Oblique aerial imagery of beachfront neighborhood in Coogee, WA - 22 Dec. 2018

Legal: Product-Specific Terms

22 December 2018 | North Coogee, WA

Product-Specific Terms

TYPES OF PRODUCTS:

 

TERMS AND CONDITIONS APPLICABLE TO 3D EXPORT

  1. No Periodic Data Allowance – Periodic Data Allowance will not apply to the use of the 3D Export Product.  
  2. Export Allowance –
    1. The 3D Export Product includes an allocated Export Allowance that may be used by the Licensee to select an area within the Coverage Area to export from the Website into available 3D format.
    2. Each time the Licensee exports an area into 3D format, the area will count towards reducing the Licensee’s Export Allowance.
    3. The types of 3D format available for export will be at Nearmap’s sole discretion.
    4. Unused Export Allowance will not be rolled over to the next Period.
    5. The Licensee will not be able to export an area into 3D format where its’ Export Allowance remaining at the time of executing an export is less than the area for exporting.
  3. Export Restrictions – The Licensee acknowledges that certain export restrictions apply to the 3D Export Product, such as a minimum export area size and a maximum export area size, which are specified in the relevant Nearmap documentation from time to time.
  4. Retaining 3D data – Notwithstanding any other clauses in the Agreement, the Licensee may store 3D data exported from the Website to be used for the Permitted Purposes, and the Licensee may continue to retain any such exported 3D data until the Agreement expires or is terminated, at which point the clauses in the Agreement requiring the Licensee to delete, destroy or return to Nearmap all Products and clause 6 of these Product-Specific Terms apply.
  5. Top Up Blocks – If the Licensee is about to exceed its Export Allowance, the Licensee may purchase additional Top Up Blocks. The Top Up Blocks purchased will only be added to the Licensee’s usage account once payment has been made within the payment term specified on the invoice.
  6. Additional Audit Requirements – In addition to the audit requirements in the agreement, upon expiry or termination of the Agreement, the Licensee shall, within seven (7) days from the expiry or termination of the Agreement, provide Nearmap certification declaring that it has deleted and destroyed all 3D Export Products provided under this Agreement.
  7. Third Party Access – The Licensee is permitted to make the exported 3D data available to third party contractors that are providing visualisation services, including but limited to animation, presentation and static imagery creation ("Visualisation Work") to the Licensee strictly to the extent necessary for the third party to provide Visualisation Work to the Licensee only. At all times, the Licensee remains responsible and liable for all acts and omissions of any such third parties in connection with the use of the exported 3D data.
  8. Renewal –
    1. 3D Export Product will not automatically renew with other Products which the Licensee has subscribed with Nearmap. Renewal of this Product will be by mutual agreement between the parties.
    2. If the Agreement is further renewed, subject to the payment of the Fees, the Licensee may continue to use the 3D Export Products, which were exported by the Licensee under the initial Agreement, for the Permitted Purpose for the Renewal Term.
    3. If a Top Up Block has been purchased during the Term in addition to the existing 3D Export Product, the Top Up Block will not be included in any auto-renewal of the Agreement.
  9. Definition: For the purposes of this Product-Specific Terms:
    1. Derivative Works, specifically in relation to the Licenses’s use of the 3D Export Product, means any new work created by or for the Licensee that incorporates the 3D data where the 3D data cannot be separated and used on its own. For the avoidance of doubt, when the file format or file type of a Product has been amended, it remains a Product, and is not considered a Derivative Work.
    2. Export Allowance means the area allowance specified in the “Allowance” column of the Quote, unless otherwise agreed in writing between Nearmap and the Licensee.
    3. Top Up Block means any additional data blocks as specified on the Quote for the purchase of additional allowance at the then current price.

Back to Top

TERMS AND CONDITIONS APPLICABLE TO 3D VIEWER

  1. No Periodic Data Allowance – Periodic Data Allowance will not apply to the use of the 3D Viewer Product.  
  2. Additional Uses – The Licensee is permitted to capture static images or video snapshots of 3D Viewer Product using any available print screen or video capture function and use the static images or video snapshots for purposes of creating Derivative Works. Derivative Works specifically in relation to the Licensee’s use of the 3D Viewer Product means any new work created by or for the Licensee that incorporates or embeds static images or video snapshots of the 3D data.
  3. Renewal – The 3D Viewer Product will not automatically renew with other Products which the Licensee has subscribed to with Nearmap. Renewal of this Product will be by mutual agreement between the parties.  

