The master terms of AtmoFacts, LLC. Version 20260902-02, effective 2 September 2026. Published at atmofacts.com/terms. Each Quote identifies the version that governs it.
This FluxMapper Services Agreement (the "Agreement") governs the provision of FluxMapper capabilities and related services by AtmoFacts, LLC, a Colorado limited liability company with offices at 3570 Larkspur Court, Longmont, Colorado 80503 ("AtmoFacts"), to the customer identified in the applicable Quote ("Customer"). Customer accepts this Agreement by executing (that is, signing, physically or electronically) a Quote that references it, by issuing a purchase order against such a Quote, or by other written acceptance. AtmoFacts and Customer are each a "Party" and together the "Parties".
1. Definitions
1.1 "Activation" means the date on which AtmoFacts first makes the Services under an order available to Customer.
1.2 "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where control means the power to direct the management or policies of an entity, whether through ownership of voting interests, by contract, or otherwise, including ownership of more than fifty percent of the voting interests.
1.3 "AtmoFacts IP" means all Intellectual Property owned, developed, licensed, or acquired by AtmoFacts prior to, independently of, or in the performance of this Agreement, including the FluxMapper Platform, algorithms, data processing pipelines, software and its internal parameters, methods, APIs, documentation, and proprietary know-how, and all improvements and modifications to any of the foregoing, whether or not arising from or in connection with Customer engagements.
1.4 "Confidential Information" means non-public information disclosed by one Party to the other in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure, in each case whether or not marked. Without marking or further designation, the following are Confidential Information: (a) Input Data; (b) non-public AtmoFacts IP, AtmoFacts' documentation, pricing and proposals, and financial and billing information; and (c) Output Data prior to its publication or disclosure by Customer, which is treated as Customer's Confidential Information while held by AtmoFacts.
1.5 "Customer Materials" means the Input Data and any other materials, content, or information Customer provides to AtmoFacts.
1.6 "FluxMapper Platform" means AtmoFacts' proprietary geospatial flux analysis software, algorithms, systems, and infrastructure used to provide the Services.
1.7 "Input Data" means the data and metadata provided by or for Customer for use in delivering the Services.
1.8 "Input Data Definition" means the input data specification identified in the applicable Quote or SOW, in the version current as of the Quote date.
1.9 "Intellectual Property" means all patents, copyrights, trade secrets, trademarks, know-how, and other intellectual property rights, whether registered or unregistered, anywhere in the world.
1.10 "Order Term" means the period stated in the Quote during which the Services under that order are provided, including any renewals under Section 11.2.
1.11 "Output Data" means the data products generated by the Services from Input Data and delivered to Customer. Output Data does not include the FluxMapper Platform, methods, algorithms, software or its internal parameters, or Service Improvement Data.
1.12 "Provisioning Method" means the technical modality through which FluxMapper capabilities are deployed, delivered, or made available under a Quote or SOW, including cloud-hosted services, EDGE or device-based deployments, desktop or workstation software, and any additional modality the Parties agree in a Quote or SOW, subject to Section 5.5. Terms specific to a Provisioning Method are stated in the applicable Quote or SOW.
1.13 "Quote" means AtmoFacts' written quotation identifying the Services, the Provisioning Method, pricing, term, the Input Data Definition, and this Agreement by version and date.
1.14 "Rider" means a pre-approved addendum to this Agreement, executed by both Parties, that adapts this Agreement for a class of customers (for example, public institutions or enterprise customers) and prevails over it to the extent stated in the Rider.
1.15 "Service Improvement Data" means information derived from Input Data, Output Data, usage logs, or metadata that has been aggregated or otherwise processed so that it does not identify, and cannot reasonably be used to identify, Customer, any individual, or any project as its source, and that is used for maintaining, securing, and improving a Party's products and services, including analytics, diagnostics, performance insights, algorithm and software improvement, quality assurance, and internal reporting. Spatial or environmental content does not by itself make information identifying once Customer and project attribution has been removed.
1.16 "Services" means the FluxMapper capabilities and related services described in the applicable Quote or SOW, delivered through the Provisioning Method stated there. Work performed under an SOW is part of the Services.
1.17 "SOW" means a statement of work signed by both Parties describing work beyond the Services described in a Quote; the SOW describes the work to be performed, and the associated Quote states the fees for it.
