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END-USER LICENSE AGREEMENT

This End-User License Agreement (“EULA”) between End-User and SkyGeo is the basis upon which SkyGeo provides Products to licensees. The following terms and conditions represent a legally binding contract between End-User and SkyGeo for use of the Products purchased. This EULA was last updated on January 25, 2020.

 

1 DEFINITIONS

“End user” means an individual who is authorized by Customer to use a Product, for whom Customer has provisioned a subscription, and to whom Customer (or, when applicable, SkyGeo at Customer’s request) has supplied a user identification and password (authentication). End Users includes designated Affiliates such as employees, consultants, contractors and agents of Customer.

“Product” means any imagery, data, product, value-added product, service or work licensed by SkyGeo, including, without limitation, information products, demonstrational data, data viewer interfaces and digital data sets.

“Purchased Product” This includes Product ordered by the Customer under an Order Form. This excludes Product provided to the Customer as “Trial Data” or “Demo Data” as well as Non-SkyGeo Applications and Content, to the extent required by their respective EULA.

“Derivative Product” or “Value-Added Product” means any product or information derived and developed by End-User from the Product that does not contain any source image data from the Product (including a reasonable facsimile thereof) and is irreversibly modified and uncoupled from the Product through higher processing, technical manipulations and/or the integration of additional data.

“Documentation” means information provided with the Product, directly from SkyGeo, which has the aim to provide assistance to the End-User in usage of the Product .

“Customer” means the company or other legal entity which is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms. This means any ONE (1) of the following that accepts the terms of this EULA and is supplied with a Product:

  • One individual;
  • One company or corporation, including subsidiaries, affiliates, or representative offices;
  • One office or department of a civilian federal agency; a branch of a national military or intelligence agency;
  • One state or provincial agency, county, or local government;
  • One non-governmental organization or nonprofit organization; or
  • Any one entity or equivalent to any of the entities listed above.

 

“Customer Data” means electronic data and information submitted by or for Customer to SkyGeo, either directly or indirectly through the Product.

“Order Form” means an ordering document specifying the Product to be provided hereunder, that is entered into between Customer and SkyGeo, including any addenda and supplements thereto. By entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

 

“SkyGeo” means the SkyGeo company described in the “SkyGeo Contracting Entity, Notices and Governing Law” section below.

 

2 ACCEPTANCE OF LICENSING TERMS

End-User accepts and agrees to be bound by the terms of this EULA by doing any of the following: (a) accepting, wholly or partially, a quotation for the supply of the Product; (b) agreeing in writing to the terms of this EULA; (c) downloading, installing, and/or using the Product on a computer or other electronic device. A license granted hereunder is nontransferable, unless otherwise approved in writing by SkyGeo, and SkyGeo reserves all rights not expressly granted by this EULA and/or other signed writing between End-User and SkyGeo.

 

3 GRANTED LICENSE AND PERMITTED USES

In consideration of the mutual covenants herein and for other good and valuable consideration, and conditioned upon End-User’s acceptance of and compliance with all terms of this EULA, SkyGeo grants End-User a limited, nonexclusive, nontransferable license to:

  • Make unlimited copies of the Product for internal use only;
  • Use, alter, and/or modify the Product to create Value-Added Products for internal use;
  • Redistribute Derivative Products without restriction;
  • Make the Product or Value-Added Product available to consultants and contractors for customization with no right to sublicense or otherwise transfer to a third party;
  • Make the Product or Value-Added Product available to Affiliates related in an official capacity to the Customer and Product, to the extent required by law, e.g. an Engineer of Record;
  • Display Products or Value-Added Products on an internet site at full resolution for noncommercial purposes in a non- downloadable, non-interactive fashion that does not allow a third party to access the Product or Value-Added Product as a standalone file and with the proper copyright conspicuously displayed: “Includes material © (Year) SkyGeo All rights reserved.”; and
  • Publish data or Value-Added Products in a non-digital format and for noncommercial purposes in research reports or similar publications with the proper copyright conspicuously displayed: “Includes material © (Year) SkyGeo. All rights reserved.”.

 

4 USE AND PROVISION OF PRODUCTS

4.1 Route to Access

SkyGeo will ensure the Customer can provide End-User access to the Product, where explicitly allowed within the terms of this EULA. Access will be provided by SkyGeo, on request of the Customer, to End-Users specified by the Customer. SkyGeo will ensure a Route to Access is available for the duration of time specified in the Order Form. Upon request by Customer, SkyGeo will make Customer Data available to Customer for export or download as provided in the Documentation.

