PARTNER PROGRAM
TERMS AND CONDITIONS

Published and effective as of April 19, 2024. These terms and conditions replace and supersede all prior versions.
Version 2024.1

OVERVIEW

DEFINITIONS

GENERAL PARTNER TERMS AND CONDITIONS

PLATFORM PARTNER SUPPLEMENTAL TERMS AND CONDITIONS

REFERRAL PARTNER SUPPLEMENTAL TERMS AND CONDITIONS

RESELLER AND VALUE ADDED RESELLER SUPPLEMENTAL TERMS AND CONDITIONS

SUPPLEMENTAL TERMS AND CONDITIONS FOR USG END USERS

OVERVIEW

To participate in Planet’s Partner Program (the “Partner Program”), prospective partners must apply and be accepted by Planet. Upon acceptance into the Partner Program, you or your organization (“Partner”) shall sign a final summary of the applicable business framework (the “Business Summary”) which will include relevant information regarding Partner’s participation in the Partner Program, such as Partner Type and Partner Territory. Upon execution of the Business Summary, (i) the following General Partner Terms and Conditions, along with any applicable Supplemental Terms and Conditions, will govern the partner relationship between Partner and Planet, including Partner’s rights and obligations and (ii) Partner (unless only acting as a Referral Partner) will obtain access to the Partner Portal. Please reference the business terms section of the Partner Portal (which will be updated from time to time to indicate your then-current Partner Type) in order to determine which of the corresponding Supplemental Terms and Conditions below apply. Partner and Planet may be referred to individually as “Party” and collectively as “Parties”.

The Partner Program includes the following Partner Types:

1. Platform Partners - Partners who are authorized to create and distribute Derivative Products via a one-to-many model through their own platform, software, tool or application, pursuant to this Partner Agreement.

2. Referral Partners - Partners who do not distribute any Planet Products or Derivative Products, but rather refer customers to Planet by registering potential leads pursuant to this Partner Agreement.

3. Reseller Partners - Partners who are authorized to distribute Planet Products to named third parties pursuant to the terms of this Partner Agreement and a separate Order Schedule entered into between Partner and Planet.

4. Value Added Resellers - Reseller Partners who, in addition to distributing Planet Products, have the additional right to create and distribute Derivative Products to named third parties who have requested such Derivative Products from Partner, and pursuant to the terms of this Partner Agreement and a separate Order Schedule entered into between Partner and Planet.

DEFINITIONS

Any capitalized term not otherwise defined herein shall have the meaning set forth in Planet’s General Definitions at https://www.planet.com/licensing-information/. In the event of any conflict, the definitions in this Partner Agreement shall control.

Affiliate(s) means an entity controlling, controlled by, or under common control of an entity where “control” means ownership of at least fifty percent (50%) of the equity or beneficial interest of such entity.

Content means data generated from satellite imagery made available to Partner or its End User/Licensee(s) pursuant to the terms of an Order Schedule. “Content” does not include Third Party Content.

Customer means the legal entity (or natural person) entering into a binding agreement with Partner for the purchase of Products.

Demo Data means the sample data and analytics made available to Partner by Planet for Partner’s non-production use as set forth below.

Effective Date means the date Partner executed the Business Summary confirming acceptance into the Partner Program. In the event Partner executes more than one Business Summary for different Partner Types, each Business Summary shall be deemed to have its own Effective Date.

End User/Licensee means a Customer acquiring rights to Products under an applicable Order Schedule signed by Partner.

License Fees means the amounts as defined in either the Order Schedule or the Referral Order Agreement, as applicable, which will reflect the applicable Partner Discounts, Price Discounts, and Price Uplifts, if any.

List Price means the price for a Product before the application of any Price Discount or Price Uplift.

Marks means all trademarks, service marks, trade names, logos, internet domain names, or other words or symbols identifying Planet or its affiliates, its Products, business, or licensors.

Master Content License Agreement or MCLA means, collectively, the license agreement published at https://www.planet.com/licensing-information/ (or successor URL).

Order Schedule means a license agreement executed between Partner and Planet during the Term that identifies the Customer as the End User/Licensee and that sets forth the Products and includes the Master Content License Agreement and applicable Product Specific Terms of Service.

Partner Agreement means the General Partner Terms and Conditions in addition to any applicable Supplemental Partner Type terms and conditions below.

Partner Discount means the percentage of the List Price reduced based upon Partner’s Partner Tier.

Partner Platform means the application owned or operated by Partner through which Partner distributes Derivative Products to End Users/Licensees.

Partner Portal means the web based graphical user interface provided to approved Partners that includes information and materials for Partner use.

Partner Price List means the document made available through the Partner Portal that itemizes the Products and List Prices.

Partner Territor(ies) means the geographic location in which Partner is authorized to distribute Planet Products, or Derivative Products, as applicable based on Partner Type.

Partner Tier means the level at which Planet and Partner desire to engage with each other under this Partner Agreement and the benefits, rights, and obligations of each party that correspond to that level of engagement. The levels of engagement available to Partner are set forth in the Partner Business Terms section of the Partner Portal, which is incorporated herein by reference. Planet and Partner will determine the applicable Partner Tier from time to time during the Term.

Partner Type(s) means the category listed in the Partner Business Terms section of the Partner Portal, which may change from time to time.

Planet means Planet Labs PBC, a Delaware public benefit corporation, with its offices at 645 Harrison Street, 4th Floor, San Francisco, CA 94107, and its Affiliates.

Planet Platform means the application programming interface and graphical user interface owned or operated by Planet that is made available to Partner or its End User/Licensee(s) under an Order Schedule, which enables users to access Content, and which Platform includes tools such as searching, viewing, and downloading Content and Third Party Content.

Price Discount means reduced price based on the List Price after any special markdown that Planet may extend to Partner for the purchase of Products.

Price Uplift means the increase in the List Price by a certain percent as agreed in writing between the Parties.

Product(s) means the products and services, including professional services, listed in the Partner Price List.

Product Specific Terms of Service means the applicable terms that govern specific Products as specified on the applicable Order Schedule and which can be found at https://www.planet.com/licensing-information/(or successor URL).

Referral Net License Fees means License Fees actually received by Planet under a Referral Order Agreement, after deduction, where applicable, for (a) fees attributable to any third-party product or service bundled, incorporated, or otherwise distributed in connection with the Products, (b) the value of any free periods of access included with the price for the Products, (c) refunds due on Product returns or warranty claims, and (d) sales, use, or similar taxes.

Referral Order Agreement means the signed Product license agreement that Planet enters into with a Registered Lead registered by Referral Partner.

Registered Lead means a prospective Customer referred to Planet by Partner during the Term, which has been registered by Partner through the Partner Portal (https://partner.planet.com/s/deal-registrations), and which Planet has accepted in accordance with the terms of this Partner Agreement.

Representative(s) means a party’s shareholders, partners, officers, directors, employees, agents, and anyone acting on its behalf.

Sales Targets means revenue targets identified in the Partner Business Terms section of the Partner Portal.

Third Party Content means the data of certain third parties which Planet may make available to Partner or its End User/Licensee(s).

GENERAL PARTNER TERMS AND  CONDITIONS

1. Partner Obligations

1. Appointment. Subject to all of the terms and conditions of this Partner Agreement, Planet appoints Partner and Partner agrees to act for Planet as its non-exclusive authorized Partner in the Partner Territory. Partner will have no right, power, or authority to bind or obligate Planet in any manner whatsoever, or to affix the Partner’s name or signature on behalf of Planet unless expressly authorized to do so in writing by Planet.
2. Ethics and Code of Conduct. Partner acknowledges receipt of, and will ensure each Customer receives, Planet’s Statement of Ethical Principles (https://www.planet.com/ethics/ or successor URL). Without limiting Partner’s obligation to comply with applicable international law, Planet may suspend or terminate Partner’s, or Customers’, access to the Products if Planet has a reason to believe that Partner or Customer(s) have used the Products for the intentional targeting of civilians or in connection with the indiscriminate use of weapons. In addition, Partner hereby agrees to comply with Planet’s Supplier and Business Partner Code of Conduct, located at:
   https://assets.planet.com/docs/Supplier_and_Business_Partner_Code_of_Conduct_(2022.1).pdf
3. Business Plan. Planet and Partner will meet on an agreed-upon cadence to discuss Partner’s business plan and status in the Partner Program.
4. Training and Certification. Partner shall ensure its personnel complete any certifications or trainings as reasonably requested by Planet or as may be required to take as a prerequisite to promoting certain Products.

