Terms of Service

These Terms of Service ("Terms" or "Agreement") govern your access to and use of: (i) the corporate website operated by Locaition Matters Inc. at www.locaitionmatters.com; (ii) the Curated Intelligence™ platform and workspace at www.getcurated.ai; and (iii) all related AI-powered location-intelligence platforms, products, APIs, integrations, and services, including the Curated workspace, PlaceStory™ artifacts, and ArcGIS-integrated capabilities (collectively, the "Sites" and "Services") provided by Locaition Matters Inc., a Delaware corporation ("Locaition Matters," "Company," "we," "us," or "our").

Curated Intelligence™, Curated™, and PlaceStory™ are trademarks of Locaition Matters Inc. Curated is a product of Locaition Matters and is not a separate legal entity. All references to Curated, the Curated platform, or the Curated workspace mean services provided by Locaition Matters Inc. under these Terms.

BY ACCESSING OR USING EITHER SITE OR ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE SITES OR SERVICES.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind that entity, and "you," "Customer," and "User" refer to that entity. If you do not have such authority, you may not accept these Terms or use the Services on behalf of that entity.

1. Definitions

• "Account" means a registered user account on either Site or the Curated workspace.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "Authorized User" means an employee, contractor, or agent of Customer who is authorized to access the Services under these Terms.
• "Artifact" means any output generated through the Curated platform — including but not limited to PlaceStory™ reports, slide decks, HTML pages, maps, dashboards, and analysis outputs — produced as a result of Customer's use of the Services.
• "Customer" means the entity or individual that accepts these Terms and uses the Services.
• "Customer Data" means any data, content, information, files, geospatial data, shapefiles, address records, GIS layers, business records, or other materials uploaded, submitted, or transmitted to the Services by or on behalf of Customer.
• "Documentation" means the user guides, help materials, technical specifications, and related materials we make available for the Services.
• "Services" means, collectively, the Sites, the Curated Intelligence™ platform and workspace, the Curated AI orchestration and analysis features, APIs, integrations (including ArcGIS integrations), Artifact generation features, and any related services provided by Locaition Matters Inc.
• "Subscription" means a paid subscription to the Services pursuant to an Order Form, online checkout, or written agreement.
• "Order Form" means an ordering document or online purchase flow specifying the Services, fees, term, and other commercial terms.

2. Account Registration and Eligibility

2.1 Eligibility

The Services are intended exclusively for business users aged 18 or older with legal capacity to enter into binding contracts. By accessing the Services, you represent and warrant that you meet these requirements.

2.2 Account Creation

To access certain features of the Services — including the Curated Intelligence™ workspace — you must register for an Account. You agree to: (i) provide accurate, current, and complete information; (ii) maintain and promptly update such information; (iii) maintain the security and confidentiality of your account credentials; and (iv) notify us immediately of any unauthorized use of your Account.

2.3 Account Responsibility

You are responsible for all activities that occur under your Account, including all activity conducted in the Curated workspace by your Authorized Users. We are not liable for any loss or damage arising from your failure to maintain the security of your Account credentials.

2.4 Authorized Users and Enterprise Accounts

For enterprise Subscriptions, Customer is responsible for ensuring that all Authorized Users comply with these Terms. Customer may permit its Authorized Users to use the Services solely for Customer's internal business purposes. Customer is responsible for any acts or omissions of its Authorized Users.

3. The Services and License

3.1 Scope of the Services

The Services include, without limitation: the locaitionmatters.com corporate website; the Curated Intelligence™ workspace at getcurated.ai (including AI-powered natural-language analysis, ArcGIS-integrated mapping, spatial analytics, expert playbooks, and PlaceStory™ Artifact generation); APIs and integrations; and related documentation, support, and updates.

3.2 License Grant

Subject to your compliance with these Terms and the timely payment of all applicable fees, Locaition Matters grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the applicable Subscription term. This license includes the right to use the Curated workspace, generate Artifacts, and access supported integrations as set forth in the Documentation.

