Revision: June 2026
These SatVu Terms & Conditions (“Terms & Conditions”) cover the access to and use of SatVu Products. These Terms & Conditions are incorporated by reference into the applicable Purchase Agreement and form part of the contract between Global Satellite Vu Limited and its Affiliates (“SatVu”, “we”, “us”, and “our”) and the customer specified in the Purchase Agreement (“Customer”, and “you” and “your”).
The contract between SatVu and Customer (“Agreement”) consists of:
A. The Purchase Agreement; and
B. These Terms & Conditions; and
C. The appendices (each and “Appendix” and together, the “Appendices”) to the Terms & Conditions.
We recognise that, in certain circumstances, you may not have an executed Purchase Agreement with SatVu. In such circumstances, by accessing a SatVu Product, your Agreement shall consist of these Terms & Conditions and the Appendices.
By executing a Purchase Agreement incorporating these Terms & Conditions or otherwise accessing a SatVu Product, you agree (a) to pay SatVu an amount totalling no less than the Fees specified in the Purchase Agreement for SatVu Products, which shall be provided under the terms and conditions set forth in the Agreement. If no Fees are specified in a Purchase Agreement or you do not have a Purchase Agreement, you agree to pay for each SatVu Product according to our then applicable pricing guidelines.
You are responsible for determining which SatVu Product best meets your needs. We reserve the right, in our sole discretion, to: (a) provide SatVu Products using any combination of our satellites, ground stations, hardware, software, or delivery, and (b) change, modify, add to, or discontinue SatVu Products at any time and for any reason. In the event that we discontinue a SatVu Product, we will make commercially reasonable efforts to transition you to a similar SatVu Product or, if no similar product is available, to refund any amounts you have prepaid for such discontinued product.
You acknowledge and agree that all SatVu Products are provided by us on a non-exclusive basis. Unless we agree otherwise, nothing in the Agreement prevents, restricts, or limits our right and ability to market, sell, or provide the same or similar products and services (including those first developed specifically for you) to any third-party. Nothing in this Agreement provides you the right to control our satellites or any Intellectual Property Rights in our satellites. You further acknowledge and agree that: (d) we may enter into an agreement with a third-party for the exclusive tasking of our satellites over a certain geographic region, (e) our satellites are operated pursuant to government rules and regulations, and (f) either condition (d) or (e) may impact or pre-empt entirely our ability to provide SatVu Products to you.
3.1. You shall pay us the Fees set forth in the Purchase Agreement.
3.2. We will invoice you for the Fees at the frequency specified in the Purchase Agreement or, if no invoicing frequency is specified, we will invoice you monthly based on your actual utilization.
3.3. Unless otherwise agreed in the Purchase Agreement, you will place orders for individual SatVu Products in the SatVu Platform according to SatVu’s then applicable ordering guidelines. SatVu may accept or reject an order for any reason. If your account balance is insufficient to cover your SatVu Product orders, we may, in our sole discretion, either (i) reject the order or (ii) accept the order and invoice you for the SatVu Products at the then current listing price in the pricing guideline and subject to the invoicing provisions in clause 3.2.
3.4. If your Purchase Agreement specifies a Minimum Purchase per Term to the extent that you fail to order SatVu Products totalling the Minimum Purchase per Term during the Term, you agree to pay us the difference between the Minimum Fees per Term and the total value of SatVu Products ordered during the applicable Term within thirty (30) days of the end of the applicable Term. In no event shall we be required to roll-forward, credit, or refund an unutilized Minimum Fees per Term.
3.5. You will pay any invoices in accordance with the payment terms specified in the Purchase Agreement or, if no payment term is specified, payments are due thirty (30) days from the invoice date. Unless otherwise agreed, all payments are non-refundable and shall be made through ACH, wire transfer, or similar method. We do not accept cheques.
3.6. All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction, or withholding of any kind. You may receive multiple invoices. Each invoice stands on its own and will be paid in accordance with its terms without set-off, counterclaim, deduction, or withholding of any kind against any other invoice.