Back to Top

TERMS AND CONDITIONS APPLICABLE TO ANNUAL ALLOWANCE

  1. Renewal – If a Top Up Block has been purchased during the Term in addition to the existing Annual Allowance Product, the Top Up Block will not be included in any auto-renewal of the Agreement.
  2. Periodic Data Allowance – If the amount of data consumed by the Licensee in any given Period is less than the Periodic Data Allowance, including any applicable Top Up Blocks, the balance will not be rolled over to a following Period.
  3. Top Up Blocks – If the Licensee is about to exceed its Periodic Data Allowance, the Licensee may purchase additional Top Up Blocks. The Top Up Blocks purchased will only be added to the Licensee’s usage account once payment has been made within the payment term specified on the invoice.
  4. Clause 1.6(d) of the Agreement is deleted in its entirety.
  5. The definition of "Excess Data Rate" is deleted in its entirety.
  6. For the purposes of this Product-Specific Terms,
    1. Annual Allowance Product means "Nearmap Vertical - Annual Allowance" and "Nearmap Oblique - Annual Allowance" Products, as specified on the Quote. For the avoidance of any doubt, any references to “Products” in the Agreement also refers to the Annual Allowance Product;
    2. Periodic Data Allowance also means the data allowance specified in the “Allowance” or “Annualized Estimated Usage” column of the Quote, unless otherwise agreed in writing between Nearmap and the Licensee;
    3. Top Up Block means any additional data blocks as specified on the Quote for the purchase of additional data allowance at the then current price.

Back to Top

TERMS AND CONDITIONS APPLICABLE TO ARCGIS INTEGRATION

  1. The Licensee's usage of the ArcGIS Integration will be counted towards the Licensee's total Periodic Data Allowance. Please ensure that you have sufficient Periodic Data Allowance to meet your requirements with ArcGIS Integration to avoid restrictions being placed with your subscription

Back to Top

TERMS AND CONDITIONS APPLICABLE TO NEARMAP NOW

  1. Survey – During the Term, the Licensee may request a survey of an area which is not covered (in its entirety or in part) by the Coverage Area ("Survey"). The Licensee must provide a detailed description of the area which is to be covered by the Survey. Upon receipt of such a request in writing, Nearmap may, in its absolute discretion, agree to provide the Survey to the Licensee.

  2. AOI – The Survey will only be carried out for the area of interest ("AOI") as attached to the relevant Quote issued for the Nearmap Now Product.  
  3. Delivery of Survey – Subject to clause 1 of these Product-Specific Terms and clause 12 (Force Majeure clause) of the agreement, Nearmap will deliver the Survey to the Licensee by uploading the Survey to the Website within six (6) months of the date on which Nearmap receives payment of the Survey Fee in full from the Licensee. Nearmap will notify the Licensee in writing once the Survey has been uploaded to the Website.

  4. Availability to other Nearmap customers –Nearmap may, at its absolute discretion, allow other customers of Nearmap to access the Survey on the Website.

  5. Refund of Survey Fee – If the Licensee is not in breach of the Agreement and Nearmap elects to terminate the Agreement under clause 6.3 (Termination by Nearmap clause) prior to delivery of the Survey, Nearmap will refund the Survey Fee to the Licensee.

Back to Top

TERMS AND CONDITIONS APPLICABLE TO NEARMAP ON OPENSOLAR

  1. In accessing and using the Nearmap on OpenSolar Product, the Licensee agrees to comply with the OpenSolar User Terms and Conditions available at https://www.opensolar.com/content/legal.

Back to Top

TERMS AND CONDITIONS APPLICABLE TO NZ PRODUCT

  1. The New Zealand Coverage Product as set out in the Quote ("NZ Product") is provided to the Licensee with restrictions which include the property tool and solar tool not being available.
  2. The Coverage Area applicable to the NZ Product is outlined here

Back to Top

 

TERMS AND CONDITIONS APPLICABLE TO OFFLINE DSM AND OFFLINE TEXTURED MESH [V1] BEFORE 4 OCT 2018

These terms and conditions are only applicable to you if you have purchased the Offline DSM and/or Offline Textured Mesh Product before 4 Oct 2018.