2. Agreement Structure; Orders; Precedence
2.1 Structure. The agreement for each order consists of this Agreement, any applicable Rider, the applicable Quote, the Input Data Definition referenced in the Quote, and any applicable SOW.
2.2 Version Control. Each Quote identifies the version and date of this Agreement that governs the order. Amendments to the published Agreement apply prospectively to new Quotes only and do not affect existing orders. AtmoFacts archives all published versions.
2.3 Orders. Customer may order Services by executing a Quote or by issuing a purchase order against a Quote. Each accepted Quote, together with any related SOW, forms an "order". Purchase orders are accepted for administrative convenience only; pre-printed or referenced terms on a purchase order or similar form do not modify or supplement the agreement described in Section 2.1, and are expressly rejected, unless AtmoFacts expressly accepts them in a writing signed by its authorized signatory.
2.4 Precedence. A Rider amends this Agreement and prevails over it. The Quote and any SOW prevail within their commercial and scope subject matter. Notwithstanding the foregoing, no Quote, purchase order, or SOW modifies Article 4 (Intellectual Property), Article 5 (Licenses; Data Usage), Article 6 (Confidentiality), Article 9 (Third-Party Claims), or Article 10 (Limitation of Liability) unless it expressly identifies the section modified and is signed by both Parties.
2.5 Custom Work. Work beyond the Services described in a Quote is performed only under a paid SOW; the fees for SOW work are stated in the Quote associated with the SOW. Changes to an SOW require a signed change order. Any remedial or accommodation work AtmoFacts elects to perform outside an SOW is one-time, limited to the scope stated in writing, and does not establish a precedent, course of dealing, or entitlement.
3. Services; Customer Responsibilities
3.1 Provision. AtmoFacts will provide the Services in a professional and workmanlike manner consistent with its published methodology summary and general industry standards.
3.2 Input Data. Customer will provide all input variables required by the Input Data Definition. Input Data need not conform to the formatting set out in the Input Data Definition so long as all required variables are provided; AtmoFacts will perform reasonable naming and unit conversions, and extraordinary reformatting may be quoted as technical assistance under Section 3.4. AtmoFacts is not responsible for delays, gaps, or limitations in the Services or Output Data caused by missing, incomplete, corrupted, low-quality, or extraordinarily formatted Input Data.
3.3 Rights in Input Data. Customer represents that it has all rights necessary to provide the Input Data to AtmoFacts for use in delivering the Services under this Agreement.
3.4 Technical Assistance. AtmoFacts may provide onboarding and technical assistance as described in a Quote or SOW.
3.5 Personnel and Subcontractors. AtmoFacts is responsible for the performance of the Affiliates, subcontractors, and personnel it uses to provide the Services, and their acts and omissions in providing the Services are attributed to AtmoFacts for purposes of this Agreement, subject to Articles 8 through 10. For third-party infrastructure and platform providers (such as cloud infrastructure providers), AtmoFacts' responsibility is to select and manage them with reasonable care and to maintain the safeguards described in Section 3.7; their platform-level failures are not otherwise attributed to AtmoFacts.
3.6 Personal Information. The Parties do not intend Input Data to include information relating to identified or identifiable natural persons, other than business contact details of project personnel. Customer will not include such information in Input Data; if a project requires processing it, the Parties will first address the applicable terms in an SOW. Each Party will comply with the privacy laws applicable to it.
3.7 Security. AtmoFacts maintains commercially reasonable administrative, technical, and physical safeguards for Input Data, uses encrypted transport for data in transit, and will notify Customer without undue delay of a confirmed security breach affecting Customer's Input Data. AtmoFacts may suspend access to the Services immediately where reasonably necessary to address a security threat or unlawful activity, with prompt notice to Customer.
4. Intellectual Property; Ownership of Data
4.1 AtmoFacts IP. AtmoFacts owns or holds all rights necessary to provide the Services and to grant the rights set out in this Agreement. As between the Parties, AtmoFacts IP is and remains the exclusive property of AtmoFacts or its licensors. For clarity, all improvements to the FluxMapper Platform, methods, algorithms, and software, whether or not conceived or reduced to practice in the performance of this Agreement, are AtmoFacts IP.
