Terms of Service

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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. Earthmover's collection and use of personal information relating to your account is described in Earthmover's Privacy Policy (https://www.earthmover.io/privacy-policy). As set forth in Section 1.3(b)(viii), you may not use the Earthmover Platform or Earthmover Software to collect, store, process or transmit personally identifiable information or personal health information, and Earthmover therefore does not process personal data on your behalf under this Agreement.

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. If you registered for an Earthmover account without executing a separate written agreement, including any free account, the term commences on the date you registered that account and renews automatically for successive one (1) year periods until terminated as set forth herein.

3.2 - Termination

You may terminate this Agreement at any time upon written notice by email to Earthmover. Earthmover may terminate this Agreement, or discontinue the Earthmover Platform or your access to it, upon at least ninety (90) days' prior written notice by email. Notwithstanding the foregoing, Earthmover may suspend or terminate your access immediately if you breach this Agreement, if you violate applicable law, or if your continued access creates an imminent risk of harm to Earthmover, the Earthmover Platform or any third party. If you have executed a separate written agreement with Earthmover governing your access to the Earthmover Platform, the term and termination provisions of that agreement control over this Section 3.2 and over Section 3.1.

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 PROVIDED ON AN "AS-IS" BASIS AND EARTHMOVER DISCLAIMS ANY AND ALL WARRANTIES. ANY FEATURE IDENTIFIED BY EARTHMOVER AS ALPHA, BETA, PREVIEW OR EVALUATION IS PROVIDED FOR EVALUATION PURPOSES ONLY, MAY BE MODIFIED OR DISCONTINUED AT ANY TIME, AND IS EXCLUDED FROM ANY WARRANTY OR SERVICE COMMITMENT EARTHMOVER OTHERWISE MAKES. 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, except that where you have executed a separate written agreement with Earthmover governing your access to the Earthmover Platform, that agreement controls to the extent it conflicts with 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 CONSUMER TERMS

Earthmover PBC

Last updated: May 18, 2026

1 - INTRODUCTION

1.1 - Purpose

These Earthmover Marketplace Consumer Terms ("Consumer Terms") are entered into by and between Earthmover PBC ("Earthmover") and the entity or person agreeing to these terms as noted on the signature page of these Consumer Terms ("Customer") and govern Customer's access to and use of the Earthmover Marketplace ("Marketplace") as a Data Consumer. Participation in the Marketplace as a Data Provider is governed by Part III, as set forth in Section 4.

1.2 - Relationship to Platform Terms

These Consumer Terms are a separate agreement from any terms governing Customer's access to the Earthmover Platform, whether in the form of Earthmover's standard Terms of Service or a separately negotiated enterprise agreement (in either case, the "Platform Terms"). A Customer may be subject to both agreements or solely to these Consumer Terms. These Consumer Terms are fully operative on their own regardless of whether Customer has entered into the Platform Terms. If Customer has an active Platform Terms agreement with Earthmover, the Platform Terms govern in the event of a conflict with these Consumer Terms, except where these Consumer Terms expressly state otherwise. Customers not subject to the Platform Terms have no rights or obligations under the Platform Terms by virtue of these Consumer Terms alone. A person may be both a Data Consumer and a Data Provider. In that case these Consumer Terms govern that person solely in its capacity as a Data Consumer, and the Earthmover Marketplace Terms and Conditions in Part III govern it solely in its capacity as a Data Provider, including the order of precedence stated in Section 1.2 of Part III as to Marketplace matters. Neither agreement limits the other outside its own capacity.

1.3 - Acceptance

By accessing the Marketplace, or signing these Consumer Terms, Customer agrees to be bound by them. The individual accepting on behalf of Customer represents they have authority to do so. Enterprise customers may negotiate modifications by separate written agreement signed by authorized representatives of both parties; that signed agreement controls to the extent it conflicts with these Consumer Terms.

1.4 - Updates

Earthmover may update these Consumer Terms from time to time. Updated versions will be provided to Customer directly and become effective thirty (30) days after delivery, except that changes required by law are effective immediately. Continued use of the Marketplace after the effective date constitutes acceptance of the updated terms.

1.5 - Use of Platform

Where Customer also subscribes to the Earthmover Platform, Customer's use of the Platform is governed by the Platform Terms. Where Customer accesses the Marketplace without a Platform subscription, Customer's rights are limited to those provided in these Consumer Terms.

2 - THE MARKETPLACE

2.1 - Provision of Marketplace

The Marketplace enables Customers to offer, license, and sell Products as Data Providers and to discover, access, and purchase Products as Data Consumers. Earthmover makes the Marketplace available solely in accordance with these Consumer Terms, the Marketplace Policies (as defined below), and the Documentation (https://docs.earthmover.io/marketplace/). Availability of a third-party Product in the Marketplace does not constitute Earthmover's endorsement of such Product or affiliation with its Data Provider.

2.2 - Product Types and Licensing

The Marketplace may include datasets, software, data models, and services offered by Data Providers. Each Product is subject to Listing Terms established by the applicable Data Provider, which may take the form of commercial license terms (for paid Products), Creative Commons license terms (available at https://creativecommons.org/licenses/) selected by the Data Provider, or other open-source or permissive license terms. Where a Data Provider does not specify Listing Terms for a Product, Part III provides that the Product is made available under the Creative Commons Attribution 4.0 license. Data Consumers are responsible for reviewing and complying with applicable Listing Terms. Earthmover is not a party to any Listing Terms between Data Providers and Data Consumers, except where Earthmover is the applicable Data Provider.

2.3 - Hosting

Products may be hosted by Earthmover on behalf of Data Providers, or by Data Providers or third parties externally. The applicable arrangement is described in the Listing Information. For Earthmover-hosted Products, any applicable data storage and compute terms are set forth in the Platform Terms (if applicable) or applicable order documentation. Earthmover makes no representations regarding availability, performance, or security of externally hosted Products.

2.4 - Marketplace Policies; Reviews

Earthmover may publish and update policies governing the Marketplace, including acceptable use policies and content standards ("Marketplace Policies"), which are incorporated herein by reference. All Customers must comply with the Marketplace Policies. Earthmover may, but is not obligated to, review Products and Listing Information for compliance. Earthmover has no liability for actions taken or not taken based on any such review, and Customers may not rely on any Earthmover review as a warranty or certification.

2.5 - Customer Responsibilities

Customers are responsible for maintaining the security and confidentiality of their account credentials, promptly reporting suspected security incidents to Earthmover, configuring appropriate access controls, and implementing available security measures including multi-factor authentication.

3 - USE AS A DATA CONSUMER

3.1 - Data Provider Responsibility

Data Providers are solely responsible and liable for their Products and Listing Information. Except with respect to Earthmover Products, Earthmover makes no representations regarding the completeness, accuracy, reliability, validity, availability, security, fitness for purpose, or legal compliance of any Product. The Data Provider, not Earthmover, is responsible for addressing all claims relating to Provider Materials, including intellectual property claims, infringement claims, consumer protection claims, and claims arising from the Data Provider's collection or use of data (collectively, "Provider Materials Claims").

3.2 - Product Evaluation and Listing Terms

Customer is solely responsible for evaluating whether Products meet its requirements. Prior to accessing or using any Product whose Listing Terms require prior acceptance, Customer shall accept those Listing Terms. Acceptance by Customer's authorized users is binding on Customer. Except where Earthmover is the applicable Data Provider, Earthmover is not a party to any Listing Terms and disclaims all responsibility arising from them. Unless Listing Terms expressly state otherwise, Customer may not modify, create derivative works of, reverse engineer, resell, sublicense, or transfer any Product, or circumvent any technical controls applied to it.

3.3 - Payments

Customer is solely responsible for payment of the Product Cost for Products it purchases. Product Invoices will be issued by Earthmover on the Data Provider's behalf. Customer will pay the applicable Product Cost within the period specified in the Product Invoice. Late payments accrue interest at 1.5% per month (or the maximum permitted by law, if lower). Payment obligations are non-cancellable and, except as expressly provided in the applicable Listing Terms, non-refundable. Product Costs exclude Taxes, for which Customer is solely responsible, except to the extent Earthmover is required by law to collect and remit them.