  1.  AOI – Nearmap will provide the Licensee the Offline Products for the area of interests ("AOI") as attached to this Quote.
  2. Delivery – The Offline Products will be delivered to the Licensee on a date that is mutually agreed in writing. The Offline Products will be delivered to the Licensee via a secure cloud download link (“Download Link”) provided by Nearmap. The Download Link will only be accessible by the Licensee for the Term.  
  3. Cancellation of Offline Products - If the Licensee is not in breach of the Agreement, and Nearmap has not completed the delivery of the Offline Products in accordance with clause 2 of this Product-Specific Terms, the Licensee may cancel its purchase of the undelivered Offline Products via written notice, effective immediately. Where the Quote only sets out the Licensee’s purchase of the undelivered Offline Products, the cancellation of the undelivered Offline Products will automatically terminate the Agreement.    
  4. Commencement – The Term of the Agreement commences on the day the Licensee receives the Download Link from Nearmap.
  5. Updated Products – The Term (and any Renewal Term), Nearmap will use commercially reasonable endeavours to inform the Licensee if any update of the Offline Products is available and will provide the Licensee a new Download Link containing the updated Offline Products. The Licensee may continue using the previously supplied Download Link to continue accessing the previous Offline Products, or may choose to use the new Download Link to access the updated Offline Products.
  6. No Website Access – The Licensee will not be provided access to the Offline Products via the Website.
  7. Non-Applicable Terms – All terms in the Agreement relating to Seats, the Website, Periodic Data Allowance, Third Party Providers, Nearmap Property and Nearmap Now do not apply to the Offline Products.
  8. Permitted Purpose – The Permitted Purpose as defined in the Agreement shall include Licensee’s internal reproduction, display and use of the Offline Products, including for purposes of reviewing, analysing and processing of the Offline Products (including without limitation through use of machine learning tools where Licensee Products are created) for the Licensee’s internal use in its ordinary course of business, and excluding at all times any Commercial Purposes.
  9. Licence to Offline Products – Licensee’s Licence with respect to internal reproduction, display and use of the Offline Products during the Term, as set forth in the preceding clause 8 of this Product-Specific Terms shall be non-exclusive, non-transferrable (subject to the “Assignment” clause of the agreement), and irrevocable (other than a termination of this Agreement by Nearmap as provided under the agreement).
  10. IP Rights of Output –
    1. With respect to the use of Offline DSM, the results of the activities described in clause 8 of this Products-Specific Terms shall be considered Derivative Works as defined under the Agreement. 
    2. With respect to the use of Offline Textured Mesh, the Licensee will at all times own all Intellectual Property Rights in and to the results of the activities described in clause 8 of this Product-Specific Terms (including without limitation any Licensee Products, but excluding the Offline Textured Mesh itself), including any derivatives thereof (that does not embed the Offline Textured Mesh) and any corrections and updates to such results or any derivatives thereof (“Results”).
  11. Retaining Licensee Products and Results – In addition to the terms of the agreement, upon termination or expiry of the Agreement, the Licensee may retain all Licensee Products and Results (that do not embed the Offline Products), for the Licensee’s internal use in its ordinary course of business, and excluding at all times any Commercial Purposes. 
  12. Additional Audit Requirements – In addition to the audit requirements in the agreement, upon expiry or termination of the Agreement, (a) the Licensee shall permit Nearmap (or its auditors) access to the business location(s), books and records, employees and/or contractors pertaining to the Licensee’s use of the Offline Products to confirm that the Licensee has deleted and destroyed all Offline Products provided under this Agreement (except as permitted under clauses 9(a) and 10 of these Product-Specific Terms), or (b) the Licensee shall, within seven (7) days from the expiry or termination of the Agreement, provide Nearmap certification declaring that it has deleted and destroyed all Offline Products provided under this Agreement. 
  13. Renewal – Notwithstanding the terms in the agreement, this Agreement may be renewed by mutual agreement between Nearmap and the Licensee, by written notice at least thirty (30) days prior to the expiry of the Term, for a period agreed between the parties (“Renewal Term”).
  14. Renewed Agreement – If the Agreement is further renewed, subject to the payment of the Fees, Nearmap will ensure that the Download Link containing previously delivered Offline Products remains accessible to the Licensee, and the Licensee may continue to use the Offline Products for the Permitted Purpose for the Renewal Term. 
  15. Sharing Access – This clause 14 applies only to the Offline Textured Mesh Product. The Licensee may provide third parties (subject to Nearmap’s written approval of the third parties) access to the Offline Textured Mesh to carry out the activities as set out in clause 8 of this Product-Specific Terms on behalf of the Licensee. The Licensee is responsible and liable for any such third parties who uses the Offline Textured Mesh made available to the Licensee in breach of this Agreement. Upon expiry or termination of this Agreement, the Licensee must ensure the third party deletes and destroys all Offline Textured Mesh and Licensee Products or Results in the third party’s possession. 
  16. Definitions – For the purposes of this Product-Specific Terms:
    1. Land Parcel means a specific parcel of land with a specific address; and
    2. Licensee Product means any attribute data (e.g., roof type or existence of a swimming pool) or set of such data relating to a single Land Parcel developed by the Licensee through the use of the Offline Products in accordance with the Permitted Purpose set forth in clause 8 of this Product-Specific Terms, provided that attribute data shall not include an image extracted from the Offline Textured Mesh.
    3. Offline Products means Offline DSM and/or Offline Textured Mesh, as specified on the Quote. For any avoidance of doubt, any references to “Products” in the Agreement also refers to the Offline Products.

