Last Update: July 2022
WHEREAS, Satellogic owns or has the right to grant licenses to those the perpetual (if fully paid and in conformance with the Agreement) right to use a copy or copies certain satellite-generated Imagery, data, analysis, and other services as set forth herein and in an applicable Imagery Contract Form; and
WHEREAS, Reseller / Customer desires to obtain a license the right to use such Imagery subject to the terms hereof and as further set forth in an applicable Imagery Contract Form.
NOW, THEREFORE, in consideration of the mutual promises, agreements and conditions stated herein, the Parties agree as follows:
1. Agreement for Copyrighted Imagery
1.1 Rights Grant. Subject to the terms and conditions of this Agreement (and unless otherwise explicitly set forth to the contrary in an applicable Imagery Contract Form), Satellogic hereby grants to Partner / Customer a limited, nontransferable, nonexclusive, non-sublicensable, non-assignable, perpetual (if fully paid and in conformance with the Agreement) right to use the Platform and the Imagery (the “Materials”) for use solely as set forth in the applicable Imagery Contract Form, for the term of this agreement and upon termination, so long as termination is not a result of breach of these Terms. Customer may not pass to any Third Party the rights granted to Customer in this section 2.1. Customer will ensure that each Authorized User complies with these Terms. Customer will be liable for all acts and omissions of its Authorized Users relating to the Imagery or any violation of these Terms. A breach of these Terms by an Authorized User is deemed to be a breach by Customer. If Customer wants to share usage right to the Imagery to an Affiliate of Customer, Customer must purchase a Group Agreement.
(a) This rights grant authorizes use for: store, access, evaluate, use and reproduce the image for the sole purpose of Partner /Customer’s Internal Use process, modify, augment, enrich, adapt, and create Derivatives (in order to make minor adaptations to the extent needed to make proper use for the Stated Business Purpose) of the image by means including editing, formatting, digitization; or via extraction of geographic features, man-made features, persons, or other related data via identification, analysis, measurement, and store, access, evaluate, use, and reproduce those Derivatives solely for end Customer’s Internal Use or Stated Business Purpose (excluding downstream monetization or distribution including resale); subject to the attribution requirements set forth in Section 2.2 of this Agreement. Partner / Reseller end customers are restricted to internal use only in accordance with this EULA. If Distributor / Customer creates products or analytics based (in whole or in part) on any Imagery, such products must not be distributed outside of the provisions of this EULA and, in no instance, be reversible or able to be uncoupled from the original source Imagery. Distributor / Customer may take appropriate measures to use the imagery in their work, publications (if applicable), websites, so long as providing attribution in accordance with this Agreement.; and use such Derivatives, in accordance with this Agreement, without any imposed delay or review by Satellogic.
The selection of any additional rights will be checked below. In the absence of any selection below, the non-group, commercial license grants stipulated above comprise the full extent of rights granted. Please note that pricing differences are applied based on the rights granted.
⬚ Group Commercial Rights. Group rights include provision to share the imagery for internal business use or the stated business purpose with more than one individual within the Customer’s organization and with the Customer’s named affiliates within their Agreement. All others rights, restrictions and terms herein apply.
⬚ Exclusivity Rights. Exclusivity per the below period will be applied to all custom tasked images purchased under this Agreement with exclusivity. All others rights, restrictions and terms herein apply.
⬚ 48 hours (returns to archive after 48 hours from capture)
⬚ 30 days (returns to archive after 30 days from capture)
⬚ Permanent (does not return to archive)
⬚ Government Rights. Government rights are available solely to national, provincial and local government organizations. Exclusivity of 30 days applies to all government custom tasking. Government customer has the right to share imagery for internal use only with peer agencies and contracted public sector Affiliates as may be named in the Agreement or Order Form (Authorized Users). All others rights, restrictions and terms herein apply. The below clause is also included.
Government Rights. No technical data or computer software is developed under this Agreement or any Imagery Contract Form. The Licensed Materials provided hereunder are “commercial items”. If this Agreement fails to meet the Government’s needs or is inconsistent in any way with Federal law, and the Parties cannot reach a mutual agreement on terms for this Agreement, the Government agrees to terminate its use of the Licensed Materials and return the Licensed Materials and any other software or technical data delivered as part of the Licensed Materials, unused, to Satellogic. This Government Rights clause in this Section is in lieu of, and supersedes, any other provision or supplemental regulation that addresses Government rights in computer software or technical data under this Agreement.
⬚ Marketing / Media Rights. Marketing / Media rights are available solely to verifiable, recognized media outlets and established professional journalists. Exclusivity of 48 hours applies to all marketing / media custom tasking. Marketing /media customer has the right to share imagery in their reporting and publications with proper attribution (as applies to all licenses) and with their Affiliates as may be named in the Agreement or Order Form (Authorized Users). All others rights, restrictions and terms herein apply.
1.2 Entitlement and Use. Employer or client. If you are purchasing on behalf of your employer or client, then your employer or client can use the content. In that case, you represent and warrant that you have full legal authority to bind your employer or client to the terms of this Agreement. If you do not have that authority, then your employer or client may not use the content. The perpetual (if fully paid and in conformance with the Agreement) right to use a copy of the Imagery may only belong to you or your single and specific employer or client, depending on who is named as the “Customer” at the time of purchase. In other words, if you purchase a royalty-free image, only one of you (and not both) may re-use that image for multiple projects.
