These Terms of Service (the “Terms”) are a binding agreement between Wanderland Intelligence, Inc., a Delaware corporation (“Wanderland,” “we,” “us,” or “our”), and the person or entity accepting these Terms (“Customer,” “you,” or “your”).

By signing an Order Form that references these Terms, clicking to accept them, creating an account, or accessing or using the Services, you agree to these Terms. If you accept these Terms for an organization, you represent that you have authority to bind that organization. If you do not agree, do not access or use the Services.

1. Agreement Structure

These Terms, each applicable order form, statement of work, or online purchasing document (each, an “Order Form”), and any incorporated addendum constitute the “Agreement.” If there is a conflict, the following order controls: (a) a signed addendum that expressly identifies the provision it overrides; (b) the Order Form; and (c) these Terms.

Wanderland may update these Terms from time to time. Material changes will become effective on the date stated in the notice or updated Terms. For an existing paid subscription, a material change that materially reduces Customer’s rights or increases Customer’s obligations will generally take effect at renewal unless the change is required sooner by law, addresses security or abuse, or relates to a new feature. Continued use after the effective date constitutes acceptance.

2. Services

2.1 Platform

Wanderland provides a cloud-based geospatial intelligence and decision-support platform, including mapping, territory planning and management, demographic and market analysis, reporting, collaboration, artificial intelligence features, APIs, integrations, and related services described in an Order Form or product documentation (collectively, the “Services”).

Wanderland may improve, modify, or replace features during a subscription. We will not materially reduce the core functionality of paid Services during the applicable subscription term without reasonable notice, except where necessary for security, legal compliance, third-party service changes, or prevention of harm.

2.2 Availability and Support

Wanderland will use commercially reasonable efforts to make the Services available and to provide support as described in the applicable Order Form or support policy. The Services may be unavailable for maintenance, emergency work, third-party outages, or circumstances beyond Wanderland’s reasonable control. Unless an Order Form expressly includes a service-level commitment, no service-level agreement applies.

2.3 Beta and Evaluation Services

Features identified as beta, preview, pilot, early access, trial, evaluation, or similar (“Beta Services”) are optional, may be changed or discontinued at any time, and are provided for evaluation. Beta Services may be incomplete, inaccurate, or unavailable and should not be used for production-critical activity or sensitive data.

2.4 Third-Party Services and Data

The Services may interoperate with third-party applications, data sources, maps, models, APIs, or services (“Third-Party Services”). Customer’s use of a Third-Party Service may be governed by separate third-party terms. Wanderland does not control and is not responsible for Third-Party Services, including their availability, accuracy, security, changes, or handling of Customer Data. Wanderland may replace or discontinue a Third-Party Service when its provider changes or ends access.

3. Access and Use Rights

3.1 License

Subject to the Agreement and payment of applicable fees, Wanderland grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to permit its employees, contractors, and other authorized users (“Authorized Users”) to access and use the Services solely for Customer’s internal business purposes.

3.2 Accounts

Customer will provide accurate account information, designate only appropriate Authorized Users, protect credentials, and promptly notify Wanderland of suspected unauthorized access. Customer is responsible for activity under its accounts except to the extent caused by Wanderland’s breach of the Agreement. Accounts may not be shared by multiple individuals unless the applicable plan expressly permits shared access.

3.3 Customer Responsibilities

Customer is responsible for: (a) its Authorized Users; (b) the legality, quality, and accuracy of Customer Data; (c) configuring permissions and exports; (d) obtaining required notices, consents, and rights; (e) maintaining reasonable backups of exported or source data; and (f) evaluating outputs before acting on them.

3.4 APIs and Integrations

If Customer is permitted to use a Wanderland API, developer tool, connector, or integration, Customer may use it only within documented limits and for Customer’s internal business purposes unless an Order Form expressly permits another use. Customer must protect API keys and may not expose them in public code or client-side applications. Wanderland may throttle, suspend, rotate, or revoke credentials to protect the Services, enforce limits, or address security risk.