Back to Top

 

TERMS AND CONDITIONS APPLICABLE TO OFFLINE DSM AND OFFLINE TEXTURED MESH [V2]  4 OCT 2018 TO 18 DEC 2018

THESE TERMS AND CONDITIONS ARE ONLY APPLICABLE TO YOU IF YOU HAVE PURCHASED THE OFFLINE DSM AND/OR OFFLINE TEXTURED MESH PRODUCT BETWEEN 4 OCT 2018 TO 18 DEC 2018. 

  1. AOI – Nearmap will provide the Licensee the Offline Products for the area of interests ("AOI") as attached to this Quote.
  2. Delivery – The Offline Products will be delivered to the Licensee (in whole or in part) on a date or dates, or within a time frame that is mutually agreed between Nearmap and the Licensee. The Offline Products will be delivered to the Licensee via a delivery method as determined by Nearmap in its sole discretion having regard to the size of the AOI (“Delivery Method”), which includes but is not limited to secure cloud download link, HDD, FTP (when and as made available by Nearmap) or through a Nearmap portal (when and as made available by Nearmap). 
  3. Cancellation of Offline Products – If the Licensee is not in breach of the Agreement, and Nearmap has not completed the delivery of the Offline Products in accordance with clause 2 of this Product-Specific Terms, the Licensee may cancel its purchase of the undelivered Offline Products via written notice, effective immediately. Where the Quote only sets out the Licensee’s purchase of the undelivered Offline Products, the cancellation of the undelivered Offline Products will automatically terminate the Agreement.    
  4. Commencement – The term of the Agreement commences on the day the Licensee first receives the Offline Products (whether in whole or in part) from Nearmap ("Commencement Date"). Nearmap will invoice the Licensee on the Commencement Date and on the Anniversary Date for the Offline Products .
  5. Updated Products – Throughout the Term (and any Renewal Term), Nearmap will use commercially reasonable endeavours to inform the Licensee if any update of the Offline Products is available and will provide the Licensee the updated Offline Product via the selected Delivery Method. The Licensee may continue accessing the previous Offline Products, or may choose to access the updated Offline Products via the selected Delivery Method. 
  6. No Website Access – The Licensee will not be provided access to the Offline Products via the Website.
  7. Non-Applicable Terms – All terms in the Agreement relating to Seats, the Website, Periodic Data Allowance, Third Party Providers, Nearmap Property and Nearmap Now do not apply to the Offline Products.
  8. Permitted Purpose – The Permitted Purpose as defined in the Agreement shall include Licensee’s internal reproduction, display and use of the Offline Products, including for purposes of reviewing, analysing and processing of the Offline Products (including without limitation through use of machine learning tools where Licensee Products are created) for the Licensee’s internal use in its ordinary course of business, and excluding at all times any Commercial Purposes.
  9. Licence to Offline Products – Licensee’s Licence with respect to internal reproduction, display and use of the Offline Products during the Term, as set forth in the preceding clause 8 of this Product-Specific Terms shall be non-exclusive, non-transferrable (subject to the “Assignment” clause of the agreement), limited and irrevocable (other than a termination of this Agreement by Nearmap as provided under the agreement).
  10. IP Rights of Output –
    1. With respect to the use of Offline DSM, the results of the activities described in clause 8 of this Products-Specific Terms shall be considered Derivative Works as defined under the Agreement. 
