Updated: February 2024

END USER LICENSE AGREEMENT 

The END-USER accepts and agrees to be bound by the terms of this End User License Agreement (“EULA”) by doing any of the following: (a) accepting, in whole or in part, a quotation for the supply of the CONTENT; (b) breaking the seal on the package containing the CONTENT; (c) downloading or installing or manipulating the CONTENT on any computer; (d) paying in whole or in part for the CONTENT; (e) damaging or destroying the CONTENT; or (f) retaining the CONTENT for more than 7 days following receipt thereof. This EULA is entered into by and between the END-USER and Ursa Space Systems Inc (“URSA”).

ARTICLE 1 – DEFINITIONS

“DERIVATIVE WORKS”: means any addition, improvement, update, modification, transformation, adaptation, or derivative work created using the CONTENT, which does not contain any data from the CONTENT and which is irreversibly uncoupled from the CONTENT. 

“END-USER”: means either the person, acting in their own name, or the legal commercial business entity, including its possible offices and branches in its country of residence, or the government agency, which is supplied with the CONTENT and accepts this EULA. When the CONTENT is supplied to a government entity (civil agency, public department, …), the END-USER shall be deemed to be only such part of the government entity as located at the address to which the CONTENT is supplied, except upon URSA’s prior agreement in writing.

“CONFIDENTIAL INFORMATION”: means all nonpublic information communicated to one party by or on behalf of the other party which is marked as “Confidential” or which the receiving party should reasonably understand to be confidential or proprietary given the nature of the information or the circumstances of its disclosure, and includes, without limitation, the CONTENT. 

“CONTENT”: means the product, information, data, or analytic originating from URSA.

“VALUE ADDED PRODUCT” or “VAP”: means any work developed by the END-USER that contains data from the CONTENT and constitutes a significant modification of the CONTENT through technical manipulations and/or addition of other data. 

 

ARTICLE 2 – LICENSE

2.1 Permitted Uses.  The END-USER is hereby granted by URSA a limited, non-exclusive, non-transferable, revocable license:

(a) to make an unlimited number of copies of the CONTENT for the Permitted Uses specified in this Article 2.1;

(b) to install the CONTENT on as many individual computers as needed in its premises, including internal computer network for the Permitted Uses specified in this Article 2.1;

(c) to use the CONTENT for its own internal needs;

(d) to alter or modify the CONTENT to produce VAP and/or DERIVATIVE WORKS for its own internal needs;

(e) to make the CONTENT, DERIVATIVE WORKS, and VAP available to contractors and consultants hired by END-USER, provided that: (i) such use is solely in direct support of END-USER’s internal business purposes; and (ii) such use is solely in accordance with the terms of this EULA.  END-USER is responsible for ensuring that each of its employees, agents, contractors, and consultants (collectively, “USER”) abides by the terms of the EULA and END-USER shall be liable for any breach by a USER.  END-USER shall be liable for any breach of this Agreement committed by anyone using END-USER’s usernames and passwords, regardless of whether END-USER authorized said use; and

All rights not expressly granted by URSA under this Article 2.1 are hereby retained by URSA.

2.2 Prohibited Uses.  The END-USER recognizes and agrees that the CONTENT is and shall remain the property of URSA and/or its licensor(s), and contains proprietary information of URSA and thus is provided to the END-USER on a confidential basis.  The END-USER shall not, and shall guarantee that any contractor or consultant engaged as per the provisions of Article 2.1(f) shall not:

(a) disclose, distribute, transfer, sell, rent, sub-license, or lease any CONTENT, DERIVATIVE WORKS, or VAP to any third-party;

(b) provide service bureau, time sharing, outsourcing, data processing, or other services to third parties with regard to the CONTENT; 

(c) assign, pledge, encumber, or otherwise dispose of any CONTENT or the rights granted hereunder to any third party, whether voluntarily, by operation of law, or otherwise;

(d) use the CONTENT for any unlawful or fraudulent purpose; 

(e) translate, decompile, disassemble, or reverse engineer any CONTENT; 

(f) attempt to gain unauthorized access to the CONTENT or URSA’s systems or networks; 

(g) transmit to URSA any phishing attempt, virus, disabling device, or other malware;

(h) alter or remove any copyright notice or proprietary legend contained in or on the CONTENT;

(i) use a CONTENT in the framework of competitive analysis (such as benchmarking); or

(j) do anything not expressly permitted under Article 2.1.

ARTICLE 3 – INTELLECTUAL PROPERTY RIGHTS

3.1 CONTENT, VAP, and the intellectual property rights associated with each are and will remain at all times the sole property of URSA and are protected by United States and international intellectual property laws. DERIVATIVE WORKS shall be the sole property of END-USER.