2. License Restrictions.

1. Partner Use. Other than as expressly set forth herein, this Partner Agreement does not grant Partner any right to use the Products for its own purposes separate from any rights granted herein in connection with its role as a Planet Partner. If Partner wants to use the Products for its own purposes, Partner must enter into a separate license agreement directly with Planet. Partner must enter into a written agreement directly with any applicable End User/Licensee prior to providing additional services, if any, for any End User/Licensee using the Products.
2. Reservation. Planet owns all right, title and interest in and to the Marks and the Products, and all patents, trade secrets, copyrights and other intellectual property rights pertaining thereto. Partner will keep the Marks and Products free and clear of all claims, liens and encumbrances. All rights not expressly granted in this Agreement are reserved by Planet. Without limiting the foregoing, Partner acknowledges that each Product constitutes a valuable trade secret of Planet and its suppliers. Accordingly, except where otherwise authorized by Planet, Partner agrees not to (a) modify, adapt, alter, translate, or create derivative works from any Product; (b) merge any Product with other products; (c) distribute, sublicense, lease, rent, loan, or otherwise transfer any Product; or (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for any Product. Partner must not remove, alter, or obscure in any way all proprietary rights notices (including copyright notices) of Planet or its suppliers on or within the copies of the Products or any documentation furnished by Planet to Partner.

3. Trademarks.

1. Ownership. The Marks are property of Planet or its licensors. Except as otherwise expressly granted under this Partner Agreement, Partner does not acquire any rights in the Marks. Partner will not register or apply for registration or other protection of any trademark, service mark, trade name, logo, internet domain name, company name, or other proprietary or commercial right that is identical or confusingly similar to the Marks or any translation of them. Partner shall not obtain any rights of ownership in the Marks by their use. All goodwill arising from Partner’s use of the Marks will inure to the benefit of Planet.
2. Right to Use Planet’s Marks. Planet hereby grants Partner a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Marks only for marketing and resale of the Products. Partner’s use of the Marks must conform to Planet’s then-current trademark usage and branding guidelines located at https://hello.planet.com/data/s/29S8AAFHxNfJSyB (or successor URL), as made available by Planet to Partner from time to time. Partner may not market any products using the Marks other than the Products. All advertisements and promotional materials for the Products will clearly identify Planet. Upon Planet’s request to view any advertisement or promotional materials containing a Mark, Partner will provide a sample of that promotional material to Planet. Partner will promptly inform Planet of any actual, threatened, or suspected infringement of the Marks and give assistance as Planet reasonably requests in protecting such Marks or goodwill. Partner will stop using all Marks upon the expiration or termination of this Partner Agreement, and at Planet’s option will return to Planet or destroy all promotional documentation containing Marks.
3. Press Releases and other Co-Promotions. Neither Party will issue a press, media, or other information release with respect to this Partner Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, Planet shall have the right, but not the obligation, to identify Partner in its promotional and informational materials, including using Partner’s name, logos, and other insignia.

4. Confidentiality.

1. Confidential Information.“Confidential Information” means all information disclosed by one Party (“Discloser”) to the other Party (“Receiving Party”) (in writing, orally or in any other form) that is clearly and prominently labeled as “Confidential”, at or before the time of disclosure, or is provided under circumstances reasonably indicating that the information is confidential, including without limitation: trade secrets, customer lists, business plans, technical data, product ideas, personnel, contract (including the terms of this Partner Agreement), and financial information. Confidential Information does not include information or material that (a) is now, or hereafter becomes, through no act or failure to act on the part of the Receiving Party, generally known or available to the public; (b) is or was rightfully known by the Receiving Party at or before the time such information or material was received from the Discloser, as evidenced by the Receiving Party’s tangible (including written or electronic) records; (c) is furnished to the Receiving Party by a third party that is not under an obligation of confidentiality to the Discloser with respect to such information or material; or (d) is independently developed by the Receiving Party without any breach of this Partner Agreement, as evidenced by the Receiving Party’s contemporaneous tangible (including written or electronic) records.
2. Confidentiality Obligations. The Receiving Party will take all reasonable measures to protect the confidentiality of the Discloser’s Confidential Information in a manner that is at least protective as the measures it uses to maintain the confidentiality of its own Confidential Information of similar importance, but in no case using less than a reasonable standard of care. Receiving Party will hold Confidential Information in strict confidence and will not disclose, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of such information, or give or disclose such information to third parties, or use such information for any purpose whatsoever other than as necessary in order to fulfill its obligations or exercise its rights under this Partner Agreement. Notwithstanding the foregoing, Receiving Party may disclose the Discloser’s Confidential Information: (a) to employees, consultants, officers, directors, auditors, accountants, attorneys, advisors, and agents (including those of its affiliates), as well as End Users/Licensees (collectively, “Recipients”) that have a need to know such information, provided that Receiving Party will require that each such Recipient not otherwise bound by confidentiality obligations to sign a written nondisclosure agreement consistent with the confidentiality and nondisclosure provisions herein; and (b) to the extent Receiving Party is legally compelled to disclose such Confidential Information; provided that if Receiving Party is legally able to do so, Receiving Party will give reasonable advance notice of such compelled disclosure to the Discloser and will cooperate with the Discloser (at the Discloser’s expense) in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Confidential Information. Each party’s obligations under this Section 4 will last for the Term of this Partner Agreement and for a period of five (5) years thereafter. For the avoidance of doubt, notwithstanding anything to the contrary stated herein, the Product is subject to the license terms set forth in the applicable Supplemental Terms and Conditions below, and the restrictions on disclosure and use contained therein are not subject to expiration or termination pursuant to this Section 4.
3. Return of Confidential Information. The Receiving Party will promptly return all Confidential Information to the Discloser after any expiration or termination of this Partner Agreement, or upon receipt by the Receiving Party of written notice from the Discloser requesting return of such Confidential Information.
4. Injunctive Relief. Any breach of the restrictions contained in this Section 4 is a breach of this Partner Agreement which may cause irreparable harm to the Discloser. Any such breach will entitle the Discloser to injunctive relief, in addition to all legal remedies.

5. Compliance.

1. Partner agrees to conduct its business in a manner that reflects favorably at all times on the Products and the good name, goodwill and reputation of Planet, and will not engage in any deceptive, misleading or unethical practices detrimental to Planet.
2. Partner will obtain such authorizations, licenses, permits, and other governmental or regulatory agency approvals as are required for the performance of this Partner Agreement by Partner and/or Partner’s employees and agents, if any, and Planet will incur no liability arising from Partner’s possession, or lack of possession, of such requisite governmental authorizations and approvals.
3. Partner will, and will ensure that its Representatives will, comply with all laws, rules, and regulations in connection with its performance under this Partner Agreement, including but not limited to with respect to the disposition of the Products. Such regulations include, without limitation, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act of 2010, and other anti-bribery and anti-corruption laws and regulations (collectively, “Anti-Bribery Laws”), economic sanctions, and export controls administered by the U.S. Department of the Treasury, the U.S. Department of Commerce, the U.S. Department of State, and other governments and governmental entities (together with Anti-Bribery Laws, collectively, “Trade Control Laws”). Without limiting the foregoing, Partner shall ensure that neither the Products nor any part or derivation thereof is: (i) provided to or the subject of any transaction or dealing, directly or indirectly, with or related to an Sanctioned Jurisdiction or Restricted Party (as such terms are defined below), except as licensed or otherwise authorized under Trade Control Laws; (ii) exported, reexported, transferred, re-transferred or otherwise shipped, directly or indirectly, in violation of any applicable Trade Control Laws; or (iii) used for nuclear end-uses, rocket systems, unmanned air vehicles, chemical or biological weapons, maritime nuclear propulsion, weapons of mass destruction, or other restricted end-uses except as licensed or otherwise authorized under applicable Trade Control Laws. “Sanctioned Jurisdiction” means a country, region, territory, or government with respect to which the U.S. government imposes economic sanctions (e.g., Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan, Syria, and Venezuela). “Restricted Party” means an individual or entity included on any of the restricted party lists maintained by the U.S. Government (e.g., Specially Designated Nationals List, Foreign Sanctions Evader List, Sectoral Sanctions Identification List, Denied Persons List, Unverified List, Entity List, or List of Statutorily Debarred Parties).
4. Partner will maintain adequate internal controls to ensure the proper authorization, recording, and reporting of all transactions hereunder, and to provide reasonable assurances that violations of applicable anti-bribery legislation will be prevented, detected, and deterred. Partner agrees to maintain such truthful and accurate records for the longer of the statutorily required period or six (6) years from the date of the relevant transaction to enable Planet to reasonably review all related records.
5. Partner has been provided copies of, understands, and will comply and ensure its Representatives’ compliance with Planet’s anti-bribery and anti-corruption policies. Partner will maintain, and will cause its Representatives to maintain, accurate and detailed books and records, permit Planet to review and inspect such books and records upon Planet’s request, and fully cooperate in any such audit Planet may conduct.
6. If so requested by Planet, Partner will participate in anti-bribery compliance training or provide a certification, in a form reasonably satisfactory to Planet, signed by a legal representative of Partner, certifying that Partner and its Representatives are in compliance with this Section 5 (Compliance) and Section 6.1 of these General Partner Terms and Conditions (Warranties and Disclaimers).

