Forest Metrix End User License Agreement and Terms of Service

Effective Date: 10/19/2026 Version: 1.0

1. Agreement and Acceptance

1.1 Parties. This End User License Agreement and Terms of Service (the "Agreement") is a binding contract between Field Truth Inc., a Vermont corporation doing business as Forest Metrix ("Forest Metrix," "we," "us," or "our"), and the person or organization that creates an account or otherwise uses the Service ("Customer," "you," or "your").

1.2 What this Agreement covers. This Agreement governs your access to and use of the Forest Metrix software and services, including: (a) the Forest Metrix mobile application, including all updates (the "App"); (b) the Forest Metrix web application and account portal at account.forestmetrix.com and related Forest Metrix domains (the "Web App"); and (c) the associated hosted services, synchronization services, programming interfaces, Documentation, and support (together with the App and the Web App, the "Service").

1.3 Acceptance. By clicking to accept, creating an account, installing or launching the App, or otherwise using the Service, you accept and agree to be bound by this Agreement and by the Forest Metrix Privacy Policy at https://www.forestmetrix.com/privacy (the "Privacy Policy"), which is incorporated by reference. If you do not agree, do not use the Service.

1.4 Organizations. If you create an account or accept this Agreement on behalf of a company, firm, partnership, government agency, or other organization, you represent and warrant that you are authorized to bind that organization, and "Customer" means that organization. If you are not authorized, you may not accept this Agreement or use the Service on the organization's behalf.

1.5 Authorized Users. If you access the Service as an Authorized User under an Organization Account established by another Customer, this Agreement governs your individual use of the Service, and the Customer that established the Organization Account is responsible to Forest Metrix for your compliance.

1.6 Eligibility and business use. The Service is offered to forestry, natural-resource, and land-management professionals and organizations for business use, and not for personal, family, or household use. You must be at least 18 years old to use the Service.

2. Definitions

"Admin" has the meaning in Section 4.2.
"Authorized User" means an individual whom Customer has invited to its Organization Account and to whom Customer has assigned a Seat, including Customer's employees and the independent contractors and agents acting on Customer's behalf.
"Beta Features" has the meaning in Section 6.1.
"Confidential Information" has the meaning in Section 15.1.
"Customer Data" means all data, content, files, and materials that Customer or its Authorized Users enter into, upload to, collect with, or store in the Service, including Forest Data.
"Documentation" means the then-current user guides, help articles, release notes, and technical documentation that Forest Metrix makes generally available for the Service.
"Feedback" has the meaning in Section 12.3.
"Forest Data" means cruise, plot, and tree measurement data; stand, tract, and ownership records; sampling designs; species, product, grade, and defect assignments; GPS coordinates, waypoints, maps, and boundaries; photographs; notes; and similar field and inventory data entered into or collected by the Service.
"Models" has the meaning in Section 10.1.
"Order" means the subscription plan, Seat count, Subscription Term, and fees selected by Customer through the Web App, or otherwise agreed between Customer and Forest Metrix in writing.
"Organization Account" means the account established for a Customer under which its Authorized Users, projects, Seats, billing, and Customer Data are organized.
"Output" means the reports, tables, statistics, volume and value estimates, summaries, maps, exports, and other results that the Service generates from Customer Data.
"Retention Period" has the meaning in Section 8.6.
"Seat" means a license entitling one named Authorized User to access the Service.
"Subscription Term" means the period of paid access to the Service specified in an Order, including any renewal terms.
"Trial Period" has the meaning in Section 5.1.
"Usage Data" has the meaning in Section 8.4.

3. License and Right to Use

3.1 Grant. Subject to this Agreement and payment of applicable fees, Forest Metrix grants Customer, during the Trial Period and any Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable right to: (a) access and use the Web App and the hosted components of the Service; and (b) install and use the App on mobile devices owned or controlled by Customer or its Authorized Users; in each case solely for Customer's internal business purposes, by no more individuals than the number of Seats in the Order, and in accordance with the Documentation.

3.2 Licensed, not sold. The App and all other software components of the Service are licensed, not sold. Forest Metrix and its licensors retain all right, title, and interest in and to the Service and reserve all rights not expressly granted in this Agreement.

3.3 App Store copies. If you obtain the App through the Apple App Store, the license in Section 3.1(b) is limited to use on Apple-branded products that you own or control, as permitted by the Usage Rules set out in the Apple Media Services Terms and Conditions, and is subject to Section 21 (Apple App Store Terms).

3.4 Open-source components. The App and the Service may include open-source software components licensed under their own terms, which govern those components to the extent of any conflict with this Agreement. A list of those components is available in the Documentation or on request.

