Terms and Conditions of Service

Terms and conditions governing the sale of, access to, and use of goods or services provided by Vicinity Group Inc.

The following terms and conditions of service (“Terms”) govern sale of, access to, and use of, any goods or services provided by Vicinity Group Inc., a Delaware Corporation (“Vicinity”) and the individual or organization purchasing such goods or services (“Client”) (each a “Party” and collectively the “Parties”.)

These Terms will apply to any and all quotes, order forms, proposals or similar document provided by Vicinity to Client (“Sales Contract”) for the purpose of delivering any hardware, software, services or other offering by Vicinity to Client (each, an “Offering”).

These Terms include and incorporate the provisions below, Vicinity’s Acceptable Use Policy and Vicinity’s Privacy Policy.

Vicinity may revise these Terms from time to time by publishing a new version on its website. Each version of these Terms is identified by its effective date, and superseded versions remain published and available from the archive on this page. The version of these Terms in effect on the effective date of a Sales Contract shall govern that Sales Contract for its entire term, and, as applied to that Sales Contract, may be amended only by a written contract amendment executed by both Parties in accordance with the Modification section of these Terms, except for adjustments expressly provided for within that version (including under the Periodic Price Updates and Incorporation of Standard Scopes of Work sections). Revised versions of these Terms apply only to Sales Contracts executed on or after the revised version’s effective date.

Sales Contract

Vicinity agrees to perform services as requested in a fully executed Sales Contract issued pursuant to these Terms.

Client Purchase Orders

Purchase orders issued by Client shall be for the sole purpose of defining quantities, prices and describing the Offering to be provided under a Sales Contract and to this extent only are incorporated as a part of such Sales Contract and all other terms in purchase orders are rejected.

Payment Terms & Late Fees

Payments are due upon receipt of invoice. Any unpaid balances after thirty (30) days from the invoice date shall be considered Past Due. Past Due balances are subject to a finance charge equal to the annual percentage rate of ten and a half percent (10.5%) which shall accrue until the Past Due balance is paid in full. Payments shall be applied first to finance charges and then Past Due balances.

Client authorizes Vicinity, its outside collection agencies and other agents to contact them in connection with any and all matters relating to unpaid Past Due Balances. Past Due balances may be referred to a collection agency to collect any amounts Past Due. Client agrees to pay costs related to the collection of Past Due balances including, but not limited to, any collection agency’s fees, reasonable attorney’s fees, and arbitration or legal costs.

If a Sales Contract includes hardware, software or other products being sold to Client, full prepayment of one hundred percent (100%) of the order value for such products is required to confirm the order.

Suspension for Non-Payment

Should Client have any Past Due balance on their account, Vicinity may in its sole discretion suspend performance of any or all Offerings under these Terms until such time that all Past Due balances are paid in full. Client shall still be obligated to pay any agreed upon service fees, term commitments or other expenses incurred by Vicinity during any suspension of service, whether under this section or the Default Termination section of these Terms.

Periodic Price Updates

Periodically during the term of any Sales Contract issued under these Terms, Vicinity may review and amend its pricing on Offerings which shall be reflected on the next invoice which shall serve as notice of such change. Client’s continued use of such Offering shall constitute an acceptance of a contract modification reflecting the new pricing on Offerings for the remainder of the term of the Sales Contract.

Travel Expense Reimbursement

As required to deliver services under a Sales Contract, Vicinity may, in its sole discretion, dispatch employees and subcontractors to remote locations or offices operated by Client to carry out services under an Offering. Client shall be fully responsible for reimbursing Vicinity for any incurred costs as a result of this dispatch, including but not limited to airfare, hotel or lodging, ground transportation (car rental, taxi, ride share), meals, and time spent in transit.

Employment of Vicinity Staff

Client acknowledges that they would gain substantial benefit and Vicinity would be deprived of such benefit, if Client were to directly hire any personnel employed by Vicinity or its subcontractors. In the event that Client hires a member of Vicinity’s or its subcontractors professional staff, Client shall pay a fee equal to twenty five percent (25%) of the annual compensation being paid to the individual by Vicinity or its subcontractor. Such fee is not intended as a penalty and is reasonably calculated based on the projected costs Vicinity would incur to identify, recruit, hire, and train suitable replacements and is payable when the employee accepts the position with Client. Client agrees to provide Notice to Vicinity in the event that it makes an offer of employment to such personnel as described in this section within ten (10) days of making an offer of employment.