3.7. Any amounts that you owe that are not paid by the applicable due date shall accrue a monthly service charge of 1.5% of the amount due or the maximum amount of interest for late payment allowed by applicable law, whichever is less. We reserve the right to not apply a service charge if you are disputing an invoice in whole or part reasonably and in good faith and are cooperating diligently to resolve the dispute.
3.8. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes.
3.9. The Fees exclude all Taxes, which you shall pay in addition to the Fees and which will be included in your periodic billing. SatVu will remit the Taxes to the appropriate government authority.
These Terms & Conditions apply whether you order: (a) SatVu Products directly or indirectly through a contractor or acquiring entity, (b) directly or indirectly through a SatVu Partner, and/or (c) through the SatVu Platform or third-party online platform.
If you purchase SatVu Products from a SatVu Partner, the terms of the Agreement apply to your use of SatVu Products and prevail over any inconsistent provisions in your agreement with the SatVu Partner, unless we expressly consent otherwise in writing. If you purchase through a SatVu Partner, you shall be considered the “Customer” for purposes of this Agreement, including enforcement.
Except as to certain provisions that otherwise survive termination or expiration of this Agreement, the Agreement runs through the Term. Upon expiration of the Term, we may provide you the opportunity to renew the Agreement at the then prevailing or alternative pricing.
6.1. We may terminate this Agreement upon written notice:
6.1.1. for non-payment of any Fees provided that you shall have 10 calendar days from the date of receipt of the notice of non-payment to cure the deficiency;
6.1.2. immediately if you are in breach of clauses 8 (Security), 13 (Intellectual Property), or 19 (Confidentiality) of this Agreement;
6.1.3. immediately if you are in breach of any clause relating to security, intellectual property, or confidentiality pursuant to any other agreement between the Parties;
6.1.4. immediately if we lose our licence to operate our satellites; or
6.1.5. immediately if you become the subject of a voluntary petition in bankruptcy, an involuntary petition in bankruptcy that is not dismissed within 90 days, or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
6.2. Either Party may terminate this Agreement upon a material breach of this Agreement (but excluding non-payment, which is governed by clause 6.1.1 above) by the other Party and failure of such other Party to cure that material breach within 30 days of delivery of a notice of breach by the Party seeking to terminate.
7.1. Upon your termination of this Agreement pursuant to clauses 6.2.1 or 6.2.2 or our termination under clause 6.1.4, we shall refund you any prepaid Fees less (a) any amounts that have accrued prior to termination on account of SatVu Products you have received and (b) any further amounts we are entitled to under this Agreement.
7.2. Upon our termination of this Agreement pursuant to clauses 6.1.1-6.1.3 and 6.2.1, and in addition to any other sums due under this Agreement, you shall pay:
7.2.1. all Fees then due; and
7.2.2. the remainder of the Fees specified in the Purchase Agreement that would have been paid for the remainder of the then current period (not including any remaining renewal periods) had we not terminated this Agreement.
7.3. In no event will any termination relieve you of your obligation to pay any Fees for any periods prior to the effective date of termination.
7.4. All payments pursuant to this clause shall be made within 15 days of the effective date of termination.
7.5. Immediately upon termination or the expiration of the Term, you shall:
7.5.1. cease using SatVu Products and accessing the SatVu Platform;
7.5.2. promptly destroy SatVu Products in your possession or the possession of your Internal Users, shared users, consultants, or agents. We acknowledge that SatVu Products may persist on archival or backup systems for a period of time in accordance with your standard data retention policies, but you agree that SatVu Products will not be used following termination; and
7.5.3. comply with your obligations with respect to the return or destruction of our Confidential Information.
7.6. All remedies and rights under this clause 7 shall be without prejudice to other remedies that may be available to either Party under applicable law.
