Enterprise Terms of Service

Last Updated: February 13, 2026

These Enterprise Terms of Service (“Terms”) govern access to and use of the Latitude platform and related services (collectively, the “Service”) provided by PathGuide Technologies, Inc. (“Company,” “we,” “us,” or “our”).

These Terms apply to the organization entering into this agreement (“Customer,” “you,” or “your”) and its authorized users. By executing an Order Form, Master Services Agreement (MSA), Statement of Work (SOW), or otherwise accessing the Service, Customer agrees to be bound by these Terms.

If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization.


1. Scope of Services

The Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the applicable subscription term solely for Customer’s internal business operations.

The Service may be provided pursuant to:

• A Master Services Agreement (MSA)
• An Order Form
• A Statement of Work (SOW)
• Or other mutually executed agreement

In the event of a conflict, the executed agreement will control.


2. Authorized Users

Access to the Service is limited to Customer’s employees, contractors, or agents authorized by Customer (“Authorized Users”).

Customer is responsible for:

• Ensuring Authorized Users comply with these Terms
• Maintaining the confidentiality of login credentials
• All activity conducted under its accounts

Customer shall promptly notify Company of any unauthorized access.


3. Restrictions on Use

Customer shall not, and shall not permit Authorized Users to:

• Reverse engineer, decompile, or disassemble the Service
• Copy, modify, or create derivative works of the Service
• License, sell, rent, lease, or transfer access to third parties
• Circumvent security measures
• Use the Service to develop competing products
• Introduce malicious code or harmful content

The Service may not be used for any unlawful purpose.


4. Customer Data

“Customer Data” means data, content, or information submitted to the Service by Customer or its Authorized Users. Customer retains all rights, title, and interest in Customer Data.

Customer grants Company a limited license to:

• Host, process, transmit, and store Customer Data
• Provide and improve the Service
• Fulfill contractual obligations

Company will not access Customer Data except:

• As necessary to provide the Service
• For support or maintenance
• As required by law

Data processing obligations, if applicable, shall be governed by a separate Data Processing Agreement (DPA).


5. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s non-public information (“Confidential Information”).

Confidential Information shall not be:

• Disclosed to third parties (except as required by law)
• Used for purposes outside the scope of this agreement

These obligations survive termination.


6. Security

Company will implement reasonable administrative, technical, and organizational measures designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction.

Customer is responsible for:

• Proper configuration of its systems
• Securing endpoints and user credentials
• Compliance with internal IT and security policies


7. Intellectual Property

The Service, including all software, documentation, and related materials, is the exclusive property of Company or its licensors. No ownership rights are transferred under these Terms. Company may use aggregated and anonymized data derived from Customer Data for analytics, benchmarking, and service improvement, provided it does not identify Customer.


8. Warranties

Company warrants that:

• The Service will materially conform to applicable documentation
• It has the authority to enter into this agreement

Except as expressly stated, the Service is provided “AS IS,” and Company disclaims all other warranties, including implied warranties of merchantability and fitness for a particular purpose.


9. Indemnification

Company Indemnification:

Company will defend Customer against third-party claims alleging that the Service infringes intellectual property rights and will indemnify Customer for resulting damages, subject to:

• Prompt written notice
• Cooperation in defense
• Company’s sole control of the defense

Customer Indemnification:

Customer will indemnify Company against claims arising from:

• Customer Data
• Unauthorized use of the Service
• Violation of applicable laws


10. Limitation of Liability

Except for:

• Breach of confidentiality
• Indemnification obligations
• Willful misconduct
• Payment obligations

Neither party shall be liable for:

• Indirect or consequential damages
• Loss of profits, revenue, or business interruption

Total liability shall not exceed the fees paid (or payable) in the 12 months preceding the claim.


11. Term and Termination

These Terms remain in effect for the duration of the applicable subscription term.

Either party may terminate:

• For material breach not cured within 30 days
• If required by law
• Upon insolvency of the other party

Upon termination:

• Access to the Service will cease
• Customer Data will be returned or deleted per agreement terms


12. Compliance With Laws

Each party agrees to comply with applicable laws and regulations, including data protection and export control laws. Customer is responsible for ensuring its use of the Service complies with industry-specific regulations applicable to its operations.


13. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of Washington State, US, without regard to conflict of law principles. Any disputes shall be resolved exclusively in the courts located in Washington State, US, unless otherwise agreed in writing.


14. Amendments

Company may modify these Terms upon renewal or with written notice. Continued use after an effective modification constitutes acceptance.


15. Entire Agreement

These Terms, together with any executed Order Forms, MSAs, DPAs, or SOWs, constitute the entire agreement between the parties and supersede prior agreements regarding the Service.