Voluntary Termination

Client may elect to unilaterally terminate an Offering by providing thirty (30) days Notice to Vicinity, paying all fees due until the final date of termination and paying an additional early termination fee equal to one hundred percent (100%) of the remaining contract term value of the corresponding Sales Contract. The remaining contract term value shall be calculated as the monthly recurring service cost (including taxes & fees) multiplied by the remaining months in the term of the Sales Contract. The Parties agree that this early termination fee constitutes liquidated damages and not a penalty; it is a reasonable estimate, agreed upon in advance, of the losses Vicinity would incur from early termination — including committed licensing, staffing, and infrastructure costs incurred in reliance on the full term of the Sales Contract — which would otherwise be difficult or impossible to calculate with precision.

In the event of voluntary termination of an Offering by Client, Vicinity shall not be obligated to provide transitional or replacement services to maintain continuity of Client’s operations without the execution of a subsequent Sales Contract for such services.

Default Termination

The occurrence of any of the following shall constitute a Default by Vicinity: Vicinity fails to materially perform under these Terms or a Sales Contract and such failure continues thirty (30) days after receipt of Notice from Client.

In the event of a Default by Vicinity, Client shall have the right to terminate the applicable Sales Contract without payment of an early termination fee.

The occurrence of any of the following shall constitute a Default by Client:

  1. Client fails to pay any amount due to Vicinity and such balance remains Past Due for more than thirty (30) days;
  2. Client fails to perform under these Terms and such failure continues thirty (30) days after receipt of Notice from Vicinity; or
  3. Client or anyone acting on Client’s behalf directs any of the following at Vicinity employees, subcontractors, or agents: verbal abuse, threats, intimidation, or harassment of any kind including conduct based on any legally protected characteristic; physical aggression or conduct creating a reasonable apprehension of physical harm; a pattern of demeaning or hostile conduct that in Vicinity’s reasonable judgment creates an unsafe or hostile working environment; or conduct that would constitute harassment or a hostile work environment under applicable law.

A Default under subsection (3) is effective immediately upon occurrence. Where such conduct involves physical aggression or apprehension of physical harm, Vicinity may immediately suspend all Offerings without prior Notice and such suspension shall not constitute a Default by Vicinity. Client’s payment obligations shall continue during any suspension.

In the event of any Default by Client, Vicinity shall have the right to terminate any or all Sales Contracts and Offerings, and Client shall pay an early termination fee equal to one hundred percent (100%) of the remaining contract term value, calculated as the monthly recurring service cost (including taxes and fees) multiplied by the remaining months in the term. The Parties agree that this early termination fee constitutes liquidated damages and not a penalty, for the reasons stated in the Voluntary Termination section of these Terms.

Vicinity shall not be obligated to provide transitional or replacement services following a Default termination without execution of a subsequent agreement. Vicinity shall further be entitled to irrevocably delete or destroy any Client data in its possession at the time of termination in its sole discretion.

Nothing in this section limits Vicinity’s right to reassign personnel, modify service delivery methods, or take other reasonable measures to protect the safety and wellbeing of its personnel at any time.

Modification

All modifications to any Sales Contract issued under these Terms must be mutually agreed to by both Vicinity and Client in a written contract amendment unless otherwise explicitly noted in these Terms.

If Vicinity proceeds with providing additional services before a written contract amendment is agreed to, as required to maintain the proper operation of Client’s business operations, Vicinity shall not be required to continue to provide additional services if Client does not agree to a contract amendment for those additional services. However, Client shall be responsible for any costs or fees associated with the delivery of such additional services during the time in which they were provided.

Relationship

For all work performed for Client under these Terms, Vicinity acts as an independent contractor and not as an employee of Client. Consistent with that designation Vicinity shall have the right to supervise, hire, fire and direct its employees, agents, contractors and assistants. Vicinity and Client understand and agree that the relationship between the Vicinity and Client is not, and shall not be construed as, that of employer and employee, partnership, joint venture, joint employment, dual employment, teaming agreement or any other legal relationship other than an independent contractor relationship.

Client relies on and defers to Vicinity’s discretion and best independent professional judgement in choosing the methods and means by which Vicinity fulfills its responsibilities under these Terms, subject to the specific conditions and requests of Client as may be included in a Sales Contract issued under these Terms.

