GEOSYS DATASET CONTENT
End-User License Agreement

Selected Commercial EULA Type	Number of End-Users
Multi-User Internal	See Sales Order

This End-User License Agreement (“EULA”) between End-User (as defined below in Section 1) and Geosys Int’l Inc., located in Maple Grove, MN, USA (“Licensor,” “we,” “us,” “our”) is the basis upon which we provide Content to End-Users. End-User and Licensor may be referred to in this EULA individually as a “Party “or collectively as “Parties.”

The following terms and conditions represent a legally binding contract between End-User and Licensor for the use of Content.

1. DEFINITIONS

“Content” means any imagery, data, product, value-added product, service, analysis, tool, or work licensed by Licensor under the terms of this EULA, including, without limitation, information products and digital data sets.

“Derivative Product” means any unique derivative product or information developed by End-User from the Content which does not contain any imagery data from the Content and is irreversibly modified and uncoupled from the Content.

“End-User” (or “you” or “your”) means any ONE of the following that accepts the terms of this EULA and is supplied with Content:
(i) one individual;

(ii) one company or corporation, not including subsidiaries, affiliates, or representative offices;

(iii) one office or department of a civilian national agency/ministry at the cabinet level;

(iv) one civilian national agency/ministry below the cabinet level;

(v) one office or department of a branch of a national military;

(vi) one office or department of a national defense agency, national intelligence agency, or unified command;

(vii) one federated state or provincial agency/ministry, county, or local government;

(viii) one nongovernmental organization or nonprofit organization within a single country;

(ix) one educational organization within a single country;

(x) one office or department within an international organization, institution, or agency, including the United Nations or European Union; or

(xi) any one entity or equivalent to any of the entities listed above.

“End-User Access Account” means an individual account provided by us, including unique authorization credentials, that permits you to access the Content through our cloud-based storage site, website, application programming interface (API) or other media.

“Purchaser” means any legal entity or government agency that enters or intends to enter into a binding agreement with us to obtain Content provided under the terms of this EULA.

“Value-Added Product” or “VAP” means any unique product generated by End-User that (i) contains source imagery data from the Content (including a reasonable facsimile thereof) and (ii) has been materially modified through higher processing, technical manipulations, and/or the integration of additional data.

2. ACCEPTANCE OF LICENSING TERMS

You agree to be bound by the terms of this EULA by doing any of the following:

(i) accepting, wholly or partially, a quote for the supply of the Content;

(ii) agreeing in writing to the terms of this EULA;

(iii) opening the package containing the Content;

(iv) downloading, installing, or using the Content on a computer or other electronic device;

(v) developing, using, or making available any Value Added Product or Derivative Product;

(vi) damaging or destroying the Content;

(vii) retaining the Content for more than five days following receipt; or

(viii) accessing the Content either through an End-User Access Account or, if a different delivery mechanism is selected by us, opening the package containing the Content.

A license granted under this EULA is nontransferable and non-sublicensable, unless otherwise expressly approved in writing by us. We reserve all rights not expressly granted by this EULA or other signed writing between the Parties.

3. SCOPE

The EULA type (“EULA Type”) determines the number, type or group of End-Users granted a license to use the Content and the scope of permitted uses of the Content by such End-Users. The applicable EULA Type is set out at the top of the first page of this EULA.

Unless an alternate End-User identified to Licensor at the time of purchase, the Purchaser is the End-User. Rights granted under the other EULA Types may be passed to multiple End-Users in accordance with the definitions above up to the maximum number permissible if all End-Users:

(i) have been identified at the time of purchase of the Content or otherwise approved by Licensor in writing;

(ii) have been provided an End-User Access Account or other access permissions provided by us; and

(iii) agree in writing to be bound by this EULA.

4. GRANTED LICENSE

In consideration of the mutual covenants herein and for other good and valuable consideration, and conditioned upon your acceptance of and compliance with all terms of this EULA, we grant you a limited, non-exclusive, non-transferable, revocable (in accordance with the terms hereof) license to use the Content and any accompanying written materials, and anything derived therefrom, solely to:

(i) make an unlimited number of soft and hard copies of the Content for the internal use of the End-User only; 

(ii) use, alter or modify the Content to produce VAPs and/or Derivative Products; and

(iii) freely use the Content, Value Added Products and/or Derivative Products for the internal use of End-User only.

