General Terms and Conditions for the On-line Supply of SPOTMaps satellite image products

1. DEFINITIONS

1.1. CLIENT

shall mean any person, acting in his own name, or any legal business entity, including its possible offices and branches in its country of registration, or any government entity, ordering a PRODUCT on line. When the PRODUCT is supplied to a government entity (civil agency, local authority, ministry etc.), the CLIENT shall be deemed to be only that part of the government entity located at the address specified by the CLIENT for the creation of its account on the WEBSITE.

1.2. GENERAL TERMS AND CONDITIONS

shall mean these general terms and conditions for the on-line supply of PRODUCTS.

1.3. PRODUCT

shall mean any product in digital format extract from the SPOTMaps mosaic of Spot Image created from orthorectified satellite images available for purchase on the WEBSITE.

1.4. WEBSITE

shall mean the Spot Image SPOTMaps Store website, accessed through the URL http://spotmaps.spotimage.com.

The CLIENT represents and warrants that he/she has the legal capacity to enter into a contract for any order placed on the WEBSITE.

2. GENERAL PROVISIONS

All the supply of PRODUCTS on the WEBSITE shall be governed by the GENERAL TERMS AND CONDITIONS. The GENERAL TERMS AND CONDITIONS are deemed to have been irrevocably accepted by any CLIENT placing an order on the WEBSITE. Any conflicting clause or condition appearing in any correspondence or on any order form sent by the CLIENT to Spot Image shall be ineffective against Spot Image. The GENERAL TERMS AND CONDITIONS may be modified at any time; the applicable version is the one available on the WEBSITE at the time the order is placed.

The provisions of the "Non-exclusive Licence to use SPOTMaps Products between Spot Image and the CLIENT" detailed below, that the CLIENT acknowledges having read and accepted without any reservations, are an integral part of the GENERAL TERMS AND CONDITIONS.

3. ORDERS

3.1.

All orders shall be placed from the account created by the CLIENT on the WEBSITE. The CLIENT shall be responsible for ensuring that all information entered when creating his/her account is correct.

3.2.

When the CLIENT validates the payment conditions stipulated on the WEBSITE, he/she irrevocably accepts the order conditions. Spot Image confirms all orders placed on the WEBSITE by sending an order confirmation to the CLIENT in an electronic message.

Within seven (7) working days following the order confirmation, the CLIENT receives a second electronic message informing him that the PRODUCT is available and specifying the procedures for downloading the PRODUCT (ftp address, password etc.).

3.3.

Each order for a PRODUCT on the WEBSITE is restricted to a surface area of one thousand (1000) km². For any order concerning a larger surface area, the CLIENT must contact Spot Image Client Service department at the following address: spotmaps@spotimage.fr. The Spot Image Client Service department will deal directly with the CLIENT's request.

3.4.

The image of the area selected by the CLIENT and displayed on the WEBSITE is a preview of the PRODUCT. The cloud cover of the PRODUCT ordered is visible on such preview.

3.5.

No CLIENT established, incorporated or located on CANADIAN territory may order a PRODUCT from the WEBSITE. Spot Image reserves the right to refuse any order submitted by a Japanese governmental entity.

4. DELIVERY

4.1.

PRODUCTS ordered shall be downloaded by the CLIENT via the Internet, from a secure ftp server, at the ftp address mentioned in the email informing the CLIENT of the date of availability of the PRODUCT ordered. The CLIENT has a period of seven (7) days, starting on the day on which the PRODUCT becomes available, to download the PRODUCT ordered. At the end of this period, the ftp delivery address will be deactivated and Spot Image reserves the right to terminate ipso jure the order.

4.2.

It is the responsibility of the CLIENT to check, immediately after downloading the PRODUCT, that the content downloaded corresponds to the PRODUCT ordered and, if appropriate, to express the usual reservations in an email sent to Spot Image at the following address (spotmaps@spotimage.fr).

4.3.

No downloads are permitted from any computer located on CANADIAN territory.

5. PRICES

The prices displayed on the WEBSITE are given in Euros, Ex Works (Incoterm 2000). The price inclusive of all French taxes is given before the validation of the order by the CLIENT. The applicable price for each order is the one given on the WEBSITE on the day the order was placed. The prices given on the WEBSITE may be revised by Spot Image at any time and without prior notice.