In delivering Offerings to Client under these Terms, Vicinity: may, in its sole discretion, use a qualified subcontractor, in part or in whole; shall furnish all necessary tools, equipment and vehicles for itself and its subcontractors; and shall, at its sole discretion and cost, provide commercially reasonable training for its employees as required to meet its obligations under these Terms.

If requested by Client in a Sales Contract, Vicinity staff and subcontractors will attend training, seminars, conferences or other events as directed by Client, provided that Client is fully responsible for all registration, tuition, fees and travel expenses related to attending these events.

Nature of Services; No Professional Advice

Vicinity’s Offerings are limited to information technology consulting, managed services, and related technical services. No Offering provided by Vicinity under these Terms or any Sales Contract shall be construed as legal, insurance, financial, regulatory, compliance, or accounting advice, regardless of the subject matter discussed or recommendations made in the course of service delivery.

Client acknowledges that Vicinity personnel are not licensed attorneys, insurance professionals, financial advisors, or certified public accountants. Any information or guidance provided by Vicinity relating to legal, insurance, regulatory, or financial matters, including but not limited to cybersecurity compliance frameworks, data privacy regulations, insurance coverage requirements, or risk management strategies, is provided solely as general informational context to support Client’s technology decisions and does not create any professional duty, fiduciary obligation, or duty of care beyond the scope of the applicable Offering.

Client represents that it exercises its own independent judgment in all technology and business decisions, including those informed by Vicinity’s recommendations. Client is solely responsible for obtaining independent qualified professional counsel before making legal, insurance, regulatory, or financial decisions, and Vicinity shall have no liability for Client’s reliance on any information or recommendation as a substitute for such counsel. This disclaimer operates in addition to and without limitation of the Limitation of Liability provisions of these Terms.

Client Responsibility for Technology Outcomes

Assumption of Risk. Client is the owner and operator of its technology environment and bears ultimate responsibility for the security, availability, and performance of its systems, data, and operations. Vicinity’s role is to advise, implement, and manage technology services as defined in the applicable Sales Contract, but Vicinity does not assume ownership of, or operational responsibility for, Client’s technology environment or business outcomes.

No Guarantee of Security. No technology environment can be rendered fully secure against all threats. Client acknowledges that cybersecurity threats are persistent, evolving, and increasingly sophisticated, and that no combination of tools, policies, or services (whether provided by Vicinity or otherwise) can guarantee the prevention of a security incident, data breach, ransomware attack, business interruption, or data loss. Vicinity’s Offerings are designed to reduce risk, not eliminate it, and Client accepts the residual risk inherent in operating a technology environment.

Reliance on Client Cooperation. The effectiveness of Vicinity’s Offerings depends on Client’s timely cooperation, including but not limited to: implementing recommendations made by Vicinity; maintaining current and supported hardware, software, and licensing; enforcing acceptable use and security policies among its personnel; providing accurate and complete information about its environment and operations; and approving and funding recommended remediation in a timely manner. A failure by Client to cooperate in any of these respects may materially diminish the effectiveness of Vicinity’s Offerings, and Vicinity shall not be liable for any adverse outcome attributable in whole or in part to such failure.

Declined Recommendations. Vicinity may, in the course of providing Offerings, make recommendations regarding security measures, system upgrades, policy changes, backup strategies, or other actions it deems advisable to protect Client’s environment. Where Client declines, delays, or fails to implement such recommendations, Client assumes all risk arising from that decision. Vicinity shall document material recommendations and Client’s response thereto, and such documentation shall be conclusive evidence that Client was advised of and accepted the associated risk.

The representations in this section are in addition to and not in limitation of Client’s indemnification obligations under these Terms.

Confidentiality

In the course of providing or receiving Offerings under these Terms, either Party may have access to information that is confidential and proprietary to the other Party (“Confidential Information”). For the purposes of these Terms, Confidential Information of a party means information, ideas, materials or other subject matter of such party, whether disclosed orally, in writing or otherwise, that is provided under circumstances reasonably indicating that it is confidential or proprietary. Additionally, Confidential Information includes, without limitation, the terms of these Terms, attachments to these Terms, pricing information including quotes and proposals, technical information or data about the configuration of technology systems, product ideas, methodologies, algorithms; and all personal, client, contracts and financial information.

Parties agree to ensure that Confidential Information is not inadvertently disclosed, altered or distributed publicly or to third parties. Notwithstanding the foregoing, a Party may disclose Confidential Information to the extent compelled by court order, subpoena, or other legal requirement, and may disclose Confidential Information to its attorneys and professional advisors who are bound by duties of confidentiality.