8.1. We may employ security measures to monitor usage of any SatVu Products to ensure your compliance with this Agreement so long as the security measures are not prohibited by applicable law. Any attempt to circumvent such access restrictions or our security measures will be considered a material breach of this Agreement.
8.2. We may issue you one or more passwords for access to the SatVu Platform and/or SatVu Products (“Credentials”). Credentials are for your use only and may not be shared with anyone else.
8.3. You are responsible for:
8.3.1. Maintaining the confidentiality of your Credentials.
8.3.2. All activities that occur under your account(s), including all actions by your Internal Users.
8.3.3. Notifying us immediately of any unauthorised use of SatVu Products and/or the Credentials by you, your Affiliates, your shared users, or your Internal Users.
8.3.4. Terminating Internal Users’ access to Credentials upon their termination by you.
You shall maintain complete records relating to this Agreement for a period of three (3) years following the expiration or termination of the Agreement. Such records include, but are not limited to, accurate and complete records identifying those Internal Users accessing the SatVu Platform, SatVu Products, and any Data Derivatives. At our request, you will permit us or an independent third-party that we select to audit such records for compliance with this Agreement. Unless the result of an audit reveals a material breach of the Agreement, in which case the audit shall be paid by you, all audits will be at our expense and be performed during normal business hours. We may not conduct more than one audit per calendar year.
You grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free licence to exploit any Feedback in any manner and for any purpose, including to improve SatVu Products or to create other products and services.
Each Party represents that: (a) it has validly entered into the Agreement, (b) it has the legal power to do so, and (c) entering into this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which it may be a party or bound.
12.1. General Warranty. We represent and warrant that we have sufficient rights in SatVu Products to make them available to you under this Agreement.
12.2. Performance Warranty. We warrant that (a) any SatVu Products delivered to you will perform in all material respects in accordance with the applicable Specifications, and (b) we will use commercially reasonable efforts to deliver SatVu Products free of Harmful Code. You will notify us in writing within seven (7) calendar days after the date SatVu Products have been made available if SatVu Products do not materially conform to the applicable Specifications. A SatVu Product has been “made available” on the date the SatVu Product is available for access on the SatVu Platform.
12.3. Disclaimer. We make no warranty as to the suitability of SatVu Products or their fitness for your requirements or intended purposes. We make no warranty that SatVu Products are free of errors, defects, or omissions, or that your operation and use of SatVu Products will be error-free, uninterrupted, or that all nonconformities can or will be corrected. We make no warranty that SatVu Products are accurate, reliable, quality, or complete and you rely on SatVu Products at your sole risk. Except for the above express limited general and performance warranties above, we disclaim all other warranties, conditions, and representations of any kind—express or implied—including, without limitation, as to quality, fitness for a particular purpose, non-interference, system integration, and non-infringement.
13.1. SatVu Products are licenced, not sold. You acknowledge that we own the Intellectual Property Rights in SatVu Products in accordance with this Agreement. You agree that you have no rights, title, or interests in or to SatVu Products, or any copies thereof, other than the licence grants found in the EULAs appended to these Terms & Conditions. You agree that you will not, at any time, commit, or permit any act that infringes our or our licensor’s Intellectual Property Rights in SatVu Products.
13.2. Your use of SatVu Products is governed by the EULAs.
13.3. We have utilised commercially reasonable efforts to ensure that SatVu Products do not infringe the Intellectual Property Rights of any third-party.
13.4. We own the Intellectual Property Rights for SatVu Products. Any Data Derivative, algorithm, or software developed by you using the Products shall remain your sole property, provided that such Data Derivative, algorithm, or software is not based on or derived from our Confidential Information or our Intellectual Property Rights.
13.5. You acknowledge that SatVu Products are commercial items developed at private expense and are provided to you subject to the usage restrictions set forth in the EULA.
14.1. Subject to the limitation of liability set forth in clause 18, we will indemnify you against reasonable and finally awarded losses, damage, claims, demands, actions, costs, charges, expenses, and liabilities of whatsoever nature (including legal fees) arising from any Infringement Claim.