1.3 Restrictions. In accordance with the United Nations Office of Outer Space Affairs provisions, the Services that Satellogic provides are intended for peaceful use only, and shall not be used to aid in acts of offensive armed aggression, terrorism, violations of law, or discrimination. You represent, warrant, and agree that you will not contribute any Materials or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that aids or implements practices violating basic human rights or civil liberties of any person; that may further a military or political objective; or creates, or assists in the creation of, databases of identifying information for any government to abrogate any human rights, civil rights, or civil liberties of individuals on the basis of race, gender or gender identity, sex, sexual orientation, religion, or national origin, age, disability, marital status, citizenship, genetic information or any other characteristic.
Partner / Customer shall not use the Materials for any purpose except as expressly set forth in the Partner / Customer Agreement, applicable Image Contract Form, and this End User Rights Agreement. By way of example, and without limiting the generality of the preceding sentence, Partner / Customer does not have the following rights: (a) make copies of the Materials for purposes of distribution to the public by sale or other transfer of ownership, or by rental, lease or lending; (b) alter, remove, or obscure any proprietary notices, watermarks or legends included or embedded in the Materials; (c) use the Materials in violation of applicable laws or regulations; (d) develop and distribute, share or monetize Value Added Products to end customers in the absence of an Integrator Agreement (e) adapt, alter, publicly display, publicly perform, translate, create derivative works (except as provided in section 1.1) of, or otherwise modify the Materials; (f) pass or share such usage rights, lease, rent, loan, transfer, or distribute the Materials to any third party; (g) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Platform; (h) the right to make a public performance of the Materials; (i) the right to publicly display the Materials; or (j) allow third parties to access or use the Materials, including without limitation in any application service Partner / Customer environment, service bureau, or time-sharing arrangements. The following restricted uses also apply.
In addition, you represent, warrant, and agree that you will not contribute any Materials or User Submission (defined below) or otherwise use the Services or interact with the Services in a manner that permits anyone to do any of the following:
- infringes or violates the intellectual property rights or any other rights of anyone else (including Satellogic);
- violates any law or regulation, including any applicable export control laws;
- disseminates material that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, malicious or otherwise objectionable;
- jeopardizes the security of your Satellogic account or anyone else’s (such as allowing someone else to log in to the Services as you);
- attempts, in any manner, to obtain the password, account, or other security information from any other user;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- runs maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Materials (through use of manual or automated means);
- copies or stores any significant portion of the Materials (even if merged with other materials), other than as expressly permitted herein;
- decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services (except to the extent the foregoing reverse-engineering prohibition is prohibited by applicable law);
- transmits viruses, trojan horses, or any other malicious code or program;
- is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- engages in any other activity reasonably deemed by Satellogic to be objectionable and/or to be in conflict with the spirit or intent of these Terms;
- sells, grants rights, transfers, shares or discloses the Materials or Services in any manner not expressly permitted herein;
- alters or removes any copyright notice or proprietary legend contained in or on the Materials or Services, or removes, obscures, or alters any terms of service or any links to or notices of those terms (including without limitation these Terms), or any copyright, trademark, or other proprietary rights notices;
- redistribute or sell any part of Satellogic’s products or services or creates a new product or service based on Satellogic’s products or services (unless you use the Satellogic APIs in accordance with their terms of service);
- mass downloads or creates bulk feeds of the Materials;
- creates or augments any other mapping-related dataset (including a mapping or navigation dataset, business listings database, mailing list, or telemarketing list) for use in a product or service that is a substitute for, or a substantially similar service to, Satellogic’s products or services;
- if you use content that features property in connection with a subject that would compromise or be found unduly controversial to a reasonable person, you must indicate: (1) that the content is being used for illustrative purposes only;
- redistribution of Satellogic Imagery that reveals or otherwise displays an anomaly or otherwise unflattering artifact of the image is strictly prohibited;
- imagery shall not be used in a way that violates any one’s right of privacy or publicity or that is otherwise unlawful or that violates the standards of any applicable jurisdiction;
- imagery shall not be used in a manner that may suggest an affiliation with or endorsement of any political party, person, or entity, or in a manner that promotes a partisan agenda or advocates illegal or immoral activities. In no way shall the use of the Imagery disparage or impugn the integrity of Satellogic or any of its products;
- remove or modify any Material and / or Service markings or any notice of Satellogic’s or its affiliate’s or licensor’s proprietary rights;
- make the Material and / or Service available in any manner to any third party outside of the provisions of this Agreement;
- use the Material and / or Service to provide third party training;
- create derivative works, with the exception of minor adaptations, based on the Material or Service;
- disclose results of any Material or Service benchmark tests without Satellogic’s prior written consent;
- use any Satellogic or affiliate name, trademark or logo; or
- use imagery, in whole or in part, with other people’s products or services for or in connection with real-time navigation or autonomous vehicle control, except through a specific Satellogic-provided feature.