3.2 The CONTENT and VAP when displayed and/or printed for internal use and in accordance with the Permitted Uses specified in Article 2.1 shall include the URSA logo and the following credit conspicuously displayed: “© Ursa Space Systems Inc (year of content)”.

ARTICLE 4 – WARRANTY – LIABILITY

4.1 URSA represents and warrants that: (i) it has sufficient ownership rights in the CONTENT to make the CONTENT available to the END-USER under the terms hereof; and (ii) that the CONTENT will substantially conform to the technical specifications in the order form as provided to URSA. 

4.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, END-USER ACKNOWLEDGES AND AGREES THAT CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, URSA EXPRESSLY DISCLAIMS, AND END-USER HEREBY WAIVES, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. END-USER FURTHER ACKNOWLEDGES AND AGREES THAT (A) ANY ACTION TAKEN, EXPENDITURES MADE, OR RESULTS PRODUCED BY THE END-USER OR USERS BASED ON ANY USE OF THE CONTENT SHALL BE AT END-USER’S OWN RISK, AND (B) URSA DOES NOT CREATE, OPERATE, CONTROL OR ENDORSE, AND SHALL NOT BE LIABLE FOR, ANY THIRD PARTY DATA, INFORMATION, CONTENT, OR SERVICES USED ALONE OR IN CONJUNCTION WITH THE CONTENT.  IN CASE THE CONTENT DOES NOT SUBSTANTIALLY CONFORM TO THE TECHNICAL SPECIFICATIONS IN THE APPLICABLE ORDER FORM AS PROVIDED TO URSA, URSA SHALL, AT ITS SOLE DISCRETION AND SUBJECT TO PRIOR RETURN OF THE CONTENT AND ALL COPIES THEREOF, EITHER REPLACE THE CONTENT OR REFUND THE PRICE PAID BY THE END-USER FOR THE CONTENT. ANY SUCH CLAIM SHALL BE NOTIFIED TO URSA WITHIN SEVEN (7) CALENDAR DAYS AFTER DELIVERY OF THE CONTENT. AFTER THIS PERIOD, THE CONTENT SHALL BE CONSIDERED COMPLIANT WITH THE SPECIFICATIONS AND UNCONDITIONALLY AND IRREVOCABLY ACCEPTED BY THE END-USER.

4.3 IN NO EVENT SHALL URSA BE LIABLE FOR ANY INDIRECT, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, SPECIAL, INCORPOREAL, OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE CONTENT.  THE FINANCIAL CUMULATIVE LIABILITY OF URSA AND OF ANYBODY HAVING CONTRIBUTED TO THE DEVELOPMENT AND/OR CONTENTION AND/OR DELIVERY OF THE CONTENT SHALL NOT IN ANY CASE EXCEED THE PRICE PAID BY THE END-USER FOR THE CONTENT FROM WHICH SUCH LOSS OR DAMAGE DIRECTLY AROSE.

ARTICLE 5 – INDEMNITY

5.1 Each party shall indemnify, defend, and hold harmless the other party and its respective officers, directors, employees, agents, contractors and owners from and against any and all claims, losses, liabilities, costs, damages, and expenses, including attorneys’ fees, expert fees, and other costs of legal defense including on appeal (collectively, “Losses”), arising out of any third-party claims, actions, or demands (collectively, “Claims”) to the extent they arise out of: (a) a breach by either party of this EULA; and (b) either party’s or any of its Users’ negligence or willful misconduct. Additionally, except in connection with an infringement claim against END-USER under Article 5.2, END-USER shall indemnify, defend, and hold harmless URSA and its officers, directors, employees, agents, contractors and owners from and against any and all Losses arising out of any Claims to the extent they relate to END-USER’s use of the CONTENT.

5.2 (a) URSA shall indemnify, defend, and hold harmless END-USER, its Affiliates, and the respective officers, directors, employees, agents, contractors and owners of each of the foregoing from and against any and all Losses arising out of any lawsuit alleging infringement of a third party’s validly issued intellectual property rights based on END-USER’s use of the CONTENT in the form it was provided to END-USER (the “Infringing Materials”).

(b) If such a lawsuit has been filed, or in URSA’s opinion is likely to be made, END-USER agrees to permit URSA, at its option and expense, to: (i) procure for END-USER the right to continue using the Infringing Materials; (ii) replace or modify the Infringing Materials so that they become non-infringing; or (iii) terminate END-USER’s use of the Infringing Materials, in which case END-USER will destroy the Infringing Materials.

(c) Notwithstanding, URSA has no liability for any such lawsuit to the extent it relates to or arises out of: (i) the combination or use of CONTENT with any materials not supplied by URSA; (ii) the alteration or modification of CONTENT by any party other than URSA, including END-USER; (iii) END-USER’s use of CONTENT after URSA has informed END-USER of modifications or changes in such CONTENT intended or required to avoid a Claim; or (iv) use of CONTENT in a manner not authorized by this EULA THIS SECTION SETS FORTH URSA’S ENTIRE OBLIGATION AND LIABILITY, AND END-USER’S SOLE REMEDY, IN CONNECTION WITH ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION RELATING TO OR ARISING OUT OF THE CONTENT.

