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Terms Of Use

UMBRA SATELLITE TASKING SERVICES TERMS AND CONDITIONS

These terms and conditions (these “Terms”) govern your (“Customer” or “you”) use of the website located at www.umbra.space (the “Site”) and the satellite tasking platform, application programming interface, and corresponding satellite imagery database accessible via the Site offered by Umbra Lab, Inc., a Delaware corporation (“Umbra”). Please read the Terms carefully. By clicking “Agree,” accessing or using the Site, Canopy (as defined below) and/or any of Umbra’s Content (as defined herein), products, or services available therein (the “Services”), you agree to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms. To the extent that any license terms embedded in Umbra’s product are not consistent with these Terms, the terms in these Terms will supersede such contrary terms to the extent they conflict with these Terms. If these Terms are included in a contract with an entity, all entity users are bound by these Terms as negotiated and incorporated into the contract.

1. INTRODUCTION TO OUR SERVICES

Customer may license certain data (including images) collected by Umbra’s satellites (“Content”) via Umbra’s Services. Content made available through “Canopy,” Umbra’s tasking platform, or Umbra’s distributors, are licensed, not sold, to the Customer. Customer may select to license Content directly through Canopy pursuant to the terms and conditions of these Terms. To use Umbra’s Services and license Content, Customer needs compatible hardware, software, and Internet access.

Customer agrees that Umbra may collect and use data and related information—including but not limited to technical information about Customer’s device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, support, and other services to Customer (if any) related to the Services and Content. Umbra may use this information, as long as it is in a form that does not personally identify Customer, to improve its products or to provide services to Customer.

2. USING OUR SERVICES

Canopy is a tasking platform that enables you to request or task Umbra’s satellites to collect satellite imagery of certain nonrestricted areas via the functionality of the Services. Subject to applicable law, rule, and regulation, including Umbra’s existing contractual commitments (including without limitation to government agencies), Umbra grants Customer a limited, personal, non-exclusive, nontransferable, and non-sublicensable license and right to access and use the Services solely to request or task Umbra’s satellites to collect satellite imagery as contemplated under these Terms and to access and use the Site (and any Content available therein) for Customer’s business purposes. Customer, and not Umbra, will be responsible for such usage of Umbra’s Services.

(a) CANOPY ACCOUNT

Using Umbra’s Services and accessing Content that Customer licensed, unless accessed through a distributor, requires a registration with Canopy and creation of Customer’s Canopy account (“Account”). Customer will not allow any individual other than those individuals whom Customer has, subject to the regulatory review below, authorized to use the Services (each, an “Authorized User”) to access or use the Services. Customer agrees to provide Umbra with accurate, complete and current account information and keep this information up to date. Customer is solely responsible for all activities that occur under its Account and for maintaining its Account’s confidentiality and security. Umbra is not responsible for any losses arising from its unauthorized use. Customer agrees to promptly contact Umbra if it suspects that its Account has been compromised. Umbra will have the right to rely upon any information received from any person using a password or other security measures assigned to Customer or its Authorized Users and will incur no liability for this reliance.

All registrations with Canopy will be subject to regulatory review by Umbra or a third party at Umbra’s sole discretion. Umbra reserves the right to refuse Services and Content to anyone for any reason, including, without limitation, if Umbra is prohibited from providing the Content or Services to Customer. Customer’s access to Canopy and Umbra’s Content and Services may be disabled, suspended or terminated if Umbra for any reason, including, without limitation, if Umbra discovers or suspects a breach in any of the security measures established by Umbra, such as unauthorized access or attempted access to Customer’s Account or any use of Customer’s Account except by an Authorized User.

(b) PAYMENTS

Fees. Umbra requires payment of a fee for use of the Services (or certain portions thereof), and you agree to pay all such non-refundable fees (“Fees”) without offset or deduction. You may have the option of ordering Services by making a one-time payment (a “Snapshot Payment”) or by subscribing to recurring orders of Services, to be billed on a metered basis (“Subscription”). You expressly authorize us (or our third-party payment processor) to charge you for all orders placed by your Account.

Payments. Payments of sums due to Umbra under these Terms (including Snapshot Payments and Subscriptions) must be made in U.S. dollars by check, wire transfer of immediately available funds to an account designated by Umbra or such other payment method mutually agreed by the Parties (such as a credit card, debit card, gift card/code, or other method available in your home country). All payments are non-refundable and you may not set off, discount or otherwise reduce or refuse to pay any amounts due to Umbra under these Terms. If you fail to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Umbra may suspend Services until all payments are made in full. You will reimburse Umbra for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.