4.2 Customer Data. As between the Parties, Customer owns the Input Data and, upon delivery, the Output Data. Ownership of Output Data does not convey any rights in the AtmoFacts IP used to generate it.
4.3 Customer Foreground; Feedback. Subject to Section 4.1, Intellectual Property created solely by Customer personnel under this Agreement without use of AtmoFacts IP or AtmoFacts' Confidential Information is owned by Customer. Improvements to the FluxMapper Platform, methods, algorithms, or software, by whomever conceived, are AtmoFacts IP, and Customer hereby assigns to AtmoFacts its rights, if any, in such improvements. Customer grants AtmoFacts a perpetual, irrevocable, royalty-free license to use suggestions and feedback Customer provides about the Services.
4.4 Reservation of Rights. Except as expressly granted in this Agreement, no rights or licenses in either Party's Intellectual Property are granted, whether by implication, estoppel, or otherwise, and all rights not expressly granted are reserved.
4.5 Method Protection. Customer will not reverse engineer, decompile, disassemble, derive, infer, or attempt to reconstruct AtmoFacts' methods, algorithms, software, or processing logic from the Services, Output Data, API responses, metadata, or any other artifacts, except to the extent such restriction is prohibited by applicable law. Customer will not provide access to the Services to any third party for the purpose of, or in a manner that facilitates, any of the foregoing. This Section does not restrict Customer's analysis, use, or publication of its own Output Data.
4.6 Derivative Works. Neither Party will create derivative works of the other Party's Intellectual Property except as expressly permitted by this Agreement or an SOW.
5. Licenses; Data Usage
5.1 License to Customer. AtmoFacts grants Customer a non-exclusive, non-transferable, non-sublicensable right, during the Order Term, to access and use the Services and associated documentation for Customer's internal purposes, meaning Customer's own business or research activities and excluding the provision of services to third parties. The license extends to Customer's Affiliates only if the Quote states so. Customer will not use the Services on a service-bureau or time-sharing basis, or to process third-party data for compensation, without AtmoFacts' prior written consent. Customer is responsible for all access to the Services that it enables and for compliance with this Agreement by anyone accessing the Services through Customer, and will not enable access by persons on applicable denied-party lists, in embargoed jurisdictions, or by competitors of AtmoFacts in geospatial flux analysis without AtmoFacts' prior written consent.
5.2 License to AtmoFacts. Customer grants AtmoFacts a non-exclusive license to use the Input Data during the Order Term solely to provide the Services, including through Affiliates, subcontractors, and service providers (such as cloud infrastructure providers) bound by confidentiality obligations at least as protective as this Agreement.
5.3 Service Improvement Data. AtmoFacts may create Service Improvement Data and retains a perpetual, irrevocable, royalty-free right to use it, including for the improvement of AtmoFacts' algorithms and software and the development and commercialization of aggregated products, provided that Service Improvement Data is not disclosed in a manner that identifies Customer or reveals Customer's Confidential Information.
5.4 No Re-Identification. Neither Party will attempt to re-identify Service Improvement Data or combine it with other data in a manner that could reasonably associate it with the other Party, any individual, or any project.
5.5 No Software Conveyance. Nothing in this Agreement, a Quote, or an SOW conveys, licenses, or promises delivery of software for installation or execution outside AtmoFacts' control. A Provisioning Method involving delivery of software for Customer-controlled execution (including desktop, workstation, or device deployments) requires a dedicated module rider executed by both Parties, and any license grant for such a Provisioning Method is a modification of this Article 5 subject to Section 2.4.
6. Confidentiality
6.1 Obligations. The receiving Party will use the disclosing Party's Confidential Information only for purposes of this Agreement, protect it with at least the care it uses for its own similar information and no less than reasonable care, and limit access to personnel, contractors, and service providers with a need to know who are bound by obligations at least as protective. Upon written request following termination or expiration, each Party will return or destroy the other Party's Confidential Information in its possession, except archival or backup copies retained under standard procedures or legal requirements, which remain protected under this Article.
6.2 Exceptions. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving Party; (b) was lawfully known to the receiving Party without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information. The receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives prompt notice where lawful and cooperates with efforts to seek protective treatment.
