End-User License Agreement

GeoSAP Software Platform

Last Updated: June 3, 2026

Governing Law: Vermont, United States

Warranty Period: 30 days

Liability Cap: 12 months of fees paid

This End-User License Agreement (“Agreement”) is a legal agreement between Whiteout Solutions (“Whiteout,” “we,” “us,” or “our”) and the individual or entity that downloads, installs, accesses, or uses the GeoSAP software platform (“Customer,” “you,” or “your”).

By installing, accessing, or using GeoSAP, you agree to be bound by this Agreement. If you are accepting this Agreement on behalf of an organization, you represent that you have authority to bind that organization.

If you do not agree to this Agreement, do not install, access, or use GeoSAP.

1. Definitions

“GeoSAP” means Whiteout Solutions’ geospatial software platform, including GeoSAP Desktop, GeoSAP Processing Module, GeoSAP Orchestrator, GeoSAP Processors, plugins, backend services, APIs, documentation, configuration tools, and related software components made available by Whiteout Solutions.

“GeoSAP Desktop” means the user-facing desktop application used to manage geospatial projects, resources, planning, acquisition workflows, processing workflows, quality assurance activities, deliverables, and interactions with other GeoSAP components.

“Processing Module” means the command-line or managed processing component of GeoSAP used to execute data processing workflows, including through plugins or automated processing configurations.

“GeoSAP Orchestrator” means the component used in certain deployment models to receive processing workflow requests and dispatch jobs to available GeoSAP Processors.

“GeoSAP Processor” means a processing instance configured to execute authorized GeoSAP processing jobs.

“Plugins” means Whiteout-provided or authorized software extensions that expand GeoSAP functionality.

“Customer Data” means geospatial data, project data, imagery, LiDAR data, metadata, processing inputs, processing outputs, deliverables, configuration data, and other content submitted to, stored in, processed by, or generated through GeoSAP by or on behalf of Customer.

“Documentation” means user guides, technical documentation, release notes, specifications, and other written materials provided by Whiteout Solutions for GeoSAP.

2. License Grant

Subject to your compliance with this Agreement and payment of all applicable fees, Whiteout Solutions grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install, access, and use GeoSAP solely for your internal business purposes and in accordance with the applicable order form, subscription plan, deployment model, Documentation, and usage limits.

This license does not transfer ownership of GeoSAP to you. GeoSAP is licensed, not sold.

3. Deployment Models

3.1 Local Mode

In Local mode, GeoSAP Desktop may communicate with Whiteout Solutions’ backend infrastructure. Certain project management, resource management, planning, acquisition management, processing management, licensing, and related functionality may depend on Whiteout-hosted services.

3.2 Local Distributed Mode

In Local Distributed mode, Customer may install a GeoSAP Orchestrator and one or more GeoSAP Processors on Customer-controlled machines or infrastructure. GeoSAP Desktop may still communicate with Whiteout Solutions’ backend for core platform services, licensing, coordination, or other authorized functions.

Customer is responsible for maintaining the infrastructure on which Customer-installed Orchestrators and Processors run, including operating systems, networks, hardware, virtualization environments, access controls, and security configurations.

3.3 Hosted Mode

In Hosted mode, GeoSAP may be deployed within Customer’s own infrastructure or network. Unless otherwise agreed in writing, Customer is responsible for operating, securing, maintaining, backing up, and monitoring the Hosted environment.

“Hosted” does not necessarily mean that Whiteout Solutions hosts the software for Customer. The applicable order form or statement of work will specify the hosting and operational responsibilities.

4. Authorized Users

You may permit your employees, contractors, or agents to use GeoSAP only if they are acting on your behalf, are bound by obligations consistent with this Agreement, and use GeoSAP solely for your authorized internal business purposes.

You are responsible for all actions taken by your authorized users and for maintaining the confidentiality of login credentials, license keys, access tokens, and other authentication materials.

