IBM YKT High Purity Water - Initial Capacity Upgrade - Leica Cloud File of B/870 High Purity Water Building (August/September 2025)

TERMS OF AGREEMENT FOR RELEASE OF POINT CLOUD SCAN DATA

In connection with the IBM YKT High Purity Water - Initial Capacity Upgrade Leica Cloud File bearing HBA Project Number 108934.0317 (hereinafter “Project”)

SSM has agreed to provide Recipient with Point Cloud Survey Data (“PCSD”) collected by or on behalf of SSM and SSM is willing to provide the PCSD to Recipient under the following terms and conditions:

1. Recipient agrees that the PCSD is not, nor shall it be construed to be, a product. Recipient acknowledges that there are many factors that can render PCSD imprecise or inaccurate and as a result SSM makes no representations, warranties or guarantees regarding the accuracy, correctness or completeness or any other aspect of the PCSD and SSM expressly disclaims all warranties concerning the PCSD, express and implied, including but not limited to the implied warranties merchantability and fitness for a particular purpose. SSM makes no representations, guarantees or warranties concerning actual existing conditions to which the PCSD refers or relates.

2. Recipient agrees that it shall indemnify, defend, and hold harmless SSM from and against any and all claims, suits, actions, demands, losses, damages, costs (including reasonable attorneys’ fees), expenses or other liability of any kind, including those brought against SSM by third parties, arising from or relating to the PCSD, including those caused by SSM’ negligence.  This includes but is not limited to those arising out of or related to: (a) Recipient’s use, misuse or distribution of the PCSD; (b) any breach of these terms and conditions by Recipient; or (c) any claim by third party arising from or relating to the PCSD as used by or provided to recipient. 

3. The Recipient releases, discharges, waives any and all against SSM and its affiliates, directors, officers, employees, agents, consultants, and successors and assigns (the “SSM Released Parties”) from and against any claims, suits, demands, losses, liabilities, costs or expenses (including attorneys’ fees) arising out of or relating to the PCSD including (a) those pertaining to the accuracy, completeness, quality, reliability or fitness of the PCSD for any purpose; (b) Recipients use reproduction, modification, or distribution of the PCSD; or (c) any decisions or actions taken by Recipient or third parties in reliance upon the PCSD.

4. Recipient understands that the media in which any PCSD can deteriorate over time and under various conditions. SSM is not responsible for such deterioration. In addition, any conversion of the format is solely the responsibility of Recipient. The Recipient understands and agrees that the conversion of electronic documents to some other format may introduce errors or other inaccuracies, and Recipient therefore agrees to release the SSM Released Parties from any liability or claims for recovery or damages or expenses arising as the result of such errors or inaccuracies. SSM makes no representation or warranty as to the compatibility of any PCSD with any hardware or software, or from the modification or conversion of the PCSD files into another format and makes no representations, warranties, or guarantees concerning the transformation of the PCSD into Building Information Models.