TERMS OF USE

 

This End-User License Agreement (“EULA”) between End-User and SkyGeo Netherlands BV (“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.

DEFINITIONS
“End-User” 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;
• One office or department within an international organization, institution, or agency, including the United Nations or European Union; or
• Any one entity or equivalent to any of the entities listed above.

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

Derivative 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.

Value-Added Product” means any product generated by End-User that contains source image data from the Product (including a reasonable facsimile thereof) and by modifying the Product through higher processing, technical manipulations and/or the integration of additional data.

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 .

GRANTED LICENSE AND PERMITTED USES
In consideration of the mutual covenants herein and for other good and valuable consideration, and conditioned upon End- 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;

• 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 Netherlands BV 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 Netherlands BV. All rights reserved.”.

Unless otherwise agreed in writing between End-User and SkyGeo , End-User shall not:

• Sublicense, sell, rent, lease, or otherwise transfer or assign the Products to a third party, except as expressly provided in this EULA;
• Copy or otherwise reproduce the Products except as provided in this EULA;
• Use the Product or a Value-Added Product for any purpose not expressly permitted under this EULA; or
• Alter or remove any copyright notice or proprietary legend contained in or on the Product.

LICENSE UPGRADE
To redistribute the Products or Value-Added Products for commercial purposes or any other purpose not permitted by this EULA, End-User must request additional licensing from SkyGeo . Licensing allowing additional uses may be granted to End- User upon the conclusion of a license upgrade (“License Upgrade”) for which the appropriate license fees will have been paid. The relevant License Upgrade will be attached as an amendment to this EULA. The inclusion of the Products or imagery and data contained in the Products in any product for resale or distribution is considered value-added work and is NOT allowed under this EULA without purchasing the necessary License Upgrade.

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.

PROPRIETARY INFORMATION
End-User acknowledges and agrees the data and/or Products contain 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 contractor or consultant engaged.

LIMITED WARRANTY
SkyGeo warrants it has sufficient rights in the data and/or 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 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.

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.

INSAR (interferometry of synthetic aperture radar data)
The Products and Portal are intended to be interpreted and used by individuals working for or contracted by End-User that are familiar with the advantages and limitations of INSAR.

End-User is aware that the deformation reflection points shown in the Product or Products or on the Portal (a) do not constitute an exhaustive overview of all possible deformation 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 deformation has occurred on such a specific location, (c) give accurate information about deformation 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.

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.

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 .

APPLICABLE LAW
The laws of the Netherlands, excluding conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods, will govern all matters relating to this EULA. The exclusive jurisdiction and venue for any legal action arising out of this EULA will be the court of The Hague, The Netherlands.

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.