Disclosure or publication by a Party of their own Confidential Information in a manner reasonably accessible to the public (including but not limited to on internet websites or other platforms), shall constitute a waiver for the other Party of confidentiality protections under this section.

Data Processing Limitations

Client agrees, warranties and represents that they shall not transmit, process, store or transact data subject to protection by law or regulation (“Private Data”) with an Offering without prior execution of a Private Data Processing Amendment to these Terms. Further, in the event that Client transmits, processes, stores or transacts Private Data with an Offering without the execution of a Private Data Processing Amendment, Client agrees to: (a) indemnify, hold harmless and defend Vicinity against any claim, fine, fee or other charge imposed upon or assessed against Vicinity by a governmental authority arising out of an alleged violation of applicable law by Vicinity, Client or third party; and (b) indemnify, hold harmless and defend Vicinity against any and all claim and suits by third parties for damages, injuries, losses, expenses (including court costs, arbitration costs and reasonable attorney’s fees) from the alleged or actual transmission, processing, storage or transaction of Private Data with an Offering.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF VICINITY AND ITS OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, AND SUBCONTRACTORS (COLLECTIVELY, THE “VICINITY PARTIES”) TO CLIENT AND TO ANYONE CLAIMING BY OR THROUGH CLIENT, FOR ANY AND ALL CLAIMS, LOSSES, COSTS, DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES), AND EXPENSES ARISING OUT OF OR RELATING TO THESE TERMS, ANY SALES CONTRACT, OR ANY OFFERING, FROM ANY CAUSE OR CAUSES AND REGARDLESS OF THE FORM OR THEORY OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (I) THE TOTAL SERVICE FEES ACTUALLY RECEIVED BY VICINITY UNDER THESE TERMS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, OR (II) ONE MILLION DOLLARS ($1,000,000). THIS LIMITATION IS CUMULATIVE, AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THE LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS ALLOCATION OF RISK IS REFLECTED IN THE FEES CHARGED FOR THE OFFERINGS AND IS A MATERIAL BASIS OF THE BARGAIN BETWEEN THEM. THIS LIMITATION APPLIES TO THE LIABILITY OF THE VICINITY PARTIES ONLY, AND DOES NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS OR CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS.

EXCLUSION OF CERTAIN DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE VICINITY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, ANY SALES CONTRACT, OR ANY OFFERING, REGARDLESS OF THE FORM OR THEORY OF ACTION AND EVEN IF A VICINITY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION IS INDEPENDENT OF, AND WILL SURVIVE AND CONTINUE TO APPLY NOTWITHSTANDING, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.

EXCEPTIONS. THE LIMITATION AND EXCLUSION IN THIS SECTION WILL NOT APPLY TO LIABILITY ARISING FROM A VICINITY PARTY’S FRAUD, INTENTIONAL MISREPRESENTATION, OR WILLFUL MISCONDUCT, OR TO ANY LIABILITY THAT MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. FOR PURPOSES OF THESE TERMS, “WILLFUL MISCONDUCT” MEANS AN INTENTIONAL ACT OR OMISSION TAKEN WITH ACTUAL KNOWLEDGE THAT IT IS WRONGFUL, AND DOES NOT INCLUDE NEGLIGENCE OR GROSS NEGLIGENCE.

Indemnity

Client will indemnify, defend, and hold harmless Vicinity and its officers, directors, partners, members, employees, agents, and subcontractors (collectively, the “Indemnitees”) from and against any and all third-party claims, actions, suits, and proceedings, and all resulting liabilities, damages, losses, judgments, settlements, costs, fees, charges, and expenses (including reasonable attorneys’ fees and costs) (collectively, “Losses”), to the extent arising out of or relating to: (a) Client’s use of any Offering; (b) Client’s breach of these Terms or any Sales Contract; (c) any content, data, or materials provided, transmitted, processed, or stored by or on behalf of Client; (d) Client’s violation of applicable law or of the rights of any third party; or (e) Vicinity’s performance of any Offering. FOR THE AVOIDANCE OF DOUBT, CLIENT’S OBLIGATIONS UNDER CLAUSE (E) EXPRESSLY EXTEND TO, AND CLIENT EXPRESSLY AGREES TO INDEMNIFY THE INDEMNITEES AGAINST, LOSSES ARISING FROM THE INDEMNITEES’ OWN ORDINARY NEGLIGENCE.