4.2 Access Expiration

End-Users will be provided access to the Product for the duration of time that is specified in the Order Form and where the number of users does not exceed any limit explicitly stated in the Order Form. If no time limit is specified, SkyGeo withholds the right to apply a time limit of its choosing, which may result in revocation of access at any time, without prior warning. 4.3 Trial Access

If Customer registers for a free trial, SkyGeo will make the applicable Product available to Customer on a trial basis free of charge. These trial data have not undergone any Quality Assurance process of normal Purchased Product and additional trial terms and conditions may appear on the trial web viewer page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. The trial data are for the purpose of evaluation of suitability only and upon request for configuration of an operational Product or Service, and are not guaranteed.

4.4 Product: InSAR (interferometry of Synthetic Aperture Radar data)

The Product is intended to be interpreted and used by End-Users: individuals working for or contracted by Customer that are familiar with the advantages and limitations of InSAR.

End-User is aware that the displacement points shown in the Product or Products is based on parameter estimation of radar reflections and that Products (a) do not constitute an exhaustive overview of all possible displacement points in a certain area, (b) are the result of an iteration process where many reflection points that did not give sufficient or stable or interpretable information have been filtered out, which does not necessarily mean that no displacement has occurred on such a specific location, (c) give accurate information about displacement of a location that can lay within a range of distance to the point indicated on a map of SkyGeo and (d) are the result of and limited by the quality and number of satellite radar images accessible to and processed by SkyGeo.

SkyGeo does not guarantee the suitability of its Products or Portal for the purpose of any of End-Users’ operations or projects.

 

5 SKYGEO RESPONSABILITIES

SkyGeo will:

  1. a) make the Product available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation,
  2. b) provide applicable SkyGeo standard support for the Purchased Product to Customer at no additional charge, and/or upgraded support if purchased,
  3. c) use commercially reasonable efforts to make the Purchased Product available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which SkyGeo shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond SkyGeo’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving SkyGeo employees), Internet service provider failure or delay, Non-SkyGeo Application, or denial of service attack, and
  4. d) provide the Product in accordance with laws and government regulations applicable to SkyGeo’s provision of its Product to its customers generally (i.e., without regard for Customer’s particular use of the Product), and subject to Customer’s use of the Product in accordance with this Agreement, the Documentation and the applicable Order Form.
  5. e) order pro-actively the acquisition of such SAR imagery as to support the provisioning of the Purchased Product where applicable. Acquisition may or may not happen.

 

6 Customer Responsibilities

Customer will:

  1. a) be responsible for End-Users’ compliance with this Agreement, Documentation and Order Forms,
  2. b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Product, and the interoperation of any Non-SkyGeo Applications with which Customer uses the Product,
  3. c) use commercially reasonable efforts to prevent unauthorized access to or use of the Product, and notify SkyGeo promptly of any such unauthorized access or use,
  4. d) use the Product only in accordance with this Agreement, Order Forms and applicable laws and government regulations, and
  5. e) comply with terms of service of any Non-SkyGeo Applications with which Customer uses the Product.

 

Usage Restrictions

  • Unless otherwise agreed in writing between Customer and SkyGeo, Customer and End-User shall not:
  1. a) Make any Product available to anyone other than Customer or End-Users, or use any Product for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form;
  2. b) Sell, resell, license, sublicense, distribute, make available, rent, lease or otherwise transfer or assign any Product to a third party, except as expressly provided in this EULA
  3. c) Modify, copy, or create Derived Product based on a Product or any part, feature, function or user interface thereof;
  4. d) Alter or remove any copyright notice or proprietary legend contained in or on the Product;
  5. e) Permit direct or indirect access to or use of any Product in a way that circumvents a contractual usage limit, or use any Services to access or use any of SkyGeo intellectual property except as permitted under this Agreement, an Order Form, or the Documentation;
  6. f) Use the Product or a Value-Added Product for any purpose not expressly permitted under this EULA;
  7. g) Except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Product or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Product, (3) copy any ideas, features, functions or graphics of the Product, or (4) determine whether the Product are within the scope of any patent.

7 INTELLECTUAL PROPERTY

The Products and data contained therein are owned by SkyGeo or its licensor and protected by the laws of The Netherlands and applicable international laws, treaties and conventions regarding intellectual property or proprietary rights. SkyGeo or its licensor retains all rights, title, and ownership interest not granted herein in and to all copies of the data and/or Products licensed under this EULA. From the date of acceptance of this EULA by one of the means listed above, End-User agrees to employ all reasonable efforts to protect the data and/or Products, or any part thereof, from unauthorized use, distribution, disclosure, or publication. SkyGeo or its licensor retains all rights over its trademarks.