Subscriptions. For Subscriptions, Umbra will issue monthly invoices to you for your use of the Services, and you will pay all amounts set forth on any such invoice upon receipt. If you have signed up for automatic billing, Umbra will charge your selected payment method for any Fees on the applicable payment date, including any applicable taxes. If Umbra cannot charge your selected payment method for any reason (such as expiration or insufficient funds), You remain responsible for any uncollected amounts, and Umbra will attempt to charge the payment method again as you may update its payment method information. In accordance with local law, Umbra may update information regarding your selected payment method if provided such information by your financial institution. You may cancel your Subscription at any time via the functionality of the Services or by sending an email to support@umbra.space, however, you will remain responsible for any scheduled and non-cancellable orders for Services made prior to such cancellation (including without limitation such orders for Services scheduled to occur in the next three (3) days. Umbra reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days’ prior notice to you (which may be sent by email).

Taxes. You are responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by you to Umbra hereunder. Without limiting the foregoing, in the event that you are required to deduct or withhold any taxes from the amounts payable to Umbra hereunder, you will pay an additional amount, so that Umbra receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

(c) DELIVERY AND DOWNLOADS

Customer will be notified electronically once the Content is available in the Customer's Account. Customer acknowledges and agrees that Umbra does not guarantee availability of the Content after the delivery, and may in its sole discretion revoke access to such Content, including, without limitation, if required by an applicable governmental authority.

3.CONTENT LICENSE

(a) CREATIVE COMMONS 4.0 LICENSE

By accessing and using the Services, you acknowledge and agree that any Content that may be provided to you via the Services will be licensed to you under the terms and conditions of the CC BY 4.0 license. By accessing, downloading, or using such Content, you acknowledge and agree that your use of the Content will be subject to the terms of that license. In addition, Umbra may, from time to time and in its sole discretion, also make available certain other Content on its Site under the CC BY 4.0 (the “Archival Content”). By accessing, downloading, or using such Archival Content, you acknowledge and agree that your use of the Archival Content will be subject to the terms of that license. For clarity, Umbra Satellite Tasking Services Terms and Conditions does not guarantee availability of the Archival Content, and may in its sole discretion revoke access to such Archival Content, including if required by an applicable governmental authority.

(b) ATTRIBUTION

Except as otherwise indicated by Umbra, Customer agrees to attribute Umbra in accordance with the requirements of the CC BY 4.0 license when sharing Content publicly. Such obligations include, without limiting the terms of the CC BY 4.0 license, indicating if adaptations and modifications to the original data were made by Customer. All associated works (including without limitation extracted features, object counts, elevation models, etc.) must also include the following copyright notice on or adjacent to the Content: [SAR-derived data © [2021] Umbra Lab, Inc.]

(c) OWNERSHIP

Subject to Section 3(a) of this Agreement, all right, title and interest in and to the Content including all corrections, enhancements, or other modifications made by Umbra or any third party at Umbra’s direction, and all intellectual property rights therein are the sole and exclusive property of Umbra. Except as expressly granted hereunder, Umbra retains all rights in and to the Content. In addition, the Umbra name, the Umbra logo, Canopy, and other Umbra trademarks, service marks, graphics, and logos used in connection with the Services and Content are trademarks or registered trademarks of Umbra. Customer is granted no right or license with respect to any of the foregoing.

4.SERVICE RESTRICTIONS

You agree not to do any of the following:

  1. Except as expressly set forth herein, use, display, mirror or frame the Services or any individual element within the Services, Umbra’s name, any Umbra trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Umbra’s express written consent;
  2. Except as expressly set forth herein, permit any individual, other than Authorized Users, to access and use the Services;
  3. Access, tamper with, or use non-public areas of the Services, Umbra’s computer systems, or the technical delivery systems of Umbra’s providers;
  4. Attempt to probe, scan or test the vulnerability of any Umbra system or network or breach any security or authentication measures;
  5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Umbra or any of Umbra’s providers or any other third party (including another user) to protect the Services;
  6. Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Umbra or other generally available third-party web browsers;
  7. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  8. Use any meta tags or other hidden text or metadata utilizing a Umbra trademark, logo URL or product name without Umbra’s express written consent;
  9. Except as expressly permitted hereunder, use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  10. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
  11. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
  12. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  13. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  14. Impersonate or misrepresent your affiliation with any person or entity;
  15. Violate any applicable law or regulation; or
  16. Encourage or enable any other individual to do any of the foregoing.