Business CLIENTS subject to VAT, situated in the European Union and having a European VAT number and those situated outside the European Union can be invoiced exclusive of VAT.

6. CUSTOMS DUTIES - TAXES

Any order placed on the WEBSITE using a computer located in a territory outside the European Union may be subject to the applicable taxes and/or customs duties of that territory. These taxes and/or customs duties are payable by the CLIENT and are his/her sole responsibility.

7. PAYMENT

Payment must be made using a bank card. Transactions are protected by the Cyberplus Paiement system. All bank details transmitted by the CLIENT are encrypted to preserve their confidentiality. Orders are registered and confirmed once payment has been accepted by the Natixis Cyberplus Paiement secure bank server.

8. RIGHT OF WITHDRAWAL

When placing an order on the SITE, the CLIENT expressly renounces his/her right of withdrawal, as stipulated in Article L121-20 of the French Consumer Code.

9. LIABILITY - WARRANTY

9.1.

In no event shall Spot Image be held responsible of any dysfunction in the CLIENT'S Internet connection, for loss of any PRODUCT downloaded by the CLIENT, for dysfunction of the CLIENT's equipment, for failure of the CLIENT to download the PRODUCT within the prescribed period, or for the incorrect selection by the CLIENT of its area of interest.

9.2.

Without prejudice to the provisions stipulated in the "Non-exclusive Licence to use SPOTMaps Products between Spot Image and the CLIENT", the Spot Image guarantee is limited to either replacement or reimbursement, at Spot Image's option, of any PRODUCTS with production defects, with the exclusion of any indemnity or damages. Any claim concerning obvious defects of the PRODUCT delivered or of its non-conformity to the PRODUCT ordered shall be sent within ten (10) days of downloading, by electronic message to the Client Service Department (spotmaps@spotimage.fr) or by writing to the following address: Spot Image SA, SPOT GALERIE, 5 rue des Satellites, BP 14359, 31030 Toulouse Cedex 4, France. No replacement or reimbursement will be accepted on the ground of the cloud cover of the area selected by the CLIENT.

9.3.

The provisions of Article 9 of these General Terms and Conditions do not preclude application of the guarantee against non compliance and the guarantee against hidden defects covered by Articles 1641 and following of the French Civil Code, where such guarantee must apply.

10. FORCE MAJEURE

Spot Image cannot be considered to be failing to meet its contractual obligations if any such failures are due to a case of Force Majeure. Force Majeure designates all the occurrences of any nature whatsoever which are beyond Spot Image's reasonable control, and in particular natural disasters, Internet failures, bad weather, fire, collective-bargaining labour disputes, strikes, sabotage, embargos, interruptions or delays in transport or communications systems, wars, laws or regulations issued by the French government, by public, civil or militaries authorities, which may occur as from the date of the order and would prevent its total or partial execution.

11. JURISDICTION - APPLICABLE LAW

Subject to the applicable mandatory provisions, any dispute between the parties shall be referred exclusively to French courts. For all business CLIENTS, the Commercial Court of Toulouse, France shall have exclusive jurisdiction, irrespective of the place where the PRODUCT was downloaded and notwithstanding all clauses to the contrary.

These GENERAL TERMS AND CONDITIONS are governed by the laws of France.

12. PROOF

Unless there is evidence to the contrary, the data recorded by Spot Image directly or via the secured payment website on behalf of Spot Image, shall be legally binding proof of all transactions between Spot Image and the CLIENT, performed via the WEBSITE.

13. PERSONAL DATA - RIGHT OF ACCESS

All information collected on the WEBSITE undergoes digital processing for the purpose of dealing with orders and managing client accounts. This information may be provided to Spot Image sub-contractors responsible for managing the WEBSITE and will be used by the latter exclusively to ensure that the WEBSITE operates satisfactorily and that orders are dealt with correctly. In accordance with the provisions of the French law concerning data protection (Loi Informatique et Liberté), the CLIENT has the right to consult, correct and object to any personal data concerning him/her, which is used to process his/her orders. If the CLIENT wishes to exercise any of these rights, he/she must contact the Spot Image Client Service Department by e-mail (spotmaps@spotimage.fr), or by writing to Spot Image SA, Commerce électronique - 5 rue des Satellites, BP 14359, 31030 Toulouse Cedex 4, +33 (0)5 62 19 40 40.