    2. With respect to the use of Offline Textured Mesh, the Licensee will at all times own all Intellectual Property Rights in and to the results of the activities described in clause 8 of this Product-Specific Terms (including without limitation any Licensee Products, but excluding the Offline Textured Mesh itself), including any derivatives thereof (that does not embed the Offline Textured Mesh) and any corrections and updates to such results or any derivatives thereof (“Results”).
  11. Retaining Licensee Products and Results – In addition to the terms of the agreement, upon termination or expiry of the Agreement, the Licensee may retain all Licensee Products and Results (that do not embed the Offline Products), for the Licensee’s internal use in its ordinary course of business, and excluding at all times any Commercial Purposes. 
  12. Additional Audit Requirements – In addition to the audit requirements in the agreement, upon expiry or termination of the Agreement, (a) the Licensee shall permit Nearmap (or its auditors) access to the business location(s), books and records, employees and/or contractors pertaining to the Licensee’s use of the Offline Products to confirm that the Licensee has deleted and destroyed all Offline Products provided under this Agreement (except as permitted under clauses 9(a) and 10 of these Product-Specific Terms), or (b) the Licensee shall, within seven (7) days from the expiry or termination of the Agreement, provide Nearmap certification declaring that it has deleted and destroyed all Offline Products provided under this Agreement. 
  13. Renewal – Notwithstanding the terms in the agreement, this Agreement may be renewed by mutual agreement between Nearmap and the Licensee, by written notice at least thirty (30) days prior to the expiry of the Term, for a period agreed between the parties (“Renewal Term”).
  14. Renewed Agreement – If the Agreement is further renewed, subject to the payment of the Fees, the Licensee may continue to use the Offline Products for the Permitted Purpose for the Renewal Term. 
  15. Sharing Access – This clause 14 applies only to the Offline Textured Mesh Product. The Licensee may provide third parties (subject to Nearmap’s written approval of the third parties) access to the Offline Textured Mesh to carry out the activities as set out in clause 8 of this Product-Specific Terms on behalf of the Licensee. The Licensee is responsible and liable for any such third parties who uses the Offline Textured Mesh made available to the Licensee in breach of this Agreement. Upon expiry or termination of this Agreement, the Licensee must ensure the third party deletes and destroys all Offline Textured Mesh and Licensee Products or Results in the third party’s possession. 
  16. Definitions – For the purposes of this Product-Specific Terms:
    1. Anniversary Date means the date which is twelve months from the Commencement Date, and twelve months from any subsequent start date of a Renewal Term;
    2. FTP means file transfer protocol;
    3. HDD means hard disk drive; 
    4. Land Parcel means a specific parcel of land with a specific address; and
    5. Licensee Product means any attribute data (e.g., roof type or existence of a swimming pool) or set of such data relating to a single Land Parcel developed by the Licensee through the use of the Offline Products in accordance with the Permitted Purpose set forth in clause 8 of this Product-Specific Terms, provided that attribute data shall not include an image extracted from the Offline Textured Mesh.
    6. Offline Products means Offline DSM and/or Offline Textured Mesh, as specified on the Quote. For any avoidance of doubt, any references to “Products” in the Agreement also refers to the Offline Products.