5. License Restrictions

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

1. copy, modify, adapt, translate, or create derivative works of GeoSAP except as expressly permitted by Whiteout Solutions;
2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, algorithms, or underlying structure of GeoSAP, except where such restriction is prohibited by law;
3. sell, rent, lease, sublicense, distribute, provide access to, or otherwise make GeoSAP available to any third party as a service bureau, managed service, or outsourcing offering without Whiteout’s prior written consent;
4. bypass, disable, remove, or interfere with licensing, usage limits, security features, telemetry controls, access controls, or technical protection measures;
5. use GeoSAP to violate applicable laws, regulations, third-party rights, or contractual obligations;
6. use GeoSAP to process data for which you lack sufficient rights, permissions, or legal authority;
7. use GeoSAP in a manner that could damage, disable, overburden, or impair Whiteout’s systems or the systems of other customers;
8. remove, alter, or obscure proprietary notices, trademarks, copyright notices, or attribution notices;
9. use GeoSAP to develop a competing software platform or to benchmark GeoSAP for competitive purposes without Whiteout’s prior written consent;
10. access functionality, modules, plugins, processors, or deployment capabilities for which you have not purchased or received authorization.

6. Plugins and Processing Workflows

GeoSAP may support plugins, custom workflows, processing templates, automation scripts, or other extensible components.

Unless otherwise agreed in writing:

1. Whiteout-owned plugins remain the property of Whiteout Solutions.
2. Customer-owned plugins or workflows developed independently by Customer remain the property of Customer.
3. Custom plugins, configurations, or workflows developed by Whiteout for Customer will be governed by the applicable statement of work.
4. Customer is responsible for validating that any processing workflow, plugin, configuration, or automated output is suitable for Customer’s intended use.

Whiteout Solutions does not guarantee that all plugins will be compatible with all GeoSAP versions, deployment models, operating environments, datasets, or infrastructure configurations.

7. Customer Data

As between Customer and Whiteout Solutions, Customer retains ownership of Customer Data.

Customer grants Whiteout Solutions a limited right to access, use, transmit, store, process, and display Customer Data solely as necessary to provide, maintain, secure, support, improve, or troubleshoot GeoSAP, and as otherwise permitted by the applicable order form, privacy policy, data processing agreement, or statement of work.

Customer is responsible for:

1. obtaining all rights and permissions required to use Customer Data with GeoSAP;
2. ensuring Customer Data does not violate applicable laws or third-party rights;
3. maintaining appropriate backups of Customer Data;
4. validating processing results, analytics, reports, deliverables, and outputs before relying on them;
5. determining whether Customer Data is subject to special confidentiality, security, export control, government, environmental, critical infrastructure, or data sovereignty requirements.

8. Output and Deliverables

GeoSAP may generate outputs, analytics, reports, visualizations, processed geospatial datasets, quality assurance results, deliverables, or other materials based on Customer Data and Customer-selected workflows.

Unless otherwise agreed in writing, Customer owns the outputs generated from Customer Data, excluding Whiteout’s underlying software, algorithms, templates, proprietary methods, reusable tools, Documentation, and pre-existing intellectual property.

Customer acknowledges that outputs may depend on the quality, completeness, accuracy, calibration, formatting, coordinate systems, metadata, acquisition conditions, and processing settings of the input data. Customer is responsible for reviewing and validating outputs before using them for engineering, environmental, legal, regulatory, construction, safety, navigation, operational, or other decision-making purposes.

9. Third-Party Software and Services

GeoSAP may include, interoperate with, or depend on third-party software, libraries, open-source components, cloud services, operating systems, hardware, sensors, data formats, APIs, or infrastructure.

Use of third-party components may be subject to separate terms and conditions. Whiteout Solutions is not responsible for third-party products or services except as expressly stated in an applicable written agreement.

10. Updates and Changes

Whiteout Solutions may provide updates, patches, bug fixes, upgrades, new features, modified features, or discontinued features from time to time.

Updates may be required for security, compatibility, licensing, performance, or continued access to certain services. Whiteout Solutions does not guarantee that all prior versions of GeoSAP will remain supported indefinitely.

For Hosted or customer-managed deployments, Customer may be responsible for installing, testing, approving, or coordinating updates, unless otherwise agreed in writing.

11. Support and Professional Services

Support, implementation assistance, Forward Deployed Engineer services, custom workflow development, plugin development, training, data migration, integration work, or other professional services are provided only if included in an applicable order form, subscription plan, support plan, or statement of work.

