Aerial photo of shoreline, Half Moon Bay, CA - Mar. 17, 2019

Legal: Product-Specific Terms

17 March 2019 | Half Moon Bay, CA

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 sections 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 sections in the Agreement requiring the Licensee to delete, destroy or return to Nearmap all Products and section 5 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 visualization services, including but limited to animation, presentation and static imagery creation ("Visualization Work") to the Licensee strictly to the extent necessary for the third party to provide Visualization 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 these 3D Export 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” 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 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 ACE Special

  1. Notwithstanding the terms in the agreement, Nearmap will not charge the Licensee any additional fees for any use by the Licensee of the Products resulting in data consumption in excess of the Periodic Data Allowance. 

  2. Renewal This Agreement will not auto-renew, and may only be renewed by mutual written agreement between the parties. If the Agreement is renewed by mutual agreement between the parties, the parties will in good faith discuss the appropriate Periodic Data Allowance of the Renewal Term based on the Licensee's usage pattern and total data usage calculated at the end of the current Period. 

  3. For the purposes of this Product-Specific Terms, 

    1. Renewal Term means the renewal term as mutually agreed between Nearmap and the Licensee. 

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. Section 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 Advantage Starter

  1. Section 1.6 of the Products Agreement does not apply to this introductory offer. The Licensee acknowledges that its use of the Product is subject to Nearmap's Fair Use Policy). The Product is only available through Nearmap's MapBrowser and compatible GIS/CAD integration with no API/TMS access. The licensee is not permitted to pre-fetch, cache, index or store any content through its use of the Product to be used outside of the License, except the Licensee may store limited amounts of content solely for the purpose of improving its use of the Products, and only if such storage (a) is temporary (and in no event more than 30 calendar days), (b) secure, (c) does not manipulate or aggregate any part of the content or License and (d) does not modify attribution in any way.  The Licensee is not permitted to use the Product in a manner that gives the Licensee or a third party access to mass downloads or bulk feeds of any content

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 section 1 of these Product-Specific Terms and section 12 (Force Majeure section) 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 section 6.3 (Termination by Nearmap section) 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 Offline DSM, Offline Textured Mesh, Offline Point Cloud and/or 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 endeavors 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

 

Terms and Conditions applicable to Offline Copy Add-on for Government

  1. Nearmap will provide to the Licensee one single local “on-premises” copy for the Offline Copy Add-on for Government of a mutually agreed area of interest (“AOI”) as further described in the shape file (“AOI”)  attached to the New Subscription Quote.

  2. The Offline Copy Add-on for Government will be delivered to the Licensee on a mutually agreed date and where there is no agreement, Nearmap will deliver no later than two (2) months from the Commencement Date.

  3. The copy of the imagery contained in the Offline Copy Add-on for Government will be provided according to technical specifications detailed in the attached AOI.

  4. Licensee may only use the Offline Copy Add-on for Government for Permitted Purposes.

  5. Unless otherwise detailed in the attached AOI, the vintage of the imagery to be provided for the Offline Copy Add-on for Government is to be mutually agreed between the parties.

  6. The Offline Copy Add-on for Government may be retained by Licensee after expiry or termination of this Agreement which may only be used for any purposes related to emergency services in connection with the Licensee’s ordinary business.

  7. The single Offline Copy Add-on for Government will only be provided for the current Term (or Renewal Term) (whichever is applicable) but does not apply to any successive Renewal Term unless expressly set out in the Agreement. 

