PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY DIGITALGLOBE PRODUCTS.
This Internal Use License Agreement (the “Agreement”) constitutes a legally binding contract between DigitalGlobe, Inc., a Delaware corporation with offices located at 0000 X. 000xx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000 XXX (“DigitalGlobe”), and you (“Licensee”). This Agreement contains the terms and conditions relating to your access and use of this DigitalGlobe Products.
By selecting “I ACCEPT” upon your registration, or downloading, accessing or using the Products, you are accepting and agreeing to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to the terms and conditions of this Agreement.
TERMS AND CONDITIONS
1. GRANT OF LICENSE. Subject to Licensee’s compliance with this License Agreement during the Term, DigitalGlobe grants to Licensee a non- exclusive, non-transferable, limited license to allow an unlimited number of its Authorized Users (a) to use and develop Derivatives of the Products as permitted in Section 2 below solely for Licensee’s Internal Use; and (b) to store, access, reproduce and display the Products and permitted Derivatives solely for Licensee’s Internal Use. In addition, Licensee may display an extract of the Product or a permitted Imagery Derivative on a public website in a non-extractable and non-downloadable manner as follows:
(i) on one domain name;
(ii) 2048 x 2048 pixels;
(iii) at a resolution no better than resolution of imagery in the Product;
(iv) .png, .tif, .tiff, .gif, .jpg, .jpeg, .jpe, .jfif, .bmp, .pdf; or any format without geo-referencing information;
(v) only collection date/time, vehicle, and band combination metadata can be published with the extract; and
(vi) properly attribute the imagery to DigitalGlobe as required in Section 6 below.
Licensee is responsible for ensuring that its Authorized Users comply with this License Agreement, and Licensee is liable for the acts and omissions of its Authorized Users.
2. USE AND DEVELOPMENT RIGHTS. The license granted to Licensee in Section 1(a) above includes the following use and development rights:
(a) VIEW. Licensee may view the Products and create new imagery from the Products via formatting, editing, digitization, and/or data combination (each, an “Imagery Derivative”); and
(b) ANALYSIS. Licensee may extract geographic features, human-made features, persons or animals and related data from the Products via identification, measurement, and/or analysis (each, a “Feature Derivative”).
4. LICENSE TERM. The term of the Internal Use License for each Product will begin upon delivery of the Product to Licensee or and will continue until July 31, 2018, unless terminated as set forth in Section 11 below.
5. RESTRICTIONS. Licensee recognizes and agrees that the Product is the property of DigitalGlobe and contains valuable assets and proprietary information of DigitalGlobe. Accordingly, except as expressly permitted in Sections 1 through 2 above, Licensee will not, and will not permit any Authorized User to:
(a) Distribute, sublicense, rent, sell, lease or loan the Product or Derivatives to any Third Party;
(b) Use the Products or Derivatives for the business needs of any Third Party, including without limitation, providing any services to any Third Parties;
(c) Remove, bypass or circumvent any electronic or other forms of protection measure included on or with the Product;
(d) Alter, obscure or remove any copyright notice, copyright management information or proprietary legend contained in or on the Product; or
(e) Otherwise use or access the Product or any Derivative for any purpose not expressly permitted under this Agreement, including, without limitation, for Commercial Purposes.
Notwithstanding anything to the contrary contained in this License Agreement, any Third Party Content included in a Product is subject to the terms and conditions of any end user license agreement or additional terms accompanying the Product and/or posted on DigitalGlobe’s website.
6. OWNERSHIP AND ATTRIBUTION. All right, title and interest in and to the Products, including all corrections, enhancements, or other modifications made by DigitalGlobe or any third party, and all Intellectual Property Rights therein are the sole and exclusive property of DigitalGlobe or its suppliers, as applicable. All rights not expressly granted to Licensee in this License Agreement are reserved by DigitalGlobe. Licensee will not delete, alter, cover or distort any copyright, trademark or other proprietary rights notice placed by DigitalGlobe on or in the Products and will ensure that all notices are reproduced on all copies. All Derivatives must include the following copyright notice on or adjacent to the Derivative: [Product] ©
[YEAR] DigitalGlobe, Inc. All right, title and interest, including all Intellectual Property Rights, in and to a Feature Derivative are the exclusive property of Licensee. However, notwithstanding Licensee’s ownership rights in a Feature Derivative, Licensee’s use of a Feature Derivative is subject to the license and use restrictions set forth in Section 1 of these License Terms. All rights not expressly granted to Licensee in these License Terms are reserved by DigitalGlobe.
