Earthscape

EARTHSCAPE TERMS OF USE

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether

personally or on behalf of an entity (“you”) and Churchill Navigation, Inc. doing business as

Shotover Systems, Inc. concerning your and your users access to and use of the

Earthscape.com website as well as any other media form, media channel, mobile website or

mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You

agree that by accessing the Site, you have read, understood, and agree to be bound by all of

these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN

YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST

DISCONTINUE USE IMMEDIATELY. YOU AGREE TO SHARE THESE TERMS OF USE WITH

YOUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND

CONTRACTORS WHO USE THE SITE, AND YOU AGREE TO BE FULLY LIABLE FOR ANY

BREACH OF THESE TERMS OF USE BY ANY OF THE FOREMENTIONED PARTIES. ANY

REFERENCE TO “YOU” HEREIN SHALL INCLUDE YOUR AFFILIATES, DIRECTORS,

OFFICERS EMPLOYEES, AGENTS, AND CONTRACTORS WHO USE THE SITE.

The information provided on the Site is not intended for distribution to or use by any person or

entity in any jurisdiction or country where such distribution or use would be contrary to law or

regulation or which would subject us to any registration requirement within such

jurisdiction or country. Accordingly, those persons who choose to access the Site from other

locations do so on their own initiative and are solely responsible for compliance with local laws,

if and to the extent local laws are applicable.

The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and

Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your

interactions would be subjected to such laws, you may not use this Site. You may not use the Site

in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Site is intended for users who are at least 13 years of age. All users who are minors in the

jurisdiction in which they reside (generally under the age of 18) must have the permission of,

and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you

must have your parent or guardian read and agree to these Terms of Use prior to you using the

Site.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases,

functionality, software, website designs, audio, video, text, photographs, and graphics on the

Site (collectively, the “Content”) and the trademarks, service marks, and logos contained

therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by

competition laws of the United States, international copyright laws, and international

conventions. The Content and the Marks are provided on the Site “AS IS” for your information

and personal use only. Except as expressly provided in these Terms of Use, no part of the Site

and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded,

posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or

otherwise exploited for any commercial purpose whatsoever, without our express prior written

permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and

use the Site and to download or print a copy of any portion of the Content to which you

have properly gained access solely for your personal, non-commercial use. We reserve all

rights not expressly granted to you in and to the Site, the Content and the Marks.

The Site may allow you to upload, submit, store, send or receive certain files. You retain

ownership of any intellectual property rights that you hold in those files. When you upload,

submit, send or receive files to or through the Site, you give us (and those we work with) a

worldwide license to use, host, store, reproduce, modify, and distribute such files. The rights

you grant in this license are for the limited purpose of operating and improving the Site, and to

develop new services. This license continues even if you stop using the Site.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will

be true, accurate, current, and complete; (2) you will maintain the accuracy of such information

and promptly update such registration information as necessary; (3) you have the legal capacity

and you agree to comply with these Terms of Use; (4) you are not under the age of 13; (5) you

are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental

permission to use the Site; (6) you will not access the Site through automated or non-human

means, whether through a bot, script or otherwise; (7) you will not use the Site for any illegal or

unauthorized purpose; and (8) your use of the Site will not violate any applicable law or

regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the

right to suspend or terminate your account and refuse any and all current or future use of the

Site (or any portion thereof).

USER REGISTRATION AND GENERAL TERMS OF USE

You may be required to register with the Site. You agree to keep your password confidential and

will be responsible for all use of your account and password. We reserve the right to remove,

reclaim, or change a username you select if we determine, in our sole discretion, that such

username is inappropriate, obscene, or otherwise objectionable.

In order to use the Site, you must have, or must obtain access to, the internet, either directly or

through devices that access web-based content. You must also provide all equipment

necessary to make (and maintain) such connection to the.

You agree to comply with all applicable local, state, national and foreign laws, treaties,

regulations and conventions in connection with its use of the Site, including without limitation

those related to data privacy, international communications, and the exportation of technical or

personal data.

