term of this Agreement. The foregoing license includes the right to access and use the application programming interface ("API") made available as part of the Earthmover Platform within your products and services that use Earthmover functionality or data ("Your Products").

1.2 - Earthmover Software​

Certain downloadable software components will be provided by Earthmover for your use (the "Earthmover Software"). Subject to the terms and conditions of this Agreement, Earthmover hereby grants you the limited, nonexclusive, non-transferable (except as expressly set forth herein), non-sublicensable right and license to install, copy and use the Earthmover Software for the purpose of your use of the Earthmover Platform. With respect to any Earthmover Software identified as a software development kit or redistributable software, Earthmover further hereby grants you the limited, nonexclusive, non-transferable (except as expressly set forth herein), non-sublicensable right and license to distribute and incorporate such Earthmover Software as part of Your Products.

1.3 - Limitations​

The following limitations and restrictions will apply to the Earthmover Platform and Earthmover Software, where stated:

a. You will not provide or transfer your access to the Earthmover Platform to any other person. For clarity, the foregoing restriction does not limit your ability to make available Your Products that access the Earthmover Platform through the API in compliance with this Agreement.

b. Except as expressly permitted hereunder you will not and will not permit or authorize any third party to:

  • (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Earthmover Platform or Earthmover Software;
  • (ii) modify, translate or create derivative works based on the Earthmover Platform or Earthmover Software;
  • (iii) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on the Earthmover Platform or Earthmover Software; (iv) use the Earthmover Platform or Earthmover Software for time sharing or service bureau purposes or otherwise for the benefit of a third party;
  • (v) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Earthmover Platform or Earthmover Software or related systems, hardware or networks or any content or technology incorporated in any of the foregoing;
  • (vi) remove or obscure any proprietary notices or labels of Earthmover or its suppliers on the Earthmover Platform or Earthmover Software;
  • (vii) access or use the Earthmover Platform or Earthmover Software to develop or provide a competitive product or service; or
  • (viii) use the Earthmover Platform or Earthmover Software to collect, store, process or transmit any personally identifiable information or personal health information.

2 - OWNERSHIP; RESERVATION OF RIGHTS​

2.1 - Your Data​

a. You own the data that you provide or make available for processing by the Earthmover Platform and Earthmover Software ("Your Data").

b. You hereby grant to Earthmover a non-exclusive, worldwide, royalty-free, fully paid up, sublicenseable, right and license, during the term of this Agreement, to copy, distribute, display and create derivative works of and use Your Data to perform Earthmover's obligations under this Agreement.

c. You also hereby grant to Earthmover a non-exclusive, world-wide, royalty-free, fully paid up right and license, during the term of this Agreement, to derive analytical and statistical data (e.g., types and amounts of data) from Your Data ("Statistical Data"). Further, you acknowledges that Earthmover may collect data relating to your use of and interaction with the Earthmover Platform and Earthmover Software ("Usage Data"). Statistical Data and Usage Data are not Your Data and will not incorporate the contents of any Your Data. Statistical Data and Usage Data will be owned by Earthmover.

d. You reserve any and all right, title and interest in and to Your Data other than the licenses expressly granted to Earthmover under this Agreement.

2.2 - Earthmover Platform and Software Ownership; Reservation of Rights​

You acknowledge and agree that, as between the parties, Earthmover retains all rights, title and interest in and to the Earthmover Platform and Earthmover Software, all copies or parts thereof (by whomever produced) and all intellectual property rights therein. Earthmover grants no, and reserves any and all, rights other than the rights expressly granted to you under this Agreement with respect to the Earthmover Platform and Earthmover Software.

2.3 - Feedback​

You may from time to time provide suggestions, comments for enhancements or functionality or other feedback ("Feedback") to Earthmover with respect to the Earthmover Platform or Earthmover Software. You hereby grants Earthmover a royalty-free, fully paid-up, worldwide, transferable, sublicensable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback in whole or in part; and (b) use the Feedback in whole or in part, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback in whole or in part. For clarity, Your Data is not Feedback.

2.4 - Your Responsibilities​

You will (a) use commercially reasonable efforts to prevent unauthorized access to or use of the Earthmover Platform and Earthmover Software and notify Earthmover promptly of any such unauthorized access or use, and (b) use the Earthmover Platform and Earthmover Software only in accordance with its documentation and applicable laws and regulations.

2.5 - Earthmover Responsibilities​

Earthmover will implement and maintain reasonable administrative, physical and technical safeguards which attempt to prevent any collection, use or disclosure of, or access to Your Data that this Agreement does not expressly authorize.

3 - TERM, TERMINATION​

3.1 - Term​

The term of this Agreement will commence on the date of your signature and continue for one (1) year, unless earlier terminated as set forth herein.

3.2 - Termination​

Either party may terminate this Agreement for any reason upon written notice by email to the other party. You acknowledge that Earthmover may discontinue the service, or your access to it, at any time.

3.3 - Effect of Termination​

Upon any termination or expiration of this Agreement for any reason, Earthmover will delete any of Your Data stored or otherwise archived on the Earthmover Platform or on Earthmover's network (for clarity, subject to Earthmover's rights to retain and use Statistical Data and Usage Data under Section 2.1(c)), unless you enter into a new agreement with Earthmover to use the Earthmover Platform. Except as expressly stated herein, upon any expiration or termination of the Agreement, all rights granted hereunder and all obligations of Earthmover to provide the Earthmover Platform and Earthmover Software will immediately terminate and you will (i) cease use of the Earthmover Platform and Earthmover Software; and (ii) return or destroy all other copies or other embodiments of Earthmover's Confidential Information.