(a) Restricted Uses – Without Additional Rights Purchase.
(i) No ‘On Demand’ Products. Unless you purchase custom rights, you may not use content in connection with “on demand” products including, without limitation (this includes the sale of products through custom designed websites).
(ii) No Electronic Templates. Unless you purchase custom rights, you may not use content in electronic or digital templates intended for resale or other distribution.
(iii) No Use in Trademark or Logo. Unless you purchase custom rights, you may not use content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content).
(iv) No Technology Use to Identify Natural Persons. No machine learning, AI, or biometric technology use, including use of content including any caption information, keywords or other metadata associated with content designed or intended for the identification of natural persons.
(v) Images Depicting Military Operations. Redistribution of images depicting military operations are prohibited without the express, documented consent of Satellogic.
(vi) Redistribution of Satellogic Imagery to a third party via an API, web service, FTP, or other data transfer protocol is prohibited without the purchase of a Commercial Redistribution Rights Grant.
1.4 Ownership of Materials. Partner / Customer recognizes and agrees that the Materials and all right, title and interest therein and thereto, including all intellectual property rights, shall at all times remain the property of and are retained by Satellogic, its affiliates and/or licensors, and are provided to Partner / Customer on a confidential and restricted basis. All rights, title, and interest, including all Intellectual Property Rights, in and to enhancements or modifications made by Partner / Customer in the creation of a Derivative and any new material contributed by Partner / Customer in the creation of a Derivative, but specifically excluding materials owned by Satellogic are the exclusive property of Partner / Customer. However, notwithstanding the ownership rights of Customer in the enhancements, modifications and contributed materials, use of a Derivative by Customer is subject to these usage rights and use restrictions set forth in Sections 1.3 of these Terms. All rights not expressly granted to Partner / Customer in these Terms are expressly reserved and held by Satellogic.
1.5 Availability of Imagery. This Agreement makes available all specially tasked Imagery within the selected priority timeline established in the Imagery Contract Form, typically no longer than 24 hours from capture or otherwise in accordance with the Terms defined in the Imagery Contract Form or applicable Platform order. All Imagery held in the Satellogic library is available on demand with no imposed timing restrictions on access or use.
1.6 No Download Quotas or Limitations. No limitations are imposed, unless at Partner / Customer request, on download size or number of images. Unless specifically agreed in an Imagery Contract Form or Customer Agreement, there are no minimums nor caps on Partner / Customer usage of Imagery.
1.7 Customer Privacy. Customer name, agency, or association of any tasking coordinates or imagery will not be visible or otherwise accessible by anyone outside the delivery and support organization.
Use of Name, Attributions and Press Releases
2.1 Right to Use the Other’s Name. Only If mutually agreed by the Parties in writing, each Party may use the other Party’s trademarks, name, and logos in its marketing materials and on its website for the sole purpose of identifying the granting Party as a Partner / Customer (as applicable) of the Imagery. All use of the granting Party’s trademarks, name, and logos by the receiving Party will be in accordance with the granting Party’s then-current marketing and branding guidelines and restrictions, including any such guidelines and restrictions provided to Partner / Customer by Satellogic from time to time.
2.2 Attributions. Partner / Customer will include an attribution that identifies Satellogic as the licensor of the Imagery and the Platform in all legal notices, user documentation, in a caption to an image, including derivatives thereof, and other locations that the Partner / Customer uses to identify third party licensors, vendors, or service providers. Partner / Customer will use the phrase “Powered by SATELLOGIC © [YEAR]” or such other language mutually agreed upon by the Parties in writing to provide Satellogic with such attribution. For Derivatives the attribution will use the phrase “Includes copyrighted materials of SATELLOGIC All Rights Reserved” Partner / Customer will reasonably cooperate with and assist Satellogic to enable Satellogic to monitor and ensure Partner’s / Customer’s compliance with Satellogic’s quality requirements and branding guidelines and restrictions. All goodwill related to use of Satellogic’s trademarks will inure to Satellogic.
2.3 Press Releases and other Co-Promotions. Neither Party shall issue a press release concerning this Agreement without the other Party’s prior written consent.
3. Delivery of Imagery
Satellogic will use commercially reasonable efforts to provide or make the Imagery available to Partner / Customer via the Platform solely as set forth in the Imagery Contract Form. Imagery will be deemed delivered at the time and place when Satellogic first makes it available for access via the Platform, or the time and place the Imagery is provided for download from Satellogic if no Platform use is granted. At such time and place, Satellogic’s obligation to deliver or otherwise provide the Imagery under this Agreement is complete and the risk of loss in the copy of the Imagery shall pass from Satellogic to Partner / Customer.
4. Notice of Unauthorized Use
Partner / Customer will immediately notify Satellogic in writing if Partner / Customer discovers or suspects any unauthorized use, access to or disclosure of the Imagery or the Platform, in whole or in part.