4. Accounts, Organizations, and Seats

4.1 Account information. You must provide accurate, current, and complete registration information and keep it updated. Forest Metrix may rely on the contact information in the Organization Account for all notices.

4.2 Administrators. The individual who creates an Organization Account becomes its initial administrator (an "Admin"). Admins may invite and remove Authorized Users, assign and reassign Seats, control access to projects and Customer Data, manage billing, export Customer Data, and designate additional Admins. Customer is responsible for the acts and omissions of its Admins and Authorized Users, and Forest Metrix may rely on instructions given by any Admin of record.

4.3 Seats. Each Authorized User must use unique login credentials. Credentials may not be shared, and a Seat may not be used by more than one individual. Customer may reassign a Seat from one individual to another when the original Authorized User no longer requires access; Seats may not be reassigned to rotate multiple individuals through a single Seat. Forest Metrix may implement technical limits to enforce Seat counts.

4.4 Contractors. Customer may designate independent contractors and agents as Authorized Users, provided that they use the Service only on Customer's behalf and Customer remains fully responsible for their compliance with this Agreement.

4.5 Account control. As between Customer and its Authorized Users, the Organization Account and all Customer Data within it belong to Customer. Disputes between Customer and its current or former personnel, partners, or contractors regarding control of the Organization Account or ownership of Customer Data are Customer's responsibility to resolve. Forest Metrix may, but is not obligated to, require reasonable documentation before acting on a disputed request, and may suspend access to a disputed Organization Account pending resolution.

4.6 Credential and device security. Customer is responsible for maintaining the confidentiality of credentials, for all activity under its Organization Account, and for securing the devices on which the App is installed (including device passcodes and remote-wipe capability). Customer must promptly notify Forest Metrix at the support email address in Section 26 of any suspected unauthorized access or of the loss of a device containing unsynchronized Customer Data.

5. Free Trials

5.1 Trial offer. Forest Metrix may offer new Customers a free trial of the Service for the period specified at signup, beginning when the account is created (the "Trial Period"). Forest Metrix may limit trials to one per organization and may modify, restrict, or terminate any trial at any time.

5.2 Trial terms. During the Trial Period, the Service is provided AS IS, may be limited in features or Seat count, and is not subject to the limited warranty in Section 17.1. No payment method is required to start a trial. Forest Metrix has no obligation to provide support during the Trial Period but may do so at its discretion.

5.3 End of trial. When the Trial Period ends, access to the Service will be restricted unless Customer purchases a subscription. Customer Data entered during the Trial Period will be retained for 30 days after the Trial Period ends so that Customer may subscribe or export it; after that period, Forest Metrix may delete it without further notice. Customer is responsible for exporting any Customer Data it wishes to keep before that window closes.

5.4 Purpose. Trials are provided for genuine evaluation. Trials may not be used to benchmark, replicate, or develop a competing product.

6. Beta and Pre-Release Features

6.1 Designation. Forest Metrix may make features, releases, or the Service as a whole available on a beta, preview, early-access, pilot, or similar pre-release basis ("Beta Features"). Forest Metrix will identify Beta Features as such in the Service, the Documentation, or its communications with Customer.

6.2 Nature of Beta Features. Beta Features are provided AS IS for evaluation and feedback. They may be incomplete, may contain errors, may not perform as described, may change substantially or be discontinued without notice, and are not subject to the limited warranty in Section 17.1 or to any support or service commitment. Forest Metrix does not guarantee that data created with or stored in Beta Features will be migrated to or compatible with subsequent releases.

6.3 Diagnostics. Beta Features may collect additional diagnostic, performance, and usage data, as described in the Privacy Policy, to help Forest Metrix identify and correct defects.

6.4 Feedback. Feedback about Beta Features is governed by Section 12.3.

6.5 Fees. Unless an Order provides otherwise, Beta Features are provided without charge, and Forest Metrix may begin charging for a feature when it is released for general availability, on notice to Customer.

7. Fees, Billing, Renewal, and Cancellation

7.1 Fees. Customer will pay the fees stated in the Order. Except as expressly provided in this Agreement, fees are non-refundable.

7.2 Billing. Subscriptions are purchased and managed through the Web App at account.forestmetrix.com. Payments are processed by a third-party payment processor, and Customer's payment information is subject to the processor's terms and privacy policy. By providing a payment method, Customer authorizes Forest Metrix and its payment processor to charge all fees due under the Order, including recurring renewal fees, to that payment method.

7.3 Automatic renewal. UNLESS CUSTOMER CANCELS BEFORE THE END OF THE THEN-CURRENT SUBSCRIPTION TERM, THE SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE TERMS OF THE SAME LENGTH AT THE THEN-CURRENT FEES, AND CUSTOMER'S PAYMENT METHOD WILL BE CHARGED AT THE START OF EACH RENEWAL TERM. For Subscription Terms of one year or longer, Forest Metrix will send a renewal reminder to the Organization Account's billing email at least 30 days before the renewal date.

