1 PARTIES AND THE CONTRACTUAL RELATIONSHIP
1.2 The Service provides satellite data based processed data, products, analysis and monitoring services, and high resolution, continuously updating map layers based on satellite data and images (together "Data"). Customer can view the result and images via online web service or the Data can be integrated to other systems.
1.3 The Service is available only to corporate clients with business ID.
1.4. By using or accessing the Service in any way, Customer acknowledge, represent and warrant that Customer have reviewed these Terms of Service, have the right to accept these Terms of Service and agree to be bound by these Terms of Service. If Customer do not agree to these Terms of Service, please do not access or use the Service.
2 THE SERVICE
2.1 The Service is offered to Customer pursuant to these Terms of Service. The Service is provided by using data as a service (“DaaS”) delivery and servicing model, in which the Data provided to Customer as part of the Service is hosted by Terramonitor, or its subcontractors, and made available to Customer over the Internet. Customer are granted by Terramonitor the right to use the Service upon acceptance of these Terms of Service and subject to proper payment of the applicable Fees (as defined below) and otherwise fulfilment of the other obligations stated in these Terms of Service.
2.2 The Service is scalable geographically in any part of the world but the Areas of Interest (AOI) can be restricted to customer AOI. AOI is defined in the contract or can be defined by the actual usage of the Service by the Customer.
3 USE OF THE SERVICE
3.1 As a prerequisite to use the Service, customer will be required to provide mandatory registration information, such as Your name and email address that will need to be valid and up-to-date.
3.2 Customer agree, at all times, to use the Service fully in compliance and in accordance with these Terms of Service. In the event Terramonitor considers that there has been a violation of these Terms of Service, Terramonitor shall have the right, at its sole discretion, to terminate Your user account and/or suspend the provision of the Service to Customer without notice.
3.3 Customer is solely responsible for any activities or omissions that occur through Your user account. Only Customer employees are allowed to access the Service with Your user account and password. Customer agree to keep Your user account and Your password confidential and secure from third parties and agree to ensure that third parties do not use the Service with Your user account. Customer will not create multiple user accounts or user accounts for any other party than Customerrself.
3.4 Customer represent and warrant that any and all information Customer provide to Terramonitor at any time (including without limitation when registering Your user account) will be true, accurate, current and complete, and Customer agree to update such information as necessary.
3.5 Customer agree to use the Service in compliance with applicable laws and regulations at all times. Customer may not use the Service for any illegal, unauthorized, inappropriate or unethical purpose or activities. Customer further agree to comply with reasonable guidelines, whether in writing or communicated otherwise, by Terramonitor for the use of the Service.
3.6 Customer shall at all times be responsible for the maintenance, use and availability of Your own network connections to the Service including but not limited to their functionality and interoperability with the Service and suitability for any purpose.
4 TERMS RELATING TO THE SERVICE AND THE DATA
4.1 Terramonitor provides the Service through its website or via integration interface, which provides You access to the Data. These Terms of Service describe under what conditions the Data is provided, how Customer are allowed to use the Data and what your rights and obligations are when using the Data in your own products or services.
4.2 Terramonitor and/or the third parties with which it is cooperating hold the ownership and the intellectual property rights to the Service and the Data. Terramonitor hereby grants Customer a non-exclusive, non-assignable, non-transferable and revocable license to use the Service and the Data in accordance with these Terms of Service.
4.3 Customer may only connect to the Service and the Data in the way set out in our instructions and Customer are not entitled to use any technical means to gain unauthorized access to, disturb or deactivate the Service or the Data. This includes, but is not limited to, that you undertake not to introduce viruses, worms, Trojan horses or other forms of malware on the website where the Service and the Data is provided.
4.4 You are not entitled to use the Service or the Data for products and services which in effect resell access to the Data to third parties.
4.5 You are aware of and accept that Terramonitor does not commit to, or provide any warranties regarding the quality, security, reliability, availability or performance of the Service or the Data. Customer cannot expect that the Data is error free, free from security issues, updated, or a suitable data source for the products or services you intend to use the Data for. You are aware and accept that you use the Data at your own risk and that Terramonitor is not liable for any indirect damage, which customer may suffer due to your use of, respectively your inability to use, the Service or the Data.