Exceptions. Client’s obligations under this section will not apply to Losses to the extent finally determined by a court or arbitrator of competent jurisdiction to have arisen from an Indemnitee’s gross negligence, willful misconduct, or fraud, or to any indemnification prohibited by applicable law.

Procedure. As a condition of indemnification, Vicinity will: (a) promptly notify Client in writing of any claim for which indemnification is sought, provided that a failure or delay in notice relieves Client of its obligations only to the extent Client is materially prejudiced by the failure or delay; (b) permit Client to assume sole control of the defense and settlement of the claim, using counsel reasonably acceptable to Vicinity; and (c) provide Client with reasonable cooperation in the defense, at Client’s expense. An Indemnitee may participate in the defense using counsel of its own choosing at its own expense. Client may not, without the affected Indemnitee’s prior written consent, consent to the entry of any judgment or enter into any settlement that imposes any liability or obligation on, or requires any admission or payment by, an Indemnitee, or that does not unconditionally release the Indemnitee from all liability on the claim.

This indemnity is in addition to, and not in limitation of, Client’s other indemnification obligations under these Terms, including under the Data Processing Limitations section.

Insurance

Vicinity shall secure and maintain professional errors and omissions liability insurance (“E&O insurance”) encompassing the services of Vicinity that are the subject of these Terms with limits of one million dollars ($1,000,000) per claim and in the aggregate which shall be effective during the term of any Sales Contract executed under these Terms.

Client shall secure all reasonably required first party and other insurance policies to properly mitigate their risk at their sole discretion and cost.

Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms or any Sales Contract if such failure or delay is due to any cause beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riot, fire, flood, natural disaster, strike or other labor dispute, governmental action, power outage, or other similar cause (each, a “Force Majeure Event”). The affected party shall promptly notify the other party of the occurrence of the Force Majeure Event and shall use reasonable efforts to minimize the effects of such event. The affected party shall be excused from any further performance of its obligations affected by the Force Majeure Event for as long as such event continues and such party continues to use reasonable efforts to resume performance.

Dispute Resolution

Any dispute arising out of or relating to these Terms or any Sales Contract (“Dispute”) shall be resolved exclusively through the following sequential process:

Negotiation. Either Party may initiate dispute resolution by delivering written Notice of the Dispute to the other Party. The Parties shall attempt in good faith to resolve the Dispute through direct negotiation between representatives with settlement authority within thirty (30) days of receipt of such Notice.

Mediation. If not resolved through negotiation, the Parties shall submit the Dispute to mediation conducted by a mediator accredited by the American Arbitration Association or another nationally recognized mediation organization. If the Parties cannot agree on a mediator within fifteen (15) days, either Party may request the American Arbitration Association appoint one. Mediation shall take place in the State of Delaware and conclude within ninety (90) days of the expiration of the Negotiation period. Each Party shall bear its own costs and share the mediator’s fees equally. Both Parties shall participate in good faith with a representative with full settlement authority present at all sessions.

Binding Arbitration. IF NOT RESOLVED THROUGH MEDIATION, EITHER PARTY MAY SUBMIT THE DISPUTE TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN THE STATE OF DELAWARE. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. EACH PARTY SHALL BEAR ITS OWN EXPENSES, INCLUDING ATTORNEY’S FEES.

No Party may commence arbitration without first completing the negotiation and mediation steps above. Statutes of limitations shall be tolled during the pendency of these procedures. Nothing in this section prevents either Party from seeking injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending completion of this process.

Warranty Disclaimer

VICINITY PROVIDES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, FOR THE HARDWARE, SOFTWARE AND PRODUCTS SOLD UNDER ANY SALES CONTRACT. ALL WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. THE ONLY WARRANTIES PROVIDED ARE THOSE OFFERED BY THE ORIGINAL EQUIPMENT MANUFACTURER (“OEM”) OF THE HARDWARE, SOFTWARE OR PRODUCT, AND CLIENT AGREES THAT ANY CLAIMS REGARDING THE PERFORMANCE OR DEFICIENCIES OF THE HARDWARE, SOFTWARE OR PRODUCTS MUST BE DIRECTED TO THE OEM. VICINITY IS NOT RESPONSIBLE FOR ENFORCING ANY WARRANTIES ON BEHALF OF THE OEM.