3.3 Restrictions

You shall not, and shall not permit any third party to:

• (a) Copy, modify, adapt, translate, or create derivative works of the Services or any component thereof;
• (b) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or AI model weights of the Services;
• (c) Sell, rent, lease, sublicense, distribute, or otherwise transfer the Services or access to the Services to any third party, except as expressly permitted in these Terms;
• (d) Use the Services to develop or train any competing AI product, machine learning model, location-intelligence platform, or geospatial analysis service;
• (e) Use the Services in any manner that violates applicable law, regulation, or third-party rights;
• (f) Interfere with, disrupt, or attempt to gain unauthorized access to the Services or any related systems;
• (g) Upload or transmit malicious code, viruses, or any harmful or destructive content;
• (h) Remove, obscure, or modify any proprietary notices on the Services or in any Artifacts;
• (i) Use automated systems (including bots or scrapers) to access the Services, except as expressly permitted by us in writing or via our public API;
• (j) Use the Services to generate AI outputs intended to defame, harass, discriminate against, or otherwise harm any person or group;
• (k) Submit prompts or queries intended to circumvent the safety, accuracy, or integrity controls of the Curated AI workspace; or
• (l) Use the Services in any manner inconsistent with the Documentation or these Terms.

3.4 Reservation of Rights

All rights not expressly granted to you in these Terms are reserved by Locaition Matters and its licensors.

4. Customer Data and AI Outputs

4.1 Customer Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Locaition Matters a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, and display Customer Data solely as necessary to provide and improve the Services for Customer's benefit during the Subscription term.

4.2 Customer Responsibility for Customer Data

Customer is solely responsible for: (i) the accuracy, quality, integrity, and legality of Customer Data; (ii) ensuring it has all rights, consents, permissions, and authority necessary to upload Customer Data to the Services and to permit Locaition Matters to process Customer Data as contemplated by these Terms; and (iii) complying with all applicable laws, including data protection and privacy laws, in connection with Customer Data.

4.3 AI-Generated Output and Artifacts

Outputs generated through the Curated Intelligence™ platform — including PlaceStory™ Artifacts, AI-generated analyses, maps, slide decks, HTML outputs, and other AI-assisted content (collectively, "Output") — are produced through automated machine-learning processes operating on Customer Data and on third-party reference data sources.

As between Customer and Locaition Matters, Customer owns the Output generated specifically for Customer's use, subject to the rights of any underlying data providers and to these Terms. Customer is responsible for reviewing all Output for accuracy, suitability, and appropriateness before relying on it or sharing it externally. Output should be treated as decision-support information and not as professional advice. Customer acknowledges that AI-generated Output may contain inaccuracies, omissions, or generated content that does not reflect real-world conditions, and Customer is solely responsible for verifying Output before acting on it.

4.4 Sharing of PlaceStory™ Artifacts

The Curated platform enables Customer to share Artifacts — including PlaceStory™ reports — externally via shareable links or embedded formats. Customer is solely responsible for: (i) the content of shared Artifacts; (ii) ensuring the lawful and authorized disclosure of any information contained therein; and (iii) any consequences arising from the external sharing of Artifacts.

4.5 No Sensitive Data

Unless expressly authorized in a written agreement signed by both parties, Customer agrees not to upload, submit, or process through the Services any: (i) personal health information (as defined by HIPAA); (ii) payment card information; (iii) government-issued identifiers; (iv) biometric data; (v) information of minors; or (vi) other special categories of sensitive personal information.

4.6 AI Model Training

We do not use Customer Data, Customer queries, or AI-generated Output produced for Customer to train foundational AI models without Customer's express prior written consent. Aggregated, de-identified, and anonymized usage signals may be used to improve Service performance, security, and reliability.

4.7 Esri and ArcGIS Integrations

As an authorized Esri Gold Partner, the Curated platform supports integrations with Esri's ArcGIS technology. Customer's use of any ArcGIS-integrated features is additionally subject to Customer's licensing agreements with Esri and to Esri's applicable terms. Locaition Matters is not responsible for the availability, performance, or content of Esri products or services. Customer is responsible for maintaining any ArcGIS licenses required to use such integrations.

5. Fees and Payment

5.1 Fees

Customer shall pay all fees specified in the applicable Order Form, online checkout, or written agreement ("Fees"). Unless otherwise stated, all Fees are quoted and payable in U.S. dollars and are non-cancelable and non-refundable, except as expressly provided in these Terms.

5.2 Payment Terms

Fees are due as specified in the applicable Order Form or online checkout. For subscription-based Services, Fees will be billed in advance on a recurring basis. If Customer fails to pay any undisputed Fees when due, Locaition Matters may, in addition to other remedies: (i) charge interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less); and (ii) suspend Services until payment is received in full.

5.3 Taxes

Fees do not include taxes. Customer is responsible for all applicable sales, use, value-added, withholding, and similar taxes (excluding taxes based on Locaition Matters' net income), and shall pay or reimburse Locaition Matters for such taxes.

