EOhopS - END USER LICENSE AGREEMENT
Welcome to EOhopS Store created by us, in cooperation with the European Space Agency ("ESA") and our partner companies, for scientists and research. We are happy you are here! Prior to using any Products from the store, you will need to agree to the terms of this end user license agreement ("Agreement"). The Agreement is between you ("User" or "you") and CloudEO AG, with registered offices at Ludwigstrasse 8, 80539 Munich, Germany, registered with the District Court Munich Trade Registry under the No. 215923, VAT ID DE298735095 ("CloudEO" or "we").
1. Use. You may use the Products for your research. You will be deemed to have accepted and agreed to the terms and conditions of this Agreement, if you use the Products. In this Agreement, "Products" means all products and services, such as imagery, elevation data, thematic raster and vector maps, software, analytics, and expert services (including off-the-shelf and on-demand products) delivered by CloudEO or its supplies. Certain Products are marked on EOhopS as "Restrained Products", which means that they are managed differently due to technical and financial constraints. Their use is governed by separate terms and conditions. Your use of such Restrained Products shall constitute your agreement with those separate terms and conditions. This Agreement applies to one individual, such as a scientist. User may not distribute, transfer or otherwise make available the Product to any subsidiary or affiliate of User, or any other users, without the prior written consent of CloudEO.
2. Credits. The prices of Products listed on EOhopS are listed in "EOhopS Credits" agreed upon with the ESA.
3. Delivery. Subject to an average of ninety-nine per cent (99%) network availability during one calendar year, CloudEO will fulfil orders by making such Products available to you for use on CloudEO Platform, operated by CloudEO or any third party authorized by CloudEO to host the service. CloudEO may at any time modify, update or upgrade the service, or elect another hosting provider.
4. Privacy. To protect the privacy of users we are seriously committed to comply with all applicable data protection laws. Any use of personal data is subject to our Privacy Statement as available here.
5. Warranty. You acknowledge that the availability, quality and accuracy of Products is dependent on certain conditions, which are not under the control of CloudEO and/or its suppliers. Use of certain Products is influenced by weather conditions and acquisition capacity. Depending on such conditions, Products may not be always available for delivery to you. The quality of information extraction is particularly dependent on image quality and regional characteristics. In addition, all services are limited in time and by the volume of data included in a service. Any data volume unused will not be available anymore to User beyond expiration of the time period applying to such services, and User agrees that CloudEO does not owe to User any compensation for such data volume unused.
6. Exclusions. USER ACCEPTS SOLE RESPONSIBILITY TO HAVE DETERMINED THE PRODUCTS ARE SUITABLE FOR ITS PURPOSES AND USE. USER ACKNOWLEDGES AND AGREES THAT THE USE OF THE PRODUCTS IS AT ITS SOLE RISK. EXCEPT AS STATED IN SECTION 3, THE PRODUCTS ARE 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 OR FITNESS FOR PURPOSE, OR WITH RESPECT TO THE CHARACTER, FUNCTION, OR CAPABILITIES OF THE PRODUCTS OR THEIR APPROPRIATENESS FOR USER’S PURPOSES. LICENSOR SPECIFICALLY MAKES NO WARRANTY THAT THE DATA CONTAINED IN THE PRODUCTS WILL ALLOW UNINTERRUPTED USE OR IS ERROR FREE OR THAT DEFECT IN THE PRODUCTS CAN OR WILL BE CORRECTED. LICENSOR FURTHER MAKES NO WARRANTY REGARDING THE USE OF, OR RESULTS OF THE USE OF, THE PRODUCTS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. LICENSOR SPECIFICALLY MAKES NO WARRANTY, AND ACCEPTS NO LIABILITY, FOR THE SPREAD OF COMPUTER VIRUSES VIA THE PRODUCTS OR THE MEDIA ON WHICH THEY ARE DISTRIBUTED.
7. 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 USER FOR DAMAGES RELATING TO THE PRODUCT OR OTHERWISE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT EXCEED THE ACTUAL AMOUNT USER PAID FOR THE SPECIFIC PRODUCT 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.
8. Earth Observation Regulations & Export Control Laws. User will comply with all applicable licensing and import and export laws, restrictions and regulations of all applicable jurisdictions that may be in effect during the term of this Agreement.
9. Copyright. With respect to certain Products, CloudEO may request from a User to display a corresponding copyright notice. Any content (data or software) uploaded by you to the EOhopS Store remains with you or the third party owning the content. ClouEO will not copy or use such content, except for the purposes of conducting the User's project on the EOhopS Store. Any digital work created by a User within the virtual environment of the EOhopS Store shall be owned by the User, unless otherwise defined in the license terms of utilized EO satellite data or software tools, which are made available to the User in the EOhopS Store.
10. Termination. CloudEO may terminate this Agreement, effective immediately, upon notice to User, if (i) User breaches any provision of this Agreement; (ii) upon instructions from the ESA or our suppliers; and (iii) if the Agreement between CloudEO and the ESA expires or is terminated. Upon termination of this Agreement, all rights granted to User hereunder will immediately cease, without any liability of CloudEO.
11. Governing Law. This Agreement is subject to German law with the exception of its conflict of laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. The courts of Munich shall have sole jurisdiction over all legal disputes arising out of or in connection with this Agreement. CloudEO, however, shall remain entitled to commence court proceedings at any other statutory place of jurisdiction.
12.1 This Agreement is the entire agreement between CloudEO and User as to the matters set forth herein and supersedes all prior discussions and understandings. If there are any contradictions between the terms of this Agreement and the terms and conditions applicable to Restrained Products, when it comes to User’s relationships with CloudEO, this Agreement shall supersede any other applicable terms.
12.2 This Agreement cannot be modified or rescinded, nor may any of its terms be cancelled or waived, unless approved in writing by CloudEO.
12.3 Acceptance of this Agreement is expressly limited to the terms and conditions set forth herein. Any additional or inconsistent terms provided by User in any other documents such as a User purchase order, that are applicable to the Agreement, will not have any legally binding effect.
12.4 The failure of CloudEO to insist upon strict performance of any of the terms and conditions of this Agreement will not be deemed a waiver of any rights or remedies that we may have and will not be deemed a waiver of any subsequent default of the terms and conditions of this Agreement.
12.5 Neither this Agreement nor any of the rights or obligations hereunder may be assigned or transferred by User without the prior written consent of CloudEO.
12.6 If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions of this Agreement will continue in full force and effect.
12.7 Upon notice, CloudEO or its representatives may inspect User’s records, accounts and books relating to the use of the Product to ensure that the Products is being used in accordance with this Agreement.
12.8 User acknowledges that any actual or threatened breach of this Agreement would likely cause CloudEO irreparable harm that could not be fully remedied by monetary damages. So, User agrees that we will have the right, in addition to any other remedy available to it, to seek injunctive or other equitable relief from a court of competent jurisdiction, without proof of actual damage, as may be necessary to prevent such breach.