5. Term, Termination
5.1 Term. This Agreement shall commence as of the date of execution by Partner / Customer and shall continue for a duration of twelve (12) months or, if no Term is stated, that Term stated in the Imagery Contract Form , subject to early termination (the “Term”). The Term of the rights granted will begin upon delivery of the Imagery to Customer or Approved Reseller, whichever occurs first, and will continue, depending upon purchase method selected, perpetually upon full payment or as set forth in the Customer Agreement, unless terminated as set forth in Section 6.2. However, upon expiration of each one-year term, the Term will, in accordance with the Customer Agreement, automatically renew with Customer being invoiced the then current applicable fees (with proper notice where applicable of pricing changes) unless Partner / Customer provides written notification to Company at least thirty (30) days prior to the end of the then current Term that Partner / Customer does not want to renew the Agreement.
(a) Imagery Contract Form. Unless otherwise expressly stated in the applicable Imagery Contract Form, Partner / Customer shall have no right to terminate any Imagery Contract Form for convenience once the requested Imagery has been tasked or, if for archival Imagery, delivery has been made.
(b) By Either Party for Cause. Either Party may terminate this Agreement at any time if the other Party has committed any material breach of this Agreement (including, without limitation, failure by Partner / Customer to pay Satellogic any amounts due under this Agreement) and failed to cure such breach within thirty (30) days after receiving written notice of the breach from the other Party (the “Cure Period”). Should Satellogic determine there are inherent limitations (e.g. persistent heavy cloud cover) in capture of the AOIs, Satellogic shall notice Reseller / Customer of such limitation as basis for termination with notice as outlined herein.
(c) By Satellogic. Satellogic may terminate this Agreement immediately, and without requirement for a Cure Period, upon notice to Partner / Customer if Partner / Customer (i) violates any of the restrictions set forth in Section 2.2 (Restrictions) or otherwise uses the Materials outside of rights granted under this Agreement or (ii) violates any of the terms set forth in Section 11.1 (“Compliance with Laws”) below. Satellogic may suspend Partner’s / Customer’s use of the Services and/or Imagery (i) for scheduled or emergency maintenance, or (ii) if Partner / Customer fails to pay any amounts due to Satellogic.
5.3 Effect of Termination. Immediately upon any termination of this Agreement or an applicable Imagery Contract Form: (i) Partner’s / Customer’s use of the Platform and Imagery, if unpaid, shall cease, and Partner / Customer shall pay any outstanding amounts owed to Satellogic hereunder; (ii) if the termination is pursuant to Section 6.2(b) or Section 6.2(c), the right(s) granted hereunder shall immediately terminate, and Partner / Customer shall immediately cease all use of the Materials and destroy all copies of the Imagery in Partner’s / Customer’s possession, custody, or control and (if destroyed) an officer or Partner / Customer shall promptly (within ten (10) business days) certify to Satellogic the completion of such destruction (Refer to “Appendix A: CERTIFICATE OF DESTRUCTION”). Notwithstanding the foregoing, provided the termination is pursuant to expiration of the Term and not pursuant to any other reasons, and provided further that Partner /Customer is not in default of any payment or other obligation under this Agreement and is otherwise in compliance with all terms hereof, Partner / Customer may continue to hold and use the Imagery accessed prior to termination, subject to the rights, conditions, and restrictions provided herein and in the applicable Imagery Contract Form unless otherwise notified in writing by Satellogic, and which rights, conditions, and restrictions shall survive such expiration as if still in full force and effect. Termination of this Agreement by a Party will be without prejudice to any other right or remedy of such Party under this Agreement or under law. The expiration or termination of these Terms does not relieve either party of any obligations that have accrued on or before the effective date of the termination or expiration.
5.4. Notice. 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 Satellogic is firstname.lastname@example.org. Notice is treated as given upon receipt, as verified by written or automated receipt or electronic log, as applicable.
6. Representations and Warranties
6.1 Representations. Each Party hereto represents, warrants and covenants that it has the full right and authority to enter into this Agreement and to meet its obligations hereunder
6.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6 (REPRESENTATIONS AND WARRANTIES), EACH OF THE IMAGERY AND THE PLATFORM IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND (INCLUDING BUT NOT LIMITED TO TECHNICAL OR TERRITORIAL LIMITATIONS, SATELLITE TASKING AND SCHEDULING FEASIBILITY OR AVAILABILITY, AND GOVERNMENTAL RESTRICTIONS AND SATELLOGIC RESERVING SOLE DISCRETION ON HOW IT SCHEDULES AND PROVIDES IMAGERY), AND SATELLOGIC EXPRESSLY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED PERFORMANCE OR BUG-FREE, DEFECT-FREE OR ERROR-FREE PERFORMANCE, OR SECURITY. SATELLOGIC DOES NOT WARRANT THAT THE IMAGERY OR THE PLATFORM WILL MEET PARTNER’S /CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. PARTNER / CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT.