3.5 Usage Limits

Plans may include limits on Authorized Users, projects, storage, exports, API calls, geographic processing, decision credits, AI actions, or other units. Limits and applicable overage or add-on pricing are stated in the Order Form, plan, or product documentation. Wanderland may reasonably measure usage and restrict use that exceeds purchased capacity. We will use reasonable efforts to notify Customer before suspending paid functionality for an ordinary usage overage.

4. Decision Credits and AI Actions

4.1 Credits

Certain Services are measured through prepaid or committed usage units (“Decision Credits” or “Credits”). The number of Credits consumed by an action will be shown in the applicable Order Form, pricing schedule, or product interface. Unless expressly stated otherwise: (a) Credits have no cash value; (b) Credits are non-transferable outside Customer’s organization; (c) unused Credits expire at the end of the applicable subscription term; and (d) Credits are not refundable.

4.2 Metering

Wanderland’s system records will control usage calculations absent manifest error. Customer must report a disputed usage charge within 30 days after it appears. Wanderland may adjust credit consumption prospectively as features or processing costs change, but changes affecting committed paid Credits will not apply until renewal unless agreed in writing.

4.3 AI Actions

An “AI Action” is a request that uses an AI-enabled feature and may consume the number of Credits displayed in the Order Form, pricing schedule, or interface. Repeating, regenerating, or materially revising a request may constitute an additional AI Action.

5. Acceptable Use

Customer and Authorized Users must not:

• use the Services in violation of law or another person’s rights;
• upload unlawful, infringing, deceptive, defamatory, hateful, harassing, or malicious content;
• gain or attempt to gain unauthorized access to the Services, another account, or related systems;
• probe, scan, or test vulnerabilities without Wanderland’s prior written authorization;
• introduce malware or interfere with the integrity, security, availability, or performance of the Services;
• bypass access controls, usage limits, or metering mechanisms;
• reverse engineer, decompile, copy, frame, scrape, or create derivative works of the Services except to the limited extent a restriction is prohibited by law;
• use automated means to extract data or content except through authorized APIs or export tools;
• resell, sublicense, time-share, or provide the Services to third parties unless expressly authorized in an Order Form;
• use the Services or outputs to develop or train a competing foundation model, geospatial platform, territory-planning service, or substantially similar product;
• use the Services to make fully automated decisions that produce legal or similarly significant effects on individuals without appropriate human review and any legally required safeguards;
• upload protected health information, payment card data, Social Security numbers, government-classified information, or similarly regulated sensitive data unless Wanderland has expressly agreed in writing to process it; or
• use the Services in high-risk systems where failure could reasonably lead to death, personal injury, or severe property or environmental damage.

Wanderland may investigate suspected violations and remove content or suspend access where reasonably necessary to protect the Services, customers, third parties, or legal compliance. When practicable, Wanderland will provide notice and an opportunity to cure.

6. Customer Data, Outputs, and Privacy

6.1 Customer Data

“Customer Data” means data, content, files, boundaries, business information, and other materials submitted to the Services by or for Customer. As between the parties, Customer retains ownership of Customer Data.

Customer grants Wanderland and its subprocessors a worldwide, non-exclusive, limited license to host, copy, transmit, display, modify, and process Customer Data only as necessary to provide, secure, support, and improve the Services; prevent fraud or abuse; comply with law; and fulfill the Agreement.

6.2 Service Data and Aggregated Data

Wanderland may collect technical, operational, and usage information about the Services (“Service Data”). Wanderland may also create aggregated or de-identified data that does not reasonably identify Customer or an individual (“Aggregated Data”). Wanderland may use Service Data and Aggregated Data to operate, secure, analyze, improve, and benchmark the Services and for other lawful business purposes. Wanderland will not publicly identify Customer as the source of Aggregated Data without permission.

6.3 AI Inputs and Outputs

Prompts, instructions, and materials submitted to AI-enabled features are Customer Data (“Inputs”). Results generated for Customer are “Outputs.” As between the parties and to the extent permitted by law, Customer may use Outputs for its internal business purposes, subject to the Agreement and any applicable third-party rights.

AI systems may generate similar or identical outputs for different customers, and Outputs may not qualify for intellectual-property protection. Wanderland does not represent that Outputs are unique, accurate, complete, or non-infringing. Customer must review Outputs and is responsible for decisions, communications, filings, and other actions based on them.