6. Warranties and Disclaimer.

1. Partner represents and warrants that:

1. It has the full right and authority to enter into this Partner Agreement;
2. this Partner Agreement will be binding on and enforceable against Partner in accordance with its terms;
3. Partner and its Representatives are in compliance with all applicable Anti-Bribery Laws;
4. in the performance of this Partner Agreement and in connection with its solicitations relating to license of the Product, neither Partner nor any of its Representatives has offered, given, or promised, and will not in the future offer, give, or promise, directly or indirectly, anything of value to: (i) any government official, including officials of government-owned or controlled enterprises and of public international organizations, any political party or official thereof, any candidate for public or political office, any royal or ruling family member, or any director, officer, employee, agent, or representative thereof (herein, a “Foreign Official”); or (ii) any other person or entity while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given, or promised, directly or indirectly, to any Foreign Official or other person or entity, for the purpose of (x) influencing any action or decision of any Foreign Official or other person or entity in his or her official capacity, including a decision to do or fail to do any act in violation of his or her lawful duty or proper performance of functions; (y) inducing any Foreign Official or other person or entity to use his or her influence with any other Foreign Official or other person or entity to affect or influence any act or decision; or (z) obtaining or retaining business or securing any improper advantage (an “Improper Purpose”);
5. neither Partner nor any of its Representatives: (i) is a Foreign Official or employs any Foreign Official or a Foreign Official’s spouse, family member, or household member (each, a “Close Family Member”) or (ii) has a personal, business, or other relationship or association with any Foreign Official or Close Family Member who may have responsibility for or oversight of any business activities of Partner;
6. neither Partner nor any of its Representatives is or has been the subject of any investigation, inquiry, or enforcement proceeding by any court, governmental, administrative, or regulatory body, or customer regarding any violation or alleged violation of any Trade Control Law; and
7. Partner will immediately notify Planet in writing if any of the statements made in this Section 6.1 become inaccurate or incomplete at any time and promptly report to Planet in writing any request or demand for any payment or other advantage described above.

1. PLANET SUPPLIES ALL PRODUCTS “AS IS” AND DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARISING BY LAW, CUSTOM, EARLIER ORAL OR WRITTEN STATEMENTS BY PLANET (INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT). PLANET DOES NOT WARRANT THAT THE PRODUCTS WILL MEET ANY OF THE PARTNER’S OR ANY OF THE PARTNER'S CUSTOMER’S REQUIREMENTS.

7. Indemnification.

1. By Planet. Planet will indemnify Partner against, or settle, any legal action brought by a third party to the extent it is based on an allegation that the Product, as used by Partner under this Partner Agreement, infringes upon a third party’s copyrights and pay any damages (including reasonable attorneys’ fees) finally awarded against Partner by a court of competent jurisdiction based on that action (or pay any settlement of such action), if the Product has not been modified after its delivery to Partner. This Section 7.1 states all of Planet’s obligations and liabilities and Partner’s exclusive remedies for any claim of intellectual property infringement relating to Products licensed under this Partner Agreement.
2. By Partner. Partner will indemnify Planet against all costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with a claim, suit, action, or proceeding (a “Claim”) brought by any third party against Planet to the extent that Claim arises out of or results from Partner’s violation of this Partner Agreement.
3. Procedures. The party tendering the claim for indemnification (the ”Indemnified Party”) shall (i) provide the party having the indemnification obligation (the “Indemnifying Party”) prompt written notice upon becoming aware of any such action; (ii) provide the Indemnifying Party all reasonably requested assistance in the defense and settlement of the claim; (iii) not enter into any settlement or compromise of the action without the Indemnifying party’s prior written consent; and (iv) allow the Indemnifying party to have sole and exclusive control over the defense against and settlement of any such action.

8. Term and Termination.

1. Term. Unless otherwise terminated as provided in this Partner Agreement, this Partner Agreement will remain in effect for one (1) year after the Effective Date (the “Initial Term”) and will automatically renew for successive one (1) year periods (each, a “Renewal Term”) on each anniversary of the Effective Date unless a party gives notice of non-renewal at least ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term, as applicable. The Initial Term and Renewal Terms are collectively referred to herein as the “Term.”
2. Termination. This Partner Agreement may be terminated by Planet immediately upon the occurrence of any of the following events and effective upon delivery of notice: (i) if the Partner ceases to do business, or otherwise terminates the Partner’s business operations; (ii) if the Partner fails to secure or renew any license, permit, authorization or approval for the conduct of the Partner’s business, or if any such license, permit, authorization or approval is revoked or suspended; or (iii) if the Partner seeks protection under any bankruptcy, receivership, trustee, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the Partner and not dismissed within (60) days after filing. In addition, Planet may terminate this Partner Agreement at any time, without cause, by giving the other party thirty (30) days’ written notice.
3. Termination for Breach. Planet will have the right to terminate this Partner Agreement upon thirty (30) days prior notice to Partner if Partner breaches any of its duties or obligations under this Partner Agreement and does not cure the breach within such thirty (30) day period. If Planet reasonably determines that there is credible evidence that Partner or any of its Representatives has breached Sections 1.2 (Ethics and Code of Conduct), 5 (Compliance) or 6.1 (Warranties and Disclaimer) of these General Partner Terms and Conditions, Planet shall have the right to suspend all payments due under this Partner Agreement while it investigates. Upon request by Planet, Partner shall cooperate with Planet to determine if such a violation has occurred. If Planet determines reasonably and in good faith that there has been such a breach, it shall have the right to terminate this Partner Agreement with immediate effect and without payment due of any kind except for services lawfully and properly rendered under the Agreement.
4. Exercise of Rights. The failure of Planet to exercise its rights of termination upon the accrual of any cause for termination under this Partner Agreement will not operate to create a waiver or estoppel to the exercise of such rights at a later date upon continued or further default.
5. Survival. The Definitions above, in addition to the following sections of these General Terms and Conditions as well as any Survival terms of the applicable Supplemental Terms and Conditions, will survive expiration or termination of this Partner Agreement: Sections 2 (License Restrictions); 3 (Trademarks); 4 (Confidentiality); 6 (Warranties and Disclaimer); 7 (Indemnification); 8.4 (Exercise of Rights); 8.5 (Survival); and 9 (General Provisions).

9. General Provisions.

1. Costs and Expenses. Each Party agrees that it shall be solely responsible for any and all costs and expenses that it may incur in the performance of its activities hereunder, including, but not limited to, rent, light, heat, telephone, facsimile, telegraph, postage, stationery, office supplies, salaries of all its employees, travel and entertainment expenses, and Planet shall have no responsibility or liability, therefore.
2. Feedback. Partner will inform Planet of any problems encountered with the Products and any solutions found for those problems and will communicate promptly to Planet any and all modifications, design changes, or improvements to the Products suggested by any of Partner’s customer, employee, or agents. Partner further agrees that Planet will acquire any and all right and interest in any suggested modifications, design changes, or improvements of the Products without the payment of any consideration for such either to Partner, Partner’s employees or agents, or to any customer, and that such information will be considered Planet’s Confidential Information. Partner further agrees to indemnify and hold Planet harmless from any and all claims, liability, damages, or expense (including court costs and attorneys’ fees) arising from or related to any misrepresentation made by Partner (or by Partner’s employees or agents) to any person (including any employee or agent of the Partner or any customer) in connection with any possible payment or other possible consideration by Planet in exchange for any such suggested modifications, design changes, or improvements of the Products.
3. Updates to Offerings. Planet reserves the right to modify, update, or discontinue its products (including any portions or features) at any time, without liability. Planet will use reasonable efforts to notify Partner of the modification, update, or discontinuation. If Planet discontinues a product in its entirety, Planet may, at its discretion, provide Partner with a pro rata refund for any prepaid but unused fees for that Product.
4. Limitations on Planet’s Operations. From time to time, Planet may be compelled by governmental licensing authorities to provide access to the Products to regulators or others as may be required for compliance purposes. In addition, Planet may be required to cease or limit its operations, including the collection or distribution of Content in certain areas for certain periods of time. Planet’s limitation on operations for the reasons set forth in this Section 9.4 shall not be considered a failure or breach of this Partner Agreement.
5. Assignment. All the terms and provisions of this Partner Agreement will be binding upon and inure to the benefit of the Parties to this Partner Agreement and to their respective heirs, successors, and assigns. Partner may not, in whole or in part, assign or delegate any rights, duties or obligations under this Partner Agreement, whether by merger, change of control, sale of stock or assets, or otherwise, except with Planet’s prior written consent (which shall not be unreasonably withheld or delayed. Any assignment in violation of the foregoing will be null and void.
6. Governing Law; Venue. This Agreement shall be governed by and subject to the venue and jurisdiction set forth below based on the Planet entity identified in the Business Summary, if applicable, or the Order Schedule (or other ordering instrument). The Parties hereby agree that all disputes arising out of this Partner Agreement will be subject to the exclusive jurisdiction and venue and courts, and Partner hereby consents to the personal and exclusive jurisdiction and venue of the courts set forth below:

   Planet Entity	Description	Venue and Jurisdiction
   Planet Labs PBC or Planet Labs Federal, Inc.	The laws of the State of California, without giving effect to any of its conflict of laws principles that would cause the laws of another jurisdiction to apply.	All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue in the state courts located in San Francisco County, California or the federal courts of the Northern District of California. Partner hereby consents to the personal and exclusive jurisdiction and venue of these courts.
   Planet Labs Germany GmbH	The laws of Germany	All disputes arising out of or in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS) without recourse to the ordinary courts of law. The place of arbitration is Berlin. The arbitral tribunal shall be composed of three (3) arbitrators. The language of the arbitral proceedings is English.
   Planet Labs Geomatics Corp.	The laws of the Province of Alberta, without giving effect to any of its conflict of laws principles that would cause the laws of another jurisdiction to apply.	All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue in the courts of the Province of Alberta. Partner hereby consents to the personal and exclusive jurisdiction and venue of these courts.