3.4 - Survival​

Upon expiration or termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 2.2 (Earthmover Platform and Software Ownership; Reservation of Rights), 2.3 (Feedback), 3.3 (Effect of Termination), 4 (Confidentiality), 5 (Disclaimer), 6 (Limitations of Liability; Indemnification), and 7 (General) will survive.

4 - CONFIDENTIALITY​

As used herein, "Confidential Information" means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by either party (the "Disclosing Party") that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other party (the "Receiving Party"); provided, however, that a Disclosing Party's business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified. Earthmover's Confidential Information includes, without limitation, the Earthmover Platform, Earthmover Software and the terms of this Agreement. Your Confidential Information includes, without limitation, Your Data (subject to the rights expressly granted to Earthmover herein). Information will not be deemed "Confidential Information" if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party and without an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party. Each party acknowledges that the Confidential Information constitutes valuable trade secrets and proprietary information of a party, and each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party's prior written consent, except as otherwise permitted hereunder. Each party will use reasonable measures to protect the confidentiality and value of the other party's Confidential Information. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement. Upon the termination of this Agreement, each Receiving Party agrees to promptly return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party that is in the possession of the Receiving Party and to certify the return or destruction of all such Confidential Information and embodiments thereof.

5 - DISCLAIMER​

YOU ACKNOWLEDGE AND AGREE THAT THE EARTHMOVER PLATFORM AND EARTHMOVER SOFTWARE ARE IN BETA AND ARE PROVIDED ON AN "AS-IS" BASIS AND EARTHMOVER DISCLAIMS ANY AND ALL WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NEITHER PARTY WARRANTS AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY OR AGAINST INFRINGEMENT. NEITHER PARTY WARRANTS THAT THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY ARE ERROR-FREE OR THAT OPERATION OF SUCH PARTY'S PRODUCTS OR SERVICES WILL BE SECURE OR UNINTERRUPTED. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.

6 - LIMITATIONS OF LIABILITY; INDEMNIFICATION​

6.1 - Disclaimer of Consequential Damages​

NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT WILL EARTHMOVER BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND HEREUNDER, INCLUDING ANY DIRECT, SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF EARTHMOVER HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF. TO THE EXTENT THE FOREGOING IS INEFFECTIVE UNDER APPLICABLE LAW, EARTHMOVER'S MAXIMUM AGGREGATE LIABILITY HEREUNDER WILL BE ONE HUNDRED DOLLARS ($100). EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT EARTHMOVER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH PROVISIONS.

6.2 - Indemnification​

You will indemnify, defend and hold Earthmover and the officers, directors, agents, and employees of Earthmover ("Earthmover Parties") harmless from Liabilities that are payable to any third party or incurred by the Earthmover Parties (including reasonable attorneys' fees) arising from, directly or indirectly, any claim, demand or allegation by a third party arising from or related to (a) any use or disclosure by you of the Earthmover Platform or Earthmover Software in violation of this Agreement or (b) any claim that Earthmover does not have the right to use Your Data as permitted by this Agreement.

7 - GENERAL​

You may not provide access to the Earthmover Platform or Earthmover Software to any person or entity that is (a) identified on the Specially Designated Nationals List or Foreign Sanctions Evaders List of the Office of Foreign Assets Control, U.S. Department of the Treasury, as amended from time to time; (b) located in Cuba, Iran, North Korea, Sudan, Syria, or any other country that is subject to U.S. economic sanctions prohibiting such access; or (c) otherwise unauthorized to have such access under any law or regulation of the United States or any non-U.S. authority of competent jurisdiction. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. You may not assign this Agreement without Earthmover's prior written consent. Any assignment or attempted assignment by either party otherwise than in accordance with this Section 7 will be null and void. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. You acknowledge that any unauthorized use of the Earthmover Platform or Earthmover Software will cause irreparable harm and injury to Earthmover for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, you further agree that Earthmover will be entitled to injunctive relief in the event you use the Earthmover Platform or Earthmover Software in violation of the limited license granted herein or use the Earthmover Platform or Earthmover Software in any way not expressly permitted by this Agreement. Each party agrees that it will not, without prior written consent of the other, issue a press release regarding their business relationship. Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters. This Agreement will be governed by the laws of Delaware without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in Delaware and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

PART II: EARTHMOVER MARKETPLACE TERMS​

Last updated: January 20, 2026

INTRODUCTION​

Earthmover is a technology company which has developed a Software-as-a-Service platform (the "Platform") for analyzing scientific data in the cloud. To accompany its platform and assist its users in acquiring or licensing valuable data, software and other intellectual property, Earthmover has established a marketplace (the "Earthmover Marketplace" or "EMP") to facilitate the licensing of products to its users by third parties.

These terms and conditions (the "Marketplace TOS") govern the access use of any data, software, or services (each a "Product") by a party acquiring, purchasing or licensing a Product (the "Data Consumer") offered by a data provider ("Data Provider") in the Earthmover Marketplace (the "Marketplace"), with the condition that Data Providers offering only products licensed under Creative Commons terms are bound by the specific TOS for such products found at https://docs.earthmover.io/terms-of-service.

