END USER LICENSE AGREEMENT

GeoCue Group, Inc.
520 6th Street
Madison, AL 35756
(256) 461-8289

 END USER LICENSE AGREEMENT – LP360 (DESKTOP & CLOUD)

1. Agreement Acceptance and Definitions

1.1. Parties This End User License Agreement (the "Agreement" or "EULA") is a legal contract between GeoCue Group, Inc., located at 520 6th Street, Madison, AL 35756 ("GeoCue"), and the individual, business, or organization installing or using the Software ("Licensee").

1.2. Acceptance of Terms By installing, copying, or otherwise using LP360 Desktop or LP360 Cloud, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree to these terms, they must not install or use the Software.

1.3. Definition of Software and Use "Software" refers to the LP360 product family, encompassing both LP360 Desktop and LP360 Cloud. This definition includes executable programs, updates, supplements, add-on components, and technical data files provided by GeoCue, unless accompanied by separate terms. Software is considered in "use" on a computer when it is loaded into temporary memory (i.e., RAM) or installed into permanent memory (e.g., hard disk, solid-state drive, or other storage device).

1.4. AI and Machine Learning Models "AI Models" or "Machine Learning Models" refer to the proprietary algorithmic structures, inference engines, weights, logic, and automated processing frameworks provided within or utilized by the Software for data analysis, classification, or feature extraction.

2. Grant of Licenses

2.1. Software License GeoCue grants Licensee a non-exclusive, non-transferable, limited, and perpetual license to use the Software solely for Licensee’s data processing and analysis operations. This grant specifically includes the rights to: (i) allow third parties to perform LiDAR visualization of Licensee's data through Licensee's website; (ii) serve geospatial data using web mapping standards as derived by the Software; (iii) create point cloud and derivative geospatial files; and (iv) provide resulting point cloud and derivative geospatial files to third parties. The license type shall be one of the following:

• Machine License: Dedicated to the specific computer hardware and operating system where the Software is loaded (the "Designated System"). On a Designated System, a single instance may only be used by one individual at any one time.
• Floating License: Permits execution on any computer within a network. Simultaneous or concurrent users and software instances are managed and controlled by a License Manager.

2.2. Cloud Usage This license extends to cloud-based data processing and analysis operations via LP360 Cloud. All usage of cloud components remains subject to the core restrictions, security protocols, and terms of this Agreement.

2.3. Documentation License GeoCue grants Licensee a non-exclusive, non-transferable, limited, and perpetual license to use the documentation accompanying the Software solely to support the exercise of the Software license granted in Section 2.1.

2.4. Upgrades This Agreement applies to all updates and supplements provided by GeoCue. Licensee must be validly licensed for the original Software to receive upgrades. Upon the installation of an upgrade, Licensee’s right to use any previous version of the Software is terminated.

3. Usage Restrictions and AI Protections

3.1. General Restrictions Licensee shall not:

• Use the Software for third-party training or commercial time-sharing.
• Rent, lease, or use the Software under a software-as-a-service (SaaS) arrangement, except where expressly authorized by GeoCue.
• Utilize the Software for service bureau use or unauthorized affiliate use.
• Upload, download, or display the Software to third parties in any medium in violation of this Agreement.

3.2. Engineering Restrictions Licensee is strictly forbidden from disassembling, reverse-compiling, or reverse-engineering the Software or any associated data files. No action may be taken to derive a source code equivalent of the Software.

3.3. AI and Machine Learning Restrictions Licensee is prohibited from using the Software, its outputs, or its derivative geospatial files to train, develop, or improve any third-party AI Models or Machine Learning Models.

3.4. AI Reverse-Engineering Ban Licensee shall not attempt to derive, extract, or reverse-engineer the underlying logic, weights, inference engines, or proprietary architecture of GeoCue’s AI Models.

4. Ownership and Proprietary Information

4.1. Title The Software is protected by intellectual property laws and is licensed, not sold. GeoCue (and its third-party licensors) retains all rights, title, and interest in and to the Software.

4.2. Intellectual Property Protection Licensee shall not remove, destroy, deface, or alter any copyright notices, trademarks, legends, or proprietary marks displayed on the Software’s screens or printouts.

4.3. Trade Secrets Licensee acknowledges that the Software contains valuable trade secrets developed at great expense. Licensee agrees to preserve the confidential nature of these trade secrets and proprietary information and acknowledges that a violation would cause irreparable harm to GeoCue.