7. COMPLIANCE WITH LICENSE TERMS
7.1 Certification. Upon DigitalGlobe’s written request, and not more than once per calendar year, Licensee will certify its compliance with the licenses granted under this Agreement. If Licensee is unable to provide this certification, Licensee will work in good faith with DigitalGlobe to convey the proper license type as remedy for any non-compliance. In addition, DigitalGlobe reserves the right to terminate all licenses and this Agreement for non-compliance in accordance with Section 11 below.
7.2 Audit. DigitalGlobe or its authorized representative will have the right to perform an audit to determine Licensee’s compliance with this Agreement and the licenses granted hereunder. Licensee will grant DigitalGlobe auditors access to the business location(s), books and records, employees and/or contractors pertaining to Licensee’s use of the Products. The audit will: (a) require a minimum of thirty (30) days prior written notice; (b) be conducted no more than once per calendar year; (c) be limited to a three (3) year audit period unless non-compliance findings are noted, in which case the audit period can be expanded; (d) be conducted during reasonable business hours; and (e) be subject to reasonable confidentiality requirements.
7.3 Audit Findings. If an audit results in a finding of non-compliance, DigitalGlobe may, at its discretion terminate this Agreement and the DigitalGlobe licenses in accordance with Section 11 below.
8. INDEMNIFICATION BY LICENSEE. Licensee will defend, indemnify and hold DigitalGlobe harmless from and against any claims that may arise against DigitalGlobe out of Licensee’s use of the Products, including a violation by Licensee of Section 12.6 or 12.7 below.
9. LIMITED WARRANTY AND DISCLAIMER. DigitalGlobe warrants to Licensee only that the Products, as delivered by DigitalGlobe, will comply in all material respects with the applicable Product Specification. DigitalGlobe’s sole obligation and Licensee’s exclusive remedy for a breach of this warranty is for DigitalGlobe, at its option and expense, to repair or replace the non-conforming Product. Any claim under this warranty must be made within thirty (30) days after delivery of the non-compliant Product. This limited warranty is void if any non-conformity has resulted from any accident, abuse, misuse, misapplication or modification of or to the Product by anyone other than DigitalGlobe or any breach by Licensee of this Agreement. EXCEPT AS EXPRESSLY WARRANTED IN THIS SECTION 9, THE PRODUCTS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION, CONTENT OR RESULTS, OR CONDITIONS ARISING UNDER ANY OTHER LEGAL REQUIREMENT. DIGITALGLOBE DOES NOT WARRANT THAT THE PRODUCTS WILL BE ACCURATE, CURRENT OR COMPLETE, THAT THE PRODUCTS WILL MEET LICENSEE’S NEEDS OR EXPECTATIONS OR THAT THE OPERATION OF THE PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED. FURTHER, SPATIAL, SPECTRAL AND TEMPORAL ACCURACY IS NOT GUARANTEED.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL DIGITALGLOBE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE TO DATA, INACCURACY OF DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS OR LOSS OF GOOD WILL, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS LICENSE AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. IN NO EVENT WILL DIGITALGLOBE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS EXCEED THE ACTUAL FEES PAID FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS AND STATUTORY CLAIMS.
11. TERMINATION. DigitalGlobe may terminate the Internal Use License upon written notice to Licensee if Licensee materially breaches this License Agreement and fails to cure the breach within thirty (30) days after receiving written notice to do so. Licensee may terminate the Internal Use License at any time by (a) permanently deleting the Products and Derivatives from all devices and systems and destroying any copies on disk; and
(b) certifying to DigitalGlobe in writing that all copies of all Products and Derivatives have been deleted or destroyed. Upon termination or expiration of the Internal Use License, Licensee will (i) stop of use of the Products and Derivatives; (ii) permanently delete the Products and Derivatives from all devices and systems and destroy any copies on disk; and (iii) within ten (10) days following termination or expiration, certify to DigitalGlobe in writing that all copies of all Products and Derivatives have been deleted or destroyed. The expiration or termination of this Agreement does not relieve either party of any obligations that have accrued on or before the effective date of the termination or expiration.
12. GENERAL TERMS
12.1 ENTIRE AGREEMENT. This License Agreement constitutes the entire agreement between the parties with respect to use of the Product and supersedes all previous and contemporaneous agreements, understandings and arrangements, whether oral or written.
12.2 ASSIGNMENT. Licensee may not transfer or assign any of its rights or delegate any of its obligations under this Agreement, in whole or in part and including any transfers by operation of law, without the prior written consent of DigitalGlobe. Any attempted assignment or transfer in violation of this Section will be null and void. This Agreement will be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.
12.3 AMENDMENT. This Agreement may be amended or supplemented only by a writing that refers to this Agreement and that is signed by both parties.
12.4 WAIVER. The failure or delay by a party to require performance of any provision of this Agreement does not constitute a waiver. All waivers must be in writing and signed by the party granting the waiver. The waiver by a party of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or a different right or remedy in a subsequent instance.
