ARD LICENSE TERMS
These ARD License Terms (the “License Terms”) apply to your use of Maxar's Analysis Ready Data Subscription Services Product (as further defined below, "Product") that you have licensed either from an Affiliate of Maxar Technologies Inc., a Delaware corporation with offices located at 1300 W. 120th Avenue, Westminster, Colorado 80234 USA (“Maxar”) directly or from an authorized Reseller of Maxar. These License Terms are entered into by Maxar and Customer. These License Terms contain the general terms relating to Customer’s access to and use of the Product. The applicable Agreement sets forth the terms pursuant to which Customer purchased the license to use the Subscription Services Product. If the terms of the Agreement conflict with any provisions in these License Terms, these License Terms control unless expressly agreed in writing by Maxar.
1. SUBSCRIPTIONS. Subscription parameters are identified in the applicable Order Confirmation. Descriptions of the parameters are contained in the applicable Product Specification. The subscription term will begin on the Start Date and will continue for the Term set forth in the applicable Order Confirmation, unless terminated in accordance with the Agreement (the “Initial Term”). Customer may renew the subscription by placing a separate Order Confirmation, and paying additional Fees. Unless otherwise set forth in the applicable Order Confirmation, the Renewal Term Fee applicable to any Renewal Term of a Subscription Services Product will be equal to Maxar’s then current Fee on the date of renewal for the applicable Subscription Services Product. If, with respect to any Subscription Services Product, Maxar offers a promotional Fee or discount, unless otherwise set forth in the applicable Order Confirmation, that Fee or discount will only apply to the Initial Term. Customer can add to subscriptions for Subscription Service Products during a subscription Term at the same pricing as the underlying Order Confirmation by using a supplemental Order Confirmation form that references the current Order Confirmation; supplemental data access added to subscriptions at any point during the subscription term will terminate on the same date as then-current subscription term. If Customer’s usage of the Subscription Services Product exceeds the quantity specified in the applicable Order Confirmation and Product Specifications, Maxar will invoice on a per calendar quarter basis, and Customer must promptly purchase and pay, all applicable Fees for the excess quantity. Unless otherwise stated in the applicable Order Confirmation, overage Fees will be equal to the unit Fees set forth in the underlying Order Confirmation for the Product.
2. CONTENT LICENSE AND INTELLECTUAL PROPERTY.
2.1 TITLE AND OWNERSHIP. All right, title and interest in and to the Subscription Services Product, including all Content and all corrections, enhancements, or other modifications thereto made by Maxar or any person at Maxar’s direction, and all Intellectual Property Rights therein are the sole and exclusive property of Maxar or its suppliers, as applicable. All rights not expressly granted to Customer are reserved by Maxar.
2.2 CONTENT LICENSE GRANT. Subject to Customer’s compliance with the Agreement, including, without limitation, payment of all applicable Fees, during the Term, Maxar grants to Customer a non-exclusive, non-transferable, limited license to allow its Authorized Users to store, access, use, and reproduce Content, and create Derivatives of Content solely for Internal Use.
2.3 LIMITED PUBLICATION. If approved by Maxar in writing in each instance, Customer may publish Derivatives of Maxar imagery Content in marketing and promotional materials (each, a "Publication") provided that: (a) the resolution is no better than the resolution of the delivered images; (b) the Derivative of imagery Content is formatted as .png, .tif, .tiff, gif, .jpg, .jpeg, .jpe, .jfif, .bmp, .pdf, or any other format without georeferencing information; (c) only collection date, time, vehicle, and band combination metadata are published; (d) the source Content and Derivatives are non-extractable and non-downloadable from the Publication; (e) the Publications are purely for promotional or marketing purposes, and are not sold, licensed, or distributed in exchange for a fee or other consideration; and (f) the Publication includes an attribution to Maxar on or adjacent to the image in the following form: “[Product] © [YEAR] Maxar Technologies". If Customer wishes to distribute or sublicense to a Third Party copies of, or access to, the Product, Content or Derivatives, Customer must obtain a separate license from Maxar.
