Terms and Conditions
Sale of Commercial Software Products
1

DEFINITIONS. AS USED THROUGHOUT THESE TERMS AND CONDITIONS,THE FOLLOWING TERMS SHALL HAVE THE MEANINGS AS SET FORTHBELOW:
a. "Seller" means, NV5 Geospatial Solutions, Inc., operating in the State of Colorado.
b. "Buyer" means the person, firm, corporation or academic institution that ispurchasing Seller’s product(s).
c. "Software" shall mean computer programs provided to Buyer as a licensee by anapproved source, and any upgrades, updates, bug fixes or modified versions
thereto (collectively “Upgrades”) during the first year of purchase of the software.
d. "EULA" means Seller’s End User License Agreement which governs the use of theSoftware. Contact your sales representative for a copy or you may find a copy at
http://www.nv5geospatialsoftware.com/Company/Legal/EULA.aspx.
e. "Software Maintenance Products" shall mean follow-on, license renewal, termlimited, technical support, any upgrades, bug fixes or modified versions to thedelivered software separately agreed to by the Seller and Buyer following the initialyear of sale of the original software product. The Software Maintenance Program
may be viewed at
http://www.nv5geospatialsoftware.com/Support/UpdatesMaintenance.aspx ofcontact your sales representative for a copy.
f. "Software Documentation" means written information (whether contained in user or
technical manuals, training manuals, specifications or otherwise) pertaining to theSoftware and made available by Seller in any manner (including CD-ROM or online).
g. The Software, related Software Maintenance Products, and Software
Documentation offered for sale qualify as "commercial items" as that term is definedin the Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of"commercial computer software" and "commercial software documentation" as suchterms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Suppl.
227.7202-1 through 227.7202-4, and notwithstanding any other FAR or othercontractual clause into which this sale may be incorporated, the end user, whether
that be commercial or Government, will acquire the Software and Software
Documentation with only those rights set forth in the EULA. Use of either a) theSoftware and any of its Software Maintenance Products, or b), Software
Documentation, or both, constitutes agreement by the end user (either commercialor Government) that the Software and Software Documentation are "commercialcomputer software" and "commercial computer software documentation," andconstitutes acceptance of the rights and restrictions herein.

2ACCEPTANCE OF CONTRACT. Seller’s acceptance of any purchase order issued
by Buyer shall be expressly limited to the terms and conditions set forth herein. Any
additional or different terms set forth or referenced in Buyer’s purchase order thatconflict with these terms and conditions are hereby objected to by Seller and shall notbe deemed a part of any resulting order. These terms and conditions represent theentire agreement between the Buyer and Seller pertaining to the subject matter of this(Rev 4/05/2023)

Terms and Conditions
Sale of Commercial Software Products
order and shall supersede all prior oral and written agreements, proposals,communications and documents.
3

APPLICABLE LAW. The validity, performance, and construction of the contract
arising from the acceptance of this offer by commercial entities shall be governed asfollows:a.

For commercial entities, the laws of the State of Colorado without regard to itschoice of law rules.

b.

For US state and local governments and/or higher education schools governed bystate laws, contracts shall be governed by the laws of the state in which they arelocated without reference to conflict of laws principles. c. For the US government,
contracts shall be governed by US Federal Laws.

d.

U.S. Federal Laws shall govern all matters of intellectual property.

e.

Contracts will not be governed by the United Nations Convention on Contracts forthe international Sale of Goods, the application of which is expressly excluded.

4ASSIGNMENT. Neither Seller nor Buyer shall assign any rights or obligations
hereunder without the prior express written consent of the other party, except to athird party pursuant to a merger, sale of all or substantially all assets, or othercorporate reorganization.

5.

AUDIT. Notwithstanding any language or provisions in this contract to the contrary,
Buyer shall not be allowed the right to audit or examine Seller’s books and records
unless required by applicable law.

6.

CHANGES. No changes, extras or other work shall be authorized unless agreed
to by both parties as evidenced by a written amendment to this order signed by
duly authorized representatives of Buyer and Seller.

7.