7. Severability. If any provision of this Partner Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remainder of the Agreement will continue in full force and effect.
8. Waiver. The waiver of any particular breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.
9. Notices. All notices permitted or required under this Partner Agreement will be in writing and will be delivered in person or mailed by first class, registered or certified mail, postage prepaid, to Partner's address identified within the Partner Portal, and to Planet at 645 Harrison Street, 4th Floor San Francisco, CA 94107 or such other address as either party may specify in writing. Such notice will be deemed to have been given upon receipt.
10. Force Majeure. Neither party will be responsible for any failure to perform its obligations (other than payment obligations) under this Partner Agreement due to reasons beyond its reasonable control, including acts of God, war, riot, embargoes, regulatory changes, acts of civil or military authorities, fire, floods, or accidents.
11. Independent Contractors. The Parties to this Partner Agreement expressly understand and agree that the Partner is an independent contractor in the performance of each and every part of this Partner Agreement and is solely and personally responsible for all of the Partner’s employees and agents, if any, and the Partner’s labor costs and expenses arising in connection with them and for any and all claims, liabilities, damages and debts of any type whatsoever that may arise on account of the Partner’s activities, or those of the Partner’s employees or agents, in the performance of this Partner Agreement. Planet is in no manner associated or otherwise connected with the actual performance of this Partner Agreement on the part of the Partner, nor with the Partner’s employment of other persons or incurring of other expenses. Except as expressly provided in this Partner Agreement, Planet will have no right to exercise any control over the activities or operations of the Partner.
12. Construction. The headings of the sections of this Partner Agreement are intended for convenience of reference only and will not affect the meaning or interpretation of this Partner Agreement. When used in this Partner Agreement, “including” means “including without limitation” and “discretion” means “sole discretion.” Planet licenses Products rather than transferring title. Therefore, the terms "sell," "selling," "sale," “sold,” “resale,” “resell,” and “resold” are used within the context of transferring rights of use under a license and not a transfer of ownership.
13. Entire Agreement. Upon Partner’s execution of the Business Summary, t his Partner Agreement shall be deemed the entire agreement between Planet and Partner relating to its subject matter for the Partner Types defined above, and all terms herein supersede all prior or contemporaneous agreements or understandings. This Partner Agreement shall not be modified except by a subsequently dated written amendment signed on behalf of Planet and Partner by their duly authorized representatives. The terms and conditions of this Partner Agreement shall apply to all orders, including Order Schedules executed pursuant to this Partner Agreement, invoices, acknowledgements and any other similar documents signed by both parties and supersede any different or additional terms on any such documents. Notwithstanding the foregoing, in the event of any discrepancy between this Partner Agreement and an Order Schedule executed hereunder, the terms of such Order Schedule shall apply as to that Order Schedule only.

PLATFORM PARTNER SUPPLEMENTAL TERMS AND  CONDITIONS

1. Platform Partner. Partner agrees to act for Planet as its non-exclusive authorized Platform Partner with the right to distribute Derivative Products to end users via Partner’s branded Partner Platform. Partner will promote, market, distribute Derivative Products solely as authorized herein and only on Partner’s own account, and Planet will support co-marketing efforts as described herein.

2. Licenses.

1. Order Schedule. Platform Partners shall have the right to order Products directly from Planet for the purposes of creating Derivative Products for distribution to third parties in a one-to-many model. Partner’s use of the Products shall be governed by the terms of the applicable Order Schedule.
2. Demo Data. Subject to the terms of the MCLA and any applicable Product Specific Terms of Service, a limited, revocable, non-transferable, non-exclusive, non-sublicensable license to use the Demo Data solely for (i) Partner’s internal, Noncommercial, testing, research and development purposes, including to determine the potential of the Products for the enhancement of Partner’s Derivative Product(s); and (ii) for demonstration, marketing, and promotional purposes related to Partner’s Derivative Product(s). For the purposes of clarification, to the extent Partner uses Demo Data to train any AI/ML models, any use of those models in commercial context, or otherwise made available to third parties, shall be subject to a separate agreement to be entered into by the Parties.
3. Minimum End User Requirements. Before Partner provides any End User/Licensee with access to the Derivative Products, Partner shall enter into a enforceable agreement with such End User/Licensee (a “Conforming EULA”), which must be at least as protective of Planet’s rights, including intellectual property rights, as the following:

1. Title and Ownership. Title and ownership of the Content used to create the Derivative Products remains with Planet, and all goodwill related to use of Planet’s trademarks will inure to Planet.
2. End User License. Partner may not grant any license to End User/Licensee broader than a non-exclusive, non-transferable, revocable license to:

1. (i) use, access and view Derivative Products; (ii) download, reproduce, store, display and print Derivative Products; and (iii) create derivative works from the Derivative Products all solely for End User/Licensee’s own internal Noncommercial business purposes; and
2. make the Derivative Products available to consultants/contractors, but subject to a written agreement which: (i) permits use solely for the benefit of End User/Licensee; (ii) prohibits the right to sublicense or otherwise transfer to a third party; and (iii) requires destruction of all materials upon completion or earlier termination of the project; and
3. display the Derivative Products on an Internet site at full resolution for non-commercial purposes in a non-downloadable, non-interactive fashion that does not allow a third party to access the Products as standalone file(s) and with the following notice conspicuously displayed: “Includes material © (Year) Planet. All rights reserved.”

1. End User/Licensee License Restrictions. Except as outlined in Section 2.3.2 above, the End User/Licensee must agree not to:

1. extract or otherwise access the underlying Content or Products from the Derivative Products;
2. alter, remove, or obscure any proprietary notices, watermarks or legends included or embedded in Derivative Products;
3. use Derivative Products in violation of applicable laws or regulations;
4. adapt, alter, publicly display, publicly perform, translate, create derivative works of or otherwise modify Derivative Products, except as expressly authorized under this Partner Agreement;
5. sublicense, sell, lease, rent loan, transfer, assign or distribute Derivative Products to any third party;
6. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code from the Derivative Products;
7. remove, bypass, or circumvent any electronic or other form of protection included in the Derivative Products;
8. allow third parties to access or use the Derivative Products, including without limitation, in any application service End User/Licensee environment, service bureau, or time-sharing arrangements;
9. use any aspect of the Derivative Products as training or validation of any machine-learning model designed to replicate the Derivative Products.
10. provide a white-labeled or rebranded application, or other substantially similar technical solution that utilizes a Derivative Product to a third party; or
11. use the Derivative Products for any purpose not expressly permitted under this Partner Agreement.

1. Ethics Requirements. End User/Licensee's access to the Products may be suspended if there is a reason to believe that End User/Licensee has used the Derivative Products for the intentional targeting of civilians or in connection with the indiscriminate use of weapons.
2. Warranties. All express and implied warranties regarding the Products by Planet and its suppliers to End User/Licensee are disclaimed, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-interference and non-infringement.
3. Liabilities. All liabilities (direct and indirect) are disclaimed on behalf of Planet as to the End User/Licensee.
4. Third Party Beneficiaries. Planet is expressly named as an intended third party beneficiary of the Conforming EULA, with the right to enforce its terms directly against the End User/Licensee.
5. Compliance. End User/Licensee shall comply fully with all laws and regulations, to the extent applicable to End User/Licensee or the Content as embodied in the Derivative Products. Such regulations may include, without limitation, the Anti-Bribery Laws (as defined in Section 3 below) and Trade Control Laws (as defined in the General Partner Terms and Conditions). Without limiting the foregoing, End User/Licensee shall ensure that neither the Derivative Products nor any part or derivation thereof is: (a) provided to or the subject of any transaction or dealing, directly or indirectly, with or related to a Sanctioned Jurisdiction or Restricted Party (as such terms are defined in the General Partner Terms and Conditions), except as prior licensed or otherwise authorized under Trade Control Laws; (b) exported, reexported, transferred, re-transferred or otherwise shipped, directly or indirectly, in violation of any applicable Trade Control Laws; or (c) used for nuclear end-uses, rocket systems, unmanned air vehicles, chemical or biological weapons, maritime nuclear propulsion, weapons of mass destruction, or other restricted end-uses except as licensed or otherwise authorized under applicable Trade Control Laws.