3.4 - Support and Availability

The Data Provider is solely responsible for supporting its Products. All support inquiries and complaints should be directed to the applicable Data Provider. Earthmover may, in its discretion, assist in resolving disputes but is not obligated to do so. Data Providers may stop offering their Products at any time subject to the listing retirement obligations set forth in Part III. Neither Earthmover nor any Data Provider will have liability to Customer for discontinuation of a Product except as expressly provided in the applicable Listing Terms.

3.5 - Information Shared with Data Providers

Earthmover may share Customer account information and usage data relating to Customer's access and use of a Product ("Customer Usage Data") with the applicable Data Provider, as described in the Documentation and Earthmover's Privacy Policy (https://www.earthmover.io/privacy-policy). Customer Usage Data does not include Personal Data beyond basic account identification information such as organization and user contact details.

3.6 - Data Processing

To the extent that Earthmover processes Personal Data on Customer's behalf in connection with the Marketplace, and where required by applicable data protection law (including the GDPR and CCPA), the parties may enter into a Data Processing Addendum ("DPA") upon Customer's written request to support@earthmover.io. These Consumer Terms do not limit either party's obligations under applicable data protection law.

3.7 - Compliance with Law

Customer represents and warrants that it will comply with all applicable laws in connection with its use of the Marketplace as a Data Consumer, including all laws applicable to its access and use of Products.

3.8 - Confidentiality of Listing Terms

The commercial terms of any Transaction, including Product Cost and any negotiated pricing terms, are confidential as between the Data Provider and the applicable Data Consumer. Neither party to a Transaction will disclose those commercial terms to any third party without the other party's prior written consent, except as required by law or to enforce the Listing Terms. This obligation does not apply to information that is publicly available in the Listing Information.

4 - PARTICIPATION AS A DATA PROVIDER

Participation in the Marketplace as a Data Provider is governed exclusively by the Earthmover Marketplace Terms and Conditions set forth in Part III, which are accepted either by completing Earthmover's online listing registration flow or by executing a Listing Form. These Consumer Terms do not govern participation in the Marketplace as a Data Provider and confer no rights and impose no obligations in that capacity.

5 - EARTHMOVER AS DATA PROVIDER

5.1 - Earthmover Products

Earthmover may offer its own Products in the Marketplace as a Data Provider ("Earthmover Products"). With respect to Earthmover Products, Earthmover represents and warrants that it has all necessary rights, licenses, consents, and permissions to offer those Products in the Marketplace and that they do not infringe, misappropriate, or violate any third-party rights or applicable law. Earthmover is solely responsible for supporting Earthmover Products and for communications with Data Consumers regarding them. Earthmover will not include Sensitive Personal Data in any Earthmover Product unless expressly authorized in writing by the applicable Data Consumer. If Earthmover intends to discontinue offering an Earthmover Product, Earthmover will provide Data Consumers with at least ninety (90) days' prior written notice and will continue making the Product available during that period, unless applicable law requires earlier removal. In the event of a conflict between these Consumer Terms and any Listing Terms applicable to Earthmover Products, the Listing Terms take precedence solely with respect to those Products. Earthmover warrants that each Earthmover Product will perform in material conformance with its applicable Documentation during the subscription or license term, except for previews, beta features, and Customer Configurations.

5.2 - Customer Configurations; External Services

Customer is solely responsible for any configurations or customizations it applies to Earthmover Products ("Customer Configurations"), including their accuracy, content, and legal compliance, and for evaluating whether Customer Configurations or default configurations meet Customer's requirements. Customer may use third-party products or services in connection with Earthmover Products ("External Services"), which are not part of the Marketplace or Platform. Earthmover has no obligations or liability with respect to External Services or data transmitted to or from them.

6 - INTELLECTUAL PROPERTY

6.1 - Earthmover Rights

All right, title, and interest in and to the Marketplace, its underlying technology, and related documentation belong to Earthmover or its licensors. No intellectual property rights are granted to Customer except as expressly set forth in these Consumer Terms. Earthmover may freely use feedback or suggestions provided by Customer to improve its products and services.

6.2 - Content Moderation; Usage Data

Earthmover may modify, restrict, or remove Listing Information or Provider Materials, or limit, suspend, or terminate a Data Provider's access to the Marketplace, if Earthmover determines that Provider Materials violate these Consumer Terms or Marketplace Policies, create legal, regulatory, security, or reputational risks, are subject to a valid takedown order, or are otherwise unlawful. Earthmover has no obligation to monitor Provider Materials. Data Providers may appeal decisions by contacting support@earthmover.io. Earthmover may also collect and use anonymized and aggregated usage data to improve and operate its products and services.

7 - TERM AND TERMINATION

7.1 - Term; Termination for Convenience

These Consumer Terms commence on the date Customer first accepts them and continue until terminated. Customer may cease use of the Marketplace at any time; provided that cessation of use does not release Customer from any Listing Terms already in effect, which will continue to bind Customer until their natural expiration or earlier termination in accordance with their terms. Earthmover may terminate these Consumer Terms for convenience upon ninety (90) days' prior written notice to Customer.

7.2 - Termination for Cause

Earthmover may terminate these Consumer Terms immediately, or suspend Customer's access, if: (a) Customer breaches any material provision and fails to cure within thirty (30) days after notice (or immediately if the breach is incapable of cure or creates imminent risk of harm); (b) Customer violates applicable law; or (c) Customer creates material legal, regulatory, security, or reputational risk for Earthmover. Customer may terminate immediately if Earthmover materially breaches these Consumer Terms and fails to cure within thirty (30) days after written notice.

7.3 - Effect of Termination; Survival

Upon termination, Customer's access to the Marketplace will be disabled and Customer will cease all use. Termination does not entitle Customer to any refund and does not affect obligations that accrued prior to termination, except that where Earthmover terminates these Consumer Terms for convenience under Section 7.1, Earthmover will refund to Customer, on a pro-rata basis, amounts Customer has prepaid for the unexpired portion of any subscription or access period. The following provisions survive termination: Sections 3.1, 3.3, 3.5, 3.7, 3.8, 5.1, 6.1, 6.2 (usage data), 7, 8, 9, 10, 11, and 12. Where a surviving provision specifies its own survival period, that period controls.

8 - INDEMNIFICATION

8.1 - Indemnification by Earthmover

Earthmover will defend Customer against any third-party claim, action, or proceeding alleging that the Marketplace itself (excluding Provider Materials and Customer Configurations), when used in accordance with these Consumer Terms and the Documentation, infringes such third party's intellectual property rights, and will indemnify Customer for damages and costs finally awarded or agreed in settlement (including reasonable attorneys' fees). This obligation does not apply to claims arising from: (a) Customer's gross negligence or willful misconduct; (b) modifications to the Marketplace not made by Earthmover; (c) use of Provider Materials or Customer Configurations; or (d) combination, operation, or use of the Marketplace with any other software, data, services, or materials not provided by Earthmover where the claim would not have arisen but for such combination.

8.2 - Indemnification by Customer

Customer will defend and indemnify Earthmover and its affiliates, officers, directors, employees, and agents against any third-party claim, action, or proceeding (including any claim, action, investigation, or enforcement proceeding brought by a governmental or regulatory authority) arising from or relating to: (a) where Customer is a Data Consumer, Customer's use of Provider Materials in violation of applicable Listing Terms or applicable law; (b) Customer's breach of these Consumer Terms or the Marketplace Policies; (c) Customer's infringement, misappropriation, or violation of any third-party intellectual property, contractual, or proprietary rights; (d) Customer's collection, use, disclosure, transfer, or security of any data, including any Personal Data and any violation of applicable data protection laws; (e) Customer's failure to comply with any tax obligations applicable to Customer (excluding any sales, use, GST, or value-added Taxes on Marketplace Transactions to the extent Earthmover is responsible for collecting and remitting such Taxes through the Marketplace), including any inaccurate tax information provided by Customer or any tax exemption claimed by Customer in error; and (f) Customer's violation of any applicable export control, sanctions, or import laws or regulations. Customer will indemnify Earthmover for damages and costs finally awarded or agreed in settlement (including reasonable attorneys' fees, fines, and penalties). This obligation does not apply to claims solely caused by Earthmover's gross negligence or willful misconduct. For purposes of this Section, Customer's affiliates, employees, contractors, agents, and end users are considered third parties.