TITLE AND RISK OF LOSS. Risk of loss shall pass to Buyer upon delivery of theSoftware, and/or Software Documentation. It is hereby acknowledged and agreed thatBuyer shall not obtain title to the Software. In lieu thereof, Buyer shall obtain thelicense rights granted in the EULA or Software License Agreement.

8.

PAYMENT. Buyer shall pay for all products within thirty (30) days from (a) the dateproducts are shipped, or (b) date of the invoice, whichever is sooner. Payment will bedeemed to have been made when received at Seller’s facilities or when electronicallydeposited at Seller’s designated financial institution.

9TAXES. As may be applicable by law, any and all taxes, assessments, or duties,
which may be imposed upon the production shipment, installation, or sale of theproducts covered hereby, shall be the sole responsibility of and shall be paid byBuyer.

10

OPEN SOURCE SOFTWARE. Certain software libraries and other third party
software included in the Software are "free" or "open source" software and are
subject to separate license terms ("Open Source Software"). Such Open Source
Software is distributed WITHOUT ANY WARRANTY, without even the implied
warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE.

(Rev 4/05/2023)

Terms and Conditions
Sale of Commercial Software Products
Certain Open Source Software has been or may be made available by Seller withthe Software or on its web site. Seller is not obligated to provide any warranty,
maintenance, technical or other support for the Open Source Software or its use onthe Software.
11INDEMNITY. Seller shall defend or settle at its expense a claim or suit against Buyer
arising out of or in connection with an assertion that the Software infringes any U.S.
copyright or U.S. registered patent. Seller shall indemnify and hold Buyer harmlessfrom and against the damages, costs and expenses (including, without limitation,reasonable legal and expert witness fees), if any, finally awarded in such suit or theamount of the settlement thereof, provided that Seller is notified in writing of theexistence of such claim by Buyer within five (5) business days of Buyer’s first learningof the same, and provided that Seller is given full authority to control the defense,
cost and settlement of the claim. Seller will not be obligated to defend or otherwise
indemnify Buyer in any lawsuit or as to any claim which arises from or relates to: (1)any combination of the Software with another product not supplied by Seller; (2) if
such a claim is based upon use of the Software for purposes for which it was notdesigned; or (3) if the Software has been modified by any party other than Seller. Inlieu of the foregoing indemnification obligations, Seller shall have the option, at its
expense, either to procure for Buyer the right to continue using the Software or toreplace or modify the Software so that it becomes non-infringing, or to refund toBuyer the amount actually paid by the Buyer for the Software.

12EXPORT RESTRICTIONS. The Software is subject to U.S. export controls and may
be subject to additional export and import regulations of the country in which theSoftware is obtained. Buyer agrees that it will not use or otherwise export or re-export
the Software except as authorized by United States law and the laws of the jurisdictionin which the Software was obtained. Buyer agrees that it will comply with all applicablelaws and regulations governing the export, import, reexport, transfer and use, and thatit has the responsibility to obtain any required authorization from the appropriateauthority. If Seller receives notice that Buyer is or Buyer becomes identified as asanctioned or restricted party under applicable law, Seller will not be obligated toperform any of its obligations if such performance would result in violation of thesanctions or restrictions. See
http://www.nv5geospatialsoftware.com/Company/Legal.aspx for further details onexport controls on Seller’s software products.

13

ORDER OF PRECEDENCE. IN THE EVENT OF CONFLICT IN ANY TERM OF ANY
DOCUMENT THAT GOVERNS THIS PURCHASE, THE FOLLOWING ORDER OF
PRECEDENCE WILL APPLY IN DESCENDING ORDER OF CONTROL: EULA,THESE TERMS AND CONDITIONS, PURCHASE ORDER, UNLESS AGREED TO INWRITING BY BOTH PARTIES.

14

TERMINATION. Buyer may terminate any purchase order by giving Seller 10 days'written notice or by returning the Software unopened. Seller will then provide credit
or reimbursement to Buyer as solely determined by the Seller.

15GENERAL PROVISIONS. The English version of these Terms and Conditions
and the EULA will be the version used for any required interpretation.

(Rev 4/05/2023)