7.4 Cancellation. Customer may cancel a subscription at any time through account.forestmetrix.com or by contacting customer support at the support email address in Section 26. Cancellation takes effect at the end of the then-current Subscription Term, and Customer retains access until then. Forest Metrix does not provide refunds or credits for partial Subscription Terms, unused Seats, or periods of non-use.

7.5 Seat changes. Customer may add Seats at any time; added Seats are charged on a prorated basis for the remainder of the current Subscription Term and renew with the subscription. Seat reductions take effect at the next renewal.

7.6 Price changes. Forest Metrix may change the fees for a subscription effective at the start of the next Subscription Term by giving notice at least 30 days before the renewal date. If Customer does not agree to the new fees, Customer may cancel before the renewal date.

7.7 Late or failed payment. If a payment fails or is past due, Forest Metrix will notify Customer and may retry the payment method. If payment is not received within 10 days after notice, Forest Metrix may suspend access to the Service under Section 20.3 until payment is made. Customer is responsible for the reasonable costs of collection, including attorneys' fees, for amounts more than 60 days past due.

7.8 Taxes. Fees exclude sales, use, value-added, and similar taxes, which Customer is responsible for paying, other than taxes on Forest Metrix's net income. If Customer is tax-exempt, Customer must provide a valid exemption certificate.

7.9 Purchases through Apple. Subscriptions purchased through the Web App are transactions between Customer and Forest Metrix; Apple is not a party to those transactions and has no responsibility for them. If Forest Metrix makes any purchase available through Apple's in-app purchase system, that purchase is subject to Apple's terms, billing, and refund policies, and Forest Metrix cannot issue refunds for it.

8. Customer Data

8.1 Ownership. As between the parties, Customer owns all right, title, and interest in and to Customer Data. Forest Metrix acquires no rights in Customer Data other than the license in Section 8.2.

8.2 License to Forest Metrix. Customer grants Forest Metrix a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, display, and create derivative works of Customer Data solely to the extent necessary to provide, maintain, secure, support, and improve the Service; to prevent or address technical or security issues; to comply with law; and as otherwise instructed or authorized by Customer.

8.3 Customer responsibilities. Customer is solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) having all rights, consents, and permissions necessary to collect Customer Data and to use it in the Service, including any consents required from landowners, clients, or property managers; (c) complying with any confidentiality, professional, or contractual obligations Customer owes to its own clients regarding Customer Data; and (d) determining who within its organization may access which Customer Data.

8.4 Usage Data and de-identified data. Forest Metrix collects technical, diagnostic, and usage information about how the Service is used and performs (for example, feature usage, error reports, device and operating-system information, and synchronization statistics) ("Usage Data"), as described in the Privacy Policy. Forest Metrix may also derive de-identified and aggregated data from Customer Data and Usage Data that does not identify Customer, any Authorized User, any landowner, or any specific property or tract, and may use that de-identified data during and after the term to operate, analyze, and improve the Service and to develop new features. Forest Metrix will not sell Customer Data, will not disclose Forest Data to third parties except as necessary to provide the Service or as required by law, and will not publish or share de-identified data in any form from which Customer, an Authorized User, a landowner, or a property could reasonably be re-identified.

8.5 Export. During the Trial Period, any Subscription Term, and the Retention Period, Customer may export its Customer Data using the export functions of the Service in the formats the Service supports.

8.6 Retention and deletion. Following termination or expiration of all Subscription Terms (or of the Trial Period, subject to Section 5.3), Forest Metrix will retain Customer Data for at least 60 days (the "Retention Period") so that Customer may export it or reactivate the subscription. After the Retention Period, Forest Metrix may delete Customer Data from its active systems at any time. Copies of Customer Data may persist in routine backups for a period after deletion from active systems and are removed as those backups expire in the ordinary course. Customer may request earlier deletion by emailing the support email address in Section 26. Forest Metrix has no obligation to retain Customer Data after the Retention Period.

8.7 Security. Forest Metrix will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, including encryption of Customer Data in transit and at rest in hosted systems and role-based access controls. Customer acknowledges that no method of transmission or storage is completely secure.

8.8 Hosting location. Customer Data is hosted by Forest Metrix's third-party infrastructure providers in the United States, and Customer consents to the storage and processing of Customer Data there.

8.9 Hosted backups. Forest Metrix maintains routine backups of hosted Customer Data for disaster-recovery purposes. Those backups are not a substitute for Customer's own exports and are not available for restoring individual records deleted by Customer or its Authorized Users.