8.3 - Indemnification Procedures

The indemnified party will promptly notify the indemnifying party in writing of the claim, give the indemnifying party sole control of the defense and settlement (at the indemnifying party's expense), and provide reasonable cooperation. The indemnifying party may not settle any claim that binds the indemnified party to a material obligation or requires an admission of fault without the indemnified party's prior written consent. Failure to provide timely notice will not relieve the indemnifying party of its obligations except to the extent of actual material prejudice from the delay.

9 - WARRANTY AND DISCLAIMER

Earthmover warrants that the Marketplace platform will perform in material conformance with the applicable Documentation. Earthmover Products carry the additional warranty set forth in Section 5.1. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 5.1 AND 9, THE MARKETPLACE AND ALL PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. EARTHMOVER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EARTHMOVER DOES NOT WARRANT THAT THE MARKETPLACE WILL BE UNINTERRUPTED OR ERROR-FREE, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD-PARTY PROVIDER MATERIALS.

10 - LIMITATIONS OF LIABILITY

10.1 - Exclusion of Consequential Damages

EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COVER COSTS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

10.2 - Aggregate Liability Cap

EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE CONSUMER TERMS WILL NOT EXCEED THE GREATER OF: (A) FIFTY THOUSAND U.S. DOLLARS ($50,000); OR (B) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO EARTHMOVER (EXCLUDING AMOUNTS PAID TO DATA PROVIDERS) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. "Excluded Claims" means: (a) either party's payment obligations; (b) either party's indemnification obligations under Section 8; and (c) liability that cannot be limited under applicable law. The liability limitations in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties.

11 - GENERAL TERMS

11.1 - Governing Law; Dispute Resolution

These Consumer Terms are governed by the laws of the State of Delaware and the United States, without regard to conflicts of law principles or the UN Convention on the International Sale of Goods. Before initiating any legal proceeding, the parties will attempt to resolve disputes through good faith negotiation between senior representatives for thirty (30) days following written notice (or longer if agreed). Thereafter, either party may pursue its rights in the state and federal courts located in the State of Delaware, to whose jurisdiction the parties consent. Nothing herein prevents either party from seeking emergency injunctive relief where necessary to prevent irreparable harm.

11.2 - Assignment

Neither party may assign these Consumer Terms without the other's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets or equity to a successor that assumes all obligations hereunder. Any attempted assignment in violation of this Section is void.

11.3 - General

If any provision is held unenforceable or invalid, it will be modified to the minimum extent necessary to make it enforceable, and all other provisions remain in effect. No waiver is effective unless in writing signed by an authorized representative; no failure to exercise a right constitutes a waiver. Neither party will be liable for delays or failures to perform (other than payment obligations) caused by circumstances beyond its reasonable control, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance. The parties are independent contractors; nothing herein creates a partnership, joint venture, employment relationship, or agency. Earthmover will use commercially reasonable efforts to make the Marketplace accessible to eligible Customers on a non-discriminatory basis, subject to its right to deny access for violations of these Consumer Terms or Marketplace Policies. These Consumer Terms are executed in English only; any translation is for convenience only.

11.4 - Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with these Consumer Terms that is marked or identified as confidential at the time of disclosure or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including the commercial terms of any Transaction and either party's business, technical, financial, customer, product, or operational information. Each party will protect the other party's Confidential Information using at least the same care it uses for its own confidential information (not less than reasonable care), will use it solely to perform its obligations and exercise its rights under these Consumer Terms, and will limit access to those of its personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information excludes information that: (a) was already known to the Receiving Party without restriction; (b) is or becomes publicly known through no fault of the Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's information. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, or court order, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt prior notice and reasonable cooperation in seeking a protective order or other appropriate remedy. The parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and the Disclosing Party may seek injunctive or other equitable relief in addition to any other available remedies, without the requirement of posting a bond. The confidentiality obligations in this Section survive termination of these Consumer Terms for five (5) years; provided that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.

11.5 - Notices; Entire Agreement

All notices must be in writing by email: for Earthmover, to support@earthmover.io; for Customer, to the account administrator email configured in Customer's Marketplace or Platform account. Notices are deemed delivered on the day sent. These Consumer Terms, together with any applicable Listing Terms, constitute the complete agreement between the parties with respect to the Marketplace and supersede all prior agreements on this subject. In the event of conflict, the order of precedence as to Data Consumer matters is: (a) the Order Form (where applicable); (b) the Platform Terms (if applicable and only as to Platform subject matter); (c) these Consumer Terms; (d) the Marketplace Policies; and (e) Listing Terms as between Earthmover and Customer. This ladder does not apply to Data Provider matters, which are governed by Part III.

12 - DEFINITIONS

The Earthmover Marketplace Terms and Conditions in Part III are the controlling source for terms used across the Marketplace. Where a term is defined both in this Part II and in Part III, the Part III definition controls, except that the definitions of "Data Provider", "Earthmover Products" and "Product" below apply for purposes of this Part II so that Earthmover's own obligations as a Data Provider under Section 5.1 remain operative. For clarity, a "Product" in these Consumer Terms is a "Marketplace Product" in Part III, a "Transaction" in these Consumer Terms is a "Sale" in Part III, and a "Data Consumer" in these Consumer Terms is a "Customer" as that term is used in Part III.

"Customer Configurations" has the meaning set forth in Section 5.2.

"Customer Usage Data" has the meaning set forth in Section 3.5.

"Data Consumer" means a Customer who accesses, downloads, or purchases Products from the Marketplace.

"Data Provider" has the meaning set forth in Part III, being the individual or entity registering as a vendor or data provider in the Marketplace and identified as the data provider in the applicable Listing Form, and additionally includes Earthmover when Earthmover offers Earthmover Products.

"Documentation" means the current technical documentation and usage guides for the Marketplace at https://docs.earthmover.io/marketplace/.

"Earthmover Products" has the meaning set forth in Section 5.1.

"External Services" has the meaning set forth in Section 5.2.

"Listing Form" means the listing registration document or online listing registration flow completed by a Data Provider, in each case that sets forth the Marketplace Product information, Listing Information, Revenue Share, and that references the Earthmover Marketplace Terms and Conditions in Part III.

"Listing Information" means the metadata, description, licensing terms, pricing, and other information about a Product provided by or on behalf of the applicable Data Provider on the Marketplace.

"Listing Terms" means the agreement between a Data Provider and a Data Consumer governing the Data Consumer's use of the Data Provider's Product.

"Marketplace Policies" has the meaning set forth in Section 2.4.

"Order Form" means an ordering document executed by Earthmover and Customer that references these Consumer Terms and sets out the Products ordered and the applicable Product Cost.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.

"Platform Terms" means the agreement governing Customer's access to and use of the Earthmover Platform, whether in the form of Earthmover's standard Terms of Service (available at https://docs.earthmover.io/terms-of-service) or a separately negotiated enterprise agreement, as applicable to Customer. References to the Platform Terms apply only to Customers subject to such an agreement.

"Product" means any dataset, software, service, or other offering made available by a Data Provider in the Marketplace. A Product is the same thing as a "Marketplace Product" as that term is used in Part III.

"Product Cost" means the price specified by a Data Provider for a Transaction under the applicable Listing Terms.

"Product Invoice" means an invoice issued by Earthmover to Customer for a Transaction, on behalf of the applicable Data Provider.

"Provider Materials" means the Products and Listing Information offered or provided by a Data Provider.

"Provider Materials Claims" has the meaning set forth in Section 3.1.

"Sensitive Personal Data" means Personal Data that, under applicable data protection laws, is treated as sensitive, special category, or otherwise subject to heightened protection.

"Taxes" means any taxes, levies, duties, or similar governmental assessments, including sales, use, GST, value-added, or withholding taxes, but excluding taxes on Earthmover's net income.

"Transaction" means any procurement, access, download, or purchase of a Product by a Data Consumer from a Data Provider.