 

8 PROPRIETARY INFORMATION

End-User acknowledges and agrees the Product contains information proprietary to SkyGeo or its licensor. End-User shall not alter or remove any copyright notice or proprietary statement contained in or on the data and Products, unless otherwise agreed by SkyGeo. Furthermore, End-User agrees to impose this same obligation on any Affiliate, contractor or consultant engaged.

 

9 THIRD-PARTY DATA

The Product may also contain information, data and/or products proprietary to third parties, such as suppliers of synthetic aperture radar (SAR) data. SkyGeo does not take responsibility for the data of third parties and the ownership and use of this data is defined by a separate agreement between SkyGeo and the third party.

SkyGeo cannot be held liable for suppliers’ ability to provide commercial satellite imagery on a routine subscription basis.

 

10 LIMITED WARRANTY

SkyGeo warrants it has sufficient rights in the Products to make these available to End-user under the terms of this EULA. SkyGeo makes no warranties as to the suitability of the data and/or Products or their fitness for End-User’s requirements or intended purposes. SkyGeo makes no warranties that the data and/or Products are free of errors, defects, or omissions, or that the operation and use of the data and/or Product will be error-free, or that all nonconformities can or will be corrected.

EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, SkyGeo DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT.

SkyGeo DOES NOT WARRANT THAT THE PRODUCTS WILL MEET END-USER’S NEEDS OR EXPECTATIONS, OR THAT OPERATIONS OF THE PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED.

In case a Product supplied is defective as demonstrated by End-User and acknowledged by SkyGeo, a SkyGeo representative will attempt to improve and replace the Product. Any such claim for remedy should be sent in writing by End-User to the appropriate SkyGeo representative within fourteen (14) calendar days of delivery of the Product to End-User.

 

11 LIMITATION OF LIABILITY

In case of intentional harm or gross negligence on the part of SkyGeo in performance, SkyGeo is liable according to the provisions of applicable law.

SUBJECT TO THE PROVISIONS ABOVE AND THE EXTENT TO WHICH APPLICABLE LAW REQUIRES LIABILITY, SkyGeo WILL NOT BE LIABLE TO END-USER FOR COSTS OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS OR OTHER BUSINESS COMMITMENTS; LOST GOODWILL; OR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS EULA OR THE USE OF THE DATA AND/OR PRODUCTS.

Any liability not expressly provided for above is disclaimed. No liability can be derived from statements by SkyGeo employees. Data is provided as-is. Any interpretations or statements, or lack there-of are exempt from liability. Customer is solely responsible for any action or lack thereof based on InSAR data interpretation.

 

12 INDEMNIFICATION

End-User shall indemnify SkyGeo against all loss, damages, claims, expenses, or attorney’s fees sustained by or asserted against SkyGeo arising from or connected with End-User’s breach of any provision of this EULA.

 

13 TERM AND TERMINATION

This EULA runs for an unlimited term. End-User shall, upon request by SkyGeo, provide reasonable assurances to SkyGeo that use of the Products is consistent with the permitted uses under the EULA. SkyGeo is entitled to terminate this EULA with immediate effect by notice in writing if End-User breaches any provision of this EULA. In this case, End-User will have no claim to any remedy or refund of license fees paid. In the event End-User uses the Products in an unauthorized manner, or otherwise violates this EULA, SkyGeo may, at its option, select any one or more of the following remedies in addition to any remedy available at law: (i) demand return of the Products; (ii) enjoin End-User’s use of the Products; (iii) charge End-User a fee appropriate to End-User’s actual use of the Products; or (iv) charge End-User for reasonable inspection and enforcement costs. Upon such termination, End-user shall delete all data and Products upon demand by SkyGeo, and End-user shall provide evidence of deletion upon request by SkyGeo.

 

14 SKYGEO CONTRACTING ENTITY, NOTICES AND GOVERNING LAW

The SkyGeo entity entering into this Agreement is SkyGeo Netherlands BV. The address to which Customer should direct notices under this Agreement is SkyGeo Netherlands BV, Oude Delft 175, 2611 HB Delft, The Netherlands. The exclusive jurisdiction and venue for any legal action arising out of this EULA will be the court of The Hague, The Netherlands.

 

15 COMPLETE AND BINDING EULA

Subject to any specific terms of an order for Products incorporating this EULA, this EULA constitutes the complete and exclusive understanding between End-User and SkyGeo relating to its subject matter, and supersedes all prior and contemporaneous representations, correspondence, proposals or license agreements, whether oral or written. If any provision is determined to be invalid or unenforceable, the remaining provisions of this EULA will continue to be valid and enforceable. SkyGeo’s failure to enforce any of the provisions in this EULA will not constitute a waiver of its right to do so.