6.3 Duration. The obligations in this Article continue during the term of this Agreement and for seven years after its termination or expiration, and for trade secrets for as long as the information remains a trade secret.
6.4 Publication. Nothing in this Agreement restricts Customer's use or publication of its own Output Data.
7. Fees; Payment
7.1 Fees. Customer will pay the fees stated in the applicable Quote, without offset or deduction except as provided in Section 7.4.
7.2 Invoicing. Unless the Quote states otherwise, AtmoFacts invoices upon order acceptance or upon Activation, payment is due net 30 days from the invoice date, and Service delivery commences upon receipt of payment.
7.3 Late Payment; Suspension. Undisputed amounts not paid when due accrue interest at the lesser of 1.5 percent per month and the maximum rate permitted by law. AtmoFacts may suspend Services for nonpayment only after 10 business days' written notice and failure to cure, and will not suspend Services with respect to amounts disputed in good faith under Section 7.4.
7.4 Disputed Amounts. Customer must notify AtmoFacts in writing of a good-faith fee dispute before the due date, stating the specific basis and the amount disputed, and pay all undisputed amounts. The Parties will use good-faith efforts to resolve the dispute within 30 days, after which either Party may pursue its remedies. Amounts finally determined to be payable accrue interest from the original due date.
7.5 Taxes. Fees are exclusive of taxes and duties, which are Customer's responsibility, excluding taxes on AtmoFacts' income. Tax-exempt customers will provide exemption evidence on request.
8. Warranties; Disclaimers
8.1 Authority. Each Party represents that it is duly organized and has the right and authority to enter into and perform this Agreement.
8.2 Service Warranty. AtmoFacts warrants that the Services will be performed in a professional and workmanlike manner and will conform in all material respects to the specifications expressly labeled as specifications in the applicable Quote or SOW and to AtmoFacts' published methodology summary current at the Quote date.
8.3 Remedy. For any breach of Section 8.2 notified in writing within 30 days of delivery with reasonable detail of the nonconformity, AtmoFacts will, at its election, either re-perform the nonconforming Services one time at no charge or refund the fees paid for the nonconforming Services. This one-time remedy is Customer's sole and exclusive remedy for breach of Section 8.2 and does not establish a precedent for any other order or deliverable.
8.4 Acceptance; Delivery. Deliverables are deemed accepted unless Customer provides written notice of material nonconformity, with specific deficiencies, within 30 days of delivery. Productive use of a deliverable constitutes acceptance. Upon redelivery under Section 8.3, acceptance is assessed under this Section with a 15-day review period in place of the 30-day period. For continuous or subscription Services, delivery occurs per output dataset or reporting period as stated in the Quote and, absent a statement, monthly.
8.5 Nominal Figures. Accuracy, uncertainty, resolution, and similar figures stated in documentation, proposals, quotes, or marketing materials are nominal and informational only, are not specifications or warranties, and do not modify Section 8.2 unless expressly labeled as specifications in the Quote or SOW; this Section prevails over any contrary reading of Section 8.2. Output Data is decision-support information; Customer is responsible for decisions made in reliance on it.
8.6 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE 8, THE SERVICES AND OUTPUT DATA ARE PROVIDED "AS IS" AND ATMOFACTS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NON-INFRINGEMENT IS ADDRESSED EXCLUSIVELY BY ARTICLE 9.
9. Third-Party Claims
9.1 Defense by AtmoFacts. AtmoFacts will defend Customer against any third-party claim alleging that the Services or the Output Data as delivered by AtmoFacts, used as authorized under this Agreement, infringe a United States patent, copyright, or trade secret, and will pay damages finally awarded against Customer or amounts agreed in a settlement approved by AtmoFacts.
9.2 Control. AtmoFacts has sole control of the defense and settlement of any claim under Section 9.1, subject to the requirements of AtmoFacts' insurers. Customer will provide prompt written notice of the claim, reasonable cooperation at AtmoFacts' expense, and will make no admission or settlement without AtmoFacts' prior written consent.
9.3 Mitigation. If the Services are, or in AtmoFacts' opinion are likely to become, subject to an infringement claim, AtmoFacts may procure the right for Customer to continue using them, modify or replace them so they are non-infringing without material loss of functionality, or, if neither is commercially reasonable, terminate the affected Services and refund prepaid fees for Services not delivered.