12.5 SEVERABILITY. If any provision of this Agreement is invalid, illegal or unenforceable, that provision will be deemed to be restated so that it is enforceable to the maximum extent permissible under law and is consistent with the original intent and economic terms of the invalid provision.
12.6 COMPLIANCE WITH LAWS. Licensee is responsible for its own compliance with laws, regulations and other legal requirements applicable to the conduct of its business and this Agreement, and agrees to comply with all these laws, regulations and other legal requirements including, without limitation, the Foreign Corrupt Practices Act of the United States of America and the Convention on Combating Bribery of Foreign Government Officials.
12.7 INTERNATIONAL TRADE COMPLIANCE. The Products are subject to the customs and export control laws and regulations of the United States and any country in which the Products are manufactured, received or used, including, without limitation, the Export Administration Regulations and the International Traffic in Arms Regulations. Licensee will comply with these laws, regulations and rules in the performance of its obligations under this Agreement. Further, Licensee will not provide Products to blocked, prohibited or restricted individuals and entities as required by the
U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”), including, without limitation, the Denied Persons List, Unverified List and Entity List. Licensee will not knowingly do business with criminal organizations, terrorist organizations or other people or groups, either directly or indirectly, that are likely to use the Products for purposes that are illegal or adverse to the interests of the United States Government or the Company generally. Licensee will provide Company with the assurances and official documents that Company may request periodically to verify Licensee’s compliance with this Agreement.
12.8 GOVERNING LAW AND DISPUTE RESOLUTION. GOVERNING LAW AND DISPUTE RESOLUTION. All matters arising out of or relating to this Agreement will be governed by and construed under the laws of the United States and the State of Colorado, without giving effect to any choice or conflict of law provision or rule. Any suit, action or proceeding arising out of or relating to this Agreement must be instituted in the United States District Court for the District of Colorado or the County or District Courts of the State of Colorado, Denver County, and each party irrevocably submits to the exclusive jurisdiction of these courts. However, each party will have the right at any time to seek a temporary or permanent injunction or other equitable remedy or relief in any court having subject matter jurisdiction anywhere in the world. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
12.9 NOTICES. All notices of termination or breach must be in writing in English and addressed to the other party’s legal department. The email address for notices sent to DigitalGlobe is email@example.com and for Licensee is set forth on page 1. Notice is treated as given upon receipt, as verified by written or automated receipt or electronic log, as applicable.
12.10 CONTROLLING LANGUAGE. This License Agreement is drafted in the English language only. English will be the controlling language in all respects, and all versions of this License Agreement in any other language are for accommodation only and will not be binding on the parties.
“Authorized User” means an employee that is authorized by Licensee to use the Products.
“Commercial Purpose” redistribution, retransmission or publication in exchange for a fee or other consideration, which may include, without limitation:
(a) advertising; (b) use in marketing and promotional materials and services on behalf of a customer, client, employer, employee or for Licensee’s benefit; (c) use in any materials or services for sale or for which fees or charges are paid or received; and (d) use in any books, news publication or journal.
“Derivative” means an Imagery Derivative or Feature Derivative. “Feature Derivative” has the meaning set forth in Section 2(b) above. “Imagery Derivative” has the meaning set forth in Section 2(a) above.
“Intellectual Property Rights” means all past, present, and future trade secret rights, patent rights, copyrights, moral rights, contract rights, trademark rights, service marks, and other proprietary rights in any jurisdiction, including those rights in inventions, software, domain names, know-how, technology, methods, processes, information and technology.
“Internal Use’ means utilization of Products and permitted Derivatives solely for Licensee’s internal business purposes and not for any Commercial Purpose.
“Product” means the following data:
(a) Satellite imagery with a resolution of up to 30cm including 8-band multi-spectral data of:
• Paris, France (CAT IDs 104001001AD4D300 and 1040010018805C00);
• Khartoum, Sudan (CAT IDs 104001000A6A1E00, 1040010009206000);
• Shanghai, China (CAT ID 104001000C924900); and
• Las Vegas, Nevada, United States (CAT ID 10400100137F4900); and
(b) Building footprints of the following areas:
• those areas covered by the corresponding imagery strip CAT IDs identified above not to exceed 400,000 footprints total. Footprints for the selected areas will be provided such that there is full building footprint coverage of areas delivered.
(c) Multi-spectral imagery covering 221 tiles in South East Asia. Tiles are zoom level 19
(d) Multi-spectral imagery and up to 8-bands imagery covering 15 tiles in South East Asia. Tiles are zoom level 19
“Term” means that period of time that Licensee is entitled to use the Product, including the Downloaded Images, as set forth in Section 4 above. “Third Party Content” means any content, software or other data that is not owned by DigitalGlobe.