Any service-specific deliverables, timelines, responsibilities, acceptance criteria, fees, and ownership terms should be described in the applicable written agreement.

12. Telemetry, Diagnostics, and License Verification

GeoSAP may collect or transmit technical, operational, diagnostic, usage, licensing, performance, error, or security-related information to verify license compliance, maintain platform reliability, improve functionality, provide support, troubleshoot issues, and protect GeoSAP.

The type and scope of telemetry may vary by deployment model. Hosted or isolated deployments may have different telemetry, licensing, synchronization, or reporting mechanisms as specified in the applicable order form or technical documentation.

Whiteout Solutions will handle personal information in accordance with its applicable privacy policy or data processing agreement.

13. Confidentiality

Each party may receive confidential or proprietary information from the other party. Confidential information includes non-public technical, business, financial, operational, security, product, software, data, pricing, roadmap, customer, and project information.

The receiving party will use the disclosing party’s confidential information only for purposes of this Agreement and will protect it using reasonable care. The receiving party may disclose confidential information only to personnel, contractors, advisors, or service providers who need to know it and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly available, already known without restriction, independently developed without use of the disclosing party’s confidential information, or rightfully received from a third party without confidentiality obligations.

14. Intellectual Property

GeoSAP, including its software, source code, object code, architecture, user interfaces, workflows, processing logic, templates, Documentation, trademarks, logos, algorithms, modules, plugins, and related intellectual property, is owned by Whiteout Solutions or its licensors.

Except for the limited license expressly granted in this Agreement, Whiteout Solutions reserves all rights in and to GeoSAP.

No rights are granted by implication, estoppel, or otherwise.

15. Feedback

If you provide suggestions, ideas, enhancement requests, recommendations, bug reports, or other feedback about GeoSAP, you grant Whiteout Solutions a perpetual, irrevocable, worldwide, royalty-free right to use, modify, incorporate, commercialize, and otherwise exploit that feedback without restriction or compensation, provided Whiteout does not disclose your confidential information in doing so.

16. Security

Whiteout Solutions will use commercially reasonable measures designed to protect GeoSAP systems under its control.

Customer is responsible for securing Customer-controlled environments, including endpoints, servers, networks, user accounts, credentials, firewalls, access permissions, storage systems, backups, virtual machines, containers, processors, orchestrators, and Hosted deployments.

Customer must promptly notify Whiteout Solutions of any suspected unauthorized access to GeoSAP, license credentials, Customer Data, or Customer-controlled GeoSAP infrastructure.

17. Compliance With Laws

Customer must use GeoSAP in compliance with all applicable laws and regulations, including those relating to privacy, data protection, export controls, sanctions, government procurement, geospatial data handling, environmental data, critical infrastructure, and intellectual property.

Customer may not use GeoSAP in any jurisdiction or manner prohibited by applicable law.

18. High-Risk Uses

GeoSAP is a geospatial project management, processing, automation, analytics, and data workflow platform. Unless expressly agreed in writing, GeoSAP is not designed, certified, or warranted for use in life-critical systems, aircraft navigation, autonomous vehicle control, emergency response command systems, weapons systems, nuclear facilities, medical devices, or other uses where failure could reasonably be expected to result in death, personal injury, catastrophic property damage, or severe environmental harm.

Customer is solely responsible for determining whether GeoSAP is appropriate for Customer’s intended use and for implementing independent review, validation, redundancy, and safety procedures where appropriate.

19. Limited Warranty

For a period of 30 days from initial delivery, Whiteout Solutions warrants that GeoSAP will substantially conform to the applicable Documentation when used in accordance with this Agreement and the Documentation.

Customer’s sole remedy, and Whiteout’s sole obligation, for breach of this limited warranty is for Whiteout to use commercially reasonable efforts to correct the nonconformity or, if Whiteout determines correction is not commercially reasonable, terminate the affected license and refund prepaid fees for the unused portion of the applicable subscription or license term.

This warranty does not apply to issues caused by Customer Data, third-party systems, unauthorized modifications, unsupported environments, misuse, plugins not provided or approved by Whiteout, Customer infrastructure, network failures, hardware failures, or use outside the Documentation.