5. Enterprise Requirements

5.1. Mutual Confidentiality Both parties agree to protect non-public, proprietary information disclosed during the term of this Agreement. Licensee shall apply the same level of care to GeoCue’s trade secrets as it does to its own most sensitive confidential information.

5.2. Audit Rights GeoCue reserves the right to audit Licensee’s usage of the Software to ensure compliance with license counts and usage types. This includes the right to review License Manager logs and cloud usage metrics.

5.3. Malicious Code Warranty GeoCue uses commercially reasonable efforts to ensure that the Software is free from known viruses or malicious code at the time of delivery to Licensee.

6. Maintenance, Monitoring, and Support

6.1. Service Provision Maintenance and support services are provided only if Licensee has entered into a separate contract and paid the requisite fees. Technical assistance provided by GeoCue is limited in nature.

6.2. Usage Monitoring GeoCue may monitor Software usage, including metrics associated with LP360 Cloud, to verify compliance with this EULA. This monitoring facilitates the identification of unauthorized access and enables GeoCue to provide necessary breach notifications regarding Licensee data.

7. Warranties and Remedies

7.1. Limited Warranty GeoCue warrants that the Software will perform in substantial accordance with its specifications for a period of 90 days from the date of receipt. This warranty is void if failure results from accident, abuse, misapplication, abnormal use, or unauthorized modification.

7.2. Warranty Disclaimers EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN SECTION 7.1, GEOCUE DISTRIBUTES THE SOFTWARE "AS IS." GEOCUE DISCLAIMS ALL

OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. GEOCUE DOES NOT WARRANT THAT THE SOFTWARE (A) WILL RUN UNINTERRUPTED OR ERROR-FREE, (B) CONTAINS NO DEFECTS, (C) WILL MEET YOUR REQUIREMENTS, OR (D) WILL BE COMPATIBLE OR OPERATE IN ANY COMBINATION WITH YOUR DATA OR OTHER SOFTWARE PROGRAMS THAT YOU MAY USE.

7.3. Exclusive Remedies In the event of a breach of warranty, GeoCue’s entire liability and Licensee’s exclusive remedy shall be, at GeoCue’s sole discretion:

• (a) The return of the fees paid for the Software; or
• (b) The repair or replacement of the Software.

8. Indemnification

8.1. GeoCue Indemnity GeoCue will defend or settle any third-party claim that the Software infringes a proprietary right, provided Licensee:

• Used the Software within the scope of this Agreement.
• Promptly notifies GeoCue of the claim in writing.
• Grants GeoCue sole control over the defense and settlement negotiations.
• Provides reasonable assistance in the defense.

8.2. Licensee Indemnity Licensee shall defend and hold GeoCue harmless against any claims arising from Licensee’s unauthorized modification of the Software or use of the Software in a manner not permitted by this Agreement.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GEOCUE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THIS EXCLUSION INCLUDES, BUT IS NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS, OR DATA LOSS ARISING FROM THE USE OF THE SOFTWARE, EVEN IF GEOCUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL GEOCUE’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY LICENSEE FOR THE SOFTWARE.

10. Compliance and Data Security

10.1. Export Controls The Software is subject to the export laws and regulations of the United States. Licensee shall not export or re-export the Software in violation of these laws.

10.2. Breach Notification GeoCue shall notify Licensee of any verified unauthorized access to Licensee data stored within LP360 Cloud, in accordance with applicable data protection standards and commercially reasonable security practices.

11. General Provisions

11.1. Governing Law and Venue This Agreement is governed by the laws of the State of Alabama. The state and federal courts of Madison County, Alabama, shall have sole jurisdiction and venue for any disputes arising under this Agreement.

11.2. Severability and Waiver If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force. A failure to enforce any right does not constitute a waiver of future enforcement.

11.3. Assignments and Transfers Licensee may not assign or transfer this license without GeoCue’s prior written consent. However, the license may be moved to a different computer system or location within Licensee’s own organization within the same country, provided the Software is removed from the previous device.

11.4. Termination and Survival GeoCue may terminate this Agreement immediately if Licensee fails to comply with its terms. Upon termination, Licensee must destroy all copies of the Software. The following sections shall survive termination: Section 4 (Ownership and Proprietary Information), Section 7 (Warranties and Remedies), Section 8 (Indemnification), Section 9 (Limitation of Liability), Section 10 (Compliance and Data Security), and Section 11 (General Provisions).

11.5. Entire Agreement This document represents the entire understanding between the parties. It supersedes all prior proposals or oral/written understandings, unless a separate written agreement has been signed by both parties, in which case the signed agreement takes precedence.