9. Offline Use, Synchronization, and Local Data

9.1 Offline design. The App is designed to collect and store data on a mobile device without a network connection and to synchronize that data with the hosted Service when connectivity is available. Customer acknowledges that the following consequences are inherent in that design.

9.2 Unsynchronized data exists only on the device. Until data collected in the App has successfully synchronized with the hosted Service, it exists only on that device. If the device is lost, stolen, damaged, reset, or replaced; if the App is deleted or fails to launch; if the device runs out of storage; or if an operating-system update or other event corrupts local storage before synchronization, the unsynchronized data will be lost, and Forest Metrix has no ability to recover it.

9.3 Customer's responsibilities. Customer and its Authorized Users are responsible for: (a) synchronizing promptly whenever connectivity is available, and in any event before deleting the App, replacing or resetting a device, or removing an Authorized User; (b) confirming that synchronization completed successfully and resolving any items the App reports as failed or pending; (c) maintaining adequate device storage and battery; (d) using compatible devices and supported operating-system versions; and (e) periodically exporting Customer Data.

9.4 Conflicts. When the same record is modified on more than one device before synchronization, the Service resolves the conflict according to the rules described in the Documentation. Customer acknowledges that concurrent offline edits can produce results that require review and is responsible for reviewing synchronized data for such conflicts.

9.5 Compatibility and data charges. Forest Metrix may discontinue support for older devices or operating-system versions on reasonable notice. Customer is responsible for all carrier, data, and roaming charges associated with using the App.

9.6 Allocation of risk. Except to the extent caused by Forest Metrix's breach of Section 8.7, Forest Metrix is not responsible for loss of or damage to unsynchronized data, for data lost as a result of device loss or failure, or for the consequences of synchronization conflicts.

10. Forestry Calculations, Outputs, and Professional Responsibility

10.1 How Outputs are produced. The Service generates Outputs by applying Customer-selected or default volume equations, taper and form-class models, growth and yield models, sampling statistics, regional and species tables, unit conversions, defect and grade rules, and price and valuation inputs (collectively, "Models") to the data that Customer and its Authorized Users enter. Models are mathematical approximations of natural systems. Outputs are estimates, not measurements, and their reliability depends on the quality of the underlying data, the sampling design, the appropriateness of the Models selected, the parameters and defaults in effect, and the professional judgment applied.

10.2 Customer selects the Models. Customer is responsible for selecting, configuring, and verifying the Models, parameters, defaults, and settings used in its projects, and for determining whether they are appropriate for the species, region, product, market, and purpose in question. Forest Metrix does not warrant that any Model, default, or table is appropriate for any particular use.

10.3 A tool for professionals, not professional advice. The Service is a data-collection and analysis tool intended for use by trained forestry professionals. Use of the Service does not create a professional, advisory, or fiduciary relationship between Forest Metrix and Customer or any third party, and the Service does not provide forestry, timber-appraisal, land-surveying, legal, tax, investment, or financial advice. Outputs are not a substitute for field verification, independent review, or the professional judgment of a qualified forester.

10.4 Decisions and representations. Customer is solely responsible for all decisions made and all representations given to third parties on the basis of Outputs, including timber-sale advertisements and prospectuses; appraisals and valuations; management and stewardship plans; harvest and silvicultural prescriptions; current-use and similar tax-program filings; regulatory and permit submissions; carbon, certification, and conservation reporting; and litigation or expert materials. Customer must independently verify Outputs before relying on them or presenting them to landowners, buyers, lenders, agencies, or courts.

10.5 Location and mapping. Location data captured by consumer mobile devices is subject to inherent inaccuracy that varies with canopy, terrain, and device conditions. The Service is not a surveying tool, and location Outputs may not be used to establish, mark, or describe property boundaries or legal descriptions. Maps, imagery, and basemaps displayed in the Service may be provided by third parties and may be out of date or inaccurate.

10.6 Third-party data. Any third-party datasets incorporated into the Service (such as price reports, species tables, or imagery) are provided AS IS, and Forest Metrix does not warrant their accuracy or currency.