14.2. In the event of an Infringement Claim, we may:
14.2.1. purchase any licence necessary to allow you to continue using the applicable SatVu Product;
14.2.2. modify or replace the applicable SatVu Product with substantially equivalent non-infringing SatVu Products; or
14.2.3. terminate this Agreement immediately and reimburse you for any Fees paid in advance for SatVu Products that will not be provided due to such termination.
14.3. We have no obligation under this clause or otherwise with respect to any Infringement Claim to the extent that it is based upon:
14.3.1. any unauthorised use of SatVu Products;
14.3.2. any use of SatVu Products in combination with other products, equipment, software, or data not provided by us;
14.3.3. any modification of SatVu Products by any person other than with our express authority;
14.3.4. any superseded release of a SatVu Product if the infringement would have been avoided by the use of the current release of that SatVu Product that we provided or made available to you prior to the date of alleged infringement;
14.3.5. your data or any Data Derivative; or
14.3.6. any SatVu Product provided on a trial, evaluation, or no charge basis.
14.4. This clause states our exclusive liability and your exclusive remedy for any Infringement Claims.
We agree to indemnify you, your Affiliates, and their respective Representatives from all reasonable and finally awarded losses, damages, claims, expenses, or attorney’s fees sustained by you arising from or connected with our gross negligence or willful misconduct. We will not make any admission in respect of any claim about, regarding, or impacting you without your prior written authorisation.
You agree to indemnify us, our Affiliates, and our licensors, and their respective Representatives (including the SatVu Representatives) from all reasonable and finally awarded losses, damages, claims, expenses, or attorney’s fees sustained by us arising from or connected with (a) your use of SatVu Products or Data Derivatives for any purpose, (b) your breach of any term of this Agreement, and (c) any property damage or injury to or death of any person directly or indirectly caused by you. You will not make any admission in respect of any claim about, regarding, or impacting us without our prior written authorisation.
For any claim to be indemnified under this Agreement, the Party seeking indemnification shall provide to the indemnifying Party: (a) written notice to the indemnifying Party as soon as reasonably practical, (b) the defence and control of such claim and its settlement, provided that SatVu shall have the right to participate in the defence of any claim at our own expense, and (c) reasonable cooperation.
To the maximum extent permitted by applicable law, under no circumstances will a Party or its Representatives be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or in any way relating to the Agreement or that result from the use of, or inability to use, SatVu Products, including loss of goodwill, work stoppage, lost profits, loss of data, computer failure, or malfunction, or any and all other commercial damages or losses, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory and whether or not a Party has been informed of the possibility of damage. The maximum aggregate liability of each Party under the Agreement will not exceed the greater of (a) the amount of Fees paid by you during the 12-month period immediately preceding the first event giving rise to such liability or (b) the amount of Fees that should have been paid by you during the 12-month period immediately preceding the first event giving rise to such liability. The Parties agree that such remedy is fair and adequate. These limitations of liability do not apply to liability arising from your failure to pay all amounts due or from a Party’s indemnification obligations under the Agreement. This limitation of liability is cumulative and not per incident. Nothing in this clause limits or excludes any liability that cannot be limited or excluded under applicable law.
19.1. If the Parties have entered into a separate mutual non-disclosure agreement (“NDA”), then as between the NDA and this clause 19, the provisions that afford the disclosing party the greatest protection shall apply.
19.2. Each Party agrees that it shall not at any time during this Agreement, and for a period of three years after termination of this Agreement, disclose to any person any Confidential Information concerning the other Party or its Affiliates, except as permitted in this clause.
19.3. Each Party may disclose the other Party’s Confidential Information:
19.3.1. to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other Party’s Confidential Information comply with this clause; and
19.3.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
19.4. No Party shall use any other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement or as required by law.
19.5. Each Party shall be responsible for ensuring that any person to whom Confidential Information is disclosed by them complies with any conditions of confidentiality applying to the Confidential Information under this Agreement and shall be liable for the actions or omissions of each such person in relation to the Confidential Information as if they were the actions or omissions of that Party.
