Schedule A

These terms govern all LOCUS products and services licensed under a LOCUS Order Form. By executing an Order Form that references these terms, Licensee agrees to be bound by this Schedule A.

 

1. Definitions

“Product” means the specific LOCUS product identified on the Order Form, including any user interface, underlying data, technologies, processes, and associated documentation, enhancements, and training materials.

“Outputs” means work products produced for Licensee that incorporate data from the Product, including processed data, analyses, reports, or visualizations.

“Embedded Data” means third-party data used in the creation of the Product, including raw location-based services data. Licensee has no independent access to or rights in Embedded Data.

“Partner Product” means any licensed product owned by a third party which LOCUS is authorized to resell or incorporate into the Product.

“Designated Users” means Licensee staff and any third parties identified on the Order Form who are authorized to use the Product for the Permitted Use.

“Confidential Information” means any non-public information disclosed by either party that is marked as confidential or would reasonably be understood to be confidential, including business, financial, product, and technical information.

 

2. Grant of License

Subject to the terms of this Agreement and Licensee’s timely payment of all applicable fees, LOCUS grants Licensee a non-exclusive, non-transferable right to use, and to permit Designated Users to use, the Product for the Permitted Use within the Licensee Region, as specified on the Order Form.

This license is effective from the License Effective Date and continues for the duration of the License Term. LOCUS reserves all rights not expressly granted.

 

3. Use Restrictions

Licensee shall not:

1. Reverse engineer, disassemble, or decompile the Product;
2. Reproduce, publish, or distribute the Product except as expressly permitted;
3. Sell, sublicense, lease, or transfer any rights in the Product;
4. Assign or delegate this Agreement or any rights hereunder without LOCUS’s prior written consent;
5. Create derivative or competing products using the Product (provided that Licensee may modify project deliverables based on the Product for internal purposes).
6. Licensee fails to pay fees within thirty (30) days after written notice of non-payment;
7. Licensee fails to cure a material breach within thirty (30) days after written notice; or
8. Use of the Product becomes prohibited or impractical due to applicable law or regulation.

Licensee is responsible for ensuring that its employees, consultants, contractors, and Designated Users comply with these restrictions.

 

4. Sharing and Third-Party Access

Licensee may share Outputs (analyses, reports, and visualizations) with third parties without additional authorization.

Sharing access to the Product itself with third parties requires that such third parties are identified as Designated Users on the Order Form, that any applicable additional license fees have been paid, and that such third parties have agreed in writing to abide by the terms of this Agreement. Licensee remains responsible for any Designated User’s use of the Product.

 

5. Third-Party Provider Terms

The Product may incorporate data or products from third-party providers. Where such providers require additional end-user terms, those terms are incorporated by reference into this Agreement and are available from LOCUS upon request.

These third-party terms may be updated from time to time. It shall be Licensee’s responsibility to periodically check, review, and comply with any updated or amended terms that apply to the Products licensed under this Agreement. Continued use of the Product constitutes acceptance of any updated terms. LOCUS accepts no responsibility or liability for the services of such Third-Party Providers.

 

6. Confidentiality and Intellectual Property

Licensee acknowledges that the Product embeds proprietary methods, data, and trade secrets owned by LOCUS and its third-party providers. All ownership rights, patents, and copyrights remain with LOCUS and the respective third parties.

Each party agrees to protect the other’s Confidential Information with the same degree of care it uses for its own confidential information, and no less than reasonable care, and to prevent unauthorized disclosure.

Licensee retains ownership of all data it provides to LOCUS for use in connection with the Product.

 

7. Termination

7.1 Automatic Termination

This Agreement terminates automatically if:

1. Licensee fails to pay fees within thirty (30) days after written notice of non-payment;
2. Licensee fails to cure a material breach within thirty (30) days after written notice; or
3. Use of the Product becomes prohibited or impractical due to applicable law or regulation.

Upon automatic termination, Licensee must immediately cease use of the Product and destroy or return all copies.

7.2 Voluntary Termination

Licensee may terminate this Agreement at any time upon written notice. License fees already paid are non-refundable.

Following voluntary termination or natural expiration, Licensee retains the right to use Outputs (excluding Embedded Data) for the Permitted Use in perpetuity, subject to the surviving provisions of this Agreement.