You acknowledge and agree that the Site is subject to the U.S. Export Administration Laws and

Regulations. You agree that no part of the Site or information obtained through use of the Site,

is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to

proscribed or embargoed countries or their nationals, nor be used for nuclear activities,

chemical biological weapons, or missile projects unless authorized by the U.S. Government.

Proscribed countries are set forth in the U.S. Export Administration Regulations and are subject

to change without notice, and you must comply with the list as it exists in fact. You certify that

neither you nor any of your users are on the U.S. Department of Commerce's Denied Persons

List or affiliated lists or on the U.S. Department of Treasury's Specially Designated Nationals

List. You agree to comply strictly with all U.S. export laws and assume sole responsibility for

obtaining licenses to export or re-export as may be required. Any unauthorized use of the Site

may violate copyright laws, trademark laws, the laws of privacy and publicity, and

communications regulations and statutes. The Site may use encryption technology that is

subject to licensing requirements under U.S. and EC regulations.

FEES AND PAYMENT

We accept the following forms of payment: Wire Transfer, ACH, and Check.

You may be required to purchase or pay a fee to access some of our services. You agree to

provide current, complete, and accurate purchase and account information for all purchases

made via the Site. You further agree to promptly update account and payment information,

including email address and payment method so that we can complete your transactions and

contact you as needed. We bill you through an online billing account for purchases made via the

Site. Sales tax will be added to the price of purchases as deemed required by us. We may

change prices at any time. All payments shall be in U.S. dollars.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you

authorize us to charge your chosen payment provider for any such amounts upon making your

purchase.

We reserve the right to correct any errors or mistakes in pricing, even if we have already

requested or received payment. We also reserve the right to refuse any order placed

through the Site.

FREE TRIAL

Shotover Systems offers a free trial to organizations interested in testing Earthscape. Trial accounts

are fully-functional and intended to be used for the evaluation of Earthscape purchases, and any use

outside of this scope are strictly prohibited. At the conclusion of the trial period, the account will not

be charged and the subscription will be suspended for 30-DAYS unless upgraded to a paid version

at the end of the free trial. Any data remaining on the Site after 30-DAYS will be irreversibly removed

from our servers.

SUBSCRIPTION TERM

Your subscription begins on the date listed on the purchase order agreement and ends after the

purchased term expires. Generally, the Site terms come in either one, two, or three year increments,

however this is subject to change at any time. Your subscription will end the day after the purchased

term has expired. For example, if a 1-year subscription term is purchased and the date listed on the

purchase order agreement is January 1, 2020, then January 1, 2021 will be the last day the

subscription period is active.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site

available. The Site may not be used in connection with any commercial endeavors except

those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile, directly

or indirectly, a collection, compilation, database, or directory without written permission

from us.

2. Make any unauthorized use of the Site, including collecting usernames and/or email

addresses of users by electronic or other means for the purpose of sending unsolicited email,

or creating user accounts by automated means or under false pretenses.

3. Circumvent, disable, or otherwise interfere with security-related features of the Site,

including features that prevent or restrict the use or copying of any Content or enforce

limitations on the use of the Site and/or the Content contained therein.

4. Engage in unauthorized framing of or linking to the Site.

5. Trick, defraud, or mislead us and other users, especially in any attempt to learn

sensitive account information such as user passwords.

6. Make improper use of our support services or submit false reports of abuse or

misconduct.

7. Engage in any automated use of the system, such as using scripts to send comments or

messages, or using any data mining, robots, or similar data gathering and extraction tools.

8. Interfere with, disrupt, or create an undue burden on the Site or the networks or

services connected to the Site.

9. Attempt to impersonate another user or person or use the username of another user.

10. Sell or otherwise transfer your profile.

11. Use any information obtained from the Site in order to harass, abuse, or harm another

person.

12. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the

Content for any revenue-generating endeavor or commercial enterprise.

13. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in

any way making up a part of the Site.

14. Attempt to bypass any measures of the Site designed to prevent or restrict access to the

Site, or any portion of the Site.

15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in

providing any portion of the Site to you.

16. Delete the copyright or other proprietary rights notice from any Content.

17. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML,

JavaScript, or other code.

18. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other

material, including excessive use of capital letters and spamming (continuous posting of

repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site

or modifies, impairs, disrupts, alters, or interferes with the use, features, functions,

operation, or maintenance of the Site.

19. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive

or active information collection or transmission mechanism, including without limitation, clear

graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices

(sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

20. Except as may be the result of standard search engine or Internet browser usage, use,

launch, develop, or distribute any automated system, including without limitation, any spider,

robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any

unauthorized script or other software.

21. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

22. Use the Site in a manner inconsistent with any applicable laws or regulations.

USER GENERATED CONTRIBUTIONS

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online

forums, and other functionality, and may provide you with the opportunity to create, submit, post,

display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the

Site, including but not limited to text, writings, video, audio, photographs, graphics, comments,

suggestions, or personal information or other material (collectively, "Contributions").

Contributions may be viewable by other users of the Site and through third-party websites. As

such, any Contributions you transmit may be treated as non-confidential and non-proprietary.

When you create or make available any Contributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing,

downloading, or copying of your Contributions do not and will not infringe the proprietary rights,

including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any

third party.

2. You are the creator and owner of or have the necessary licenses, rights, consents, releases,

and permissions to use and to authorize us, the Site, and other users of the Site to use your

Contributions in any manner contemplated by the Site and these Terms of Use.

3. You have the written consent, release, and/or permission of each and every identifiable

individual person in your Contributions to use the name or likeness of each and every such

identifiable individual person to enable inclusion and use of your Contributions in any manner

contemplated by the Site and these Terms of Use.

4. Your Contributions are not false, inaccurate, or misleading.

5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials,

pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous,

slanderous, or otherwise objectionable (as determined by us).

7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any

other person and to promote violence against a specific person or class of people.

9. Your Contributions do not violate any applicable law, regulation, or rule.

10. Your Contributions do not violate the privacy or publicity rights of any third party.

11. Your Contributions do not contain any material that solicits personal information from anyone

under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.

12. Your Contributions do not violate any applicable law concerning child pornography, or

otherwise intended to protect the health or well-being of minors.

13. Your Contributions do not include any offensive comments that are connected to race,

national origin, gender, sexual preference, or physical handicap.

14. Your Contributions do not otherwise violate, or link to material that violates, any provision of

these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in,

among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

By posting your Contributions to any part of the Site, you automatically grant, and you

represent and warrant that you have the right to grant, to us an unrestricted, unlimited,

irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and

license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive,

store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole

or in part), and distribute such Contributions (including, without limitation, your image and

voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works

of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of

the foregoing. The use and distribution may occur in any media formats and through any media

channels.

This license will apply to any form, media, or technology now known or hereafter developed, and

includes our use of your name, company name, and franchise name, as applicable, and any of

the trademarks, service marks, trade names, logos, and personal and commercial images you

provide. You waive all moral rights in your Contributions, and you warrant that moral rights have

not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your

Contributions and any intellectual property rights or other proprietary rights associated with

your Contributions. We are not liable for any statements or representations in your

Contributions provided by you in any area on the Site. You are solely responsible for your

Contributions to the Site and you expressly agree to exonerate us from any and all

responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change

any Contributions; (2) to re-categorize any Contributions to place them in more appropriate

locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for

any reason, without notice. We have no obligation to monitor your Contributions.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or

other information regarding the Site ("Submissions") provided by you to us are non-confidential

and shall become our sole property. We shall own exclusive rights, including all intellectual

property rights, and shall be entitled to the unrestricted use and dissemination of these

Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or

compensation to you. You hereby waive all moral rights to any such Submissions, and you

hereby warrant that any such Submissions are original with you or that you have the right to

submit such Submissions. You agree there shall be no recourse against us for any alleged or

actual infringement or misappropriation of any proprietary right in your Submissions.

U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101.

