Terms and Conditions
These Terms & Conditions (“T&C”) between the data user (“Customer”) and Kleos Space S.A and its Affiliates (“Kleos Group”) is the basis upon which the Kleos Group provides the Product to the Customer as a licensee.
The T&C represent a legally binding contract between the Kleos Group and the Customer for the use of the Product and such T&C shall incorporate any Order.
”Affiliates” includes, in relation to either Kleos Space S.A or the Customer each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party.
”Product” means any data, product, value added product, service, analysis, tool, including, without limitation, information products and digital data sets.
”Derived Output” means any product or information derived and developed solely by the Customer for the Customer’s sole business use (including any visualisations or representations of the geospatial data) from the Product that does not contain any source image data (whether structured or unstructured) from the Product (including a reasonable facsimile of the Product) and is irreversibly modified and uncoupled from the Product.
”Order” means any quotation, purchase order or specification prepared by the Kleos Group and signed by the Customer.
”User” means any one of the following User types which is supplied with the Product (which includes where applicable the User’s employees and independent contractors):
• one individual;
• one company or corporation, not including subsidiaries, Affiliates, or representative offices;
• one office or department of a civilian national agency/ministry at the cabinet level or named government programme:
• one civilian national agency/ministry below the cabinet level;
• one office or department of a branch of a national military;
• one office or department of a national defence agency, national intelligence agency, or unified command;
• one federated state or provincial agency/ministry, county, or local government;
• one nongovernmental organization or non-profit organization within a single country;
• one educational organization within a country;
• one office or department within an international organization, institution, or agency, including the United Nations or European Union; or
• any one entity or equivalent to any of the entities listed above.
”User Access Account” means an individual account provided by the Kleos Group, including unique authorization credentials, that permits the Customer to access the Product through the Kleos Group application programming interface (API).
”Purchaser” means any legal entity or government agency that enters or intends to enter into a binding agreement with the Kleos Group to obtain the Product provided under the terms of these T&C.
2. ACCEPTANCE OF LICENSING TERMS
The Customer is legally bound by the terms of the T&C if the Customer agrees to any of the following:
• accepting, wholly or partially, a quote for the supply of the Product;
• agreeing in writing to the terms of these T&C;
• opening the package containing the Product;
• downloading, installing, or using the Product on a computer or other electronic device;
• developing, using, or
• damaging or destroying the Product; or making available any Derived Output;
• accessing the Product either through an User Access Account or, if a different delivery mechanism is selected by the Kleos Group, opening the package containing the Product.
A license is non-transferable, unless otherwise approved in writing by the Kleos Group.
The license type (“License Type”) identified at the time of purchase of the Product determines the number or group of Users granted a license to engage in the permitted uses set out in clause 4. License types are defined within the Order.
4. GRANTED LICENSE AND PERMITTED USES
In consideration of the mutual covenants herein and for other good and valuable consideration, and conditioned upon the Customer’s acceptance of and compliance with all terms of these T&C, the Kleos Group grants the Customer a limited, nonexclusive, non-transferable license to:
• make unlimited copies of the Product for internal use only
• use the Product to create a Derived Output. Unless otherwise agreed in writing between the Parties or except as set out in the T & C the Customer must not:
• sublicense, sell, rent, lease, or otherwise transfer or assign the Product to a third party;
• copy or otherwise reproduce the Product for external use;
• use the Product for any purpose not expressly permitted;
• remove, bypass, or circumvent any electronic or other form of protection included in the Product;
• reverse engineer or otherwise attempt to derive the algorithms, databases, or data structures from which the Product is derived; and
• alter or remove any copyright notice or proprietary legend contained in or on the Product.
5. LICENSE UPGRADE
The Customer is free to redistribute Derived Output without restriction. To redistribute the Product for commercial purposes or any other purpose not permitted by these T&C, the Customer must request additional licensing rights from the Kleos Group. The Kleos Group may, exercising its own discretion, grant additional licensing rights allowing additional uses for which the appropriate license fees will have been paid (”License Upgrade”). The relevant License Upgrade will be attached as an amendment to these T&C. The inclusion of the Product or data contained in the Product in any product for resale or distribution is considered valueadded work and is not allowed under these T&C without purchasing the necessary License Upgrade.
6. INTELLECTUAL PROPERTY
All intellectual property of any nature in the Product is owned by the Kleos Group. The Kleos Group retains all rights, title, and ownership interest not granted under these T&C. From the date of acceptance of these T&C by one of the means listed in Clause 2 the Customer shall employ best efforts to protect all intellectual property in the Product from unauthorized use, distribution, disclosure, or publication.