From time to time, Data Providers or Data Consumers and Earthmover may enter into Orders pursuant to which Customer may either provide Products as a Provider or purchase Products as a Consumer, pursuant to these Marketplace TOS. These Terms and Conditions apply to any attached Order and all subsequent Orders to the exclusion of any other terms or conditions that either party seeks to impose or incorporate or that are implied by course of dealing. In the event of any conflict between these Marketplace TOS and any Order, the terms and conditions in such Order shall govern with respect to such Order.

RIGHT TO USE EARTHMOVER MARKETPLACE​

Earthmover Service Platform. Earthmover will make its Platform available to its Authorized Users pursuant to a separate agreement and order form (a "Service Agreement"). "Authorized Users" means Provider/Consumer's employees and contractors that Provider/Consumer designates by name and in writing to Earthmover as needing access to the Earthmover Platform or Earthmover Marketplace. A Service Agreement is not necessary in order to view the Earthmover Marketplace or its Products. However, utilizing the Service in connection with the Marketplace, including by querying, subscribing, or making other use of any Products, may subject Consumer to charges for those features as applicable.

Earthmover Marketplace. The Marketplace provides data providers with the ability to offer, license, and sell Data Products as a Provider and purchase Data Products as a Consumer. Data Providers may create, share, manage access to, and access Products using the Service, as described in the Documentation. Earthmover will make the Marketplace available to Data Providers and their Authorized Users as a Provider and/or Consumer, in accordance with these Marketplace Terms, the Terms of Service, and the Documentation. The availability of any Product in the Marketplace does not imply Earthmover's endorsement of such Product or any affiliation with the Provider of such Product. Earthmover may itself list Products on the Marketplace, in which case, all terms and conditions applicable to Providers hereunder shall apply to Earthmover as a provider of a Product.

License Grant to Consumer. Data Provider hereby grants to Data Consumer, and each of their Authorized Users, a non-exclusive, non-transferable, revocable (as described herein), worldwide, and royalty-free license to access, use, deploy, operate, and receive the Product subject to and in accordance with this Agreement, and any Provider policies provided to Consumer. Provider retains all rights not expressly granted to Consumer under this Agreement.

Earthmover as Consumer. Provider additionally grants Earthmover a limited, non-exclusive, revocable (as described herein), worldwide, and royalty-free license to access, use, copy, display, and perform (whether publicly or otherwise) the Product to demonstrate use of Earthmover's products and services, including the Marketplace, to Earthmover Customers or prospective Earthmover Customers in a private or public setting, including Earthmover marketing events.

Data Provider Responsibilities. Data Provider will (a) use commercially reasonable efforts to prevent unauthorized access to or use of the Earthmover Marketplace (or any other software provided by Earthmover, including the Earthmover Platform or any Product provided by Earthmover) and notify Earthmover promptly of any such unauthorized access or use, and (b) use the Earthmover Marketplace only in accordance with its documentation and applicable laws and regulations.

Responsibility for Data Consumer's Authorized Users. With respect to Authorized Users that Data Provider allows to use the Product: (i) Data Provider remains responsible for all obligations hereunder arising in connection with such Authorized Users' access and use of the Marketplace or Product; and (ii) Data Provider agrees to be directly liable for any and all acts and omissions by such Authorized Users to the same degree as if such acts or omissions were performed by Data Provider, such that a breach by an Authorized User of the provisions of this Agreement will be deemed to be a breach by Data Provider.

AI Technology. To the extent that a Data Product listed in the Marketplace includes or uses artificial intelligence or machine learning services or technology ("AI Technology"), and without limitation to any different allocation of risk as may be directly agreed upon between the relevant Provider and Consumer, Data Provider acknowledges and agrees that (i) Data Provider is responsible for all acts, omissions, results, decisions, and consequences arising from Consumer's use of the AI Technology, including compliance with any applicable obligations or restrictions arising from data protection laws and agreements, intellectual property laws, and laws and regulations governing the use of AI Technology; and (ii) the AI Technology is not designed for use with any sensitive, critical, vulnerable, or hazardous systems or environments, use that could result in harm to persons or property, or use that could violate individual rights.

RIGHTS AND OBLIGATIONS OF DATA PROVIDERS​

Provider Materials. Data Provider is solely responsible for all materials provided to Data Consumers, including the accuracy, content, legality and compliance of such materials with this Agreement. Provider represents and warrants that it has all necessary rights and permissions to license and, if applicable, sell its Products.

Participation Terms. As a condition of participation in the Earthmover Marketplace, Data Provider is responsible for providing a sample, preview, subset, or otherwise viewable or usable version of a data set for which access shall be free of Data Provider subscription cost to the Data Consumer.

Listing Terms. Provider shall provide potential Consumers with the terms governing the use of a particular Product (the "Listing" or "Listing Terms"). A Listing shall at a minimum include a description of the product, license information for the product, any Provider specific terms of use and the conditions for termination of such use, as well as any other provisions or restrictions applicable to the use of the Product. Listing Terms may include price as set by Provider, or price as negotiated for Provider by Earthmover, as per the Revenue Share agreement between Earthmover and Provider. Provider shall ensure that all Listings are in compliance with the terms of this Agreement as well as all applicable laws and regulations. Provider is responsible for ensuring that Listing Terms include, at a minimum, terms providing that: (i) the agreement is solely between Provider and Consumer, and not Earthmover; and (ii) Provider is solely responsible and liable for its Product and any related materials and obligations under the Listing Terms, including any maintenance and support services; (iii) Earthmover shall have the right to stop provision or terminate the license of any Product for any reasonable cause as set forth in Section 2.4 below.