PART III: EARTHMOVER MARKETPLACE TERMS AND CONDITIONS (DATA PROVIDERS)

Version: September 29, 2026. The Effective Date of this Agreement is determined under Section 11 and is not this date.

How These Terms Are Accepted

This section is Earthmover's explanatory framing. It is not part of the Earthmover Marketplace Terms and Conditions, which begin below the rule.

The Earthmover Marketplace Terms and Conditions set out below govern participation in the Marketplace as a Data Provider.

They are accepted either by completing Earthmover's online listing registration flow or by executing a Listing Registration Form. Either is a "Listing Form" as that term is used in the Terms and Conditions below. Listings offered without charge may be registered through the online flow. Paid listings require an executed Listing Registration Form setting out the applicable Revenue Share. The same Terms and Conditions apply in both cases.

These Earthmover Marketplace Terms and Conditions (including all exhibits attached hereto and the Marketplace Policies, together, these "Marketplace Terms") are effective as of the Effective Date (as defined below) and are binding between Earthmover PBC ("Earthmover"), and the individual or entity registering as a vendor or data provider in the Marketplace and identified as the data provider in the applicable Listing Form ("Data Provider"). These Terms and Conditions, together with all Listing Forms (as defined below), constitute this "Agreement". If Data Provider is accepting these Marketplace Terms or a Listing Form on behalf of Data Provider's employer or another entity (which will be deemed to be the case if Data Provider registers as a vendor or data provider in the Marketplace using an email address from Data Provider's employer or such entity), then the "Data Provider" under this Agreement will be such employer or other entity, and Data Provider represents and warrants that Data Provider (a) has read and understands this Agreement, (b) has full legal authority to bind Data Provider's employer or such entity to this Agreement and (c) agrees to this Agreement on behalf of your employer or such entity.

1 - INTRODUCTION

1.1 - Purpose

Earthmover makes available the Marketplace (as defined below) for the discovery, access, use or purchase of Marketplace Products (as defined below). Data Provider wishes to deliver to Earthmover or make available on the Marketplace the Marketplace Products, subject to this Agreement.

1.2 - Relationship to Platform Terms

These Marketplace Terms are a separate agreement from any terms governing access to the Earthmover Platform (as defined below) by an end user of the Earthmover Platform ("Customer"), whether in the form of Earthmover's standard Terms of Service or a separately negotiated enterprise agreement (in either case, the "Platform Terms"). Data Provider may be subject to both agreements or solely to these Marketplace Terms. These Marketplace Terms are fully operative on their own regardless of whether Data Provider has entered into the Platform Terms. In the event of a conflict between the Platform Terms and these Marketplace Terms, these Marketplace Terms govern and supersede the Platform Terms as it relates to the Marketplace, including the payment of the Revenue Share, except where this Agreement expressly states otherwise. Data Providers not subject to the Platform Terms have no rights or obligations under the Platform Terms by virtue of these Marketplace Terms alone.

2 - THE MARKETPLACE

2.1 - Provision of Marketplace

Earthmover makes the Marketplace available solely in accordance with these Marketplace Terms, the Marketplace Policies (as defined below), the Listing Form and the documentation. Availability of Marketplace Products in the Marketplace does not constitute Earthmover's endorsement of such Marketplace Products or affiliation with its Data Provider.

2.2 - Publishing and Licensing

Data Provider may make Marketplace Products available on the Marketplace (a) free of charge or (b) for a fee determined by Data Provider (the "Paid Products"), in which case Customers will pay the applicable fee to Earthmover (with Data Provider receiving a Revenue Share as described in this Agreement, and Earthmover receiving the Revenue Share from Customers as Data Provider's limited commercial agent). Data Provider may include separate Listing Terms for its Marketplace Product that will govern the Customer's rights to such Marketplace Product; provided that if Data Provider does not specify separate Listing Terms, the Marketplace Product will be made available to customers under the Creative Commons Attribution 4.0 license (https://creativecommons.org/licenses/by/4.0/legalcode.en). Notwithstanding anything herein to the contrary, to the extent that Data Provider's Listing Terms conflicts with these Marketplace Terms, these Marketplace Terms will supersede the Listing Terms. Data Provider acknowledges that the Listing Terms for each of Data Provider's Marketplace Products are solely between Data Provider and Customer. Earthmover will not be responsible for, and will not have any liability whatsoever under, any Listing Terms. Customers in a company, organization or other entity may purchase a single subscription of the Marketplace Product and share it with other end users in such company, organization or entity. Data Provider's authorization herein of such sharing of those subscriptions by such Customers is subject to these Marketplace Terms.

2.3 - Hosting

Marketplace Products may be hosted by Earthmover on behalf of Data Providers, or by Data Providers or third parties externally. The applicable arrangement is described in the Listing Information. Earthmover makes no representations or warranties regarding availability, performance, or security of any Marketplace Products, whether hosted by Earthmover or externally.

2.4 - Marketplace Policies; Reviews

Earthmover may publish and update policies governing the Marketplace, including acceptable use policies and content standards ("Marketplace Policies"), which are incorporated herein by reference. Data Provider must comply with, and is responsible for ensuring that the Provider Materials comply with this Agreement. Earthmover may, but is not obligated to, review any Provider Materials for compliance. Earthmover has no liability for actions taken or not taken based on any such review, and Data Provider may not rely on any Earthmover's review as a waiver, acceptance, warranty or certification.

2.5 - Marketplace Operations

Earthmover maintains sole discretion to determine all features and operations of the Marketplace. Earthmover is responsible for and has sole discretion related to processing payments, collecting payments, addressing requests for refunds, and providing customer service related to its obligations, and, for clarity, all Sales through the Marketplace will be processed by Earthmover's payment systems subject to the terms of this Agreement. Earthmover will have sole ownership and control of all Sales and other data Earthmover obtains from Customer in connection with the Marketplace.

2.6 - Marketplace Control

Earthmover may determine in its sole discretion to make available or list any Marketplace Product through the Marketplace, or to remove any Marketplace Product from the Marketplace. Earthmover may stop any transaction, or take other actions as needed to restrict access to or availability of any Provider Materials that does not comply with this Agreement or that otherwise might adversely affect end users. Inclusion of a Marketplace Product in the Marketplace does not relieve Data Provider of responsibility to ensure its Marketplace Product complies with this Agreement or to perform other obligations under this Agreement. Earthmover has no obligation to monitor Provider Materials. Data Providers may appeal decisions by contacting support@earthmover.io.

3 - DATA PROVIDER RESPONSIBILITY

3.1 - Marketplace Product

Data Provider is solely responsible and liable for its Provider Materials. Earthmover makes no representations regarding the completeness, accuracy, reliability, validity, availability, security, fitness for purpose, or legal compliance of any Marketplace Product. The Data Provider, not Earthmover, is responsible for addressing all claims relating to the Provider Materials, including intellectual property claims, infringement claims, consumer protection claims, and claims arising from the Data Provider's collection or use of data (collectively, "Provider Materials Claims").

3.2 - Product Review and Listing Terms

The publication of Marketplace Products on the Marketplace is subject to Earthmover's review and approval of such Marketplace Products, which Earthmover may withhold in its sole discretion. Data Provider is responsible for providing accurate and complete Listing Information for each Marketplace Product, including description, applicable license terms, hosting arrangement, and data format. Data Provider's Listing Terms must, at a minimum: (a) clarify that the agreement is solely between Data Provider and Customer, not Earthmover; (b) confirm that Data Provider is solely responsible for its Marketplace Product and its obligations under the Listing Terms; and (c) address any applicable data processing terms if the Marketplace Product involves processing of Personal Data. Earthmover is not a party to any Listing Terms and disclaims all responsibility arising from them. Data Provider is solely responsible for selecting a license for the Listing Terms appropriate for the intended use case and compatible with the rights Data Provider holds in the underlying Marketplace Product. Earthmover bears no responsibility for any mismatch between a selected license and Customer's intended use. Data Provider will update Listing Information promptly if applicable license terms change. If Data Provider intends to discontinue offering its Marketplace Product, Data Provider will provide Customers with at least ninety (90) days' prior written notice ("Retirement Notice Period") and will continue making the Marketplace Product available during that period, unless Earthmover terminates or suspends the listing for cause or applicable law requires earlier removal.