7. PROPRIETARY INFORMATION
The Product contains information proprietary to the Kleos Group. The Customer will not alter or remove any copyright notice or proprietary statement contained in or on the Product, unless otherwise agreed in writing by the Kleos Group. Furthermore, the Customer will impose this same obligation on any employee, contractor or consultant it engages.
8. LIMITED WARRANTY
The Kleos Group warrants having sufficient rights in the Product to make it available to the Customer under the terms of these T&C. The Kleos Group makes no warranty as to the suitability of the Product or its fitness for the Customer’s requirements or intended purposes. The Kleos Group makes no warranty that the Product is free of errors, defects, or omissions, or that the operation and use of the Product will be error-free, uninterrupted, or that all nonconformities can or will be corrected. Except for the above express limited warranty, the Kleos Group disclaims all other warranties of any kind—express or implied— including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-interference, system integration, and non infringement. The Product and any accompanying documentation are provided “as is”. The Kleos Group does not warrant that the Product will meet the Customer’s needs or expectations.
9. LIMITATION OF LIABILITY
Kleos Group will not be liable to the Customer for costs of substitute goods or services; lost profits, lost sales, or business expenditures; investments or other business commitments; loss or corruption of data; lost goodwill; or any indirect, incidental, consequential, or punitive damages arising out of or related to these T&C or the use of any Product. In no event will the Kleos Group aggregate liability under all claims relating to the Product or otherwise arising out of these T&C exceed the total amount paid by the Purchaser or User to access and use the Product. The Kleos Group disclaims any liability not expressly provided for above.
The Customer will indemnify the Kleos Group and its licensors, and its/their respective owners, officers, directors, employees and agents, from all loss, damages, claims, expenses or attorney’s fees sustained by or asserted against the Kleos Group arising from or connected with (a) the Customer’s use of the Product for any purpose, (b) the Customer’s breach of any terms of these T&C or (c) any property damage or injury to or death of any person directly or indirectly caused by the Customer. The Kleos Group will provide the Customer notice of any claim. The Kleos Group will have the right to participate in the defence of any claim at its own expense.
11. CONFIDENTIAL INFORMATION
The Customer and Kleos Group, during the term of this license and thereafter, shall keep
confidential all, and shall not use for its own purposes (other than implementation of this license) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this license, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
12. COMPLIANCE WITH LAWS
The Customer acknowledges its responsibility to comply with all applicable laws and regulations in connection with use of the Product, including, without limitation, all export and import laws.
13. TERM AND TERMINATION
These T&C run for an unlimited term. In case of the predefined end date the agreement will extend for the same period unless the Customer informs the Kleos Group in writing of its wish to terminate the agreement on thirty (30) days’ notice with the post stamp being the reference date or by email where the email date is the reference date.
Upon the Kleos Group’s request, the Customer will provide reasonable assurances to the Kleos Group that the Customer’s use of the Product is consistent with these T&C. The Kleos Group may terminate these T&C with immediate effect by notice to the Customer in writing if the Customer breaches any term of these T&C. In this case, the Customer will have no claim to any remedy or refund of license fees paid. If the Customer uses any Product in an unauthorized manner or otherwise violate these T&C, the Kleos Group may, at its option, select any one or more of the following remedies in addition to any remedy available at law:
• demand return of the Product;
• enjoin the Customer’s use of the Product;
• charge the Customer a fee appropriate to its use of the Product; or
• charge the Customer for reasonable inspection and enforcement costs.
Upon termination, the Customer will delete all Products and provide evidence of its deletion to the Kleos Group. All provisions of these T&C that by their nature contemplate performance after termination will survive termination of these T&C.
14. APPLICABLE LAW AND VENUE
Applicable law shall be where the Customer’s primary place of business is located whether in the Grand Duchy of Luxembourg, the United States or England and Wales (“Primary Location”) excluding conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods. Applicable law in any primary place of business not in one of the Primary Locations shall be the Grand Duchy of Luxembourg (“Non-Primary Location”). The exclusive jurisdiction and venue for any disputes arising out of these T&C will be based upon the Primary or Non-Primary
location as it relates to the Customer’s primary place of business. A material breach of these T&C adversely affecting the Kleos Group’s proprietary rights may cause irreparable harm to the Kleos Group, for which a remedy at law would be inadequate; the Kleos Group will be entitled to injunctive relief in addition to any remedy it may have under these T&C or at law.
15. COMPLETE AND BINDING T&C
Subject to any specific terms of an Order of the Product incorporating these T&C, these T&C constitute 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. If any provision is determined to be invalid or unenforceable, the remaining provisions of these T&C will continue to be valid and enforceable. The Kleos Group’s failure to enforce any of the provisions in these T&C will not constitute a waiver of its right to do so. In the event of a conflict between the Order and the T&C, the terms of the T&C shall prevail.
Last revision: September 22, 2022.