7. Limitation on Liability
EXCEPT FOR FRAUD, THE LIABILITY ARISING BASED ON A BREACH OF SECTION 1.3 (RESTRICTIONS), CLAIMS REQUIRED TO BE INDEMNIFIED UNDER SECTION 9 (INDEMNITY), OR LIABILITY ARISING BASED ON BREACH OF SECTION 11.1 (COMPLIANCE WITH LAWS): (A) IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STATUTE OR OTHERWISE) FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR SUBSTITUTION OF SERVICES), REGARDLESS OF THE FORM OF ACTION, EVEN IF THE CLAIM WAS REASONABLY FORESEEABLE OR IF THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY UNDER ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT (OTHER THAN FOR CLAIMS FOR PAYMENT OF AMOUNTS DUE) EXCEED THE FEES PAID OR PAYABLE BY THE PARTNER / CUSTOMER TO SATELLOGIC UNDER THE APPLICABLE SERVICES REQUEST IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE CLAIM FIRST AROSE. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8.1 By Partner / Customer. Partner / Customer agrees to indemnify, defend and hold harmless Satellogic, its officers, directors, Affiliates, employees, and contractors (the “Satellogic Indemnitees”) from and against any and all costs, damages, liabilities, fines, penalties, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Costs”) arising out of or in connection with any claim, suit, action, or proceeding (a “Claim”) brought by any third party against any Satellogic Indemnitee(s) to the extent that such Claim arises out of or results from: (i) Partner’s / Customer’s use of the Materials in violation of the terms and conditions of this Agreement; (ii) Partner’s / Customer’s violation of applicable state, local, national, or other applicable laws or regulations; or (iii) infringement of any third party rights resulting from Partner’s / Customer’s use of the Imagery including but not limited to combination of the Imagery with third party content.
8.2 By Satellogic. Satellogic agrees to indemnify, defend, and hold harmless Partner / Customer, its officers, directors, Affiliates, employees, and contractors (the “Partner / Customer Indemnitees”) harmless from and against any and all Costs arising out of or in connection with any Claim brought by any third party against any Partner / Customer Indemnitee(s) to the extent that Partner’s / Customer’s use of the Imagery infringes a third party’s validly issued copyrights, but specifically excluding any Claims arising based on any modifications to or combinations of the Imagery.
8.3 Indemnification Procedures. The forgoing obligations are subject to the following conditions: (a) the Satellogic or the Partner / Customer Indemnitee, as applicable (the “Indemnitee(s)”), shall provide the indemnifying Party with prompt written notice of any such Claim within three (3) working days from having receiving it or if the term to answer is shorter, as prompt as it is deemed convenient to answer it; (b) the Indemnitee shall provide the indemnifying Party with timely and reasonable cooperation, information, and assistance to defend and/or settle the Claim; (c) the Indemnitee shall grant the indemnifying Party sole control of the defense and all negotiations for any settlement or compromise of such Claim, provided that no settlement of any Claim admitting liability of or imposing any duty or performance upon the Indemnitee shall be effected without the Indemnitee’s prior written consent (not to be unreasonably withheld); and (d) the Indemnitee may participate in the defense of any Claim with counsel of its choosing and at its sole expense.
8.4 THIS SECTION 8 STATES THE INDEMNIFYING PARTY’S ENTIRE LIABILITY AND THE INDEMNIFIED PARTY’S SOLE AND EXCLUSIVE REMEDY FOR ANY THIRD-PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION.
9.1 Confidential Information. “Confidential Information” means all information disclosed by one Party (“Discloser”) to the other Party (“Receiving Party”) (in writing, orally or in any other form) that is clearly and prominently labeled as “Confidential”, at or before the time of disclosure, as confidential, or is provided under circumstances reasonably indicating that the information is confidential, including, without limitation, trade secrets, customer lists, business plans, technical data, product ideas, personnel, contract and financial information. Confidential Information does not include information or material that (a) is now, or hereafter becomes, through no act or failure to act on the part of the Receiving Party, generally known or available to the public; (b) is or was rightfully known by the Receiving Party at or before the time such information or material was received from the Discloser, as evidenced by the Receiving Party’s tangible (including written or electronic) records; (c) is furnished to the Receiving Party by a third party that is not under an obligation of confidentiality to the Discloser with respect to such information or material; or (d) is independently developed by the Receiving Party without any breach of this Agreement, as evidenced by the Receiving Party’s contemporaneous tangible (including written or electronic) records. Notwithstanding the foregoing, the following items are at all times deemed “Confidential Information” of Satellogic without the need for any label or other designation: the terms of this Agreement and of the Imagery Contract Form.