3.3 - Restrictions

Data Provider may not reverse engineer, disassemble or decompile any Earthmover code or technology used in connection with the Marketplace, including the Earthmover Platform. Data Provider will not take any action that interferes with, damages, or accesses or uses in any unauthorized manner the hardware, software, networks, technologies or other properties or services of Earthmover or of any Customer or other third party. Data Provider agrees not to make any representations, guarantees or warranties (a) that violate any laws or regulations, including any false advertising or consumer protection laws, (b) with respect to Earthmover, the Marketplace, the Earthmover Platform, or Earthmover's product or services, or (c) for Earthmover or on behalf of Earthmover, including with respect to handling of security incidents. In all activities under this Agreement, Data Provider agrees to conduct itself in a professional and workmanlike manner and not to disparage or devalue Earthmover or the Marketplace.

3.4 - Support and Availability

Data Provider is solely responsible for all support, maintenance and communications with Customers regarding its Marketplace Products. All support inquiries and complaints of Customer related to a Marketplace Product will be directed to Data Provider. Data Provider will ensure responses to any support requests within one (1) business day or less to inquiries from Earthmover Support or Customer that has purchased Marketplace Products. Earthmover may, in its discretion, assist in resolving disputes but is not obligated to do so. Data Provider may stop offering its Marketplace Products at any time subject to the retirement obligations in Section 3.2. Earthmover will not have liability to any Customer for discontinuation of a Marketplace Product by Data Provider except as may be expressly provided in these Terms.

3.5 - Information Shared with Data Providers

3.6 - Data Processing

Customer may enable Data Provider or its Marketplace Products to access data, content or information of a Customer collected or otherwise processed by Data Provider in connection with the Marketplace Product ("Customer Data"). Data Provider must obtain all necessary rights, permissions, and consents from Customers for Data Provider's access, transmission, or other processing of any Customer Data, and will ensure that all such processing complies with the Listing Terms and all applicable laws. Where Earthmover processes Personal Data on Data Provider's behalf in connection with the Marketplace, and where required by applicable data protection law (including the GDPR and the CCPA), the parties will enter into a data processing addendum upon written request to support@earthmover.io. With respect to Personal Data each party receives from the other under Section 3.5, each party acts as an independent controller and will process that Personal Data in accordance with applicable data protection law and its own privacy notice. These Marketplace Terms do not limit either party's obligations under applicable data protection law.

3.7 - Customer Use; No Sensitive Personal Data

Earthmover asserts no control over or responsibility for how Customers use Provider Materials. Data Provider's recourse for misuse is against the applicable Customer under the applicable Listing Terms. Data Provider may not include Sensitive Personal Data in any Provider Materials offered through the Marketplace and represents and warrants that its Provider Materials do not contain Sensitive Personal Data unless expressly authorized in writing by Earthmover.

3.8 - Security; Third-Party Notices; Export Controls

Data Provider will also comply with any and all industry standard security, coding practices, authentication, encryption, or other requirements for the Marketplace Product. Data Provider is responsible for maintaining the security and confidentiality of its Marketplace account credentials, configuring appropriate access controls, and implementing reasonably available security measures, as applicable, including multi-factor authentication. Data Provider must promptly notify Earthmover at support@earthmover.io (but in no event later than twenty-four (24) hours) of any known or suspected security breach or exploitable vulnerability related to its Provider Materials. Data Provider will promptly handle all takedown requests and infringement notices relating to its Provider Materials and notify Earthmover of such requests. Data Provider will comply with all applicable export control laws and represents and warrants that it is not listed on any government restricted party list and will not offer Provider Materials in violation of any applicable embargo or restriction. Earthmover reserves the right at any time for the duration the Marketplace Product is listed on the Marketplace, but will not be obligated, to review the Marketplace Products for compliance with this Section 3.8.

4 - FINANCIAL TERMS

To the extent Data Provider provides a Paid Product hereunder, Earthmover and Data Provider will mutually agree upon and set the commercial pricing for Sales of such Paid Products (the "List Prices") which will be used in the Marketplace. Subject to this Agreement, Earthmover will pay Data Provider the Revenue Share for all Sales in an applicable month as set forth in this Agreement. Earthmover will act as a limited payment collection agent on behalf of Data Provider solely for purposes of facilitating collection and remittance of the Revenue Share. The amount on which a Revenue Share is calculated will exclude taxes, cloud reseller rebates and margins, distributor rebates and margins, refunds actually provided to Customer and any other separately stated fees or charges. A Revenue Share is due only for Sales for which Earthmover has received final payment from or on behalf of a Customer. If a Paid Product is sold to an end user using a credit card, final payment will be deemed to have occurred when the applicable credit card company or bank has fully settled the payment for the applicable purchase. Unless otherwise specified in the Marketplace Policies, the List Price will be designated in United States Dollars (USD) and Earthmover will make all Revenue Share payments to Data Provider in USD. Except as otherwise described in this Agreement, Earthmover is responsible for collecting and remitting any taxes imposed on Sales. Data Provider is responsible for any income or other taxes due and payable resulting from Earthmover's payments to Data Provider. Accordingly, unless otherwise stated, the amounts due to Data Provider hereunder are exclusive of any taxes that may apply to such payments. Earthmover maintains the right to deduct or withhold any applicable taxes payable from amounts due from Earthmover, and the amounts due, as reduced by such deductions or withholdings, will constitute full payment to Data Provider. The Revenue Share is determined at the Data Provider level and applies consistently across all of Data Provider's Marketplace Products. Where more than one Listing Form is in effect between Earthmover and Data Provider, the Revenue Share set forth in the most recently executed or completed Listing Form supersedes the Revenue Share set forth in any earlier Listing Form and applies to all of Data Provider's Marketplace Products from the effective date of that later Listing Form. Such supersession is prospective only and does not affect Revenue Share already accrued or paid.

Earthmover may issue refunds of the applicable Sale amount (or portions thereof) to Customers in its sole discretion. If Earthmover issues a refund prior to paying Data Provider the Revenue Share for the applicable Sale, then Data Provider agrees and acknowledges that Data Provider will not receive and will have no right to receive a Revenue Share on that portion of the Sale amount that was refunded. In addition, if Earthmover pays Data Provider a Revenue Share on a Sale and later issues a refund or credit to the Customer for such Sale (or receives a chargeback related to the Sale), Earthmover may offset the amount of the Revenue Share that Earthmover previously paid Data Provider against future Revenue Share or other amounts that would otherwise be payable to Data Provider under this Agreement, or require Data Provider to remit that amount to Earthmover. Earthmover may also withhold and offset valid sums Data Provider owes to Earthmover against amounts that are payable to Data Provider.

4.3 - Payments

Subject to the terms of this Agreement, Earthmover will pay Data Provider the Revenue Share within thirty (30) days after the end of the calendar month in which the applicable Sale is made. The Revenue Share will be paid to Data Provider in US dollars by method of ACH or wire transfer. Notwithstanding the foregoing, if the cumulative Sales of a Marketplace Product is less than one thousand US dollars ($1,000 USD), Earthmover will pay the Revenue Share for such Marketplace Product on a quarter basis.

4.4 - Reporting

During the Term, Earthmover will provide Data Provider with monthly reporting on Marketplace activity with respect to the Marketplace Products and the anticipated revenues for such Marketplace Products. Data Provider hereby acknowledges and agrees to review the monthly revenue report from Earthmover and to submit questions or concerns to Earthmover within one (1) month of report receipt. Earthmover and Data Provider will use good faith methods to supply each other with information reasonably requested in support of reconciliation or other joint operational goals that support Data Provider's experience with the Marketplace, subject to the terms of the Agreement.

4.5 - Collections

Data Provider hereby acknowledges and agrees that Earthmover is responsible for billing and collections for all Revenue Share owed to Data Provider, and that Data Provider will receive payment in the month after Earthmover collections are complete. Data Provider also hereby acknowledges that in the case of failed collection, Earthmover is not liable for uncollected revenues.

