THESE TERMS OF SERVICE (“TERMS”) CONSTITUTE AN AGREEMENT BETWEEN YOU AND LEOSIGHT, INC. (“LEOSIGHT”). BY ACCESSING OR USING THE LEOSIGHT SERVICE, YOU ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICE. YOU REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF YOU ARE USING THE SERVICE ON BEHALF OF A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF THAT ENTITY AND BIND THAT ENTITY TO THESE TERMS (IN WHICH CASE, “YOU” AND “YOUR” WILL REFER TO THAT ENTITY). LEOSIGHT MAY CHANGE THESE TERMS AT ANY TIME. YOU AGREE THAT LEOSIGHT MAY NOTIFY YOU OF THE UPDATED TERMS BY POSTING THEM ON LEOSIGHT’S WEBSITE AND THAT YOUR USE OF THE SERVICE AFTER THE EFFECTIVE DATE OF ANY UPDATED TERMS CONSTITUTES YOUR AGREEMENT TO THE UPDATED TERMS.

1. Definitions.

   “Content” means the data and content available through and displayed within the Service, provided by a Person other than you. “Fees” means the amounts owed by you to LeoSight for use of the Service, as identified on the Order Form. “Intellectual Property Rights” means all: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs), rights in data and databases; and (d) trade secrets, knowhow and other confidential information. “LeoSight” means LeoSight, Inc. “Order Form” means an ordering document such as a purchase order or an online order, entered into between you and LeoSight, identifying the Service and the Fees. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity. “Service” means your access to the Software. “Software” means the LeoSight software platform, to include its clients (desktop, web, mobile), server, APIs, and documentation. “Tax” means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, duty, or other charge imposed by a governmental authority including any associated penalties and interest, related to the Service, not resulting from LeoSight’s income. “Term” means: the period starting on the date you first access or use the Service, and ending on the earlier of the date your subscription expires or the date it is terminated by LeoSight due to your breach of these Terms. “Terms” means these LeoSight Terms of Service. “Third Party” means any Person other than you or LeoSight. “User” means a Person who has registered to access the Service, and to whom LeoSight has granted an account.

2. Availability of Services.

   LeoSight will use commercially reasonable efforts to provide continuous availability and access to the Service twenty-four (24) hours a day, seven (7) days a week. However, there may be outages beyond LeoSight’s control, for example, due to Third Parties on which the Service depends. Additionally, LeoSight may temporarily suspend the Service for scheduled maintenance, or make changes, updates, or enhancements to the Service at any time.

3. Use and Subscription.

   To obtain access to the Service, you are required to obtain an account with LeoSight by completing a registration form and designating a user ID and password to become a User. Subject to and conditioned upon your strict compliance with these Terms, LeoSight grants to you a non-exclusive, non-transferable, non-assignable subscription during the Term to use the Software solely in connection with the Service, subject to all conditions and limitations set forth in these Terms. You are required to safeguard the Service and Software from infringement, misappropriation, theft, misuse or unauthorized access; promptly notify LeoSight if you become aware of any infringement of LeoSight’s Intellectual Property Rights in the Service or Software; and fully cooperate with LeoSight in any legal action taken by LeoSight to enforce its Intellectual Property Rights. You are required to use the Service and Software in accordance with these Terms. LeoSight may terminate your access to the Service and your subscription to the Software if you breach any of these Terms, or if you use the Service in a manner that LeoSight in its sole discretion determines threatens the security or availability of the Service. You may not, directly or indirectly:

   Rent, lease, lend, sell, share, sell, assign, distribute, publish, transfer or otherwise make available your account, the Service, Software, Content, or features or functionality of the Service or Software, to any Third Party for any reason;

   Use the Service or Software for purposes of competitive analysis of the Service or Software, the development of a competing product or service, or for any other purpose that is to LeoSight’s commercial disadvantage;

   Copy any part of the Service, Software, or Content for any reason;

   Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code or algorithms of the Service, Software, or Content;

   Remove, delete, alter or obscure any copyright, trademark, or other intellectual property or proprietary rights notices from the Service, Software, or Content;

   Use the Service, Software, or Content for any illegal or unauthorized purpose, or in violation of any international, federal, state or local law, regulation or rule, including U.S. export control laws and regulations;

   Access or use the Service after the Term;

   Cause, in LeoSight’s sole discretion, inordinate burden on the Service or Service resources or capacity;

   Disclose, display, demonstrate, or otherwise make available the Service, Software, or any portion thereof to any Third Party vendor or competitor in the fields of real-time, investigative, or situational awareness platforms without the prior written consent of LeoSight; or

   Otherwise use, copy, or distribute the Service, Software, or Content except as expressly allowed hereunder.

4. Payment.

   You are required to pay LeoSight all applicable Fees for the Service. Fees are non-refundable. No expiration or termination of your access to the Service will entitle you to any refund. Fees are exclusive of Tax, and you are responsible for paying any Tax. In the event you have not paid such Tax or provided a resale certificate, and LeoSight is required to pay such Tax, you will reimburse LeoSight for such Tax. Payment will be made in U.S. Dollars in accordance with remittance instructions furnished by LeoSight. Payment terms are Net 30 days from the invoice date, or as otherwise stated on the Order Form. Payments that are outstanding more than ten (10) days from their respective due date shall bear an interest rate of the lesser of one and one-half percent (1.5%) per month or the maximum interest rate allowed by the State of Texas, until fully paid, including any interest payments thereon. In the event you do not pay within these terms, all collection costs incurred by LeoSight including attorney’s fees will be paid by you and LeoSight may terminate your access to the Service.

5. Collection and Use of Information.

   You acknowledge that LeoSight may collect, store, use, and share your information and data, in accordance with the LeoSight Privacy Policy. Additionally, LeoSight may in its discretion identify your entity on its website and marketing materials, using your entity name and/or logo. You may provide applicable branding guidelines to LeoSight at marketing@leosight.com.

6. Third-Party Materials.

   The Service may include software, Content, data or other materials, including related documentation, that are owned by Persons other than LeoSight (“Third Party Products”). You agree to be and are hereby bound by the attribution requirements and other terms of use for each Third Party Product, which are available at the links below. You may not use the Third Party Product components of the Service except as part of your use of the Service. You may not copy, distribute, or otherwise make available the Third-Party Products, except as incorporated within your authorized use of the Service. You may not use any Third Party Product for purposes of competitive analysis of the Third Party Product, the development of a competing product or service, or for any other purpose that is to the Third Party’s commercial disadvantage. The Third Party Product licensors disclaim any and all liability for consequential and other indirect damages and implied warranties, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. The Third Party Product licensors, and their respective licensors, are third party beneficiaries of the use restrictions, disclaimers and liability limitations of these Terms with respect to the applicable Third Party Products, with right of enforcement. Any remedies available to you for any claims or damages arising out of these Terms are solely against LeoSight and not against any Third Party Product licensor. You release all Third Party Product licensors from any and all liability, and from all damages of whatever nature, in relation to the use, operation, content, availability, and/or sublicense of the Third Party Products.

7. Copyright Infringement and DMCA Policy.

   In accordance with the Digital Millennium Copyright Act of 1998, if you believe that any Content or other material in the Service or otherwise included in or linked to by LeoSight violates your copyright, you may file a notice in accordance with the LeoSight Copyright Policy.

8. Non-Disclosure and Competitive Restrictions.

   You acknowledge that the Service and Software embody confidential and proprietary information of LeoSight. You agree not to disclose, display, or demonstrate the Service, Software, or any portion thereof to any Third Party vendor or competitor in the fields of real-time, investigative, or situational awareness platforms, nor permit such access, without the prior written consent of LeoSight. Any unauthorized disclosure or demonstration will be deemed a material breach of these Terms.