Non-exclusive Licence to use SPOTMaps Products between Spot Image and the CLIENT

The CLIENT accepts and agrees to be bound by the terms of this end-user licence agreement (the "Licence") by doing any of the following: (a) accepting, in whole or in part, a quotation for the supply of the PRODUCT; (b) paying the purchase price of the PRODUCT in whole or in part; (c) downloading and/or installing and/or manipulating the PRODUCT on any computer; (d) damaging or destroying the PRODUCT.

Article 1 - Definitions

DERIVATIVE WORKS

Shall means any derivative product or information whatsoever developed by the CLIENT from the PRODUCT, which does not contain any imagery data from the PRODUCT and is irreversible and uncoupled from the source imagery data of the PRODUCT. Notwithstanding the foregoing, by express exception, any Digital Elevation Model or Digital Terrain Model (in any form whatsoever, i.e. database for instance) derived from a PRODUCT shall never be considered to be a DERIVATIVE WORK.

CLIENT

Shall means either the person, acting in his own name, or the legal commercial business entity, including its possible offices and branches in its country of registration, or the government agency, which is supplied with the PRODUCT. When the PRODUCT is supplied to a government entity (civil agency, local authority, ministry etc.), the CLIENT shall be deemed to be only such part of the government entity located at the address specified by the CLIENT for the creation of its account on the WEBSITE.

PRODUCT

Shall mean all or part of the mosaic of ortho-rectified satellite images for which Spot Image grants the CLIENT the rights described below.

VAP

Shall mean any product developed by the CLIENT, which contains imagery data from the PRODUCT, and resulting in a significant modification of the PRODUCT, through technical manipulations and/or addition of other data. Notwithstanding the foregoing, by express exception, any Digital Elevation Model or Digital Terrain Model derived from a PRODUCT shall always be considered as a VAP.

Article 2 - Licence

2.1. Permitted Uses

The CLIENT is hereby granted by Spot Image a limited, non-exclusive, non transferable, licence:

to install the PRODUCT on as many individual computers as needed in its premises, including on an internal computer network (with the express exclusion of the internet, except as provided under paragraph (g) below) for the Permitted Uses as specified under paragraphs (b) to (i) below;
to make a maximum of ten (10) copies for (I) installation of the PRODUCT as per paragraph (a) above and (II) archiving and back-up purposes;
to use the PRODUCT for its own internal needs;
to alter or modify the PRODUCT to produce VAPs and/or DERIVATIVE WORKS;
to use any VAP for its own internal needs;
to make available the PRODUCT and/or any VAP to the CLIENT's contractors and consultants, only for use on behalf of the CLIENT, subject to such contractors and consultants agreeing in writing, in advance, (I) to be bound by the same limitations on use as applicable to the CLIENT, and (II) to return the PRODUCT and VAP to the CLIENT, and to keep no copy thereof, upon completion of the contracting or consulting work;
to post one extract, maximum size 1024 x 1024 pixels, of any PRODUCT or VAP on an internet site, in an internet-compatible image format (without associated metadata), with the following credit conspicuously displayed: "© CNES 2004-2007 / Spot Image" written in full. The posting of such an extract shall be used for CLIENT activity promotion purposes only (and only if such activity and/or promotion do not relate to the provision of online mapping and location-based services), and may in no event allow downloading of the extract posted, nor be used to distribute, sell, assign, dispose of, lease, grant a sub-licence or transfer such extract.
Prior to any posting, the CLIENT shall inform Spot Image, specifying the URL address used by CLIENT, at the following email address: sales@spotimage.com;
to print any extract, maximum size 1024 x 1024 pixels, of a PRODUCT or a VAP, and to distribute such printed extract for promotion purposes only. Such printed extract shall include the following credit conspicuously displayed: "© CNES 2004-2007 / Spot Image" written in full;
to freely use and distribute DERIVATIVE WORKS. Notwithstanding the foregoing, the CLIENT shall not be entitled to sell, distribute, assign, dispose of, lease, grant a sub-licence or transfer, directly or indirectly, any DERIVATIVE WORKS to any third party established, incorporated or located on Canadian territory. Before any sale, distribution, assignment, lease or transfer of any DERIVATIVE WORKS, the CLIENT shall obtain from his customer a written commitment to comply with this restriction, and shall obtain from him that it be passed on to any and all users of the DERIVATIVE WORKS.