5.4 Auto-Renewal

Unless otherwise specified in an Order Form, Subscriptions automatically renew for successive periods equal to the initial Subscription term at our then-current rates, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

5.5 Price Changes

Locaition Matters may adjust pricing upon at least thirty (30) days' prior written notice, with any changes taking effect at the start of the next renewal term.

6. Term and Termination

6.1 Term

These Terms commence upon your first use of the Services and continue until terminated as provided herein. Subscriptions begin on the start date specified in the applicable Order Form and continue for the term specified therein.

6.2 Termination for Convenience

For free or trial Accounts, either party may terminate at any time. For paid Subscriptions, termination rights are governed by the applicable Order Form.

6.3 Termination for Cause

Either party may terminate these Terms (or any Subscription) for cause if the other party: (i) materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice (or immediately, in the case of breaches incapable of cure); or (ii) becomes insolvent, files for bankruptcy, or undergoes similar proceedings.

6.4 Effect of Termination

Upon termination or expiration: (i) all licenses granted to Customer cease immediately; (ii) Customer shall cease all use of the Services; (iii) Locaition Matters may delete Customer Data, Account information, and Artifacts in accordance with its data retention practices, except to the extent retention is required by law. Customer may request export of Customer Data within thirty (30) days of termination, subject to commercially reasonable export procedures.

6.5 Survival

Sections that by their nature should survive termination — including but not limited to Sections 3.3 (Restrictions), 4 (Customer Data and AI Outputs), 5 (Fees and Payment, to the extent of accrued obligations), 7 (Intellectual Property), 8 (Confidentiality), 9 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12 (Dispute Resolution), and 13 (General Provisions) — shall survive any termination or expiration of these Terms.

7. Intellectual Property

7.1 Locaition Matters IP

Locaition Matters and its licensors own all right, title, and interest in and to the Services, the Curated Intelligence™ platform, the PlaceStory™ format, AI models, software, algorithms, Documentation, and all related intellectual property rights ("Locaition Matters IP"). These Terms grant Customer only a limited license to use the Services and do not transfer any ownership rights to Locaition Matters IP.

7.2 Trademarks

"Locaition Matters," "Curated," "Curated Intelligence," "PlaceStory," associated logos, and other Locaition Matters marks are trademarks of Locaition Matters Inc. Customer may not use these marks without our prior written consent.

7.3 Feedback

If Customer provides feedback, suggestions, or recommendations regarding the Services ("Feedback"), Customer grants Locaition Matters a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, modify, and incorporate such Feedback into the Services and our other products and services, without obligation to Customer.

7.4 Usage Data

Locaition Matters may collect and use aggregated, de-identified usage data and performance metrics derived from the operation of the Services ("Usage Data") to operate, maintain, secure, and improve the Services. Usage Data does not identify Customer or any individual.

8. Confidentiality

8.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked as confidential or that a reasonable person would understand to be confidential. Customer Data is the Confidential Information of Customer. The Services and pricing are the Confidential Information of Locaition Matters.

8.2 Obligations

The Receiving Party shall: (i) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of similar importance (and no less than a reasonable degree of care); (ii) not use Confidential Information except as necessary to perform under these Terms; and (iii) not disclose Confidential Information to any third party, except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less stringent than those herein.

8.3 Exclusions

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party not under confidentiality obligations.

8.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party (where permitted by law) and reasonable cooperation in seeking protective relief.

9. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN AGREEMENT SIGNED BY BOTH PARTIES, THE SERVICES — INCLUDING THE CURATED INTELLIGENCE™ PLATFORM AND ALL AI-GENERATED OUTPUTS, ARTIFACTS, MAPS, AND ANALYSES — ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

LOCAITION MATTERS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LOCAITION MATTERS DOES NOT WARRANT THAT: (I) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (II) THE CURATED AI WORKSPACE OR ANY ARTIFACTS WILL PRODUCE ACCURATE, COMPLETE, RELIABLE, OR APPROPRIATE OUTPUTS; (III) DEFECTS WILL BE CORRECTED; OR (IV) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS.