9.4 Exclusions. AtmoFacts has no obligation under this Article for claims arising from: (a) combination of the Services or Output Data with items not provided by AtmoFacts, where the claim would not have arisen but for the combination; (b) Customer Materials; (c) modifications not made by AtmoFacts; (d) use after AtmoFacts has notified Customer of a required modification or replacement and offered it at no charge; or (e) use outside the scope of this Agreement.
9.5 Defense by Customer. Customer will defend AtmoFacts against any third-party claim alleging that the Customer Materials, as provided to AtmoFacts, infringe or misappropriate a third party's Intellectual Property, and will pay damages finally awarded against AtmoFacts or amounts agreed in a settlement approved by Customer, with control, notice, and cooperation applying as in Section 9.2 with roles reversed.
9.6 Exclusive Remedy. This Article states each Party's entire obligation and each Party's sole and exclusive remedy with respect to third-party Intellectual Property claims, except that claims for breach of Section 3.3 are not barred by this Section.
9.7 Excluded Amounts. Obligations under this Article do not extend to liquidated damages, service credits, or contractual penalties owed by the defended Party to any third party, or to fines or penalties uninsurable under applicable law.
10. Limitation of Liability
10.1 No Indirect Damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
10.2 Cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
10.3 Super-Cap. FOR OBLIGATIONS UNDER ARTICLE 9 AND FOR BREACHES OF ARTICLE 4, ARTICLE 5, OR ARTICLE 6, THE CAP IN SECTION 10.2 IS INCREASED TO THREE TIMES THAT AMOUNT, AS A SINGLE AGGREGATE CEILING THAT INCLUDES, AND IS NOT ADDITIONAL TO, THE SECTION 10.2 CAP.
10.4 Exceptions. Nothing in this Article limits: (a) Customer's payment obligations under Article 7; (b) liability for a Party's fraud or willful misconduct; or (c) liability for Customer's willful breach of Section 4.5.
10.5 Essential Basis. The Parties acknowledge that the disclaimers and limitations in this Agreement are an essential basis of the bargain and that the fees reflect them. These limitations apply notwithstanding the failure of the essential purpose of any limited remedy.
11. Term; Termination
11.1 Agreement Term. This Agreement takes effect upon Customer's first acceptance of a Quote referencing it and continues while any order is active. Either Party may terminate this Agreement on 60 days' written notice if no order is active.
11.2 Order Term; Renewal. Unless the Quote states otherwise, each Order Term is one year and renews automatically for successive one-year periods unless either Party gives written notice of non-renewal at least 60 days before the end of the then-current period. Renewal pricing is as stated in the Quote.
11.3 Termination for Convenience. Either Party may terminate an order for convenience on 60 days' written notice. Customer will pay for Services delivered through the effective date of termination and any amounts the Quote identifies as committed or non-cancellable. Where Customer terminates under this Section, unless the Quote states otherwise, the fees for the then-current Order Term are committed; where AtmoFacts terminates under this Section, Customer pays only for Services delivered and the identified committed amounts do not apply.
11.4 Termination for Cause. Either Party may terminate this Agreement or an order if the other Party materially breaches and fails to cure within 30 days of written notice (10 business days for nonpayment), or immediately upon the other Party's insolvency, bankruptcy filing, assignment for the benefit of creditors, or cessation of business.
11.5 Effects. Upon termination or expiration of an order: (a) Customer's right to access and use the Services under that order ends, except to the extent the Quote or SOW for a Provisioning Method expressly grants a license whose stated duration survives by its terms, subject to Section 5.5; (b) for 60 days, Customer may export its Output Data and AtmoFacts will provide reasonable export assistance; (c) upon Customer's written request, AtmoFacts will delete or return Input Data, except that AtmoFacts retains Service Improvement Data under Section 5.3 and copies required by law or standard backups pending scheduled deletion; (d) AtmoFacts will refund prepaid fees for Services not delivered as of the effective date of termination, except on termination by AtmoFacts for Customer's uncured breach, and, on termination for convenience under Section 11.3, after deduction of the amounts payable under Section 11.3; and (e) accrued payment obligations survive.