3. Partner Business Obligations.

1. Co-Marketing. During the Term, either Party may have the opportunity to facilitate the sale of the other Party’s products and services to its existing and potential Customers in the Partner Territory set forth in the Partner Portal. To the extent resale of either Party’s products and services is contemplated between the Parties, such resale shall be subject to a more formal agreement. Upon either Party’s reasonable request, the other Party will: (a) support the marketing and sales process, (b) assist in proposal generation and sales presentations, (c) engage in direct Customer interaction, (d) answer technical questions, and (e) provide quotations for standard and custom configurations, maintenance, and other reasonable requests. Planet reserves the right to request net new orders when bringing referral orders to Partner.
2. Publicity. The Parties will cooperate in supporting marketing efforts, and will provide each other with reasonable advance notice to review and modify (if necessary), all creative and marketing materials related to or bearing any trademark or service mark associated with the other Party. Any news release, public announcement, advertisement, or publicity proposed to be released by either Party concerning the Parties’ efforts in connection with these Terms and Conditions, or any resulting formal contract will be subject to the prior written approval of the other Party prior to release.

4. Planet’s Obligations.

1. General. Planet agrees to (a) be available to receive requests for Products; (b) provide reasonable training to Partner in the distribution requirements for Products; and (c) support Partner with Product and marketing information for promotional purposes.
2. Product Availability. Planet will continue to supply Products to the extent required to fulfill any Order Schedule that Planet has already accepted. Notwithstanding the foregoing, Planet reserves the right, from time to time and in its discretion, to modify, alter, change, improve or discontinue any or all of the Products covered by this Partner Agreement.
3. Delivery. During the Term, Planet will use commercially reasonable efforts to provide or make the Content and Products available to Partner via the Platform or as otherwise agreed to by the Parties in the Order Schedule. Content and Products will be deemed delivered when first made available for access via the Platform, or when actually delivered if no Platform access is granted.

5. Financial Terms.

1. Payment. All applicable License Fees are set forth in the applicable Order Schedule. Planet will issue an invoice indicating the License Fees that are owed in accordance with the invoicing schedule set forth in the applicable Order Schedule. Any License Fees not paid when due will be subject to interest at Planet’s discretion, not to exceed the maximum interest rate allowed by law. Partner will pay for all costs (including reasonable attorneys’ fees) incurred by or on behalf of Planet to collect any past-due License Fees under this Partner Agreement.
2. No Offsets. Payments owed from one party to another may not be offset or credited against each other under this Partner Agreement.
3. Currency. All payments made under this Partner Agreement shall be made in accordance with the applicable Order Schedule and associated invoice.
4. Taxes. Partner will assume full responsibility for the proper reporting and payment of all taxes, contributions and/or special levies imposed or required under unemployment insurance, social security, income tax, and/or other laws or regulations, with respect to the performance of this Partner Agreement by Partner and Partner’s employees and agents, and Partner agrees to defend, indemnify and hold Planet harmless from any liability, loss, damage or claim arising against or incurred or paid by Planet by reason of any failure by Partner fully or timely to assume said responsibilities.

6. Limitation of Liability.

1. LIABILITY. PLANET’S AGGREGATE CUMULATIVE LIABILITY FOR DAMAGES TO PARTNER RESULTING IN ANY WAY FROM THIS PARTNER AGREEMENT WILL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS RECEIVED BY PLANET FROM PARTNER UNDER THIS PARTNER AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM ARISES. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING LIMITATION OF LIABILITY IS IN ADDITION TO ANY OTHER LIMITATION OF LIABILITY AND SUBJECT TO ANY EXCLUSIONS OR EXCEPTIONS SET FORTH ELSEWHERE IN THE AGREEMENT.
2. Delays. Products may be developed from data acquired from satellite imaging systems, subject to regulatory legislation and rulings, and involving a significant degree of risk of system failure, including equipment or software failure, or impaired performance. Planet will not be liable to Partner for costs or damages caused by any system failure, including failure, delay, or limitation of the system or any component of it. If Planet cannot give Partner access to a Product due to temporary or intermittent problems with the system—including planned periods of satellite unavailability—Partner’s only recourse is to extend the term of the specific Order Schedule one day for each day over the ninety (90) days that Planet is unable to supply Products.
3. Exclusion of Liability. Neither party will be liable for any indirect, incidental, consequential, special, punitive or exemplary damages arising out of this Partner Agreement, however caused and under any theory of liability, whether in contract, tort (including negligence) or otherwise, or lost profits, loss of business, interruption of business, loss of use, loss of data, or the cost of procurement of substitute goods or services, even if it has been advised of the possibility of such damages. Planet will incur no liability whatsoever for any incidental, special, or consequential damages, losses, or expenses of any kind suffered or incurred by Partner arising from or incident to termination or expiration of this Partner Agreement.
4. Exceptions. The foregoing limitation on liability and exclusion of liability shall not apply or otherwise be construed to limit Partner’s liability for: (i) infringement of Planet’s intellectual property rights; (ii) any breaches of confidentiality obligations under this Partner Agreement; (iii) Partner’s indemnification obligations hereunder; or (iv) any breach of Section 5 (Compliance) or Section 6.1 (Warranties and Disclaimer) of the General Partner Terms and Conditions.
5. Essential Purpose. Each party acknowledges and agrees that the foregoing limitations form an essential basis of agreement and will apply notwithstanding any failure of essential purpose of any limited remedy.

7. Effect of Expiration or Termination.

1. In the event of any expiration or termination of this Partner Agreement, all rights and obligations of the Parties hereunder, other than as set forth in Section 8 (Survival) shall also terminate unless the Parties mutually agree in writing otherwise.
2. Further, Partner will (i) immediately discontinue all use of the Content and distribution of Derivative Products, as well as all representations or statements from which it might be inferred that any relationship exists between Planet and Partner; (ii) immediately return to Planet at the Partner’s expense, all Products, samples, demonstration materials including Demo Data, sales materials, catalogs and literature of Planet then in the possession of the Partner; (iii) subject to rights for maintenance and support obligations to Customers referenced above, cease all use of the Products and Demo Data and remove all copies of the Product and Demo Data within Partner’s possession or control from Partner’s computer systems or other storage media and destroy them, and u pon request by Planet, certify that it has destroyed such items; and (iv) at Planet’s option, (x) destroy and certify in writing or (y) deliver to Planet all remaining items within Partner’s possession or control that contain any Confidential Information or bear a Mark.
3. Partner will pay all accrued payment obligations, and future due dates will be automatically accelerated to the date of termination of this Partner Agreement.
4. Notwithstanding termination of this Partner Agreement, unless Planet has terminated due to a violation of this Partner Agreement by Partner, Planet will continue to supply, and Partner will continue to fulfill, Products to the extent required to fulfill any Order Schedules accepted by Planet prior to the effective termination date.

8. Survival. The following sections of these Platform Partner Supplemental Terms and Conditions will survive expiration or termination of this Partner Agreement: Sections 5.4 (Taxes); 6 (Limitation of Liability); 7 (Effect of Expiration or Termination); and 8 (Survival).

REFERRAL PARTNER SUPPLEMENTAL TERMS AND  CONDITIONS

1. Referral Partner. Partner agrees to act for Planet as its non-exclusive authorized Referral Partner in the Partner Territory. Partner may submit leads of potential new customers in the Partner Territory to Planet for the purpose of assisting Planet to win new business. The Parties understand and agree that Planet has the right to solicit potential customers directly and to appoint any number of additional representatives or agents to provide leads to Planet. Notwithstanding anything to the contrary herein, as a Referral Partner, Partner does not obtain access to the Planet Portal, and should reference the Business Summary for the applicable business framework governing its participation in the Planet Partner Program.

2. Process.

1. Registered Leads. Partner must submit a potential Customer for approval as directed by Planet. Within ten (10) business days after receipt, Planet will either register the lead in the name of the Partner or notify the Partner in writing that the lead has been rejected. No lead will be binding on Planet hereunder until accepted by Planet in writing. An accepted Registered Lead will be valid until the earlier of (1) a Referral Order Agreement is signed by the Registered Lead; or (2) there is a period of inactivity with the Registered Lead that lasts for six (6) months.
2. Acceptance. All customer orders for Products are subject to acceptance or rejection by Planet, and nothing contained in this Partner Agreement obligates Planet to accept any order placed as a result of Partner’s activities hereunder. No quotation, order or sale will be binding upon Planet until accepted and confirmed in writing by Planet. Planet will notify the Partner within a reasonable time of the acceptance or rejection of any order submitted through the Partner. Notwithstanding any other provision of this Partner Agreement, Planet will have no liability for any failure or delay in filling all or part of any accepted order arising through the Partner for any reason whatsoever.