Subscription Based Products. Products licensed or provided by Provider may be static in nature or may be provided or updated on a recurring or subscription basis. The Listing Terms provided by Provider must set forth the specific details of how the Data Consumer may access the product, for how long a subscription lasts, and renewal terms for such subscription, including any notices required for automatic renewal as required by law.

Commercial Relationship Between Data Provider and Earthmover. Data Providers that list paid products on the Earthmover Marketplace shall be subject to a revenue sharing agreement with Earthmover specific to named Data Providers and appended to this agreement as Exhibit A. See Exhibit A for specific commercial arrangements between Earthmover and Data Provider.

Cessation of a Product Offering. In the event that Provider stops offering a Product in the Marketplace or ceases the continued provision of a Product provided on a subscription basis, Provider will allow Consumers who are accessing or using such Product(s) to continue to access and use such Product(s) for the duration of term specified in their Order Form. Earthmover shall have the right to terminate the offering or provision of any Product and de-list it from the Marketplace for any reasonable cause, such as breach of any provision by Provider or Consumer, threat of suit by any third party, security concerns or breach of security, or any failure to comply with any applicable law. See also Section 8.0: The Earthmover Marketplace requires sixty (60) days notice of Data Provider intent to cease offering a product.

Earthmover Review. Earthmover may review any Product and related materials for quality, scientific accuracy, security and compliance with this Agreement. Earthmover retains full rights to request changes and or deny listing or sale of any particular Product and/or its related materials. Provider may not advertise or rely on any review or approval by Earthmover as part of its own compliance activities.

Support. Provider acknowledges and agrees that Provider is solely responsible for addressing support and maintenance matters relating to its Products from Consumers regarding quality, content, errors, or refunds. Excessive complaints from Consumers regarding failure to timely resolve issues may result in termination of a Product listing and/or this Agreement and the cessation of the ability to provide Products through the Earthmove Marketplace.

Notice of Security Breach. Data Provider must immediately inform Earthmover of any third party notice of threatened or possible incident or breach of security for any Product, and in no case greater than twenty-four (24) hours after Data Provider has been notified of the potential or threatened breach.

Export Control. Provider agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Provider acknowledges that the Marketplace is available in countries around the world (excluding countries, or parts thereof, that are subject to a complete U.S. government embargo) and that Provider has all rights needed for Provider to offer Products available through the Marketplace for use by Consumers in such countries. Without limiting the foregoing, Provider: (i) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country, or part thereof, that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country; (ii) will not (and will not permit any third parties to) access or use the Marketplace in violation of any U.S. export embargo, prohibition, or restriction; and (iii) will not offer or share any information that is controlled under the U.S. International Traffic in Arms Regulations via the Marketplace.

Monitoring of Consumer Use. Provider acknowledges that Earthmover has no control over or responsibility for how Consumers use Products or related materials and Earthmover is under no obligation to monitor or otherwise limit Consumers' use of any Product, including its function or data it uses or produces. Provider's sole recourse for any actual or apparent misuse of a Product or its related materials, or any Listing Terms by a Consumer shall be to seek remedies directly from the applicable Consumer.

RIGHTS AND OBLIGATIONS OF DATA PROVIDERS AND DATA CONSUMERS​

Responsibility for Provider Materials. Data Provider is solely responsible for all materials provided to Data Consumers, including the accuracy, content, legality and compliance of such materials with this Agreement. Earthmover bears no responsibility or liability for Products or related materials and makes no representations as to their completeness, accuracy, reliability, validity, availability, security, or timeliness. Consumer acknowledges that Provider is responsible for addressing any claims relating to the Products or Consumer's access and/or use of the Products, including any (i) intellectual property or product liability claims, (ii) claims that a Product infringes or otherwise violates third-party rights or fails to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer protection or similar legislation, (iv) obligations required under applicable data protection laws, and (v) security-related claims. Customer is solely responsible for evaluating whether Product(s) meet its requirements, including security requirements.

Support Provided by Data Product Provider. Data Consumer acknowledges and agrees that the Provider will be solely responsible for addressing any inquiries, requests, complaints, claims, or support or maintenance matters, including those related to quality, content, errors, or refunds, relating to its Provider Materials. Any such inquiries, requests, complaints, claims, or support or maintenance matters should be directed to the applicable Provider and if sent to Earthmover shall be redirected to Provider.

Termination of Access to Products. Data Consumer acknowledges and agrees that Earthmover may limit, suspend, or terminate Provider's ability to access or use the Marketplace for a variety of reasons, including consumer complaints, privacy or security violations or breach of any agreement with Earthmover. Additionally Data Provider may at any time stop offering a Product, subject to the terms applicable to the Provider in this Agreement or related policies. Earthmover shall not be liable for any cessation of use of or access to the Products for any reason whatsoever. All recourse for any violation of terms or conditions between Data Customer and Data Provider must be brought against Data Provider.

Listing Terms. Prior to accessing or using any Product, Consumer shall enter into Listing Terms with the relevant Provider. Consumer acknowledges and agrees that the agreement for use of any Product is solely between Consumer and the Provider of a Product. Consumer acknowledges and agrees that (i) to the extent that Consumers Authorized Users accept a Provider's Listing Terms within the Marketplace, such acceptance shall be binding on Consumer; (ii) Earthmover does not guarantee that any attempts by Customer to enter into a purchase of a Product (a "Transaction") will be accepted or approved by any Provider; and (iii) except where Earthmover is the applicable Provider, Earthmover (a) is not a party to any such Listing Terms, (b) is not responsible for the delivery of any Product, and (c) disclaims all responsibility and liability arising from or related to such Listing Terms.