Unless otherwise agreed in writing by Licensor, you shall not do anything other than those things expressly permitted above in this Section 4 including, without limitation:

(i) publish, disseminate, sublicense, sell, rent, lease, or otherwise transfer or assign the Content, VAPs or Derivative Products to a third party, except as expressly provided in this EULA;

(ii) copy or otherwise reproduce the Content except as provided in this EULA;

(iii) directly or indirectly, or permit any third party to, release or publicly post, publish or broadcast the Content, VAPs or Derivative Products, including posting to any Internet web sites, for any purpose;

(iv) use the Content, VAPs or Derivative Products for any purpose not expressly permitted under this EULA;

(v) remove, bypass, or circumvent any electronic or other form of protection included in the Content;

(vi) reverse engineer or otherwise attempt to derive the algorithms, databases, or data structures from which the Content is derived;

(vii) alter or remove any copyright notice or proprietary legend or marking contained in or on the Content;

(viii) permit the license, sale, resale of or access to any software application that utilizes any Content, VAP or Derivative Product, without prior written consent from Licensor; or

(ix) use the Content, VAPs or Derivative Products in any manner that violates applicable laws and regulations.

Non-individual End-Users may grant a temporary sublicense to an independent contractor contracted directly by such End-User if:

(i) the contractor agrees in writing to be bound by this EULA;

(ii) the contractor uses the Content for the sole purpose of carrying out the permitted uses set out above in this Section 4 on your behalf as if they were your employee, and immediately deletes the Content and all copies upon completion of the assigned tasks; and

(iii) you supervise such contractor’s use of the Content and compliance with this EULA at all times, and assume all responsibility for non-compliance by the contractor, whose breach of this EULA will be considered a breach by you and for which you will be directly liable to us.

5. OWNERSHIP AND COPYRIGHT

The Content is licensed, not sold. All rights and title in and to all intellectual property in or related to the Content is and will remain the exclusive property of Licensor or its licensor. Licensor or its licensor owns and will continue to own all title and ownership interests in any copy, translation, modification, adaptation, or derivation of the Content, including any kind of output that contains the pixel structure and information of the original imagery data from the delivered Content. From the date of acceptance of this EULA by one of the means listed above, you will employ all reasonable efforts to protect Content, or any part of the Content, from unauthorized use, distribution, disclosure, or publication. We or our licensor retain all rights over Licensor trademarks. The following copyright notice, or such other copyright notice as Licensor may advise End-User, must be conspicuously displayed alongside the Content, or any portion thereof: “© Geosys Int’l Inc. [Year of Acquisition]. All Rights Reserved.”

6. PROPRIETARY INFORMATION

Content contains information proprietary to us or our licensor. You will not alter or remove any copyright notice or proprietary statement contained in or on the Content, unless otherwise agreed by us. Furthermore, you will impose this same obligation on any contractor or consultant you engage.

7.LIMITED WARRANTY AND EXCLUSIONS

We warrant we have sufficient rights in the Content to make it available to you under the terms of this EULA.

EXCEPT AS EXPRESSLY STATED ABOVE IN THIS SECTION 7, THE CONTENT IS LICENSED “AS IS,” AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION OR NONINFRINGEMENT, OR WITH RESPECT TO THE CHARACTER, FUNCTION, OR CAPABILITIES OF THE CONTENT OR ITS APPROPRIATENESS FOR END-USER’S PURPOSES. LICENSOR SPECIFICALLY MAKES NO WARRANTY THAT THE DATA CONTAINED IN THE CONTENT WILL ALLOW UNINTERRUPTED USE OR IS ERROR-FREE OR THAT DEFECTS OR NON-CONFORMITIES IN THE CONTENT CAN OR WILL BE CORRECTED.  LICENSOR FURTHER MAKES NO WARRANTY REGARDING THE USE OF, OR RESULTS OF THE USE OF, THE CONTENT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. LICENSOR SPECIFICALLY MAKES NO WARRANTY, AND ACCEPTS NO LIABILITY, FOR THE SPREAD OF COMPUTER VIRUSES VIA THE CONTENT OR THE MEDIA ON WHICH IT IS DISTRIBUTED OR MEANS BY WHICH IT IS ACCESSED BY END USER. 

END-USER ACCEPTS SOLE RESPONSIBILITY TO HAVE DETERMINED THE CONENT IS SUITABLE FOR ITS PURPOSES AND USE.  END-USER ACKNOWLEDGES AND AGREES THAT THE USE OF THE CONTENT IS AT ITS SOLE RISK.  