All rights not expressly granted by Spot Image under the present Article 2.1 are hereby retained by Spot Image.

2.2. Prohibited Uses

The CLIENT recognizes and agrees that the PRODUCT is and shall remain the property of Spot Image, and contains proprietary information of Spot Image and thus is provided to the CLIENT on a confidential basis.

The CLIENT shall not, and shall cause any contractor or consultant engaged as per the provisions of Article 2.1(f) not to do any of the following:

do anything not expressly authorized under Article 2.1; and
alter or remove any copyright notice or proprietary legend contained in or on the PRODUCTS.

Article 3 - Intellectual Property Rights

3.1.

The satellite imagery data contained in the PRODUCT are the property of the Centre National d'Etudes Spatiales (CNES), France.

3.2.

The PRODUCT is protected by French and international copyright laws.

3.3.

In addition, the PRODUCT and the satellite imagery data contained therein are protected by articles L 341-1 to 343-4 of the French Code of Intellectual Property Law as amended by the statute of 1 July 1998, relative to database copyright and to similar statutes in European countries that have incorporated EU Directive 96/9/EC of 11 March 1996 on database copyright into their laws.

Article 4 - Warranty - Liability

4.1.

Spot Image warrants that it has sufficient ownership rights in the PRODUCT to make the PRODUCT available to the CLIENT under the terms of the present Licence.

4.2.

The PRODUCT is complex; Spot Image does not warrant that the PRODUCT is free of bugs, errors, defects or omissions, and that use of the PRODUCT will be error-free or uninterrupted nor that all non-conformities will or can be corrected. It does not warrant that the PRODUCT shall meet the CLIENT's requirements or expectations, or shall be fit for the CLIENT's intended purposes. There are no express or implied warranties of fitness or merchantability given in connection with the sale or use of this PRODUCT. Spot Image disclaims all other warranties not expressly provided in Articles 4.1 and 4.2. and in Article 9 of the "General Terms and Conditions for the On-line Supply of SPOTMaps satellite image products".

4.3.

In no event shall Spot Image, nor anybody having contributed to development and/or production and/or delivery of the PRODUCT, be liable for any claim, damage or loss incurred or caused by the CLIENT, including without limitation any indirect, (such as loss of production, revenue, turnover or profits or increased production costs etc.) compensatory, consequential, incidental, special, incorporeal (such as loss of production, revenue, turnover or profits or increased production costs etc.) or punitive damages arising out of the use of or inability to use the PRODUCT, and shall not be subject to legal action in this respect.

The cumulative financial liability of Spot Image and of anybody having contributed to developing and/or production and/or delivery of the PRODUCT is limited to distribution of the PRODUCT and shall not in any case exceed the price paid by the CLIENT to purchase the PRODUCT.

Article 5 - Miscellaneous

5.1.

This Licence shall run for an unlimited term.

Spot Image may, in addition to all other remedies to which it may be entitled under this "General Terms and Conditions for the On-line Supply of SPOTMaps (satellite image products)" or at law, terminate this Licence immediately by notice in writing if the CLIENT breaches any provision of this Licence. The CLIENT shall have no claim to any kind of refund in this case. Upon termination, the CLIENT shall return to Spot Image the PRODUCTS and VAPs.

5.2.

The CLIENT shall not transfer part or all of this Licence without Spot Image's prior written consent.

5.3.

In the event that any provision of this Licence is declared invalid or unenforceable, the remaining provisions of this Licence shall be applicable.

5.4.

Subject to the applicable mandatory provisions, any dispute between the parties shall be referred exclusively to the courts of France. For all business CLIENTS, the Commercial Tribunal of Toulouse, France shall have exclusive jurisdiction, irrespective of the place where the PRODUCT was downloaded and notwithstanding all clauses to the contrary.

This Licence is governed by the laws of France.