Back to Top

 

TERMS AND CONDITIONS APPLICABLE TO OFFLINE DSM, OFFLINE TEXTURED MESH, OFFLINE POINT CLOUD AND OFFLINE TRUE ORTHO [V3]  FROM 18 DEC 2018 ONWARDS

THESE TERMS AND CONDITIONS ARE ONLY APPLICABLE TO YOU IF YOU HAVE PURCHASED THE OFFLINE DSM, OFFLINE TEXTURED MESH, OFFLINE POINT CLOUD AND/OR OFFLINE TRUE ORTHO PRODUCT FROM 18 DEC 2018 ONWARDS.

  1. AOI – Nearmap will provide the Licensee the Offline Products for the area of interests ("AOI") as attached to this Quote.
  2. Delivery – The Offline Products will be delivered to the Licensee (in whole or in part) on a date or dates, or within a time frame that is mutually agreed between Nearmap and the Licensee. The Offline Products will be delivered to the Licensee via a delivery method as determined by Nearmap in its sole discretion having regard to the size of the AOI (“Delivery Method”), which includes but is not limited to secure cloud download link, HDD, FTP (when and as made available by Nearmap) or through a Nearmap portal (when and as made available by Nearmap). 
  3. Cancellation of Offline Products – If the Licensee is not in breach of the Agreement, and Nearmap has not completed the delivery of the Offline Products in accordance with clause 2 of this Product-Specific Terms, the Licensee may cancel its purchase of the undelivered Offline Products via written notice, effective immediately. Where the Quote only sets out the Licensee’s purchase of the undelivered Offline Products, the cancellation of the undelivered Offline Products will automatically terminate the Agreement.    
  4. Commencement – The term of the Agreement commences on the day the Licensee first receives the Offline Products (whether in whole or in part) from Nearmap ("Commencement Date"). Nearmap will invoice the Licensee on the Commencement Date and on the Anniversary Date for the Offline Products .
  5. Updated Products – Throughout the Term (and any Renewal Term), Nearmap will use commercially reasonable endeavours to inform the Licensee if any update of the Offline Products is available. Nearmap and the Licensee will mutually agree on the timing for delivery and the Delivery Method for providing the updated Offline Product to the Licensee. The Licensee may continue accessing the previous Offline Products, or may choose to access the updated Offline Products via the selected Delivery Method. 
  6. No Website Access – The Licensee will not be provided access to the Offline Products via the Website.
  7. Non-Applicable Terms – All terms in the Agreement relating to Seats, the Website, Periodic Data Allowance, Third Party Providers, Nearmap Property and Nearmap Now do not apply to the Offline Products.
  8. Additional Audit Requirements – In addition to the audit requirements in the agreement, upon expiry or termination of the Agreement, (a) the Licensee shall permit Nearmap (or its auditors) access to the business location(s), books and records, employees and/or contractors pertaining to the Licensee’s use of the Offline Products to confirm that the Licensee has deleted and destroyed all Offline Products provided under this Agreement (except the Offline Products incorporated in Derivative Works, as permitted under the Agreement), or (b) the Licensee shall, within seven (7) days from the expiry or termination of the Agreement, provide Nearmap certification declaring that it has deleted and destroyed all Offline Products provided under this Agreement. 
  9. No Machine Learning – For the avoidance of doubt, the Licensee is not permitted to perform machine learning or any activity that could be considered to be machine learning on the Offline Product without Nearmap's prior written consent. 
  10. Renewal – Notwithstanding the terms in the agreement, this Agreement may be renewed by mutual agreement between Nearmap and the Licensee, by written notice at least thirty (30) days prior to the expiry of the Term, for a period agreed between the parties (“Renewal Term”).
  11. Renewed Agreement – If the Agreement is further renewed, subject to the payment of the Fees, the Licensee may continue to use the Offline Products, which was delivered to the Licensee under the initial Agreement with the same AOI, for the Permitted Purpose for the Renewal Term. 
  12. Definitions – For the purposes of this Product-Specific Terms:
    1. Anniversary Date means the date which is twelve months from the Commencement Date, and twelve months from any subsequent start date of a Renewal Term;
    2. FTP means file transfer protocol;
    3. HDD means hard disk drive; 
    4. Offline Products means Offline DSM, Offline Textured Mesh, Offline Point Cloud, and/or Offline True Ortho as specified on the Quote. For any avoidance of doubt, any references to “Products” in the Agreement also refers to the Offline Products.

Back to Top