2.4 USE RESTRICTIONS. Unless expressly authorized by Maxar in writing in accordance with Section 2.3 above or under a separate License Agreement with Maxar, Customer will not, and will not permit any Authorized User or other Third Party to: (a) distribute, sublicense, transfer, assign, rent, sell, lease, loan, make publicly available, publish any Products or Derivatives; (b) convey access to or use of the Products or Derivatives to anyone other than Authorized Users; (c) use the Product or Derivatives for the business needs of any Third Party, including without limitation, providing any services to any Third Parties; (d) use the Products or Derivatives to improve the accuracy of any other satellite imagery via algorithmic processing or any other method; (e) access or use any Products or Derivatives for purposes of monitoring their availability, performance, content, functionality or any other benchmarking or competitive purposes; (f) remove, bypass or circumvent any electronic or other forms of protection included on or with the Products; (g) delete, alter, cover or distort any copyright, trademark, copyright management information or proprietary legend contained in or on the Products; (h) modify or use the Products or Derivatives in any manner that infringes upon the Intellectual Property Rights of any entity or individual, or violates any applicable laws; (i) reverse engineer, disassemble, decompile, adapt or otherwise attempt to derive the algorithms, source code, databases or data structures upon which the Product is based, but only to the extent this restriction is permitted by law; or (k) otherwise use or access the Products or any Derivative for any purpose not expressly permitted in writing by Maxar.
3. SUBSCRIPTION PRODUCT SERVICES AND MAXAR PLATFORMS. Subscription Services Products are made available to Customer and its Authorized Users online via a Maxar Platform.
(a) Authorized Access. Authorized Users will access Maxar Platforms via the Internet by means of a specific account and passwords provided by Maxar. Customer is solely responsible for the confidentiality, security and use of its passwords and account. Maxar will have the right to rely upon any information received from any person using a password or other security measures assigned to Customer and will incur no liability for this reliance. Customer will use commercially reasonable efforts to prevent unauthorized access to and use of the Subscription Service Products and Maxar Platform and will notify Maxar promptly of any unauthorized use of which it is aware. Customer will ensure that each Authorized User and Group Member complies with the Agreement (including all applicable License Terms) and Customer will be liable for all acts and omissions of Authorized Users and Group Members relating to the Subscription Services Products and Maxar Platforms, including any violation of the Agreement. Customer acknowledges that the Subscription Service Products have the capability to be accessed without regard to geographic location and Customer is solely responsible for ensuring that Customer and its Authorized Users comply with all applicable laws and restrictions, including all export restrictions, related to the use of the Subscription Services Products and all user accounts.
(b) Additional Restrictions on Use. Customer will not, and will not permit any Authorized User or other Third Party to: (i) use the Product or Maxar Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material; (ii) interfere with the operation of the Product or Maxar Platforms or attempt to access data or computing resources not belonging to or intended for Customer; or (iii) use the Product or Maxar Platforms for any activities where the use or failure could lead to death, injury, or property or environmental damage.
4. CUSTOMER CONTENT. Customer is permitted to upload and use certain Customer Content with some Subscription Service Products. Customer will not upload any Customer Content that it does not own or otherwise have a license to use the Customer Content on the Subscription Service Product. Customer’s use of any Customer Content with the Subscription Services Products is subject to all applicable license, use and other rights and obligations relating to the Customer Content and Customer is solely responsible for the accuracy, quality, integrity, legality and appropriateness of the Customer Content used in connection with the Subscription Services Products and obtaining any consents or approvals necessary for using the Customer Content with the Subscription Services Products. Customer grants Maxar and its service providers the right to host, use, process, display and transmit any Customer Content uploaded to a Subscription Service Product and/or Maxar Platform to provide the applicable Subscription Service Product. Maxar, at its discretion, may restrict Customer from uploading certain Customer Content to the Subscription Services Products and/or may require Customer to submit Customer Content to Maxar for evaluation and approval before permitting Customer Content to be uploaded to the Subscription Services Products.
5. SOFTWARE LICENSE. If Customer uses Licensed Software to access the Product, then subject to the terms herein and the Agreement, Maxar grants to Customer during the Term a non-sublicensable, non-transferable, non-exclusive license to install and operate the Licensed Software only on hardware owned or operated on behalf of Customer solely in connection with Customer’s authorized use of the Product during the subscription Term. Customer may make a reasonable number of copies of the Licensed Software solely for backup or maintenance purposes.
6. SUSPENSION AND TERMINATION. In addition to the termination rights in the Agreement, Maxar reserves the right to suspend Customer’s access to Subscription Services Products or terminate the Agreement, effective immediately upon written notice, if Customer fails to pay any portion of the Fees when due within ten (10) days after receiving written notice from Maxar that payment is past due. Maxar may also suspend Customer’s access to Subscription Services Products if Customer’s usage exceeds the usage limits set forth in the accepted Order Confirmation or applicable Product Specification, and Customer fails to pay applicable overage Fees when due. Fees will continue to accrue during any suspension.