CUSTOMER ACKNOWLEDGES THAT AI-GENERATED OUTPUTS — INCLUDING PLACESTORY™ ARTIFACTS, MAPS, ANALYSES, AND OTHER OUTPUTS PRODUCED BY THE CURATED PLATFORM — MAY CONTAIN INACCURACIES, ERRORS, OR HALLUCINATIONS, AND CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING OUTPUTS BEFORE RELYING ON THEM FOR ANY DECISION. LOCAITION MATTERS IS NOT LIABLE FOR DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE ON AI-GENERATED OUTPUTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

10.1 Excluded Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR DAMAGES RESULTING FROM RELIANCE ON AI-GENERATED OUTPUTS), ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO LOCAITION MATTERS UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 do not apply to: (i) breaches of Section 3.3 (Restrictions); (ii) breaches of Section 8 (Confidentiality); (iii) Customer's payment obligations; (iv) either party's indemnification obligations; or (v) liability that cannot be limited under applicable law.

10.4 Allocation of Risk

The parties acknowledge that the disclaimers and limitations of liability in these Terms reflect an informed and voluntary allocation of risk between them and form an essential basis of the bargain.

11. Indemnification

11.1 By Customer

Customer shall defend, indemnify, and hold harmless Locaition Matters, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer Data, including any claim that Customer Data infringes the rights of any third party; (ii) Customer's use of Artifacts, including externally shared PlaceStory™ outputs; (iii) Customer's violation of these Terms, including Section 3.3 (Restrictions); (iv) Customer's violation of applicable law; or (v) Customer's negligent or willful misconduct.

11.2 By Locaition Matters

Locaition Matters shall defend Customer against any third-party claim alleging that the Services, as provided by Locaition Matters and used by Customer in accordance with these Terms, infringe such third party's U.S. patent, copyright, or trade secret rights, and shall indemnify Customer against damages awarded by a court of competent jurisdiction or agreed to in settlement, provided that Customer: (i) gives prompt written notice of the claim; (ii) grants Locaition Matters sole control of the defense and settlement; and (iii) provides reasonable cooperation.

Locaition Matters has no obligation under this Section 11.2 to the extent a claim arises from: (a) Customer Data; (b) modifications to the Services not made by Locaition Matters; (c) combination of the Services with products or services not provided by Locaition Matters; (d) use of the Services outside the scope of these Terms; or (e) reliance on AI-generated Outputs without independent verification.

If the Services are or are likely to be the subject of an infringement claim, Locaition Matters may, at its option: (1) procure the right for Customer to continue using the Services; (2) modify the Services to be non-infringing; or (3) terminate the affected Services and refund any prepaid, unused Fees. This Section 11.2 states Customer's sole and exclusive remedy for any third-party infringement claim.

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Jurisdiction

Subject to Section 12.3, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms.

12.3 Informal Resolution

Before initiating any formal legal proceedings, the parties shall first attempt in good faith to resolve any dispute through informal discussions for a period of at least thirty (30) days following written notice describing the dispute.

12.4 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or to enforce Section 3.3 (Restrictions).

13. General Provisions

13.1 Modifications

Locaition Matters may update these Terms from time to time. Material changes will be communicated by updating the "Last Updated" date at the top of these Terms and, where appropriate, by providing additional notice via either Site or by email. Continued use of the Services after the effective date of updated Terms constitutes acceptance of those changes.

13.2 Assignment

Customer may not assign or transfer these Terms, in whole or in part, without Locaition Matters' prior written consent (not to be unreasonably withheld). Locaition Matters may assign these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, financing, reorganization, or sale of substantially all of its assets.

13.3 Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, network outages, third-party cloud-service interruptions, AI infrastructure provider outages, or pandemics.

13.4 Notices

All notices under these Terms must be in writing and sent to: (i) for Locaition Matters, legal@locaitionmatters.com; (ii) for Customer, the email address associated with Customer's Account. Notices are deemed effective on receipt.

13.5 No Waiver

No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right.

13.6 Severability

If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

13.7 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

13.8 Third-Party Beneficiaries

These Terms do not confer any rights on any third party other than the parties hereto and their permitted successors and assigns.

13.9 Entire Agreement

These Terms — together with the Privacy Policy, any applicable Order Form, and any Data Processing Agreement or master service agreement executed by the parties — constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, communications, and understandings (whether written or oral).

13.10 Headings and Interpretation

Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."

13.11 Counterparts and Electronic Acceptance

These Terms may be accepted electronically and may be executed in counterparts, each of which shall be deemed an original.

14. Contact Information

For questions about these Terms, contact us at:

Locaition Matters Inc. Attn: Legal Department Email: legal@locaitionmatters.com Website: www.locaitionmatters.com | www.getcurated.ai

For privacy-related inquiries, please refer to our Privacy Policy and contact us at privacy@locaitionmatters.com.