Payments. Consumer is solely responsible for payment of the Product purchased. Consumer will pay all amounts set forth on the invoice sent by Earthmover or its delegate within the period specified in the invoice.

Net of Taxes. All amounts payable by Consumer hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, know-how payments, customs, privilege, excise, sales, use, value-added and property taxes (collectively "Taxes"). Consumer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Earthmover. Consumer will not withhold any Taxes from any amounts due to Earthmover.

Data Shared by Earthmover with Provider. Consumer acknowledges and agrees that Earthmover may share information relating to Consumer's procurement, purchase, access, and use of a Product, including Usage Data, general Account details, and contact information (including identifying Customer and Customer's Users in connection with such information) (the "Personal Data"), with the applicable Provider, as described in the Documentation. Earthmover will share any Personal Data contained within such information in accordance with Earthmover's Privacy Policy. Providers may use such Personal Data in accordance with their respective privacy notices provided to Consumer during the Transaction, including to market their other Products. Consumer may obtain the Provider's contact information and information regarding the Provider's processing of Personal Data from the Provider's privacy notice.

Consumer Use. Consumer acknowledges that Earthmover has no control over or responsibility for how Consumers use Products or any materials provided by Providers. Earthmover is under no obligation to monitor or otherwise limit Products or Consumers' use of any Product including use of any database functions in a Product or use of any information from a Product or use of any AI Technology contained in any Product.

RIGHTS AND OBLIGATIONS OF EARTHMOVER​

Security of Data Provider Data. Earthmover will implement and maintain reasonable administrative, physical and technical safeguards which attempt to prevent any collection, use or disclosure of, or access to Data Provider Data that this Agreement does not expressly authorize.

Support for Marketplace. Earthmover will provide technical support to Data Provider's employees for issues and questions arising from the operation of the Earthmover Marketplace.

Third Party Notices. Provider will promptly handle any take-down requests or third party complaints or other notices of alleged infringement, illegality of violation of third party rights or privacy rights or breach, and will promptly notify Earthmover of any such take-down. Earthmover reserves the right to take down any Product for any reasonable cause, such as threat of any suit or violation of any law, privacy right, security breach or claim of infringement.

DATA USAGE​

Data Provider Data. Data Provider owns the data provided or made available by Data Provider for processing by the Earthmover Marketplace ("Data Provider Data").

Earthmover Data. Data Provider hereby grants to Earthmover during the Term, a non-exclusive, world-wide, royalty-free, fully paid-up license to (i) use the Data Provider Data to perform its obligations under this Agreement, and (ii) derive analytical and statistical data (e.g., types and amounts of data) from the Data Provider Data ("Statistical Data"). Further, Data Provider acknowledges that Earthmover may collect data relating to Consumer's use of and interaction with the Earthmover Marketplace and/or Platform and Earthmover Software ("Usage Data"). Statistical Data and Usage Data are not Data Provider Data and will not incorporate the contents of any Data Provider Data. Statistical Data and Usage Data will be owned by Earthmover.

Provider may receive Consumer's contact information (as it exists in Consumer's user profile), general account details, and details about the Listing Terms and use of the Products, including usage metrics which identify Consumer, and Consumer agrees that Provider may use such information only for the purposes set forth in this Agreement and its privacy notice provided to Consumer during the Transaction, which may include marketing other products listed by Provider on the Marketplace.

When offering the Product through the Marketplace, Provider shall not disclose or reveal sensitive personal information to Consumer. If any personal information is included within Provider's Product, Provider represents and warrants that it complies with all applicable laws, including that Provider collects, discloses, transfers, and maintains the personal information in accordance with such laws (e.g., obtaining any required consents).

Data Provider reserves any and all right, title and interest in and to the Data Provider Data other than the licenses expressly granted to Earthmover under this Agreement.

OWNERSHIP; RESERVATION OF RIGHTS​

Provider Ownership. Provider retains all right, title and interest it may have in and to the Product, including all patent, copyright, trademark, trade secret, and other intellectual property rights therein. Nothing in this Agreement will be construed or interpreted as granting to Consumer any rights of ownership or, except as expressly provided herein, any other interest, including all patent, copyright, trademark, trade secret and other intellectual property rights, in or to the Product.

Marketplace Ownership. Earthmover retains all right, title and interest it may have in and to the Earthmover Marketplace, including all patent, copyright, trademark, trade secret, and other intellectual property rights therein. Nothing in this Agreement will be construed or interpreted as granting to Data Provider any rights of ownership or, except as expressly provided herein, any other interest, including all patent, copyright, trademark, trade secret and other intellectual property rights, in or to the Marketplace.

Use Restrictions. Except as specifically provided in this Agreement, neither Data Consumer nor any of its Authorized Users may: (i) copy the Product, or any material subset thereof; (ii) modify or create derivative works or improvements to the Product, or any material subset thereof, in order to build a competitive product or service; (iii) publish, disseminate, distribute, or provide access of any kind to the Product, or any material subset thereof, to any third party; (iv) sell, sublicense, loan, lease, assign, authorize others to access, use, disclose, or attempt to grant any rights to, the Product, or any material subset thereof, to third parties; (v) except as permitted by law, decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Product; (vi) use the Product or any material subset thereof to act as a consultant, service bureau, or application service provider to third parties; or (vii) to the extent the Product is provided in a manner that does not identify an individual, use the Product to create, generate, or infer any information relating to the identity of an individual. Consumer will not remove, delete or alter any trademarks, copyright notices, or other proprietary notices of Provider or its licensors, if any. For the avoidance of doubt, nothing in this Agreement prohibits Consumer from independently developing or building a competitive product or service to a Product.