8. LIMITATION OF LIABILITY

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS TO ACHIEVE ITS ESSENTIAL PURPOSE, IN NO EVENT WILL THE LIABILITY, IF ANY, OF LICENSOR FOR DAMAGES RELATING TO THE CONTENT OR OTHERWISE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THIS LICENSE EXCEED THE ACTUAL AMOUNT LICENSEE PAID FOR THE SPECIFIC CONTENT THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, NEGLIGENCE, PRODUCTS LIABILITY, TRADE PRACTICES, OR OTHERWISE. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND. THE LIMITATIONS CONTAINED IN THIS SECTION ARE NOT MADE WHERE PROHIBITED BY LAW.

9. INDEMNIFICATION

You will indemnify us and our licensors, if any, and our and their respective shareholders, officers, directors, employees, and agents, from all losses, damages, claims, expenses, or attorney’s fees sustained by or asserted against us arising from or connected with (a) your use of the Content for any purpose; (b) your breach of any term of this EULA; or (c) any property damage or injury to or death of any person directly or indirectly caused by you. We will provide you notice of any claim. We will have the right to participate in the defense of any claim at our expense.

10. COMPLIANCE WITH LAWS AND REGULATIONS

Content may be subject to U.S. and Canadian laws and regulations, including regulations of exports and dealing with embargoed countries or denied parties and licensing or regulations applicable to Earth observation imagery. You will comply with all applicable licensing, export and import laws, restrictions and regulations, and will not, directly or indirectly, assist or facilitate others in non-compliance with any of the foregoing or any other applicable laws and regulations. You acknowledge your responsibility to comply with all applicable laws and regulations in connection with use of Content, including, without limitation, all export and import laws.

11. TERM AND TERMINATION

This EULA runs for an unlimited term. Upon our request, you will provide reasonable assurances to us that your use of the Content is consistent with this EULA. We may terminate this EULA with immediate effect by notice to you in writing if you breach any term of this EULA. In this case, you will have no claim to any remedy or refund of fees paid by Purchaser to us in connection with the Content. If you use any Content in an unauthorized manner or otherwise violate this EULA, we may, at our option, select any one or more of the following remedies in addition to any remedy available at law:

(i) demand return of the Content;

(ii) enjoin your use of the Content, VAPs and/or Derivative Products;

(iii) charge you a fee appropriate to your use of the Content, VAPs and/or Derivative Products; and/or

(iv) charge you for reasonable inspection and enforcement costs.

Upon termination, you will delete all Content and provide evidence of its deletion to us, and all rights granted to End-User hereunder will immediately cease, without any liability of Licensor. All provisions of this EULA that by their nature contemplate performance after termination will survive termination of this EULA.

12 .GOVERNING LAW AND VENUE

This EULA shall be governed by the laws of the State of Minnesota without regard to conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods, and each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the state courts of the State of Minnesota for any disputes arising from or in connection with this EULA.

13. GENERAL

(1) Subject to any specific terms of an order for Content incorporating this EULA, this EULA constitutes the complete and exclusive understanding between the Parties relating to its subject matter. It supersedes all prior and contemporaneous representations, correspondence, proposals, or licensing agreements, whether oral or written. Any additional or inconsistent terms provided by End-User in any other documents such as an End-User’s purchase order, that are applicable to the License, will not have any legally binding effect.

(ii) If any provision is determined to be invalid or unenforceable, the remaining provisions of this EULA will continue to be valid and enforceable. Our failure to enforce any of the provisions in this EULA will not constitute a waiver of our right to do so. 

(iii) This EULA cannot be modified or rescinded, nor may any of its terms be cancelled or waived, unless approved in writing by Licensor.

(iv) Neither this EULA nor any of the rights or obligations herein may be assigned or transferred by End-User without the prior written consent of Licensor. This restriction on assignment or transfer will apply to assignments or transfers by operation of law, as well as by contract, merger or consolidation.

(v) Upon notice, Licensor or its representatives may inspect End-User’s records, accounts and books relating to the use of the Content to ensure that the Content is being used in accordance with this EULA.

(vi) End-User acknowledges that any actual or threatened breach of this EULA would likely cause Licensor irreparable harm that could not be fully remedied by monetary damages. Accordingly, End-User agrees that Licensor will have the right, in addition to any other remedy available to it, to seek injunctive or other equitable relief from any court of competent jurisdiction, without proof of actual damage, as may be necessary to prevent such breach.

Last Revision: November 10, 2021