Worldscape Technology, Inc.

Terms of Service / End User License Agreement (EULA)

Effective Date:

1. AGREEMENT TO TERMS
1.1 This Terms of Service and End User License Agreement ("Agreement") is a legally binding agreement between you ("Customer" or "you") and Worldscape Technology, Inc. ("Worldscape," "we," or "us"). By accessing, downloading, or using the Worldscape Platform-as-a-Service ("Worldscape PaaS"), you acknowledge that you have read, understood, and agree to be bound by this Agreement, including all referenced appendices and policies. If you do not agree to these terms, you must not use the Worldscape PaaS.

2. DEFINITIONS
"Affiliate" means any legal entity that controls, is controlled by, or is under common control with the Customer.
"Confidential Information" refers to proprietary or confidential data disclosed by one party to the other.
"Customer Data" means data inputted by the Customer into the Worldscape PaaS.
"Worldscape PaaS" includes the software, tools, documents, analytics services, cloud infrastructure, and APIs provided by Worldscape.
"Permitted Users" refers to employees, contractors, or consultants authorized to access the Worldscape PaaS.
"Third-Party Services" means external services or data integrated into the Worldscape PaaS.

3. LICENSE GRANT
3.1 Worldscape grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Worldscape PaaS solely for your internal business purposes. You may not sublicense, distribute, or commercially exploit the PaaS beyond the scope of this Agreement.

4. RESTRICTIONS
4.1 You agree not to:
Modify, reverse engineer, decompile, or create derivative works from the Worldscape PaaS.
Use the PaaS to build a competing product or service.
Access or use the PaaS in violation of applicable laws and regulations.
Share access credentials with unauthorized users.

5. DATA USAGE & SECURITY
5.1 Customer retains ownership of Customer Data.
5.2 Worldscape may collect and use metadata and usage data for analytics, security, and improvement purposes.
5.3 Worldscape implements industry-standard security measures, but Customer acknowledges responsibility for securing its own data.

6. FEES & PAYMENT
6.1 Fees for access to the Worldscape PaaS are outlined in the Order.
6.2 Payments are due within fifteen (15) days of invoice receipt.
6.3 Non-payment may result in suspension or termination of access.

7. SERVICE AVAILABILITY & SUPPORT
7.1 Worldscape will maintain a Service Level Agreement (SLA) of 99% uptime per calendar month.
7.2 Worldscape will maintain a Service Level Agreement (SLA) of 99% uptime per calendar month.
7.3 Service Credits may be applied for downtime beyond specified thresholds.

8. TERM & TERMINATION
8.1 The Agreement will remain in effect for the term specified in the Order.
8.2 Either party may terminate for material breach with thirty (30) days' written notice.
8.3 Upon termination, Customer must cease use of the PaaS and remove all Worldscape software from its systems.

9. CONFIDENTIALITY
9.1 Both parties agree to protect each other's Confidential Information.
9.2 Confidentiality obligations remain in effect for five (5) years after termination.

10. INTELLECTUAL PROPERTY
10.1 Worldscape retains all ownership rights to the Worldscape PaaS, including software, documentation, APIs, and analytics tools.
10.2 Customer feedback provided to Worldscape may be used to improve services without compensation.

11. LIMITATION OF LIABILITY
11.1 Worldscape shall not be liable for indirect, incidental, or consequential damages.
11.2 Total liability is limited to the fees paid by the Customer in the twelve (12) months preceding the claim.

12. INDEMNIFICATION
12.1 Customer agrees to indemnify and hold harmless Worldscape from any claims arising from misuse of the PaaS.
12.2 Worldscape will indemnify Customer against claims of intellectual property infringement related to the PaaS.

13. DISPUTE RESOLUTION
13.1 Disputes shall first be resolved through good-faith negotiations.
13.2 If unresolved, disputes will be subject to binding arbitration in Seattle, Washington.

14. COMPLIANCE & EXPORT CONTROLS
14.1 Customer agrees to comply with all applicable data protection and privacy laws.
14.2 Customer acknowledges compliance with U.S. export laws and agrees not to transfer restricted technology outside the U.S. without proper authorization.

15. FEDERAL ACQUISITION REGULATIONS (FAR)
15.1 If Customer is a U.S. government entity, the applicable FAR clauses outlined in Appendix 4 of the Order shall apply.

16. MISCELLANEOUS
16.1 The laws of the State of Washington govern this Agreement.
16.2 Neither party shall be liable for delays due to force majeure events.
16.3 Any assignment of this Agreement without prior written consent is void.
16.4 This Agreement constitutes the entire agreement between the parties.

17. USER RESPONSIBILITIES
17.1 Account Integrity. You are responsible for maintaining the confidentiality of your login credentials and ensuring that only Permitted Users access the Worldscape PaaS under your account.
17.2 Authorized Use Only. You must ensure that all access and usage of the Worldscape PaaS complies with this Agreement, including by your Affiliates and Permitted Users. You are responsible for any activity conducted through your account.
17.3 Lawful Conduct. You shall not use the Worldscape PaaS to engage in, promote, or facilitate any illegal activity, including but not limited to violation of data privacy laws, export control regulations, or intellectual property rights.
17.4 Security Obligations. You must take reasonable steps to prevent unauthorized access to or use of the PaaS, including by implementing adequate internal controls, user access restrictions, and device security.
17.5 Content Responsibility. You are solely responsible for the accuracy, quality, legality, and integrity of Customer Data input into the Worldscape PaaS, and for the means by which you acquired such data.
17.6 Third-Party Integrations. Where you choose to integrate third-party services with the Worldscape PaaS, you are responsible for evaluating and ensuring compliance with those services’ terms and conditions.
17.7 Reporting Obligations. You agree to promptly notify Worldscape of any security breaches, unauthorized use, or suspected misuse of the PaaS.

By accessing or using the Worldscape PaaS, you confirm your acceptance of these Terms of Service and EULA.

Worldscape Technology, Inc.
15809 Bear Creek Pkwy
Suite 130
Redmond, WA 98052
legal@worldscape.ai