11. Acceptable Use

11.1 Restrictions. Customer will not, and will not permit any Authorized User or third party to:

(a) copy, modify, translate, adapt, or create derivative works of the Service or the Documentation, except as expressly permitted by this Agreement; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, Models, or data structures of the Service, except to the extent applicable law expressly permits such activity notwithstanding this restriction; (c) sell, resell, rent, lease, lend, sublicense, distribute, or otherwise make the Service available to any third party, or use the Service to provide services to third parties on a service-bureau or time-sharing basis, other than by using Outputs in the ordinary course of Customer's professional forestry services; (d) access the Service in order to build a competitive product or service, or to copy its features, functions, user interface, or Models; (e) share credentials, circumvent or exceed Seat limits, or bypass any access control, usage limit, or security mechanism; (f) use any robot, scraper, or other automated means to access the Service, except through a programming interface that Forest Metrix makes available and documents for that purpose; (g) upload or transmit malicious code, or interfere with or disrupt the integrity or performance of the Service or the data it contains; (h) probe, scan, or test the vulnerability of the Service, or attempt to gain unauthorized access to it or to other customers' data, except as expressly authorized in writing by Forest Metrix; (i) use the Service to store or transmit data that Customer does not have the right to use, that infringes or violates the rights of others, or that is unlawful; (j) use the Service in violation of applicable law, including privacy, trespass, and land-records laws; or (k) remove or obscure any proprietary notice in the Service or the Documentation.

12. Intellectual Property and Feedback

12.1 Forest Metrix property. The Service, the App, the Documentation, the Models as implemented in the Service, and all software, designs, templates, report formats, text, graphics, trademarks, and other materials provided by Forest Metrix, together with all improvements, modifications, and derivative works of them and all intellectual-property rights in them, are and remain the exclusive property of Forest Metrix and its licensors. Customer's rights are limited to the license in Section 3.

12.2 Trademarks. "Forest Metrix" and the Forest Metrix logos are trademarks of Forest Metrix. Customer may not use them without Forest Metrix's prior written consent, except to accurately identify the Service as the source of an Output.

12.3 Feedback. If Customer or an Authorized User provides suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), Forest Metrix may use and incorporate the Feedback without restriction or obligation, and Customer grants Forest Metrix a perpetual, irrevocable, worldwide, royalty-free license to do so. Feedback does not include Customer Data.

13. Third-Party Services and Terms

13.1 Third-party providers. Forest Metrix uses third-party providers for hosting and infrastructure, payment processing, email delivery, analytics, mapping and imagery, and app distribution. Customer's use of the Service may be subject to those providers' terms to the extent Customer interacts with them directly, and Forest Metrix is not responsible for third-party services, content, or terms.

13.2 Customer's third-party agreements. Customer must comply with all applicable third-party terms when using the Service, including Apple's terms and the terms of Customer's wireless data service agreement.

13.3 Integrations and exports. Customer is responsible for any third-party software, GIS systems, spreadsheets, or services into which it imports Outputs or Customer Data, and for verifying the results of any such transfer.

14. Support, Updates, and Changes to the Service

14.1 Support. Forest Metrix will provide reasonable email support, at the support email address in Section 26, for Customers with an active paid subscription. Forest Metrix does not commit to specific response or resolution times unless an Order provides otherwise. Forest Metrix, not Apple, is solely responsible for providing any maintenance and support for the App.

14.2 Updates. Forest Metrix may release updates, upgrades, patches, and new versions of the App and the Service. Some updates may be required to continue using the Service or to synchronize with the hosted Service. Customer is responsible for installing updates on its devices; the App may prompt for updates, or the App Store may install them automatically. Updates are subject to this Agreement unless accompanied by separate terms.

14.3 Changes to the Service. Forest Metrix may modify the Service, including by adding, changing, or removing features. If Forest Metrix materially reduces the core functionality of the Service during a paid Subscription Term and does not restore or replace that functionality within 30 days after Customer's written notice, Customer may terminate the affected subscription and receive a prorated refund of prepaid fees for the remainder of the Subscription Term as its sole remedy.

14.4 Discontinuation. If Forest Metrix discontinues the Service entirely, it will give at least 90 days' notice, refund prepaid fees for any unused portion of a Subscription Term, and make export functions available through the end of the notice period.

14.5 Availability. Forest Metrix will use commercially reasonable efforts to keep the hosted Service available but does not guarantee uninterrupted availability. The Service may be unavailable during scheduled maintenance (for which Forest Metrix will try to give advance notice) or because of circumstances beyond Forest Metrix's reasonable control.

15. Confidentiality

15.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. The non-public features of the Service, Forest Metrix's Models and technical information, and non-public pricing are Forest Metrix's Confidential Information.

15.2 Obligations. The receiving party will use the disclosing party's Confidential Information only to perform under this Agreement, will protect it with at least the care it uses for its own similar information (and no less than reasonable care), and will disclose it only to its employees, contractors, and advisors who need to know it and are bound by comparable obligations.

15.3 Exceptions. Confidential Information does not include information that the receiving party can show (a) was publicly available through no fault of the receiving party, (b) was rightfully known to it without restriction before disclosure, (c) was rightfully received from a third party without restriction, or (d) was independently developed without use of the disclosing party's Confidential Information.