Wanderland will not use Customer Data to train a third-party provider’s general-purpose model unless Customer expressly opts in or an Order Form states otherwise. Wanderland may use Service Data, feedback, and de-identified or aggregated information to improve its systems and Services.

6.4 Privacy and Security

Wanderland will process personal data in accordance with its applicable privacy notice and any executed data processing addendum. Wanderland will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. No system is completely secure, and Customer is responsible for using available security controls and managing Authorized User access.

If Wanderland becomes aware of a confirmed security incident affecting Customer Data, Wanderland will notify Customer as required by applicable law and provide reasonably available information needed for Customer’s response.

6.5 Data Export and Retention

During the subscription, Customer may export Customer Data using available functionality. Following expiration or termination, Wanderland will make Customer Data available for export for at least 30 days unless prohibited by law or the account was terminated for unlawful conduct or an immediate security threat. After that period, Wanderland may delete or de-identify Customer Data, subject to legal retention duties and routine backup cycles.

7. Geospatial, Demographic, and Decision-Support Limitations

7.1 Changing Data

Geographic boundaries, postal codes, census data, demographics, third-party datasets, business locations, travel times, and market conditions change over time. The Services may rely on estimates, modeled data, delayed updates, or third-party sources. A territory, score, report, or recommendation may therefore change when source data, methodology, user inputs, or geographic definitions change.

7.2 Territory Boundaries

Territory maps, availability checks, overlap analyses, proximity results, and geographic descriptions are decision-support tools. Unless expressly stated in a signed Order Form, they are not legal surveys, title records, franchise disclosure documents, protected-territory grants, or definitive interpretations of a contract. Customer must confirm controlling boundaries and rights against its executed agreements and authoritative records.

7.3 Business Judgment

Scores, forecasts, narratives, recommendations, and AI-generated insights are informational and do not constitute legal, financial, tax, real-estate, franchise, lending, or investment advice. They do not guarantee sales, profitability, site performance, franchise success, or market availability. Customer retains responsibility for independent diligence and final decisions.

8. Intellectual Property

8.1 Wanderland Technology

Wanderland and its licensors retain all right, title, and interest in the Services, software, models, methods, workflows, documentation, interfaces, designs, trademarks, and related technology (“Wanderland Technology”), including improvements and derivative works. Except for the limited rights expressly granted in the Agreement, no rights are transferred to Customer.

8.2 Feedback

If Customer provides suggestions, ideas, or feedback, Customer grants Wanderland a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate them without restriction or attribution. Feedback does not include Customer Data or Customer Confidential Information.

8.3 Customer Materials

Customer retains ownership of its names, marks, content, and other materials supplied to Wanderland. Customer grants Wanderland a limited right to use those materials solely to provide the Services. Wanderland will not publicly use Customer’s name or logo as a customer reference without consent, unless an Order Form states otherwise.

9. Fees, Billing, and Taxes

9.1 Fees

Customer will pay all fees stated in the Order Form. Unless otherwise stated, fees are in U.S. dollars, billed in advance, non-cancelable, and non-refundable. Purchase orders are for administrative convenience only and do not modify the Agreement.

9.2 Payment

Invoices are due 30 days from the invoice date unless the Order Form states otherwise. Overdue undisputed amounts may accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. After notice, Wanderland may suspend Services if an undisputed amount remains unpaid for 10 days. Customer will reimburse reasonable collection costs for overdue undisputed amounts.

9.3 Taxes

Fees exclude sales, use, value-added, withholding, and similar taxes. Customer is responsible for taxes associated with its purchases, excluding taxes based on Wanderland’s net income. If withholding is required, Customer will provide documentation and, unless prohibited by law, pay amounts necessary so Wanderland receives the invoiced amount.

9.4 Renewal and Price Changes

Unless an Order Form states otherwise, subscriptions automatically renew for successive periods equal to the expiring term unless either party gives notice of non-renewal at least 30 days before the renewal date. Wanderland may change pricing for a renewal term by providing at least 30 days’ notice before renewal.

