Preamble

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Globeholder provides a set of APIs and services that allow its users to access and utilize Globeholder's geospatial foundational models, universal embeddings, and related services (the "Services"). These terms of service (the "Terms of Service") are entered into by and between Globeholder and the Customer. These Terms of Service apply to any subscription, access, or use of the Services by the Customer. These Terms of Service are effective as of the Effective Date and shall continue for an indefinite period of time, until terminated by one of the Parties (the "Subscription Term").

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1. Definitions

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Capitalized words in this document shall have the meaning set forth below:

• "API": means Globeholder's application programming interface that allows the Customer to use the Services.

• "API Key": means the unique authentication code provided by Globeholder to the Customer allowing the Customer to access and use the API.

• "Services": means the services provided by Globeholder to the Customer under these Terms of Service, including but not limited to the API, universal embeddings, and any related features.

• "Effective Date": means the earlier of (i) the date the Customer first uses the Services or (ii) the date the Customer accepts these Terms of Service.

• "End-Users": means any person who uses the Customer Application.

• "Subscription Term": means the term of these Terms of Service.

 

2. Purpose and Scope Purpose.

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These Terms of Service set forth the rights and responsibilities of Globeholder and the Customer in connection with the subscription to and/or use of the Services.

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3. Acceptance

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Any access, use, or Subscription to the Services implies Your unreserved agreement to these Terms of Service. By clicking on "I agree" (or any similar button or checkbox on the Platform) at the time You Subscribe to the Services or by signing a Purchase Order, You expressly agree to be bound by this Agreement.

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4. The Services

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4.1. The API Provision of the API. During the Subscription Term and subject to the Customer's compliance with this Agreement, Globeholder will make the API available to the Customer under the terms and conditions set forth in this Agreement.

License. Globeholder grants to the Customer a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the Services for the Subscription Term, for the purpose of (i) incorporating the API into its products and services or (ii) using the API for its own internal business needs, in compliance with this Agreement and the applicable law.

Restrictions. The Customer's right to use the Services is subject to the obligations outlined in these Terms of Service. API Key. Once the Customer has subscribed to the Services, Globeholder will provide the Customer with an API Key. The Customer shall set up and use the API Key in compliance with the associated Documentation to be able to use the API. The Customer acknowledges and agrees that the API Key is confidential information.

API call limitations. The volume of API calls made by the Customer within a specific period may be subject to limitation at the sole discretion of Globeholder.

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4.2. Your User Data How we use Your User Data: We use Your User Data:

• To provide the Services

• To monitor abuse (meaning, to monitor any breach by You of the Agreement)

• To improve our models and services, unless You opt-out (where such option is available)

 

5. Fees, Payment, and Billing

Advance payments. Globeholder reserves the right to charge the Customer for usage of the Services in advance of the current Billing Cycle (the "Advance Payment"), subject to predefined consumption thresholds available on the Platform, as may be updated from time to time by Globeholder (the "Consumption Threshold"). Upon the Customer's consumption meeting or surpassing a Consumption Threshold, Globeholder reserves the right to charge one or multiple Advance Payments to the Customer corresponding to the applicable Consumption Threshold(s) until the end of the current Billing Cycle, using the Customer's chosen payment method. A notification will be sent to the Customer's email address to inform the Customer about the advance payment and to issue the applicable invoice. At the end of each Billing Cycle, Globeholder will charge the Customer for the applicable Fees, deducting the Advance Payment and will send a summary invoice to the Customer.

Billing. Billing shall occur simultaneously as payment or Advance Payment(s).

Disputed Fees. In the event that the Customer disputes any charges billed by Globeholder, the Customer must inform Globeholder within thirty (30) days from the invoice date to request an adjustment or credit. Should a discrepancy arise, the Customer acknowledges the obligation to settle any undisputed amounts as per the previously outlined payment terms. Both Parties commit to engaging in good faith discussions to resolve any contested charges.

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6. Term and Termination

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Termination for convenience. The Customer may terminate this Agreement with a notice period of fifteen (15) days prior to the end of the current Billing Cycle. Upon termination, any outstanding Fees owed for the Services used until the termination date shall be settled.

Other causes for termination. Either Party may terminate this Agreement:

a) Immediately upon written notice if the other Party materially breaches this Agreement and such breach remains uncured for a period of thirty (30) days following receipt of written notice of such breach;

b) Immediately upon written notice if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors;

c) As otherwise provided in this Agreement.

Effects of termination. Upon termination or expiration of this Agreement:

a) The Customer shall (i) cease to use the Services, (ii) delete the API Key, and (iii) pay any outstanding Fees to Globeholder;

b) Globeholder shall (i) cease providing the Services to the Customer and (ii) delete or anonymize the Customer's data in accordance with applicable law and Globeholder's data retention policies;

c) Any provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Suspension. Globeholder reserves the right to suspend the Customer's access to the Services immediately upon notice for cause if:

a) The Customer is in breach of this Agreement;

b) Globeholder reasonably determines that the Customer's use of the Services poses a security risk to the Services or any third party, could adversely impact the Services or the systems or content of any other Globeholder customer, or could subject Globeholder, its affiliates, or any third party to liability.