Umbra reserves the right to monitor access to or use of the Services for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. Umbra reserves the right to remove or disable access to any content, including, without limitation, any Content, at any time and without notice, including, but not limited to, if Umbra believes such Content violates any applicable law, rule, regulation, or other governmental mandate, order, or policy, or if Umbra, in its sole discretion, considers it to be harmful or otherwise in violation of these Terms. Umbra has the right to investigate violations of these Terms or conduct that affects the Services. Umbra may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

5. TERM AND TERMINATION

(a) TERM

These Terms commence upon acceptance (including via access and use of the Services or any Content) by Customer and continue until terminated as provided below.

(b) TERMINATION

By Umbra. Umbra may suspend or terminate Customer’s access to and use of the Services, including suspending access to or terminating Customer’s Account, at Umbra’s sole discretion, at any time and without notice to Customer, including if Customer fails, or if Umbra has a reason to believe that Customer has failed, to comply with any of the provisions of these Terms and/or terms of the licenses thereunder.

By Customer. Customer may terminate these Terms and associated rights at any time by cancelling Customer’s Account via the functionality of the Services or by sending Umbra an email at support@umbra.space; provided that Customer will remain liable for all amounts due under the associated Account up to and including the date of termination.

Survival. Upon termination or expiration of these Terms for any reason, Customer will (i) promptly cease use of the Services. The expiration or termination of these Terms does not relieve either party of any obligations that have accrued on or before the effective date of the termination or expiration. Sections 2(b) (only for payments due and owing to Umbra prior to the termination), 3(c), 4, 5(b), and 6 –12 survive the termination or expiration of these Terms.

6. LIMITED WARRANTY; DISCLAIMER

Umbra warrants that the Content, as delivered by Umbra to Customer’s Account, will (a) reasonably be of the area of interest as requested by Customer; and (b) reasonably comply in all material respects with the applicable specifications provided by Umbra to Customer. Umbra’s sole obligation and Customer’s exclusive remedy for a breach of this limited warranty is for Umbra, at its option and expense, to (i) replace the non-conforming Content; or (ii) credit Customer’s Account with Fees associated with such non-conforming Content. Any claim under this warranty must be made within thirty (30) days after delivery of the non-conforming Content. This limited warranty is void if any non-conformity has resulted from any accident, abuse, misuse, misapplication, mistake or modification of or to the Content by anyone other than Umbra or any breach by Customer of these Terms.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, CUSTOMER EXPRESSLY AGREES THAT CUSTOMER’S USE OF, OR INABILITY TO USE, THE SERVICES AND CONTENT IS AT CUSTOMER’S SOLE RISK. THE SERVICES AND CONTENT ARE PROVIDED "AS IS'' AND "AS AVAILABLE" FOR CUSTOMER’S USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

UMBRA DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT CUSTOMER’S USE OF THE SERVICES OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, AND CUSTOMER AGREES THAT FROM TIME TO TIME UMBRA MAY REMOVE THE SERVICES OR CONTENT (OR ANY PORTION THEREOF) FOR INDEFINITE PERIODS OF TIME, CANCEL THE SERVICES AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE CUSTOMER’S ACCESS TO THE SERVICES FOR ANY REASON AND WITHOUT NOTICE TO CUSTOMER. UMBRA DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE FREE FROM DATA LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND CUSTOMER HEREBY RELEASES UMBRA FROM ANY LIABILITY RELATING THERETO. CUSTOMER SHALL BE RESPONSIBLE FOR BACKING UP CUSTOMER’S OWN SYSTEM, INCLUDING ANY CONTENT OBTAINED THROUGH THE SERVICES.

UMBRA SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY CUSTOMER IN CONNECTION WITH THE SERVICES, BUT CUSTOMER AGREES THAT CUSTOMER’S SUBMISSION OF SUCH INFORMATION IS AT CUSTOMER’S SOLE RISK, AND CUSTOMER HEREBY RELEASES UMBRA FROM ANY AND ALL LIABILITY TO CUSTOMER FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UMBRA BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF ANTICIPATED REVENUE OR PROFITS, LOSS OR DAMAGE TO CUSTOMER, INACCURACY OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF UMBRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UMBRA’S TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES EXCEED THE FEES PAID BY CUSTOMER FOR THE CONTENT GIVING RISE TO THE CLAIM, OR IF CUSTOMER HAS PAID NO FEES TO UMBRA HEREUNDER, $50. THE FOREGOING LIMITATIONS WILL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. INDEMNIFICATION

Customer will indemnify and hold Umbra and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) Customer or any Authorized User’s access to or use of the Services, (b) Customer’s (or any Authorized User’s) use of the Content, or (c) Customer’s (or any Authorized User’s) violation of these Terms. CUSTOMER AGREES THAT CUSTOMER SHALL NOT SUE OR RECOVER ANY DAMAGES FROM UMBRA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO SUSPEND OR TERMINATE CUSTOMER’S ACCESS TO THE SERVICES AND/OR CONTENT, TERMINATE GRANTED LICENSES OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF UMBRA'S CONCLUSION THAT A VIOLATION OF THESE TERMS HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THESE TERMS.