If our services are acquired by or on behalf of any agency not within the Department of Defense

(“DOD”), our services are subject to the terms of these Terms of Use in accordance with FAR

12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired

by or on behalf of any agency within the Department of Defense, our services are subject to the

terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation

(“DFARS”) 227.7202‑3. In addition, DFARS 252.227‑7015

applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu

of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses

government rights in computer software or technical data under these Terms of Use.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms

of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the

law or these Terms of Use, including without limitation, reporting such user to law enforcement

authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the

availability of, or disable (to the extent technologically feasible) any of your Contributions or any

portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove

from the Site or otherwise disable all files and content that are excessive in size or are in any

way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to

protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy

Policy:https://public.earthscape.com/privacy. By using the Site, you agree to be bound by our

hosted in the United States. If you access the Site from any other region of the world with laws

or other requirements governing personal data collection, use, or disclosure that differ from

applicable laws in the United States, then through your continued use of the Site, you are

transferring your data to the United States, and you agree to have your data transferred to and

processed in the United States. Further, we do not knowingly accept, request, or solicit

information from children or knowingly market to children. Therefore, in accordance with the

U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under

the age of 13 has provided personal information to us without the requisite and verifiable

parental consent, we will delete that information from the Site as quickly as is reasonably

practical.

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on

or through the Site infringes upon any copyright you own or control, please immediately notify

us using the contact information provided below (a “Notification”). A copy of your Notification will

be sent to the person who posted or stored the material addressed in the Notification. Please be

advised that pursuant to applicable law you may be held liable for damages if you make

material misrepresentations in a Notification. Thus, if you are not sure that material located on

or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT

LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT

TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO

AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY

PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION

FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN

THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY

TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT

AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT

WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and

creating a new account under your name, a fake or borrowed name, or the name of any

third party, even if you may be acting on behalf of the third party. In addition to terminating or

suspending your account, we reserve the right to take appropriate legal action, including

without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any

reason at our sole discretion without notice. However, we have no obligation to update any

information on our Site. We also reserve the right to modify or discontinue all or part of the Site

without notice at any time. We will not be liable to you or any third party for any modification,

price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware,

software, or other problems or need to perform maintenance related to the Site, resulting in

interruptions, delays, or errors. We reserve the right to change, revise, update, suspend,

discontinue, or otherwise modify the Site at any time or for any reason without notice to you.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused

by your inability to access or use the Site during any downtime or discontinuance of the Site.

Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site

or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with

the laws of the State of Colorado applicable to agreements made and to be entirely performed

within the State of Colorado, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and

individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located

in Boulder County, Colorado, and the Parties hereby consent to, and waive all defenses of lack

of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such

state and federal courts. Application of the United Nations Convention on Contracts for the

International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are

excluded from these Terms of Use. In no event shall any claim, action, or proceeding brought by

either Party related in any way to the Site be commenced more than one (1) years after the

cause of action arose.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or

omissions, including descriptions, pricing, availability, and various other information. We

reserve the right to correct any errors, inaccuracies, or omissions and to change or update the

information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT

YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE

FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR

IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING,

WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR

A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR

REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S

CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL

ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR

INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY

DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND

USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE

SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL

INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF

TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR

THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD

PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR

FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF

ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE

SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY

FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY

THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE

APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT

BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY

TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR

SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY

MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND

EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WE OR OUR

DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR

DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN

CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES

LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING

ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR

PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF BUSINESS

OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA,

MISAPPROPRIATION OF YOUR FILES OR OTHER DAMAGES ARISING FROM YOUR USE

OF THE SITE, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH

OF CONTRACT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY

CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND

REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE

AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD

PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND

INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE

EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU,

SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU,

AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and

all of our respective officers, agents, partners, and employees, from and against any loss,

damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made

by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach

of these Terms of Use; (4) any breach of your representations and warranties set forth in these

intellectual property rights; or (6) any overt harmful act toward any other user of the Site with

whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your

expense, to assume the exclusive defense and control of any matter for which you are required

to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

We will use reasonable efforts to notify you of any such claim, action, or proceeding which is

subject to this indemnification upon becoming aware of it.

USER DATA

Shotover Systems will maintain certain data that you transmit to the Site for the purpose of

managing the performance of the Site, as well as data relating to your use of the Site. Although

Shotover Systems perform regular routine backups of data, you are solely responsible for all

data that you transmit or that relates to any activity you have undertaken using the Site.