9.5 Trials and Promotions

Trials, free plans, promotional Credits, and no-charge Services may be limited or discontinued at any time. Unless an Order Form states otherwise, promotional or no-charge Credits expire at the end of the stated promotional period or subscription term and are not refundable or convertible to cash.

10. Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked confidential or reasonably should be understood as confidential. Customer Confidential Information includes Customer Data. Wanderland Confidential Information includes non-public aspects of the Services, security information, product plans, pricing, and technology.

The Receiving Party will: (a) use Confidential Information only to exercise rights and perform obligations under the Agreement; (b) protect it using at least reasonable care; and (c) disclose it only to personnel, contractors, professional advisers, and service providers who need to know it and are bound by protective obligations.

Confidential Information excludes information the Receiving Party can demonstrate: (i) is publicly available without breach; (ii) was lawfully known without restriction before receipt; (iii) is received lawfully from a third party without confidentiality duty; or (iv) is independently developed without use of the Confidential Information.

If disclosure is legally required, the Receiving Party will, where legally permitted, give prompt notice and reasonable assistance at the Disclosing Party’s expense. These obligations continue for three years after disclosure, except for trade secrets, which remain protected while qualifying as trade secrets, and Customer Data retained by Wanderland, which remains protected under the Agreement.

11. Warranties and Disclaimers

Each party represents that it has authority to enter into the Agreement. Wanderland warrants that paid Services will perform in all material respects in accordance with applicable documentation and that Wanderland will not knowingly introduce malicious code. Customer’s exclusive remedy for breach of this warranty is for Wanderland to use commercially reasonable efforts to correct the nonconformity; if Wanderland cannot do so within a reasonable period, Customer may terminate the affected Service and receive a prorated refund of prepaid fees for the unused remainder of that Service’s term.

Customer represents that it has all rights, permissions, and lawful bases necessary for Customer Data and Wanderland’s permitted processing of it.

EXCEPT FOR THE EXPRESS WARRANTIES IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, BETA SERVICES, THIRD-PARTY SERVICES, DATA, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WANDERLAND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WANDERLAND DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, UNIQUE, ACCURATE, COMPLETE, OR SUITABLE FOR CUSTOMER’S INTENDED RESULT.

12. Indemnification

12.1 By Customer

Customer will defend Wanderland and its affiliates, officers, directors, and personnel against any third-party claim arising from: (a) Customer Data; (b) Customer’s or an Authorized User’s unlawful or unauthorized use of the Services; (c) Customer’s breach of Section 5; or (d) a decision or representation made by Customer based on an Output, territory analysis, or other result. Customer will indemnify those parties against damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement.

12.2 By Wanderland

Wanderland will defend Customer against a third-party claim alleging that Customer’s authorized use of the paid Services infringes a U.S. patent, copyright, or trademark, and will indemnify Customer against damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement. Wanderland has no obligation for claims arising from Customer Data, Third-Party Services, Customer modifications, combinations not provided by Wanderland, continued use after notice, or use outside the Agreement.

If such a claim appears likely, Wanderland may modify or replace the affected Service, obtain the right for continued use, or terminate the affected Service and refund prepaid fees for its unused term. This Section states Customer’s exclusive remedy for intellectual-property infringement claims.

12.3 Process

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party sole control of the defense and settlement. A settlement may not admit fault by or impose a non-monetary obligation on the indemnified party without written consent.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, ARISING FROM OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. FOR FREE OR EVALUATION SERVICES, WANDERLAND’S TOTAL LIABILITY WILL NOT EXCEED US$100.

The exclusions and cap do not apply to: (a) Customer’s payment obligations; (b) Customer’s violation of Wanderland’s intellectual-property rights; (c) a party’s indemnification obligations; (d) fraud, gross negligence, or willful misconduct; or (e) liability that cannot lawfully be limited. The parties agree these limitations are an essential allocation of risk.

14. Suspension, Term, and Termination

14.1 Term

The Agreement begins when Customer first accepts it and continues while Customer has an active account, Order Form, or subscription.

14.2 Suspension

Wanderland may suspend affected access if: (a) Customer materially breaches the Agreement; (b) an undisputed payment is overdue; (c) use poses a security risk or may harm the Services or others; (d) use is fraudulent or unlawful; or (e) suspension is required by law. When practicable, Wanderland will limit the suspension, provide notice, and restore access after the issue is resolved.