9. EQUITABLE REMEDIES

The parties agree that a breach or threatened breach by Customer of its obligations under these Terms would give rise to irreparable harm to Umbra and that Umbra will be entitled to seek equitable relief (without any requirement to post bond), including injunctive relief or specific performance of the terms, in addition to any other remedy to which it is entitled at law or in equity.

10. GOVERNING LAW

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 11 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Umbra are not required to arbitrate will be the state and federal courts located in Santa Barbara County, and you and Umbra each waive any objection to jurisdiction and venue in such courts.

11. DISPUTE RESOLUTION

Any dispute arising out of, relating to, or concerning these Terms (or any document comprising these Terms) shall, as a condition precedent to any arbitration or court proceeding, be mediated by the parties. The parties shall mutually agree upon a mediator, and shall schedule and conduct mediation at a mutually convenient time and place. Each party shall bear its own costs, fees and expenses associated with such mediation, except that the parties agree to split equally the costs and expenses of the mediator and the conduct of the mediation itself. Any dispute which is not resolved by mediation and which arises out of, relates to or concerns these Terms, may be resolved by arbitration administered by the American Arbitration Association under its commercial arbitration rules (except that discovery shall be permitted in accordance with the Federal Rules of Civil Procedure), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. All arbitration hearings shall be conducted in Santa Barbara, California. Each party will bear its own costs, fees, and expenses associated with any arbitration, except that the parties agree to split equally the costs and expenses of the arbitrator or panel and the conduct of the arbitration itself. If for any reason the dispute is not resolved by arbitration, the parties agree that any civil action to decide such dispute shall be brought in the state and federal courts located in Santa Barbara, California. Notwithstanding any provision to the contrary, Customer agrees to bring any claim or dispute against Umbra (including payment disputes) within one year after the occurrence of the event giving rise to such dispute. CUSTOMER AND UMBRA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate any third party claims with either party’s claims, and may not otherwise preside over any form of a representative or class proceeding.

12. GENERAL

(a) CHANGES

Umbra reserves the right at any time to modify these Terms and to add new or additional terms or conditions on Customer’s use of the Services and licensing of Content. Such modifications and additional terms and conditions will be effective immediately and incorporated into these Terms. Customer’s continued use of the Services and licensing of Content will be deemed acceptance thereof. Umbra further reserves the right to modify, suspend, or discontinue the Services (or any part of Content thereof) at any time with or without notice to Customer, and Umbra will not be liable to Customer or to any third party should it exercise such rights.

(b) COMPLIANCE WITH LAWS

Customer agrees to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to Customer or Customer’s use of the Services, including without limitation, the Global ABAC Regulations and the Sanctions and Export Control Laws. For purposes of this Agreement, the “Global ABAC Regulations” means the Foreign Corrupt Practices Act (FCPA), as amended, the UK Bribery Act 2010, or any comparable law in any country applicable to the Services or to the Customer or Umbra; and the “Sanctions and Export Control Laws” means any law, regulation, statute, prohibition, or similar measure applicable to the Services and/or to Customer or Umbra relating to the adoption, application, Umbra Satellite Tasking Services Terms and Conditions implementation and enforcement of economic sanctions, export controls, trade embargoes or any other restrictive measures, including without limitation, (i) the International Traffic in Arms Regulations (“ITAR”) administered by the U.S. Department of State and the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce (including the antiboycott regulations administered by the Office of Antiboycott Compliance); (ii) United States customs regulations administered by the U.S. Customs and Border Protection; (iii) the International Emergency Economic Powers Act, as amended; the Trading With the Enemy Act, as amended; and the statutes, Executive Orders, and regulations administered by U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); and (iv) the EU Dual-Use Regulation, Council Regulation (EC) No 428/2009.

Customer’s use of the Services may also be subject to other laws. Customer may not use the Services or otherwise export, re-export, transfer or release the Content except as authorized by the Sanctions and Export Control Laws and any other applicable United States law and the laws of the jurisdiction in which Services or Content were obtained, received or used. In particular, but without limitation, Customer agrees that it will not export, re-export, transfer, release or otherwise make available Content, directly or indirectly, to or from any country, region, individual or entity in violation of, or for purposes prohibited by Sanction and Export Control Laws, including for prohibited end users or end uses including without limitation proliferation-related and certain military-intelligence end users and end-uses.