FEES; PAYMENT TERMS​

Fees; Payment Terms. Consumer will pay fees for Products at such times as indicated on the applicable Order(s) or Order process. If payment of any fees is not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law and Consumer will pay all reasonable expenses of collection. In addition, if any past due payment has not been within thirty (30) days from the time such payment is due, Earthmover or Provider may suspend access to the Product until such payment is made. At its discretion, Earthmover may increase the pricing stated on the applicable Order for any renewal upon giving Consumer at least sixty (60) days' notice (which may be sent by email) prior to the end of the then-current term.

TERM, TERMINATION​

Term. The Initial Term of this Agreement (as defined in the applicable Order) will commence on the Effective Date (as defined in the applicable Order) and continue until the conclusion of the Initial Term. Thereafter, unless the Agreement terminates earlier in accordance with the terms of this Agreement or an Order expressly states otherwise, the Agreement will automatically renew for additional one (1) year terms (each, a "Renewal Term" and, together with the Initial Term, the "Term") unless either party delivers to the other party written notice at least sixty (60) days prior to the end of a Term of the party's intent not to renew.

Term. Either party may terminate this Agreement for convenience at any time upon 60 days' notice to the other party.

Termination. In addition to any other remedies it may have, either party may terminate this Agreement if the other party breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days' after receiving written notice thereof. Data Provider may stop using the Marketplace at any time, subject to the provisions of any Listing Terms to which it has entered. Earthmover will have no liability to Data Provider for any limitation, termination, or suspension of access to or use of the Marketplace, nor will the limitation, termination, or suspension of such access or use: (i) limit any other rights or remedies Earthmover may have; (ii) entitle Data Provider to any refund, either as a Provider or Consumer; (iii) affect Data Consumer's obligation to pay all Fees and taxes, as applicable, due or otherwise accrued through the date of limitation, suspension, or termination.

Wind-Down Period. In the event that this Agreement expires or terminates (other than by Earthmover for cause, pursuant to Section 8.3), upon Data Provider's written notice to Earthmover prior to sixty (60) days of the effective date of expiration or termination, Earthmover agrees to continue to provide access to the Earthmover Marketplace for a mutually agreed upon period of time at the then-current fees, if any (the "Wind-Down Period").

Effect of Termination. Data Consumer will pay in full for the use of the Earthmover Platform up to and including the last day on which the Earthmover Platform is provided. Consumer will pay in full for the use of any Product up to and including the last day on which the Product is licensed in accordance with the Listing Terms. Upon any termination or expiration of this Agreement for any reason (including the expiration of any Wind-Down Period), Earthmover will delete any Data Provider Data stored or otherwise archived on the Earthmover Marketplace or on Earthmover's network (for clarity, subject to Earthmover's rights to retain and use Statistical Data and Usage Data under Section 5.2). Except as expressly stated herein, upon any expiration or termination of the Agreement (including the expiration of any Wind-Down Period), all rights granted hereunder and all obligations of Earthmover to provide the Earthmover Marketplace will immediately terminate and Data Provider will (i) cease use of the Earthmover Marketplace; and (ii) return or destroy all other copies or other embodiments of Earthmover's Confidential Information.

Survival. Upon expiration or termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 2.2 (Earthmover Platform and Software Ownership; Reservation of Rights), 2.3 (Feedback), 3 (Fees; Payment Terms), 4.3 (Wind-Down Period), 4.4 (Effect of Termination), 5 (Confidentiality), 7 (Limitations of Liability; Indemnification), and 8 (General) will survive.

CONFIDENTIALITY​

As used herein, "Confidential Information" means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by either party (the "Disclosing Party") that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other party (the "Receiving Party"); provided, however, that a Disclosing Party's business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified. Earthmover's Confidential Information includes, without limitation, the Earthmover Platform, Earthmover Software and the terms of this Agreement. Data Provider and Data Consumer's Confidential Information includes, without limitation, business plans, strategies, technology, research and development, current and prospective customers, billing records (subject to the rights expressly granted to Earthmover herein). Information will not be deemed "Confidential Information" if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party and without an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party. Each party acknowledges that the Confidential Information constitutes valuable trade secrets and proprietary information of a party, and each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party's prior written consent, except as otherwise permitted hereunder. Each party will use reasonable measures to protect the confidentiality and value of the other party's Confidential Information. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement. Upon the termination of this Agreement, each Receiving Party agrees to promptly return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party that is in the possession of the Receiving Party and to certify the return or destruction of all such Confidential Information and embodiments thereof.