3. Financial Terms.

1. Referral Fees. If Planet executes Referral Order Agreement with any Registered Lead within six (6) months after the date such lead was last registered in the Partner's name, Planet will pay to the Partner a referral fee (“Referral Fee”), not to exceed five percent (5%) of the Referral Net License Fees associated with the Referral Order Agreement. The payment of any Referral Fee is contingent upon Planet’s ability to recognize the License Fees as revenue under generally accepted accounting principles. Referral Fees are due on the first year of the initial order only, and not on subsequent years of multi-year agreements or renewals.
2. Payment. Payments due under this Partner Agreement shall be made within thirty (30) days after Planet receives payments due under the applicable Referral Order Agreement. If the customer makes payments in installments, then Planet will pay the Referral Fee on a pro rata basis after receipt of each payment.
3. Currency. All payments made under this Partner Agreement shall be made in either US dollars or the currency of the applicable License Fees, at Planet’s discretion.
4. Taxes. Partner will assume full responsibility for the proper reporting and payment of all taxes, contributions and/or special levies imposed or required under unemployment insurance, social security, income tax, and/or other laws or regulations, with respect to the performance of this Partner Agreement by Partner and Partner’s employees and agents, and Partner agrees to defend, indemnify and hold Planet harmless from any liability, loss, damage or claim arising against or incurred or paid by Planet by reason of any failure by Partner fully or timely to assume said responsibilities.

4. LIMITATION OF LIABILITY. EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS AND PARTNER’S BREACH OF THE FOLLOWING SECTIONS OF THE GENERAL PARTNER TERMS AND CONDITIONS: SECTION 3 (CONFIDENTIALITY), SECTION 5 (COMPLIANCE) AND SECTION 6.1 (WARRANTIES AND DISCLAIMER), (i) NEITHER PARTY SHALL BE LIABLE UNDER THIS PARTNER AGREEMENT TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF AND (ii) PLANET’S AGGREGATE CUMULATIVE LIABILITY FOR DAMAGES TO PARTNER RESULTING IN ANY WAY UNDER THIS PARTNER AGREEMENT WILL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PLANET IS UNCONDITIONALLY OBLIGATED TO PAY TO PARTNER HEREUNDER AND WHICH HAS NOT BEEN PAID AT THE TIME OF SUCH AWARD OF DAMAGES.

5. Effect of Expiration or Termination. If this Partner Agreement is terminated by Planet for convenience pursuant to Section 8 of the General Partner Terms and Conditions, Planet will make payments to Partner in accordance with Section 3 (Financial Terms) of these Referral Partner Supplemental Terms and Conditions for any Referral Order Agreements in active negotiations (as determined by Planet in its sole discretion) with a prospective customer who is a Registered Lead at the time of termination; provided however that the Referral Order Agreement is fully executed within sixty (60) days of termination. Planet will not be liable for any payment to the Partner for any sales lead received by Planet from Partner after the date of expiration or termination.

6. Survival. The following sections of these Referral Partner Supplemental Terms and Conditions will survive expiration or termination of this Partner Agreement: Sections 4 (Limitation of Liability); 5 (Effect of Expiration or Termination); and 6 (Survival).

RESELLER AND VALUE ADDED RESELLER SUPPLEMENTAL TERMS AND  CONDITIONS

1. Reseller Program.

1. General. Partner agrees to act for Planet as its non-exclusive authorized Reseller Partner in the Partner Territory. Planet retains the right to sell Products directly to any Planet-identified customer worldwide. Any product or service not specifically defined in an Order Schedule is not part of the subject matter of this Partner Agreement. Partner will promote, market, distribute, and resell Products solely as authorized herein and only on Partner’s own account.
2. Partner Tier Selection. Planet and Partner shall agree in the Business Summary at which Partner Tier Partner shall participate in during the Initial Term. Partner’s Partner Tier and any changes thereto agreed to by the Parties after the Initial Term, will be reflected in the Partner Business Terms section of the Partner Portal.
3. Sales Targets. The Sales Target is measured as the revenue collected by Planet from Partner’s sale of Products net of Partner Discounts, Price Discounts, other discounts, margins, commissions, taxes, duties, levies, and tariffs. To the extent applicable to Partner’s then-current Partner Tier, Partner will order, at a minimum, the quantity of Products required to meet the Sales Target for the relevant period. If Partner has not ordered the quantity of Products required to meet the Sales Target for the relevant period, Planet will move Partner to a lower tier. For clarity, the Sales Target for each Renewal Term, if any, will be agreed in writing by the Parties.
4. Pricing. Planet will provide Partner with a quote for List Prices for Products. Planet reserves the right to change List Prices at any time. Any change in the List Price or Price Uplifts will become effective thirty (30) days after Planet communicates the change to Partner in writing. Partner is free to determine its own pricing for Products it resells to Customers. If reasonably requested by Planet, Partner shall share any such pricing subject to the confidentiality terms of this Partner Agreement.
5. Partner Discounts. Partner Discounts are calculated based on Partner’s Partner Tier as defined in the Partner Portal. Planet will invoice Partner for the List Price of the Product less the Partner Discount applicable to Partner’s then-current Partner Tier. In the event the Customer requires additional discounting/special pricing to secure a deal, Partner and Planet agree to share the impact of such discount/special pricing equally, provided that the exact rates will be negotiated in good faith between the Parties.
6. Registered Leads. Partner may register an opportunity with a Customer through the Partner Portal at https://partner.planet.com/s/deal-registrations (or successor URL). Within ten (10) business days after receipt of a complete registration, Planet will either accept the registration of the lead in the name of the Partner or notify the Partner in writing that the lead has been rejected. No lead will be binding on Planet hereunder until accepted by Planet in writing. An accepted Registered Lead will be valid for six (6) months from the date of registration by Planet. The Partner may re-register the Registered Lead in its name for one (1) additional six (6) month period by resubmitting the lead prior to expiration of the then-current six (6) month lead period. Partner shall receive the applicable registration pricing for Registered Leads. Notwithstanding anything to the contrary herein, in the event a Customer first works directly with Planet on a potential opportunity, but subsequently elects to purchase through a Partner, the Partner will receive a flat Partner Discount of 5% off of the price quoted to the Customer.

2. Licenses.

1. Demo Data License. Subject to the terms of the MCLA and any applicable Product Specific Terms of Service, a limited, revocable, non-transferable, non-exclusive, non-sublicensable license to use the Demo Data solely for (i) Partner’s internal, Noncommercial, testing, research and development purposes, including to determine the potential of the Products for the enhancement of a Value Added Reseller Partner’s Derivative Products; and (ii) for demonstration, marketing, and promotional purposes related to Planet’s Products and a Value Added Reseller Partner’s Derivative Products. For the purposes of clarification, to the extent Partner uses Demo Data to train any AI/ML models, any use of those models in commercial context, or otherwise made available to third parties, shall be subject to a separate agreement to be entered into by the Parties.
2. License to Resell. Subject to the terms and conditions of this Partner Agreement and the log-in process required to gain access to the Products, Planet grants to Partner:

1. a limited, revocable, non-transferable, non-exclusive, non-sublicensable license to display portions of Products (subject to the restrictions below) supplied by Planet to Partner for the purpose of promoting, marketing, and resale of Products to Customers in the Partner Territory.
2. the right to grant named Customers the right to use Products, subject to the terms of the applicable Order Schedule; and provided Partner passes through the Minimum End User Requirements (as defined in Section 2.4 below).

1. Additional License to Value Added Reseller Partner. If Partner is a Value Added Reseller (as indicated in the Partner Business Terms section of the Partner Portal), in addition to the licenses granted in Sections 2.1 and 2.2 above, Partner shall have the additional right to create Derivative Products for the benefit of, and subject to a separate agreement between, Partner and the named End User/Licensee; provided however that Partner is exclusively responsible for the quality of the Derivative Products and will hold Planet harmless against any claims arising out of Partner’s creation of such Derivative Products. For the purposes of clarification, in the event more than one End User/Licensee is provided with Derivative Products that are based on the same Content (or the same Derivative Product is otherwise distributed to more than one distinct End User/Licensee), Company must ensure that a separate data request is submitted to Planet for each End User/Licensee . For "Download" products, a unique download is required for each Customer of the same Content. For "Tile View" products, Content must be served directly from the Planet Platform such that each unique Tile View shall issue a unique or new request for that Tile, and may not rely on caching, redirection, or any other local storage.
2. Minimum End User Requirements. Before Partner provides any End User/Licensee with access to the Products or Derivative Products, Partner shall enter into a enforceable agreement with such End User/Licensee (a “Conforming EULA”), which must be at least as protective of Planet’s rights, including intellectual property rights, as the following:

1. Title and Ownership. Title and ownership of the Products remains with Planet, and all goodwill related to use of Planet’s trademarks will inure to Planet.
2. End User License. Partner may not grant any license to End User/Licensee broader than a non-exclusive, non-transferable, revocable license to:

1. (i) use, access and view Content; (ii) download, reproduce, store, display and print Content and Derivative Products; and (iii) create Derivative Products all solely for End User/Licensee’s own internal Noncommercial business purposes;
2. make the Products or Derivative Products available to consultants/contractors, but subject to a written agreement which: (i) permits use solely for the benefit of End User/Licensee; (ii) prohibits the right to sublicense or otherwise transfer to a third party; and (iii) requires destruction of all materials upon completion or earlier termination of the project; and
3. use the Content and Derivative Products for reporting and promotional purposes (e.g. trade reports, newsletters, non-academic articles, annual reports) including through End User/Licensee-branded social media platforms, provided that any Content included in such Derivative Product(s) must: (1) be static (e.g. JPEG); (2) be annotated or otherwise modified by Licensee; (3) not contain any of Planet’s raw pixel data; and (4) include an attribution that clearly and conspicuously identifies “Planet” as the source of the Content.