7. ACCESS COSTS. Customer is responsible for all Internet, communication, hardware and other costs associated with its Authorized Users’ access to and use of the Subscription Services Products.
8. LIMITED SUBSCRIPTION SERVICE PRODUCT WARRANTY; DISCLAIMER. During the subscription term, Maxar warrants that the
Subscription Service Product(s) ordered will perform materially in compliance with the applicable Product Specifications. Maxar’s sole obligation and Customer’s exclusive remedy for a breach of this warranty is for Maxar, at its option and expense, to: (i) repair or replace the nonconforming Subscription Service Product; or (ii) terminate the applicable license and refund all Fees paid by Customer for the non-compliant Subscription Service Product. This limited warranty is void if any non-conformity has resulted from any accident, abuse, misuse, misapplication or modification of or to the Subscription Service Product by anyone other than Maxar or any breach by Customer of the Agreement. Except as expressly warranted in this article 8, the Subscription Service 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 nonmisappropriation 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. NEITHER MAXAR NOR ITS SUPPLIERS WARRANT THAT THE PRODUCT WILL BE ACCURATE, CURRENT OR COMPLETE, THAT THE PRODUCT WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS OR THAT THE OPERATION OF THE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED. FURTHER, SPATIAL, SPECTRAL AND TEMPORAL ACCURACY IS NOT GUARANTEED.
9. SUPPLEMENTAL DEFINITIONS. The following definitions control over any conflicting definitions in the Agreement with respect to the interpretation of these License Terms. Capitalized terms that are not specifically defined below have the meanings set forth in the Product Terms and Conditions or elsewhere in the Agreement.
"Agreement" means the agreement, including the applicable Order Confirmation and applicable License Terms, pursuant to which Customer purchases a license and receives authorized access to the Product. With respect to a Customer that purchases a license to use the Product from Maxar directly, the Agreement consists of the applicable Order Confirmation and Product Terms and Conditions; and (b) with respect to a Customer that purchases a license to use the Licensed Images from a Certified Reseller, that agreement between the Certified Reseller and Customer.
“Authorized User” means an employee or Contractor that is authorized by Customer or a Group Member to use the Product on behalf of Customer and/or Group Member.
“Content” means all Imagery Products, Information Products, Tasking Products and other imagery, information, analysis, and/or data, including Third Party Content, licensed or made available by Maxar on a Maxar Platform or included in a Subscription Services Product.
“Contractor” means an individual contracted by Customer or a Group Member, either directly or through a consulting company or other entity, to provide services on behalf of or for the benefit of Customer or Group Member.
“Customer Content” means shapefiles, KML files, software, applications, tools, algorithms, models, methods or other data owned or controlled by Customer and uploaded to, used in, or stored by Customer in the Product.
“Group Member” means (a) a single Affiliate of Customer; or (b) a single government agency that is part of the same government level as Customer, to which Customer sublicenses the Product to the extent permitted these License Terms.
"Internal Use" means for the internal business purposes of Customer (subject to those restrictions set forth in Section 2.4 below), and not for redistribution, retransmission or publication to third-parties, whether or not in exchange for a fee or other consideration, and which may include, without limitation: (a) advertising; (b) use in marketing and promotional materials; (c) use to provide services on behalf of a customer or client; (d) use in any applications, products, materials or services distributed or provided to a Third Party for sale or for which any fee, charge or other consideration is paid or received; and (e) use in any books, news publication or journal.
“Licensed Software” means any software made available to Customer by Maxar in order to access a Subscription Services Product.
“Maxar Platform” means a technology platform provided by Maxar, including the computer hardware, software, Tools, and all other resources, upon which applications, processes or other technologies can be hosted and/or developed, used by Maxar to make the Product available to, and usable by, Customer via the Internet.
“Order Confirmation” means that agreement or other document prepared by Maxar that sets forth the Product(s) Maxar offers to license to Customer and related terms, and that is presented to Customer for acceptance. A quotation that includes an estimated Fee is not an Order Confirmation.
“Product” or "Subscription Services Product" means, for the purposes of these License Terms, the Analysis Ready Data Subscription Services Product, including all Content and Tools delivered via a Maxar Platform, and as further described in the Agreement and Product Specification. With respect to use restrictions, any reference to Product (or derivatives thereof) includes the Maxar Platform.
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