4.6 You undertake to indemnify Terramonitor, our partners, shareholders, subsidiaries, agents, insurers, successors and officers, directors, and employees including any members of the board of Terramonitor against any claims from third parties pertaining to your use of the Service or the Data in breach of these terms of Service. The obligation to indemnify Terramonitor includes any legal costs (e.g. attorney's fees) that Terramonitor may have due to your use of the Service or the Data in breach of these Terms of Service.
4.7 Terramonitor reserves the right to, based on its reasonable assessment and following a reasonable notice to Customer, permanently or temporarily discontinue the Service or the Data in part or in its entirety.
4.8 The products and services are intended only for visual viewing via Terramonitor service, not for example for machine-reading utilization or downloading Data from the service. Use of the Service and Products may be limited in time, data transfer or otherwise, and any contractual exceedings may be charged in a manner equivalent to the base fee.
5.1 Terramonitor would like to receive input, suggestions and other feedback (“Feedback”) on the Service and any of its individual components. Feedback includes, without limitation, materials as well as ideas or know how (whether presented orally, in written form or otherwise).
5.2 With respect to such Feedback, Custo mer hereby grant Terramonitor, under all Your intellectual property and proprietary rights, the worldwide, non-exclusive, perpetual, irrevocable, royalty-free rights (1) to use, copy and modify Feedback and to create derivative works thereof, (2) to make (and have made), use, import, sell, offer for sale, lease or otherwise distribute any products or services of Terramonitor containing Feedback, and (3) to sublicense the above rights to the extent a license is necessary for using products or services of Terramonitor.
6 TERM AND TERMINATION
6.1 The service is valid on a monthly or annually basis unless otherwise agreed in the contract.
6.2 In case of annual subscription, the subscription will continue one 12 months period at a time unless terminated by either You or Terramonitor at least 60 days prior to the end of the pending 12 months period. In case of monthly subscription, the subscription will continue one monthly period at a time unless terminated by either You or Terramonitor at least 14 days prior to the end of the pending monthly period.
7 FEES AND CHARGES
7.1 Service fees and charges ("Fees") are shown in the contract
7.2 Customer understands and agrees that normal carrier data rates and fees are applicable when using the Service.
7.3 All Fees are defined without value added tax (VAT) or any other applicable sales tax, which shall be added to the Fees in accordance with the then-applicable tax laws and regulations.
7.4 The terms of payment of each invoice shall be fourteen (14) days net from the date of the invoice.
7.5 Overdue interest on any amounts overdue shall be 12% p.a. If Customer fails to pay any Fees within thirty (30) days from the date such Fees have fallen due, Terramonitor shall have the right, in its sole discretion, to suspend the performance of its obligations under these Terms of Service.
8 CHANGES TO THE SERVICE
8.1 Terramonitor may change or amend these Terms of Service (including, but not limited to, the Fees) at any time by posting the changed information and documents at the website and/or by using its reasonable efforts to inform Customer of the change via email, in the Service or otherwise. Should You not wish to continue to use the Service under such amended Terms of Service, You may terminate these Terms of Service to end at the end of Your current subscription period by informing Terramonitor of such termination. By continuing or resuming using the Service following such changes or amendments, You agree to be bound by the changed or amended Terms of Service.
8.2 Terramonitor has the right to change, modify or update the Service or any part thereof at any time. Terramonitor undertakes to use at its discretion reasonable efforts to inform You in advance of any material changes to the Service that may affect Your use of the Service in an adverse way.
8.3 Terramonitor shall always be entitled but shall have no obligation to make such changes to the Service that (a) concern or relate to the production environment of the Service and do not have a material adverse effect on the agreed contents of the Service, (b) are necessary to prevent any data security risk to the Service, or (c) result from law or from an administrative order.
8.4 Terramonitor shall be entitled to terminate Your access to the Service with immediate effect and without any obligation to pay damages or any other liability to You where You have used or allowed any third party to use of the Service contrary to this Agreement or when a serious data security threat so demands.
9 INTELLECTUAL PROPERTY RIGHTS
9.1 Terramonitor and Satellio name and logo are trademarks of Satellio Oy, and You agree not to use such trademarks without the prior written permission of Satellio Oy. You may not attempt to reverse engineer, de-encrypt or otherwise derive the design, internal logic, structure or inner workings (including algorithms and source code) of the Service.