By using the Services and the Content, Customer represents and warrants that neither it nor any of its Authorized Users are or are engaged in any transaction or other business (i) in violation of Sanctions and Export Control Laws; (ii) with any entity (A) appearing on the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders list, or the Sectoral Sanctions Identifications List maintained by OFAC, or owned or controlled by such an entity or individual or group of entities or individuals, (B) appearing on the Denied Persons List, Entity List, or Unverified List maintained by the U.S. Department of Commerce Bureau of Industry and Security (“BIS”), (C) appearing on the Debarred List of the U.S. Department of State Directorate of Defense Trade Controls (“DDTC”), or (D) persons identified by any other list of sanctioned or restricted parties for export, import, sanction, government contracting, or related reasons administered by the U.S. government or any other government in which the Customer conducts business; (iii) in violation of the antiboycott prohibitions, or failed to comply with the reporting requirements, of the Antiboycott Regulations (15 C.F.R. Part 760) and the Tax Reform Act of 1976 (26 U.S.C. § 999); or (iv) with any entity organized, incorporated, established, located, resident in, or a citizen, national, or the government, including any political subdivision, agency or instrumentality thereof, of Cuba, Iran, North Korea, Syria, or the Crimea region, or any other country or region embargoed or subject to substantial trade restrictions by a governmental authority in any jurisdiction in which the Customer is organized, located, or operates.

Customer also agrees that it will not access or use Services or Content for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons. Customer agrees to provide Umbra with the assurances and official documents that Umbra may request periodically to verify Customer’s compliance with these Terms.

Customer agrees that Umbra shall have no obligation to provide any Services or Content where Umbra believes the provision of Services or Content could violate Sanctions and Export Control Laws.

(c) U.S. GOVERNMENT RIGHTS

The Services and Content are “commercial items” as that term is defined by FAR 2.101. If Customer is a U.S. Federal Government Agency (“Government Customer”), Umbra provides the Services and Content, including any related technical data, in accordance with the following: The Government Customer acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and the software customarily provided to the public as defined in these Terms. In addition, DFARS 252.227-7015 (Technical Data –Commercial Items) applies to technical data acquired by DoD agencies, except under GSA schedule contracts. If the Government Customer has a need for rights not conveyed under the terms described in this Section 12(c), it must negotiate with Umbra to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum (between Umbra and Customer) specifically conveying such rights must be included in any applicable contract or agreement to be effective. If these Terms fail to meet the Government Customer’s needs or is inconsistent in any way with Federal law, and the parties cannot reach a mutual agreement on terms for Customer’s use, Customer agrees to terminate Customer’s use of the Services and Content and return the Services and Content, and any other software or technical data delivered as part of the Services and Content, unused, to Umbra. This U.S. Government Rights clause in this Section 12(c) is in lieu of, and supersedes, any other FAR, Umbra Satellite Tasking Services Terms and ConditionsDFARS, or other clause, provision, or supplemental regulation that addresses Government Customer’s rights in the Services, Content, and computer software or technical data.

(d) MISCELLANEOUS

Umbra and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. Customer acknowledges that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Customer agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

These Terms constitute the entire agreement between Customer and Umbra and govern Customer’s use of the Services and licensing of Content, superseding any prior agreements with respect to the same subject matter between Customer and Umbra. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Umbra's failure to enforce any right or provisions in these Terms will not constitute a waiver of such or any other provision. Umbra will not be responsible for failures to fulfill any obligations due to causes beyond its control.

Risk of loss for all electronically delivered Content shall pass to the acquirer upon electronic transmission to the recipient.

Umbra may notify Customer with respect to the Services by sending an email message to Customer’s email address or a letter via postal mail to Customer’s mailing address. Notices shall become effective immediately. Umbra may also contact Customer by email or push notification to send additional information about the Services or Content. All of Customer’s notices must be in writing and addressed to legal@umbra.space.

Customer hereby grants Umbra the right to take steps Umbra believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms or licenses contemplated hereunder. Customer agrees that Umbra has the right, without liability to Customer, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as Umbra believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms (including but not limited to Umbra's right to cooperate with any legal process relating to Customer’s use of the Services and/or Content).

The Services may allow you to access third-party websites or other resources. Umbra provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. Customer acknowledges sole responsibility for and assumes all risk arising from Customer’s use of any third-party resources.

Last Updated: June 17, 2021

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