9.2 Confidentiality Obligations. Each Party will take all reasonable measures to protect the confidentiality of the other Party’s Confidential Information in a manner that is at least as protective as the measures it uses to maintain the confidentiality of its own Confidential Information of similar importance but in no case using less than a reasonable standard of care. Receiving Party will hold Confidential Information in strict confidence and will not disclose, copy, reproduce, sell, assign, market, transfer or otherwise dispose of such information, or give or disclose such information to third parties, or use such information for any purposes whatsoever other than as necessary in order to fulfill its obligations or exercise its rights under this Agreement. Notwithstanding the foregoing, Receiving Party may disclose the other Party’s Confidential Information (a) to employees, consultants, officers, directors, auditors, accounts, attorneys, advisors, and agents (collectively, “Recipients”) that have a need to know such information, provided that Receiving Party will require that each such Recipient not otherwise bound by confidentiality obligations to sign a written nondisclosure agreement consistent with the confidentiality and nondisclosure provisions herein, and (b) to the extent Receiving Party is legally compelled to disclose such Confidential Information, provided that, if Receiving Party is legally able to do so, Receiving Party gives reasonable advance notice of such compelled disclosure to the other Party and will cooperate with the other Party (at the other Party’s expense) in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Confidential Information. Each Party’s obligations under this Section 10 will last for the Term of this Agreement and for a period of five (5) years thereafter. For the avoidance of doubt, notwithstanding anything to the contrary stated herein, Imagery is subject to the terms set forth in Section 2 above, and the restrictions on disclosure and use contained therein are not subject to expiration or termination pursuant to this Section 10. Notwithstanding the foregoing, when Partner / Customer provides Satellogic with any feedback, comments or suggestions (collectively, “Feedback”) about the Platform, the Imagery, any of Satellogic’s products or services, this Agreement, and, in general, Partner / Customer grants to Satellogic, under any right, title or interest Partner / Customer may have in and to such Feedback, a non- exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual rights grant to use that Feedback or to incorporate it into the Platform, the Imagery, any of Satellogic’s products or services, this Agreement, or otherwise as Satellogic sees fit, entirely without obligation of any kind to Partner / Customer.
10. Compliance with Laws, Regulatory and Disaster Relief
10.1 Compliance with Laws. Including but not limited to, with respect to the disposition of the Imagery, the Partner / Customer shall comply fully with all applicable laws and regulations, including, without limitation, the laws and regulations of the Republic of Uruguay, Argentina, the United States, Spain, Israel, and any other jurisdiction in which the Partner / Customer operates or does business, such regulations include, without limitation, the , U.S. Foreign Corrupt Practices Act and other anti-corruption laws and regulations, economic sanctions, and export controls administered by the U.S. Department of the Treasury and the U.S. Department of Commerce and other governments and governmental entities. Without limiting the foregoing, the Partner /Customer shall ensure that neither the Imagery nor any part or derivation thereof is (a) provided to or the subject of any transaction or dealing, directly or indirectly, with or related to an entity on the Denied Persons List, the Unverified List, the Entity List, an Embargoed Jurisdiction or Sanctioned Person or any criminal or terrorist organizations; (b) exported or reexported, directly or indirectly, in violation of any applicable laws or regulations, or (c) used for any prohibited purpose. “Embargoed Jurisdiction” means a country, region, territory or government with respect to which the U.S. government imposes a trade or investment embargo. “Sanctioned Person” means any legal entity or individual with respect to which or whom U.S. citizens are generally forbidden to transact under economic sanctions including, without limitation, a person on the List of Specially Designated Nationals and Blocked Persons. Each party to this Agreement agrees to comply fully with all relevant export laws and regulations to assure that no Confidential Information or any portion thereof is exported or otherwise shared, directly or indirectly, in violation of law. Customer will provide Satellogic with the assurances and official documents that Satellogic may request periodically to verify Customer’s compliance with these Terms.
The Materials covered by these terms may be subject to the customs and export control laws and regulations of any country in which the Material is processed, received or used, including, without limitation, the Export Administration Regulations and the International Traffic in Arms Regulations. Customer will comply with these laws, regulations and rules in the performance of its obligations under these Terms.
10.2 Regulatory. Partner / Customer further acknowledges and agrees that Satellogic holds right from various entities with respect to the Materials and that from time to time, Satellogic may be required to cease and/or limit operations and/or the collection or distribution of Imagery in certain areas for certain periods of time. Any compliance by Satellogic with regard to such regulatory requests shall, in no event, be considered a failure or breach hereunder.
10.3 Disaster Relief. From time to time, Satellogic may release certain Imagery to disaster relief efforts, the media, and/or other entities in support of such efforts.
10.4 Conflicted Areas. With regard to regulations and / or guidelines, as may be applicable, restrictions regarding imagery of conflicted areas, specifically those that have been listed as subject to war or imminent conflict are prohibited from general sale. The current list as of the effective date of this Agreement includes South Sudan, Yemen, Libya, Afghanistan, Syria, North Korea, Ukraine and Russia near the Ukraine border. Specific customer requests for these conflicted areas should be submitted for a determination as to whether any imagery may be sold based upon the specific area of interest and the enhanced due diligence on the requesting customer. The Company reserves the right to delay delivery and, in limited cases, modify the resolution of images and data pertaining to sensitive or conflicted locations.
11.1 Exclusivity. This Agreement is not exclusive unless an exclusive license is selected above, and Satellogic retains the right to render service but will not provide the Materials under this Agreement to any third party at any time.
11.2 Public Archive. Partner / Customer acknowledges and agrees that Satellogic, in Satellogic’s sole discretion, may make any or all of the Imagery subject to the rights granted under this Agreement available on a publicly accessible archive after delivery of the Imagery to Partner / Customer, at a time, and under conditions, that Satellogic deems appropriate.
11.3 Notices. Each Party will send any notice under this Agreement in writing to the other Party at the address stated in the applicable Imagery Contract Form via registered mail return receipt requested, an internationally recognized express mail carrier, or via email when such email is listed herein as a valid address for such notice, and such notice will be deemed to have been given when received.