7.3 Survival

Sections 3 (Use Restrictions), 5 (Third-Party Provider Terms), 6 (Confidentiality and IP), 8 (Warranties), 9 (Limitation of Liability), and 10 (Indemnification) survive expiration or termination.

 

8. Warranties

This section contains important warranty disclaimers. Please review carefully.

LOCUS warrants that during the License Term, the Product will materially conform to the requirements of this Agreement and any scope of work agreed to in writing. Services provided by LOCUS will be performed in a timely, professional manner consistent with industry standards.

Any delivery dates provided in an Order Form are good-faith estimates, and LOCUS shall not be liable for delays caused by third-party data providers or technical processing requirements

Except as expressly stated above, the Product is provided “as is” and “with all faults.” LOCUS disclaims all other warranties, express or implied, including the implied warranties of non-infringement, merchantability, accuracy, title, and fitness for a particular purpose.

 

9. Limitation of Liability

This section limits each party’s liability. Please review carefully.

Aggregate Cap. LOCUS’s total aggregate liability under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Licensee during the current year of the License Term.

Exclusion of Consequential Damages. Neither LOCUS nor its suppliers shall be liable for any incidental, consequential, special, indirect, or exemplary damages, including lost profits, loss of use, or business interruption, regardless of whether such damages were foreseeable.

Regulatory Impracticability. If use of the Product becomes prohibited or impractical due to law or regulation, LOCUS’s obligation to provide the Product ceases, and Licensee’s payment obligation ceases. LOCUS will refund any prepaid fees on a pro-rata basis for the remaining License Term.

 

10. Indemnification

10.1 By Licensee

Licensee shall indemnify and hold harmless LOCUS and its affiliates, officers, employees, and agents from any third-party claims arising out of Licensee’s negligent or wrongful use of the Product, breach of this Agreement, or breach of third-party provider terms.

10.2 By LOCUS (IP Claims)

LOCUS shall indemnify and hold harmless Licensee from third-party claims alleging that Licensee’s permitted use of the Product infringes the intellectual property rights of others, provided that Licensee promptly notifies LOCUS in writing, makes no admissions, and grants LOCUS sole control of the defense and settlement.

If the Product is alleged to infringe, LOCUS will, at its expense and discretion: (a) secure Licensee’s continued right to use the Product; (b) replace or modify the Product to be non-infringing; or (c) remove the Product and refund the fees paid.

LOCUS has no indemnification obligation to the extent a claim arises from use outside the scope of this Agreement, modification of the Product by parties other than LOCUS, or combination of the Product with other software or data.

 

11. Audit Rights

Licensee shall keep and maintain complete and accurate records relating to its use of the Product during the License Term and for three (3) years following expiration or termination of this Agreement.

LOCUS (or its designated third-party auditor) may, upon thirty (30) days’ prior written notice, examine such records and audit Licensee’s compliance with this Agreement during normal business hours. Licensee shall provide reasonable assistance in connection with any such audit.

LOCUS’s audit rights under this Section extend to verifying Licensee’s compliance with all applicable third-party provider terms referenced in Section 5, and LOCUS shall certify such compliance to its third-party providers on Licensee’s behalf, as needed.

 

12. Notices

Notices under this Agreement must be in writing and delivered to the address on the Order Form by email (with confirmation of receipt) or by overnight delivery or US Mail with proof of receipt. Notices sent by US Mail are deemed received five (5) days after mailing.

 

13. General Provisions

Entire Agreement. This Agreement (including the Order Form and any referenced third-party terms) constitutes the entire agreement between the parties and supersedes all prior negotiations and communications. Amendments must be in writing and signed by both parties.

Severability. If any provision is found invalid or unenforceable, it is deemed omitted to that extent, and the remaining provisions continue in full force.

Governing Law. The validity, enforceability, and interpretation of this Agreement, including Licensee’s execution and funding obligations, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. However, if Licensee is a United States federal, state, or local government entity, or a public agency legally prohibited from agreeing to out-of-state governing law, then Licensee’s execution and funding of its obligations under this Agreement shall be governed by the law of the jurisdiction in which Licensee is organized. The Uniform Commercial Code and the United Nations Convention on Contracts for the International Sale of Goods are expressly excluded.

Federal Acquisition. If Licensee is a U.S. government entity, the Product qualifies as Limited Rights Data and/or Restricted Computer Software under FAR Part 52, and the terms of this Agreement govern the government’s use and disclosure.