19.6. At the written request of the Party to whom the Confidential Information relates, the other Party shall promptly return or destroy the Confidential Information in its possession or under its control, provided that the other Party shall be permitted to retain a back-up copy of such Confidential Information as reasonably necessary to exercise its rights and undertake its obligations that survive termination of this Agreement or as otherwise required by law, rule, regulation, or internal compliance policies. Any retained Confidential Information shall continue to be subject to the provisions of this clause notwithstanding the termination of this Agreement and may not be used other than for retention purposes.
20.1. The ability of each of the Parties to perform its obligations under this Agreement is subject to all applicable laws, including but not limited to, export laws, anti-corruption/anti-bribery laws, and privacy laws.
20.2. Each Party shall at its own expense comply with all laws, codes, regulations, governmental guidelines, and regulations relating to its activities under this Agreement, as they may change from time to time, and will secure any necessary permits, licences, registrations, approvals, and authorisations required by applicable law or government authorities in order to carry out the activities anticipated under this Agreement, and shall comply with any conditions binding on it in any applicable licences, registrations, permits, and approvals. Customer further agrees to comply with SatVu’s Mandatory Policies (provided at https://www.satellitevu.com/mandatory-policies and as may be amended from time to time).
20.3. Each Party shall notify the other as soon as possible if it or its Affiliates is included on any list maintained by the United States, United Nations, European Union, or United Kingdom that prohibits that Party or its Affiliates from engaging in export activities, doing business with such country or entity, or otherwise restricts its business activities in any way.
20.4. Notwithstanding any other rights and restrictions in this Agreement, Customer agrees that it will not (whether directly or indirectly) provide access to (or permit the benefit of) SatVu’s information, products or services to a Restricted Party or to a party operating, located or in any way connected with a Restricted Territory. For the purpose of this clause, "Restricted Party" means a Person that is from, resident or incorporated, or owned or controlled by (whether directly or indirectly) a Restricted Territory; and "Restricted Territory" means the People’s Republic of China, Russia, Syria, Belarus, North Korea and Iran, each as identified in NATO’s Strategic Concept of 2022. “Person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organisation, in each case whether or not having separate legal personality.
20.5. Nothing in this Agreement affects the rights of a Customer who is a consumer or any other rights whose exclusion or limitation is prohibited by law.
21.1 Subject to 21.2, the Agreement and any dispute shall be governed in all respects by the laws of England and Wales. The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute.
21.2 If you are a US customer, the Agreement and any dispute shall be governed in all respects by the laws of New York, and the Parties irrevocably agree that the courts of New York shall have exclusive jurisdiction to settle any dispute. Further, if you are a U.S. government or a non-U.S. government customer, please also refer to clause 23 below.
If we have a good faith basis to believe you are in material breach of this Agreement or any other agreement with us, we have the right to suspend immediately access to any or all SatVu Products until you cure such breach or demonstrate that no breach has occurred. A determination that no breach has occurred or the breach has been cured shall be in our sole discretion, such approval not to be unreasonably withheld. You are responsible for paying Fees through any suspension.
If you are a U.S. government or a non-U.S. government customer, including all departments, agencies, bureaus, and other organizational entities, we recognize that applicable public procurement laws of your jurisdiction may govern the Agreement (other than the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act), including mandatory dispute resolutions under applicable law. You and we further agree that, as between you and us, any provisions in the Agreement that are inconsistent with your applicable laws will not apply to the narrowest extent possible. We will cooperate with you to execute a separate appendix in connection with the Agreement confirming specific superseding terms. Unless otherwise noted in such superseding appendix, all provisions of the clause governing Intellectual Property shall apply and the EULA governs your use of SatVu Products. It is your obligation to notify us of any proposed exceptions to our EULAs or Intellectual Property Rights stated in clause 13, which exceptions shall be set forth in a separate Appendix.