No Returns or Refunds

ALL SALES OF HARDWARE, SOFTWARE AND PRODUCTS ARE FINAL. VICINITY WILL NOT ACCEPT RETURNS OR PROVIDE REFUNDS FOR ANY HARDWARE, SOFTWARE OR PRODUCTS PURCHASED UNDER ANY SALES CONTRACT. CLIENT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR THE APPLICABLE SALES CONTRACT, VICINITY IS NOT RESPONSIBLE FOR ANY DEFECT OR PERFORMANCE ISSUES IN THE HARDWARE, SOFTWARE OR PRODUCTS, AND CLIENT WAIVES ANY RIGHTS IT MAY HAVE TO RETURN OR EXCHANGE THE HARDWARE, SOFTWARE OR PRODUCTS.

Entire Agreement

These Terms, the Vicinity Acceptable Use Policy, the Vicinity Privacy Policy, and the SOWs incorporated by reference under the Incorporation of Standard Scopes of Work section of these Terms, along with any Sales Contracts and written amendments, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, whether written or oral.

In the event of a conflict between the terms of these Terms and a Sales Contract, the terms of the Sales Contract will govern for that Sales Contract only.

Choice of Law; Jurisdiction and Venue

Except as provided in the Dispute Resolution section of these Terms, these Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware other than its conflict of laws principles. Vicinity and Client agree that in the event that any suit or proceeding is brought in connection with these Terms, such suit or proceeding shall be brought in the state or federal court located in New Castle County, Delaware, and the parties shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts.

Electronic Signatures

Sales Contracts and amendments are signed when a party’s signature is delivered by facsimiles, email or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

Taxes and Expenses

Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client under these Terms.

If Client is a tax exempt entity they shall provide written certification of this status to Vicinity.

Notices

Any Notice required or permitted under these Terms or any Sales Contract shall be in writing and delivered exclusively by one of the following methods: (a) United States Postal Service, certified mail, return receipt requested; (b) nationally recognized commercial courier with tracking and delivery confirmation; or (c) hand delivery with written acknowledgment of receipt signed by the receiving Party.

Notice shall be deemed given: five (5) business days after deposit with the United States Postal Service, postage prepaid; one (1) business day after deposit with a commercial courier; or upon written acknowledgment of receipt in the case of hand delivery.

Notice delivered by any other means (including but not limited to electronic mail, facsimile, voicemail, verbal communication, or text message) shall not constitute valid Notice under these Terms for any purpose.

Notwithstanding the foregoing, invoices, and any pricing changes reflected on invoices pursuant to the Periodic Price Updates section of these Terms, may be delivered by electronic mail to the billing contact designated by Client or through Vicinity’s billing platform, and shall be deemed received on the date sent.

The address for Notice to Vicinity is: Vicinity Group Inc. ATTN: President PO Box 81634 Fairbanks, AK 99708

Client shall provide its address for Notice in the applicable Sales Contract. Either Party may change its notice address by delivering Notice to the other Party in accordance with this section, specifying the new address and the date upon which it becomes effective.

Severability

If any provision of these Terms or any Sales Contract is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, such provision shall be severed from these Terms, and the remaining provisions of these Terms and such Sales Contract shall continue in full force and effect as if such invalid, illegal, or unenforceable provision had never been included.

No Waiver

No waiver by either Party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default, and no failure or delay by either Party in exercising any right, power, or remedy under these Terms or any Sales Contract shall operate as a waiver of such right, power, or remedy.

Assignment

The rights and obligations of the parties to these Terms and any Sales Contract will be binding on, and will be of benefit to, each of the parties’ successors, assigns, heirs and estates. Parties shall provide thirty (30) days advance written Notice of any assignment to the other Party.

Incorporation of Standard Scopes of Work

Vicinity maintains standard Scopes of Work (“SOWs”) for each of its core services.

These SOWs are published at:

Each SOW describes the scope, deliverables, performance standards, and exclusions for the corresponding service. By purchasing or continuing to use any such service, the Client agrees the applicable SOW is incorporated by reference into these Terms. In the event of a direct conflict between these Terms and a particular SOW, the SOW’s terms will control solely for that service. Vicinity may modify its SOWs at any time, and such modifications become effective immediately upon posting. The Client’s continued use of the service thereafter constitutes acceptance of the revised SOW. Unless otherwise stated in an SOW, the term, termination, and other general provisions of these Terms govern all services provided under any SOW.

Last updated: July 23, 2026