1. End User/Licensee License Restrictions. Except as outlined in Section 2.4.2 above, the End User/Licensee must agree not to:

1. alter, remove, or obscure any proprietary notices, watermarks or legends included or embedded in the Products or Derivative Products;
2. use the Products or Derivative Products in violation of applicable laws or regulations;
3. adapt, alter, publicly display, publicly perform, translate, create derivative works of or otherwise modify the Products or Derivative Products, except as expressly authorized under this Partner Agreement;
4. sublicense, sell, lease, rent loan, transfer, assign or distribute the Products or Derivative Products to any third party;
5. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code from the Products or Derivative Products;
6. remove, bypass, or circumvent any electronic or other form of protection included in the Products or Derivative Products;
7. allow third parties to access or use the Products or Derivative Products, including without limitation, in any application service End User/Licensee environment, service bureau, or time-sharing arrangements;
8. use any aspect of the Products or Derivative Products as training or validation of any machine-learning model designed to replicate the Products or Derivative Products.
9. provide a white-labeled or rebranded application, or other substantially similar technical solution that utilizes a Derivative Product to a third party; or
10. use the Products and Derivative Products for any purpose not expressly permitted under this Partner Agreement.

1. Ethics Requirements. End User/Licensee's access to the Products may be suspended if there is a reason to believe that End User/Licensee has used the Products for the intentional targeting of civilians or in connection with the indiscriminate use of weapons.
2. Warranties. All express and implied warranties regarding the Products by Planet and its suppliers to End User/Licensee are disclaimed, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-interference and non-infringement.
3. Liabilities. All liabilities (direct and indirect) are disclaimed on behalf of Planet as to the End User/Licensee.
4. Third Party Beneficiaries. Planet is expressly named as an intended third party beneficiary of the Conforming EULA, with the right to enforce its terms directly against the End User/Licensee.
5. Compliance. End User/Licensee shall comply fully with all laws and regulations, to the extent applicable to End User/Licensee or the Products. Such regulations may include, without limitation, the Anti-Bribery Laws and Trade Control Laws (as defined in Section 3 below). Without limiting the foregoing, Licensee shall ensure that neither the Products nor any part or derivation thereof is: (a) provided to or the subject of any transaction or dealing, directly or indirectly, with or related to a Sanctioned Jurisdiction or Restricted Party (as such terms are defined below), except as prior licensed or otherwise authorized under Trade Control Laws; (b) exported, reexported, transferred, re-transferred or otherwise shipped, directly or indirectly, in violation of any applicable Trade Control Laws; or (c) used for nuclear end-uses, rocket systems, unmanned air vehicles, chemical or biological weapons, maritime nuclear propulsion, weapons of mass destruction, or other restricted end-uses except as licensed or otherwise authorized under applicable Trade Control Laws.
6. Limits on Planet’s Operations. From time to time, Planet may be compelled by governmental licensing authorities to provide access to the Products to regulators or others as may be required for compliance purposes. In addition, Planet may be required to cease or limit its operations, including the collection or distribution of Content in certain areas for certain periods of time. Planet’s limitation on operations for the reasons set forth in this Section 2.4.9 (Limitation on Operations) shall not be considered a failure or breach of this Partner Agreement.

3. Partner Business Obligations.

1. Duties. Partner will (a) develop the market for the resale of Products inside the Partner Territory; (b) manage the total Customer transaction, including resale, delivery, billing, collection, and complaints; (c) comply with all order entry and sales lead follow-up procedures established by Planet; and (d) promptly notify Planet of known or suspected violations of the Conforming EULA. Resale of some Products with distribution rights to End User/Licensees may be subject to additional reporting duties.
2. Dealers. Partner may not contract with or otherwise use third party dealers or other distribution partners for the resale of any Product.
3. No Warranties. Partner will have no right or authority, express or implied, directly or indirectly, to alter, change, enlarge, limit, or otherwise modify the representations, warranties, or service level agreements, if any, made by Planet in connection with a Product beyond those expressly contained in the Master Content License Agreement. Partner will also make no representations, warranties, or guarantees to customers with respect to the specifications, features, or capabilities of the Products that are inconsistent with any Planet documentation accompanying the Products. In addition, the Partner will make no delivery promises inconsistent with the authorized delivery schedule of Planet in effect under this Partner Agreement. In the event that Partner makes unauthorized representations, warranties, or guarantees beyond those which may be contained in the Master Content License Agreement or makes promises in connection with the sale, use, distribution, handling, or delivery of the Products that are inconsistent with Planet’s then-current policies and terms and conditions of sale, or any Derivative Products created by Partner for a Customer, Partner will indemnify and hold Planet harmless from any expenses, claims, damages, losses, or liability of any nature arising from or related to any such unauthorized representations, warranties, or guarantees, or from any such inconsistent promises, including court costs and attorneys’ fees.

4. Planet’s Obligations.

1. General. Planet agrees to (a) apply Discounts according to this Partner Agreement; (b) be available to receive requests for Products; (c) provide reasonable training to Partner in the distribution requirements for Products; and (d) support Partner with Product and marketing information for promotional purposes.
2. Product Availability. Planet will continue to supply Products to the extent required to fulfill any Order Schedule that Planet has already accepted. Notwithstanding the foregoing, Planet reserves the right, from time to time and in its discretion, to modify, alter, change, improve or discontinue any or all of the Products covered by this Partner Agreement.
3. Delivery. During the Term, Planet will use commercially reasonable efforts to provide or make the Content and Products available to Partner via the Platform or as otherwise agreed to by the Parties in the Order Schedule. Content and Products will be deemed delivered when first made available for access via the Platform, or when actually delivered if no Platform access is granted.

5. Financial Terms.

1. Payment. All applicable License Fees are set forth in the applicable Order Schedule. Planet will issue an invoice indicating the License Fees that are owed in accordance with the invoicing schedule set forth in the applicable Order Schedule. Any License Fees not paid when due will be subject to interest at Planet’s discretion, not to exceed the maximum interest rate allowed by law. Partner will pay for all costs (including reasonable attorneys’ fees) incurred by or on behalf of Planet to collect any past-due License Fees under this Partner Agreement.
2. No Offsets. Payments owed from one party to another may not be offset or credited against each other under this Partner Agreement.
3. Currency. All payments made under this Partner Agreement shall be made in accordance with the applicable Order Schedule and associated invoice.
4. Taxes. Partner will assume full responsibility for the proper reporting and payment of all taxes, contributions and/or special levies imposed or required under unemployment insurance, social security, income tax, and/or other laws or regulations, with respect to the performance of this Partner Agreement by Partner and Partner’s employees and agents, and Partner agrees to defend, indemnify and hold Planet harmless from any liability, loss, damage or claim arising against or incurred or paid by Planet by reason of any failure by Partner fully or timely to assume said responsibilities.

6. LIMITATION OF LIABILITY.

1. LIABILITY. PLANET’S AGGREGATE CUMULATIVE LIABILITY FOR DAMAGES TO PARTNER RESULTING IN ANY WAY FROM THIS PARTNER AGREEMENT WILL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS RECEIVED BY PLANET FROM PARTNER UNDER THIS PARTNER AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM ARISES. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING LIMITATION OF LIABILITY IS IN ADDITION TO ANY OTHER LIMITATION OF LIABILITY AND SUBJECT TO ANY EXCLUSIONS OR EXCEPTIONS SET FORTH ELSEWHERE IN THE AGREEMENT.
2. Delays. Products may be developed from data acquired from satellite imaging systems, subject to regulatory legislation and rulings, and involving a significant degree of risk of system failure, including equipment or software failure, or impaired performance. Planet will not be liable to Partner for costs or damages caused by any system failure, including failure, delay, or limitation of the system or any component of it. If Planet cannot give Partner access to a Product due to temporary or intermittent problems with the system—including planned periods of satellite unavailability—Partner’s only recourse is to extend the term of the specific Order Schedule one day for each day over the ninety (90) days that Planet is unable to supply Products.
3. Exclusion of Liability. Neither party will be liable for any indirect, incidental, consequential, special, punitive or exemplary damages arising out of this Partner Agreement, however caused and under any theory of liability, whether in contract, tort (including negligence) or otherwise, or lost profits, loss of business, interruption of business, loss of use, loss of data, or the cost of procurement of substitute goods or services, even if it has been advised of the possibility of such damages. Planet will incur no liability whatsoever for any incidental, special, or consequential damages, losses, or expenses of any kind suffered or incurred by Partner arising from or incident to termination or expiration of this Partner Agreement.
4. Exceptions. The foregoing limitation on liability and exclusion of liability shall not apply or otherwise be construed to limit Partner’s liability for: (i) infringement of Planet’s intellectual property rights; (ii) any breaches of confidentiality obligations under this Partner Agreement; (iii) Partner’s indemnification obligations hereunder; or (iv) any breach of Section 5 (Compliance) or Section 6.1 (Warranties and Disclaimer) of the General Partner Terms and Conditions.
5. Essential Purpose. Each party acknowledges and agrees that the foregoing limitations form an essential basis of agreement and will apply notwithstanding any failure of essential purpose of any limited remedy.