9. WARRANTY DISCLAIMER.

   THE SERVICE, SOFTWARE, AND CONTENT ARE PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LEOSIGHT, ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE, SOFTWARE, AND CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LEOSIGHT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE OR CONTENT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. ACCESS TO CONTENT MAY BE INTERRUPTED OR REMOVED. LEOSIGHT WILL NOT BE LIABLE TO YOU FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUATION OF THE CONTENT.

10. Indemnification.

    Indemnification by LeoSight: LeoSight will indemnify, defend and hold you harmless from and against all damages awarded in a final judgment in any Third Party claim alleging that the Service or Software (excluding all Third Party Products and Content) infringes or misappropriates any U.S. patent or U.S. patent application published on or before the start date of the Term, or copyright or trademark of that Third Party in the U.S., on the condition that you notify LeoSight promptly of the claim and give LeoSight sole control of the defense and negotiation for its settlement or compromise. LeoSight will have no obligation to indemnify you if you are in breach of these Terms, nor will LeoSight have any obligation in any action or for any losses incurred in relation to, arising out of or resulting from, in whole or in part: (i) any use of the Service or Software on any hardware, system or other software not provided or authorized in writing by LeoSight, if such infringement would not have occurred but for such combination; (ii) any modification of the Service or Software to include the addition of content or data not provided or authorized in writing by LeoSight, or your or any Third Party’s negligence, abuse, misapplication or misuse of the Service or Software, if such infringement would not have occurred but for such modification, neglect, abuse, misapplication or misuse; or (iii) any action relating to the use of Third Party Products or Content. THIS SECTION SETS FORTH LEOSIGHT’S SOLE LIABILITY AND ENTIRE OBLIGATION AND YOUR EXCLUSIVE REMEDY FOR ANY ACTION ARISING OUT OF ANY CLAIM OF INFRINGEMENT. Indemnification by you: You agree to indemnify, defend, and hold LeoSight and its licensors harmless from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, any violation of these Terms, or any content provided by you. This provision survives the Term.

11. Limitation of Liability.

    TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: IN NO EVENT WILL LEOSIGHT, OR ANY OF ITS LICENSORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE OR CONTENT, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS, OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT LEOSIGHT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LEOSIGHT IS NOT LIABLE FOR THE ACCURACY OF THE CONTENT OR THE OUTCOME OF ANY DECISION YOU MAY MAKE BASED ON THE CONTENT. IN NO EVENT WILL LEOSIGHT’S, INCLUDING ANY OF ITS LICENSORS’, COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE OR SOFTWARE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM. THE LIMITATIONS SET FORTH ABOVE WILL APPLY EVEN IF LEOSIGHT’S REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE. THIS PROVISION SURVIVES THE TERM.

12. Governing Law.

    These Terms will be governed by and construed in accordance with the internal laws of the State of Texas and the federal law of the U.S. without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or related to these Terms or the matters contemplated hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Dallas and County of Dallas, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waive any objection based on improper venue or forum non conveniens. This provision survives the Term. YOU HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE.

13. If you have any questions about these Terms, please contact LeoSight at info@leosight.com.

These Terms of Service (“Terms”) Constitute an Agreement Between You and Live Earth, LLC d/b/a LeoSight (“LeoSight”). By Accessing or Using the LeoSight Service, You Accept These Terms and Agree That You are Legally Bound by These Terms. If You Do Not Agree to be Bound by All of These Terms, Do Not Access or Use the Service. You Represent and Warrant That: (I) You Are of Legal Age to Enter Into a Binding Agreement; And (II) If You Are Using The Service On Behalf Of A Corporation, Governmental Organization, Or Other Legal Entity, You Have The Right, Power And Authority To Accept These Terms On Behalf Of That Entity And Bind That Entity To These Terms (In Which Case, “you” And “your” Will Refer To That Entity). LeoSight May Change These Terms At Any Time. You Agree That LeoSight May Notify You Of The Updated Terms By Posting Them On LeoSight’s Website And That Your Use Of The Service After The Effective Date Of Any Updated Terms Constitutes Your Agreement To The Updated Terms.