The Customer agrees that Shotover Systems shall have no liability to you for any loss or

corruption of any such data, and you hereby waive any right of action against us arising from

any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic

communications. You consent to receive electronic communications, and you agree that all

agreements, notices, disclosures, and other communications we provide to you electronically,

via email and on the Site, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,

ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES,

POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR

VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations,

rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery

or retention of non-electronic records, or to payments or the granting of credits by any means

other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance

Unit of the Division of Consumer Services of the California Department of Consumer Affairs in

writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone

at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use our Privacy Policy and the Earthscape Terms and Conditions constitute the

entire agreement and understanding between you and us. Our failure to exercise or enforce

any right or provision of these Terms of Use shall not operate as a waiver of such right or

provision. These Terms of Use operate to the fullest extent permissible by law. We may assign

any or all of our rights and obligations to others at any time. We shall not be responsible or

liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable

control. If any provision or part of a provision of these Terms of Use is determined to be

unlawful, void, or unenforceable, that provision or part of the provision is deemed severable

from these Terms of Use and does not affect the validity and enforceability of any remaining

provisions. There is no joint venture, partnership, employment or agency relationship created

between you and us as a result of these Terms of Use or use of the Site. You agree that these

waive any and all defenses you may have based on the electronic form of these Terms of Use

and the lack of signing by the parties hereto to execute these Terms of Use.

Conclusion of Earthscape License Term

At the end of the Customer’s subscription term, Shotover Systems will maintain your Site’s data

FOR A PERIOD OF 30-DAYS before irreversibly removing the content from our servers. Customers

may request an export of this data to a physical drive, and all costs related to this export are the

Customer’s sole responsibility. Requests for data export must be received before the active license

ends.

Included Storage (if applicable)

Unless otherwise provided in a purchase agreement, the subscribing organization will be allowed

50TB of storage on Earthscape.com as a part of the "All-Inclusive" pricing term. This amount

includes all video, images, kmls, and otherwise stored on the organization's site. Any overages will

be rounded to the nearest Gigabyte (GB) and billed at a rate of $0.25 per GB per month.

Live Streaming

If an organization purchases the "All-Inclusive" package, they will have access to live streaming

services on their Earthscape.com account. Additional equipment, setup, or non-recurring

engineering (NRE) purchases may be necessary to perform this function and are not included as a

part of the Earthscape license purchase.

User Accounts

Organizations are allowed to possess up to 50 user accounts at any time of the license's lifespan.

Additional user accounts can be created upon request, but are subject to additional associated

costs. Organization administrator's may contact webdev@churchillnavigation.com if additional user

accounts are needed.

Video Retention

Video retention tools are included with the "All-Inclusive" Earthscape package. These tools allow

users to manage their data storage in terms of time. Retention policies can be created at any time by

organization administrators, and videos may be tagged by authorized users to associate them with a

retention policy. Site-wide retention policies are also available (e.g., "once any video becomes

2-years old on the site, delete it.").

Distribution and Sharing Tools

Earthscape comes equipped with powerful tools to make data dissemination much easier. These

tools allow authorized users to create public links to specific videos on their organization's site,

and site administrators can manage these links within their site's administrator panel. Churchill

Navigation, SHOTOVER Systems, and any of their subsidies is not responsible for any damages

occurring from the misuse of these tools.

Earthscape License Renewals

Earthscape license terms may be renewed at any time by contacting

sales@shotover.com. To avoid interruptions in service, the renewal should be requested no later

than 2 weeks prior to the end of the current term. Any requests for term renewals received within

2 weeks of the end-date are subject to expedite fees, if necessary to avoid service interruption.

Earthscape Cancellation and Refunds

Unless otherwise provided in a purchase agreement, Customers may cancel their subscription to

Earthscape at any time by contacting us using the contact information provided below. Your

cancellation will take effect at the end of the current paid term.

All Site data will be maintained for a period of 30-days after the effective cancellation date. For

information on exporting data prior to the effective cancellation date, see section “Earthscape

Conclusion of Service Term”.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding

use of the Site, please contact us at:

Churchill Navigation Inc. dba SHOTOVER Systems, Inc.

5660 Airport Blvd Suite 101

Boulder, CO 80301

United States

Phone: (720) 744-3300