9.2 You acknowledge and agree that the Service provided pursuant to These Terms of Service do not include any grant of rights or license to Terramonitor's intellectual property rights, except for a limited, non-exclusive and non-transferable right to use the Service and the Data for Your own internal business purposes in accordance with these Terms of Service. All intellectual property rights in and to the Service, in all languages, formats, and media throughout the world and any modifications or amendments thereof are vested in and shall be the exclusive property of Terramonitor and its licensors.
10 WARRANTIES AND LIMITATION OF LIABILITY
10.1 The Service is provided at all respects "AS IS" and "AS AVAILABLE" basis without any warranty of any kind, and You are solely responsible for Your use of the Service. Customer acknowledges and agree that Terramonitor shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service. Terramonitor shall have no liability towards Customer and Terramonitor shall not be responsible for unavailability or any other failure of the Service or any damages possibly caused by such failure or unavailability.
10.2 To the maximum extent permitted by law, Terramonitor shall not have any responsibility for indirect, incidental, punitive or consequential damages, such as loss of profits, loss of turnover or damages caused by a decrease or interruption on turnover or production in any way arising in context of the service.
10.3 To the Maximum extent permitted by applicable law Terramonitor makes no representations, conditions, terms, undertaking, obligations or warranties, concerning the service expressed or implied, except as expressly provided herein, and expressly disclaims (and excludes) to the maximum extent permitted by applicable law any and all other warranties, representations, terms, undertaking, obligations or conditions implied by statute, common law, custom, trade usage, course of dealing or otherwise, including, but not limited to, any implied warranties, conditions or undertaking of merchantability, satisfactory, quality, or fitness for a particular purpose. In any case Terramonitor’s total aggregate liability arising out of or in connection with the agreement for any and all damages shall not exceed an amount equal to twenty percent (20%) of the fees (excluding VAT) paid by Customer to Terramonitor during six (6) months period immediately preceding the event giving rise to the liability. Terramonitor is not liable for any damages unless the claim regarding the damages is presented by You against Terramonitor within a period of three (3) months from the date you became aware of or should have become aware of the event giving rise to the liability.
10.4 The limitations of liability shall not apply to damages caused by wilful misconduct or gross negligence or to damages that relate to transfer, copying or use of the Service that is contrary to these Terms of Service or law.
11 OTHER PROVISIONS
11.1 These Terms of Service constitute the entire agreement between You and Terramonitor with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between Customer and Terramonitor with respect to the subject matter of these Terms of Service.
11.2 If any provision of these Terms of Service is held unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect.
11.3 No failure to exercise, nor any delay in exercising, by Terramonitor, of any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further exercise thereof or the exercise of any other right or remedy.
11.4 You may not assign these Terms of Service or any of Your rights and obligations hereunder to any third party. Terramonitor may assign these Terms of Service and any of its rights and obligations hereunder to its affiliate or a third party at any time without notice.
11.5 Terramonitor shall have the right to use its relationship with You in its marketing and sales promotion activities as follows:
11.5.1 use Your trade name, trademark, logo and other commercial designations on its website and customer and partner listings (whether in electronic or in paper format).
11.5.2 and make a press release regarding Your use of the Service and other products or services.
11.6 Terramonitor shall not be liable for any delays or non-performance of its obligations or any damages caused by an impediment beyond its reasonable control, which it could not have reasonably taken into account at the time of concluding an agreement based on these Terms of Service, and whose consequences it could not reasonably have avoided or overcome. For instance, errors in satellite data distribution or in public communication networks or electricity supply shall constitute such an impediment. Strike, lockout, boycott and other industrial action shall constitute a force majeure event also when the party concerned is the target or party to such action. A force majeure event suffered by a subcontractor of Terramonitor shall also discharge Terramonitor from liability, if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time. Terramonitor shall without delay inform You in writing by posting the relevant information at the website of a force majeure event and the termination of the force majeure event.
12 APPLICABLE LAW AND DISPUTE RESOLUTION
12.1 These Terms of Service shall be governed by and construed in accordance with the laws of Finland, excluding its choice of law provisions.
12.2 All disputes arising out of or relating to these Terms of Service shall be finally settled in arbitration by one arbitrator in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki, Finland and the language to be used in the proceedings shall be English.
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