LeoSight may change this privacy policy at any time. You agree that LeoSight may notify you of privacy policy updates by posting them on LeoSight’s website, and that LeoSight’s use of your user information after the effective date of any updated privacy policy is governed by the updated privacy policy.

1. Definitions.
   “Content” means the data and content available through and displayed within the Service, provided by a Person other than you. “Fees” means the amounts owed by you to LeoSight for use of the Service, as identified on the Order Form. “Intellectual Property Rights” means all: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs), rights in data and databases; and (d) trade secrets, knowhow and other confidential information. “LeoSight” means Live Earth, LLC., d/b/a LeoSight. “Order Form” means an ordering document such as a purchase order or an online order, entered into between you and LeoSight, identifying the Service and the Fees. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity. “Service” means your access to the Software. “Software” means the LeoSight software platform, to include its clients (desktop, web, mobile), server, APIs, and documentation. “Tax” means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, duty, or other charge imposed by a governmental authority including any associated penalties and interest, related to the Service, not resulting from LeoSight’s income. “Term” means: the period starting on the date you first access or use the Service, and ending on the earlier of the date your subscription expires or the date it is terminated by LeoSight due to your breach of these Terms.  “Terms” means these LeoSight Terms of Service. “Third Party” means any Person other than you or LeoSight. “User” means a Person who has registered to access the Service, and to whom LeoSight has granted an account.

2. Availability of Services.
   LeoSight will use commercially reasonable efforts to provide continuous availability and access to the Service twenty-four (24) hours a day, seven (7) days a week. However, there may be outages beyond LeoSight’s control, for example, due to Third Parties on which the Service depends. Additionally, LeoSight may temporarily suspend the Service for scheduled maintenance, or make changes, updates, or enhancements to the Service at any time.

3. Use and Subscription.
   To obtain access to the Service, you are required to obtain an account with LeoSight by completing a registration form and designating a user ID and password to become a User. Subject to and conditioned upon your strict compliance with these Terms, LeoSight grants to you a non-exclusive, non-transferable, non-assignable subscription during the Term to use the Software solely in connection with the Service, subject to all conditions and limitations set forth in these Terms. You are required to safeguard the Service and Software from infringement, misappropriation, theft, misuse or unauthorized access; promptly notify LeoSight if you become aware of any infringement of LeoSight’s Intellectual Property Rights in the Service or Software; and fully cooperate with LeoSight in any legal action taken by LeoSight to enforce its Intellectual Property Rights. You are required to use the Service and Software in accordance with these Terms. LeoSight may terminate your access to the Service and your subscription to the Software if you breach any of these Terms, or if you use the Service in a manner that LeoSight in its sole discretion determines threatens the security or availability of the Service. You may not, directly or indirectly:

   • Rent, lease, lend, sell, share, sell, assign, distribute, publish, transfer or otherwise make available your account, the Service, Software, Content, or features or functionality of the Service or Software, to any Third Party for any reason;

   • Use the Service or Software for purposes of competitive analysis of the Service or Software, the development of a competing product or service, or for any other purpose that is to LeoSight’s commercial disadvantage;

   • Copy any part of the Service, Software, or Content for any reason;

   • Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code or algorithms of the Service, Software, or Content;

   • Remove, delete, alter or obscure any copyright, trademark, or other intellectual property or proprietary rights notices from the Service, Software, or Content;

   • Use the Service, Software, or Content for any illegal or unauthorized purpose, or in violation of any international, federal, state or local law, regulation or rule, including U.S. export control laws and regulations;

   • Access or use the Service after the Term;

   • Cause, in LeoSight’s sole discretion, inordinate burden on the Service or Service resources or capacity; or

   • Disclose, display, demonstrate, or otherwise make available the Service, Software, or any portion thereof to any Third Party vendor or competitor in the fields of real-time, investigative, or situational awareness platforms without the prior written consent of LeoSight.