24.1. Updates. We may update our Terms & Conditions at our discretion from time to time. Except for changes required by applicable law or government authorities, changes will not impose additional obligations on you with respect to actions you took before the change became effective unless you specifically agree to such changes, however, if you accept any SatVu Products after the modification, you will be deemed to agree to the modifications as to those new SatVu Products.
24.2. Prices. Our prices and promotions are generally subject to change on 30 days’ notice. We will notify you reasonably in advance of any fee changes.
24.3. Notices. Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by (i) hand, (ii) pre-paid first-class post or other next working day delivery service with delivery receipt, or (iii) email at the address or email address, as applicable, set out in the Purchase Agreement. Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left with an individual at the address specified in the Purchase Agreement, (b) if sent by registered post, at the time recorded by the delivery service, and (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
24.4. Publicity. If you are a U.S. government or a non-U.S. government customer, neither Party may issue any public announcement or press release regarding the Agreement without the other Party’s prior consent, not to be unreasonably withheld, delayed, or conditioned. For all other customers, we may: (i) identify you as a customer (including using your logo) in press releases, investor presentations, sales, advertising, and informational materials for conferences, congresses, and exhibitions/shows; and on our website until such time as you expressly request in writing that we cease such activities; and (ii) identify you as a customer (including using your logo) in press releases issued to comply with stock exchange rules, investor documents, and security filings.
24.5. Force Majeure. We will not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of our obligations in relation to SatVu Products or this Agreement, if the delay or failure was due to any cause beyond our reasonable control (including the failure beyond our reasonable control of a Third-Party Data Provider that supplies us with any data provided as part of SatVu Products). In the case of a force majeure event, we will be entitled to a reasonable extension of the time for performing our obligations. If the period of delay or non-performance continues for 90 days, you may terminate this Agreement by giving 30 days’ written notice to us.
24.6. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
24.7. Conflicting Terms & Priority. You waive, and we reject, any terms, including, without limitation, any additional or inconsistent terms that may be included on your purchase orders, vendor forms, supplier registration portal(s), or otherwise submitted or referenced by you and no such terms will apply to us or any SatVu Products ordered or utilized. To the extent of any conflict or inconsistency between the Purchase Agreement, the Terms & Conditions, and the Appendices, the following order of precedence shall apply:
24.7.1. the Purchase Agreement;
24.7.2. the Terms & Conditions; and
24.7.3. the Appendices.
24.8. Relationship of the Parties. Neither Party is a partner, employee, agent, or joint venturer of the other Party. Neither Party shall have the authority, and will not represent that it has any authority, to enter into agreements on behalf of the other Party.
24.9. Assignment. You may not assign any of your rights or obligations under this Agreement without our prior written consent (such consent not to be unreasonably withheld or delayed).
24.10. Change of Control. You acknowledge that additional Fees may be payable for SatVu Products if any material changes in the use of SatVu Products results from an (i) approved assignment of this Agreement; or (b) change of Control, proposed merger, consolidation, combination, or reorganization involving you or your Affiliates.
24.11. Entire Agreement. Except to the extent the Parties have entered into an NDA and such terms prevail in accordance with clause 19.1, this Agreement constitutes the entire agreement between the Parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings, and agreements between them relating to its subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. No terms or conditions stated in a Customer purchase order, vendor portal, or other Customer documentation submitted to us shall be incorporated into or form any part of this Agreement. All such terms and conditions shall be null and void.
24.12. Waiver. A waiver of any right or remedy under this Agreement is only effective if given in a signed writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
24.13. Severance. If any provision or part of a provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part of a provision of this Agreement is deemed deleted under this clause, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
24.14. Third-Party Beneficiaries. Except as set forth in this clause, the Parties do not confer any rights or remedies upon any person other than the Parties to this Agreement and their respective heirs, successors, and permitted assigns. The Parties designate: (i) Customer Representatives as third-party beneficiaries of this Agreement having the right to enforce clause 15; (ii) SatVu Representatives as third-party beneficiaries of this Agreement having the right to enforce clause 16; and (iii) our licensors and Third-Party Data Providers as third-party beneficiaries of this Agreement to the same extent it applies to and protects us.