14.3 Termination for Cause

Either party may terminate the Agreement or an affected Order Form if the other party materially breaches and does not cure within 30 days after written notice. A party may terminate immediately if the breach cannot be cured, the other party ceases business without a successor, or becomes subject to insolvency proceedings not dismissed within 60 days.

14.4 Effect of Termination

Upon expiration or termination, Customer’s access rights end and Customer must stop using the affected Services. Customer remains responsible for accrued fees. If Customer terminates for Wanderland’s uncured material breach, Wanderland will refund prepaid fees for the unused portion of the terminated Services. If Wanderland terminates for Customer’s uncured breach, unpaid committed fees become due to the extent permitted by law.

Sections that by their nature should survive will survive, including payment, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, dispute resolution, and miscellaneous terms.

15. Governing Law and Dispute Resolution

15.1 Governing Law

Delaware law governs the Agreement, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal Resolution

Before commencing arbitration, a party will send written notice describing the dispute and requested relief. The parties will attempt in good faith to resolve the dispute for 30 days after receipt.

15.3 Binding Arbitration

Except for the exclusions below, unresolved disputes will be finally resolved by confidential, binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures before one arbitrator experienced in commercial software disputes. The arbitration will take place in Atlanta, Georgia, unless the parties agree otherwise, and will be conducted in English. Judgment on the award may be entered in any court with jurisdiction.

Either party may bring an eligible individual claim in small claims court or seek injunctive or equitable relief in court to protect intellectual property, confidential information, or system security. Nothing prevents either party from reporting a matter to a government authority.

15.4 Class and Jury Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES TRIAL BY JURY AND AGREES THAT CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If the class waiver is unenforceable for a claim, that claim will proceed in court and not arbitration.

15.5 Arbitration Opt-Out

A new Customer may opt out of Sections 15.3 and 15.4 by sending written notice to legal@wanderland.earth within 30 days after first accepting these Terms. The notice must identify Customer, the account email, and an unequivocal decision to opt out.

15.6 Court Venue

For disputes not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in New Castle County, Delaware, except that either party may seek emergency equitable relief in any court of competent jurisdiction.

16. Miscellaneous

16.1 Assignment

Neither party may assign the Agreement without the other party’s prior written consent, except that either party may assign it without consent to an affiliate or in connection with a merger, reorganization, acquisition, or sale of all or substantially all assets relating to the Agreement. Any other attempted assignment is void.

16.2 Publicity

Wanderland may not use Customer’s name or logo in public customer lists, case studies, or marketing materials without Customer’s consent, unless an Order Form expressly grants that right.

16.3 Notices

Wanderland may send operational notices by email, in-product message, or Customer’s account. Formal legal notices to Wanderland must be sent to legal@wanderland.earth and, if requested in an Order Form, to the mailing address stated there. Formal notices to Customer may be sent to the billing or administrative contact in Customer’s account. Email notices are deemed received on the next business day after sending.

16.4 Export and Sanctions Compliance

Each party will comply with applicable export-control and sanctions laws. Customer will not permit access to the Services by a prohibited person or from a prohibited jurisdiction, or use the Services for a prohibited end use.

16.5 Government Users

The Services are commercial products developed at private expense. Government users receive only the rights granted under the Agreement and applicable procurement law.

16.6 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations. The affected party will use reasonable efforts to mitigate the effect.

16.7 Relationship; Third-Party Beneficiaries

The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary, employment, or franchise relationship. There are no third-party beneficiaries except the parties entitled to indemnification under Section 12.

16.8 Waiver; Severability

A waiver must be in writing and applies only to the specific instance stated. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain effective.

16.9 Entire Agreement

The Agreement is the complete agreement regarding the Services and supersedes prior or contemporaneous agreements and communications on that subject. Customer purchase-order terms do not apply. Headings are for convenience only. Electronic signatures and electronic acceptance are effective.

17. Contact

Questions about these Terms may be sent to legal@wanderland.earth. General support requests should be submitted through the support channel identified in the Services or applicable Order Form.