REPRESENTATIONS, WARRANTIES AND DISCLAIMER​

Representations and Warranties. Each party represents and warrants to the other party that (a) such party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement and performance of its obligations hereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both parties. In addition, Earthmover represents and warrants that: (i) it will use commercially reasonable efforts to ensure that the Earthmover Marketplace does not contain any viruses or malware; and (ii) the Earthmover Marketplace will function and substantially conform with the applicable documentation provided by Earthmover.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE EARTHMOVER PLATFORM, EARTHMOVER SOFTWARE AND EARTHMOVER MARKETPLACE ARE PROVIDED ON AN "AS-IS" BASIS AND EARTHMOVER DISCLAIMS ANY AND ALL WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE LISTING TERMS, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING TO THE PERFORMANCE OR USE OF ANY PRODUCT. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NEITHER PARTY WARRANTS AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY OR AGAINST INFRINGEMENT. NEITHER PARTY WARRANTS THAT THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY ARE ERROR-FREE OR THAT OPERATION OF SUCH PARTY'S PRODUCTS OR SERVICES WILL BE SECURE OR UNINTERRUPTED. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.

LIMITATIONS OF LIABILITY; INDEMNIFICATION​

Disclaimer of Consequential Damages. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT WILL EARTHMOVER BE LIABLE TO DATA PROVIDER OR DATA CONSUMER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF EARTHMOVER HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

General Cap on Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EARTHMOVER'S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO EARTHMOVER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

Defense by Earthmover. Earthmover will defend Data Provider and the officers, directors, agents, and employees of Data Provider (the "Data Provider Parties") from settlement amounts and damages, liabilities, penalties, costs and expenses that are payable to any third party or incurred by the Data Provider (including reasonable attorneys' fees) arising from, directly or indirectly, any claim, demand or allegation by a third party that arises out of any copyright infringement claim or trade secret misappropriation claim that relates to the Earthmover Marketplace (except for claims for which Earthmover is entitled to indemnification under Section 11, in which case Earthmover will have no obligations with respect to such claim). Earthmover will have no liability or obligation under this Section 11.4 with respect to any Liability if such Liability is caused in whole or in part by (x) modification of the Earthmover Platform or Earthmover Software or Earthmover Marketplace by any party other than Earthmover without Earthmover's express consent; (y) the combination, operation, or use of the Earthmover Platform or Earthmover Software with other product(s), data or services where the Earthmover Platform, Earthmover Software or Earthmover Marketplace would not by itself be infringing; or (z) unauthorized or improper use of the Earthmover Platform, Earthmover Software or Earthmover Marketplace. If the use of the Earthmover Platform, Earthmover Software or Earthmover Marketplace by Data Provider has become, or in Earthmover's opinion is likely to become, the subject of any claim of infringement, Earthmover may at its option and expense (a) procure for Data Provider the right to continue using the Earthmover Platform, Earthmover Software or Earthmover Marketplace as set forth hereunder; (b) replace or modify the Earthmover Platform, Earthmover Software or Earthmover Marketplace to make it non-infringing so long as the Earthmover Platform, Earthmover Software or Earthmover Marketplace has at least equivalent functionality; (c) substitute an equivalent for the Earthmover Platform, Earthmover Software or Earthmover Marketplace or (d) if options (a)-(c) are not reasonably practicable, terminate this Agreement. This Section 11.4 states Earthmover's entire obligation and Data Provider's sole remedies in connection with any claim regarding the intellectual property rights of any third party.

Indemnification by Data Provider. Data Provider will indemnify, defend and hold Earthmover and the officers, directors, agents, and employees of Earthmover ("Earthmover Parties") harmless from Liabilities that are payable to any third party or incurred by the Earthmover Parties (including reasonable attorneys' fees) arising from, directly or indirectly, any claim, demand or allegation by a third party arising from or related to (a) an assertion that the Product, any data contained therein, content or other materials or services provided or made available by the Provider or the use thereof, infringe any patent, copyright or trademark rights of any third party, or are a misappropriation of any third party's trade secret, or contain any libelous, defamatory, disparaging, pornographic or obscene materials; (b) any breach by Data Provider or Data Consumer of its obligations, representations and warranties under this Agreement; (c) any gross negligence or willful misconduct related hereto by Data Provider or Data Consumer, (d) any nonconformance or violation by Data Provider or Data Consumer of any laws, rules, regulations or authorizations of any governmental or quasi-governmental agency, department or instrumentality; or (e) any claim that Data Provider has violated the privacy or data rights of a third party.

Procedure. If a Data Provider Party or an Earthmover Party becomes aware of any matter for which it believes it should be indemnified or defended under Section 11 as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against the such party by any third party (each an "Action"), such Data Provider Party or Earthmover Party will give the other party prompt written notice of such Action. Data Provider Party or Earthmover Party will cooperate, at the expense of the other party, with the other party and its counsel in the defense and Data Provider Party or Earthmover Party, as applicable will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing. Any compromise or settlement of an Action will require the prior written consent of both parties hereunder, such consent not to be unreasonably withheld or delayed.

GENERAL​

Data Provider may not provide access to the Earthmover Platform, Earthmover Software or Earthmover Marketplace to any person or entity that is (a) identified on the Specially Designated Nationals List or Foreign Sanctions Evaders List of the Office of Foreign Assets Control, U.S. Department of the Treasury, as amended from time to time; (b) located in Cuba, Iran, North Korea, Sudan, Syria, or any other country that is subject to U.S. economic sanctions prohibiting such access; or (c) otherwise unauthorized to have such access under any law or regulation of the United States or any non-U.S. authority of competent jurisdiction. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Data Provider may not assign this Agreement without Earthmover's prior written consent; provided however, that Data Provider may assign this Agreement to an acquirer of or successor to all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any assignment or attempted assignment by either party otherwise than in accordance with this Section 12.1 will be null and void. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. Data Provider acknowledges that any unauthorized use of the Earthmover Platform or Earthmover Software will cause irreparable harm and injury to Earthmover for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Data Provider further agrees that Earthmover will be entitled to injunctive relief in the event Data Provider uses the Earthmover Platform, Earthmover Software or Earthmover Marketplace in violation of the limited license granted herein or uses the Earthmover Platform, Earthmover Software or Earthmover Marketplace in any way not expressly permitted by this Agreement. All notices under this Agreement will be in writing and sent to the recipient's address set forth in the most recent Order and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement will be governed by the laws of Delaware without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in Delaware and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