ARTICLE 6 – CONFIDENTIALITY

6.1 Neither party will disclose the CONFIDENTIAL INFORMATION (defined below) of the other party to any person other than the employees, officers, representatives, professional advisers, and contractors of the receiving party that need to know such information to carry out the purposes of this EULA. Neither party will use the CONFIDENTIAL INFORMATION of the other party except for the purposes of this EULA. Each party shall protect the other party’s CONFIDENTIAL INFORMATION using at least the same degree of care with which it treats its own CONFIDENTIAL INFORMATION of like nature. This paragraph will survive for 3 years after the effective date of this EULA.

CONFIDENTIAL INFORMATION shall not include information which is:

(a) rightfully in the receiving party’s possession without obligation of confidentiality prior to receipt from the disclosing party and as demonstrated by contemporary documentary evidence;

(b) publicly known other than as a result of a breach by the receiving party of this EULA or any other obligation to the disclosing party;

(c) rightfully received from a third party without an obligation of confidentiality; or

(d) independently developed without use of or reference to the disclosing party’s CONFIDENTIAL INFORMATION as demonstrated by contemporary documentary evidence. 

6.2 A party may disclose the other party’s CONFIDENTIAL INFORMATION to the extent required to comply with a law or court order or regulatory authority, provided that the receiving party promptly notifies the disclosing party of the requirement to disclose such information, cooperates with the disclosing party in any attempt by the disclosing party to prevent or limit such disclosure, and assure that CONFIDENTIAL INFORMATION treatment will be designated confidential under a protective order.

ARTICLE 7 – MISCELLANEOUS

7.1 This EULA shall run until terminated in accordance herewith. URSA may, in addition to all other remedies to which it may be entitled under this EULA or at law, suspend or terminate immediately this EULA by notice in writing if the END-USER breaches any provision hereof. The END-USER shall have no claim to any kind of refund in this case. Upon termination, the END-USER shall return to URSA all CONTENT and VAP. Upon termination of this EULA, END-USER shall immediately cease using all CONTENT. Article 2.2, 3, 4.2, 4.3, and 5-7 of this EULA shall survive any termination of this EULA.

7.2 In the event of a conflict between the terms of this EULA and any order form or other comparable document pursuant to which END-USER purchases CONTENT, the EULA shall govern.

7.3 END-USER and URSA shall comply with all applicable laws, rules, and regulations in its performance under this EULA.

7.4 The END-USER shall not transfer part or all of this EULA unless it has obtained URSA’s prior written consent.

7.5 In the event that one or more terms of this EULA becomes or is declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such term shall to the extent of such illegality or unenforceability be null and void and shall be deemed deleted from this EULA. All remaining terms of this EULA shall remain in full force and effect. The waiver by either Party of any right provided under this EULA shall not constitute a subsequent or continuing waiver of such right or of any other right under this EULA. The remedies provided herein are in addition to, and not exclusive of, any other remedies a Party may have at law or in equity. This EULA contains the complete and exclusive statement of the agreement between URSA and END-USER and supersedes all prior and contemporaneous agreements, understandings, proposals, negotiations, representations or warranties of any kind, whether oral or written, with respect to the subject matter hereof. Each party acknowledges that in entering into this EULA, it has not relied on any previous or implied representation, warranty, agreement, or statement not expressly set out in this EULA and it will have no right or remedy arising out of any such representation, warranty, agreement, or statement. No modification, amendment, or waiver of any provision of this EULA shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

7.6 A party’s breach of this EULA (other than a breach of its obligation to pay money) because of an act of God, act of government, civil commotion, earthquake, pandemic, epidemic, explosion, fire, flood, labor strike, national emergency, quarantine, riot, terrorist attack, war or any other event outside of such party’s reasonable control will not give rise to a claim for damages by the other party.

7.7 This Agreement shall be governed exclusively by the laws of the State of New York, without regard to the conflicts of laws rules of any jurisdiction. Each Party agrees that any action, claim, or proceeding brought to enforce or interpret any provision of this Agreement or to recover damages for its breach shall be brought exclusively in the state and federal courts located in the Northern District of New York, and the Parties waive any objections to jurisdiction or venue of any such court. In the event that any suit, claim, proceeding, or action is instituted to enforce or interpret any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party its reasonable attorney’s fees and legal costs, including upon appeal.

Solutions

47622408

Live count of Ursa Space’s SAR + Optical imagery/data catalog

Learn more about our imagery as a service.

Company

Industries

News