11.4 Taxes. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Materials and / or Services
11.5 Availability. We are always trying to improve the Materials and Services we provide which means they may change over time. We may suspend or discontinue any part of the Materials or Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will take reasonable measures to apprise our current customers and prospective customers of such changes that are material in nature that may adversely affect you, however, we are not always able to foresee when such a change would have this unintended impact. Similarly, we reserve the right to remove any Materials from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed Materials in violation of these Terms), in our sole discretion, and without notice.
11.6 Force Majeure. Neither Party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond such Party’s reasonable control, which may include but is not limited to acts of God or of the public enemy, acts of terrorism, acts of a government in its sovereign capacity, governmental regulation, fires, floods, tornadoes, hurricanes, typhoons, inclement or obscuring weather conditions, natural disasters, utility disruptions, strikes and labor disputes, epidemics, pandemics, quarantine restrictions and embargoes.
11.7 Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the state of New York in the US, without regard to its conflicts of law provisions. Any claim or controversy between the Parties arising out of, or relating to, this Agreement shall be finally decided by arbitration in accordance with International Chamber of Commerce Rules of Arbitration. Subject to any valid requirements of any applicable statute, the arbitration shall be conducted in the state of New York in the US, unless the Parties mutually agree to another location. Each Party may be represented by counsel in any such arbitration. During the course of any arbitration hereunder, each Party will (i) bear its own costs and attorneys’ fees and any expert witness fees, and (ii) share equally the arbitrators’ fees and expenses, provided that the arbitrators shall award to the prevailing Party all reasonable attorneys’ fees, expert witness fees, arbitrators’ fees and all other expenses resulting directly or indirectly from such arbitration. The arbitrators shall be bound by the limitations of liability and other provisions of this Agreement; in no event shall the arbitrators be authorized or allowed to make any award in any amount or on any theory of liability not otherwise expressly permitted in this Agreement. Any arbitration under this Agreement shall be confidential, and either Party may request that the arbitrators issue appropriate protective orders to safeguard each Party’s confidential information. Any award rendered by the arbitrators shall be final, and judgment may be entered upon it in any court having jurisdiction. The arbitrators shall have the authority to award temporary, preliminary and permanent injunctive and equitable relief in the arbitration (in addition to any monetary relief); provided, however, that either Party may opt to seek equitable relief, including emergency injunctive relief, at any time, from a court of competent jurisdiction. Notwithstanding the foregoing, if any dispute, controversy or claim involves alleged improper use of Satellogic’s intellectual property rights, such matter shall not be subject to the arbitration provisions hereof but shall be resolved by a court or an administrative agency of competent jurisdiction.
11.8 Assignment. Partner / Customer may notassign or transfer this Agreement or assign or delegate any rights or obligations under this Agreement to any third party without the prior written consent of Satellogic. Satellogic may freely assign or transfer this Agreement or assign or delegate any rights or obligations under this Agreement. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors, permitted assigns and legal representatives.
11.9 Controlling Language. These Terms are drafted in the English language only. English will be the controlling language in all respects, and all versions of these Terms in any other language are for accommodation only and will not be binding on the Parties.
11.10 Third Party Beneficiaries. Except as expressly stated herein, nothing in this Agreement is intended to confer any rights or remedies on any person or entity that is not a party to this Agreement. The Parties expressly reserve the right to modify, amend, terminate or otherwise modify any provision of this Agreement upon mutual written agreement without the consent of any third party.
11.11 Right to Audit. Satellogic will have the right to perform an audit to determine Customer’s compliance with these Terms and the Materials and / or Services granted under applicable customer Agreements. Customer will grant Satellogic auditors access to the business location(s), books and records, employees and/or contractors pertaining to Customer’s and its Affiliate’s use of the Material. 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; be conducted during reasonable business hours; and (e) be subject to reasonable confidentiality requirements. The material findings of such audit will be shared for the benefit of both parties. Any discrepancies, findings of unauthorized use, sharing, or access or use for purposes or in locations outside of the authorized scope of the Agreement will be outlined with implications to incremental fees, changes in use or access, or like actions to bring usage into conformance with this and the purchase Agreement summarized. If an audit results in a finding of non-compliance, Satellogic may, at its discretion: (a) invoice any additional fees due based on the standard Satellogic fees, (b) assess interest charges from the time of the original fee payment due date at the lower rate of: (i) 1.5% per month; or (ii) the highest rate permissible under applicable law; (c) recover the cost of the audit if additional fees exceed five percent (5%) of the fees paid during the audit period; and (d) terminate the Satellogic rights granted. Customer must pay these invoices within thirty (30) days following the date of invoice.
11.12 Amendment. No modification of this Agreement or waiver of the terms and conditions hereof will be binding upon the Parties unless approved in writing by both Parties.
11.13 No Waiver. Failure by either Party to enforce any term of this Agreement will not be deemed a waiver unless the waiver is in writing, signed by a duly authorized representative of the Party to be bound and such waiver shall not affect the right of the Party for future enforcement of that or any other term of this Agreement.
11.14 Service Account. You represent and warrant that you are an individual of legal age to form a binding contract. If you are
agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You may be required to sign up for an account, and select a password and username (“Satellogic User ID”). If you do so, you agree to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Satellogic User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You are responsible for any activity associated with your account.