15.4 Compelled disclosure. The receiving party may disclose Confidential Information to the extent required by law or court order, provided that it gives the disclosing party prompt notice (where legally permitted) and reasonable cooperation in seeking protective treatment.

15.5 Duration. These obligations continue for three years after termination of this Agreement, except that obligations regarding Customer Data continue for as long as Forest Metrix retains it, and obligations regarding trade secrets continue for as long as the information remains a trade secret.

16. Privacy

16.1 Privacy Policy. Forest Metrix's collection and use of personal information in connection with the Service is described in the Privacy Policy.

16.2 Personal information within Customer Data. Customer Data may include personal information about Customer's personnel, landowners, clients, and others. Forest Metrix processes that information on Customer's behalf as described in this Agreement and the Privacy Policy. Customer is responsible for providing any notices and obtaining any consents required for that processing, and for its own compliance with the privacy laws applicable to it.

16.3 Authorized User information. Forest Metrix will process the account and usage information of Authorized Users as described in the Privacy Policy. Customer is responsible for informing its Authorized Users of that processing.

17. Warranties and Disclaimers

17.1 Limited warranty. Forest Metrix warrants to Customer that, during a paid Subscription Term, the Service will perform materially in accordance with the Documentation. If the Service does not conform to this warranty, Customer must notify Forest Metrix in writing with reasonable detail within 30 days after discovering the nonconformity. Forest Metrix will use commercially reasonable efforts to correct the nonconformity, and if it is unable to do so within a reasonable time, Customer may terminate the affected subscription and receive a prorated refund of prepaid fees for the remainder of the Subscription Term. This is Customer's sole and exclusive remedy for breach of this warranty. This warranty does not apply to the Trial Period, to Beta Features, or to nonconformities caused by Customer Data, misuse, unsupported devices or operating systems, or third-party services.

17.2 Mutual warranties. Each party warrants that it has the authority to enter into this Agreement.

17.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 17.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE APP, THE DOCUMENTATION, THE MODELS, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND FOREST METRIX AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, FOREST METRIX DOES NOT WARRANT THAT ANY OUTPUT, MODEL, OR DEFAULT IS ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE; THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DATA WILL NOT BE LOST; OR THAT DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

18. Limitation of Liability

18.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FOREST METRIX OR ITS OWNERS, EMPLOYEES, CONTRACTORS, OR LICENSORS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, UNDER ANY LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, OR FOR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Specific exclusions. WITHOUT LIMITING SECTION 18.1, FOREST METRIX WILL NOT BE LIABLE FOR: (a) LOSS OF UNSYNCHRONIZED DATA OR THE OTHER LOSSES DESCRIBED IN SECTION 9; (b) ANY DECISION MADE, ACTION TAKEN, OR REPRESENTATION GIVEN IN RELIANCE ON OUTPUTS, OR ANY DISCREPANCY BETWEEN OUTPUTS AND ACTUAL VOLUMES, VALUES, LOCATIONS, OR CONDITIONS; (c) INACCURATE OR INCOMPLETE CUSTOMER DATA; (d) THIRD-PARTY SERVICES; OR (e) UNAUTHORIZED ACCESS RESULTING FROM CUSTOMER'S FAILURE TO SECURE ITS CREDENTIALS OR DEVICES.

18.3 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOREST METRIX'S TOTAL CUMULATIVE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE SERVICE WILL NOT EXCEED THE GREATER OF (a) THE FEES PAID BY CUSTOMER TO FOREST METRIX FOR THE SERVICE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS (US$100).

18.4 Exceptions. Sections 18.1 through 18.3 do not limit liability for (a) a party's gross negligence, fraud, or willful misconduct; (b) Customer's indemnification obligations under Section 19; (c) Customer's payment obligations; (d) Customer's breach of Section 11 or infringement of Forest Metrix's intellectual-property rights; or (e) any liability that cannot be limited under applicable law.

18.5 Basis of the bargain. The parties agree that the limitations in this Section 18 reflect a reasonable allocation of risk, are an essential basis of the bargain between them, and will apply even if any limited remedy fails of its essential purpose.

19. Indemnification

19.1 By Customer. Customer will defend, indemnify, and hold harmless Forest Metrix and its owners, employees, and contractors from and against any third-party claim, and the resulting damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Customer Data, including any claim that Customer Data was collected or used without authorization or infringes or violates a third party's rights; (b) Customer's or any third party's use of or reliance on Outputs, including claims by landowners, timber buyers, lenders, agencies, or other clients of Customer; (c) Customer's or its Authorized Users' breach of this Agreement or violation of applicable law; or (d) any dispute between Customer and its current or former Authorized Users regarding the Organization Account or Customer Data.