5 - INTELLECTUAL PROPERTY

5.1 - Reservation of Rights

Except as expressly set forth herein, as between the parties, Earthmover retains all right, title, and interest in and to the Marketplace, Earthmover Platform, its underlying technology, and Documentation and Data Providers retains all right, title and interest in and to the Provider Materials. No intellectual property rights are granted to either party except as expressly set forth in these Marketplace Terms.

5.2 - Data Provider License Grant

Data Provider hereby grants Earthmover a non-exclusive, worldwide, royalty-free license during the Term to: (a) reproduce, display, and distribute the Provider Materials through the Marketplace and Earthmover's marketing channels for marketing, demonstration, and promotion purposes with the Marketplace; (b) host, cache, resell, reproduce, reformat, promote, advertise, publicly display, and transmit Provider Materials as necessary to make them available to Customers under the applicable Listing Terms; (c) to access, use, store, copy and distribute Provider Materials (i) for testing, support, certification and evaluation conducted by Earthmover and its third party vendors, (ii) for purposes of exercising Earthmover's rights and fulfilling Earthmover's obligations hereunder, and (iii) for purposes of enforcing this Agreement; and (d) to use Provider Materials for Earthmover's own business purposes internally, within the scope for which the Marketplace Products' use is reasonably intended ("Internal Use License"). Data Provider may opt out of the Internal Use License by giving Earthmover notice thereof to support@earthmover.io. This license terminates upon removal of Data Provider's applicable Marketplace Product from the Marketplace, subject to the Retirement Notice Period.

5.3 - Usage Data

Earthmover may also collect and use anonymized and aggregated statistical and usage data regarding Data Provider's use of the Marketplace and Marketplace Products (excluding any Personal Data) and use such data for Earthmover's internal business purposes. Earthmover will not provide information to any third party about the Marketplace Products, or Customers purchasing Marketplace Products, except as necessary for Earthmover to perform its obligations under these Terms, or otherwise provide Earthmover's products or services under the Platform Terms or Earthmover's other applicable customer agreements.

5.4 - Feedback

Data Provider may voluntarily provide feedback, comments or suggestions about the Marketplace ("Feedback") to Earthmover. Earthmover may freely use Feedback for any purpose.

5.5 - Earthmover Marks / Publicity

Except as expressly set forth herein, nothing contained herein will grant Data Provider any ownership right in the Earthmover Marks or any other Earthmover intellectual property. Data Provider will: (a) only use the Earthmover Marks in accordance with Earthmover's trademark usage and quality control guidelines provided from time to time and only in connection with the sale of Marketplace Product in the Marketplace; (b) not use any trademarks, services marks, trade names or logos that are confusingly similar to any Earthmover Marks; (c) not register or attempt to register any trademark, service marks, trade names, logos or domain names that contain any terms that are the same or similar to any Earthmover Marks; and (d) upon expiration or termination of this Agreement for any reason, immediately cease all use of the Earthmover Marks, unless Data Provider is otherwise authorized to continue using the Earthmover Marks pursuant to a separate written agreement with Earthmover. Data Provider will immediately cease or modify any use of the Earthmover Marks upon Earthmover's request. All goodwill in the Earthmover Marks will inure for the sole benefit of Earthmover. Data Provider will not make any representation, guarantee, or warranty concerning the Marketplace except as expressly authorized in advance by Earthmover in writing.

6 - TERM AND TERMINATION

6.1 - Term; Termination for Convenience

These Marketplace Terms commence on the Effective Date and continue in effect until terminated as set forth herein ("Term"). Data Provider may cease use of the Marketplace at any time; provided that cessation of use does not release Data Provider from any Listing Terms already in effect, which will continue to bind Customer until their natural expiration or earlier termination in accordance with the Listing Terms or retirement subject to the Retirement Notice Period. Earthmover may terminate this Agreement for convenience upon ninety (90) days' prior written notice to Data Provider.

6.2 - Termination for Cause

Earthmover may terminate this Agreement immediately, or suspend Data Provider's access to the Marketplace, if: (a) Data Provider breaches any material provision and fails to cure within thirty (30) days after notice (or immediately if the breach is incapable of cure or creates imminent risk of harm); (b) Data Provider violates applicable law; or (c) Data Provider creates material legal, regulatory, security, or reputational risk for Earthmover. Data Provider may terminate immediately if Earthmover materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

6.3 - Effect of Termination; Survival

Upon termination of this Agreement, (a) Data Provider's access to the Marketplace will be disabled and Data Provider will cease all use of the Marketplace in its capacity as a data provider, (b) all rights granted by Earthmover hereunder will terminate subject to this Section 6.3, and (c) each party will (i) cease using the Confidential Information of the other party and (ii) if requested to do so in writing, either return such Confidential Information to the other party or destroy such Confidential Information along with all copies, notes or extracts thereof, and certify to its destruction. Notwithstanding the foregoing, following any termination of this Agreement or withdrawal of Marketplace Products from the Marketplace, (A) Data Provider will continue to provide and support any Listing Terms for Marketplace Products pending as of the effective date of termination pursuant to the terms of such Listing Terms until the conclusion of such Listing Terms, (B) Earthmover may make available the Marketplace Product and Listing Information on the Marketplace for the duration of such Listing Terms, and (C) the terms of this Agreement will continue to apply until such conclusion of such Listing Terms. Termination does not entitle Data Provider to any payments and does not affect obligations that accrued prior to termination. The following provisions survive termination of these Marketplace Terms: Sections 3.1, 3.2, 3.3, 3.7, 3.8, 4, 5, 6.3, 7, 8, 9, 10, and 11. Where a surviving provision specifies its own survival period, that period controls.

7 - INDEMNIFICATION

7.1 - Indemnification by Earthmover

Earthmover will indemnify, defend and hold harmless Data Provider against any third-party claim, action, or proceeding ("Claim") alleging that Data Provider's use of the Marketplace itself (excluding Provider Materials), when used in accordance with this Agreement and the Documentation, infringes such third party's intellectual property rights. Earthmover will have no liability or obligation under this Section 7.1 with respect to any Claim if such Claim is caused in whole or in part by (a) the Provider Materials; (b) modification of the Marketplace by any party other than Earthmover without Earthmover's express prior consent; (c) the combination, operation, or use of the Marketplace with other product(s), data, or services where the Marketplace would not by itself be infringing; or (d) unauthorized or improper use of the Marketplace. If the Marketplace 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 (i) replace or modify the Marketplace to make it non-infringing so long as the Marketplace has at least equivalent functionality; (ii) substitute an equivalent for the Marketplace; or (iii) if options (i) and (ii) are not reasonably practicable, terminate these Terms.

7.2 - Indemnification by Data Provider

Data Provider will indemnify, defend and hold harmless Earthmover and its affiliates, officers, directors, employees, and agents against any Claim arising from or relating to: (a) any Provider Materials or the use thereof; (b) Data Provider's breach of this Agreement; (c) any security breach caused by Data Provider's Marketplace Products or violation of applicable data protection laws; and (d) Data Provider's violation of any applicable export control, sanctions, or import laws or regulations. Data Provider will have no liability or obligation under this Section 7.2 with respect to any Claim solely caused by Earthmover's gross negligence or willful misconduct.

7.3 - Indemnification Procedures

The indemnified party will promptly notify the indemnifying party in writing of the claim, give the indemnifying party sole control of the defense and settlement (at the indemnifying party's expense), and provide reasonable cooperation. The indemnifying party may not settle any claim without the indemnified party's prior written consent (unless it unconditionally releases the indemnified party of all related liability). Failure to provide timely notice will not relieve the indemnifying party of its obligations except to the extent of actual material prejudice from the delay.

8 - WARRANTY AND DISCLAIMER

8.1 - Representations and Warranties

Data Provider represents, warrants and covenants that: (a) it has the full right, power, and authority to enter into and fully perform this Agreement; (b) before providing any Provider Materials or listing Provider Materials in the Marketplace, it will have obtained the rights necessary for the exercise of all rights granted under this Agreement and to Customers under the Listing Terms; (c) none of the following will violate any law, contain any defamatory material, or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, or privacy, or moral rights): (i) the exercise of any rights granted under this Agreement; (ii) the Provider Materials; or (iii) the sale or distribution of the Marketplace Product as contemplated under this Agreement; (d) the Marketplace Product will perform in accordance with its specifications set forth in the Documentation and will not contain any viruses, spyware, "Trojan horses," or other "malware" or harmful code, and will not cause injury to any person or damage to any property; and (e) it will include any attributions, copyright information and other notices, terms and conditions that may be required to be provided to Customers (e.g., as part of the Listing Terms) based on Data Provider's use of third party "open source" software, open data or other third party intellectual property in any Marketplace Product.