11.17 Severability. If any provision of this Agreement is held invalid or unenforceable at law, such provision will be deemed stricken from this Agreement and the remainder of this Agreement will continue in effect and be valid and enforceable to the fullest extent permitted by law.
11.18 Survival. Sections 1, 2, 4, 7, 8, 9, 10, 11.7, 11.8, 11.10, and 11.16 shall survive expiration or termination of this Agreement.
11.19 Change in Terms. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the www.satellogic.com website, by sending you an email, and/or by some other means. If you do not agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
11.20 Entire Agreement. This Agreement and the associated Platform Order or Imagery Contract Form represents the entire agreement between the Parties and supersedes any and all prior understanding, agreements, or representations by or among the Parties, written or oral, related to the subject matter as set forth herein and in the applicable Imagery Contract Form.
11.21 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Any counterpart signed by an authorized representative of a party and delivered to the other party by facsimile or electronically via portable document format (.pdf) shall be deemed an original counterpart and duly delivered.
“Affiliate” means any legal entity controlling, controlled by or under common control with a party, where “control” means (a) the ownership of at least fifty percent (50%) of the equity or beneficial interest of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; or (c) the power to direct or cause the direction of the management and policies of such party by any means.
“Authorized User” means an employee of Partner or Customer who has been authorized by Partner or Customer to use the Platform and use the Imagery solely as permitted hereunder and as set forth in an applicable Imagery Contract Form.
“Commercial Purpose” means 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 Customer’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, publications, or journals.
“Contractor” means an individual contracted by Customer or an Affiliate, either directly or through a consulting company or other entity, to provide services on behalf of or for the benefit of Customer or Affiliate.
“Copyrighted Imagery”, also the Materials, means the copyrighted imagery that is subject to this Agreement.
“Customer Agreement” means (a) with respect to a Customer that enters a customer Agreement to use the Material and / or Service from Satellogic directly, that agreement consisting of the applicable purchase information and Material and / or Service Terms, which reference these Terms; and (b) with respect to a Customer that purchases rights to use the Material from a certified distributor, that agreement between the certified distributor and Customer pursuant to which Customer receives rights to the Material.
“Customer” means that individual, legal entity or government agency that has purchased rights to use the applicable Material either directly from Satellogic or from a certified distributor.
“Data Subject” means an identifiable natural person.
“Derivative” means any addition, improvement, update, modification, transformation, adaptation or derivative work of a Material purchased under a customer Agreement including, without limitation, reformatting of the Material into a different format or media from which it is delivered to Customer; any addition or extraction of data, information or other content to or from the Material; or any copy or reproduction of the Material.
“Empirical Data” means data that may be derived from the raw Satellogic imagery purchased.
“Imagery Contract Form” means the Imagery Contract Form or other ordering document through which Partner / Customer places an order or orders for Imagery.
“Integrator Agreement” means an alternative agreement to a Reseller Agreement which includes provision to develop and share or monetize Value Added Products to end customers.
“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, methods, processes, information and technology.
“Internal Use” means use of the Material and permitted derivatives thereof solely for the internal business purposes of Customer or Affiliates, as applicable, subject to applicable terms and not for any Commercial Purpose.
“Material” also Copyrighted Imagery, means the copyrighted imagery that is subject of this Agreement, means, broadly, those product(s) and/or service(s) where rights are granted to Customer, as described in the Customer Agreement. This may include any imagery that may be provided or data derived there from. Material may consist of extracted data layers, shapefiles, vectors, summary, analysis or other report, dataset or other information that may include excerpts of satellite imagery or aerial photography as well as results from and usage of satellite tasking.
“Personal Data” means any information that directly or indirectly identifies a Data Subject, such as a name, an identification number, location data, an online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Platform” means the application programming interface (API) or other communication media that is made available to Partner /Customer hereunder and which provides Partner / Customer to obtain Imagery.
“Party” or “Parties” shall mean Satellogic, Partner / Customer or both, as the context directs.
“Processing” means any operation that is performed on Personal Data, whether or not by automated means, such as collection, storage, alteration, use, dissemination or destruction.
“Services Materials” means raw satellite images; processed satellite images; and data derived from the processing of satellite images, including vector data, aggregated data, prediction models.
“Order Confirmation or Customer Agreement” means that agreement or other document prepared by Satellogic that sets forth the Material(s) Satellogic offers to grant rights to Customer and the related terms and that is presented to Customer for acceptance. A quotation that includes an estimated fee is not an Order Confirmation or Customer Agreement.
“Term” means that period of time that Customer is entitled to use the Material and / or Service as set forth in the Customer Agreement.
“Third Party” means any individual, legal entity, corporation, limited liability company, partnership, other organization or government agency that is not a party to this Agreement and is not an Affiliate of Satellogic.
“User Submission” means anything you post, upload, share, store, or otherwise provide through the Services.
“Value Added Products” means analytics, derivatives with substantive changes and / or other products that include the raw Satellogic imagery as a part of its composition which is monetized to sell to other (other than the Party with a contract with Satellogic) end customers.