19.2 Procedure. The indemnified party must give the indemnifying party prompt written notice of the claim (delay excuses the indemnifying party only to the extent it is prejudiced), sole control of the defense and settlement (except that no settlement may impose liability or obligations on the indemnified party without its consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying party's expense.

20. Term, Suspension, and Termination

20.1 Term. This Agreement begins when Customer first accepts it and continues until all Subscription Terms and any Trial Period have ended and the Organization Account is closed, unless terminated earlier under this Section 20.

20.2 Termination by Customer. Customer may terminate this Agreement at any time by cancelling all subscriptions under Section 7.4 and closing its Organization Account.

20.3 Suspension. Forest Metrix may suspend Customer's or any Authorized User's access to all or part of the Service, with notice where practicable, if: (a) payment is past due under Section 7.7; (b) Forest Metrix reasonably believes that Customer's or an Authorized User's use presents a security risk to the Service or to others, violates Section 11, or violates applicable law; (c) suspension is required by law or a governmental request; or (d) the Organization Account is the subject of a control dispute under Section 4.5. Forest Metrix will limit any suspension to what is reasonably necessary and will restore access promptly once the cause is resolved.

20.4 Termination by Forest Metrix. Forest Metrix may terminate this Agreement or any subscription: (a) if Customer materially breaches this Agreement and fails to cure the breach within 30 days after written notice; (b) immediately, if Customer or an Authorized User violates Section 11, uses the Service unlawfully, or becomes subject to insolvency proceedings; or (c) under Section 14.4.

20.5 Effect of termination. Upon termination or expiration: (a) all licenses and rights granted to Customer end, and Customer and its Authorized Users must stop using the Service, except that Customer may continue to use previously exported Outputs and Customer Data; (b) Customer Data is handled under Section 8.6; (c) any fees owed by Customer remain due, and Forest Metrix will refund prepaid fees only where this Agreement expressly provides; and (d) Customer is responsible for any Customer Data that remains on its devices.

20.6 Survival. Sections 2, 3.2, 4.5, 7 (as to amounts owed), 8.1, 8.4 through 8.6, 9.6, 10, 11, 12, 15 through 19, 20.5, 20.6, and 21 through 25 survive termination or expiration of this Agreement.

21. Apple App Store Terms

The following terms apply to any copy of the App obtained through the Apple App Store, in addition to the rest of this Agreement, and control in the event of a conflict.

21.1 Parties. This Agreement is between Customer and Forest Metrix only, and not with Apple. Forest Metrix, not Apple, is solely responsible for the App and its content. This Agreement does not provide for usage rules for the App that conflict with the Apple Media Services Terms and Conditions.

21.2 Scope of license. The license granted for the App is limited to a non-transferable license to use the App on Apple-branded products that Customer or its Authorized Users own or control, as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the App may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.

21.3 Maintenance and support. Forest Metrix is solely responsible for providing any maintenance and support services for the App, as specified in this Agreement or as required by applicable law. Apple has no obligation whatsoever to furnish any maintenance or support services for the App.

21.4 Warranty. Forest Metrix is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price (if any) paid to Apple for the App. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty are Forest Metrix's sole responsibility.

21.5 Product claims. Forest Metrix, not Apple, is responsible for addressing any claims of Customer or any third party relating to the App or to Customer's possession or use of the App, including (a) product-liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer-protection, privacy, or similar legislation. Nothing in this Agreement limits Forest Metrix's liability to Customer beyond what is permitted by applicable law.

21.6 Intellectual property. In the event of any third-party claim that the App or Customer's possession and use of the App infringes that third party's intellectual-property rights, Forest Metrix, not Apple, is solely responsible for the investigation, defense, settlement, and discharge of the claim.

21.7 Legal compliance. Customer represents and warrants that (a) it is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and (b) it is not listed on any U.S. Government list of prohibited or restricted parties.

21.8 Developer contact. Questions, complaints, or claims regarding the App should be directed to Forest Metrix at the address, telephone number, and email address in Section 26.

21.9 Third-party terms. Customer must comply with applicable third-party terms of agreement when using the App, including Customer's wireless data service agreement.

21.10 Third-party beneficiary. Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement with respect to the App, and upon Customer's acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third-party beneficiary.

22. Governing Law and Dispute Resolution

22.1 Governing law. This Agreement is governed by the laws of the State of Vermont and applicable United States federal law, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

22.2 Informal resolution. Before filing a claim, each party agrees to notify the other in writing of the dispute and to attempt in good faith to resolve it through discussion between representatives with settlement authority for at least 30 days.