Earthmover warrants that the Marketplace platform will perform in material conformance with the applicable Documentation.

8.2 - Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE MARKETPLACE, THE EARTHMOVER PLATFORM, PROVIDER MATERIALS AND ALL OTHER PRODUCTS OF EACH PARTY ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EARTHMOVER DOES NOT WARRANT THAT THE MARKETPLACE AND THE EARTHMOVER PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD-PARTY PROVIDER MATERIALS.

9 - LIMITATIONS OF LIABILITY

9.1 - Exclusion of Consequential Damages

9.2 - Aggregate Liability Cap

EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED FIFTY THOUSAND U.S. DOLLARS ($50,000). "EXCLUDED CLAIMS" MEANS: (A) A PARTY'S PAYMENT OBLIGATIONS; (B) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7; (C) DATA PROVIDER'S BREACH OF SECTIONS 3.7 (CUSTOMER USE; NO SENSITIVE PERSONAL DATA) OR 3.8 (SECURITY; THIRD-PARTY NOTICES; EXPORT CONTROLS); (D) A PARTY'S BREACH OF SECTION 10.6 (CONFIDENTIALITY); OR (E) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. THE LIABILITY LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

10 - GENERAL TERMS

10.1 - Governing Law; Dispute Resolution

This Agreement governed by the laws of the State of Delaware and the United States, without regard to conflicts of law principles or the UN Convention on the International Sale of Goods. Before initiating any legal proceeding, the parties will attempt to resolve disputes through good faith negotiation between senior representatives for thirty (30) days following written notice (or longer if agreed). Thereafter, either party may pursue its rights in the state and federal courts located in the State of Delaware, to whose jurisdiction the parties consent. Nothing herein prevents either party from seeking emergency injunctive relief where necessary to prevent irreparable harm.

10.2 - Assignment

Neither party may assign this Agreement without the other's prior written consent, except that a party may assign this Agreement without such consent in connection with a merger, acquisition, or sale of all or substantially all of its assets or equity to a successor that assumes all obligations hereunder. Any attempted assignment in violation of this Section is void.

10.3 - Severability; Waiver; Amendment

If any provision is held unenforceable or invalid, it will be modified to the minimum extent necessary to make it enforceable, and all other provisions remain in effect. No waiver is effective unless in writing signed by an authorized representative; no failure to exercise a right constitutes a waiver. No amendment or modification to this Agreement will be effective unless assented to in writing by both parties. Notwithstanding the foregoing, in some cases (e.g., to address compliance with laws, or as necessary for new features), Earthmover may specify that such modifications become effective during Data Provider's then-current Term. If the effective date of such modifications is during Data Provider's then-current Term and Data Provider objects to the modifications, then (as Data Provider's exclusive remedy), Data Provider may terminate the affected Listing Form upon written notice to Earthmover. To exercise this right, Data Provider must provide Earthmover with notice of its objection and termination within thirty (30) days of Earthmover providing notice of the modifications.

10.4 - Force Majeure

Neither party will be liable for delays or failures to perform (other than payment obligations) caused by circumstances beyond its reasonable control, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

10.5 - Relationship of the Parties

The parties are independent contractors; except as expressly set forth herein, nothing herein creates a partnership, joint venture, employment relationship, or agency. Earthmover will use commercially reasonable efforts to make the Marketplace accessible to eligible Customers on a non-discriminatory basis, subject to its right to deny access for violations of this Agreement. This Agreement is executed in English only; any translation is for convenience only.

10.6 - Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement that is marked or identified as confidential at the time of disclosure or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including the commercial terms of any transaction and either party's business, technical, financial, customer, product, or operational information. Confidential Information of Earthmover includes non-public aspects of the Marketplace, third-party applications listed in the Marketplace to which Data Provider obtains access as a result of the relationship between Data Provider and Earthmover under these Terms, and other technology, technical information and product plans, including the Earthmover Platform. Each party will protect the other party's Confidential Information using at least the same care it uses for its own confidential information (not less than reasonable care), will use it solely to perform its obligations and exercise its rights under this Agreement, and will limit access to those of its personnel and contractors with a need to know who are legally bound by confidentiality obligations no less protective than those set forth herein. Confidential Information excludes information that: (a) was already known to the Receiving Party without restriction; (b) is or becomes publicly known through no fault of the Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's information. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, or court order, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt prior notice and reasonable cooperation in seeking a protective order or other appropriate remedy. The parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and the Disclosing Party may seek injunctive or other equitable relief in addition to any other available remedies, without the requirement of posting a bond. The confidentiality obligations in this Section survive termination of this Agreement for five (5) years; provided that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.

Earthmover develops its own products and services for Customers and works with many other partners and developers, and Earthmover could in the future independently develop (or may already have developed) products, concepts or ideas similar to Data Provider or its Marketplace Products, provided that Earthmover does not use Data Provider's confidential information. Nothing limits Earthmover from doing so.

10.7 - Notices; Entire Agreement

All notices must be in writing by email: for Earthmover, to support@earthmover.io; for Data Provider, to the email address identified in the Listing Form or, if none is identified, the account administrator email configured in the Marketplace. Notices are deemed delivered on the day sent. This Agreement constitutes the complete agreement between the parties with respect to the Marketplace and supersede all prior agreements on this subject.

11 - DEFINITIONS

In addition to the terms which are defined in these Marketplace Terms, the following terms will have the meanings set forth below:

"Documentation" means the current technical documentation and usage guides for the Marketplace at https://docs.earthmover.io/marketplace/, as may be updated from time to time.

"Earthmover Marks" means the trademarks, trade names, service marks and logos owned or otherwise used by Earthmover.

"Earthmover Platform" means Earthmover's proprietary Software-as-a-Service platform for analyzing scientific data in the cloud made available to end users to access and use.

"Effective Date" means the date of the initial Listing Form entered into between Earthmover and Data Provider.

"Listing Information" means the metadata, description, licensing terms, pricing, and other information about a Marketplace Product provided by or on behalf of the applicable Data Provider on the Marketplace.

"Listing Form" means the listing registration document or online listing registration flow completed by Data Provider, in each case that sets forth the Marketplace Product information, Listing Information, Revenue Share, and that references the Marketplace Terms.

"Listing Terms" means the legally sufficient agreement between Data Provider and Customer governing Customer's use of Data Provider's Marketplace Product.

"Marketplace" means the online platform made available by Earthmover for the discovery, access, use, or purchase of Marketplace Products.

"Marketplace Product" means any dataset, software, service, or other offering made available by a Data Provider in the Marketplace.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.

"Provider Materials" means Data Provider's Marketplace Products and Listing Information.

"Revenue Share" means the revenue share identified in the Listing Form and calculated in accordance with Section 4.

"Sales" means any initial or renewal sale, subscription or license of a Paid Products (or related content or services) through the Marketplace.

"Sensitive Personal Data" means Personal Data that, under applicable data protection laws, is treated as sensitive, special category, or otherwise subject to heightened protection.

"Taxes" means any taxes, levies, duties, or similar governmental assessments, including sales, use, GST, value-added, or withholding taxes, but excluding taxes on Earthmover's net income.

PART IV: EARTHMOVER MARKETPLACE OPEN LICENSE DATA TERMS

Last updated: May 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.

These Open License Data Terms apply to data products listed on the Earthmover Marketplace that the Data Provider is offering under one of the Creative Commons license types listed below. These Open License Data Terms supplement, and do not replace, the Earthmover Marketplace Consumer Terms (Part II) and the Earthmover Marketplace Terms and Conditions (Part III), which together govern the broader relationship between Earthmover and Marketplace participants. In the event of any conflict between these Open License Data Terms and either of those parts, that part controls.