   • Otherwise use, copy, or distribute the Service, Software, or Content except as expressly allowed hereunder.

4. Payment
   You are required to pay LeoSight all applicable Fees for the Service. Fees are non-refundable. No expiration or termination of your access to the Service will entitle you to any refund. Fees are exclusive of Tax, and you are responsible for paying any Tax. In the event you have not paid such Tax or provided a resale certificate, and LeoSight is required to pay such Tax, you will reimburse LeoSight for such Tax. Payment will be made in U.S. Dollars in accordance with remittance instructions furnished by LeoSight. Payment terms are Net 30 days from the invoice date, or as otherwise stated on the Order Form. Payments that are outstanding more than ten (10) days from their respective due date shall bear an interest rate of the lesser of one and one-half percent (1.5%) per month or the maximum interest rate allowed by the State of Texas, until fully paid, including any interest payments thereon. In the event you do not pay within these terms, all collection costs incurred by LeoSight including attorney’s fees will be paid by you and LeoSight may terminate your access to the Service.

5. Automatic Payments
   By providing payment method information to complete payment of your initial invoice and proceeding with such payment (including via any applicable consent mechanism in the payment process or Order Form), you authorize LeoSight to securely store such payment method information in accordance with applicable payment card industry data security standards (including PCI DSS) and applicable law. You further authorize LeoSight to automatically charge the stored payment method for all subsequent invoices issued under this Agreement or any applicable Order Form. LeoSight will issue subsequent invoices approximately ninety (90) days prior to the due date and provide you with reasonable notice and reminders of the upcoming invoice and due date via the contact information on file. On the invoice due date, LeoSight will automatically process payment using the stored payment method. You are solely responsible for ensuring that the stored payment method has sufficient available funds or credit to cover the full invoice amount on the due date. Any failed or rejected payment attempts may result in additional processing fees (as disclosed by LeoSight or your payment provider), immediate suspension or termination of your access to the Service, and continued accrual of late interest and collection costs as described above. You remain fully liable for any outstanding balances, regardless of payment failure. You may update, or replace your stored payment method at any time by notifying LeoSight in writing or through your account portal (if available). LeoSight reserves the right to require manual payments or alternative arrangements if automatic payments fail more than once.

6. Collection and Use of Information.
   You acknowledge that LeoSight may collect, store, use, and share your information and data, in accordance with the LeoSight Privacy Policy. Additionally, LeoSight may in its discretion identify your entity on its website and marketing materials, using your entity name and/or logo. You may provide applicable branding guidelines to LeoSight at marketing@leosight.com.

7. Third-Party Materials.
   The Service may include software, Content, data or other materials, including related documentation, that are owned by Persons other than LeoSight (“Third Party Products”). You agree to be and are hereby bound by the attribution requirements and other terms of use for each Third Party Product, which are available at the links below. You may not use the Third Party Product components of the Service except as part of your use of the Service. You may not copy, distribute, or otherwise make available the Third-Party Products, except as incorporated within your authorized use of the Service. You may not use any Third Party Product for purposes of competitive analysis of the Third Party Product, the development of a competing product or service, or for any other purpose that is to the Third Party’s commercial disadvantage. The Third Party Product licensors disclaim any and all liability for consequential and other indirect damages and implied warranties, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. The Third Party Product licensors, and their respective licensors, are third party beneficiaries of the use restrictions, disclaimers and liability limitations of these Terms with respect to the applicable Third Party Products, with right of enforcement. Any remedies available to you for any claims or damages arising out of these Terms are solely against LeoSight and not against any Third Party Product licensor. You release all Third Party Product licensors from any and all liability, and from all damages of whatever nature, in relation to the use, operation, content, availability, and/or sublicense of the Third Party Products.