24.15. Interpretation. Any words following the terms “including”, “include” or any similar phrase shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
24.16. Headings and Counterparts. Headings are inserted for convenience only. The Agreement, and any individual part thereof, may be executed in counterparts, and it may be signed, transmitted, and maintained in electronic form.
24.17. Survival. All provisions of the Agreement that reasonably may be interpreted as surviving any expiration or termination of the Agreement will so survive, including, but not limited to, clauses 10 and 13–19.
This Appendix is incorporated by reference into our Terms & Conditions and forms a part of the Agreement to which you and we are Parties. Capitalized terms used in this Appendix without definition have the corresponding meaning set forth in the Terms & Conditions. The following definitions apply in the Agreement:
“Affiliate” means any entity which directly or indirectly Controls, is Controlled by, or is under common Control with the applicable Party. “Control” for purposes of this definition, is defined as direct or indirect ownership of fifty percent (50%) or more of the voting interest or economic interest in the controlled entity or such other relationship whereby the controlling entity determines or has the right to determine the majority of the Board of Directors or an equivalent governing body of the controlled entity and Controls, Controlled and the expression change of Control shall be interpreted accordingly.
“Analytic Products” means SatVu’s proprietary artificial intelligence analytics and machine learning derived products, metadata, vectors, attributes, insights, measurements, predictive modeling, trend forecasting, natural language processing, analysis, summary, or other information report generated from our Imagery Products.
“Confidential Information” means all confidential information disclosed, in orally, in writing, or any other format, by a Party or its Representatives to the other Party and that Party’s Representatives in connection with this Agreement, which is either (a) labelled as such or (b) which should reasonably be considered as confidential because of its nature and the manner of its disclosure. For the purposes of this Agreement, SatVu’s Confidential Information includes, but is not limited to, (a) SatVu Products, (b) personal data about founders, directors, employees and contractors, (c) performance information about our business (operational, technical and financial), (d) product development information (algorithms, databases, designs, plans, roadmaps, technology, prototypes and any intellectual property), (e) strategy and operational information (reports, plans, targets, customers, financial and performance metrics, suppliers and advisors), and (f) pricing and value or discounts. In each case Confidential Information includes analyses, compilations, summaries, forecasts, studies, or other documents (whether in written or electronic form) and all information and material prepared or generated from such Confidential Information in any form.
Confidential Information excludes information that (a) is or becomes a matter of public knowledge through no fault of the receiving Party, (b) is rightfully received by the receiving Party from a third-party without restriction on disclosure, (c) was in the receiving Party’s rightful possession before receipt from the disclosing Party, (d) is disclosed by the disclosing Party to a third-party without a duty of confidentiality on the third-party, or (e) is independently developed by the receiving Party without reliance on Confidential Information, as can be shown by documentary evidence.
“Data Derivatives” means information which (i) is derived or extracted from the Imagery Products, (ii) does not contain any imagery data or other data from the Imagery Products, and (iii) is irreversible and uncoupled from the imagery or data of the Imagery Products.
“Documentation” means the product specifications, service descriptions, user manuals, integration guides, reference materials, and other documentation, whether in print or electronic format, that we make available relating to SatVu Products and SatVu Platform, as revised by us from time to time. Documentation includes any product specifications included in the Terms & Conditions.
“Entities” means on organization or individual that you have designated as being a recipient of Imagery Products on your Purchase Agreement. Entities may include Affiliates or non-Affiliates.
“EULA” means the end user licence agreement (provided at https://www.satellitevu.com/end-user-licence-agreement and as may be amended from time to time) and governs your ability to use SatVu Products.