Back to Top

 

Terms and Conditions applicable to Public Display License for Government

  1. During the Term of the Agreement, the Licensee is permitted to publish extracts of static imagery contained within the Product (“Static Imagery”) on the Licensee’s public facing website subject to the following:
    1. on a single domain ("Licensee Website");
    2. web map view only which includes but is not limited to ArcGIS Online (“WebMap”);
    3. the extract of the Static Imagery that may be published must be in some way connected to the Licensee and its ordinary course of business.  For the avoidance of doubt, the Licensee is expressly prohibited from publishing all imagery that may be accessible through the Product on the Licensee Website and the Webmap;
    4. no export tools for the Static Imagery is to be made available through the WebMap and/or the Licensee Website;
    5. the Static Imagery displayed must not be accompanied by drawing or measuring tools;
    6. the Licensee must use online solutions for integrating the Static Imagery into the WebMap and/or to the Licensee Website which are made available by Nearmap from time to time, which at the Commencement Date is through an application programming interface for ArcGIS Online;
    7. the Licensee must acknowledge Nearmap in accordance the Agreement where the Static Imagery are displayed on the Licensee Website and WebMap;
    8. the Licensee is not restricted on the vintage of the Static Imagery which may be displayed on the Licensee Website and Webmap;
    9. the extracts of the Static Imagery displayed on the WebMap and/or the Licensee Website should not be degraded. But the zoom level of the Static Imagery is restricted to Level 20 (6 inch imagery resolution) or 1:1200 Map Scale; and
    10. it is the Licensee’s responsibility to implement the zoom restriction set out in section 1(i) of these terms.

Back to Top

 

Terms and Conditions applicable to Nearmap for Government products

  1. Section 1.3 of the agreement does not apply to this License, and any auto-renewal of the Agreement will be by mutual agreement between the parties.

  2. Section 1.6 of the agreement does not apply to this License.

  3. Definitions of “Periodic Data Allowance” and “Excess Data Rate” in the agreement do not apply to this License.

  4. The Licensee agrees that the right to use the Product is only to be used, solely by the Licensee and at all times excludes making the Product available in any medium or manner (including but not limited to sharing or using the License (as defined in the Products Agreement)) with:
    1. any lower tier government, including but not limited to cities and township;
    2. any neighboring local governments, including but not limited to county, parish, city, or town governments; and/or
    3. any higher tier government, including but not limited to county, parish, state or provincial agency.
  5. Annual Actual Usage Nearmap measures data usage by the Licensee under this License as follows:
    1. the data allowance used by the Licensee will be calculated at the end of the Term (or Renewal Term), based on the total data usage of all users who access and use the Licensee’s Nearmap account during the Term (or Renewal Term) (Annual Actual Usage); and
    2. if the Licensee elects to download Products available to the Licensee on the Website or accesses the Product through other delivery methods made available by Nearmap from time to time, this will be applied to the Annual Actual Usage. The Licensee may have the option to elect to download high resolution images. Downloading these images will lead to a higher Annual Actual Usage than downloading a lower resolution image.
  6. Renewal If the Agreement is renewed by mutual agreement between the parties, the parties will in good faith discuss the appropriate Annualized Estimated Usage of the Renewal Term based on the Licensee’s usage pattern and/or the Annual Actual Usage during the current Term. 

  7. The Licensee is not permitted to
    1. use its access to the Website or the Products under this Agreement for the purposes of creating a database of images for resale, distribution, sub-license or other commercial purposes (unless expressly permitted under the Agreement) and mass downloads or bulk feeds of any imagery;
    2. pre-fetch, retrieve, cache, index, or store any Content, or portion of the Products with the exception being that the Licensee may store limited amounts of Content solely to improve the performance of the access to the Products due to network latency, and only if the Licensee does so temporarily, securely, and in a manner that does not permit use of the Content outside of the License, does not manipulate or aggregate any Content or portion of the Products and does not prevent Nearmap from accurately tracking usage and does not modify attribution in any way; and
    3. review, analyze and process the Products through use of machine learning tools, this includes creation of any new products by the Licensee.
  8. For the purposes of this Nearmap for Government Product-Specific Terms,
    1. Content means any content made available to the Licensee in connection with the License and the Website; and
    2. Annualized Estimated Usage means the permitted use of data specified in the New Subscription Quote (or Renewal Quote and Amendment Quote ) by the Licensee for the period of one (1) year from the Commencement Date.

Back to Top