Force Majeure. Except for payment obligations, each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party's financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a "Force Majeure Event"). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Except as otherwise agreed upon by the parties in writing, in the event such non-performance continues for a period of thirty (30) days or more, the party not affected by the Force Majeure Event may terminate this Agreement by giving written notice thereof to the other party. Upon the occurrence of any Force Majeure Event, the affected party will give the other party written notice thereof as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform.

Marketing Obligations. Each party agrees that it will not, without prior written consent of the other, issue a press release regarding their business relationship. Notwithstanding anything herein to the contrary, Earthmover may mention Data Provider and the relationship between Earthmover and Data Provider, accompanied by Data Provider's logo, in Earthmover's marketing collateral, website, and other promotional and marketing materials and such other activities as the parties may agree to in a separate writing.

Changes to Terms. Notwithstanding anything in these Terms to the contrary, Earthmover may update or change these Terms, including by posting updated terms on https://docs.earthmover.io/terms-of-service. For material changes or changes that may have material impact, Earthmover will provide reasonable notice to Data Provider or Data Consumer in accordance with Section 12.1. Any changes to these Terms will become effective 30 days after they are posted, except to the extent that the changes apply to new functionality, or are required by applicable law, in which case they will be effective immediately.

PART III: EARTHMOVER MARKETPLACE OPEN LICENSE DATA TERMS​

Last updated: January 20, 2026

The Earthmover Marketplace ("Marketplace") is offered by Earthmover PBC as part of its mission to empower people to use scientific data to solve humanity's greatest challenges. Use of the Earthmover Marketplace, both the provision of data products by Data Providers and the usage of data by Data Consumers, denotes agreement with the following terms:

The Earthmover Marketplace is a data marketplace for the listing of data by Data Providers for access by Earthmover Platform users, with the intent of improving access to scientific and technical datasets. Access to data provided by third party Data Providers is open to all Earthmover Platform users, for all purposes compatible with the license type the Data Provider specifies for each data product, and includes data products of various license types.

This Terms of Service applies only to data products listed on the Earthmover Marketplace that the Data Provider is offering under one of the Creative Commons license types:

  • No Rights Reserved (CC0)
  • Attribution (CC BY)
  • Attribution-ShareAlike (CC BY-SA)
  • Attribution-NoDerivatives (CC BY-ND)
  • Attribution-NonCommercial (CC BY-NC)
  • Attribution-NonCommercial-ShareAlike (CC BY-NC-SA)
  • Attribution-NonCommercial-NoDerivatives (CC BY-NC-ND)

Data Providers that choose to create paid listings for data products that are not licensed under a Creative Commons license may do so under a separate Terms of Service. The Terms of Service for Creative Commons data and the Terms of Service for commercial data products are distinct agreements that separately apply to Data Providers and Data Consumers.

The Data Provider is solely responsible for specifying the Creative Commons license type that applies to relevant data products offered on the Earthmover Marketplace, and for ensuring their right and title to that data under that license type.

The Data Provider is exclusively responsible for the content that they provide on the Earthmover Marketplace and shall indemnify and hold Earthmover PBC free and harmless in connection with their operation of the marketplace.

The Data Provider shall ensure that their content is suitable for open dissemination via the specified Creative Commons license type, and that it complies with these terms and applicable laws, including, but not limited to, copyright, privacy, data protection and intellectual property rights.

The Data Provider warrants that any data they make available through the Earthmover Marketplace does not contain sensitive personal data or PII, unless such data is either anonymised to an appropriate degree or fully consent cleared.

Access to data products on the Earthmover Marketplace licensed via Creative Commons is provided on an "as-is" basis. Data Consumers shall respect applicable license conditions. Use of content accessed through the Earthmover Marketplace does not transfer any intellectual property rights in the content to the User beyond those granted by the Creative Commons license type specified by the Data Provider.

Data Providers are solely responsible for the accuracy and completeness of their Listings on the Earthmover Marketplace. Earthmover reserves the right to approve such Listings in advance of publication or update.

Data Products may be made accessible from Data Provider's object storage, or from an Earthmover managed storage account, according to the arrangements made between each Data Provider and Earthmover PBC.

Data Consumers are exclusively responsible for their use of content, and shall indemnify and hold Earthmover PBC free and harmless in connection with their access or use.

The offering of a data product through the Earthmover Marketplace does not represent any approval or endorsement of such content by Earthmover PBC.

Earthmover reserves the right, without notice, at its sole discretion and without liability, (i) to alter, remove or block access to content that it deems to be inappropriate or insufficiently protected, and (ii) to restrict or remove access where it considers that use of Earthmover Marketplace interferes with its operations, violates these Terms of Use or applicable laws.

These Terms of Service are subject to change by Earthmover with 30 days advance notice to the Data Provider.

If you are unsure whether your intended use is in line with these Terms of Service (https://docs.earthmover.io/terms-of-service), or if you seek permission for a use that does not fall within these Terms of Service, please contact Earthmover at privacy@earthmover.io.