11.6 Survival. Articles 4, 6, 9, 10, and 14, and Sections 3.3, 5.3, 5.4, 5.5, 7.1 through 7.5 (as to accrued amounts), 8.5, 8.6, 11.5, 11.6, and 12.1 survive termination or expiration.
12. Non-Exclusivity; Publicity
12.1 Non-Exclusivity. The Services are provided on a non-exclusive basis. AtmoFacts may provide services to any party. No exclusivity, most-favored-customer, or price-protection right is granted under this Agreement, and none may be granted except in a separately signed addendum expressly labeled as such.
12.2 Publicity. AtmoFacts may identify Customer by name and logo as a customer in customer lists and marketing materials unless the Quote states otherwise. Press releases and other joint announcements require mutual written approval. Customer may not use AtmoFacts' names or marks without AtmoFacts' prior written consent, revocable at any time. Each sentence of this Section is severable.
13. Assignment; Change of Control
13.1 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign this Agreement without consent in connection with a merger, consolidation, sale of all or substantially all of its assets, or a sale or transfer of equity or membership interests resulting in a change of control. Transfers of equity or membership interests that do not result in a change of control are not assignments and require no consent. This Agreement continues unchanged upon any such transaction, binds and benefits successors and permitted assigns, and no such transaction gives the other Party any consent, notice, or termination right.
13.2 Void Transfers. Any other purported assignment is void.
14. General Provisions
14.1 Independent Contractors. The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
14.2 Notices. Notices must be in writing to the addresses stated in the Quote, with email sufficient if receipt is acknowledged or not bounced; notices of breach or termination must also be sent by a method evidencing delivery.
14.3 Force Majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control (excluding payment obligations). If the event continues more than 90 days, the other Party may terminate the affected order on 30 days' written notice.
14.4 Severability; Waiver. Invalid provisions are modified to the minimum extent necessary or severed; the remainder stays in effect. Waivers must be in writing and are not cumulative.
14.5 Entire Agreement; Amendment. The documents described in Section 2.1 are the entire agreement for an order and supersede prior and contemporaneous understandings on the same subject matter. Amendments require a writing signed by both Parties, except as provided in Section 2.2 for prospective new versions.
14.6 Governing Law. This Agreement is governed by the laws of the State of Colorado, without regard to conflicts of law rules. The Uniform Computer Information Transactions Act does not apply.
14.7 Dispute Resolution. The Parties will first attempt in good faith to resolve any dispute through negotiation between authorized representatives for 30 days after written notice. Unresolved disputes will be finally settled by binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association, seated in Denver, Colorado, except that either Party may seek injunctive or other equitable relief in any court of competent jurisdiction for breach of Article 4, 5, or 6, and AtmoFacts may bring collection actions for unpaid fees in any court of competent jurisdiction. The arbitrator may not award damages excluded by Article 10.
14.8 Export Compliance. Each Party will comply with applicable export control, sanctions, and anti-boycott laws, and will not export, re-export, or permit access to the Services, software, or technical data in violation of such laws, including to denied parties, embargoed jurisdictions, or prohibited military end uses, by any person whose access it enables.
14.9 U.S. Government End Users. The Services and related software and documentation are commercial products and commercial services as defined in FAR 2.101, provided in accordance with 48 CFR 12.212 and 48 CFR 227.7202 as applicable, with only those rights granted to all other customers under this Agreement.
14.10 Audit. Upon 10 business days' written notice and no more than once per 12-month period, Customer may audit AtmoFacts' billing records for the applicable order, at Customer's expense. Audits do not extend to AtmoFacts IP, AtmoFacts' Confidential Information beyond the billing records themselves, or any other customer's data. AtmoFacts retains billing records for three years after the order ends or as the Quote or a Rider requires.
14.11 No Third-Party Beneficiaries. This Agreement benefits only the Parties.
14.12 Counterparts; Electronic Acceptance. This Agreement and any Quote, Rider, or SOW may be executed in counterparts and by electronic signature, and acceptance by purchase order against a term-bearing Quote is effective per Section 2.3.
Acceptance
Where the Parties execute this Agreement directly, they do so by their authorized signatories below. Execution of this signature block is not required where Customer accepts this Agreement under Section 2.3.
The signature block is included in the PDF version of this Agreement.