7. Effect of Expiration or Termination.

1. In the event of any expiration or termination of this Partner Agreement, all rights and obligations of the Parties hereunder, other than as set forth in Section 8 (Survival), shall also terminate unless the Parties mutually agree in writing otherwise.
2. Further, Partner will (i) immediately discontinue all use of the Content and distribution of Derivative Products, as well as all representations or statements from which it might be inferred that any relationship exists between Planet and Partner; (ii) immediately return to Planet at the Partner’s expense, all Products, samples, demonstration materials including Demo Data, sales materials, catalogs and literature of Planet then in the possession of the Partner; (iii) subject to rights for maintenance and support obligations to Customers referenced above, cease all use of the Products and Demo Data and remove all copies of the Product and Demo Data within Partner’s possession or control from Partner’s computer systems or other storage media and destroy them, and u pon request by Planet, certify that it has destroyed such items; and (iv) at Planet’s option, (x) destroy and certify in writing or (y) deliver to Planet all remaining items within Partner’s possession or control that contain any Confidential Information or bear a Mark.
3. Partner will pay all accrued payment obligations, and future due dates will be automatically accelerated to the date of termination of this Partner Agreement.
4. Notwithstanding termination of this Partner Agreement, unless Planet has terminated due to a violation of this Partner Agreement by Partner, Planet will continue to supply, and Partner will continue to fulfill, Products to the extent required to fulfill any Order Schedules accepted by Planet prior to the effective termination date.

8. Survival. The following sections of these Reseller and Value Added Reseller Partner Supplemental Terms and Conditions will survive expiration or termination of this Partner Agreement: Sections 3.3 (No Warranties); 5.4 (Taxes); 6 (Limitation of Liability); 7 (Effect of Expiration or Termination); and 8 (Survival).

SUPPLEMENTAL TERMS AND CONDITIONS FOR USG END  USERS

1. Scope. If the End User/Licensee with which Partner is contracting is a U.S. Federal agency (as defined in FAR 2.101) (the “USG End User(s)”), these Supplemental Terms and Conditions For USG End Users shall apply together with the General Partner Terms and Conditions above. For purposes of US Federal agency subcontracting, Planet is considered a large business. Planet shall, upon Partner’s reasonable request, review and provide required supporting documentation for the solicitation from the USG End User in which Partner is responding to, as a prime contractor.

2. Provision of Products to USG End User. Partner shall obtain written approval from a Planet authorized representative, prior to accepting any proposed USG end user license agreement, or other terms that would govern the USG End User’s use of the Products, (the “USG EULA”) in the prime contract between Partner and the USG End User (the “Prime Contract”). In the event that Planet cannot agree to the proposed USG EULA, Planet shall provide Partner with alternative terms to be passed through Partner to the USG End User. In the event that the USG End User has included a provision for inability to accept alternative terms in the solicitation, Planet and Partner shall reasonably meet and confer to discuss approaches and questions/answers to provide back to the USG End User during the solicitation phase.

3. Provision of Commercial Technical Data to USG End User. The USG End User, in accordance with any regulatory required flowdown provisions contained within the Prime Contract, may acquire only those rights to form/fit/function in commercial technical data and software (as defined in FAR Subpart 27.401 or DFARS Subpart 227.7102-1, as applicable) that are customarily provided to the public in Planet’s ordinary course of commercial business.

4. Requests for Additional Rights. If a USG End User has a need for rights not conveyed under the terms described in Sections 2 or 3 above, Partner must work with Planet to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement to be effective. Any USG End User litigation use cases must be pre-approved by Planet before Partner may provide an offer for the Products to the USG End User.

5. Order Schedule Flowdowns. If the parties cannot reach a mutual agreement on terms to be contained on an Order Schedule for an anticipated future award by the USG End User (including applicable flowdown clauses), Partner agrees to promptly inform the USG End User and withdraw their offer including the Products.

6. Limited Rights to USG End User. Unless otherwise specified and agreed to by Planet in an Order Schedule, all Products are provided with limited rights (as defined in FAR Subpart 2.101).

7. Partner Obligations

1. Fair Competition and Procurement Integrity. Partner will conduct its business in accordance with applicable antitrust laws or competition laws and regulations. Partner must avoid business practices that (i) unlawfully restrain competition through use of exclusivity in agreements, (ii) allow for the improper exchange of proposal or competition sensitive information, (iii) include any price-fixing, bid rigging, or market allocation requirements, including refusing to participate, cooperate, or furthering any causes in unsanctioned foreign boycotts. Partner shall not offer or give a kickback or gratuity for the purpose of obtaining or rewarding favorable treatment. Partner will not make or solicit kickbacks in violation of FAR 52.203-7 or the Anti-Kickback Act of 1986. Partner will not use Federal appropriated funds (paid or will be paid) to any person for influencing or attempting to influence an officer or employee of any USG End User, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with the awarding of a Prime Contract by the USG End User.
2. Conflict of Interest. Partner will develop, implement and maintain methods to report, avoid, and/or mitigate any and all (including perceived) conflicts of interest. When acting in its role as a Planet Partner, Partner must promptly report any new conflicts of interest to Planet.
3. Integrity in Deliveries. Partner shall develop, implement, and maintain methods and processes reasonably designed to minimize the risk of introducing any counterfeit parts or materials into products or services.
4. Fraud Detection. Partner shall act with integrity and transparency in dealing with all government and regulatory authorities. If a Partner determines or discovers a false or misleading statement (including material omissions), Partner shall take immediate steps to identify and provide accurate information. Caution and due diligence should be used by Partner to prevent and detect corruption in the Partners’ business arrangements. Partner is encouraged to timely disclose any allegations of waste, fraud, abuse, or mismanagement to the cognizant Office of the Inspector General. Partner shall not require any of its employees or subcontractors to sign confidentiality agreements or statements that prohibit or otherwise restrict the lawful reporting of any waste, fraud, or abuse related to the performance of a USG contract to appropriate federal investigative or law enforcement representatives.
5. Supply Chain / Information Security. Partner shall develop, implement, and maintain an information security program that adheres to the U.S. Federal agency applicable laws, regulations, and industry standards for basic safeguarding to protect Partner’s Information System(s) and shall ensure that comparable safeguards are in place in connection with any cloud environments used by Partner. This information security program shall include appropriate administrative, physical, technical, organizational and operational safeguards designed to ensure the confidentiality, integrity, and availability of controlled data and personal information and protect against the risk of an information security incident with USG End user agency information.
6. Prime Contract Clauses. Partner shall administer and actively manage risk on its Prime Contract, and shall share relevant information about risk mitigation options with Planet. This includes proactively complying with required acquisition clauses and regulations that may require certain Buy American, Fly American, Ship American, Prohibition of a ByteDance Covered Application, Equal Opportunity etc. diligence by Partner. Partner shall timely file all required reports required by its Prime Contract.
7. Termination of Prime Contract by USG End User. In the event a Prime Contract can be terminated for convenience, and the USG End User initiates a request to terminate for convenience, Partner shall deliver such notice to Planet in writing and shall specify the extent of the termination and the effective date. Upon receipt of the notice, Planet shall promptly stop work and proceed with Partner and the USG End User’s instructions. Planet shall submit a termination proposal approximately fifteen (15) business days after receipt of the termination notice from Partner. Partner shall incorporate Planet’s termination proposal into Partner’s overall termination settlement proposal with the USG End User.
8. Data Rights Assertion. To the extent Planet provides any data rights or other intellectual property rights assertion to Partner, Partner shall include such assertion in its response to the applicable USG End User.
9. SAM.gov Registration. Partner shall maintain its Sam.gov registration throughout the life of its Prime Contract; including the entering of accurate and factual information.
10. DPAS Rating. Partner shall furnish any priority order rating information to Planet promptly.
11. CPARS. Partner shall notify Planet in the event a CPARs mentions Planet by name or purports to provide negative performance comments about Planet’s portion of the work. Partner shall meet and confer with Planet prior to entry of any Partner comments into the official U.S. Federal agency CPARs systems.