The Creative Commons license types covered by these Open License Data Terms are:

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 not licensed under a Creative Commons license may do so under the Earthmover Marketplace Terms and Conditions (Part III) and applicable Listing Terms negotiated between the Data Provider and Data Consumer.

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. Data Provider's indemnification obligations to Earthmover with respect to such content are governed by the indemnification provisions of the Earthmover Marketplace Terms and Conditions (Part III).

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 complies with the prohibition on Sensitive Personal Data in the Earthmover Marketplace Terms and Conditions (Part III).

Access to data products on the Earthmover Marketplace licensed via Creative Commons is provided on an "as-is" basis, subject to the warranty disclaimer in Section 9 of the Earthmover Marketplace Consumer Terms (Part II). Data Consumers shall respect applicable license conditions, including any attribution, share-alike, non-commercial, or no-derivatives requirements imposed by the specified Creative Commons license. Use of content accessed through the Earthmover Marketplace does not transfer any intellectual property rights in the content to the Data Consumer 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. Data Consumer's indemnification obligations to Earthmover with respect to such use are governed by Section 8 of the Earthmover Marketplace Consumer Terms (Part II).

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 to alter, remove, or block access to content, or to restrict or remove access to the Earthmover Marketplace, in accordance with Section 6.2 (Content Moderation; Usage Data) of the Earthmover Marketplace Consumer Terms (Part II).

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 Open License Data Terms, or if you seek permission for a use that does not fall within these Open License Data Terms, please contact Earthmover at support@earthmover.io.

These Open License Data Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. Disputes are subject to the dispute resolution provisions in Section 11.1 of the Earthmover Marketplace Consumer Terms (Part II) or, for Data Providers, the corresponding provisions of the Earthmover Marketplace Terms and Conditions (Part III).

Prior Versions

Superseded versions are retained for agreements that incorporate a dated version by reference.

Marketplace Terms and Conditions (18 May 2026)

PART I: EARTHMOVER PLATFORM TERMS​

1 - RIGHT TO USE EARTHMOVER PLATFORM​

1.1 - Earthmover Service Platform​

1.2 - Earthmover Software​

1.3 - Limitations​

2 - OWNERSHIP; RESERVATION OF RIGHTS​

2.1 - Your Data​

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

2.3 - Feedback​

2.4 - Your Responsibilities​

2.5 - Earthmover Responsibilities​

3 - TERM, TERMINATION​

3.1 - Term​

3.2 - Termination​

3.3 - Effect of Termination​

3.4 - Survival​

4 - CONFIDENTIALITY​

5 - DISCLAIMER​

6 - LIMITATIONS OF LIABILITY; INDEMNIFICATION​

6.1 - Disclaimer of Consequential Damages​

6.2 - Indemnification​

7 - GENERAL​

PART II: EARTHMOVER MARKETPLACE CONSUMER TERMS​

1 - INTRODUCTION​

1.1 - Purpose​

1.2 - Relationship to Platform Terms​

1.3 - Acceptance​

1.4 - Updates​

1.5 - Use of Platform​

2 - THE MARKETPLACE​

2.1 - Provision of Marketplace​

2.2 - Product Types and Licensing​

2.3 - Hosting​

2.4 - Marketplace Policies; Reviews​

2.5 - Customer Responsibilities​

3 - USE AS A DATA CONSUMER​

3.1 - Data Provider Responsibility​

3.2 - Product Evaluation and Listing Terms​

3.3 - Payments​

3.4 - Support and Availability​

3.5 - Information Shared with Data Providers​

3.6 - Data Processing​

3.7 - Compliance with Law​

3.8 - Confidentiality of Listing Terms​

4 - PARTICIPATION AS A DATA PROVIDER​

5 - EARTHMOVER AS DATA PROVIDER​

5.1 - Earthmover Products​

5.2 - Customer Configurations; External Services​

6 - INTELLECTUAL PROPERTY​

6.1 - Earthmover Rights​

6.2 - Content Moderation; Usage Data​

7 - TERM AND TERMINATION​

7.1 - Term; Termination for Convenience​

7.2 - Termination for Cause​

7.3 - Effect of Termination; Survival​

8 - INDEMNIFICATION​

8.1 - Indemnification by Earthmover​

8.2 - Indemnification by Customer​

8.3 - Indemnification Procedures​

9 - WARRANTY AND DISCLAIMER​

10 - LIMITATIONS OF LIABILITY​

10.1 - Exclusion of Consequential Damages​

10.2 - Aggregate Liability Cap​

11 - GENERAL TERMS​

11.1 - Governing Law; Dispute Resolution​

11.2 - Assignment​

11.3 - General​

11.4 - Confidentiality​

11.5 - Notices; Entire Agreement​

12 - DEFINITIONS​

PART III: EARTHMOVER MARKETPLACE TERMS AND CONDITIONS (DATA PROVIDERS)​

How These Terms Are Accepted​

1 - INTRODUCTION​

1.1 - Purpose​

1.2 - Relationship to Platform Terms​

2 - THE MARKETPLACE​

2.1 - Provision of Marketplace​

2.2 - Publishing and Licensing​

2.3 - Hosting​

2.4 - Marketplace Policies; Reviews​

PART I: EARTHMOVER PLATFORM TERMS

1 - RIGHT TO USE EARTHMOVER PLATFORM

1.1 - Earthmover Service Platform

1.2 - Earthmover Software

1.3 - Limitations

2 - OWNERSHIP; RESERVATION OF RIGHTS

2.1 - Your Data

2.2 - Earthmover Platform and Software Ownership; Reservation of Rights

2.3 - Feedback

2.4 - Your Responsibilities

2.5 - Earthmover Responsibilities

3 - TERM, TERMINATION

3.1 - Term

3.2 - Termination

3.3 - Effect of Termination

3.4 - Survival

4 - CONFIDENTIALITY

5 - DISCLAIMER

6 - LIMITATIONS OF LIABILITY; INDEMNIFICATION

6.1 - Disclaimer of Consequential Damages

6.2 - Indemnification

7 - GENERAL

PART II: EARTHMOVER MARKETPLACE CONSUMER TERMS

1 - INTRODUCTION

1.1 - Purpose

1.2 - Relationship to Platform Terms

1.3 - Acceptance

1.4 - Updates

1.5 - Use of Platform

2 - THE MARKETPLACE

2.1 - Provision of Marketplace

2.2 - Product Types and Licensing

2.3 - Hosting

2.4 - Marketplace Policies; Reviews

2.5 - Customer Responsibilities

3 - USE AS A DATA CONSUMER

3.1 - Data Provider Responsibility

3.2 - Product Evaluation and Listing Terms

3.3 - Payments

3.4 - Support and Availability

3.5 - Information Shared with Data Providers

3.6 - Data Processing

3.7 - Compliance with Law

3.8 - Confidentiality of Listing Terms

4 - PARTICIPATION AS A DATA PROVIDER

5 - EARTHMOVER AS DATA PROVIDER

5.1 - Earthmover Products

5.2 - Customer Configurations; External Services

6 - INTELLECTUAL PROPERTY

6.1 - Earthmover Rights

6.2 - Content Moderation; Usage Data

7 - TERM AND TERMINATION

7.1 - Term; Termination for Convenience

7.2 - Termination for Cause

7.3 - Effect of Termination; Survival

8 - INDEMNIFICATION

8.1 - Indemnification by Earthmover

8.2 - Indemnification by Customer

8.3 - Indemnification Procedures

9 - WARRANTY AND DISCLAIMER

10 - LIMITATIONS OF LIABILITY

10.1 - Exclusion of Consequential Damages

10.2 - Aggregate Liability Cap

11 - GENERAL TERMS

11.1 - Governing Law; Dispute Resolution

11.2 - Assignment

11.3 - General

11.4 - Confidentiality

11.5 - Notices; Entire Agreement

12 - DEFINITIONS

PART III: EARTHMOVER MARKETPLACE TERMS AND CONDITIONS (DATA PROVIDERS)

How These Terms Are Accepted

1 - INTRODUCTION

1.1 - Purpose

1.2 - Relationship to Platform Terms

2 - THE MARKETPLACE

2.1 - Provision of Marketplace

2.2 - Publishing and Licensing

2.3 - Hosting

2.4 - Marketplace Policies; Reviews