8. Copyright Infringement and DMCA Policy.
   In accordance with the Digital Millennium Copyright Act of 1998, if you believe that any Content or other material in the Service or otherwise included in or linked to by LeoSight violates your copyright, you may file a notice in accordance with the LeoSight Copyright Policy.

9. Non-Disclosure and Competitive Restrictions.
   You acknowledge that the Service and Software embody confidential and proprietary information of LeoSight. You agree not to disclose, display, or demonstrate the Service, Software, or any portion thereof to any Third Party vendor or competitor in the fields of real-time, investigative, or situational awareness platforms, nor permit such access, without the prior written consent of LeoSight. Any unauthorized disclosure or demonstration will be deemed a material breach of these Terms.

10. WARRANTY DISCLAIMER.
    THE SERVICE, SOFTWARE, AND CONTENT ARE PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LEOSIGHT, ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE, SOFTWARE, AND CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LEOSIGHT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE OR CONTENT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. ACCESS TO CONTENT MAY BE INTERRUPTED OR REMOVED. LEOSIGHT WILL NOT BE LIABLE TO YOU FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUATION OF THE CONTENT.

11. Indemnification.
    Indemnification by LeoSight: LeoSight will indemnify, defend and hold you harmless from and against all damages awarded in a final judgment in any Third Party claim alleging that the Service or Software (excluding all Third Party Products and Content) infringes or misappropriates any U.S. patent or U.S. patent application published on or before the start date of the Term, or copyright or trademark of that Third Party in the U.S., on the condition that you notify LeoSight promptly of the claim and give LeoSight sole control of the defense and negotiation for its settlement or compromise. LeoSight will have no obligation to indemnify you if you are in breach of these Terms, nor will LeoSight have any obligation in any action or for any losses incurred in relation to, arising out of or resulting from, in whole or in part: (i) any use of the Service or Software on any hardware, system or other software not provided or authorized in writing by LeoSight, if such infringement would not have occurred but for such combination; (ii) any modification of the Service or Software to include the addition of content or data not provided or authorized in writing by LeoSight, or your or any Third Party’s negligence, abuse, misapplication or misuse of the Service or Software, if such infringement would not have occurred but for such modification, neglect, abuse, misapplication or misuse; or (iii) any action relating to the use of Third Party Products or Content. THIS SECTION SETS FORTH LEOSIGHT’S SOLE LIABILITY AND ENTIRE OBLIGATION AND YOUR EXCLUSIVE REMEDY FOR ANY ACTION ARISING OUT OF ANY CLAIM OF INFRINGEMENT. Indemnification by you: You agree to indemnify, defend, and hold LeoSight and its licensors harmless from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, any violation of these Terms, or any content provided by you.  This provision survives the Term.

12. Limitation of Liability.
    TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: IN NO EVENT WILL LEOSIGHT, OR ANY OF ITS LICENSORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE OR CONTENT, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS, OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT LEOSIGHT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LEOSIGHT IS NOT LIABLE FOR THE ACCURACY OF THE CONTENT OR THE OUTCOME OF ANY DECISION YOU MAY MAKE BASED ON THE CONTENT. IN NO EVENT WILL LEOSIGHT’S, INCLUDING ANY OF ITS LICENSORS’, COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE OR SOFTWARE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM. THE LIMITATIONS SET FORTH ABOVE WILL APPLY EVEN IF LEOSIGHT’S REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.  THIS PROVISION SURVIVES THE TERM.

13. Governing Law.
    These Terms will be governed by and construed in accordance with the internal laws of the State of Texas and the federal law of the U.S. without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or related to these Terms or the matters contemplated hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Dallas and County of Dallas, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waive any objection based on improper venue or forum non conveniens.  This provision survives the Term. YOU HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE.

14. If you have any questions about these Terms, please contact LeoSight at info@leosight.com.