20. Disclaimer

Except as expressly stated in this Agreement, GeoSAP is provided “as is” and “as available.”

To the maximum extent permitted by law, Whiteout Solutions disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, uninterrupted operation, and error-free performance.

Whiteout Solutions does not warrant that GeoSAP will meet all Customer requirements, produce error-free outputs, operate without interruption, or identify all defects, data issues, acquisition issues, processing errors, quality concerns, or compliance problems.

21. Limitation of Liability

To the maximum extent permitted by law, Whiteout Solutions will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost business opportunities, loss of goodwill, loss of data, cost of substitute services, or business interruption, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Whiteout Solutions’ total cumulative liability arising out of or relating to this Agreement will not exceed the amounts paid by Customer to Whiteout Solutions for GeoSAP during the 12 months preceding the event giving rise to the claim.

The limitations in this section apply regardless of the legal theory, whether contract, tort, negligence, strict liability, warranty, or otherwise.

22. Indemnification

Customer will defend, indemnify, and hold harmless Whiteout Solutions from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising from or relating to:

1. Customer Data;
2. Customer’s use of GeoSAP in violation of this Agreement or applicable law;
3. Customer’s unauthorized modifications, integrations, plugins, workflows, or configurations;
4. Customer’s use of outputs, deliverables, analytics, or processing results;
5. Customer-controlled infrastructure, security failures, or access credentials;
6. allegations that Customer Data infringes or violates third-party rights.

Whiteout Solutions will promptly notify Customer of any claim for which indemnification is sought and will reasonably cooperate in the defense.

23. Term and Termination

This Agreement begins when you first install, access, or use GeoSAP and continues until terminated.

Whiteout Solutions may suspend or terminate your access to GeoSAP if you materially breach this Agreement, fail to pay applicable fees, exceed authorized usage, violate license restrictions, create security risks, or use GeoSAP in violation of law.

Upon termination:

1. your license to use GeoSAP ends immediately;
2. you must stop using GeoSAP;
3. you must uninstall or delete all copies of GeoSAP under your control, unless otherwise required for archival or legal compliance purposes;
4. any outstanding payment obligations remain due;
5. sections intended to survive termination will continue to apply, including confidentiality, intellectual property, data rights, disclaimers, liability limits, indemnification, and governing law.

24. Data Return and Deletion

Upon termination or expiration, Customer may request return or export of Customer Data as provided in the applicable order form, technical documentation, subscription plan, or data processing agreement.

Whiteout Solutions may delete Customer Data after termination or expiration in accordance with its data retention policies, unless legally required to retain it or otherwise agreed in writing.

Customer is responsible for maintaining independent backups of Customer Data and outputs.

25. Government Users

If GeoSAP is acquired by or on behalf of a government entity, GeoSAP is commercial computer software and is provided with only those rights expressly granted in this Agreement and the applicable written agreement.

No additional government rights are granted unless expressly agreed in writing by Whiteout Solutions.

26. Assignment

Customer may not assign or transfer this Agreement without Whiteout Solutions’ prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee agrees to be bound by this Agreement.

Whiteout Solutions may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer to an affiliate.

27. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Vermont, United States, without regard to conflict of law principles.

The parties agree that any dispute arising out of or relating to this Agreement will be resolved in the courts located in state or federal courts located in Vermont, United States, unless the parties agree to arbitration or another dispute resolution process in writing.

28. Changes to this Agreement

Whiteout Solutions may update this Agreement from time to time. If changes are material, Whiteout Solutions will provide notice through GeoSAP, email, customer portal, website notice, or other reasonable means.

Continued use of GeoSAP after the effective date of an updated Agreement constitutes acceptance of the updated Agreement.

29. Entire Agreement

This Agreement, together with any applicable order form, statement of work, data processing agreement, privacy policy, support terms, and Documentation, constitutes the entire agreement between the parties regarding GeoSAP and supersedes all prior or contemporaneous agreements regarding the subject matter.

If there is a conflict between this Agreement and an executed order form or statement of work, the executed order form or statement of work will control for that specific transaction.

30. Contact

Whiteout Solutions

3916 US-5 Suite 1
Derby, VT 05829

sales@whiteoutsolutions.com

whiteoutsolutions.com