22.3 Venue. Any dispute arising out of or relating to this Agreement or the Service will be brought exclusively in the state courts located in Orange County, Vermont or the United States District Court for the District of Vermont, and each party consents to the personal jurisdiction and venue of those courts. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or Confidential Information.

22.4 Jury waiver; individual claims. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL, AND AGREES THAT ANY CLAIM WILL BE BROUGHT ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

22.5 Time limit. To the extent permitted by applicable law, any claim arising out of or relating to this Agreement or the Service must be filed within one year after the claim accrues, or it is permanently barred.

23. Changes to this Agreement

23.1 Revisions. Forest Metrix may revise this Agreement from time to time. Forest Metrix will post the revised Agreement in the Service with a new effective date and, for material changes, will notify Customer by email to the Organization Account's contact address or by notice in the Service at least 30 days before the changes take effect.

23.2 Effect. Continued use of the Service after the effective date of a revised Agreement constitutes acceptance of the revision. If Customer does not agree to a material revision, Customer may terminate the affected subscription by notice given before the effective date and will receive a prorated refund of prepaid fees for the remainder of the Subscription Term. Revisions do not apply retroactively to disputes that arose before the effective date.

24. Export Control and Government Users

24.1 Export. The Service is subject to U.S. export-control and sanctions laws. Customer will not export, re-export, or make the Service available in violation of those laws, and represents that it is not, and is not acting on behalf of, a person or entity prohibited from receiving U.S. exports.

24.2 U.S. Government end users. The Service and the Documentation are "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. If Customer is an agency of the United States Government, Customer's rights in the Service are limited to those granted to all other Customers under this Agreement, consistent with those regulations, and Sections 19.1, 22.1, 22.3, 22.4, and 22.5 apply only to the extent permitted by federal law.

24.3 State, local, and other governmental entities. If Customer is a state, county, municipal, tribal, or other governmental entity, then notwithstanding anything to the contrary in this Agreement: (a) Customer's obligations under Section 19.1 apply only to the extent permitted by the laws of Customer's jurisdiction, and nothing in this Agreement waives Customer's sovereign or governmental immunity or requires Customer to indemnify Forest Metrix where that law prohibits it; (b) Sections 22.1 and 22.3 do not apply, and this Agreement is instead governed by the laws of the state in which Customer is located, and any dispute will be brought in the state or federal courts located in that state; (c) Sections 22.4 and 22.5 apply only to the extent permitted by that law; (d) Customer's payment obligations for any renewal term are subject to the availability of appropriated funds, and if funds are not appropriated Customer may terminate the subscription on written notice, effective at the end of the last funded period, with no further payment obligation; and (e) any other provision of this Agreement that Customer is legally prohibited from accepting applies only to the extent permitted by that law. Customer must notify Forest Metrix in writing that it is a governmental entity when it creates its Organization Account or purchases a subscription.

25. General

25.1 Entire agreement; precedence. This Agreement, together with any Orders and the Privacy Policy, is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, and communications on that subject. It supersedes any prior license agreement or terms between Customer and Forest Metrix with respect to prior versions of Forest Metrix software, to the extent Customer uses the Service governed by this Agreement. Terms in any Customer purchase order or similar document are rejected and have no effect. In the event of a conflict, the following order of precedence applies: (1) a signed written agreement between the parties; (2) an Order; (3) this Agreement; (4) the Documentation.

25.2 Assignment. Customer may not assign or transfer this Agreement or any rights under it without Forest Metrix's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of Customer's assets that assumes this Agreement in writing. Forest Metrix may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets or of the Service. Any other attempted assignment is void.

25.3 Force majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, labor disputes, government action, or failures of the internet, utilities, or third-party hosting providers.

25.4 Relationship. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

25.5 No third-party beneficiaries. Except as provided in Section 21.10, there are no third-party beneficiaries of this Agreement.

25.6 Notices. Forest Metrix may give notices to Customer by email to the contact address in the Organization Account, by notice within the Service, or by posting to the Web App. Customer must give legal notices to Forest Metrix by email to [email protected] and by mail to the address in Section 26. Notices are effective when sent (email) or when received (mail).

25.7 Severability; waiver. If any provision of this Agreement is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. A party's failure to enforce any provision is not a waiver of its right to do so later.

25.8 Electronic acceptance. Customer agrees that acceptance of this Agreement by electronic means (including clicking a button or checking a box) has the same legal effect as a handwritten signature, and that Forest Metrix's records of acceptance are admissible evidence of the parties' agreement.

25.9 Interpretation. Headings are for convenience only. "Including" means "including without limitation."

26. Contact

Field Truth Inc. (doing business as Forest Metrix)
1708 Tucker Hill Road
Thetford Center, VT 05075
Telephone: (802) 727-7577
Support: [email protected]
Legal notices: [email protected]