“Feedback” means any input, comments, questions, suggestions, or recommendations regarding problems with, or proposed modifications or improvements to, our SatVu Products or new products or services we may provide access to from time to time.
“Fees” means the total aggregate fees specified in the Purchase Agreement. If a Fee is not specified in the Purchase Agreement, the fees for each SatVu Product shall be assessed at the time the order is placed in the SatVu Platform and assessed at then applicable price listed in our pricing guideline.
“Minimum Fees per Term” means the guaranteed minimum amount of Fees to be paid by you to us during the Term.
“Harmful Code” means any code, routine, program, procedure, or mechanism intended to do harm, including by way of example Trojan horses, worms, viruses, time bombs and trap doors.
“Imagery Products” means the proprietary infrared imagery and associated support metadata generated by our proprietary constellation of satellites, the proprietary imagery and associated support metadata included in our archives, and such other imagery products as we may offer.
“Infringement Claim” means any claim by a third-party against you alleging that the Products infringe any Intellectual Property Right of that third-party.
“Intellectual Property Rights” means all copyright and related rights, patent rights, trade or service marks, logos, rights to inventions, design rights, rights in or relating to databases, rights in or relating to confidential information, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, know-how and any other intellectual property rights (registered or unregistered) throughout the world including all rights of reversion and rights to any applications and pending registrations and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future anywhere in the world and the right to sue for and recover damages for past infringements.
“Internal User” means your employees and contractors who are required to access SatVu Products solely for the purposes permitted under this Agreement.
“Non-Commercial Purposes” means any purpose other than the copying, redistribution, retransmission, publication, or other exploitation of any SatVu Product for any commercial advantage or in exchange for a fee or other consideration, which may include, without limitation, (a) any use for advertising, marketing, or promotional materials, (b) services or materials for sale or for which you charge a fee, (c) books, news articles, or journals, or (d) for any other commercial purpose whatsoever.
“Party” means SatVu or Customer individually and “Parties” means them collectively.
“Platform” or “SatVu Platform” means the online cloud-based platform developed and operated by us and through which you can access SatVu Products via a subscription.
“Products” or “SatVu Products” means the API, SatVu Platform, the Imagery Products, the Analytic Products, and such other products or services as we may develop and offer to customers.
“Purchase Agreement” means the agreement for the purchase of SatVu Products in which these Terms & Conditions are referred to and which specifies the Fees to be paid by Customer to SatVu.
“Representatives” means in relation to a Party: (a) its Affiliates; and (b) its and its Affiliates’ officers, directors, agents, partners, and employees. SatVu’s Representatives shall also include any Third- Party Data Providers.
“SatVu Partner” means any reseller, distributor, or systems integrator authorized by us to sell SatVu Products.
“Taxes” means all taxes (including withholding, sales, goods & services, and value-added taxes), duties, fees, charges, tariffs, and assessments of any nature levied by any national, state, provincial, or local governmental authority, other than taxes on SatVu’s net income.
“Term” commences on the Start Date and runs through the earlier of (a) the date specified in the Purchase Agreement or (b) an event of termination pursuant to the Agreement.
“Third-Party Data Provider” means a third-party whose data, information, software, or other material is supplied as part of the Products.
The EULA (provided at https://www.satellitevu.com/end-user-licence-agreement and as may be amended from time to time) is incorporated by reference into our Terms & Conditions and forms a part of the Agreement to which you and we are Parties. Capitalized terms used in the EULA without definition have the corresponding meaning set forth in the Terms & Conditions (including Appendix A).
This Appendix is incorporated by reference into our Terms & Conditions and forms a part of the Agreement to which you and we are Parties. Capitalized terms used in this Appendix without definition have the corresponding meaning set forth in the Terms & Conditions or Appendix A. This Appendix shall be considered “Documentation” for purposes of the Terms & Conditions. Specification means the relevant product specification found at: https://www.satellitevu.com/specifications, (as may be modified from time to time).
