Terms and Conditions
Sale of Category 2 Commercial Software Products
12

DEFINITIONS. AS USED THROUGHOUT THESE TERMS AND CONDITIONS, THE
FOLLOWING TERMS SHALL HAVE THE MEANINGS AS SET FORTH BELOW:a.

"Seller" means, NV5 Geospatial Solutions, Inc., operating in the State of Colorado.

b.

"Buyer" means the person, firm, corporation or academic institution that is purchasing
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”) if provided.

d.

"EULA" means Seller’s End User License Agreement which governs the useof the Software. Contact your sales representative for a copy or you may
find a copy at
http://www.nv5geospatialsoftware.com/Company/Legal/EULA.aspx.

e.

"Software Documentation" means written information (whether contained in useror technical manuals, training manuals, specifications or otherwise) pertaining to
the Software and made available by Seller in any manner (including CD-ROM oron-line).

f.

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.

ACCEPTANCE OF CONTRACT. Seller’s acceptance of any purchase order issued byBuyer 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 that conflictwith these terms and conditions are hereby objected to by Seller and shall not be deemeda part of any resulting order. These terms and conditions represent the entire agreement
between the Buyer and Seller pertaining to the subject matter of this order and shallsupersede all prior oral and written agreements, proposals, communications anddocuments.3 APPLICABLE LAW. The validity, performance, and construction of thecontract arising from the acceptance of this offer by commercial entities shall be governed
as follows:(Rev 4/05/2023)

Terms and Conditions
Sale of Category 2 Commercial Software Productsa.

For commercial entities, the laws of the State of Colorado without regard to its choiceof 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.

d.

Contracts will not be governed by the United Nations Convention on Contracts for theinternational 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 unlessrequired by applicable law.

6CHANGES. No changes, extras or other work shall be authorized unless agreed to byboth parties as evidenced by a written amendment to this order signed by duly
authorized representatives of Buyer and Seller.

7TITLE 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 the license
rights granted in the EULA or Software License Agreement.

8PAYMENT. Buyer shall pay for all products within thirty (30) days from (a) the date
products 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 the products
covered hereby, shall be the sole responsibility of and shall be paid by Buyer.

10OPEN 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. Certain Open Source Software has beenor may be made available by Seller with the 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 on the Software.

(Rev 4/05/2023)

Terms and Conditions
Sale of Category 2 Commercial Software Products
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 harmless fromand against the damages, costs and expenses (including, without limitation, reasonable
legal and expert witness fees), if any, finally awarded in such suit or the amount of thesettlement thereof, provided that Seller is notified in writing of the existence of such claim
by Buyer within five (5) business days of Buyer’s first learning of 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 toany claim which arises from or relates to: (1) any combination of the Software withanother product not supplied by Seller; (2) if such a claim is based upon use of theSoftware for purposes for which it was not designed; or (3) if the Software has been
modified by any party other than Seller. In lieu of the foregoing indemnification
obligations, Seller shall have the option, at its expense, either to procure for Buyer theright to continue using the Software or to replace or modify the Software so that it
becomes non-infringing, or to refund to Buyer the amount actually paid by the Buyer forthe Software.

12EXPORT RESTRICTIONS. The Software is subject to U.S. export controls and may besubject to additional export and import regulations of the country in which the Software isobtained. 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 jurisdiction in which theSoftware was obtained. Buyer agrees that it will comply with all applicable laws andregulations governing the export, import, reexport, transfer and use, and that it has theresponsibility to obtain any required authorization from the appropriate authority. If Seller
receives notice that Buyer is or Buyer becomes identified as a sanctioned or restricted
party under applicable law, Seller will not be obligated to perform any of its obligations ifsuch performance would result in violation of the sanctions or restrictions. See
http://www.nv5geospatialsoftware.com/Company/Legal.aspx for further details on exportcontrols 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, THESETERMS AND CONDITIONS, PURCHASE ORDER, UNLESS AGREED TO IN WRITINGBY BOTH PARTIES.

14TERMINATION. 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 theEULA will be the version used for any required interpretation.

(Rev 4/05/2023)